TCR_Public/120520.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 20, 2012, Vol. 16, No. 139

                            Headlines

505 CLO I: S&P Affirms 'BB' Rating on Class D Notes
ACA CLO 2005-1: S&P Affirms 'BB-' Rating on Class B-2L Notes
ACCREDITED MORTGAGE: Moody's Cuts Ratings on 2 RMBS Tranches to C
ACE SECURITIES: Moody's Cuts Rating on Class M-2 Tranche to 'B3'
ADVANTA BUSINESS: S&P Lowers Ratings on 7 Classes to 'CC'

AERCO LIMITED: Moody's Lowers Ratings on Two Note Classes to 'C'
ALPHARETTA, GA: Fitch Cuts Rating on $18MM Revenue Bonds to 'CC'
AMERIQUEST MORTGAGE: Moody's Corrects March 29 Ratings Release
AMERIQUEST MORTGAGE: Moody's Cuts Ratings on 4 RMBS Tranches to C
AMMC CLO III: S&P Hikes Rating on Class D Notes to 'B+'; Off Watch

ARCAP 2003-1: S&P Lowers Ratings on 3 Certificate Classes to 'D'
ARCAP 2004-1: S&P Affirms 'CCC-' Class F & Grantor Cert. Ratings
ARES XVIII: S&P Raises Ratings on 2 Classes From 'BB+'
ATLAS SENIOR: S&P Assigns 'B' Rating on Class B-3L Notes
AURUM CLO 2002-1: Moody's Hikes Ratings on 2 Note Classes to 'Ba1'

AVENUE CLO III: S&P Raises Rating on Class B1L Notes to 'BB+'
BABSON CLO 2008-II: S&P Withdraws 'BB+' Rating on Class E Notes
BABSON CLO 2012-II: S&P Gives 'BB' Rating on Class D Notes
BANC OF AMERICA: Fitch Affirms 'D' Rating on $34.8MM Loans
BANC OF AMERICA: Moody's Lowers Ratings on 2 RMBS Tranches to 'C'

BANC OF AMERICA: Fitch Downgrades Ratings on Seven Cert. Classes
BAYVIEW FINANCIAL: Moody's Reviews 'Ca' Rating on Cl. M-2 Tranche
BEAR STEARNS: Fitch Cuts Rating on $13.3MM H Certificates to CCsf
BRASCAN REAL 2005-2: S&P Affirms 'B+' Rating on Class E Notes
CENTURION CDO 8: S&P Raises Rating on Class D Notes to 'B-'

CHL MORTGAGE: Moody's Lowers Ratings on 2 RMBS Tranches to 'C'
COMM 2001-J2: S&P Lowers Rating on Class G Certificates to 'B-'
COMM 2012-CCRE1: Moody's Assigns '(P) B2' Rating to Cl. G Certs.
COMM MORTGAGE: Fitch Downgrades Rating on 5 Certificate Classes
COMSTOCK FUNDING: S&P Raises Rating on Class D Notes to 'BB+'

DIVERSIFIED GLOBAL: Moody's Raises Rating on Class C Notes to B1
FLAGSHIP CLO III: S&P Raises Rating on Class D Notes to 'BB+'
FIRST NATIONAL: S&P Affirms 'BB' Ratings on 2 Note Series
FRIEDBERGMILSTEIN PRIVATE: S&P Hikes Ratings on 2 Classes to 'BB+'
FRONTIER EQUIPMENT: Moody's Cuts Rating on Class A Notes to 'C'

GALAXY IV: Moody's Upgrades Ratings on Two Note Classes to 'Ba1'
GE CAPITAL: Fitch Affirms 'Dsf' Rating on $5.5MM Class H Certs
GEM VIII: Moody's Hikes Rating on US$600MM Q-3 Notes From 'Ba1'
GRANITE VENTURES III: S&P Affirms 'B+' Rating on Class D Notes
GREENWICH CAPITAL: Performance Declines Cue Fitch to Cut Ratings

GREYLOCK SYNTHETIC: Moody's Lifts Rating on $87MM Notes to 'B3'
GS MORTGAGE: Moody's Affirms Rating on Class X Certs. at 'Ba3'
GS MORTGAGE: Moody's Assigns '(P)B2' Rating to Class F Certs.
JPMCM 2003-ML1: Fitch Affirms 'B-sf' Rating on $4.6MM Cl. N Certs
KATONAH V: Moody's Upgrades Rating on Class C Notes to 'Ba2'

KINDER MORGAN 2002-6: S&P Affirms 'BB' Rating on $10.5MM Certs.
KINGSLAND V: S&P Raises Rating on Class E Notes to 'B'; Off Watch
LIGHTPOINT CLO IV: S&P Raises Rating on Class C Notes From 'BB+'
LONG POINT RE III: S&P Gives 'BB+' Rating on Class A Notes
MASTR ASSET: Moody's Upgrades Rating on Cl. A-6 Notes From 'Ba1'

MERRILL LYNCH 2003-WMC1: Moody's Hikes B-1 Tranche Rating to Caa3
MORGAN STANLEY 1999-FNV1: Fitch Affirms Junk Rating on $7MM Certs.
MORGAN STANLEY 2004-HQ4: S&P Lowers Rating on Class H to 'CCC-'
MORTGAGE CAPITAL: Fitch Affirms 'CCC' Rating on $7.6MM Cl. K Certs
N-STAR REAL: Moody's Lowers Rating on Class B Notes to 'Caa3'

NORTHWOODS CAPITAL VII: S&P Hikes Rating on Class E Notes to 'BB+'
NYLIM STRATFORD: Fitch Affirms Junk Rating on Three Note Classes
PACIFIC BEACON: Fitch Affirms Rating on $56-Mil. Bonds at 'BB'
PREFERRED TERM: Moody's Lifts Rating on $341MM Notes to 'Caa2'
PUTNAM STRUCTURED: Moody's Affirms 'Caa3' Rating on Cl. A-2 Notes

REAL ESTATE 2004-1: DBRS Confirms 'B' Rating on Class L Loans
REAL ESTATE 2007-1: DBRS Confirms 'B(low)' Rating on Cl. L Loans
SALOMON BROTHERS: Loses Prompts Fitch to Cut Ratings of 3 Certs.
SALOMON MORTGAGE: Moody's Cuts Rating on Cl. B-2 Tranche to Caa3
SLM STUDENT 2004-2: Fitch Keeps BBsf Rating on Subordinate Notes

SLM STUDENT 2004-5: Fitch Keeps BBsf Rating on Subordinate Notes
SLM STUDENT 2004-8: Fitch Keeps BBsf Rating on Subordinate Notes
SLM STUDENT 2004-10: Fitch Keeps BBsf Rating on Subordinate Notes
SLM STUDENT 2008-1: Fitch Keeps BBsf Rating on Subordinate Notes
SIGNATURE 7: Moody's Upgrades Rating on Class C Notes From 'Ba3'

SOLAR TRUST 2003-CC1: DBRS Confirms 'B' Rating on Class K Loans
STARWOOD VACATION 2005-A: Moody's Reviews 'B2' Rating on D Notes
STRUCTURED ASSET: Moody's Cuts Ratings on 2 RMBS Tranches to 'C'
SUGAR CREEK: Moody's Assigns '(P)Ba2' Rating to Class E Notes
TIAA CMBS I: Fitch Affirms 'BB' Ratings on 2 Certificate Classes

TRALEE CDO I: S&P Affirms 'B+' Rating on Class D Notes
TRIMARAN CLO V: S&P Raises Rating on Class E Notes to 'B+'
VENTURE V: Moody's Lifts Rating on $11.5MM Notes to 'B1(sf)'
VENTURE X: Moody's Assigns '(P)Ba2' Rating to $13MM Class E Notes
VENTURE X: S&P Gives 'BB-' Rating on Class F Deferrable Notes

VERITAS CLO II: Moody's Hikes Rating on Class D Notes From 'Ba1'
WHITEHORSE I: S&P Affirms 'BB-' Rating on Class B-1L Notes
ZAIS INVESTMENT: Moody's Lifts Ratings on 2 Note Classes to 'Ba1'

* Fitch Affirms 114 Distressed Bonds in 23 CMBS Transactions
* Fitch Lowers Rating on 35 Bonds in 24 CMBS Transactions to 'D'
* Fitch Downgrades Rating on 11 Bonds in Nine CRE CDOs to 'D'
* Fitch Downgrades Rating on 276 Distressed Bonds to 'Dsf'
* Moody's Takes Rating Actions on $33 Million Subprime RMBS

* S&P Places Ratings on 16 Tranches From 9 CDos on Watch Positive
* S&P Lowers Ratings on 15 Classes From 6 RMBS Transactions
* S&P Raises Ratings on 12 Tranches From 9 U.S. TruPs CDO Deals
* S&P Lowers Ratings on 9 Classes From US CMBS Transactions to 'D'
* S&P Lowers Ratings on 668 Classes From 319 RMBS Deals to 'D'

* S&P Lowers Ratings on 490 Classes From 17 US RMBS Transactions


                            *********

505 CLO I: S&P Affirms 'BB' Rating on Class D Notes
---------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B and C notes from 505 CLO I Ltd., a collateralized loan
obligation (CLO) transaction managed by CIT Asset Management LLC,
and removed them from CreditWatch with positive implications. At
the same time we affirmed the rating on the class D notes and
withdrew our rating on the class A notes," S&P said.

"The rating actions follow our performance review of the
transaction and reflect the full paydown of the class A notes and
$29.0 million in paydowns to the class B notes since our September
2011 rating actions, when we raised our ratings on the class B and
C notes. Since our September 2011 rating actions, the transaction
has paid down $338 million to the class A and B notes, causing
the class B, C, and D overcollateralization (O/C) ratios to
increase to 462%, 288%, and 222%," S&P said.

"As of the April 2012 trustee report, the class D interest
coverage test was failing and class D notes had accumulated $4.0
million in deferred interest. We affirmed the rating on the class
D notes because it continues to defer interest and has sufficient
of credit support at the current rating level," S&P said.

"We withdrew our rating on the class A notes after the transaction
paid down the notes in full on the April 16, 2012, payment date,"
S&P said.

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

               STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

505 CLO I Ltd.
                              Rating
Class                   To           From
A                       NR           AAA (sf)
B                       AAA (sf)     A+ (sf)/Watch Pos
C                       AA+ (sf)     A (sf)/Watch Pos

NR-Not rated.

RATING AFFIRMED
505 CLO I Ltd.
                        Rating
D                       BB (sf)


ACA CLO 2005-1: S&P Affirms 'BB-' Rating on Class B-2L Notes
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of notes from ACA CLO 2005-1 Ltd., a collateralized loan
obligation (CLO) transaction backed by corporate loans. Apidos
Capital Management LLC manages the transaction. "At the same time,
we removed the ratings from CreditWatch with positive
implications, where we placed them on April 18, 2012. We also
affirmed our rating on one other class from the transaction and
removed it from CreditWatch with positive implications," S&P said.

The upgrades reflect principal payments to the class A-1L notes
and improved credit quality within the transaction's underlying
asset portfolio. The affirmation reflects credit support
commensurate with the class's current rating level.

"This transaction entered its amortization phase in October 2011.
The transaction has paid down the class A-1L notes by $36.21
million since we lowered our ratings on the classes in February
2010. The class A-1L balance is now $179.21 million, which is
82.97% of its original balance. According to the April 2012
trustee report, the amount of defaulted assets within the asset
portfolio decreased to $3.54 million from $10.32 million reported
in the January 2010 trustee report, which we used for our February
2010 actions," S&P said.

"Over the same time period, the amount of 'CCC' rated assets
decreased to $5.33 million from $33.99 million. Due to these
factors, the overcollateralization (O/C) ratios increased for the
class A, B-1L, and B-2L 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 it deems necessary.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

ACA CLO 2005-1 Ltd.
                Rating
Class        To         From
A-1L         AAA (sf)   AA+ (sf)/Watch Pos
A-2L         AA+ (sf)   AA- (sf)/Watch Pos
A-3L         A+ (sf)    A- (sf)/Watch Pos
B-1L         BBB (sf)   BB+ (sf)/Watch Pos
B-2L         BB- (sf)   BB- (sf)/Watch Pos


ACCREDITED MORTGAGE: Moody's Cuts Ratings on 2 RMBS Tranches to C
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 24
tranches, upgraded the ratings of five tranches, and confirmed the
rating of one tranche from six RMBS transactions backed by
Subprime loans issued by Accredited Mortgage 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 described, 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: Accredited Mortgage Loan Trust 2002-1

Cl. A-1, Upgraded to Ba1 (sf); previously on Mar 24, 2011
Downgraded to B2 (sf)

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

Cl. A-2, Upgraded to A3 (sf); previously on Jan 31, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

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

Issuer: Accredited Mortgage Loan Trust 2002-2

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

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

Cl. A-2, Upgraded to Ba3 (sf); previously on Mar 24, 2011
Downgraded to B1 (sf)

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

Cl. A-3, Upgraded to A2 (sf); previously on Jan 31, 2012 Ba3 (sf)
Placed Under Review for Possible Upgrade

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

Issuer: Accredited Mortgage Loan Trust 2003-1

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

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

Issuer: Accredited Mortgage Loan Trust 2003-2, Asset-Backed Notes,
Series 2003-2

Cl. A-1, Downgraded to B3 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

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

Cl. A-2, Upgraded to Ba3 (sf); previously on Mar 24, 2011
Downgraded to B3 (sf)

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

Issuer: Accredited Mortgage Loan Trust 2004-3, Asset-Backed Notes,
Series 2004-3

Cl. 1A4, Downgraded to A2 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. 1A5, Downgraded to Baa1 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. 1A6, Downgraded to A3 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. 1M1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 1M2, Downgraded to Caa2 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 1M3, Downgraded to C (sf); previously on Mar 24, 2011
Downgraded to Ca (sf)

Cl. 1M4, Downgraded to C (sf); previously on Mar 24, 2011
Downgraded to Ca (sf)

Cl. 2A2, Confirmed at Aaa (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2A5, Downgraded to A1 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2A6, Downgraded to Baa2 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2M1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 2M2, Downgraded to Ba3 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 2M3, Downgraded to B3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2M4, Downgraded to Caa3 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 2M5, Downgraded to Ca (sf); previously on Jan 31, 2012 B1 (sf)
Placed Under Review for Possible Downgrade

Cl. 2M6, Downgraded to Ca (sf); previously on Mar 24, 2011
Downgraded to Caa3 (sf)

Issuer: Accredited Mortgage Loan Trust 2004-4, Asset-Backed Notes,
Series 2004-4

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

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

Cl. A-2D, Downgraded to Aa1 (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 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Downgraded to B3 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. M-3, Downgraded to Caa3 (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://moodys.com/viewresearchdoc.aspx?docid=PBS_SF285490

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


ACE SECURITIES: Moody's Cuts Rating on Class M-2 Tranche to 'B3'
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches, backed by Subprime loans, issued by ACE Securities
Corporation Home Equity Loan 1999-LB2.

Complete rating actions are as follows:

Issuer: ACE Securities Corp. Home Equity Loan 1999-LB2

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

M-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Aa3 (sf)
Placed Under Review for Possible Downgrade

M-2, Downgraded to B3 (sf); previously on Jan 31, 2012 Baa1 (sf)
Placed Under Review for Possible Downgrade

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

The rating actions reflect recent collateral performance, Moody's
updated loss timing curves and detailed analysis of timing and
amount of credit enhancement released due to step-down. Moody's
captures structural nuances by running each individual pool
through a variety of loss and prepayment scenarios in the
Structured Finance Workstation(R)(SFW), the cash flow model
developed by Moody's Wall Street Analytics. This individual pool
level analysis incorporates performance variations across the
different pools and the structure of the transaction.

When assigning the final ratings to senior bonds, in addition to
the methodologies described, Moody's considered the volatility of
the projected losses and timeline of the expected defaults.

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

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

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF284749

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


ADVANTA BUSINESS: S&P Lowers Ratings on 7 Classes to 'CC'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes and affirmed its ratings on five classes issued out of the
Advanta Business Card Master Trust.

"The rating actions conclude our recent review of credit card
asset-backed securities (ABS) deals backed by bankcard receivables
for the U.S. bank credit card ABS that we rate. As of the April
2012 payment date, the original class A invested amount of $2.8
billion had been fully repaid. The transaction has written down
the class C and D notes to zero, leaving just the class B notes
to receive principal payments and absorb losses (approximately
4.1% of the original class B note balance has been written down as
of April 2012)," S&P said.

"These principal write-downs reflect insufficient monthly
allocable finance charge collections available to cover investor
default amounts allocated to the trust. We currently expect that
the class B notes will continue to experience principal write-
downs given the trust's current performance. Despite these write-
down amounts, the class B, C, and D noteholders are currently
receiving full and timely interest based on their outstanding
principal note balance. We expect this to continue until the
earlier of their respective legal maturity dates or the date on
which the sum of the adjusted invested amount (generally principal
note balance adjusted for principal payments and write downs) for
all classes of notes equal zero," S&P said.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATINGS LOWERED

Advanta Business Card Master Trust
                  Rating
Class        To            From
B(2005-B1)   CC (sf)       CCC- (sf)
B(2006-B1)   CC (sf)       CCC- (sf)
B(2006-B2)   CC (sf)       CCC- (sf)
B(2007-B1)   CC (sf)       CCC- (sf)
B(2007-B2)   CC (sf)       CCC- (sf)
C(2004-C1)   CC (sf)       CCC- (sf)
C(2006-C1)   CC (sf)       CCC- (sf)

RATINGS AFFIRMED

Advanta Business Card Master Trust
Class        Rating
D(2004-D1)   CC (sf)
D(2006-D1)   CC (sf)
D(2006-D2)   CC (sf)
D(2006-D3)   CC (sf)
D(2007-D1)   CC (sf)


AERCO LIMITED: Moody's Lowers Ratings on Two Note Classes to 'C'
----------------------------------------------------------------
Moody's Investors Service has downgraded three classes of pooled
aircraft lease-backed notes issued by AerCo Limited Trust.  The
complete rating action is as follows:

Issuer: AerCo Limited Trust

Class A-3, Downgraded to B2 (sf); previously on February 23, 2007;
Downgraded to Ba3 (sf)

Class B-1, Downgraded to C (sf); previously on February 23, 2007;
Downgraded to Caa3 (sf)

Class B-2, Downgraded to C (sf); previously on February 23, 2007;
Downgraded to Caa3 (sf)

Ratings Rationale

The downgrades were primarily driven by the relatively weakened
value and performance of the aircraft portfolio relative to the
previous ratings. Class A-3 is behind on its minimum principal by
$92 million on its April 16, 2012, payment distribution,
reflecting revenue decline, and Moody's expects no further
interest and principal distributions to Class B,C and D notes. The
current portfolio of aircraft backing the AerCo Notes comprises a
large number of older-vintage aircraft; a segment which has
experienced accelerated decline in demand and lease rates as a
result of the global recession. The current loan-to-value (LTV)
ratio, based on the April Adjusted Portfolio Value of the aircraft
portfolio, is 153% on the Class B Notes, indicating a remote
chance for any possible recovery for this Bond. The LTV ratio on
the Class A Notes is 108%.

Following the refinancing of the vehicle in 2000 the notes were
backed by a pool of 63 aircraft. As of March 31, 2012, the
portfolio comprised of 22 aircraft, four airframe and six engines
with a total appraised base value of approximately $220 million.

The principal methodology used in this rating was "Moody's
Approach to Pooled Aircraft-Backed Securitization" published in
March 1999.


ALPHARETTA, GA: Fitch Cuts Rating on $18MM Revenue Bonds to 'CC'
----------------------------------------------------------------
Fitch Ratings has downgraded the rating on the $18.9 million of
Development Authority of Alpharetta, Georgia (DAA) educational
facilities revenue bonds (Fulton Science Academy project) (the
bonds) to 'CC' from 'B'. The bonds remain on Rating Watch
Negative.

Fitch has also withdrawn the ratings as Fulton Science Academy has
chosen to stop participating in the rating process. Therefore,
Fitch will no longer have sufficient information to maintain the
ratings. Accordingly, Fitch will no longer provide ratings or
analytical coverage for Fulton Science Academy.

SECURITY

Joint and several general obligation of Fulton Science Academy
(FSA), payable from all legally available revenues and secured by
a first mortgage lien on the new campus.

FSA (or the schools) includes Fulton Science Academy, Inc. (Fulton
Science Academy Middle School, FSAMS, or the middle school),
Fulton Educational Services, Inc. (Fulton Science Academy High
School, or the high school), and Fulton Sunshine Academy (Fulton
Science Academy Elementary School, or the elementary school).

KEY RATING DRIVERS

DEFAULT APPEARS PROBABLE: Following a recent denial from Georgia's
State Board of Education (SBE), Fitch believes FSAMS has no
further statutory recourse to remain open as a charter school
beyond June 30, 2012. FSAMS' closure would likely result in an
immediate event of default as defined in the loan agreement for
the bonds. Under the trust indenture, the trustee could implement
accelerated redemption provisions.

LIMITED FUNDS AVAILABLE FOR BONDHOLDERS: According to a recent
trustee account statement, approximately two-thirds of bond
proceeds remain with the trustee. While these funds could be used
to reimburse bondholders, it is unclear if and how the remaining
one-third could be fully recouped in the event of accelerated
redemption.

NONCOOPERATION REQUIRES RATING WITHDRAWL: FSA's management team
recently communicated to Fitch that it will no longer participate
in the rating process. Fitch's revenue-supported rating criteria
and sector-specific charter school rating criteria stress the
importance of management participation in the rating process for
charter schools. Without regular access to FSA's management, Fitch
is unable to maintain accurate and timely ratings for the bonds.

CREDIT PROFILE:

On May 10, 2012, the SBE voted 10-0 (with one abstention) to deny
FSAMS' petition for a state charter. The Georgia Department of
Education (DOE) staff had recommended denial. Fitch reviewed the
DOE recommendation and believes it reiterates many of the concerns
regarding FSAMS' management noted in Fitch's most recent
commentaries on the bonds. The DOE noted 11 specific 'substantive
issues' reflecting failures in 'financial, governance, and
accountability' matters.

The SBE rejection leaves FSAMS with no statutory alternatives to
maintain their charter in good standing beyond its June 30, 2012
expiration. This violates a covenant in the loan agreement between
FSA and the issuer. The loan agreement specifies that any
violations of covenants are events of default. The trust indenture
between DAA and the trustee (formerly BNY Mellon, and now Wells
Fargo) defines events of default to include events of default
under the loan agreement.

Upon an event of default, the trust indenture specifies that the
trustee may accelerate bond redemption declaring all bonds
immediately due and payable. The trustee must do so if so directed
by a majority of owners in aggregate of principal amount of the
bonds still outstanding. Fitch has not learned if and when the
trustee would initiate acceleration.

According to a March 31, 2012 BNY Mellon statement of accounts,
$13.1 million remained in various accounts for the bonds. In a
letter to SBE, FSA estimated $1.5 million in cash reserves were
available at all three schools as of May 4, 2012. The full par
amount for the bonds of $18.9 million remains outstanding. Should
the bonds become immediately due and payable, Fitch does not
believe FSA could immediately liquidate resources to fill the $4.3
million gap.

Recent media reports indicate FSAMS could attempt conversion to an
independent, tuition-based school following expiration of its
charter. Due to a lack of management cooperation, Fitch was unable
to accurately gauge the feasibility of such a conversion, and its
possible effects on the related elementary and high school. All
three schools are obligated for the bonds.


AMERIQUEST MORTGAGE: Moody's Corrects March 29 Ratings Release
--------------------------------------------------------------
Moody's Investors Service issued a correction to the March 29,
2011 ratings release of Ameriquest Mortgage Securities Inc.

Correct the list of rating actions for issuer Ameriquest Mortgage
Securities Inc., Series 2003-1 as follows:

Cl. M-1, Downgraded to B1 (sf); previously on Apr 8, 2010 Aa2 (sf)
Placed Under Review for Possible Downgrade

Cl. M-2, Downgraded to Ca (sf); previously on Apr 8, 2010 Ba1 (sf)
Placed Under Review for Possible Downgrade


AMERIQUEST MORTGAGE: Moody's Cuts Ratings on 4 RMBS Tranches to C
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 4
tranches, and confirmed the ratings of 2 tranche from 2 RMBS
transactions, backed by Subprime loans, issued by Ameriquest.

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, 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: Ameriquest Mortgage Securities Inc., Series 2002-D

Cl. M-2, Downgraded to C (sf); previously on Mar 29, 2011
Downgraded to Ca (sf)

Issuer: Ameriquest Mortgage Securities Inc., Series 2003-11

Cl. AV-2, Confirmed at Baa2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Upgrade

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

Cl. M-4B, Downgraded to C (sf); previously on Mar 29, 2011
Downgraded to Ca (sf)

Cl. M-5, Downgraded to C (sf); previously on Mar 29, 2011
Downgraded to Ca (sf)

Cl. M-6, Downgraded to C (sf); previously on Mar 29, 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_SF284744

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


AMMC CLO III: S&P Hikes Rating on Class D Notes to 'B+'; Off Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services raised and removed from
CreditWatch positive its ratings on the class B, C, and D notes
from AMMC CLO III Ltd., a collateralized loan obligation (CLO)
transaction managed by American Money Management Corp. "We also
affirmed and removed from CreditWatch positive our rating on the
class A notes," S&P said.

"The upgrades reflect an increase in the level of credit support
available to the notes as the deal continues to amortize and pay
down the class A notes. Since our rating action in December 2009,
the class A notes have paid down by just more than $37 million. As
of the April 2012 payment date, the transaction used $2.4 million
of the $26.3 million in principal cash to pay down the class A
notes. Although the deal has passed its reinvestment period, it
has the option of reinvesting proceeds received from unscheduled
principal payments," S&P said.

"Since our last rating action, the balance of defaulted assets has
decreased to $3.5 million from $18.5 million. At the same time,
however, loans in the deal's portfolio that have a maturity date
beyond that of the transaction's legal maturity has increased to
$8.5 million from $1.6 million in the same period. These changes
and the paydowns to the senior notes contributed to the rise in
the senior overcollateralization (O/C) test to 118.30% in April
2012 from 114.71% back in November 2009. The top obligor test
drove the upgrades of the class C and D notes," S&P said.

"The affirmation reflects the application of our counterparty
criteria. The transaction has a structural feature that allows
it to draw on the class B revolver notes to address losses arising
on account of defaults and trades. In our review, we stressed the
cash flow analysis to assess the credit support available to the
class A notes without the benefit of drawing from the
counterparty. Based on our analysis, we affirmed the 'AA+ (sf)'
rating on the class A notes, as there is sufficient credit support
at this rating level," S&P said.

"We will continue to review our ratings on the notes and assess
whether, in our view, the ratings remain consistent with the
credit enhancement available," S&P said.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

AMMC CLO III Ltd.
                   Rating           Rating
                   To               From
B revolving notes  A+ (sf)          BB+ (sf)/Watch Pos
C                  BBB+ (sf)        B+ (sf)/Watch Pos
D                  B+ (sf)          CCC- (sf)/Watch Pos
A                  AA+ (sf)         AA+ (sf)/Watch Pos


ARCAP 2003-1: S&P Lowers Ratings on 3 Certificate Classes to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes from ARCap 2003-1 Resecuritization Trust (ARCap 2003-1).
"In addition, we lowered seven ratings from corresponding
grantor trust certificates from the same series. We removed all of
the ratings from CreditWatch with negative implications," S&P
said.

"The downgrades reflect our analysis of the ARCap 2003-1
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) collateral that has experienced negative rating
actions. The downgraded collateral securities are from four
transactions and total $74.6 million (26.2% of the total asset
balance). We downgraded classes F, G, and H to 'D (sf)' because we
determined that the classes were unlikely to be repaid in full. At
the same time, we lowered our ratings on classes F and G grantor
trust certificates to 'D (sf)'," 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 20, 2012, trustee report, the
transaction's collateral totaled $285.1 million, while the
transaction's liabilities, including capitalized interest, totaled
$422.4 million. This is up from $414.4 million in liabilities at
issuance. The transaction's current asset pool includes 48 CMBS
tranches from 12 distinct transactions issued between 1999 and
2003 ($285.1 million, 100%). About $139.0 million (48.8%) of the
tranches have ratings or credit estimates at 'D (sf)'," S&P said.

S&P's analysis of ARCap 2003-1 reflected exposure to these
certificates that the ratings agency has lowered:

  - Credit Suisse First Boston Mortgage Securities Corp. series
    2003-C3 (classes K, L, M, and N; $32.3 million, 11.3%);

  - Prudential Commercial Mortgage Trust series 2003-PWR1 (classes
    J, K, and L; $19.2 million, 6.7%);

  - Banc of America Commercial Mortgage Inc. series 2001-PB1
    (classes N and O; $16.4 million, 5.8%); and

  - JPMorgan Chase Commercial Mortgage Securities Corp. (class J;
    $6.6 million, 2.3%).

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

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATINGS LOWERED AND REMOVED FROM CREDITWATCH

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

ARCap 2003-1 Resecuritization Trust, Class A
Grantor Trust Certificate
                  Rating
To                   From
BBB- (sf)            AA (sf)/Watch Neg

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

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

ARCap 2003-1 Resecuritization Trust, Class D
Grantor Trust Certificate
                  Rating
To                   From
CCC+ (sf)            BBB+ (sf)/Watch Neg

ARCap 2003-1 Resecuritization Trust, Class E
Grantor Trust Certificate
                  Rating
To                   From
CCC- (sf)            BB+ (sf)/Watch Neg

ARCap 2003-1 Resecuritization Trust, Class F
Grantor Trust Certificate
                  Rating
To                   From
D (sf)               BB (sf)/Watch Neg

ARCap 2003-1 Resecuritization Trust, Class G
Grantor Trust Certificate
                  Rating
To                   From
D (sf)               CCC- (sf)/Watch Neg


ARCAP 2004-1: S&P Affirms 'CCC-' Class F & Grantor Cert. Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes from ARCap 2004-1 Resecuritization Trust (ARCap 2004-1).
"In addition, we lowered our ratings on six corresponding grantor
trust certificates from the same series. We affirmed our 'CCC-
(sf)' ratings on class F and the corresponding grantor trust
certificates. At the same time, we removed all the ratings in this
review from CreditWatch with negative implications," S&P said.

"The downgrades and affirmations reflect our analysis of the
transaction's liability structure and the credit characteristics
of the underlying collateral using our global ratings criteria for
CDOs of pooled structured finance assets. We also considered the
transaction's exposure to underlying commercial mortgage-backed
securities (CMBS) collateral that we downgraded," S&P said. The
downgraded collateral securities are from two transactions and
total $20 million (8.6% of the total asset balance):

    Morgan Stanley Capital I Trust series 2003-IQ6 (classes J
    through N; $15.0 million, 6.4%); and

    JPMorgan Chase Commercial Mortgage Securities Corp. series
    2002-C2 (class J; $5 million, 2.1%).

"We downgraded classes G, H, J, and K to 'D (sf)' because we
determined it unlikely that the classes would be repaid in full.
At the same time, we lowered our rating on the class G grantor
trust certificates to 'D (sf)'," S&P said.

"The global criteria for rating CDOs of pooled structured finance
assets 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 18, 2012, trustee report, the
transaction's collateral totaled $233.4 million while the
transaction's liabilities, including capitalized interest, totaled
$344.0 million. This is up from $340.9 million in liabilities at
issuance. The transaction's current asset pool includes 53 CMBS
tranches from 14 distinct transactions issued between 1999 and
2004 ($233.4 million, 100%). About $53.5 million (22.9%) of the
tranches have ratings or credit estimates at 'D (sf)'," S&P said.

ARCap 2004-1 is a multitiered structure that issued 10 individual
rated notes and seven rated grantor trust certificates. The class
A through G notes were each repackaged into separate newly formed
individual grantor trusts, each of which issued certificates. Each
note receives cash flow from the underlying CMBS collateral, which
is directly passed through to the corresponding grantor trust
certificates. Accordingly, the ratings on the grantor trust
certificates are dependent on the ratings on the corresponding
notes.

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATINGS LOWERED AND REMOVED FROM CREDITWATCH

ARCap 2004-1 Resecuritization Trust
Collateralized debt obligations
                  Rating
Class    To                   From
A        BBB- (sf)            A+ (sf)/Watch Neg
B        BB (sf)              BBB+ (sf)/Watch Neg
C        B (sf)               BB+ (sf)/Watch Neg
D        B- (sf)              BB- (sf)/Watch Neg
E        CCC+ (sf)            B- (sf)/Watch Neg
G        D (sf)               CCC- (sf)/Watch Neg
H        D (sf)               CCC- (sf)/Watch Neg
J        D (sf)               CCC- (sf)/Watch Neg
K        D (sf)               CCC- (sf)/Watch Neg

ARCap 2004-1 Resecuritization Trust, Class A
Grantor Trust Certificate
        Rating
To                   From
BBB- (sf)            A+ (sf)/Watch Neg

ARCap 2004-1 Resecuritization Trust, Class B
Grantor Trust Certificate
        Rating
To                   From
BB (sf)              BBB+ (sf)/Watch Neg

ARCap 2004-1 Resecuritization Trust, Class C
Grantor Trust Certificate
       Rating
To                   From
B (sf)               BB+ (sf)/Watch Neg

ARCap 2004-1 Resecuritization Trust, Class D
Grantor Trust Certificate
          Rating
To                   From
B- (sf)              BB- (sf)/Watch Neg

ARCap 2004-1 Resecuritization Trust, Class E
Grantor Trust Certificate
           Rating
To                   From
CCC+ (sf)            B- (sf)/Watch Neg

ARCap 2004-1 Resecuritization Trust, Class G
Grantor Trust Certificate
                  Rating
To                   From
D (sf)               CCC- (sf)/Watch Neg

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH

ARCap 2004-1 Resecuritization Trust
Collateralized debt obligations
                  Rating
Class    To                   From
F        CCC- (sf)            CCC- (sf)/Watch Neg

ARCap 2004-1 Resecuritization Trust, Class F
Grantor Trust Certificate
            Rating
To                   From
CCC- (sf)            CCC- (sf)/Watch Neg


ARES XVIII: S&P Raises Ratings on 2 Classes From 'BB+'
------------------------------------------------------
Standard & Poor's Ratings Services raised five ratings on Ares
XVIII CLO Ltd., a collateralized loan obligation (CLO) transaction
managed by Ares CLO Management XVIII L.P. "We simultaneously
removed three ratings from CreditWatch positive. We also affirmed
our ratings on two classes from the same transaction," S&P said.

"The upgrades reflect the increase in the level of credit support
available to the notes as the deal continues to amortize and pay
down the class A-1 notes. Since our last review, the class A-1
note has paid down by more than $130 million to 14.52% of the
original issuance amount. The principal pay downs were a large
factor in the increase of the class C overcollateralization test
(O/C) to 116.98% in April 2012 from 110.50% back in May 2011," S&P
said.

"We affirmed our ratings on the class A-1 and D notes to reflect
the availability of credit support at the current rating levels,"
S&P said.

"We also noted that the transaction has roughly 11.9% of long-
dated assets that have a maturity later than the legal final
maturity of the transaction in August 2016. The transaction could
be exposed to market-value risk at maturity. We took this into
account in this rating action," S&P said.

"We will continue to review our ratings on the notes and assess
whether, in our view, the ratings remain consistent with the
credit enhancement available," S&P said.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Ares XVIII CLO Ltd.

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

RATINGS AFFIRMED

Ares XVIII CLO Ltd.
Class        Rating
A-1          AAA (sf)
D            CCC- (sf)


ATLAS SENIOR: S&P Assigns 'B' Rating on Class B-3L Notes
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Atlas Senior Loan Fund Ltd./Atlas Senior Loan Fund
LLC's $279.250 million fixed- and floating-rate notes.

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

The preliminary ratings are based on information as of May 15,
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 (CDO) criteria.

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

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

    The asset manager's experienced management team.

    "The timely interest and ultimate principal payments on the
    preliminary rated notes, which we assessed using our cash flow
    analysis and assumptions commensurate with the assigned
    preliminary ratings under various interest-rate scenarios,
    including LIBOR ranging from 0.34% to 12.53%," 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 reinvestment test, a failure of
    which, during the reinvestment period, will lead to the
    reclassification of up to 50% of excess interest proceeds into
    principal proceeds as described in the interest waterfall.

          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

PRELIMINARY RATINGS ASSIGNED
Atlas Senior Loan Fund Ltd./Atlas Senior Loan Fund LLC

Class                         Rating          Amount
                                            (mil. $)
A-1L                          AAA (sf)        191.00
A-2L                          AA (sf)          25.00
A-3F (deferrable)             A (sf)           10.00
A-3L (deferrable)             A (sf)           15.00
B-1L (deferrable)             BBB (sf)         15.00
B-2L (deferrable)             BB- (sf)         16.25
B-3L (deferrable)             B (sf)            7.00
Class 1 subordinated notes    NR               28.00
Class 2 subordinated notes    NR                1.00
Subordinated Notes

NR-Not rated.


AURUM CLO 2002-1: Moody's Hikes Ratings on 2 Note Classes to 'Ba1'
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Aurum CLO 2002-1 Ltd.:

U.S. $14,000,000 Class C Senior Secured Floating Rate Notes Due
2014, Upgraded to A2 (sf); previously on July 21, 2011 Upgraded to
A3 (sf);

U.S. $10,000,000 Class D-1 Senior Secured Floating Rate Notes Due
2014, Upgraded to Ba1 (sf); previously on July 21, 2011, Upgraded
to B1 (sf);

U.S. $3,000,000 Class D-2 Senior Secured Floating Rate Notes Due
2014, Upgraded to Ba1 (sf); previously on July 21, 2011, Upgraded
to B1 (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-2 Notes have been paid down approximately 99% or $56
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 5, 2012, the Class A, Class B, Class C, and Class D
overcollateralization ratios are reported at 519.56%, 177.83%,
136.07%, and 111.71%, respectively, versus June 2011 levels of
214.99%, 140.35%, 120.78%, and 106.94%, respectively. The April
2012 trustee reported overcollateralization levels do not reflect
deleveraging of the Class A-2 Notes on the April 16, 2012 payment
date.

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 currently make up approximately 30.5% 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 $68 million,
defaulted par of $0.7 million, a weighted average default
probability of 12.71% (implying a WARF of 3185), a weighted
average recovery rate upon default of 48%, and a diversity score
of 24. 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.

Aurum CLO 2002-1 Ltd., issued in June 2002, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011. Please see the Credit Policy page on www.moodys.com for
a copy of this methodology.

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% (2548)

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

Moody's Adjusted WARF + 20% (3822)

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


AVENUE CLO III: S&P Raises Rating on Class B1L Notes to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A1L, A2L, A3L, and B1L notes from Avenue CLO III Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by Avenue
Capital Management II L.P., and removed these ratings from
CreditWatch, where S&P placed them with positive implications on
Feb. 10, 2012. "Simultaneously, we affirmed the ratings on the
class B2L and X notes," S&P said.

This transaction is currently in its reinvestment phase and can
reinvest in new collateral until the next distribution date in
July 20, 2012.

"The transaction has improved since our last rating action in Dec.
10, 2010. According to the April 2012 trustee report, the
transaction's asset portfolio held about $18.37 million in
defaulted assets, down from the $30.21 million noted in the Nov.
10, 2010, trustee report, which we referenced in our last
upgrade," S&P said.

"According to the transaction documents, the class X notes receive
scheduled principal payments on each payment date based on its
amortization schedule before its July 20, 2012, maturity date,
which is also the end of the reinvestment period. As of April 20,
2012, trustee report, the class X notes have paid down to $0.43
million, from $2.98 million in November 2010. The class A1L notes
also paid down its outstanding balance to $302 million from
$320.66 million in November 2010," S&P said.

"The reductions in defaults and 'CCC' rated assets, along with the
paydowns, resulted in improvements of the overcollateralization
(O/C) ratios. For instance, the senior class A O/C ratio went up
by 5.76%, to 121.17% as noted in the April 2012 trustee report
from 115.41% as of the November 2010 trustee report. The class A
and class B1L O/C ratios have increased by more than 5%. Based on
these credit improvements, we raised our ratings on the class A1L,
A2L, A3L, and B1L notes and removed them from CreditWatch
positive," S&P said.

"The top obligor test drove the ratings on the B1L and B2L notes
in our last rating action. The supplemental tests are the driving
factors on the class B1L notes for this action, and we have raised
the rating to 'BB+ (sf)' as a result. The class B2L continues to
be driven by the top obligor test. We affirmed the 'CCC- (sf)'
rating on these notes," S&P said.

"We also note that according to the April 2012 trustee report, the
class B2L O/C ratio is currently at 100.48%, which continues to
fail its threshold of 101.75%. The B2L notes continue to have an
accumulated periodic rate shortfall, and the current balance of
the B2L notes is at 114.9% of the original balance higher than the
109.51% noted in November 2010," S&P said.

"At the same time, we affirmed the 'AAA (sf)' rating on class X,"
S&P said.

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

               STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Avenue CLO III Ltd.
                        Rating
Class              To           From
A1L                AAA (sf)     AA+ (sf)/ Watch Pos
A2L                AA+ (sf)     A (sf)/ Watch Pos
A3L                A+ (sf)      BB+ (sf)/ Watch Pos
B1L                BB+ (sf)     CCC- (sf)/ Watch Pos

RATINGS AFFIRMED

Avenue CLO III Ltd.
Class              Rating
X                  AAA (sf)
B2L                CCC- (sf)


BABSON CLO 2008-II: S&P Withdraws 'BB+' Rating on Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 24
classes of notes from 10 collateralized debt obligation (CDO)
transactions.

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

ACAS Business Loan Trust 2004-1 is a cash flow collateralized loan
obligation (CLO) which paid the class C notes down in full on the
April 25, 2012, payment date, from an outstanding balance of
$11.97 million.

ACAS Business Loan Trust 2005-1 is a cash flow CLO. The
transaction paid the class B notes down in full on the April 25,
2012, payment date, from an outstanding balance of $37.82 million.

"Ares IIR CLO Ltd. is a cash flow CLO. The transaction paid the
class A, B, C, D-1, and D-2 notes down in full following an April
20, 2012, notice of optional redemption. The transaction paid
these classes down in full on the April 30, 2012, payment date,
from outstanding balances of $88.46 million, $13.13 million,
$13.13 million, $20.00 million, and $5.00 million," S&P said.

Babson CLO Ltd. 2008-II is a cash flow CLO. The transaction paid
the class A-1, A-2, B, C, D, and E notes down in full following a
March 29, 2012, notice of redemption. The transaction paid these
classes down in full on the April 12, 2012, payment date, from
outstanding balances of $249.49 million, $10.00 million, $12.50
million, $20.50 million, $11.50 million, and $12.50 million.

Bushnell Loan Fund II Ltd. is a cash flow CLO which paid the class
A-1 and A-2 notes down in full on the April 30, 2012, payment
date, from outstanding balances of $1.59 million and $7.75
million.

Green Lane CLO Ltd. is a cash flow CLO. The transaction paid the
class A-1, A-2, B, and C notes down in full on the April 30, 2012,
payment date, from outstanding balances of $225.93 million, $25.10
million, $23.00 million, and $33.75 million.

Integral Funding Ltd. is a cash flow CLO which paid the class A-1
notes down in full on the April 16, 2012, payment date, from an
outstanding balance of $41.47 million.

"Marathon CLO I Ltd. is a cash flow CLO. The transaction is
structured so that a specified portion of excess interest proceeds
are used to pay down the principal balance of class E notes. In
this way, the transaction paid the class E notes down in full on
the April 26, 2012, payment date, from an outstanding balance of
$17,478.38," S&P said.

Premium Loan Trust I Ltd. is a cash flow CLO. The transaction paid
the class A notes down in full on the April 25, 2012, payment
date, from an outstanding balance of $9.50 million.

Stone Tower CLO II Ltd. is a cash flow CLO which paid the class C
and D notes down in full on the April 24, 2012, payment date, from
outstanding balances of $3.32 million and $8.00 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 Reports
included in this credit rating report are available at:

          http://standardandpoorsdisclosure-17g7.com

RATINGS WITHDRAWN

ACAS Business Loan Trust 2004-1
                            Rating
Class               To                  From
C                   NR                  BBB+ (sf)

ACAS Business Loan Trust 2005-1
                            Rating
Class               To                  From
B                   NR                  AA+ (sf)

Ares IIR CLO Ltd.
                            Rating
Class               To                  From
A                   NR                  AAA (sf)
B                   NR                  AAA (sf)
C                   NR                  AA+ (sf)
D-1                 NR                  A- (sf)
D-2                 NR                  A- (sf)

Babson CLO Ltd. 2008-II
                            Rating
Class               To                  From
A-1                 NR                  AA+ (sf)
A-2                 NR                  AA+ (sf)
B                   NR                  AA (sf)
C                   NR                  A (sf)
D                   NR                  BBB+ (sf)
E                   NR                  BB+ (sf)

Bushnell Loan Fund II Ltd.
                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)
A-2                 NR                  AAA (sf)

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

Integral Funding Ltd.
                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)

Marathon CLO I Ltd.
                            Rating
Class               To                  From
E                   NR                  BBB+ (sf)

Premium Loan Trust I Ltd.
                            Rating
Class               To                  From
A                   NR                  AA+ (sf)

Stone Tower CLO II Ltd.
                            Rating
Class               To                  From
C                   NR                  A+ (sf)
D                   NR                  B+ (sf)


NR-Not rated.


BABSON CLO 2012-II: S&P Gives 'BB' Rating on Class D Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Babson CLO Ltd. 2012-II/Babson CLO 2012-II LLC's $369.0
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 14,
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 (CDO) criteria.

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

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

    The asset 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
    0.3439%-11.5704%," 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 Standard & Poor's 17g-7 Disclosure Report included in this
credit rating report is available at:

           http://standardandpoorsdisclosure-17g7.com

PRELIMINARY RATINGS ASSIGNED
Babson CLO Ltd. 2012-II/Babson CLO 2012-II LLC

Class               Rating          Amount
                                  (mil. $)
A-1                 AAA (sf)         255.0
A-2                 AA (sf)           42.0
B (deferrable)      A (sf)            32.0
C (deferrable)      BBB (sf)          22.0
D (deferrable)      BB (sf)           18.0
Subordinated notes  NR                39.8

NR-Not rated.


BANC OF AMERICA: Fitch Affirms 'D' Rating on $34.8MM Loans
----------------------------------------------------------
Fitch Ratings has affirmed Banc of America Commercial Mortgage,
series 2002-2.

The rating affirmations reflect the increase in credit enhancement
due to payoff since Fitch's last review offset by increasing loan
concentration.  Fitch modeled losses of 8.9 % of the remaining
pool; expected losses of the original pool are at 6.5%, including
losses already incurred to date.  Fitch has designated eight loans
(22.6%) as Fitch Loans of Concern, including seven specially
serviced loans (14%).

As of the May 2012 distribution date, the pool's aggregate
principal balance has been paid down by approximately 86.2% to
$237.6 million from $1.724 billion at issuance.  Ten (50.1%) of
the remaining 26 loans are defeased.  Fitch expects losses
associated with specially serviced loans will be absorbed by class
K.  Interest shortfalls are currently affecting classes J, K and
the non-rated class O with cumulative unpaid interest totaling
$0.8 million.

The largest contributor to modeled losses (8.1%) is secured by a
264,664 square foot (sf) retail center in Fenton, MO.  The anchors
are Kohl's and Target, which owns its own store thus not part of
the collateral.  The servicer reported year-end (YE) 2011 debt
service coverage ratio (DSCR) was 0.6 times (x), compared to 0.79x
at YE2010 and 1.21x at issuance.  The decline in performance is
primarily due to the losses of two major tenants which filed for
bankruptcy and vacated. YE2011 occupancy was 74%, decreased from
100% at issuance.

The second largest contributor to modeled losses (3%) is secured
by a 61,910 sf single tenant retail property in Waukesha, WI.  The
loan was transferred to the special servicer in March 2011 for
imminent default.  The property has apparently been dark at least
two years.  The lease expires in September 2019 and the tenant is
still paying the rent.  The servicer reported first-quarter 2011
DSCR was 1.34x.

The third largest contributor to modeled losses (2.9%) is secured
by a 52,840 sf retail property in Destin, FL.  The loan was
transferred to the special servicer in January 2012 due to
maturity default.  The loan matured on July 1, 2011 and was not
paid off.  The property is operated under a master lease with a
triple net lease structure which expires in June 2021.  The
borrower has filed a lawsuit against the master lessee for
deferred maintenance and other issues, which hindered the
refinancing of the loan. The litigation remains ongoing.  The
servicer is negotiating with the borrower for a loan extension.
The servicer reported DSCR as of September 2011 was 2.02x,
compared to 1.32x at issuance.  As of February 2012, the property
was 45% occupied.

Fitch has affirmed the following classes as indicated:

  -- $6.7 million class A-3 at 'AAA'; Outlook Stable;
  -- $64.7 million class B at 'AAA'; Outlook Stable;
  -- $17.2 million class C at 'AAA'; Outlook Stable;
  -- $12.9 million class D at 'AAA'; Outlook Stable;
  -- $17.2 million class E at 'AAA'; Outlook Stable;
  -- $21.6 million class F at 'AAA'; Outlook Stable;
  -- $21.6 million class G at 'AAA'; Outlook Stable.
  -- $19.4 million class H at 'AA'; Outlook Stable;
  -- $21.6 million class J at 'BBB-'; Outlook Negative;
  -- $34.8 million class K at 'D'; RE to 50% from 60%;

Classes A-1 and A-2 have paid in full. Fitch affirms classes L, M,
N and O at'D/RE0%', which have been depleted due to incurred
losses.  Fitch does not rate class P certificates.  Fitch withdrew
the ratings on the interest-only classes XC and XP at prior
review.


BANC OF AMERICA: Moody's Lowers Ratings on 2 RMBS Tranches to 'C'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 91
tranches and confirmed the ratings of 52 tranches from 20 RMBS
transactions, backed by prime jumbo loans, issued by Banc of
America.

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 its 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, 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: Banc of America Funding 2004-D Trust

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

Cl. 3-A-1, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to B2 (sf); previously on Apr 25, 2011
Downgraded to B1 (sf)

Cl. 5-A-2, Downgraded to B3 (sf); previously on Apr 25, 2011
Downgraded to B2 (sf)

Cl. B-1, Downgraded to C (sf); previously on Apr 25, 2011
Downgraded to Caa3 (sf)

Issuer: Banc of America Mortgage 2002-L Trust

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

Cl. 1-A-2, Confirmed at Ba2 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-3, Confirmed at Ba2 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-1, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-2, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-3, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-4, Confirmed at Ba2 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Issuer: Banc of America Mortgage 2003-10 Trust

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

Cl. 1-A-2, Downgraded to A2 (sf); previously on Apr 25, 2011
Downgraded to Aa1 (sf)

Cl. 1-A-3, Downgraded to A1 (sf); previously on Apr 25, 2011
Downgraded to Aa1 (sf)

Cl. 1-A-7, Downgraded to Aa2 (sf); previously on Apr 25, 2011
Confirmed at Aaa (sf)

Cl. 1-A-8, Downgraded to Aa3 (sf); previously on Apr 25, 2011
Confirmed at Aa1 (sf)

Cl. 1-A-9, Downgraded to A1 (sf); previously on Apr 25, 2011
Downgraded to Aa1 (sf)

Cl. 2-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-7, Downgraded to Ba2 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-8, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to Baa3 (sf); previously on Apr 25, 2011
Downgraded to A3 (sf)

Cl. 4-A-1, Downgraded to Ba2 (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. 30-IO, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

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

Issuer: Banc of America Mortgage 2003-9 Trust

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

Cl. I-A-9, Confirmed at Aa1 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. I-A-11, Downgraded to Baa1 (sf); previously on Apr 25, 2011
Downgraded to A3 (sf)

Cl. I-A-17, Confirmed at Aa2 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. I-A-18, Confirmed at Aa2 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-3, Downgraded to A1 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-4, Downgraded to A1 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-5, Downgraded to A3 (sf); previously on Apr 25, 2011
Downgraded to A1 (sf)

Cl. 4-A-1, Confirmed at Aa1 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

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

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

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

Cl. X-B-1, Downgraded to B1 (sf); previously on Apr 25, 2011
Downgraded to Ba3 (sf)

Cl. X-B-2, Downgraded to Caa2 (sf); previously on Apr 25, 2011
Downgraded to B3 (sf)

Cl. X-B-4, Downgraded to C (sf); previously on Apr 25, 2011
Downgraded to Ca (sf)

Issuer: Banc of America Mortgage 2003-C Trust

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

Cl. 1-A-2, Confirmed at Ba2 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-3, Confirmed at Ba3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-1, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-2, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-3, Confirmed at Ba3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. 3-A-1, Downgraded to Aa3 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Issuer: Banc of America Mortgage 2003-D Trust

Cl. 2-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-2, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-3, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-4, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-5, Downgraded to Baa3 (sf); previously on Jan 31, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. 2-A-6, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. A-P, Downgraded to Ba1 (sf); previously on Apr 25, 2011
Downgraded to Baa3 (sf)

Issuer: Banc of America Mortgage 2003-E Trust

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

Cl. 1-A-2, Downgraded to Baa2 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-3, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to Baa1 (sf); previously on Apr 25, 2011
Downgraded to A1 (sf)

Cl. 2-A-2, Downgraded to Baa1 (sf); previously on Apr 25, 2011
Downgraded to A1 (sf)

Cl. 3-A-1, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Confirmed at Baa2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. A-P, Downgraded to Baa2 (sf); previously on Apr 25, 2011
Downgraded to Baa1 (sf)

Issuer: Banc of America Mortgage 2003-G Trust

Cl. 1-A-1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 A3
(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. 2-A-1, Downgraded to Ba1 (sf); previously on Apr 25, 2011
Downgraded to Baa3 (sf)

Cl. 3-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Issuer: Banc of America Mortgage 2003-H Trust

Cl. 2-A-1, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-2, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-3, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-4, Downgraded to B2 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. 3-A-1, Downgraded to Baa3 (sf); previously on Apr 25, 2011
Downgraded to A2 (sf)

Issuer: Banc of America Mortgage 2003-I Trust

Cl. 1-A-1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-6, Downgraded to Ba2 (sf); previously on Apr 25, 2011
Downgraded to Baa3 (sf)

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

Cl. B-1, Downgraded to Caa2 (sf); previously on Apr 25, 2011
Downgraded to Caa1 (sf)

Issuer: Banc of America Mortgage 2003-J Trust

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

Cl. 1-A-2, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-3, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-1, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

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

Cl. 2-A-8, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. 3-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-2, Downgraded to Baa3 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to A3 (sf); previously on Apr 25, 2011
Downgraded to A1 (sf)

Cl. B-2, Downgraded to Ca (sf); previously on Apr 25, 2011
Downgraded to Caa3 (sf)

Cl. B-3, Downgraded to C (sf); previously on Apr 25, 2011
Downgraded to Ca (sf)

Issuer: Banc of America Mortgage 2003-K Trust

Cl. 1-A-1, Downgraded to B1 (sf); previously on Apr 25, 2011
Downgraded to Ba1 (sf)

Cl. 1-A-2, Downgraded to B1 (sf); previously on Apr 25, 2011
Downgraded to Ba1 (sf)

Cl. 1-A-3, Downgraded to B2 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-2, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. 3-A-1, Downgraded to B1 (sf); previously on Apr 25, 2011
Downgraded to Baa3 (sf)

Cl. B-1, Downgraded to Caa3 (sf); previously on Jan 31, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

Issuer: Banc of America Mortgage 2003-L Trust

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

Cl. 1-A-3, Confirmed at Ba3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-1, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-2, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Issuer: Banc of America Mortgage 2004-10 Trust

Cl. 1-A-1, Downgraded to Ba2 (sf); previously on Apr 25, 2011
Downgraded to A3 (sf)

Cl. 1-A-3, Downgraded to Ba1 (sf); previously on Apr 25, 2011
Downgraded to A3 (sf)

Cl. 1-A-4, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-5, Downgraded to Ba2 (sf); previously on Apr 25, 2011
Downgraded to A3 (sf)

Cl. 1-A-9, Downgraded to Ba2 (sf); previously on Apr 25, 2011
Downgraded to A3 (sf)

Cl. X-PO, Downgraded to Ba2 (sf); previously on Apr 25, 2011
Downgraded to A2 (sf)

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

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

Issuer: Banc of America Mortgage 2004-2 Trust

Cl. 1-A-7, Downgraded to Baa1 (sf); previously on Apr 25, 2011
Downgraded to A2 (sf)

Cl. 1-A-8, Downgraded to A3 (sf); previously on Apr 25, 2011
Downgraded to A2 (sf)

Cl. 2-A-2, Downgraded to Baa3 (sf); previously on Apr 25, 2011
Downgraded to A3 (sf)

Cl. 2-A-3, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-4, Downgraded to Caa1 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-5, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. A-PO, Downgraded to Ba1 (sf); previously on Apr 25, 2011
Downgraded to Baa2 (sf)

Cl. 4-15-IO, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 5-A-IO, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

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

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

Cl. 3-B-1, Downgraded to Caa1 (sf); previously on Apr 25, 2011
Downgraded to B3 (sf)

Cl. 5-B-2, Downgraded to Caa3 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Cl. 5-B-3, Downgraded to Ca (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Issuer: Banc of America Mortgage 2004-F Trust

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

Cl. 2-A-6, Confirmed at B1 (sf); previously on Jan 31, 2012 B1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-7, Confirmed at B1 (sf); previously on Jan 31, 2012 B1
(sf) Placed Under Review for Possible Upgrade

Cl. 3-A-1, Confirmed at B3 (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Upgrade

Cl. 4-A-1, Downgraded to B2 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Issuer: Banc of America Mortgage 2004-G Trust

Cl. 1-A-1, Downgraded to B2 (sf); previously on Apr 25, 2011
Downgraded to Ba3 (sf)

Cl. 3-A-2, Confirmed at Ca (sf); previously on Jan 31, 2012 Ca
(sf) Placed Under Review for Possible Upgrade

Cl. 4-A-1, Downgraded to Caa1 (sf); previously on Apr 25, 2011
Downgraded to B3 (sf)

Issuer: Banc of America Mortgage 2004-H Trust

Cl. 1-A-1, Downgraded to Caa1 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-2, Downgraded to Caa1 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to B1 (sf); previously on Apr 25, 2011
Downgraded to Ba2 (sf)

Cl. 2-A-2, Downgraded to B1 (sf); previously on Apr 25, 2011
Downgraded to Ba2 (sf)

Issuer: Banc of America Mortgage 2004-I Trust

Cl. 1-A-1, Downgraded to B2 (sf); previously on Apr 25, 2011
Downgraded to Ba3 (sf)

Cl. 1-A-2, Downgraded to B2 (sf); previously on Apr 25, 2011
Downgraded to Ba3 (sf)

Cl. 2-A-1, Downgraded to B1 (sf); previously on Apr 25, 2011
Downgraded to Ba2 (sf)

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

Cl. 2-A-3, Downgraded to Caa2 (sf); previously on Apr 25, 2011
Downgraded to B3 (sf)

Cl. 3-A-1, Confirmed at A1 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Upgrade

Cl. 3-A-2, Confirmed at A1 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Upgrade

Issuer: Banc of America Mortgage 2004-L Trust

Cl. 3-A-1, Downgraded to Caa1 (sf); previously on Apr 25, 2011
Downgraded to B2 (sf)

Cl. 4-A-1, Downgraded to Ba3 (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_SF284636

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


BANC OF AMERICA: Fitch Downgrades Ratings on Seven Cert. Classes
----------------------------------------------------------------
Fitch Ratings has downgraded seven classes from Banc of America
Commercial Mortgage Inc., commercial mortgage pass-through
certificates, series 2005-1.

The downgrades reflect an increase in Fitch modeled losses across
the pool, primarily attributed to declining performance and
therefore increased loss expectations on two loans which had
transferred to special servicing since Fitch's last rating action.
Eight loans (19.6% of the pool) are in special servicing.

Fitch modeled losses of 8.46% of the outstanding pool.  The
expected losses of the original pool are at 7.07%, which includes
2.09% in losses realized to date.  Fitch has designated 32 loans
(34.63%) as Fitch Loans of Concern, which include the eight
specially serviced loans (19.60%).  Six of the Fitch Loans of
Concern (21.34% of the pool) are within the transaction's top 15
loans by unpaid principal balance.

As of the April 2012 distribution date, the pool's aggregate
principal balance has reduced by 41.24% (including realized
losses) to $1.36 billion from $2.32 billion at issuance.  Six
loans (6.26%) are currently defeased.  Interest shortfalls are
affecting classes G through P.

The largest contributor to Fitch's modeled loss is the Tri-Estates
Manufactured Housing Community loan(2.94%) which is secured by a
902-pad manufactured housing community located in Bourbonnais, IL,
about 50 miles south of Chicago.  he loan transferred to special
servicing in August 2010 for imminent default.  The special
servicer filed for foreclosure in October 2010.  Foreclosure had
been delayed due to the borrower filing for bankruptcy.  The
bankruptcy stay was lifted in June 2011 and a receiver was
appointed in September 2011.  The receiver is working to stabilize
the property while foreclosure proceedings continue.

The second largest contributor to modeled loss is secured by
576,620 square foot (sf) office building in downtown Cleveland, OH
(2.57%).  The loan, which matured on April 1, 2012, had
transferred to special servicing in January 2012 for imminent
maturity default.  The special servicer and borrower have entered
into a 30 day forbearance agreement while workout options are
being discussed.

The next contributor to loss consists of a 288,175 sf office
property in Atlanta, GA (1.1%).  The loan on this property, which
transferred to special servicing in June 2009 for imminent
default, was modified in December 2009.  Terms of the modification
included an extension to the original loan term and bifurcation of
the loan into a senior and junior component.  Although losses are
not expected imminently, any recovery to the B-note is contingent
upon full recovery to the A-note proceeds at the loan's maturity
in 2016.  Unless collateral performance improves, recovery to the
B-note component is unlikely.

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

  -- $43.5 million class D to 'Bsf' from 'BBBsf'; Outlook Stable;
  -- $20.3 million class E to 'CCCsf' from 'BBsf'; RE 90%;
  -- $26.1 million class F to 'CCsf' from 'Bsf'; RE 0%;
  -- $20.3 million class G to 'CCsf' from 'CCCsf'; RE 0%;
  -- $34.8 million class H to 'Csf' from 'CCCsf'; RE 0%;
  -- $5.8 million class J to 'Csf' from 'CCsf'; RE 0%;
  -- $8.7 million class K to 'Csf' from 'CCsf'; RE 0%.

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

  -- $107 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $54 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $343.1 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $63.3 million class A-SB at 'AAAsf'; Outlook Stable;
  -- $381.2 million class A-5 at 'AAAsf'; Outlook Stable;
  -- $168.4 million class A-J at 'AAAsf'; Outlook Stable;
  -- $61 million class B at 'AAsf'; Outlook to Negative from
     Stable;
  -- $20.3 million class C at 'Asf'; Outlook to Negative from
     Stable.

Classes A-1 and A-2 have repaid in full. Classes L through O will
remain at 'Dsf', RE 0% due to realized losses.  Fitch does not
rate class P, which has been reduced to zero due to realized
losses.

Fitch also affirms the ratings and Outlooks of the following
classes:

  -- $2.1 million class SM-A at 'BB+sf'; Outlook Stable;
  -- $2 million class SM-B at 'BB+sf'; Outlook Stable;
  -- $6.3 million class SM-C at 'BBsf'; Outlook Stable;
  -- $2.5 million class SM-D at 'BB-sf'; Outlook Stable;
  -- $1.9 million class SM-E at 'BB-sf'; Outlook Stable;
  -- $4.8 million class SM-F at 'B+sf'; Outlook Stable;
  -- $4.1 million class SM-G at 'Bsf'; Outlook Stable;
  -- $5.4 million class SM-H at 'B-sf'; Outlook Stable.

The SM rake classes represent the B-note for the Southdale Mall.
The $118.6 million A-note is included in the pooled portion of the
trust.  Fitch does not rate the SM-J rake class.  Fitch also does
not rate the LM rake class, which is specific to the Landmark Mall
$280,196 B-note.  A $2.9 million A-note for the Landmark Mall is
included in the pooled portion of the trust.  Rake classes FM-A,
FM-B, FM-C, and FM-D have paid in full.

Fitch had previously withdrawn the rating on the interest-only
class XW.


BAYVIEW FINANCIAL: Moody's Reviews 'Ca' Rating on Cl. M-2 Tranche
-----------------------------------------------------------------
Moody's Investors Service has placed on downgrade review ratings
of three tranches issued by Bayview Financial Revolving Asset
Trust 2004-B.

Ratings Rationale

The actions are a result of the recent downgrade review on the
underlying bonds issued by various Bayview Commercial Asset
Trusts. The underlying deals are backed by commercial real estate
loans.

The principal methodology used in this rating was "Moody's
Approach to Rating US Resecuritized Residential Mortgage-Backed
Securities" published in February 2011.

The review on the resecuritization bonds will be completed once
the review on the underlying bonds is completed.

Primary sources of assumption uncertainty on the underlying bonds
placed on review are the general economic environment, commercial
property values, and the ability of small businesses to recover
from the recession.

Complete rating actions are as follows:

Issuer: Bayview Financial Revolving Asset Trust 2004-B

Cl. A-1, B1 (sf) Placed Under Review for Possible Downgrade;
previously on Dec 18, 2009 Downgraded to B1 (sf)

Cl. A-2, B1 (sf) Placed Under Review for Possible Downgrade;
previously on Dec 18, 2009 Downgraded to B1 (sf)

Cl. M-1, Caa2 (sf) Placed Under Review for Possible Downgrade;
previously on Dec 18, 2009 Downgraded to Caa2 (sf)

Cl. M-2, Ca (sf) Placed Under Review for Possible Downgrade;
previously on Dec 18, 2009 Downgraded to Ca (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF285764



BEAR STEARNS: Fitch Cuts Rating on $13.3MM H Certificates to CCsf
-----------------------------------------------------------------
Fitch Ratings downgrades one class of Bear Stearns Commercial
Mortgage Securities Trust commercial mortgage pass through
certificates, series 2000-WF1.

The downgrade to the distressed class is a result of increased
certainty of losses from the loan in special servicing and
incurred interest shortfalls.  The affirmation reflects sufficient
credit enhancement after consideration for both defeased loans and
expected losses.  Although the balance of class G has sufficient
proceeds from defeasance to repay the class, the class is affirmed
due to concentration concerns, longer dated maturities of the
defeased loans and the potential for interest shortfalls to be
incurred.  As of the April 2012 distribution date, the pool's
certificate balance has paid down 97.4% to $23.0 million from
$888.3 million at issuance.

There are 23 remaining loans from the original 181 loans at
issuance.  Of the remaining loans, nine loans (42.3%) have
defeased and one loan (13.2%) is in special servicing.

The largest contributor to losses is a 29,812 square foot (sf)
office property in Las Vegas, NV.  The subject was foreclosed upon
in March 2010 and is being marketed for sale. Occupancy as of
February 2012 was 25.2%.

Fitch downgrades the rating for the following class as indicated:

  -- $13.3 million class H to 'CCsf' from 'CCCsf'; 'RE 10%'.

Fitch affirms the rating for the following class as indicated:

  -- $7.0 million class G at 'A+sf'; Outlook Stable.

Fitch does not rate class M. Classes A-1, A-2, B, C, D, E and F
have paid in full.  Fitch maintains the rating of 'Dsf, RE 0%' on
classes I, J, K and L.  Additionally, Fitch previously withdrew
the ratings of the interest only class X.


BRASCAN REAL 2005-2: S&P Affirms 'B+' Rating on Class E Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class D and E notes from Brascan Real Estate CDO 2004-1 Ltd. and
the class E notes from Brascan Structured Notes 2005-2 Ltd., both
of which are commercial real estate collateralized debt obligation
(CRE CDO) transactions, and removed them from CreditWatch with
negative implications.

"The 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. This criteria includes revisions to our assumptions
on correlations, recovery rates, and default patterns and timings
of the collateral. The criteria also includes supplemental stress
tests (largest obligor default test and largest industry default
test), which we considered in our analysis. In our analysis, we
also considered the amount of defaulted assets held in the
portfolio and our expected recovery for the transactions," S&P
said.

                 Brascan Real Estate CDO 2004-1 Ltd.

"According to the April 16, 2012, trustee report, the
transaction's collateral totaled $62.6 million, while its
liabilities totaled $54.6 million, subsequent to the April 20,
2012, distribution date. This is down from $300.7 million at
issuance," S&P said. The transaction's current asset pool includes
these:

    Nine CMBS tranches from nine distinct transactions issued
    between 2001 and 2007 ($48.5 million, 77.5%); and

    One subordinate-interest loan ($14.1 million, 22.5%).

Two of the assets classified as CMBS securities are raked bonds
which derive 100% of their cashflow from subordinate nonpooled
components of loans held in the commercial mortgage-backed
securities (CMBS) transactions.

"The trustee report noted one defaulted loan asset, the 100 W.
Putnam B-1 Subordinate Loan ($14.1 million, 22.5%). Standard &
Poor's estimated an asset-specific recovery rate which we based on
information the collateral manager provided," S&P said.

                Brascan Structured Notes 2005-2 Ltd.

According to the April 30, 2012, trustee report, the transaction's
collateral totaled $100.7 million, including principal proceeds,
while its liabilities totaled $87.3 million. This is down from
$300.0 million at issuance. The transaction's current asset pool
includes these:

    Six subordinate-interest loans ($100.6 million, 99.9%);
    Principal proceeds ($86,109, 0.1%).

"The trustee report noted four defaulted loan assets ($47.9
million, 47.6%). Standard & Poor's estimated asset-specific
recovery rates which we based on information the collateral
manager provided," S&P said. The defaulted loan assets are listed:

    Stuyvesant Town /Peter Cooper Village Mezz Loan ($20.0
    million, 19.9%);

    Stuyvesant Town /Peter Cooper Village Mezz Loan ($5.0 million,
    5.0%);

    100 W. Putnam B-2 Subordinate Loan ($18.5 million, 18.4%); and

    100 W. Putnam B-3 Subordinate Loan ($4.4 million, 4.4%).

"The class E notes from Brascan 2005-2 are the only rated
outstanding notes in the transaction and have paid down to roughly
18% of the original balance," S&P said.

"We reviewed the credit characteristics of the publicly rated
underlying collateral using Standard & Poor's issued ratings. We
based our analyses on the unrated collateral on information
provided by Brascan Real Estate Financial Partners LLC, and
trustee, U.S. Bank, National Association, as well as market and
valuation data from third-party providers," S&P said.

Both deals are passing all overcollateralization and interest
coverage tests.

Standard & Poor's will continue to review whether, in its view,
the ratings assigned to the notes remain consistent with the
credit enhancement available to support them and take rating
actions as it 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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

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

          http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH

Brascan Real Estate CDO 2004-1 Ltd.

                  Rating
Class     To                   From
D         BBB (sf)             BBB (sf)/Watch Neg
E         BBB- (sf)            BBB- (sf)/Watch Neg

Brascan Structured Notes 2005-2 Ltd.
                  Rating
Class     To                   From
E         B+ (sf)              B+ (sf)/Watch Neg


CENTURION CDO 8: S&P Raises Rating on Class D Notes to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B-1, B-2, C, and D notes from Centurion CDO 8 Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by
Columbia Management Investment Advisers LLC. "We removed the
ratings from CreditWatch, where we placed them with positive
implications on Feb. 10, 2012. At the same time, we withdrew our
rating on the class G combination securities," S&P said.

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

This transaction is currently in its amortization phase. The class
A notes have been paid down by $40.36 million since the April 2010
rating action. The class A balance is now $410.21 million, which
is 88.22% of its original balance.

"The transaction has also benefited from improved credit quality
of the underlying asset portfolio since our last rating action on
April 1, 2010. According to the March 2012 trustee report, the
amount of defaulted assets decreased to $4.23 million from $31.31
million reported in the March 2010 report, which we used for our
April 2010 action," S&P said.

"We also observed that 3.45% of the portfolio assets have a
maturity date after the legal final maturity of the transaction
according to the March 28, 2012, trustee report. Our analysis
accounted for the potential market value and/or settlement related
risk arising from the potential liquidation of the remaining
securities on the legal final maturity date of the transaction,"
S&P said.

"The class G combination securities consisted of a portion of
class C and subordinated notes. We withdrew our rating on this
class after the noteholder exchanged the composite note in whole
for the classes represented by its components," S&P said.

Standard & Poor's 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 Reports
included in this credit rating report are available at:

          http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Centurion CDO 8 Ltd.
                        Rating
Class              To           From
A                  AA+ (sf)     AA- (sf)/Watch Pos
B-1                A- (sf)      BB+ (sf)/Watch Pos
B-2                A- (sf)      BB+ (sf)/Watch Pos
C                  BB+ (sf)     BB- (sf)/Watch Pos
D                  B- (sf)      CCC+ (sf)/Watch Pos
G combo sec        NR           BB- (sf)/Watch Pos

NR-Not rated.


CHL MORTGAGE: Moody's Lowers Ratings on 2 RMBS Tranches to 'C'
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 18
tranches, and confirmed the ratings of eight tranches from five
RMBS transactions, backed by Alt-A and Option ARM loans, issued by
Countrywide.

Ratings Rationale

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

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

The rating action constitute of a number of downgrades. 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 its 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, 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: CHL Mortgage Pass-Through Trust 2003-52

Cl. A-1, Confirmed at Ba3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. A-2, Downgraded to B3 (sf); previously on Mar 3, 2011
Downgraded to Ba3 (sf)

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

Issuer: CHL Mortgage Pass-Through Trust 2004-25

Cl. 1-A-3, Downgraded to Caa1 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Cl. 1-X, Confirmed at Ca (sf); previously on Feb 22, 2012 Ca (sf)
Placed Under Review for Possible Downgrade

Cl. 2-A-4, Downgraded to C (sf); previously on Jan 31, 2012 Caa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-X, Confirmed at Ca (sf); previously on Feb 22, 2012 Ca (sf)
Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2004-29

Cl. 1-A-1, Downgraded to Baa1 (sf); previously on Mar 3, 2011
Downgraded to A1 (sf)

Cl. 1-A-2, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 1-X, Downgraded to B1 (sf); previously on Feb 22, 2012
Downgraded to Ba2 (sf) and Placed Under Review for Possible
Downgrade

Cl. 2-A-1, Downgraded to Caa1 (sf); previously on Mar 3, 2011
Downgraded to B3 (sf)

Cl. 2-X, Confirmed at Caa2 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf) and Placed Under Review for Possible
Downgrade

Cl. 3-A-1, Downgraded to Caa3 (sf); previously on Mar 3, 2011
Downgraded to Caa2 (sf)

Cl. 3-X, Downgraded to Caa3 (sf); previously on Mar 3, 2011
Downgraded to Caa2 (sf)

Cl. 3-PO, Downgraded to C (sf); previously on Mar 3, 2011
Downgraded to Ca (sf)

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

Issuer: CHL Mortgage Pass-Through Trust 2004-HYB8

Cl. 4-A-1, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-1, Downgraded to Caa1 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-1, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Cl. 7-A-1, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Cl. 8-A-1, Downgraded to Caa2 (sf); previously on Mar 3, 2011
Downgraded to B3 (sf)

Cl. II-X, Downgraded to Caa2 (sf); previously on Feb 22, 2012 B3
(sf) Placed Under Review for Possible Downgrade

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

Cl. I-X, Confirmed at B2 (sf); previously on Feb 22, 2012 B2 (sf)
Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2004-HYB9

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

Cl. 2-A-1, Downgraded to Caa1 (sf); previously on Mar 3, 2011
Downgraded to B3 (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF285301

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


COMM 2001-J2: S&P Lowers Rating on Class G Certificates to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'B- (sf)'
from 'BB+ (sf)' on the class G commercial mortgage pass-through
certificates from COMM 2001-J2, a U.S. commercial mortgage-backed
securities (CMBS) transaction. "Concurrently, we affirmed our
ratings on 11 other classes from the same transaction," S&P said.

"Our rating actions reflect our analysis of the transaction, which
included our revaluation of the collateral securing the
Willowbrook Mall loan ($149.5 million, 43.5% of the pooled trust
balance), which is one of the two remaining loans in the pool. The
other loan, the AT&T Building loan ($193.8 million, 56.5%) has
been defeased. Our analysis also considered the deal structure,
liquidity available to the trust, and current and potential
interest shortfalls affecting the trust. We constrained our
ratings because of the potential for additional interest
shortfalls from additional workout fees if and when the two
remaining loans pay off in full. The Willowbrook Mall loan and the
defeased AT&T Building loan were previously with the special
servicer, Berkadia Commercial Mortgage LLC (Berkadia), and have
been returned as corrected mortgage loans to the master servicer,
also Berkadia. Pursuant to the transaction documents, the special
servicer is entitled to a workout fee equal to 1.0% of all future
and principal and interest payments on the loans if they continue
to perform and remain with the master servicer. As of the April
16, 2012, trustee remittance report, the trust shorted interest
totaling $26,896 for the two remaining loans," S&P said.

"We lowered our rating on the class G certificates to 'B- (sf)'
because we believe the accumulated interest shortfalls will remain
outstanding for the foreseeable future. Class G has accumulated
interest shortfalls outstanding for 11 months," 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 ratings
on the class EIO, X, and XC interest-only (IO) certificates based
on our current criteria," S&P said.

"The Willowbrook Mall loan has a trust and whole-loan balance of
$149.5 million (43.5%) and is secured by 496,656 sq. ft. of a 1.5
million-sq.-ft. super-regional mall, in Wayne, N.J. The loan was
modified on Dec. 30, 2009. The modification terms include, among
other items, a maturity extension to June 30, 2016 (with no
additional extension options), a new monthly amortization
schedule, and an agreement that the sponsor will repay legal,
title, and appraisals expenses. As of the April 16, 2012, trustee
remittance report, the trust incurred a monthly workout fee of
$11,434. The master servicer reported an in-trust debt service
coverage (DSC) of 2.22x for year-end 2011 and an occupancy of
97.6% as of the Dec. 31, 2011, rent roll. Our adjusted valuation,
using a 7.75% capitalization rated, yielded a stressed in-trust
loan-to-value (LTV) ratio of 48.4%," S&P said.

"The defeased AT&T Building loan has a trust balance of $193.8
million. Prior to the defeasance, the loan was transferred to the
special servicer and subsequently modified. The commercial real
estate securing the AT&T building loan was released from its lien
and substituted with defeasance collateral consisting of U.S.
government obligations. As of the April 16, 2012, trustee
remittance report, a monthly workout fee of $15,462 was in effect
for the loan. The loan matures on Aug. 1, 2016," 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

RATING LOWERED

COMM 2001-J2
Commercial mortgage pass-through certificates

            Rating
Class    To        From         Credit enhancement (%)
G        B- (sf)   BB+ (sf)                3.49


RATINGS AFFIRMED

COMM 2001-J2
Commercial mortgage pass-through certificates

Class       Rating       Credit enhancement (%)
A2          AAA (sf)                      97.80
A2F         AAA (sf)                      97.80
B           AAA (sf)                      71.05
C           AAA (sf)                      37.28
D           AA (sf)                       28.07
E           A+ (sf)                       17.10
ECS         A+ (sf)                       17.10
F           A- (sf)                       13.16
EIO         A+ (sf)                         N/A
X           AAA (sf)                        N/A
XC          AAA (sf)                        N/A

N/A - Not applicable.


COMM 2012-CCRE1: Moody's Assigns '(P) B2' Rating to Cl. G Certs.
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
thirteen classes of CMBS securities, issued by COMM 2012-CCRE1,
Commercial Mortgage Pass-Through Certificates, Series 2012-CCRE1.

Cl. A-1, Assigned (P) Aaa (sf)

Cl. A-2, Assigned (P) Aaa (sf)

Cl. A-3, Assigned (P) Aaa (sf)

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

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

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

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

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

Cl. X-B, Assigned (P) Ba3 (sf)

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

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

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

Cl. G, Assigned (P) B2 (sf)

Ratings Rationale

The Certificates are collateralized by 54 fixed rate loans secured
by 76 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 1.52X is greater than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 1.11X is greater than the 2007 conduit/fusion transaction
average of 0.92X.

Moody's Trust LTV ratio of 94.9% is lower than the 2007
conduit/fusion transaction average of 110.6%. Moody's Total LTV
ratio (inclusive of subordinated debt) of 95.0% 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 score is
23.9. The transaction's loan level diversity is at the higher end
of the band of Herfindahl scores found in most multi-borrower
transactions issued since 2009. With respect to property level
diversity, the pool's property level Herfindahl score is 25.0. The
transaction's property diversity profile is higher than the
indices calculated in most multi-borrower transactions issued
since 2009.

This deal has a super-senior Aaa class with 30% credit
enhancement. Although the additional enhancement offered to the
senior most certificate holders provides additional protection
against pool loss, the super-senior structure is credit negative
for the certificate that supports the super-senior class. If the
support certificate were to take a loss, the loss would have the
potential to be quite large on a percentage basis. Thin tranches
need more subordination to reduce the probability of default in
recognition that their loss-given default is higher. This
adjustment helps keep expected loss in balance and consistent
across deals. The transaction was structured with additional
subordination at class A-M to mitigate the potential increased
severity to class A-M.

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 2.2, which is higher
than the indices calculated in most multi-borrower transactions
since 2009.

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

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

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

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

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 14%, and 23%, the model-indicated rating for the currently
rated Aaa Super Senior class would be Aaa, Aaa, and Aa1,
respectively; for the most junior Aaa rated class A-M would be
Aa1, Aa2, and A1, respectively. Parameter Sensitivities are not
intended to measure how the rating of the security might migrate
over time; rather they are designed to provide a quantitative
calculation of how the initial rating might change if key input
parameters used in the initial rating process differed. The
analysis assumes that the deal has not aged. Parameter
Sensitivities only reflect the ratings impact of each scenario
from a quantitative/model-indicated standpoint. Qualitative
factors are also taken into consideration in the ratings process,
so the actual ratings that would be assigned in each case could
vary from the information presented in the Parameter Sensitivity
analysis.

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


COMM MORTGAGE: Fitch Downgrades Rating on 5 Certificate Classes
---------------------------------------------------------------
Fitch Ratings has downgraded five classes of COMM Mortgage Trust
2004-LNB2, commercial mortgage pass-through certificates.

The downgrades are due to an increase in Fitch expected losses
attributed to the deterioration in performance of several Fitch
loans of concern since its last rating action.  Fitch modeled
losses of 5.36% of the outstanding pool.  The expected losses of
the original pool are at 3.71%, which includes 0.45% to date.
Cumulative interest shortfalls totaling $2.9 million are affecting
classes J through P.

As of the May 2012 distribution date, the pool's certificate
balance has paid down 38.7% to $586.6 million from $963.7 million.
Fitch identified 12 (9.7%) Fitch Loans of Concern, including three
(4.8%) real estate owned (REO) assets.  In addition, there are
eight loans (one partial), representing 24.7% of the pool
defeased.

The largest contributor to modeled losses is a 94,543 square foot
(sf) REO office building located in Trevose, PA (2.3% of the
pool).  The special servicer took title to the property via
foreclosure in April 2011.  CBRE was engaged as receiver and
retained as property manager and leasing agent.

The second largest contributor to expected losses is a 66,285 sf
REO office building located in Bensalem, PA (1.7%).  The loan
transferred to special servicing in June 2009 for monetary default
and the special servicer took title to the property via
foreclosure in April 2011.  CBRE is the property manager and
leasing agent for this property as well.

The third largest contributor to Fitch expected losses is an REO
asset with four apartment buildings comprising of 281 units
located in Huntsville, AL (0.76%).  The special servicer had taken
the property through foreclosure in April 2011.  The property was
subsequently put up for sale and its second contract for sale fell
through last month.  The special servicer reports that they are
currently addressing deferred maintenance issues at the property
before returning it to the market.

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

  -- $9.6 million class F to 'BBBsf' from 'Asf'; Outlook Stable;
  -- $10.8 million class G to 'BBsf' from 'BBB-sf'; Outlook to
     Negative from Stable;
  -- $4.8 million class J to 'CCCsf' from 'B-sf'; RE 100%;
  -- $6 million class K to 'CCsf' from 'CCCsf'; RE 10%;
  -- $4.8 million class M to 'Csf' from 'CCsf'; RE 0%.

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

  -- $460.8 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $25.2 million class B at 'AAAsf'; Outlook Stable;
  -- $9.6 million class C at 'AAAsf'; Outlook Stable;
  -- $19.2 million class D at 'AAsf'; Outlook Stable;
  -- $8.4 million class E at 'AAsf'; Outlook Stable;
  -- $10.8 million class H at 'Bsf'; Outlook to Negative from
     Stable;
  -- $3.6 million class L at 'CCsf'; RE 0%;
  -- $2.4 million class N at 'Csf'; RE 0%;
  -- $1.2 million class O at 'Csf'; RE 0%.

Fitch does not rate class P.

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

Fitch had previously withdrawn the ratings on the interest-only
classes X-1 and X-2.


COMSTOCK FUNDING: S&P Raises Rating on Class D Notes to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1A, A-1B, A-3, B, and D notes from Comstock Funding Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by
Silvermine Capital Management LLC, and affirmed the ratings on the
class A-2 and C notes. "Simultaneously, we removed our ratings on
the class A-1A, A-1B, A-2, and A-3 notes from CreditWatch, where
we placed them with positive implications on Feb. 10, 2012," S&P
said.

"We upgraded the class A-1A, A-1B, A-3, B, and D tranches due to
an increase in their credit support at the prior rating levels,"
S&P said.

"All overcollateralization (O/C) ratios increased since our last
rating action in July 2011 primarily due to (a) smaller haircut in
the O/C numerator, and (b) additional income notes issued in
October 2011," S&P said.

"According to the transaction documents, when calculating O/Cs,
the trustee haircuts SF securities that fall under specific rating
categories," S&P said.

"The haircut was approximately $17.9 million (or 4.4%) of the
performing collateral (including principal proceeds) in the June
2011 monthly trustee report that we used for the July 2011 rating
action. This haircut had decreased to $2.78 million (or 0.65%) of
the performing collateral (including principal proceeds) in the
April 2012 monthly trustee report," S&P said.

In addition, the transaction received $13 million in the form of
income notes in October 2011 that increased the O/C ratios.

Standard & Poor's also notes that the transaction resumed its
reinvestment activities in November 2011 following the removal of
the restriction in its reinvestment activities.

Following the reinvestment, the 'CCC' rated obligations declined
to 3.51% in April 2012 from 5.86% in June 2011. The improved
credit quality of the assets decreased the scenario default rates
of the portfolio that in-turn increased the credit support to the
rated notes.

The current balances of the class A-1A and A-1B (pari-passu notes)
are 86.24% of the original balance. These notes were paid down in
the past due to failure of coverage tests. Similarly, the current
balance of the class D notes is 92.22% of its original balance.
This was due to paydowns in the past following failure of the
class D coverage test. The transaction structure applies available
interest proceeds upon failure of the class D coverage test to pay
down the class D notes.

"All coverage tests are currently passing and the transaction has
not paid down any of the note balances since our last rating
actions," S&P said.

"We affirmed the ratings on the class A-2 and C notes based on our
opinion that the credit support available at the current rating
level is sufficient," S&P said.

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

               STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Comstock Funding Ltd.
                        Rating
Class              To           From
A-1A               AAA (sf)     AA+ (sf)/Watch Pos
A-1B               AAA (sf)     AA+ (sf)/Watch Pos
A-2                AA+ (sf)     AA+ (sf)/Watch Pos
A-3                AA+ (sf)     AA- (sf)/Watch Pos
B                  A+ (sf)      A (sf)
D                  BB+ (sf)     BB (sf)

RATING AFFIRMED

Comstock Funding Ltd.
Class              Rating
C                  BBB (sf)


DIVERSIFIED GLOBAL: Moody's Raises Rating on Class C Notes to B1
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two classes
of notes issued by Diversified Global Securities Limited II, Ltd.
The notes affected by the rating action are as follows:

U.S.$12,000,000 Class B Fixed Rate Senior Subordinate Notes, Due
December 17, 2017 (current outstanding balance of $193,142),
Upgraded to Aaa (sf); previously on October 10, 2011 Upgraded to
Baa2 (sf); and

U.S.$12,000,000 Class C Floating Rate Subordinate Notes, Due
December 17, 2017, Upgraded to B1 (sf) ; previously on October 10,
2011 Upgraded to B3 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of delevering of the Class B Notes and an
increase in the transaction's overcollateralization ratios since
the rating action in October 2011. Moody's notes that the Class B
Notes have been paid down by approximately 98% or $11.8 million
since the last rating action. Based on the latest trustee report
dated April 10, 2012, the Class A/B and Class C
overcollateralization ratios are reported at 10696.20% and
191.13%, respectively, versus October 2011 levels of 261.83% and
142.34%, respectively.

Diversified Global Securities Limited II is a collateralized debt
obligation backed primarily by a portfolio of Collateralized Loan
Obligations.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012.

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
pool. 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 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 rating action factors in a number of sensitivity analyses
and stress scenarios, discussed below. Results are shown in terms
of the number of notches' difference versus the current model
output, where a positive difference corresponds to lower expected
loss, assuming that all other factors are held equal:

Moody's Caa Assets notched up by 2 rating notches:

Class B: 0

Class C: 0

Moody's Caa Assets notched down by 2 rating notches:

Class B: 0

Class C: -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 performance of
the underlying assets, which are Collateralized Loan Obligations
whose assets are primarily speculative-grade debt maturing between
2014 and 2016. CDO notes' performance may also be impacted by
divergence in legal interpretation of CDO documentation by
different transactional parties due to embedded ambiguities.
Sources of additional performance uncertainties include pace of
delevering and weighted average life assumption on the underlying
assets.


FLAGSHIP CLO III: S&P Raises Rating on Class D Notes to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised and removed from
CreditWatch positive its ratings on three classes of notes from
Flagship CLO III, a collateralized loan obligation (CLO)
transaction managed by Deutsche Asset Management Inc. "We also
affirmed our ratings on two classes from the same transaction,"
S&P said.

"The rating actions reflect the increased level of credit support
available to 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 $122 million to 27% of
their original issuance amount. The principal pay downs were a
large factor in the increase of the class D overcollateralization
(O/C) test to 108.80% in April 2012 from 105.64%, in August 2011.
The balance of 'CCC' rated assets is $5.5 million, 2.4% of the
total portfolio balance," S&P said.

"The balance of long dated securities is $5.3 million, which now
represents 4.16% of the performing portfolio balance. Although we
expect this percentage to rise as the portfolio continues to
amortize, the credit risks due to market values is less pronounced
given the high O/C levels," S&P said.

"We will continue to review our ratings on the notes and assess
whether, in our view, the ratings remain consistent with the
credit enhancement available," S&P said.

               STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Flagship CLO III

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

RATINGS AFFIRMED

Flagship CLO III

Class              Rating
A Funded           AAA (sf)
A Revolving        AAA (sf)


FIRST NATIONAL: S&P Affirms 'BB' Ratings on 2 Note Series
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on seven
classes of notes issued out of First National Master Note Trust.

"The affirmations concluded our recent review of credit card
asset-backed securities (ABS) deals backed by bankcard receivables
for the U.S. bank credit card ABS that we rate. The overall
collateral performance of the credit card receivables backing the
trust has stabilized during the last 18-24 months. As part of the
review, we updated, in certain instances, our base-case
assumptions and stresses to the key performance variables (yield,
loss, and payment rates) that we use in modeling and rating credit
card ABS," S&P said.

                           Current            Previous
Base case yield            14 - 16%           14 - 16%
AAA stressed               10.00%             9.50%
AA stressed                10.50%             10.00%
A stressed                 11.00%             10.50%
BB stressed                12.00%             11.25%
BB stressed                12.75%             12.00%

                          Current            Previous
Base case loss            6.5 - 8.5%         10 - 12%
AAA stressed              34.00%             37.40%
AA stressed               27.75%             N/A
A stressed                21.25%             26.40%
BBB stressed              15.00%             16.50%
BB stressed               12.00%             13.75%

                          Current            Previous
Base case payment rate    12 - 14%           12 - 14%
AAA stressed              6.50%              6.50%
AA stressed               7.15%              7.15%
A stressed                7.80%              7.80%
BBB stressed              9.75%              9.75%
BB stressed               10.40%             10.40%

Purchase rate            Current            Previous
AAA stressed             1 - 3%             1 - 3%
AA stressed              1.5 - 3.5%         1.5 - 3.5%
A stressed               3 - 5%             3 - 5%
BBB stressed             Flat*              Flat
BB stressed              Flat               Flat

*Flat means we assume a non-declining principal receivables
balance in this
rating scenario.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

First National Master Note Trust

Series   Class        Rating
2008-2   B            A (sf)
2008-2   C            BBB (sf)
2008-2   D            BB (sf)
2009-3   A            AAA (sf)
2009-3   B            A (sf)
2009-3   C            BBB (sf)
2009-3   D            BB (sf)


FRIEDBERGMILSTEIN PRIVATE: S&P Hikes Ratings on 2 Classes to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on all six
rated classes from FriedbergMilstein Private Capital Fund I, a
U.S. collateralized loan obligation (CLO) transaction managed by
FriedbergMilstein LLC. "In addition, we removed these ratings from
CreditWatch with positive implications," S&P said.

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

"This transaction is currently in its amortization phase. Since
Jan. 10, 2010, the transaction has paid down the class A notes in
full. Class B-1 and B-2 receive principal distribution on a
prorata basis, and both notes have paid down to 89.85% of their
original balances. Since January 2010, the class D-1 and D-2 notes
have paid back $2.57 million of deferred interest but have not
paid back all previously deferred interest," S&P said.

"The credit quality of the transaction's underlying asset
portfolio has improved since our last rating action on Feb. 9,
2011. This has benefited the rated notes with a decrease in the
amounts of 'CCC' rated and defaulted obligations held in the
transaction. The 'CCC' rated and defaulted obligations have
decreased by $17.27 million and $24.31 million between
January 2011 and April 2012," S&P said.

"When calculating the overcollateralization (O/C) ratios, the
trustee haircuts 'CCC' assets which are in excess of 12.5% of the
aggregate collateral balance. In the April 5, 2012, trustee
report, there was a $5.1 million haircut (compared with no haircut
in Jan. 10, 2011). Despite this haircut, overall O/C ratios
improved due to principal paydowns. For example, the class A/B O/C
ratio was 216.71% in April 2012, up from 140.62% in January 2011,"
S&P said.

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

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

FriedbergMilstein Private Capital Fund I
                        Rating
Class              To          From
B-1               AAA (sf)     AA+ (sf)/Watch Pos
B-2               AAA (sf)     AA+ (sf)/Watch Pos
C-1               AAA (sf)     A+ (sf)/Watch Pos
C-2               AAA (sf)     A+ (sf)/Watch Pos
D-1               BB+ (sf)     B+ (sf)/Watch Pos
D-2               BB+ (sf)     B+ (sf)/Watch Pos


FRONTIER EQUIPMENT: Moody's Cuts Rating on Class A Notes to 'C'
---------------------------------------------------------------
Moody's Investors Service downgraded the Class A notes from
Frontier Equipment Receivables Trust 2004-1. The securitized pool
consists of equipment loans, primarily backed by coin laundry and
car wash equipment. The transaction is serviced by Frontier
Leasing Corporation.

The complete rating action is as follows:

Issuer: Frontier Equipment Receivables Trust 2004-1

Cl. A, Downgraded to C (sf); previously on Mar 29, 2010 Downgraded
to Caa2 (sf)

The rating action was prompted by the fact that the Class A Notes
are currently undercollateralized in the amount of $196 thousand.
As of the March 2012 payment date, only four performing contracts
remain in the pool. Because there is no cash left in the reserve
account, and both Classes B and C have been written down, the
Class A will absorb any future collateral losses. The Class A note
has a legal final maturity of November 15, 2012, by which time it
will likely receive 5-10% of the current bond balance.

The primary source of uncertainty in the performance of this
transaction is the current macroeconomic environment.

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


GALAXY IV: Moody's Upgrades Ratings on Two Note Classes to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Galaxy IV CLO, Ltd.:

$21,000,000 Class B Senior Floating Rate Notes Due 2017, Upgraded
to Aaa (sf); previously on August 3, 2011 Upgraded to Aa1 (sf);

$25,000,000 Class C Deferrable Mezzanine Notes Due 2017, Upgraded
to A1 (sf); previously on August 3, 2011 Upgraded to Baa1 (sf);

$14,500,000 Class D Deferrable Mezzanine Floating Rate Notes Due
2017, Upgraded to Ba1 (sf); previously on August 3, 2011 Upgraded
to Ba2 (sf); and

$5,500,000 Class D Deferrable Mezzanine Fixed Rate Notes Due 2017,
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 and an increase in the
transaction's overcollateralization ratios. Moody's notes that the
Class A Notes have been paid down approximately 37% or $100
million since the rating action in August 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 5, 2012, the Senior and Mezzanine
overcollateralization ratios are reported at 128.87% and 108.02%,
respectively, versus July 2011 levels of 121.42% and 106.32%,
respectively. The April 2012 trustee reported
overcollateralization ratios do not reflect deleveraging on the
April 17, 2012 payment date.

Notwithstanding the deleveraging of the transaction, Moody's notes
that the credit quality of the underlying portfolio has
deteriorated since the rating action in August 2011. In
particular, the trustee reported weighted average rating factor is
currently 2723 compared to 2561 in July 2011.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $257 million,
zero defaulted par, a weighted average default probability of 16%
(implying a WARF of 2879), a weighted average recovery rate upon
default of 51.4%, and a diversity score of 57. The default and
recovery properties of the collateral pool are incorporated in
cash flow model analysis where they are subject to stresses as a
function of the target rating of each CLO liability being
reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Galaxy IV CLO, Ltd., issued in March 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, 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% (2303)

Class A-1: 0
Class A-2: 0
Class B: 0
Class C: +1
Class D Floating: +2
Class D Fixed: +2
Class Z Combination: 0

Moody's Adjusted WARF + 20% (3454)

Class A-1: 0
Class A-2: 0
Class B: 0
Class C: -1
Class D Floating: -1
Class D Fixed: -1
Class Z Combination: 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. 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.


GE CAPITAL: Fitch Affirms 'Dsf' Rating on $5.5MM Class H Certs
--------------------------------------------------------------
Fitch Ratings has affirmed four classes of GE Capital Commercial
Mortgage Corporation's commercial mortgage pass-through
certificates, series 2000-1.

The affirmations are due to sufficient credit enhancement after
consideration for both the defeased loan and expected losses from
the specially serviced loans.  As of the April 2012 distribution
date, the pool's aggregate principal balance has been reduced by
95.6% to $31.1 million from $707 million at issuance.  Fitch
expects the pool to incur a total of 6.75% in losses of the
original pool balance including 5.1% experienced to date.

The pool is concentrated with only nine loans remaining.  One loan
(2.6%) has been defeased.  There are currently four specially
serviced loans (84.2%) in the pool.  Interest shortfalls are
affecting classes G through M.

The largest contributor to Fitch-modeled losses (31.8%) is a
specially-serviced loan secured by 153,074 square foot (sf) office
building located in Denver, CO.  The loan transferred to special
servicing on March 16, 2010 and was scheduled to mature in
November 2010.  The property is now under contract for sale.

Fitch affirms the following classes and revises Outlooks as
indicated:

  -- $1.7 million class F at 'BBB-sf'; Outlook to Stable from
     Negative;
  -- $23.9 million class G at 'Csf'; RE 15%;
  -- $5.5 million class H at 'Dsf'; RE 0%;
  -- Class I at 'Dsf'; RE 0%.

Classes A-1, A-2 and B through E have paid in full.  Fitch does
not rate class M.  The ratings on classes X and J through L have
previously been withdrawn.


GEM VIII: Moody's Hikes Rating on US$600MM Q-3 Notes From 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has taken action on the ratings of the
following notes issued by GEM VIII Limited:

U.S. $25,000,000 A-3 Notes, Upgraded to Aaa (sf); previously on
June 29, 2005 Assigned Aa2 (sf);

U.S. $40,000,000 B Notes, Upgraded to Aa1 (sf); previously on June
29, 2005 Assigned A3 (sf);

U.S. $10,000,000 Q-1 Notes, Upgraded to Aa1 (sf); previously on
September 16, 2010 Upgraded to A1 (sf);

U.S. $6,000,000 Q-3 Notes, Upgraded to Baa2 (sf); previously on
September 16, 2010 Upgraded to Ba1 (sf).

Ratings Rationale

According to Moody's, the upgrade actions taken on the Class A-3
Notes and Class B Notes are primarily a result of the deleveraging
of the senior notes and an increase in the transaction's
overcollateralization ratios since the rating action in September
2010. Moody's notes that the Class A-1A Notes and Class A-1B Notes
have been paid down by approximately 41% or $81.6 million and
$10.2 million respectively, since the last rating action. Based on
the latest trustee report dated April 15, 2012, the Class A, Class
B, Class C and Class D overcollateralization ratios are reported
at 164.2%, 138.4%, 122.9% and 116.0%, respectively, versus July
2010 levels of 149.5%, 132.2%, 121.0% and 115.8%, respectively.

Moody's also notes that the deal has benefited from an improvement
in the credit quality of the underlying portfolio since the last
rating action in September 2010. Based on the April 2012 trustee
report, the weighted average rating factor is currently 1,560
compared to 1,698 in July 2011.

The rating actions taken on the Class Q1 combination Notes and
Class Q3 combination Notes result primarily from the reduction of
the Stated Principal balances due to consistent distributions from
their underlying note components, which include the Income Notes,
the Class B Notes, and the Class D-1 Notes. The Stated Principal
balances for the Class Q-1 combination Notes and the Class Q-3
combination Notes are reduced by any distributions to the
combination notes. The combination notes are now
overcollateralized by their respective rated note components.
According to the April 2012 payment date report, the Class Q-1
combination Notes have a Stated Principal balance of $4.4 million
which is supported by $6.5 million of Class B Notes and $3.5
million of Income Notes. The Class Q-3 combination Notes have a
Stated Principal balance of $0.3 million which is supported by $2
million of Class D-1 Notes and $4 million of Income Notes. Moody's
ratings of the Class Q-1 combination Notes and Class Q-3
combination Notes addresses solely the repayment of the Stated
Principal.

Additionally, Moody's notes that the underlying portfolio includes
a number of investments in securities that mature after the
maturity date of the notes. These investments potentially expose
the notes to market risk in the event of liquidation at the time
of the notes' maturity. Moody's factored in the rating actions the
added volatility due to the Notes' exposure to this market risk.
Based on the April 2012 trustee report, reference securities that
mature after the maturity date of the notes currently make up
approximately 18% of the portfolio. Moody's generally assumes an
asset's terminal value upon liquidation at the transaction
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. The
average market value of securities that mature after the maturity
date of the notes is currently estimated to be in excess of 100%,
while the average of the assumed liquidation values is about 38%
in this transaction. Notably, given that optional redemptions of
these assets can potentially eliminate exposure to the above
mentioned liquidation market risk, and given the high current
market values on these assets, Moody's assumed as a central case a
liquidation value of 75% and ran sensitivity analyses using 38%
and 100%. The analyses indicates that the Class C Notes, Class D-1
Notes, and the Class D-2 Notes are particularly sensitive to the
long dated assets' liquidation value assumption.

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 and weighted average recovery rate, may be different from
the trustee's reported numbers. In its central case, Moody's
analyzed the underlying collateral pool to have a performing par
and principal proceeds balance of $344 million, defaulted par of
$20.1 million, a weighted average default probability of 11.53%
(implying a WARF of 2,134), a weighted average mean recovery rate
upon default of 28.7%. The default and recovery properties of the
collateral pool are simulated in a CDOROM model to generate a loss
distribution then incorporated in a cash flow model analysis. The
default probability of each exposure is derived from the senior
unsecured rating and expected weighted average life. The average
recovery rate to be realized on future defaults is based primarily
on the variable recovery rate assumptions under CDOROM v2.8 and a
mean of 40% and a standard deviation of 30% for sovereign
exposures. Historical and market performance trends, and
collateral manager latitude for trading the collateral are also
factors.

GEM VIII limited, issued in June 2005, is a collateralized debt
obligation backed primarily by a portfolio of senior unsecured
loans and bonds from emerging market corporate and sovereign
issuers.

The principal 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.

Other factors used in this rating are described in "Moody's
Revises Its Methodology For Emerging Market CDOs" published in
April 2007.

Moody's modeled the transaction using CDOROM v2.8 to simulate a
loss distribution then applied to a cash flow model, similar to
the approach used for static cashflow structured finance CDOs, as
described in Section 3.3.3 and 3.3.4 of the "Moody's Approach to
Rating SF CDOs" rating methodology published in November 2010.

In addition to the central case analysis described, Moody's also
performed sensitivity analyses to test the impact on all rated
notes of various liquidation value at maturity for the bucket of
assets maturing after the maturity date of the transaction. Below
is a summary of the impact of different liquidation value 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:

Long Dated Liquidation value at 38%

Class A-1A: 0
Class A-1B: 0
Class A2: 0
Class A3: 0
Class B: - 3
Class C: - 5
Class D1: - 7
Class D2: - 6
Class Q1: - 1
Class Q2: 0
Class Q3: 0

Long Dated Liquidation value at 100%

Class A-1A: 0
Class A-1B: 0
Class A2: 0
Class A3: 0
Class B: 0
Class C: + 3
Class D1: + 2
Class D2: + 2
Class Q1: 0
Class Q2: + 1
Class Q3: 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) 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 bond and 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) Exposure to assets not rated by Moody's: The deal is exposed to
a number of securities for which default probabilities cannot be
derived from Moody's public ratings. When no Moody's rating is
outstanding, and in the event that Moody's does not have the
necessary information to assign or update a credit estimate, the
transaction may be impacted by any default probability stresses
Moody's may assume in lieu of updated credit estimates.


GRANITE VENTURES III: S&P Affirms 'B+' Rating on Class D Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2, B, and C notes from Granite Ventures III Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by Stone
Tower Debt Advisors LLC. "At the same time, we removed our ratings
from CreditWatch, where we had placed them with positive
implications on Feb. 10, 2012. Simultaneously, we affirmed the
ratings on the class A-1 and D notes and removed the rating on the
class D notes from CreditWatch with positive implications," S&P
said.

"The transaction is currently in its amortization phase. Since our
last rating action in June 2011, the transaction has paid down the
class A-1 notes to $84.74 million, or 27.16% of the original
balance, from $209.04 million, or 67% of the original balance,"
S&P said.

The lower balance of the class A-1 note improved the
overcollateralization (O/C) ratios. The trustee reported these O/C
ratios in the April 2012 monthly report:

  * The class A O/C ratio was 143.54%, compared with a reported
    ratio of 126.34% as observed in May 2011 ,which we used at our
    last review;

  * The class B O/C ratio was 125.43%, compared with a reported
    ratio of 116.15% as observed in May 2011;

  * The class C O/C ratio was 113.28%, compared with a reported
    ratio of 108.70% as observed in May 2011; and

  * The class D O/C ratio was 108.93%, compared with a reported
    ratio of 105.91% as observed in May 2011.

"Based on the increased credit support, we raised our ratings on
the class A-2, B, and C notes, and removed the ratings from
CreditWatch positive," S&P said.

"We affirmed our rating on the class A-1 notes to reflect our view
that the credit support available is commensurate with the current
rating level at 'AAA' (sf)," S&P said.

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

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

               STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Granite Ventures III Ltd.
                   Rating       Rating
Class              To           From
A-2                AAA (sf)     AA+ (sf)/ Watch Pos
B                  AA+ (sf)     A- (sf)/ Watch Pos
C                  BBB+ (sf)    BB+ (sf)/ Watch Pos
D                  B+ (sf)      B+ (sf)/ Watch Pos

RATING AFFIRMED

Granite Ventures III Ltd.
Class              Rating
A-1                AAA (sf)


GREENWICH CAPITAL: Performance Declines Cue Fitch to Cut Ratings
----------------------------------------------------------------
Fitch Ratings has downgraded five classes of Greenwich Capital
Commercial Funding Corp. commercial mortgage pass-through
certificates, series 2004-FL2 (GCCFC 2004-FL2).

The downgrades classes reflect performance declines of the only
loan remaining in the pool, Southfield Town Center.  The class L
remains at 'D' due to $375,585 in principal losses from non-
recoverable advances.

Southfield Town Center loan is secured by a 2.2 million square
foot office complex located in Southfield, Michigan.  Occupancy
has been declining over the last three years, reported at 67.2% as
of March 2012, compared to 70.5% at year-end (YE) 2010 and 75% at
YE 2009.  The Southfield submarket of Detroit reported a vacancy
of 30.6% as of first quarter 2012, which indicates the subject is
performing in-line with the market.

Tenancy is diverse with no tenant comprising more than 5% of the
space.  The three largest tenants are Fifth Third Bank, Microsoft
and Alix Partners LLP.  Rollover averages about 10% per year over
the next three years, which may put further pressure on occupancy.
The YE 2011 net operating income (NOI) declined 17% compared to YE
2010 due to a decline in rental revenues combined with higher
expenses.  The loan exercised its final extension in July 2011,
and matures in July 2012.  The borrower has not yet indicated if
it will pay off the loan at maturity.

Fitch has downgraded the following classes:

  -- $19.5 million class G to 'AAsf' from 'AAAsf'; Outlook Stable;
  -- $14.5 million class H to 'Asf' from 'AAsf'; Outlook Stable;
  -- $23.1 million class J to 'BBB-sf' from 'A-sf'; Outlook to
     Stable from Negative;
  -- $103 million class K to'BBsf' from 'BBBsf'; Outlook to Stable
     from Negative;
  -- $7.4 million class N-SO to 'B-sf' from'BBB-sf'; Outlook
     Negative.

Fitch has affirmed the following classes:

  -- $4.2 million class C at 'AAAsf'; Outlook Stable;
  -- $22.7 million class D at 'AAAsf'; Outlook Stable;
  -- $12.4 million class E at 'AAAsf'; Outlook Stable;
  -- $22.8 million class F at 'AAAsf'; Outlook Stable;
  -- $15.3 million class L at 'Dsf/RE 90%';


GREYLOCK SYNTHETIC: Moody's Lifts Rating on $87MM Notes to 'B3'
---------------------------------------------------------------
Moody's Investors Service announced the following rating actions
on tranches of Greylock Synthetic CDO, a collateralized debt
obligation transaction (the " Collateralized Synthetic Obligation"
or "CSO"). The CSO references a portfolio of senior unsecured
corporate bonds. The CSO is due in 2014.

Series 1 $105,000,000 Sub-Class A3-$LMS Notes Due 2014 (current
balance $65,000,000), Upgraded to B1(sf); previously on Jun 3,
2011 Upgraded to B2(sf)

Series 1 $87,000,000 Sub-Class A4-$L Notes Due 2014 (current
balance $80,000,000), Upgraded to B3(sf); previously on Jun 3,
2011 Upgraded to Caa1(sf)

Series 3 EUR15,000,000 Sub-Class A1-ELMS Notes Due 2014, Upgraded
to Baa3(sf); previously on Jun 3, 2011 Upgraded to Ba1(sf)

Series 6 $100,000,000 Sub-Class A1A-$LMS Notes Due 2014 (current
balance $57,990,000), Upgraded to Baa3(sf); previously on Jun 3,
2011 Upgraded to Ba1(sf)

Ratings Rationale

Moody's rating action is the result of the shortened time to
maturity of the CSO and the level of credit enhancement remaining
in the transaction. In addition to these positive factors is the
stable credit quality of the reference portfolio.

Since the last rating review in July 2011, the ten year weighted
average rating factor (WARF) of the portfolio remained stable.
There are 14 reference entities with a negative outlook compared
to 9 that are positive, and 10 entities on watch for downgrade
compared to none on watch for upgrade.

The portfolio has experienced six credit events, equivalent to
3.72% of the portfolio based on the portfolio notional value at
closing. Since inception, the subordination of the rated tranches
have been reduced by approximately 1.5% due to credit events.
There have been no additional credit events since the previous
rating action In addition, the portfolio is exposed to Clear
Channel Enterprises, which has not had a credit event, but
nonetheless is rated Ca.

The tranches have a remaining life of 1.9 years.

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

Moody's analysis for this transaction is based on CDOROM v2.8.

Moody's rating action factors in a number of sensitivity analyses
and stress scenarios, discussed below. Results are given in terms
of the number of notches' difference versus the base case, where
higher notches correspond to lower expected losses, and vice-
versa:

- Moody's reviews a scenario consisting of reducing the maturity
of the CSO by six months, keeping all other things equal. Compared
to the base case, the results of this run is half a notch to one
notch higher.

- Market Implied Ratings ("MIRS") are modeled in place of the
corporate fundamental ratings to derive the default probability of
the reference entities in the portfolio. The gap between an MIR
and a Moody's corporate fundamental rating is an indicator of the
extent of the divergence in credit view between Moody's and the
market. The result of this run is half a notch to two notches
lower than in the base case.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Corporate Synthetic
Obligations", key model inputs used by Moody's in its analysis may
be different from the manager/arranger's reported numbers. In
particular, rating assumptions for all publicly rated corporate
credits in the underlying portfolio have been adjusted for "Review
for Possible Downgrade", "Review for Possible Upgrade", or
"Negative Outlook".

Moody's does not run a separate loss and cash flow analysis other
than the one already done by the CDOROM model. For a description
of the analysis, refer to the methodology and the CDOROM user's
guide on Moody's website.

Moody's analysis of CSOs is subject to uncertainties, the primary
sources of which include complexity, governance and leverage.
Although the CDOROM model captures many of the dynamics of the
Corporate CSO structure, it remains a simplification of the
complex reality. Of greatest concern are (a) variations over time
in default rates for instruments with a given rating, (b)
variations in recovery rates for instruments with particular
seniority/security characteristics and (c) uncertainty about the
default and recovery correlations characteristics of the reference
pool. Similarly on the legal/structural side, the legal analysis
although typically based in part on opinions (and sometimes
interpretations) of legal experts at the time of issuance, is
still subject to potential changes in law, case law and the
interpretations of courts and (in some cases) regulatory
authorities. The performance of this CSO is also dependent on on-
going decisions made by one or several parties, including the
Manager and the Trustee. Although the impact of these decisions is
mitigated by structural constraints, anticipating the quality of
these decisions necessarily introduces some level of uncertainty
in Moody's assumptions. Given the tranched nature of CSO
liabilities, rating transitions in the reference pool may have
leveraged rating implications for the ratings of the CSO
liabilities, thus leading to a high degree of volatility. All else
being equal, the volatility is likely to be higher for more junior
or thinner liabilities.

The base case scenario modeled fits into the central macroeconomic
scenario predicted by Moody's of a sluggish recovery scenario in
the corporate universe. Should macroeconomics conditions evolve,
the CSO ratings will change to reflect the new economic
developments.


GS MORTGAGE: Moody's Affirms Rating on Class X Certs. at 'Ba3'
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of two pooled
classes and one interest-only class of GS Mortgage Securities
Corporation II, Commercial Pass Through Certificates, Series 2007-
EOP. Moody's rating action is as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Jun 27, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Jun 27, 2007
Definitive Rating Assigned Aaa (sf)

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

Ratings Rationale

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio and Moody's stressed debt service coverage
ratio (DSCR) remaining within acceptable ranges. The loan benefits
from a consistent cash flow derived from a portfolio of 95 office
properties across the United States.

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 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 along with a
rise in investment activity and stabilization in core property
type performance, a consistent upward trend will not be evident
until the volume of investment activity steadily increases,
distressed properties are cleared from the pipeline, and job
creation rebounds. The hotel sector is performing strongly and the
multifamily sector continues to show increases in demand. Moderate
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where growth remains slow. Performance in the retail sector has
been mixed with lackluster sales driven by discounting and
promotions. However, rising wages and reduced unemployment, along
with increased consumer confidence, is helping to spur consumer
spending. 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 healthier growth in the US and US growth
decoupling from the recessionary trend in the euro zone, while a
mild recession is expected in 2012. Downside risks remain
significant, although they have moderated compared to earlier this
year. Major downside risks include an increase in the potential
magnitude of the euro area recession, the risk of an oil supply
shock weighing negatively on consumer purchasing power and home
prices, 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, any or all of which
will continue to constrain 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 8.4. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations. The model
incorporates the CMBS IO calculator ver1.0 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 September 29, 2011.

DEAL PERFORMANCE

As of the May 6, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 35% to $4.8 billion
from $6.9 billion at securitization. The Certificates are
collateralized by a single floating rate mortgage loan secured by
95 individual office properties. The properties total
approximately 33 million owned square feet and are located in 13
states and the District of Columbia. The properties are also
encumbered with additional debt in the form of mezzanine financing
totaling $1.6 billion.

The loan is secured by first priority mortgage liens as well as
unencumbered equity pledges of borrower's joint venture interests,
unencumbered cash flow pledges of the borrower's joint venture
interests, encumbered cash flow pledges of the borrower's joint
venture interests, and other collateral including covenants to
apply proceeds and collateral note assignments. Moody's attributes
value to only the mortgage properties for the rated classes.

The loan was modified in December of 2010. Terms of the
modification include a term extension with an initial maturity of
February 2012 and two one-year extension options; a increased
spread payable to certificate holders; fixed amortization;
additional collateral; and 100% of the release price of released
properties will be applied to the mortgage loan. Modification fees
will be paid by the borrower.

Moody's weighted average pooled loan to value (LTV) ratio is 101%
and Moody's stressed debt service coverage ratio (DSCR) is 1.24X.
Both LTV and DSCR are similar to the last review.


GS MORTGAGE: Moody's Assigns '(P)B2' Rating to Class F Certs.
-------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
thirteen classes of CMBS securities, issued by GS Mortgage
Securities Trust Commercial Mortgage Pass-Through Certificates,
Series 2012-GCJ7.

Cl. A-1, Assigned (P) Aaa (sf)

Cl. A-2, Assigned (P) Aaa (sf)

Cl. A-3, Assigned (P) Aaa (sf)

Cl. A-4, Assigned (P) Aaa (sf)

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

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

Cl. X-B, Assigned (P) Ba3 (sf)

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

Cl. B, Assigned (P) Aa3 (sf)

Cl. C, Assigned (P) A3 (sf)

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

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

Cl. F, Assigned (P) B2 (sf)

RATINGS RATIONALE

The Certificates are collateralized by 79 fixed rate loans secured
by 175 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 1.42X is greater than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 1.09X 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 101.4% 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 33.9. The transaction's loan level diversity
is at the higher end of the band of 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 40.2. The transaction's property diversity profile is
higher than the indices calculated in most multi-borrower
transactions issued since 2009.

This deal has a super-senior Aaa class with 30% credit
enhancement. Although the additional enhancement offered to the
senior most certificate holders provides additional protection
against pool loss, the super-senior structure is credit negative
for the certificate that supports the super-senior class. If the
support certificate were to take a loss, the loss would have the
potential to be quite large on a percentage basis. Thin tranches
need more subordination to reduce the probability of default in
recognition that their loss-given default is higher. This
adjustment helps keep expected loss in balance and consistent
across deals. The transaction was structured with additional
subordination at class A-S to mitigate the potential increased
severity to class A-S.

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 2.5, which is higher
than the indices calculated in most multi-borrower transactions
since 2009.

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

Moody's analysis employs the excel-based CMBS Conduit Model v2.60
which derives credit enhancement levels based on an aggregation of
adjusted loan level proceeds derived from Moody's loan level DSCR
and LTV ratios. Major adjustments to determining proceeds include
loan structure, property type, sponsorship and diversity. Moody's
analysis also uses the CMBS IO calculator ver1.0 which references
the following inputs to calculate the proposed IO rating based on
the published methodology: original and current bond ratings and
credit estimates; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type corresponding to an IO type as defined in
the published methodology.

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

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

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 14%, or 23%, 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.

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


JPMCM 2003-ML1: Fitch Affirms 'B-sf' Rating on $4.6MM Cl. N Certs
-----------------------------------------------------------------
Fitch Ratings has affirmed 14 classes of J.P. Morgan Commercial
Mortgage Securities Corp. 2003-ML1, commercial mortgage pass-
through certificates.

The affirmations are due to sufficient credit enhancement and
stable performance of the pool.

Fitch modeled losses of 2.46% of the remaining pool; expected
losses of the original pool are at 2.19%, including 0.69% in
realized losses to date.  There are considerable upcoming
maturities with 81.47% maturing by the end of 2013, of which
28.76% is defeased.  Class NR is experiencing current cumulative
interest shortfalls of $197,565.

As of the April 2012 distribution date, the pool's certificate
balance has paid down 38.2% to $568.3 million from $929.8 million.
There are 20 (30.2%) defeased loans within the pool.  Fitch
identified 17 (14.75%) Loans of Concern, of which two (1.96%) are
specially serviced.

The largest contributor to modeled losses is a loan (1.13%)
secured by a 33,412 square foot (SF) suburban office building
located in Santa Monica, CA.  The property has suffered from
declining performance as a result of lower occupancy.  As per the
property's rent roll, the occupancy as of March 2012 was 40.3%.
The servicer reported 2011 year-end debt service coverage ratio
(DSCR) was 0.43 times (x) compared to 1.53x at issuance.

The second largest contributor to modeled losses is a loan (0.95%)
secured by a 122,253 SF office building located in Sacramento, CA.
The loan transferred to special servicing in April 2011 due to
monetary default.  The special servicer reports that negotiations
with the borrower are on-going while pursuing all rights and
remedies for the trust.

The third largest contributor to Fitch modeled losses is a loan
(0.22%) secured by 11 two-story multifamily apartment buildings
with 83 units in North Olmsted, OH.  The property has been
suffering from declining performance due to lower occupancy and
DSCR for the last three years.  Servicer reports that occupancy
and DSCR as of September 2011 was 78.3% and 0.74x, respectively.

Fitch affirms the following classes and revises Outlooks as
indicated:

  -- $17.8 million class A-1 at 'AAAsf'; Outlook Stable;
  -- $387.1 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $26.7 million class B at 'AAAsf'; Outlook Stable;
  -- $10.4 million class C at 'AAAsf'; Outlook Stable;
  -- $22 million class D at 'AAAsf'; Outlook Stable;
  -- $12.7 million class E at 'AAAsf'; Outlook Stable;
  -- $23.2 million class F at 'AAAsf'; Outlook Stable;
  -- $9.2 million class G at 'AAsf'; Outlook Stable;
  -- $16.2 million class H at 'Asf'; Outlook Stable;
  -- $10.4 million class J at 'BBBsf'; Outlook Stable;
  -- $5.8 million class K at 'BBsf'; Outlook Stable;
  -- $5.8 million class L at 'B+sf'; Outlook Stable;
  -- $6.9 million class M at 'Bsf'; Outlook to Negative from
     Stable;
  - -$4.6 million class N at 'B-sf'; Outlook Negative.

Fitch does not rate class NR.

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


KATONAH V: Moody's Upgrades Rating on Class C Notes to 'Ba2'
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Katonah V, Ltd.:

U.S.$14,000,000 Class B-1 Floating Rate Notes Due 2015, Upgraded
to Aa3 (sf); previously on July 8, 2011 Upgraded to A2 (sf);

U.S.$4,000,000 Class B-2 Floating Rate Notes Due 2015, Upgraded to
Aa3 (sf); previously on July 8, 2011 Upgraded to A2 (sf);

U.S.$9,500,000 Class C Floating Rate Notes Due 2015, Upgraded to
Ba2 (sf); previously on July 8, 2011 Upgraded to Ba3 (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 last rating action in July 2011. The Class A Notes have been
paid down by approximately 57% or $20.8 million since the last
rating action. Based on the latest trustee report dated April 10,
2012, the Class A, Class B, and Class C overcollateralization
ratios are reported at 236.36%, 139.11%, and 114.29%,
respectively, versus June 2011 levels of 157.84%, 120.96% and
107.68%, respectively. The Class D Notes' overcollateralization
ratio declined slightly to 95.19% from 95.97% and remains out of
compliance with its test.

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 3326 compared to
3254 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 the April 2012 trustee
report, securities that mature after the maturity date of the
notes currently make up approximately 9.2% of the underlying
portfolio. These investments potentially expose the notes to
market risk in the event of liquidation at the time of the notes'
maturity.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $60 million,
defaulted par of $3.8 million, a weighted average default
probability of 18.51% (implying a WARF of 3508), a weighted
average recovery rate upon default of 46.32%, and a diversity
score of 30. 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.

Katonah V, Ltd., issued in May 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 a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Approach to Rating Collateralized Loan Obligations"
rating methodology published in June 2011.

In addition to the base case analysis described, 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% (2806)

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

Moody's Adjusted WARF + 20% (4210)

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


KINDER MORGAN 2002-6: S&P Affirms 'BB' Rating on $10.5MM Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' rating on
Corporate Backed Trust Certificates Kinder Morgan Debenture-Backed
Series 2002-6's $10.574 million trust certificates and removed it
from CreditWatch with developing implications, where S&P placed it
on Oct. 21, 2011.

"Our rating on the certificates is dependent on our rating on the
underlying security, Kinder Morgan Inc.'s 7.45% senior secured
debentures due March 1, 2098 ('BB')," S&P said.

"The rating action follows our April 26, 2012, affirmation of our
'BB' rating on the underlying security and its subsequent removal
from CreditWatch with developing implications. We may take
subsequent rating actions on the certificates due to changes in
our rating on the underlying security," S&P said.

               STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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


KINGSLAND V: S&P Raises Rating on Class E Notes to 'B'; Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2B, B, C, D-1, D-2, and E notes and affirmed its rating on
class A-2R notes from Kingsland V Ltd., a U.S. collateralized loan
obligation (CLO) transaction managed by Kingsland Capital
Management LLC. "Simultaneously, we removed all of the ratings
from CreditWatch, where we placed them with positive implications
on Feb. 10, 2012," S&P said.

"The rating actions reflect the improved performance of the
transaction since we lowered our ratings on some of the classes in
March 2010, primarily due to an improvement in the credit quality
of the assets and a lower level of defaults," S&P said.

"As of the April 2012 trustee report, the transaction's asset
portfolio had approximately $2.861 million in defaulted assets,
down from $8.791 million in the February 2010 trustee report,
which we used for the analysis in the March 2010 rating actions,"
S&P said.

"The transaction is in its reinvestment period that is scheduled
to end in July 2014. The transaction is currently passing its
reinvestment overcollateralization (O/C) test. The transaction is
structured such that if it fails this test--measured during the
reinvestment period in the interest proceeds section of the CLO's
payment waterfall - the transaction will divert excess interest
proceeds (equal to lesser of 50% of the available interest
proceeds and the amount necessary to cure the test) to purchase
additional collateral obligations. The transaction did not fail
this test in the period since our March 2010 rating actions. Based
on the April 2012 trustee report, the reinvestment O/C test result
was 104.84%, compared with a required minimum of 103.30%," S&P
said.

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

  * The class B O/C ratio was 120.55%, compared with a reported
    ratio of 117.01% in February 2010;

  * The class C O/C ratio was 113.23%, compared with a reported
    ratio of 109.90% in February 2010;

  * The class D O/C ratio was 108.48%, compared with a reported
    ratio of 105.30% in February 2010; and

  * The class E O/C ratio was 104.84%, compared with a reported
    ratio of 101.77% in February 2010.

"We also noted that the transaction has approximately 3% of long-
dated assets that have a maturity later than the transaction's
legal final maturity in July 2021. The transaction could be
exposed to market value risk at maturity. We took this into
account in this rating action," S&P said.

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

               STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

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

TRANSACTION INFORMATION
Issuer:             Kingsland V Ltd.
Coissuer:           Kingsland V Corp.
Collateral manager: Kingsland Capital Management LLC.
Indenture trustee:  The Bank of New York Mellon
Transaction type:   Cash flow CDO


LIGHTPOINT CLO IV: S&P Raises Rating on Class C Notes From 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A-2A notes from LightPoint CLO IV Ltd., a collateralized loan
obligation (CLO) transaction managed by Neuberger Berman Inc. "At
the same time, we affirmed our ratings on the class A-1 and A-2B
notes and raised our ratings on the class B and C notes," S&P
said.

"The transaction has an APEX revolver feature that provides
protection against trading losses and asset defaults, with Wells
Fargo Bank N.A. (Wells Fargo; AA-/Negative/A-1+) as counterparty.
Based on our analysis of cash flow runs generated with and without
the support of the APEX feature and the application of our
counterparty criteria, we determined that the ratngs assigned to
the transaction should be limited to the ICR for Wells Fargo plus
one notch," S&P said.

"Accordingly, we lowered the rating on the class A-2A notes to 'AA
(sf)' from 'AA+ (sf)' and affirmed our ratings on the class A-1
and A-2B notes at 'AA (sf)'," S&P said.

"Additionally, based on improved performance, we raised our
ratings on the class B notes to 'A+ (sf)' from 'A- (sf)' and the C
notes to 'BBB (sf)' from 'BB+ (sf)'. The upgrades reflect improved
performance of the transaction's underlying asset portfolio since
our March 2010 rating actions, including a decrease in the amount
of 'CCC' rated and defaulted assets held in the transaction," S&P
said.

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

LightPoint CLO IV Ltd.
                         Rating
Class                To          From
A-2A                 AA (sf)     AA+ (sf)
B                    A+ (sf)     A- (sf)
C                    BBB (sf)    BB+ (sf)

RATINGS AFFIRMED

LightPoint CLO IV Ltd.
Class                Rating
A-1                  AA (sf)
A-2B                 AA (sf)


LONG POINT RE III: S&P Gives 'BB+' Rating on Class A Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+(sf)'
preliminary rating to the Series 2012-1 Class A notes to be issued
by Long Point Re III Ltd. The notes cover losses in the covered
area on a per-occurrence basis.

The preliminary rating is based on the lower of the rating on the
catastrophe risk (BB+), the rating on the assets in the collateral
account (AAAm), and the risk of nonpayment by the ceding insurer,
certain operating subsidiaries of The Travelers Cos. Inc.
(AA/Stable/--).

The subject (ceded) business is a subset, and a majority, of
Travelers's overall insurance portfolio from its personal lines
insurance business and its commercial lines business.

The Class A notes will cover [_]% between the attachment point of
$2.00 billion and the exhaustion point of $2.50 billion, of
ultimate net losses of Travelers in the covered area.

RATINGS LIST
Preliminary Rating
Long Point Re III Ltd.
  Series 2012-1 Class A Notes              BB+(sf)


MASTR ASSET: Moody's Upgrades Rating on Cl. A-6 Notes From 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of bonds A-5
and A-6 issued by MASTR Asset Securitization Trust 2004-P7.

Complete rating actions are as follows:

Issuer: MASTR Asset Securitization Trust 2004-P7

Cl. A-5, Upgraded to A3 (sf); previously on Jun 2, 2011 Downgraded
to Baa2 (sf)

Cl. A-6, Upgraded to Baa3 (sf); previously on Jun 2, 2011
Downgraded to Ba1 (sf)

Ratings Rationale

These actions reflect the correction of an error wherein the
balances of the underlying bonds pledged to this deal were input
incorrectly. The ratings on the resecuritization are derived from
the ratings of the underlying bonds weighed by the pledged
balances.

The principal methodology used in these ratings is described in
the "Surveillance Approach for Resecuritized Transactions" section
in "Moody's Approach to Rating US Resecuritized Residential
Mortgage-Backed Securities" published in February 2011.

The resecuritization is backed by two underlying bonds - Class 2A
issued by ABN AMRO 2003-12 and Class 4A4 issued by MASTR 2003-5.
The underlying certificates are backed primarily by prime Jumbo
loans.

Moody's ratings on the resecuritization notes are based on:

1. The updated expected loss on the pools of loans backing the
underlying certificates and the updated ratings on the underlying
certificates,

2. The credit enhancement available to the underlying
certificates, and

3. The structure of the resecuritization transaction.

The principal methodology used in determining the ratings of the
underlying bonds is described in the Monitoring and Performance
Review section in "Moody's Approach to Rating US Residential
Mortgage-Backed Securities" published in December 2008. For other
methodologies used for estimating losses on Prime Jumbo pools,
please refer to the methodology publication " Pre-2005 US RMBS
Surveillance Methodology" published in January 2012.

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 to 3% from the levels seen in 1Q 2011.

As part of the sensitivity analysis, Moody's stressed the updated
expected loss on the underlying bonds by an additional 10% and
found that the implied ratings of the resecuritization bonds do
not change.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF285538


MERRILL LYNCH 2003-WMC1: Moody's Hikes B-1 Tranche Rating to Caa3
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 3 tranches
from Merrill Lynch Mortgage Investors, Inc. 2003-WMC1, backed by
Subprime loans.

Complete rating actions are as follows:

Issuer: Merrill Lynch Mortgage Investors, Inc. 2003-WMC1

Cl. S, Upgraded to Caa2 (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf) and Placed Under Review for Possible
Upgrade

Cl. M-2, Upgraded to Baa3 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. B-1, Upgraded to Caa3 (sf); previously on Mar 21, 2011
Downgraded to Ca (sf)

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 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.

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, 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.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF284746

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


MORGAN STANLEY 1999-FNV1: Fitch Affirms Junk Rating on $7MM Certs.
------------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Capital I Inc., commercial
mortgage pass-through certificates, series 1999-FNV1, as follows:

  -- $5.9 million class H at 'BBBsf'; Outlook Stable;
  -- $9.5 million class J at 'BB-sf'; Outlook Stable;
  -- $7.9 million class K at 'Csf'/RE 90%.

Classes L, M, and, N remain at 'Dsf'/RE 0% due to losses incurred.

As of the April 2012 distribution date, the pool's collateral
balance has paid down 96% to $24.3 million from $632.1 million at
issuance.  Of the five remaining loans in the transaction, one
loan is defeased (10.6%).  Fitch expects minimal, if any losses to
incur from the remaining loans.  The pool has incurred 4.3% in
losses to date.  In addition, there is $4.2 million in outstanding
unpaid interest shortfalls to classes K through O, which Fitch
believes is not likely to be recoverable.

The remaining four non-defeased loans are performing and with the
master servicer.  The largest of these is a Fitch Loan of Concern,
a multifamily property in Tampa, FL (72% of the pool).


MORGAN STANLEY 2004-HQ4: S&P Lowers Rating on Class H to 'CCC-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes from Morgan Stanley Capital I Trust 2004-HQ4, a U.S.
commercial mortgage-backed securities (CMBS) transaction. "In
addition, we lowered our ratings on two other classes and affirmed
our ratings on seven other classes from the same transaction," S&P
said.

"The rating actions reflect our analysis of the credit
characteristics of the remaining collateral in the pool, the
transaction structure, and the liquidity available to the trust.
The upgrades reflect credit enhancement and liquidity levels that
provide adequate support through various stress scenarios," S&P
said.

"The downgrades reflect credit support erosion that we anticipate
will occur upon the eventual resolution of four ($37.6 million,
3.8%) of the six assets ($56.0 million, 5.7%) that are with the
special servicer, as well as reduced liquidity support due to
ongoing interest shortfalls from the specially serviced assets,"
S&P said.

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

"Using servicer-provided financial information, we calculated an
adjusted debt service coverage (DSC) of 1.79x and a loan-to-value
(LTV) ratio of 77.4%. We further stressed the loans' cash flows
under our 'AAA' scenario to yield a weighted average DSC of 1.33x
and an LTV ratio of 100.1%. The implied defaults and loss severity
under the 'AAA' scenario were 30.0% and 29.9%. The DSC and LTV
calculations noted above exclude four ($37.6 million, 3.8%) of the
six assets ($56.0 million, 5.7%) that are with the special
servicer, six ($31.9 million, 3.2%) defeased loans, and two ($50.2
million, 5.1%) loans secured by land interest. 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.

                      TRANSACTION SUMMARY

"As of the April 16, 2012, trustee remittance report, the
collateral pool had an aggregate trust balance of $989.2 million,
down from $1.4 billion at issuance. The pool comprises 76 loans
and three real estate owned (REO) assets, down from 92 loans at
issuance. The master servicer, Wells Fargo Bank N.A., provided
financial information for 97.8% of the nondefeased loans in the
pool (by balance), most of which reflected full-year 2010,
interim-2011, or full-year 2011 data," S&P said.

"We calculated a weighted average DSC of 1.92x for the loans in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV were 1.79x and 77.4%. Our adjusted figures exclude four
($37.6 million, 3.8%) of the six assets ($56.0 million, 5.7%) that
are with the special servicer, six ($31.9 million, 3.2%) defeased
loans, and two ($50.2 million, 5.1%) loans secured by land
interest. The transaction has experienced $28.7 million in
principal losses from six assets. Twelve loans ($80.8 million,
8.2%) in the pool are on the master servicer's watchlist, two of
which are top 10 real estate assets and are discussed below.
Fourteen loans ($107.3 million, 10.9%) have a reported DSC of less
than 1.10x, 11 of which ($98.9 million, 10.0%) have a reported DSC
of less than 1.00x," S&P said.

         SUMMARY OF TOP 10 LOANS SECURED BY REAL ESTATE

"The top 10 loans secured by real estate have an aggregate
outstanding trust balance of $645.1 million (65.2%). Using
servicer-reported numbers (excluding one REO asset with the
special servicer)) we calculated a weighted average DSC of 2.21x
for these nine loans. Our adjusted DSC and LTV were 1.99x and
71.8% for the top nine loans. Two of the top 10 loans ($42.4
million, 4.3%) are on the master servicer's watchlist," S&P said.

"The A&P Mahwah loan ($22.0 million, 2.2%), the eighth-largest
real estate loan in the pool, is on the master servicer's
watchlist due to deferred maintenance noted on the 2011 property
inspection report. The master servicer stated that it is waiting
for a response on a deferred maintenance letter that was sent to
the borrower. The loan is secured by a 110,249-sq.-ft., stand-
alone retail building in Mahwah, N.J. According to the master
servicer, the property is 100% occupied by A&P until January 2024.
The reported DSC as of year-end 2010 was 1.39x," S&P said.

"The U-Haul Portfolio loan ($20.4 million, 2.1%), the ninth-
largest real estate loan in the pool, is secured by three self
storage properties totaling 238,160 sq. ft. in New York, Florida,
and Texas. The loan is on the master servicer's watchlist due to
deferred maintenance noted on the 2011 property inspection report
for the 152,540-sq.-ft., self storage property in the Bronx, N.Y.
The master servicer indicated that it is waiting for a response on
a deferred maintenance letter that was sent to the borrower. The
reported DSC and occupancy as of year-end 2011, was 1.83x and
93.4%," S&P said.

                     CREDIT CONSIDERATIONS

"As of the April 16, 2012, trustee remittance report, six assets
($56.0 million, 5.7%) in the pool were with the special servicer,
CWCapital Asset Management LLC (CWCapital). The reported payment
status for the six specially serviced assets were: three are REO
($30.6 million, 3.2%), one is in foreclosure ($14.1 million,
1.4%), one is 90-plus-days delinquent ($7.0 million, 0.7%), and
one is current ($4.3 million, 0.4%). According to both the master
and special servicer, the 215 Avenue I loan ($4.3 million, 0.4%)
was returned to the master servicer on March 29, 2012, which will
be reflected in the May 2012 trustee remittance report. Appraisal
reduction amounts (ARAs) totaling $17.0 million are in effect
against three of the six specially serviced assets. Details of the
two largest specially serviced assets, one of which is a top 10
asset, are as set forth," S&P said.

"The Roseville Office Portfolio asset ($18.3 million, 1.9%), the
10th-largest asset in the pool, is the largest specially serviced
asset and has a total reported exposure of $21.7 million. The
collateral consists of three office buildings totaling 109,290 sq.
ft. in Roseville, Calif. The loan was transferred to the special
servicer on Oct. 8, 2008, due to imminent monetary default and the
property became REO on April 7, 2011. An ARA of $9.4 million is in
effect against this asset. The special servicer stated that the
property was 43.8% leased as of February 2012 and is currently
evaluating various liquidation strategies. Standard & Poor's
expects a significant loss upon the resolution of this asset," S&P
said.

"The North Park Plaza - Pittsburg CA loan ($14.1 million, 1.4%) is
the second-largest specially serviced asset and has a total
reported exposure of $14.6 million. The loan is secured by a
178,523 sq. ft., anchored retail center in Pittsburg, Calif. The
loan was transferred to the special servicer on Feb. 18, 2011, due
to monetary default. According to CWCapital, a portion of the
property was taken by condemnation for a highway widening project,
which the borrower claims has impeded access and visibility,
resulting in poor tenant performance. Condemnation proceeds were
sent to the master servicer. CWCapital stated that it is dual-
tracking a potential loan modification and foreclosure, but has
indicated that a modification is likely. The reported DSC
and occupancy as of year-end 2010, was 0.98x and 90.0%," S&P said.

"The four remaining assets with the special servicer have
individual balances that represent less than 0.9% of the total
trust balance. ARAs totaling $7.6 million are in effect against
two of these assets. We estimated losses for three of the four
remaining assets, arriving at a weighted-average loss severity of
46.3%. The remaining asset was returned to the master servicer,"
S&P said.

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

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATINGS RAISED

Morgan Stanley Capital I Trust 2004-HQ4
Commercial mortgage pass-through certificates

             Rating
Class     To         From        Credit enhancement (%)
B         A+ (sf)    A- (sf)                      11.82
C         A- (sf)    BBB+ (sf)                     9.91

RATINGS LOWERED

Morgan Stanley Capital I Trust 2004-HQ4
Commercial mortgage pass-through certificates

             Rating
Class     To         From        Credit enhancement (%)
G         B- (sf)    BB- (sf)                       3.85
H         CCC- (sf)  CCC+ (sf)                      2.64

RATINGS AFFIRMED

Morgan Stanley Capital I Trust 2004-HQ4
Commercial mortgage pass-through certificates

Class     Rating    Credit enhancement (%)
A-6       AAA (sf)                   13.38
A-7       AAA (sf)                   13.38
D         BBB (sf)                    8.53
E         BB+ (sf)                    6.11
F         BB (sf)                     5.07
X-1       AAA (sf)                     N/A
X-2       AAA (sf)                     N/A

N/A-Not applicable.


MORTGAGE CAPITAL: Fitch Affirms 'CCC' Rating on $7.6MM Cl. K Certs
------------------------------------------------------------------
Fitch Ratings has affirmed four classes of Mortgage Capital
Funding, Inc.'s (MCF) commercial mortgage pass-through
certificates, series 1998-MC2.

The affirmations are due to sufficient credit enhancement to the
remaining Fitch rated classes.  As of the April 2012 distribution
date, the pool's aggregate principal balance has been reduced by
96.7% to $33.4 million from $1 billion at issuance.  There are
currently no delinquent, specially serviced, or defeased loans
remaining in the transaction.  Interest shortfalls are affecting
only the non-rated class L.  Fitch expects the pool to incur
minimal future losses, which will be absorbed by class L; the pool
has incurred 1.51% of realized losses to date.

Eleven loans within the pool (46.3%) have the same sponsor and are
located in Columbus, OH.  The loans are cross-defaulted and cross-
collateralized and secured by various property types: retail (nine
loans), office (one loan), and multifamily (one loan).  The
combined year-end 2011 debt service coverage ratio (DSCR) for the
properties was 1.13 times (x).  Ten of the 11 loans are fully
amortizing and all the loans have a maturity date of March 1,
2018.

Fitch affirms the following classes as indicated:

  -- $0.7 million class G at 'AAsf'; Outlook Stable;
  -- $7.6 million class H at 'BBB-sf'; Outlook Stable;
  -- $15.1 million class J at 'B+sf'; Outlook Stable;
  -- $7.6 million class K at 'CCC/sf'; RE 100%'.

Classes A-1, A-2 and B through F have paid in full.  Fitch does
not rate class L.  The rating on class X has previously been
withdrawn.


N-STAR REAL: Moody's Lowers Rating on Class B Notes to 'Caa3'
-------------------------------------------------------------
Moody's Investors Service has downgraded four and affirmed four
classes of Notes issued by N-Star Real Estate CDO VII, Ltd. The
downgrades are due to the deterioration in the credit quality of
the underlying portfolio as evidenced by an increase in the
weighted average rating factor (WARF) and an increase in defaulted
securities. 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-1, Downgraded to Ba3 (sf); previously on Jul 27, 2011
Downgraded to Baa3 (sf)

Cl. A-2, Downgraded to Caa1 (sf); previously on Jul 27, 2011
Downgraded to B1 (sf)

Cl. A-3, Downgraded to Caa2 (sf); previously on Jul 27, 2011
Downgraded to B3 (sf)

Cl. B, Downgraded to Caa3 (sf); previously on Jul 27, 2011
Downgraded to Caa2 (sf)

Cl. C, Affirmed at Caa3 (sf); previously on Jul 27, 2011
Downgraded to Caa3 (sf)

Cl. D-FL, Affirmed at Caa3 (sf); previously on Aug 11, 2010
Downgraded to Caa3 (sf)

Cl. D-FX, Affirmed at Caa3 (sf); previously on Aug 11, 2010
Downgraded to Caa3 (sf)

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

Ratings Rationale

N-Star Real Estate CDO VII, Ltd. is a currently static CRE CDO
transaction backed by a portfolio of commercial mortgage backed
securities (CMBS) (90.3% of the pool balance), CRE CDOs (8.2%),
and franchise loan backed securities (1.5%). As of the April 19,
2012 Trustee report, the aggregate Note balance of the transaction
has decreased to $407.8 million from $550.0 at issuance. The
reinvestment period ended on June 27, 2011.

There are forty-one assets with a par balance of $228.9 million
(41.2% of the current pool balance) that are considered defaulted
securities as of the April 19, 2012 Trustee report. Thirty-eight
of these assets (95.0% of the defaulted balance) are CMBS, and
three assets (5.0%) are CRE CDO. While there have been no realized
losses to date, Moody's does expect significant losses to occur
once they are realized.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated credit estimates for the non-Moody's
rated reference obligations. The bottom-dollar WARF is a measure
of the default probability within a collateral pool. Moody's
modeled a bottom-dollar WARF of 5,960 compared to 5,191 at last
review.

WAL acts to adjust the probability of default of the reference
obligations in the pool for time. Moody's modeled to a WAL of 4.2
years compared to 5.7 years 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
12.6% on non-Defaulted Securities, compared to 18.8% at last
review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 19.7% compared to 12.5% 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) v3.2.1.1, 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
12.6% to 2.6% or up to 22.6% would result in average rating
movement on the rated tranches of 0 to 2 notches downward and 0 to
1 notch upward, respectively.

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

Primary sources of assumption uncertainty are the extent of 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 along with a
rise in investment activity and stabilization in core property
type performance, a consistent upward trend will not be evident
until the volume of investment activity steadily increases,
distressed properties are cleared from the pipeline, and job
creation rebounds. The hotel sector is performing strongly and the
multifamily sector continues to show increases in demand. Moderate
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where growth remains slow. Performance in the retail sector has
been mixed with lackluster sales driven by discounting and
promotions. However, rising wages and reduced unemployment, along
with increased consumer confidence, is helping to spur consumer
spending. 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 healthier growth in the US and US growth
decoupling from the recessionary trend in the euro zone, while a
mild recession is expected in 2012. Downside risks remain
significant, although they have moderated compared to earlier this
year. Major downside risks include an increase in the potential
magnitude of the euro area recession, the risk of an oil supply
shock weighing negatively on consumer purchasing power and home
prices, 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, any or all of which
will continue to constrain growth.

The methodologies used in this rating were "Moody's Approach to
Rating SF CDOs" published in May 2012, and "Moody's Approach to
Rating Commercial Real Estate CDOs" published in July 2011.


NORTHWOODS CAPITAL VII: S&P Hikes Rating on Class E Notes to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, D, and E notes from Northwoods Capital VII Ltd. and removed
them from CreditWatch with positive implications. "At the same
time, we affirmed our ratings on the class A-1, A-2, A-3, and A-4
notes and removed the ratings on the class A-1, A-2, and A-4 notes
from CreditWatch with positive implications (see list). Northwoods
Capital VII Ltd. is a collateralized loan obligation (CLO)
transaction managed by Angelo, Gordon & Company L.P.," S&P said.

"The transaction's reinvestment period ends in October 2013. 's
upgrades reflect the improved credit quality of the transaction's
underlying asset portfolio since our February 2011 rating actions.
The transaction has used proceeds designated for reinvestments to
build additional collateral in the portfolio. We also note that
the amount of defaulted assets and 'CCC' rated obligations held in
the portfolio has decreased over the same period. As a result, the
senior overcollateralization (O/C) ratio has increased," S&P said.

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

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

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

               STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Northwoods Capital VII Ltd.
                       Rating
Class               To           From
A-1                 AA+ (sf)     AA+ (sf)/Watch Pos
A-2                 AA+ (sf)     AA+ (sf)/Watch Pos
A-4                 AA+ (sf)     AA+ (sf)/Watch Pos
B                   AA (sf)      AA- (sf)/Watch Pos
C                   A+ (sf)      A (sf)/Watch Pos
D                   BBB+ (sf)    BBB (sf)/Watch Pos
E                   BB+ (sf)     BB (sf)/Watch Pos

RATING AFFIRMED

Northwoods Capital VII Ltd.

Class               Rating
A-3                 AAA (sf)


NYLIM STRATFORD: Fitch Affirms Junk Rating on Three Note Classes
----------------------------------------------------------------
Fitch Ratings has affirmed three classes of notes issued by NYLIM
Stratford CDO 2001-1, Ltd./Inc. (NYLIM 2001-1) as follows:

  -- $32,704,381 class B notes at 'CCCsf';
  -- $35,160,441 class C notes at 'Csf';
  -- $16,000,000 Preference Shares 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 B notes.  Fitch also considered additional qualitative
factors in its analysis, as described below.

The affirmation of the class B notes is due to the continued
deleveraging of the transaction.  Since last review, the class A
notes have paid in full after receiving $18.8 million, while the
class B notes amortized by $7.3 million, or 18.2% of their
previous outstanding balance.  While the cash flow modeling
results indicate passing ratings generally a category higher than
'CCCsf', the remaining collateral is increasingly concentrated.
As of the April 2012 trustee report, the portfolio consists of 25
obligors compared to 39 at last review, with the top five largest
borrowers representing approximately 58.3% of the underlying
portfolio.

The out-of-money interest rate hedge in the transaction does not
expire until 2013, and a substantial portion of proceeds is
currently being used to finance the swap payments on each
distribution date.  Due to the passing senior coverage test, the
class C notes continue to receive their interest which is now
partially supported by principal proceeds.  In addition, the
interest rate swap counterparty, Goldman Sachs Mitsui Marine
Derivative Products, L.P. is not rated by Fitch and as such is not
in compliance with Fitch's criteria 'Counterparty Criteria for
Structured Finance Transactions'.

In Fitch's opinion, a 'CCCsf' rating continues to appropriately
capture these risk elements for the class B notes.

The class C notes and preference shares remain
undercollateralized, indicating that default in principal
repayment appears inevitable for these classes.  Therefore the
class C notes and preference shares are affirmed at 'Csf'.

NYLIM 2001-1 is a SF CDO that closed on April 12, 2001 and is
monitored by New York Life Investment Management, LLC.  The
portfolio is comprised of asset-backed securities (37.1%),
residential mortgage-backed securities (25.1%), corporate bonds
(20.1%), real estate investment trusts (10.4%), commercial
mortgage-backed securities (4%), and corporate CDOs (3.3%), from
1995 through 2004 vintage transactions.


PACIFIC BEACON: Fitch Affirms Rating on $56-Mil. Bonds at 'BB'
--------------------------------------------------------------
Fitch Ratings has affirmed its ratings on the following classes of
Pacific Beacon LLC, military housing taxable revenue bonds (Naval
Base San Diego Unaccompanied Housing Project), 2006 series A (the
bonds):

  -- $187 million class I bonds at 'AA-';
  -- $64 million class II bonds at 'A-';
  -- $56 million class III bonds at 'BB'.

The Rating Outlook for the class I and II bonds is Stable.  The
Outlook on the class III bonds is revised to Stable from Negative.

SECURITY

The bonds are special limited obligations of the issuer primarily
secured by pledged revenues from the operation of the
unaccompanied housing project known as Pacific Beacon at the San
Diego Naval Base.  The absence of a cash funded debt service
reserve fund limits protections afforded bondholders.

KEY RATING DRIVERS

ADEQUATE DEBT SERVICE COVERAGE: The ratings on the class I, II and
III bonds are being affirmed based on the 2011 debt service
coverage ratios (DSCR) of 1.81x, 1.36x and 1.11x which modestly
exceeded projections of 1.71x, 1.29x and 1.06x.  Management has
projected DSCRs of 1.69x, 1.28x and 1.05x for 2012.

CAPABLE PROJECT MANAGEMENT: Current project operating data for
year end 2011 demonstrated net operating income (NOI) slightly
above budget projections due to management's control of expenses.
Management's ability to realize lower project operating expenses
is critical to maintaining adequate DSCRs.

FUTURE BAH FLUCTUATIONS: Future annual fluctuations in basic
allowance for housing (BAH) rates for the San Diego market area
will impact future revenue levels and DSCRs.

WHAT COULD TRIGGER A DOWNGRADE ON THE BONDS

  -- A material decrease in BAH for the San Diego market area in
     the near term;
  -- Management's inability to maintain current occupancy levels
     and/or control project operating expenses.

CREDIT PROFILE:

PROJECT OVERVIEW

The project, which is located at Naval Base San Diego, consists of
1,199 units made up of Pacific Beacon (1,882 beds) and Palmer Hall
(1,032 beds) and operates under the name Pacific Beacon.  The
original scope included upgrading and renovating existing two-
bedroom residential units at Palmer Hall and the construction of
three new buildings/towers known as Pacific Beacon with two-
bedroom units.  The project includes a fitness facility, a
multiuse area and parking.

OCCUPANCY AND TENANT MIX

The project is currently 96% occupied and demonstrated 95%
occupancy for the 12-month period ending December 2011.
Management reports that the project experiences nearly 100%
turnover per year which is largely driven by the deployment of
existing tenants.

Together, project occupancy levels and the rank of the tenant base
occupying the units play key roles in determining the amount of
revenue generated by the project, as BAH amounts vary by rank
level.  Currently 85% of the beds are leased to service members
with a rank of E4 or below.  Management reports that it does not
expect that the large percentage of beds being leased to this
segment of the service member population will change in the near
future.  The Department of Defense has the ability (but is not
required) to distribute a higher percentage of the BAH to the E4
and below service members who occupy this project.  The property
will begin paying property management fees in 2012 after being
waived in 2010 and 2011.  Project is currently accruing
approximately $10 million in deferred fees.

PROJECTED DEBT SERVICE COVERAGE

The 2012 budget for the property incorporates a 10% economic
vacancy assumption, assumes no change in BAH and demonstrates the
following expectation for debt service coverage ratios for 2012:

  -- Class I bonds: 1.69x
  -- Class II bonds: 1.28x
  -- Class III bonds: 1.05x

Debt service, as originally planned, increased dramatically to
$19.6 million in 2011 (from $16.3 million in 2010) with principal
starting to amortize.  Debt service remains level throughout the
life of the bonds.

Fitch views unaccompanied military housing projects as having more
risk than military family housing projects given the varied
profile of the respective tenant bases.  Unaccompanied housing
projects tend to be subject to higher levels of physical wear and
higher annual turn over which leads to higher operating expenses.
Therefore, Fitch expects that the DSCRs for an unaccompanied
project will be higher than those of military family housing
transactions at the same rating level to account for this dynamic.


PREFERRED TERM: Moody's Lifts Rating on $341MM Notes to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the following
notes issued by Preferred Term Securities IV, Ltd.:

U.S. $341,000,000 Floating Rate Mezzanine Notes Due December 23,
2031 (current balance of $41,600,000), Upgraded to Caa2 (sf);
previously on March 27, 2009 Downgraded to Ca (sf).

Ratings Rationale

According to Moody's, the rating upgrade action taken is primarily
the result of a decrease in the dollar amount of assets that
Moody's treats as defaulted in its analysis, to $38 million from
$18 million, since the last rating action in March 2009, which
resulted in an increase in the Mezzanine Notes'
overcollateralization ratio, to 124% from 75%, based on Moody's
calculation. The deal also benefited from an improvement in the
credit quality of the underlying portfolio. In particular, the
weighted average rating factor (WARF) based on Moody's calculation
decreased to 1452 from 1625 as of the last rating action date.

Moody's notes that the transaction is highly concentrated and its
portfolio performance depends to a large extent on the credit
conditions of four performing obligors. The deal's lack of
granularity could introduce high volatility to the performance of
the deal.

Preferred Term Securities IV, Ltd, issued on December 18, 2001, is
a collateralized debt obligation backed by a portfolio of bank
trust preferred securities (the 'TruPS CDO'). On March 27, 2009,
the last rating action date, Moody's downgraded three class of
notes as a result of the deterioration in the credit quality of
the transaction's underlying portfolio.

In Moody's opinion, the banking sector outlook remains negative
although there have been some recent signs of stabilization. The
pace of FDIC bank failures continues to decline in 2012 compared
to 2011, 2010 and 2009, and some of the previously deferring banks
have resumed interest payment on their trust preferred securities.

The portfolio of this CDO is mainly composed of trust preferred
securities issued by small to medium sized U.S. community banks
that are generally not publicly rated by Moody's. To evaluate
their credit quality, Moody's uses RiskCalc model, an econometric
model developed by Moody's KMV, to derive credit scores for these
non-publicly rated bank trust preferred securities. Moody's
evaluation of the credit risk for a majority of bank obligors in
the pool relies on FDIC financial data received as of Q4-2011.
Moody's also evaluates the sensitivity of the rated transactions
to the volatility of the credit estimates, as described in Moody's
Rating Implementation Guidance "Updated Approach to the Usage of
Credit Estimates in Rated Transactions," October 2009.

Moody's performed a number of sensitivity analyses of the results
to some of the key factors driving the ratings. The sensitivity of
the model results to changes in the WARF (representing a slight
improvement and a slight deterioration in the credit quality of
the collateral pool) was examined. If WARF is increased by 318
points from the base case of 1452, the model results in an
expected loss that is one notch worse than the result of the base
case for the Mezzanine Notes. Similarly, if the WARF is decreased
by 252 points, expected losses are one notch better than the base
case results.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of rating committee
considerations. Moody's considers as well the structural
protections in the transaction, the risk of triggering an Event of
Default, the recent deal performance in the current market
conditions, the legal environment, and specific documentation
features. All information available to rating committees,
including macroeconomic forecasts, input from other Moody's
analytical groups, market factors and judgments regarding the
nature and severity of credit stress on the transactions, may
influence the final rating decision.

The principal methodology used in this rating was "Moody's
Approach to Rating TRUP CDOs" published in May 2011.

Due to the impact of revised and updated key assumptions
referenced in these rating methodologies, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's Asset Correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers. The
transaction's portfolio was modeled, according to Moody's rating
approach, using CDOROM v.2.8 to develop the default distribution
from which the Moody's Asset Correlation parameter was obtained.
This parameter was then used as an input in a cash flow model
using CDOEdge. CDOROM v.2.8 is available on moodys.com under
Products and Solutions -- Analytical models, upon return of a
signed free license agreement.


PUTNAM STRUCTURED: Moody's Affirms 'Caa3' Rating on Cl. A-2 Notes
-----------------------------------------------------------------
Moody's Investors Service has upgraded 11 and affirmed one classes
of Notes issued by Putnam Structured Product CDO 2002-1 Ltd. The
upgrades are due to realized full amortization of certain
collateral since last review providing additional collateral
coverage for the senior notes. The affirmation is due to key
transaction parameters performing within levels commensurate with
the existing rating 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.

U.S.$176,000,000 Class A-1MT -a Medium Term Floating Rate Notes Du
2038, Upgraded to Baa2 (sf); previously on Mar 4, 2010 Downgraded
to Ba1 (sf)

U.S.$176,000,000 Class A-1MT -b Medium Term Floating Rate Notes
Due 2038, Upgraded to Baa2 (sf); previously on Mar 4, 2010
Downgraded to Ba1 (sf)

U.S.$176,000,000 Class A-1MT -c Medium Term Floating Rate Notes
Due 2038, Upgraded to Baa2 (sf); previously on Mar 4, 2010
Downgraded to Ba1 (sf)

U.S.$176,000,000 Class A-1MM -d Floating Rate Notes Due 2038,
Upgraded to Baa2 (sf); previously on Mar 4, 2010 Downgraded to Ba1
(sf)

U.S.$176,000,000 Class A-1MM -e Floating Rate Notes Due 2038,
Upgraded to Baa2 (sf); previously on Mar 4, 2010 Downgraded to Ba1
(sf)

U.S.$176,000,000 Class A-1MM -f Floating Rate Notes Due 2038,
Upgraded to Baa2 (sf); previously on Mar 4, 2010 Downgraded to Ba1
(sf)

U.S.$176,000,000 Class A-1MM -g Floating Rate Notes Due 2038,
Upgraded to Baa2 (sf); previously on Mar 4, 2010 Downgraded to Ba1
(sf)

U.S.$176,000,000 Class A-1MM -h Floating Rate Notes Due 2038,
Upgraded to Baa2 (sf); previously on Mar 4, 2010 Downgraded to Ba1
(sf)

U.S.$176,000,000 Class A-1MM -i Floating Rate Notes Due 2038,
Upgraded to Baa2 (sf); previously on Mar 4, 2010 Downgraded to Ba1
(sf)

U.S.$176,000,000 Class A-1MM -j Floating Rate Notes Due 2038,
Upgraded to Baa2 (sf); previously on Mar 4, 2010 Downgraded to Ba1
(sf)

U.S.$80,000,000 Class A-2 Floating Rate Notes Due 2038, Affirmed
at Caa3 (sf); previously on Mar 4, 2010 Downgraded to Caa3 (sf)

U.S.$150,000,000 Class B Participating Notes Due 2038, Upgraded to
Ba3 (sf); previously on Feb 15, 2012 Upgraded to B3 (sf)

Ratings Rationale

Putnam Structured Product CDO 2002-1 Ltd. is a static cash CRE CDO
transaction backed by a portfolio of commercial mortgage backed
securities (CMBS) (60.5% of the pool balance), asset backed
securities (ABS) (30.2%, of which 44.1% are government-sponsored
enterprise guaranteed mortgage bonds, the remainder are primarily
in the form of subprime and Alt-A residential mortgage backed
securities (RMBS)), and CDOs (9.4%) . As of the April 10, 2012
Trustee Note Valuation Report, the aggregate Note balance of the
transaction, including the outstanding balance of Class B and
Class C Notes, is $1.4 billion from $2.0 billion at issuance,
including $101.6 million additional pay-down to Class A Notes
since last review. The paydown has been directed to the Class A
Notes, which amortize pro-rata as long as certain conditions are
met, as a result of regular amortization of the underlying
collateral. The rated principal amount of Class B and Class C has
also been reduced in accordance with a turbo feature as outlined
in the transaction governing documents.

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), WARR, and
Moody's asset correlation (MAC). These parameters are typically
modeled as actual parameters for static deals and as covenants for
managed deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has updated credit estimates for the non-Moody's rated
collateral. The bottom-dollar WARF is a measure of the default
probability within a collateral pool. Moody's modeled a bottom-
dollar WARF of 1,490 compared to 1,313 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (61.3% compared to 63.2% at last review), A1-A3
(4.6% compared to 4.3% at last review), Baa1-Baa3 (6.9% compared
to 7.0% at last review), Ba1-Ba3 (4.8% compared to 7.7% at last
review), B1-B3 (7.2% compared to 4.1% at last review), and Caa1-C
(15.2% compared to 13.7% at last review).

WAL acts to adjust the probability of default of the collateral in
the pool for time. Moody's modeled to a WAL of 4.3 years compared
to 3.7 at last review. The increased WAL reflects the current
collateral profile along with Moody's assumptions about
extensions.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Due to the speculative-grade
collateral, Moody's modeled a fixed 53.8% WARR, the same as 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 0.0% compared to 1.2% at last review. The
low MAC reflects the high diversity of the collateral pool by both
number of names and asset types along with a diverse credit range.

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) v3.2.1.1, 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. In general, the rated notes are particularly
sensitive to changes in recovery rate assumptions. Holding all
other key parameters static, changing the recovery rate assumption
down from 53.8% to 43.8% or up to 63.8% would result in average
rating movement on the rated tranches of 0 to 2 notches downward
and 0 to 2 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 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 along with a
rise in investment activity and stabilization in core property
type performance, a consistent upward trend will not be evident
until the volume of investment activity steadily increases,
distressed properties are cleared from the pipeline, and job
creation rebounds. The hotel sector is performing strongly and the
multifamily sector continues to show increases in demand. Moderate
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where growth remains slow. Performance in the retail sector has
been mixed with lackluster sales driven by discounting and
promotions. However, rising wages and reduced unemployment, along
with increased consumer confidence, is helping to spur consumer
spending. 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 healthier growth in the US and US growth
decoupling from the recessionary trend in the euro zone, while a
mild recession is expected in 2012. Downside risks remain
significant, although they have moderated compared to earlier this
year. Major downside risks include an increase in the potential
magnitude of the euro area recession, the risk of an oil supply
shock weighing negatively on consumer purchasing power and home
prices, 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, any or all of which
will continue to constrain growth.

The methodologies used in this rating were "Moody's Approach to
Rating SF CDOs" published in May 2012, and "Moody's Approach to
Rating Commercial Real Estate CDOs" published in July 2011.


REAL ESTATE 2004-1: DBRS Confirms 'B' Rating on Class L Loans
-------------------------------------------------------------
DBRS has confirmed the following classes of Real Estate Asset
Liquidity Trust, Series 2004-1 as follows:

-- Class A-1 at AAA (sf)
-- Class A-2 at AAA (sf)
-- Class B at AAA (sf)
-- Class X at AAA (sf)
-- Class E1 at A (low) (sf)
-- Class E2 at A (low) (sf)
-- Class F at BBB (sf)
-- Class G at BBB (low) (sf)
-- Class H at BB (sf)
-- Class J at B (high) (sf)
-- Class K at B (sf)
-- Class L at B (low) (sf)

DBRS has also upgraded the following classes of Real Estate Asset
Liquidity Trust, Series 2004-1 as follows:

-- Class C to AA (high) (sf) from AA (sf)
-- Class D1 to A (high) (sf) from A (sf)
-- Class D2 to A (high) (sf) from A (sf)

In addition, DBRS has placed Classes C through G on Positive
trend. The trends on all other classes are Stable.

The upgrades and trend changes are a result of the continued
health and performance of the pool overall.  The collateral in
this transaction has been reduced by approximately 47.3% since
issuance.  The current weighted-average (WA) Debt Service Coverage
Ratio (DSCR) and WA Debt Yield are 2.1 times (x) and 22.9%,
respectively.  In comparison, the WA DSCR and WA Debt Yield for
the pool at issuance were 1.6x and 13.4%, respectively.  The
fifteen largest loans represent 59.8% of the current pool balance.
There are two loans on the servicer watchlist, representing 3.8%
of the current pool balance.

8655 Foucher Street/600-675 Cremazie Blvd (Prospectus ID#27, 2.08%
of the current pool balance) is secured by a multifamily property
with a ground floor retail component in Montreal and was placed on
the servicer watchlist in July 2010 because of a low DSCR - a
result of declining rental rates.  The borrower reportedly
indicated the drop in rates was necessary in order to maintain
occupancy and remain competitive in the area.  On a positive note,
the DSCR improved to 1.0x at YE2011 from 0.91x at YE2010.
Occupancy has been stable, and was reported to be 93% in Q4 2011.

Victoria House (Prospectus ID# 35, 1.72% of the current pool
balance) is secured by an independent living property in Orillia,
Ontario.  This loan was placed on the servicer watchlist in April
2011 because of a decline in DSCR.  According to the most recent
servicer site inspection, the property is well maintained and in
Good condition.  The property has been well occupied historically.

Approximately 37.1% of the pool is deemed investment grade by
DBRS.  DBRS currently maintains investment-grade shadow ratings on
two loans in this transaction, and fully defeased loans represent
an additional 24.9% of the current pool balance.


REAL ESTATE 2007-1: DBRS Confirms 'B(low)' Rating on Cl. L Loans
----------------------------------------------------------------
DBRS has confirmed the following classes of Real Estate Asset
Liquidity Trust, Series 2007-1 as follows:

Classes A-1, A-2, XP-1, XP-2, XC-1 and XC-2 at AAA (sf)
Class B at AA (sf)
Class C at A (sf)
Class D1 at BBB (sf)
Class D2 at BBB (sf)
Class E1 at BBB (low) (sf)
Class E2 at BBB (low) (sf)
Class F at BB (high) (sf)
Class G at BB (sf)
Class H at BB (low) (sf)
Class J at B (high) (sf)
Class K at B (sf)
Class L at B (low) (sf)

DBRS has placed Classes H through L on trend Negative due to
concerns over loans in special servicing.  The trend on the
remaining classes is Stable.

There are two loans in special servicing, representing 3.2% of the
current pool balance.

Impero Properties (Prospectus ID#13, 1.95% of the current pool
balance) is secured by three office properties in Edmonton and was
previously on the servicer's watchlist for an unapproved second
mortgage held against the collateral.  The second mortgage was
originally scheduled to mature in November 2009 and the borrower
advised it would be unable to repay the loan.  The trust loan
transferred to special servicing in February 2011 for payment
default.  The borrower has been historically late making payments
on the subject loan, but no formal workout strategy has been
determined.  As of the April 2012 remittance, the loan was paid
through March 2012.  DBRS will continue to monitor this loan.

771-785 Industriel Boulevard (Prospectus ID#68, 0.26% of the
current pool balance) is secured by an industrial property located
approximately 43 kilometres northwest of Montreal.  This loan was
previously on the servicer's watchlist as a result of declining
occupancy.  According to a May 2011 rent roll, the property was
32% occupied, down from 43% at YE2009.  Payments on the loan
became delinquent and it was transferred to special servicing in
December 2011.  The YE2010 debt service coverage ratio (DSCR)
shows a significant decline in cash flow since issuance, at -0.03
times (x), but a slight improvement over YE2009, when the DSCR was
-0.18x.  This loan was scheduled to mature on April 1, 2012.  A
workout strategy has not yet been confirmed by the servicer.  Any
loss associated with this loan would be contained within the non-
rated Class M.

The rest of the pool has exhibited stable performance.  Since the
last surveillance review, two loans paid out of the pool at
maturity.  The current weighted-average (WA) DSCR and WA debt
yield for the pool are 1.6x and 12.8%, respectively.  In
comparison, the WADSCR and WA debt yield for the pool at issuance
was 1.4x and 10.6%, respectively.

DBRS currently maintains investment-grade shadow ratings on two
loans in this transaction.


SALOMON BROTHERS: Loses Prompts Fitch to Cut Ratings of 3 Certs.
----------------------------------------------------------------
Fitch Ratings downgrades three classes of Salomon Brothers
Mortgage Securities VII, Inc., commercial mortgage pass through
certificates, series 2000-C2.

The downgrades are due to the expectation of losses on specially
serviced loans in addition to interest shortfalls being incurred
or imminent on these classes.  The Negative Outlooks reflect the
uncertainty on timing for resolution of REO loans that are in
special servicing which may result in an increase in fees and
expenses.  Based on Fitch's current estimates, losses from assets
in special servicing may affect classes H, J and K.

As of the April 2012 distribution date, the pool's certificate
balance has paid down 90.1% to $77.7 million from $781.6 million
at issuance.  There are 22 remaining loans from the original 193
loans at issuance.

There are eight specially serviced loans (83.0%) in the pool. Of
the eight loans, two loans (8.7%) are in foreclosure, five loans
(41.2%) are real estate owned (REO), and one loan (33.1%) is
current.

The largest contributor to Fitch expected losses is a 251,365 sf
retail center in Baltimore, MA.  The asset has been real estate-
owned (REO) since February 2006.  Litigation against the guarantor
over carve-out claims has concluded and no further appeals are
available to the borrowing parties, although pursuit of related
borrower entities continues.  The property is currently being
marketed for sale.  Fitch anticipates significant losses upon sale
of the asset based on valuations obtained by the special servicer.

The second largest contributor to losses is a 201,148 sf office
building in Milwaukee, WI.  The asset has been real estate-owned
(REO) since December 2009.  The servicer is working to increase
occupancy of the property and position the asset for sale.

Fitch downgrades and assigns Outlooks to following classes as
indicated:

  -- $11.7 million class E to 'Asf' from 'AAAsf'; Outlook Stable;
  -- $13.7 million class F to 'BBBsf' from 'Asf'; Outlook
     Negative;
  -- $9.8 million class G to 'BBsf' from 'BBBsf'; Outlook
     Negative.

Classes E, F and G have been removed from Rating Watch Negative.

Fitch affirms and revises the Recovery Estimates of the following
classes as indicated:

  -- $4.8 million class D at 'AAAsf'; Outlook Stable;
  -- $21.5 million class H at 'Csf'; RE to 30% from 35%;
  -- $13.7 million class J at 'Csf'; RE 0%;
  -- $2.6 million class K at 'Dsf'; RE 0%.


Fitch does not rate class P.  Classes A-1, A-2, B and C have paid
in full.  Fitch maintains the rating of 'D' on classes L, M and N.

Fitch has withdrawn the rating of class X.


SALOMON MORTGAGE: Moody's Cuts Rating on Cl. B-2 Tranche to Caa3
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 2 tranches
from C-BASS's 2002-CB3, backed by Subprime loans.

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 described, 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: Salomon Mortgage Loan Trust, Series 2002-CB3 C-BASS
Mortgage Loan Asset-Backed Certificates

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

Cl. B-2, Downgraded to Caa3 (sf); previously on Jan 31, 2012 Caa2
(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_SF285515

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


SLM STUDENT 2004-2: Fitch Keeps BBsf Rating on Subordinate Notes
----------------------------------------------------------------
Fitch Ratings affirms the senior student loan notes at 'AAAsf' and
subordinate notes at 'BBsf' issued by SLM Student Loan Trust 2004-
2.  The Rating Outlook on the senior notes, which is tied to the
sovereign rating of the U.S. government, remains Negative, while
the Rating Outlook on the subordinate note remains Stable.  Fitch
used its 'Global Structured Finance Rating Criteria', and 'U.S.
FFELP Student Loan ABS Surveillance Criteria', as well as 'Rating
U.S. Federal Family Education Loan Program Student Loan ABS' to
review the ratings.

The ratings on the senior and subordinate notes are affirmed based
on the sufficient level of credit enhancement to cover the
applicable risk factor stresses.  Credit enhancement for the
senior notes consists of overcollateralization, subordination
provided by the class B note, and projected minimum excess spread,
while the subordinated notes benefit from projected excess spread
only.

Fitch has taken the following rating actions:

SLM Student Loan Trust 2004-2:

  -- Class A-4 affirmed at 'AAAsf'; Outlook Negative;
  -- Class A-5 affirmed at 'AAAsf'; Outlook Negative;
  -- Class A-6 affirmed at 'AAAsf'; Outlook Negative;
  -- Class B affirmed at 'BBsf'; Outlook Stable.


SLM STUDENT 2004-5: Fitch Keeps BBsf Rating on Subordinate Notes
----------------------------------------------------------------
Fitch Ratings affirms the senior student loan notes at 'AAAsf' and
subordinate notes at 'BBsf' issued by SLM Student Loan Trust 2004-
5.  The Rating Outlook on the senior notes, which is tied to the
sovereign rating of the U.S. government, remains Negative, while
the Rating Outlook on the subordinate note remains Stable.  Fitch
used its 'Global Structured Finance Rating Criteria', and 'U.S.
FFELP Student Loan ABS Surveillance Criteria', as well as 'Rating
U.S. Federal Family Education Loan Program Student Loan ABS' to
review the ratings.

The ratings on the senior and subordinate notes are affirmed based
on the sufficient level of credit enhancement to cover the
applicable risk factor stresses. Credit enhancement for the senior
notes consists of overcollateralization, subordination provided by
the class B note, and projected minimum excess spread, while the
subordinated notes benefit from projected excess spread only.

Fitch has taken the following rating actions:

SLM Student Loan Trust 2004-5:

  -- Class A-4 affirmed at 'AAAsf'; Outlook Negative;
  -- Class A-5 affirmed at 'AAAsf'; Outlook Negative;
  -- Class A-6 affirmed at 'AAAsf'; Outlook Negative;
  -- Class B affirmed at 'BBsf'; Outlook Stable.


SLM STUDENT 2004-8: Fitch Keeps BBsf Rating on Subordinate Notes
----------------------------------------------------------------
Fitch Ratings affirms the senior student loan notes at 'AAAsf' and
subordinate notes at 'BBsf' issued by SLM Student Loan Trust 2004-
8.  The Rating Outlook on the senior notes, which is tied to the
sovereign rating of the U.S. government, remains Negative, while
the Rating Outlook on the subordinate note remains Stable.

Fitch used its 'Global Structured Finance Rating Criteria', and
'U.S. FFELP Student Loan ABS Surveillance Criteria', as well as
'Rating U.S. Federal Family Education Loan Program Student Loan
ABS' to review the ratings.

The ratings on the senior and subordinate notes are affirmed based
on the sufficient level of credit enhancement to cover the
applicable risk factor stresses.  Credit enhancement for the
senior notes consists of overcollateralization, subordination
provided by the class B note, and projected minimum excess spread,
while the subordinated notes benefit from projected excess spread
only.

Fitch has taken the following rating actions:

SLM Student Loan Trust 2004-8:

  -- Class A-4 affirmed at 'AAAsf'; Outlook Negative;
  -- Class A-5 affirmed at 'AAAsf'; Outlook Negative;
  -- Class A-6 affirmed at 'AAAsf'; Outlook Negative;
  -- Class B affirmed at 'BBsf'; Outlook Stable.


SLM STUDENT 2004-10: Fitch Keeps BBsf Rating on Subordinate Notes
-----------------------------------------------------------------
Fitch Ratings affirms the senior student loan notes at 'AAAsf' and
subordinate notes at 'BBsf' issued by SLM Student Loan Trust 2004-
10.  The Rating Outlook on the senior notes, which is tied to the
sovereign rating of the U.S. government, remains Negative, while
the Rating Outlook on the subordinate note remains Stable.

Fitch used its 'Global Structured Finance Rating Criteria', and
'U.S. FFELP Student Loan ABS Surveillance Criteria', as well as
'Rating U.S. Federal Family Education Loan Program Student Loan
ABS' to review the ratings.

The ratings on the senior and subordinate notes are affirmed based
on the sufficient level of credit enhancement to cover the
applicable risk factor stresses. Credit enhancement for the senior
notes consists of overcollateralization, subordination provided by
the class B note, and projected minimum excess spread, while the
subordinated notes benefit from projected excess spread only.

Fitch has taken the following rating actions:

SLM Student Loan Trust 2004-10:

  -- Class A-4 affirmed at 'AAAsf'; Outlook Negative;
  -- Class A-5A affirmed at 'AAAsf'; Outlook Negative;
  -- Class A-5B affirmed at 'AAAsf'; Outlook Negative;
  -- Class A-6A affirmed at 'AAAsf'; Outlook Negative;
  -- Class A-6B affirmed at 'AAAsf'; Outlook Negative;
  -- Class A-7A affirmed at 'AAAsf'; Outlook Negative;
  -- Class A-7B affirmed at 'AAAsf'; Outlook Negative;
  -- Class A-8 affirmed at 'AAAsf'; Outlook Negative;
  -- Class B affirmed at 'BBsf'; Outlook Stable.


SLM STUDENT 2008-1: Fitch Keeps BBsf Rating on Subordinate Notes
----------------------------------------------------------------
Fitch Ratings affirms both the senior and subordinate student loan
notes at 'AAAsf' and 'BBsf' issued by Nelnet Student Loan Trust
series 2008-1.  The Rating Outlook on the senior notes, which is
tied to the sovereign rating of the U.S. government, remains
Negative, while the Rating Outlook on the subordinate note remains
Stable.  Fitch used its 'Global Structured Finance Rating
Criteria', and 'U.S. FFELP Student Loan ABS Surveillance
Criteria', as well as 'Rating U.S. Federal Family Education Loan
Program Student Loan ABS' to review the ratings.

The ratings on the senior and subordinate notes are affirmed based
on the sufficient level of credit to cover the applicable risk
factor stresses.  Credit enhancement for the senior and
subordinate notes consists of overcollateralization and projected
minimum excess spread, while the senior notes also benefit from
subordination provided by the class B notes.

Fitch has taken the following rating actions:

Nelnet Student Loan Trust, Series 2008-1:

  -- Class A-2 affirmed at 'AAAsf; Outlook Negative;
  -- Class A-3 affirmed at 'AAAsf'; Outlook Negative;
  -- Class B affirmed at 'BBsf'; Outlook Stable.


SIGNATURE 7: Moody's Upgrades Rating on Class C Notes From 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Signature 7 L.P.:

U.S.$15,085,000 Class B Deferrable Floating Rate Notes Due July
28, 2019, Upgraded to Aaa (sf); previously on October 11, 2011
Upgraded to A3 (sf);

U.S.$12,930,000 Class C Deferrable Floating Rate Notes Due July
28, 2019 (current outstanding balance of $11,432,978), Upgraded to
Baa1 (sf); previously on October 11, 2011 Upgraded to Ba3 (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 October 2011. Moody's notes that the Class A
Notes have been paid down by approximately 58% or $15.8 million
since the last rating action. Based on the latest trustee report
dated April 18, 2012 the Class A, B, and C overcollateralization
ratios are reported at 462.80%, 200.42%, and 140.19%,
respectively, versus August 2011 levels of 235.19%, 151.54%, and
119.34%, respectively.

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 1834 compared to
1739 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 $53.9 million,
defaulted par of $1.8 million, a weighted average default
probability of 16.60% (implying a WARF of 2697), a weighted
average recovery rate upon default of 33.56%, and a diversity
score of 20. 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.

Signature 7 L.P., issued in July 2004, is a collateralized bond
obligation backed primarily by a portfolio of senior unsecured
bonds.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011. Please see the Credit Policy page on www.moodys.com for
a copy of this methodology.

This publication incorporates rating criteria that apply to both
collateralized loan obligations and collateralized bond
obligations.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 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% (2158)

Class A: 0
Class B: 0
Class C: +2

Moody's Adjusted WARF + 20% (3236)

Class A: 0
Class B: -1
Class C: -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 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 bond 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) 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. Moody's also conducted stress tests to assess
the collateral pool's concentration risk in obligors bearing a
credit estimate that constitute more than 3% of the collateral
pool.

4) The deal has a pay-fixed receive-floating interest rate swap
that is currently out of the money. If fixed rate assets prepay or
default, there would be a more substantial mismatch between the
swap notional and the amount of fixed assets. In such cases,
payments to hedge counterparties may consume a large portion or
all of the interest proceeds, leaving the transaction, even with
respect to the senior notes, with poor interest coverage. Payment
timing mismatches between assets and liabilities may cause
additional concerns. If the deal does not receive sufficient
projected principal proceeds on the payment date to supplement the
interest proceeds shortfall, a heightened risk of interest payment
default could occur. Similarly, if principal proceeds are used to
pay interest, there may ultimately be a risk of payment default on
the principal of the notes.


SOLAR TRUST 2003-CC1: DBRS Confirms 'B' Rating on Class K Loans
---------------------------------------------------------------
DBRS has confirmed the following classes of Solar Trust, Series
2003-CC1 as follows:

-- Class A-2 at AAA (sf)
-- Class B at AAA (sf)
-- Class C at AAA (sf)
-- Class IO-1 at AAA (sf)
-- Class IO-2 at AAA (sf)
-- Class D1 at AA (sf)
-- Class D2 at AA (sf)
-- Class E at A (high) (sf)
-- Class F at A (sf)
-- Class G at BBB (sf)
-- Class H at BBB (low) (sf)
-- Class J at BB (low) (sf)
-- Class K at B (sf)

The collateral in this transaction has been reduced by
approximately 43.1% since issuance.  As a whole, the pool has
continued to perform well over time.  The current weighted-average
(WA) debt service coverage ratio (DSCR) and WA debt yield are 2.6
times (x) and 26.8%, respectively.  In comparison, the WADSCR and
WA debt yield for the pool at issuance was 1.5x and 12.5%,
respectively.  The top fifteen largest loans represent 66.3% of
the current pool balance.

Approximately $127.9 million in outstanding debt in this deal is
scheduled to be repaid by the end of 2012.  This would pay down a
significant portion of the remaining balance to Class A-2 and
improve subordination levels to the bonds.  The WADSCR and WA debt
yield for reporting loans maturing in 2012 is 1.87x and 19.8%,
respectively.  These loans also have a WA loan-to-value ratio
(LTV) of 52.9%.  Based on these metrics, and the overall health of
the pool, DBRS has changed the trends on Classes D1 through G to
Positive.  The trend on the remaining classes is Stable.

There are nine loans on the servicer's watchlist, representing
14.5% of the current pool balance.  TLC Building (Prospectus
ID#30, 1.62% of the current pool balance) is the third largest
loan currently on the servicer's watchlist.  The collateral is a
60,000 square foot office building in Mississauga, Ontario, which
suffered a drop in occupancy when the sole tenant vacated.  A
replacement tenant was found to occupy 67% of the net rentable
area (NRA) on a lease that is scheduled to expire in November
2012, concurrent with the loan's scheduled maturity.  This loan
has recourse to the Canada Mortgage and Housing Corporation, a
government-guaranteed entity.

Two loans of concern will be placed on the servicer's watchlist
with the May 2012 remittance.  The first is Matheson Boulevard
(Prospectus ID#9, 5.61% of the current pool balance), which is
secured by a Class A office building located within the Airport
Corporate Centre in Mississauga.  As of a December 2011 rent roll,
the property was 87.8% occupied; however, the largest tenant,
Daimler Chrysler Financial, will be vacating its 24.3% of the NRA
by May 1, 2012, bringing occupancy down significantly.  Available
space at the property is being marketed by Altus InSite.  This
loan is scheduled to mature in October 2012.

500-522 King Street (Prospectus ID#14, 4.67% of the current pool
balance) is secured by an office property with a retail component,
comprising a total of approximately 130,000 square feet in the
King West Central market of downtown Toronto.  Although the
property was 100% occupied, according to the most recent rent
roll, Cossette Communication Group, representing 73.5% of the NRA,
will be vacating its space by May 1, 2012.  The space is already
being marketed by Altus InSite.  The success of finding one or
more tenants to lease this space will likely play a role in this
loan's ability to refinance ahead of its scheduled August 2012
maturity.  A mitigating factor is that the sponsor, Allied
Properties REIT, provides recourse for this loan.  Allied
Properties REIT's Toronto portfolio, comprising 3.2 million square
feet, was 97% occupied at YE2011.  Additionally, property is very
well located and well maintained.


STARWOOD VACATION 2005-A: Moody's Reviews 'B2' Rating on D Notes
----------------------------------------------------------------
Moody's Investors Service placed on review for possible upgrade
the Class D note from SVO 2005-A VOI Mortgage Corp, and the Class
A, Class B, Class C, and Class D notes from SVO 2006-A VOI
Mortgage Corp, which are both sponsored by Starwood Vacation
Ownership Portfolio Services, Inc. (Starwood). The underlying
collateral consists of timeshare loan receivables serviced by
Starwood.

The completed rating actions are as follow:

Issuer: SVO 2005-A VOI Mortgage Corp.

Cl. D, B1 (sf) Placed Under Review for Possible Upgrade;
previously on Jul 29, 2009 Downgraded to B1 (sf)

Issuer: SVO 2006-A VOI Mortgage Corp.

Cl. A, Aa1 (sf) Placed Under Review for Possible Upgrade;
previously on Jul 29, 2009 Downgraded to Aa1 (sf)

Cl. B, A1 (sf) Placed Under Review for Possible Upgrade;
previously on Jul 29, 2009 Downgraded to A1 (sf)

Cl. C, Baa2 (sf) Placed Under Review for Possible Upgrade;
previously on Jul 29, 2009 Downgraded to Baa2 (sf)

Cl. D, B2 (sf) Placed Under Review for Possible Upgrade;
previously on Jul 29, 2009 Downgraded to B2 (sf)

Ratings Rationale

The review actions for possible upgrade are prompted by the
continued improvement in pool performance observed over the past
year. Sixty day plus delinquencies have retreated from their peak
recessionary levels of 5-6% and now remain stable within 2-3% of
the current pool balance. Gross charge-off rates in both
transactions have also reduced significantly within the past 12
months and continue their downward trajectory.

In addition, overcollateralization as a percentage of outstanding
pool balance has reached its target level of 7.25% in the 2005
deal and 6.0% in the 2006 deal. Reserves in both deals are at
their target floor 0.5% of original pool balance, and are non-
declining.

The performance evaluation of the deal for the review action was
based on the adequacy of the available credit enhancement for each
class of notes relative to performance on the underlying pool.
Moody's considered the following sources of credit enhancement:
overcollateralization, reserve fund, subordination, excess spread,
as well as the protection provided by structural features of the
transactions.

Methodology:

Moody's analysis primarily focuses on the ratio of credit
enhancement to expected gross charge-offs on the remaining pool.
During the review period, Moody's will analyze pool performance
and project updated expected losses for the deals.

Several approaches are utilized to quantitatively assess the
lifetime gross charge-offs for timeshare deals, from which
remaining expected charge-offs are derived. The primary method for
assessing lifetime charge-offs is based on the level and shape of
the cumulative gross charge-off curves and cumulative gross
charge-off to liquidation curves, with additional consideration
given to the current economic environment and the nature of the
asset class. The level where the two curves converge will be the
lifetime gross charge-offs of the pool. In cases where the gross
charge-off to liquidation curve is still above the cumulative
charge-off curve, or where the expected convergence point of the
curves is not clear, a cash flow approach is utilized. The cash
flow approach measures monthly charge-offs, scheduled
amortization, and prepayments, and assumes that the observed
elevated average charge-off rate and low prepayment rate of the
last 12 months will decrease and increase, respectively, over the
course of the next 12 months, to a stabilized level based on
historical averages. The charge-off and prepayment rates are then
assumed to remain at the stabilized level for the remaining life
of the pool. A third metric employed to triangulate estimated
lifetime charge-offs is the average gross charge-off to
liquidation rate taken over a 6 month and 12 month rolling basis.

In order to arrive at appropriate ratings, the ratio of credit
enhancement to expected remaining net losses is then compared with
timeshare transactions with similar remaining net losses to
determine the appropriate ratings. The ratio to achieve a certain
rating may be reduced based on the seasoning of the underlying
pools.

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


STRUCTURED ASSET: Moody's Cuts Ratings on 2 RMBS Tranches to 'C'
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 43
tranches, upgraded the ratings of 17 tranches and confirmed the
ratings of 17 tranches from 15 RMBS transactions, backed by Alt-A
loans, issued by Structured Asset Securities Corp. Trust.

Ratings Rationale

The actions are a result of the recent performance review of Alt-A
pools originated before 2005 and reflect Moody's updated loss
expectations on these pools. The methodologies used in these
ratings were "Moody's Approach to Rating US Residential Mortgage-
Backed Securities" published in December 2008, and "Pre-2005 US
RMBS Surveillance Methodology" published in January 2012. The
methodology used in rating Interest-Only Securities was "Moody's
Approach to Rating Structured Finance Interest-Only Securities"
published in February 2012.

The rating action constitute of a number of upgrades as well as
downgrades. The upgrades are due to significant improvement in
collateral performance, and/ or rapid build-up in credit
enhancement due to high prepayments.

The downgrades are a result of deteriorating performance and/or
structural features resulting in higher expected losses for
certain bonds than previously anticipated. For e.g., for shifting
interest structures, back-ended liquidations could expose the
seniors to tail-end losses. In its 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, 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: Structured Asset Securities Corp Trust 2004-11XS

Cl. 1-A4A, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A4B, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A5A, Downgraded to B3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A5B, Downgraded to B3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to B3 (sf); previously on Jan 31,
2012 Ba3 (sf) Placed Under Review for Possible Downgrade

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

Cl. 1-A6, Downgraded to B1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to B1 (sf); previously on Jan 31,
2012 Ba1 (sf) Placed Under Review for Possible Downgrade

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

Cl. 2-A2, Confirmed at Baa2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 1-M1, Downgraded to C (sf); previously on Mar 2, 2011
Downgraded to Ca (sf)

Cl. 2-M1, Downgraded to B1 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Issuer: Structured Asset Securities Corp Trust 2004-12H

Cl. 1A-IO, Confirmed at Ba3 (sf); previously on Feb 22, 2012 Ba3
(sf) Placed Under Review Direction Uncertain

Cl. 2A, Confirmed at B3 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Downgrade

Cl. 1B1, Downgraded to C (sf); previously on Mar 21, 2011
Downgraded to Ca (sf)

Cl. 2B1, Downgraded to C (sf); previously on Mar 21, 2011
Downgraded to Ca (sf)

Issuer: Structured Asset Securities Corp Trust 2004-13

Cl. 1-A3, Downgraded to B1 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A1, Downgraded to B1 (sf); previously on Mar 21, 2011
Downgraded to Ba3 (sf)

Issuer: Structured Asset Securities Corp Trust 2004-15

Cl. 3-A1, Downgraded to B1 (sf); previously on Mar 21, 2011
Downgraded to Ba2 (sf)

Cl. 3-A7, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A8, Downgraded to Caa2 (sf); previously on Mar 21, 2011
Downgraded to B2 (sf)

Cl. 3-PAX, Downgraded to B1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 3-AX, Downgraded to B1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. AX, Confirmed at B2 (sf); previously on Feb 22, 2012 B2 (sf)
Placed Under Review Direction Uncertain

Cl. PAX, Confirmed at B2 (sf); previously on Feb 22, 2012 B2 (sf)
Placed Under Review Direction Uncertain

Issuer: Structured Asset Securities Corp Trust 2004-16XS

Cl. A3A, Confirmed at B3 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. A3B, Confirmed at B3 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Underlying Rating: Confirmed at B3 (sf); previously on Jan 31,
2012 B3 (sf) Placed Under Review for Possible Upgrade

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

Cl. A4A, Upgraded to B1 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. A4B, Upgraded to B1 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Underlying Rating: Upgraded to B1 (sf); previously on Jan 31, 2012
B3 (sf) Placed Under Review for Possible Upgrade

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

Cl. M1, Confirmed at C (sf); previously on Jan 31, 2012 C (sf)
Placed Under Review for Possible Upgrade

Issuer: Structured Asset Securities Corp Trust 2004-17XS

Cl. A3A, Upgraded to B1 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Underlying Rating: Upgraded to B1 (sf); previously on Jan 31, 2012
B3 (sf) Placed Under Review for Possible Upgrade*

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

Cl. A3B, Upgraded to B1 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. A4A, Upgraded to Ba3 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Underlying Rating: Upgraded to Ba3 (sf); previously on Jan 31,
2012 B3 (sf) Placed Under Review for Possible Upgrade*

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

Cl. A4B, Upgraded to Ba3 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Issuer: Structured Asset Securities Corp Trust 2004-19XS

Cl. A3A, Downgraded to Baa3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. A3B, Downgraded to B1 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. A4, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. A6B, Confirmed at Baa2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Issuer: Structured Asset Securities Corp Trust 2004-21XS

Cl. 1-A5, Upgraded to Ba3 (sf); previously on Mar 2, 2011
Downgraded to B2 (sf)

Cl. 2-A3, Upgraded to Aa2 (sf); previously on Jan 31, 2012 A3 (sf)
Placed Under Review for Possible Upgrade

Cl. 2-A4B, Downgraded to Ba1 (sf); previously on Mar 2, 2011
Downgraded to Baa3 (sf)

Cl. 2-A5A, Downgraded to Baa3 (sf); previously on Mar 2, 2011
Downgraded to Baa2 (sf)

Cl. 2-A5B, Downgraded to B1 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A6A, Downgraded to Baa2 (sf); previously on Mar 2, 2011
Downgraded to Baa1 (sf)

Cl. 2-A6B, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Issuer: Structured Asset Securities Corp Trust 2004-23XS

Cl. 1-A3A, Upgraded to Baa1 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A3B, Upgraded to Ba1 (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A3C, Upgraded to Baa2 (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A3D, Upgraded to Baa2 (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A4, Upgraded to Baa1 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A1, Upgraded to Ba1 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. 2-A2, Upgraded to Ba1 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. 2-A3, Upgraded to Ba3 (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. M1, Upgraded to Ca (sf); previously on Jan 31, 2012 C (sf)
Placed Under Review for Possible Upgrade

Issuer: Structured Asset Securities Corp Trust 2004-2AC

Cl. A1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. A2, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Issuer: Structured Asset Securities Corp Trust 2004-3

Cl. 1-A1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

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

Cl. AP, Downgraded to Ba3 (sf); previously on Mar 21, 2011
Downgraded to Baa2 (sf)

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

Issuer: Structured Asset Securities Corp Trust 2004-4XS

Cl. 1-A3A, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A3B, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A5, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A6, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

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

Cl. 1-M1, Downgraded to Ca (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Issuer: Structured Asset Securities Corp Trust 2004-6XS

Cl. A3, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. A5A, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. A5B, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Ba2 (sf); previously on Jan 31,
2012 Baa3 (sf) Placed Under Review for Possible Downgrade

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

Cl. A6, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. M1, Downgraded to Caa3 (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Issuer: Structured Asset Securities Corp Trust 2004-7

Cl. 1-A1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. AP, Downgraded to Ba3 (sf); previously on Mar 21, 2011
Downgraded to Baa2 (sf)

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

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

Issuer: Structured Asset Securities Corp Trust 2004-9XS

Cl. 2A1, Confirmed at Baa2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-M1, Confirmed at Caa1 (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_SF285297

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


SUGAR CREEK: Moody's Assigns '(P)Ba2' Rating to Class E Notes
-------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to notes to be issued by Sugar Creek CLO, Ltd. (the
"Issuer" or "Sugar Creek CLO"):

U.S. $180,000,000 Class A Senior Secured Floating Rate Notes due
June 2022 (the "Class A Notes"), Assigned (P)Aaa (sf);

U.S. $12,500,000 Class D Secured Deferrable Floating Rate Notes
due June 2022 (the "Class D Notes"), Assigned (P)Baa3 (sf); and

U.S. $10,250,000 Class E Secured Deferrable Floating Rate Notes
due June 2022 (the "Class E Notes," and together with the Class A
Notes and the Class D Notes, the "Notes"), Assigned (P)Ba2 (sf).

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

Ratings Rationale

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

Sugar Creek CLO is a managed cash flow CLO. The issued notes are
collateralized primarily by broadly syndicated first-lien senior
secured corporate loans. At least 95% of the portfolio must be
invested in senior secured loans or eligible investments and up to
5% of the portfolio may consist of second-lien loans, bonds and
senior secured notes. The underlying collateral pool is expected
to be 80% ramped up as of the closing date.

40|86 Advisors, Inc. will direct the selection, acquisition and
disposition of collateral on behalf of the Issuer and may engage
in trading activity during the transaction's three-year
reinvestment period, including discretionary trading. Thereafter,
sales of securities that are defaulted, credit improved, or credit
risk are allowed but purchases of additional collateral
obligations are not permitted.

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Approach to Rating Collateralized Loan Obligations"
rating methodology published in June 2011.

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

Par amount of $275,733,000

Diversity of 45

WARF of 2300

Weighted Average Spread of 3.30%

Weighted Average Coupon of 7.0%

Weighted Average Recovery Rate of 44.0%

Weighted Average Life of 8.5 years.

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis which was an
important component in determining the provisional ratings
assigned to the Notes. This sensitivity analysis includes
increased default probability relative to the base case.

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

Moody's WARF + 15% (2645)

Class A Notes: 0

Class D Notes: -1

Class E Notes: -1

Moody's WARF +30% (2990)

Class A Notes: -1

Class D Notes: -2

Class E Notes: -2.

The V Score for this transaction is Medium/High. This V Score has
been assigned in a manner similar to the Medium/High V score
assigned for the global cash flow CLO sector, as described in the
special report titled, "V Scores and Parameter Sensitivities in
the Global Cash Flow CLO Sector," dated July 6, 2009, available on
www.moodys.com.

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

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


TIAA CMBS I: Fitch Affirms 'BB' Ratings on 2 Certificate Classes
----------------------------------------------------------------
Fitch Ratings affirms TIAA CMBS I Trust's commercial mortgage
pass-through certificates, series 2001-C1.

The rating affirmations reflect the stable performance of the
pool.  There have been no losses to date.  There are no specially
serviced loans.  Approximately 37% of the pool matures in 2013.

As of the April 2012 distribution date, the pool's aggregate
principal balance has been paid down by approximately 88.2% to
$171.9 million from $1.46 billion at issuance. Eight (16.2%) of
the remaining 79 loans are defeased.  Interest shortfalls are
currently affecting the non-rated class O.

The largest loan in the pool (9.4%) is a secured by a 357,771
square foot (SF) retail property in Pittsburgh, PA.  The anchor is
Kmart.  Servicer reported third quarter 2011 (3Q11) DSCR was
1.72x, compared to a DSCR of 1.69x at issuance. Occupancy as of
March 31, 2011 was 94.8%,

The second largest loan in the pool (6.8%) is secured by a 331,130
sf retail property in College Point, NY.  Servicer report year-end
2011 DSCR was 1.88x, compared to 1.35x at issuance.  As of April
20, 2012, the property is 100% leased.

The third largest in the pool (5.2%) is a secured by a 411 unit
multifamily property in East Brunswick, NJ.  Servicer report year-
end 2011 DSCR was 1.82x, compared to 1.88x at issuance.  As of
Dec. 31, 2012, the property was 85.5% occupied.

Fitch affirms the following classes as indicated:

  -- $18.9 million class D at 'AAA'; Outlook Stable;
  -- $14.7 million class E at 'AAA'; Outlook Stable;
  -- $18.3 million class F at 'AAA'; Outlook Stable;
  -- $14.7 million class G at 'AAA'; Outlook Stable;
  -- $33 million class H at 'AAA'; Outlook Stable;
  -- $14.7 million class J at 'AAA'; Outlook Stable;
  -- $11 million class K at 'AA'; Outlook Stable;
  -- $14.7 million class L at 'BBB'; Outlook Stable;
  -- $7.3 million class M at 'BB'; Outlook Stable;
  -- $7.3 million class N at 'BB'; Outlook Stable.

Fitch does not rate the $17.5 million class O.  Classes A-1, A2,
A3, A4, A-5, B and C have been paid in full.  Fitch withdrew the
rating on the interest-only class X at prior review.


TRALEE CDO I: S&P Affirms 'B+' Rating on Class D Notes
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A-1, A-2a, A-2b, B, C, and D notes from Tralee CDO I Ltd., a
collateralized loan obligation (CLO) transaction managed by Par IV
Capital Management. "Simultaneously, we removed the rating on the
class A-1 notes from CreditWatch with positive implications," S&P
said.

"We based the affirmations on the classes' existing credit support
and overcollateralization levels that, in our opinion, are
sufficient to support the current rating levels," S&P said.

"The transaction is in its reinvestment period, which is scheduled
to end in 2014. The transaction's overcollateralization (O/C)
ratios have increased marginally since January 2011 rating action
(when we used December 2010 report)," S&P said. The trustee
reported these O/C ratios in the April 2012 monthly report:

  * The class A-2b O/C ratio was 124.58%, compared with a reported
    ratio of 123.68% in December 2010;

  * The class B O/C ratio was 116.80% compared with a reported
    ratio of 115.96% in December 2010;

  * The class C O/C ratio was 109.87%, compared with a reported
    ratio of 109.08% in December 2010; and

  * The class D O/C ratio was 105.46%, compared with a reported
    ratio of 104.70% in December 2010.

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

               STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Tralee CDO I Ltd.
                        Rating
Class              To           From
A-1                AA+ (sf)     AA+ (sf)/Watch Pos
A-2a               AA (sf)      AA (sf)
A-2b               AA (sf)      AA (sf)
B                  A (sf)       A (sf)
C                  BBB (sf)     BBB (sf)
D                  B+ (sf)      B+ (sf)

TRANSACTION INFORMATION
Issuer:             Tralee CDO I Ltd.
Coissuer:           Tralee CDO I Corp.
Collateral manager: Par IV Capital Management
Underwriter:        JPMorgan Chase Bank
Indenture trustee:  The Bank of New York Mellon
Transaction type:   Cash flow CDO


TRIMARAN CLO V: S&P Raises Rating on Class E Notes to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A2, B, C, D, and E notes from Trimaran CLO V Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by
Trimaran Advisors LLC. "At the same time, we removed these ratings
from CreditWatch, where we placed them with positive implications
on Feb. 10, 2012. We also affirmed the rating on the class A1
notes," S&P said.

"The transaction is in its reinvestment period until March 2013.
The rating actions reflect the improvement in the credit support
available to the notes, primarily due to the increased credit
quality of the assets held in the transaction, specifically, the
lower level of defaults since our last rating action in February
2010," S&P said.

"Standard & Poor's notes that the amount of defaulted assets in
the collateral pool decreased significantly to $2.8 million (or
1.0% of the total portfolio) in the April 2012 trustee report,
from $11.4 million (4.0%) in the January 2010 trustee monthly
report, which we used for the February 2010 rating action," S&P
said.

"The reduced level of defaults, combined with other factors, has
contributed to the overall improvement of the
overcollateralization (O/C) ratios. The class A/B O/C ratio
increased by 1.81% to 122.58% as of in April 2012 trustee report,
from 120.77% as of January 2010. We observed similar improvements
in the O/C ratios for the other classes," S&P said.

"Based on these credit improvements, we raised our ratings on the
class A2, B, C, D, and E notes, and removed the ratings from
CreditWatch positive. We affirmed our rating on class A1 notes to
reflect our belief that the credit support available is
commensurate with the current rating level," S&P said.

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

               STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Trimaran CLO V Ltd.
                   Rating
Class              To           From
A2                 AAA (sf)     AA+ (sf)/Watch Pos
B                  AA (sf)      A+ (sf)/Watch Pos
C                  A- (sf)      BBB+ (sf)/Watch Pos
D                  BB+ (sf)     B+ (sf)/Watch Pos
E                  B+ (sf)      CCC+ (sf)/Watch Pos

RATING AFFIRMED

Trimaran CLO V Ltd.
                   Rating
Class
A1                 AAA (sf)


VENTURE V: Moody's Lifts Rating on $11.5MM Notes to 'B1(sf)'
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Venture V CDO Limited:

U.S. $27,500,000 Class A-2 Floating Rate Notes Due 2018, Upgraded
to Aa1 (sf); previously on August 30, 2011 Upgraded to Aa3 (sf);

U.S. $20,500,000 Class B Deferrable Floating Rate Notes Due 2018,
Upgraded to A2 (sf); previously on August 30, 2011 Upgraded to A3
(sf);

U.S. $13,500,000 Class C Floating Rate Notes Due 2018, Upgraded to
Baa3 (sf); previously on August 30, 2011 Upgraded to Ba1 (sf);

U.S. $11,500,0000 Class D Floating Rate Notes Due 2018, Upgraded
to Ba3 (sf); previously on August 30, 2011 Upgraded to B1 (sf);

U.S. $25,000,000 Class J Blended Securities Due 2018 (current
rated amount of $12,453,796.77), Upgraded to A1 (sf); previously
on August 30, 2011 Upgraded to A2 (sf);

U.S. $5,000,000 Class K Blended Securities Due 2018 (current rated
amount of $406,967.83), Upgraded to Baa1 (sf); previously on
August 30, 2011 Upgraded to Ba2 (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 May
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 modeled the spread level at
4.0% compared to 3.2% at the time of the last rating action.
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 $379.4
million, defaulted par of $12.4 million, a weighted average
default probability of 20.1% (implying a WARF of 2760), a weighted
average recovery rate upon default of 48.4%, and a diversity score
of 91. 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.

Venture V CDO Limited, issued in December 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 a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 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% (2208)

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

Moody's Adjusted WARF + 20% (3312)

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

1. Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will commence and at what pace when the deal ends its
reinvestment period on May 22, 2012. 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.


VENTURE X: Moody's Assigns '(P)Ba2' Rating to $13MM Class E Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to notes to be issued by Venture X CLO, Limited (the
"Issuer" or "Venture X"):

U.S. $263,500,000 Class A Senior Secured Floating Rate Notes due
2022 (the "Class A Notes"), Assigned (P)Aaa (sf)

U.S. $13,750,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2022 (the "Class E Notes"), Assigned (P)Ba2 (sf)

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

Ratings Rationale

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

Venture X is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated first-lien senior
secured corporate loans. At least 95% of the portfolio must be
invested in senior secured loans or eligible investments and up to
5% of the portfolio may consist of second-lien loans, unsecured
loans and bonds. The underlying portfolio is expected to be 60%
ramped as of the closing date.

In addition to the Class A Notes and Class E Notes rated by
Moody's, the Issuer will issue five additional tranches, including
subordinated notes. In accordance with the respective priority of
payments, interest and principal will be paid to the Class A Notes
prior to the other classes of notes. The transaction incorporates
interest and par coverage tests which, if triggered, divert
interest and principal proceeds to pay down the notes in order of
seniority.

MJX Assets Management LLC will direct the selection, acquisition
and disposition of collateral on behalf of the Issuer and may
engage in trading activity during the transaction's four year
reinvestment period, including discretionary trading. Thereafter,
sales of securities that are defaulted, credit improved, or credit
risk are allowed, but purchases of additional collateral
obligations are only permitted with the proceeds of prepayments
and sales of credit risk obligations and are subject to certain
conditions.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Approach to Rating Collateralized Loan Obligations"
rating methodology published in June 2011.

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

Par amount of $408,000,000

Diversity of 50

WARF of 2450

Weighted Average Spread of 3.75%

Weighted Average Coupon of 5.0%

Weighted Average Recovery Rate of 47.50%

Weighted Average Life of 7 years.

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

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

Moody's WARF + 15% (2818)

Class A Notes: 0
Class E Notes: -1

Moody's WARF +30% (3185)

Class A Notes: 0
Class E Notes: -2.

The V Score for this transaction is Medium/High. This V Score has
been assigned in a manner similar to the Medium/High V score
assigned for the global cash flow CLO sector, as described in the
special report titled, "V Scores and

Parameter Sensitivities in the Global Cash Flow CLO Sector," dated
July 6, 2009, available on www.moodys.com.

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

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

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


VENTURE X: S&P Gives 'BB-' Rating on Class F Deferrable Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary credit
ratings to Venture X CLO Ltd./Venture X CLO Corp.'s $361.0 million
floating-rate notes.

The note issuance is a CLO securitization backed by a revolving
pool consisting primarily of broadly syndicated senior-secured
loans.

The preliminary ratings are based on information as of May 15,
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
    (excluding excess spread) and cash flow structure, which can
    withstand the default rate projected by Standard & Poor's CDO
    Evaluator model, as assessed by Standard & Poor's using the
    assumptions and methods outlined in its corporate
     collateralized debt obligation (CDO) criteria.

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

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

    The 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%-12.26%," S&P said.

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

    The transaction's reinvestment overcollateralization test, a
    failure of which will lead to the reclassification of excess
    interest proceeds that are available prior to paying
    subordinated portfolio manager fees, uncapped administrative
    expenses and fees, portfolio manager incentive fees, and
    payments to the subordinated 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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

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

          http://standardandpoorsdisclosure-17g7.com

PRELIMINARY RATINGS ASSIGNED
Venture X CLO Ltd./Venture X CLO Corp.

Class               Rating               Amount
                                       (mil. $)
A                   AAA (sf)              248.0
B                   AA (sf)                52.5
C (deferrable)      A (sf)                 25.5
D (deferrable)      BBB (sf)               17.5
E (deferrable)      BB (sf)                13.0
F (deferrable)      BB- (sf)                4.5
Subordinated notes  NR                     39.0

NR-Not rated.


VERITAS CLO II: Moody's Hikes Rating on Class D Notes From 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Veritas CLO II, Ltd.:

U.S. $20,600,000 Class C Fourth Priority Mezzanine Secured
Floating Rate Deferrable Interest Notes Due July 11, 2021,
Upgraded to A2 (sf); previously on September 7, 2011 Upgraded to
A3 (sf);

U.S. $10,500,000 Class D Fifth Priority Mezzanine Secured Floating
Rate Deferrable Interest Notes Due July 11, 2021, Upgraded to Baa3
(sf); previously on September 7, 2011 Upgraded to Ba1 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in July 2012. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive
"cushion" relative to certain covenant requirements. In
particular, the deal is assumed to benefit from lower WARF and
higher diversity and spread levels compared to the levels assumed
at the last rating action in September 2011. Moody's currently
models WARF, diversity and spread at the actual levels of 2578, 75
and 3.52%, respectively, compared to the WARF, spread and
diversity of 2684, 68 and 2.94%, respectively, that Moody's
modeled at the last rating action.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $312.6 million,
defaulted par of $1.9 million, a weighted average default
probability of 18.47% (implying a WARF of 2578), a weighted
average recovery rate upon default of 49.4%, and a diversity score
of 75. 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.

Veritas CLO II, Ltd., issued in June 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 a cash flow model based on
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% (2062)

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

Moody's Adjusted WARF + 20% (3094)

Class A-1T: 0
Class A-1R: 0
Class A-2: 0
Class B: -2
Class C: -1
Class D: -1
Class E: -1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2014 and
2016 which may create challenges for issuers to refinance. 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
begin and at what pace when the deal enters its amortization
period in July 2012. Delevering may accelerate due to high
prepayment levels in the loan market and/or collateral sales by
the manager, which may have significant impact on the notes'
ratings.

2) Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which may be
extended due to the manager's decision to reinvest into new issue
loans or other loans with longer maturities and/or participate in
amend-to-extend offerings.


WHITEHORSE I: S&P Affirms 'BB-' Rating on Class B-1L Notes
----------------------------------------------------------
Standard & Poor's Ratings Services raised and removed from
CreditWatch positive its ratings on two classes of notes from
WhiteHorse I Ltd., a collateralized loan obligation (CLO)
transaction managed by WhiteHorse Capital Partners L.P. "We also
affirmed our ratings on two classes from the same transaction and
removed one from CreditWatch positive," S&P said.

"The upgrades and affirmations reflect the increase in the level
of credit support available to the senior and mezzanine notes as
the deal continues to amortize and pay down the class A-1 notes.
Since our last review, the transaction has paid down the class A-1
notes by more than $46 million. The class A-lLA note has paid off
in full, while the class A-1LB note has paid down to 92% of its
original issuance amount. As a result, the class B-1L
overcollateralization test (O/C) has increased to 113.45% in April
2012 from 108.03% in January 2011," S&P said.

The affirmation of the class B-1L note reflects the availability
of sufficient credit support at the current rating level.

"We also noted that the transaction has approximately 12.7% of
long-dated assets that have a maturity later than the legal final
maturity of the transaction. The transaction could be exposed to
market value risk at maturity. We took this into account in this
rating action," S&P said.

"We will continue to review our ratings on the notes and assess
whether, in our view, the ratings remain consistent with the
credit enhancement available," S&P said.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

WhiteHorse I Ltd.

                   Rating
             To               From
A-2L         AAA (sf)         AA (sf)/Watch Pos
A-3L         A (sf)           BBB+ (sf)/Watch Pos
B-1L         BB- (sf)         BB- (sf)/Watch Pos

RATING AFFIRMED

WhiteHorse I Ltd.
             Rating
A-1LB        AAA (sf)


ZAIS INVESTMENT: Moody's Lifts Ratings on 2 Note Classes to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by ZAIS Investment Grade Limited II:

U.S.$96,000,000 Class A-1 Floating Rate Notes due May 17, 2015
(current outstanding balance of $10,288,008), Upgraded to Aaa
(sf); previously on August 30, 2011 Upgraded to Ba1 (sf);

U.S.$304,000,000 Class A-2 Floating Rate Notes due May 17, 2015
(current outstanding balance of $32,578,692), Upgraded to Aaa
(sf); previously on August 30, 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 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
and Class A-2 Notes have been paid down by approximately 70% or
$23.5 million and $74.5 million, respectively, since the last
rating action. Based on the latest trustee report dated March 30,
2012, the Class A overcollateralization ratio is reported at
294.0% versus the July 2011 level of 157.3%.

ZAIS Investment Grade Limited II is a collateralized debt
obligation backed primarily by a portfolio of Collateralized Loan
Obligations.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012.

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 rating action  factors in a number of sensitivity analyses
and stress scenarios. Results are shown in terms of the number of
notches' difference versus the current model output, where a
positive difference corresponds to lower expected loss, assuming
that all other factors are held equal:

Moody's Caa Assets notched up by 2 rating notches:

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

Moody's Caa Assets notched down by 2 rating notches:

Class A-1: 0
Class A-2: 0
Class B-1: 0
Class B-2: 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 performance of
the underlying assets, which are Collateralized Loan Obligations
whose assets are primarily speculative-grade debt maturing between
2014 and 2016. CDO notes' performance may also be impacted by
divergence in legal interpretation of CDO documentation by
different transactional parties due to embedded ambiguities.
Sources of additional performance uncertainties include pace of
delevering and weighted average life assumption on the underlying
assets.


* Fitch Affirms 114 Distressed Bonds in 23 CMBS Transactions
------------------------------------------------------------
Fitch Ratings has affirmed 114 distressed bonds in 23 U.S.
commercial mortgage-backed securities (CMBS) transactions.  Two
classes have been downgraded.  The bonds are all rated 'D' or 'C'.

The ratings are based on realized or expected losses on the
remaining rated bonds.  The action is limited to just transactions
with only distressed bonds outstanding.  The transactions were
reviewed as part of Fitch's ongoing surveillance.  Fitch will
continue to monitor these transactions for additional ratings
actions and/or recovery estimates.

A full-text copy of the spreadsheet detailing Fitch's actions is
available for free at http://is.gd/atUWKf


* Fitch Lowers Rating on 35 Bonds in 24 CMBS Transactions to 'D'
----------------------------------------------------------------
Fitch Ratings has downgraded 35 bonds in 24 U.S. commercial
mortgage-backed securities (CMBS) transactions to 'D', as the
bonds have incurred a principal write-down.  The bonds were all
previously rated 'CC' or 'C' which indicates that Fitch expected a
default.

The action is limited to just the bonds with write-downs.  The
remaining bonds in these transactions have not been analyzed as
part of this review.  Fitch has downgraded the bonds to 'D' as
part of the ongoing surveillance process and will continue to
monitor these transactions for additional defaults.

A spreadsheet detailing Fitch's rating actions on the affected
transactions is available at http://is.gd/3aHkLw


* Fitch Downgrades Rating on 11 Bonds in Nine CRE CDOs to 'D'
-------------------------------------------------------------
Fitch Ratings has downgraded 11 bonds in nine commercial real
estate collateralized debt obligations (CRE CDOs) transactions to
'D', as the bonds have incurred a principal write-down.  The bonds
were all previously rated 'C' which indicates that Fitch expected
a default.

The action is limited to just the bonds with write-downs.  The
remaining bonds in these transactions have not been analyzed as
part of this review.  Fitch has downgraded the bonds to 'D' as
part of the ongoing surveillance process and will continue to
monitor these transactions for additional defaults.

A spreadsheet detailing Fitch's ratings actions on the affected
transactions is available at http://is.gd/OvbAJH


* Fitch Downgrades Rating on 276 Distressed Bonds to 'Dsf'
----------------------------------------------------------
Fitch Ratings has downgraded 276 distressed bonds in 152 U.S. RMBS
transactions to 'Dsf'.  The downgrades indicate that the bonds
have incurred a principal write-down. Of the bonds downgraded to
'Dsf', all classes were previously rated 'Csf' or 'CCsf'.  All
ratings below 'Bsf' indicate a default is expected.

As part of this review, the Recovery Estimates of the defaulted
bonds were not revised.  Additionally, the review only focused on
the bonds which defaulted and did not include any other bonds in
the affected transactions.

Of the 276 classes affected by these downgrades, 164 are Prime, 61
are Alt-A, and 48 are Subprime.  The remaining transaction types
are other sectors. The majority of the bonds (53.3%) have a
Recovery Estimate of 50% - 90%, which indicates that the bonds
will recover 50% - 90% of the current outstanding balance, while
28.9% have a Recovery Estimate of 0%.

A spreadsheet detailing Fitch's ratings actions on the affected
transactions is available at http://is.gd/o8p0k7

These actions were reviewed by a committee of Fitch analysts. The
spreadsheet provides the contact information for the performance
analyst.

The spreadsheet also details Fitch's assignment of Recovery
Estimates (REs) to the transactions.  The Recovery Estimate scale
is based upon the expected relative recovery characteristics of an
obligation. For structured finance, Recovery Estimates are
designed to estimate recoveries on a forward-looking basis.


* Moody's Takes Rating Actions on $33 Million Subprime RMBS
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of eight
tranches and confirmed the rating of one tranche from three
subprime RMBS transactions issued by Bear Stearns and New Century.

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 and
detailed analysis of timing and amount of credit enhancement
released due to step-down. 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 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: Bear Stearns Asset Backed Securities, Inc., Series 1999-2

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

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

MF-1, Downgraded to Caa3 (sf); previously on Mar 11, 2011
Downgraded to Caa1 (sf)

Issuer: New Century Asset-Backed Floating Rate Certificates,
Series 1998-NC6

A, Downgraded to Ba3 (sf); previously on Mar 18, 2011 Downgraded
to A3 (sf)

M-1, Downgraded to Caa1 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Downgrade

Issuer: New Century Home Equity Loan Trust, Series 2003-A

Cl. A, 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 A2
(sf) Placed Under Review for Possible Downgrade

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

Cl. M-3, Downgraded to 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_SF285523

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 Places Ratings on 16 Tranches From 9 CDos on Watch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 16
tranches from nine corporate-backed synthetic collateralized debt
obligation (CDO) transactions on CreditWatch positive. "At the
same time, we placed our ratings on one tranche from one
corporate-backed synthetic CDO transaction on CreditWatch
negative. In addition, we affirmed two tranche ratings from two
corporate-backed synthetic CDO transactions and removed one from
CreditWatch negative and one from CreditWatch positive. The rating
actions followed our monthly review of U.S. synthetic CDO
transactions," S&P said.

"The CreditWatch positive placements reflect seasoning of the
transactions, rating stability of the obligors in the underlying
reference portfolios over the past few months, and synthetic rated
overcollateralization (SROC) ratios that had risen above 100% at
the next highest rating level. The CreditWatch negative placements
reflect negative rating migration in the respective portfolios and
SROC ratios that had fallen below 100% as of the April month-end
run. The affirmations reflect SROC ratios that were at or above
100% at their current rating levels," S&P said.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Credit Default Swap
US$10 mil Swap Risk Rating-Protection Buyer, CDS Reference
#CA1119131
                             Rating
Class                To                      From
Tranche              BB-srb (sf)/Watch Pos   BB-srb (sf)

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

Credit-Linked Trust Certificates
Series 2005-I
                                 Rating
Class                  To                    From
2005-I-H               AA- (sf)/Watch Pos    AA- (sf)
2005-I-J               A- (sf)/Watch Pos     A- (sf)

Mistletoe ORSO Trust 3
                               Rating
Class                    To             From
5 Cr Link                CCC- (sf)      CCC- (sf)/Watch Pos

Morgan Stanley ACES SPC
Series 2007-8
                                 Rating
Class                To                     From
A1                   CCC- (sf)/Watch Pos    CCC- (sf)
A2                   CCC+ (sf)/Watch Pos    CCC+ (sf)
Senior               BB (sf)/Watch Pos      BB (sf)

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

Morgan Stanley Managed ACES SPC
Series 2005-1
                                 Rating
Class                To                      From
II A                 BBB- (sf)/Watch Pos     BBB- (sf)
II B                 BBB- (sf)/Watch Pos     BBB- (sf)

Morgan Stanley Managed ACES SPC
Series 2006-4
                                 Rating
Class                To                      From
II                   BBB- (sf)/Watch Pos     BBB- (sf)
IIIB                 BB (sf)/Watch Pos       BB (sf)

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

PARCS-R Master Trust
Series 2007-12
                              Rating
Class                 To                    From
Trust Unit            BB+ (sf)/Watch Pos    BB+ (sf)

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

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


* S&P Lowers Ratings on 15 Classes From 6 RMBS Transactions
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 15
classes from six residential mortgage-backed securities (RMBS)
resecuritized real estate mortgage investment conduit (re-REMIC)
transactions issued between 2008 and 2010. "In addition, we
affirmed our ratings on 201 classes from the six transactions with
lowered ratings and 10 other transactions. We also withdrew our
ratings on six classes from two transactions," S&P said.

"Thirteen transactions in this review pay interest on a pro rata
basis and three (RBSSP Resecuritization Trust 2009-5, RBSSP
Resecuritization Trust 2009-7, and CSMC Series 2009-1R) pay
interest sequentially," S&P said.

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

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

Table 1
Lifetime Loss Projections For Prime And Subprime RMBS
(Percent of original balance)
           Prime RMBS      Subprime RMBS
            Aggregate        Aggregate
Vintage
2005         5.5              18.25
2006         9.25             38.25
2007         11.75            48.50

Table 2
Lifetime Loss Projections For Alternative-A RMBS
(Percent of original balance)
                            Fixed/
            Aggregate       long-reset
Vintage
2005         13.75           12.75
2006         29.50           25.25
2007         36.00           31.75

           Short-reset
             hybrid        Option ARM
Vintage
2005         13.25           15.50
2006         30.00           34.75
2007         41.00           43.50

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

"The affirmations reflect our assessment that the re-REMIC classes
will likely receive timely interest and the ultimate payment of
principal under the applicable stressed assumptions from the
current ratings," S&P said.

"We withdrew our ratings on three classes from Citigroup Mortgage
Loan Trust 2010-9 to reflect the application of our IO criteria.
We also withdrew our ratings on three classes from JMAC Master
Resecuritization Trust I Series 2009-A, which were paid in full,"
S&P said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Citigroup Mortgage Loan Trust 2009-10
Series 2009-10
                               Rating
Class      CUSIP       To                   From
6A2        17316AAZ3   B (sf)               BB+ (sf)

Citigroup Mortgage Loan Trust 2010-6
Series 2010-06
                               Rating
Class      CUSIP       To                   From
7A1        17316YAS7   B- (sf)              A (sf)
6A1        17316YAQ1   B- (sf)              A (sf)

Citigroup Mortgage Loan Trust 2010-9
Series 2010-9
                               Rating
Class      CUSIP       To                   From
5A1IO      17317JBG4   NR                   BBB (sf)
4A4IO      17317JAP5   NR                   BBB (sf)
4A1IO      17317JAT7   NR                   A (sf)

CSMC Series 2009-1R
Series 2009-1R
                               Rating
Class      CUSIP       To                   From
4-A-2      12640XAQ1   BB- (sf)             AA- (sf)

Jefferies Resecuritization Trust 2008-R2
Series 2008-R2
                               Rating
Class      CUSIP       To                   From
I-A1       472321AA6   BB+ (sf)             AA (sf)
I-A2       472321AB4   CCC (sf)             BB (sf)
I-A3       472321AG3   CC (sf)              CCC (sf)
II-A1      472321AC2   B+ (sf)              BB (sf)
II-A2      472321AD0   CCC (sf)             B (sf)
II-A3      472321AH1   CC (sf)              CCC (sf)

JMAC Master Resecuritization Trust I Series 2009-A
Series 2009-A
                               Rating
Class      CUSIP       To                   From
43-A       46633LBU4   NR                   BBB (sf)
25-A       46633LBA8   NR                   AAA (sf)
35-A       46633LBL4   NR                   AAA (sf)

RBSSP Resecuritization Trust 2009-5
Series 2009-5
                               Rating
Class      CUSIP       To                   From
7-A2       74928WAX1   CC (sf)              CCC (sf)
6-A2       74928WAV5   CC (sf)              CCC (sf)

RBSSP Resecuritization Trust 2009-7
Series 2009-7
                               Rating
Class      CUSIP       To                   From
3-A4       75524MAM2   CC (sf)              BB (sf)
3-A2       75524MAK6   CC (sf)              BB (sf)
3-A6       75524MAP5   CC (sf)              BB (sf)

RATINGS AFFIRMED

Banc of America Funding 2009-R15 Trust
Series 2009-R15
Class      CUSIP       Rating
5-A-2      05955PAK4   AAA (sf)
5-A-1      05955PAJ7   AAA (sf)
1-A-1      05955PAA6   AAA (sf)

Banc of America Funding 2009-R17 Trust
Series 2009-R17
Class      CUSIP       Rating
4-A-1A     05955QAM8   AAA (sf)
4-A-1      05955QAH9   AAA (sf)
3-A-1      05955QAE6   AAA (sf)
4-A-1B     05955QAN6   AAA (sf)
3-A-1B     05955QAL0   AAA (sf)
3-A-1A     05955QAK2   AAA (sf)

Banc of America Funding 2010-R4 Trust
Series 2010-R4
Class      CUSIP       Rating
7-A-1      05952XAZ7   BB- (sf)
2-A-2      05952XAJ3   A (sf)
1-A-1      05952XAA2   AA (sf)
1-A-IO     05952XAB0   AA (sf)
2-A-1      05952XAG9   AA (sf)
4-A-1      05952XAR5   A (sf)
1-A-7      05952XBF0   BBB (sf)
1-A-3      05952XAD6   BBB (sf)
2-A-3      05952XAK0   BBB (sf)
6-A-1      05952XAV6   BB- (sf)
3-A-2      05952XAP9   AAA (sf)
1-A-2      05952XAC8   A (sf)
5-A-1      05952XAT1   BB- (sf)
2-A-7      05952XBH6   BBB (sf)
2-A-IO     05952XAH7   AA (sf)
3-A-1      05952XAN4   AAA (sf)

BCAP LLC 2009-RR5 Trust
Series 2009-RR5
Class      CUSIP       Rating
VI-A-3     05531UAY6   B- (sf)
VI-A-1     05531UAL4   AAA (sf)
VI-A-2     05531UAM2   AAA (sf)
VIII-A-1   05531UAQ3   A+ (sf)

Citigroup Mortgage Loan Trust 2009-10
Series 2009-10
Class      CUSIP       Rating
6A1        17316AAY6   AAA (sf)
5A2        17316AAX8   BBB+ (sf)
1A1        17316AAA8   AAA (sf)
3A1        17316AAN0   AAA (sf)
1A2        17316AAB6   AAA (sf)
5A1        17316AAW0   AAA (sf)

Citigroup Mortgage Loan Trust 2010-6
Series 2010-06
Class      CUSIP       Rating
8A1IO      17316YAV0   AA (sf)
2A1        17316YAC2   AAA (sf)
5A4        17316YAP3   A (sf)
8A3        17316YAX6   AA (sf)
5A3        17316YAN8   A (sf)
8A4        17316YAY4   AAA (sf)
8A1        17316YAU2   AA (sf)
8A4IO      17316YAZ1   AAA (sf)
8A6        17316YBB3   AAA (sf)
5A1        17316YAL2   A (sf)

Citigroup Mortgage Loan Trust 2010-8
Series 2010-8
Class      CUSIP       Rating
4A1IO      17317HAM6   AAA (sf)
1A1IO      17317HAB0   AAA (sf)
4A2        17317HAN4   BBB (sf)
2A1        17317HAG9   AAA (sf)
3A1        17317HAJ3   AAA (sf)
1A2        17317HAC8   BBB (sf)
1A1        17317HAA2   AAA (sf)
4A1        17317HAL8   AAA (sf)

Citigroup Mortgage Loan Trust 2010-9
Series 2010-9
Class      CUSIP       Rating
5A7        17317JBN9   BBB (sf)
4A8        17317JAY6   BBB (sf)
4A13       17317JBD1   AAA (sf)
5A5        17317JBL3   BBB (sf)
4A12       17317JBC3   A (sf)
4A14       17317JBE9   A (sf)
1A1        17317JAA8   A (sf)
4A7IO      17317JAX8   AAA (sf)
4A4        17317JAS9   BBB (sf)
5A6        17317JBM1   AA (sf)
4A1        17317JAN0   A (sf)
5A4        17317JBK5   A (sf)
4A11       17317JBB5   AA (sf)
5A1        17317JBF6   BBB (sf)
4A7        17317JAW0   AAA (sf)
2A1        17317JAC4   AAA (sf)
5A9        17317JBQ2   BBB (sf)
5A8        17317JBP4   AAA (sf)

CSMC Series 2009-1R
Series 2009-1R
Class      CUSIP       Rating
2-A-1      12640XAE8   AAA (sf)
4-A-1      12640XAN8   AAA (sf)

CSMC Series 2010-8R
Series 2010-8R
Class      CUSIP       Rating
6-A-1      12644KJG8   AAA (sf)
5-A-1      12644KHU9   AAA (sf)
2-A-4      12644KGA4   BBB (sf)
2-A-1      12644KFX5   AAA (sf)
4-A-10     12644KHN5   AAA (sf)
8-A-7      12644KKU5   AAA (sf)
4-A-2      12644KHE5   AA (sf)
3-A-9      12644KGW6   AAA (sf)
3-A-8      12644KGV8   AAA (sf)
8-A-9      12644KKW1   AAA (sf)
4-A-7      12644KHK1   AAA (sf)
7-A-4      12644KKA9   BBB (sf)
1-A-9      12644KFQ0   AAA (sf)
6-A-2      12644KJH6   AA (sf)
1-A-3      12644KFJ6   A (sf)
5-A-3      12644KHW5   A (sf)
1-A-2      12644KFH0   AA (sf)
6-A-10     12644KJR4   AAA (sf)
2-A-7      12644KGD8   AAA (sf)
1-A-1      12644KFG2   AAA (sf)
3-A-11     12644KGY2   AAA (sf)
8-A-10     12644KKX9   AAA (sf)
9-A-4      12644KLG5   BBB (sf)
6-A-8      12644KJP8   AAA (sf)
3-A-2      12644KGP1   AA (sf)
5-A-8      12644KJB9   AAA (sf)
1-A-10     12644KFR8   AAA (sf)
9-A-7      12644KLK6   AAA (sf)
5-A-6      12644KHZ8   AAA (sf)
4-A-1      12644KHD7   AAA (sf)
6-A-4      12644KJK9   BBB (sf)
1-A-4      12644KFK3   BBB (sf)
2-A-10     12644KGG1   AAA (sf)
6-A-11     12644KJS2   AAA (sf)
9-A-2      12644KLE0   AA (sf)
2-A-11     12644KGH9   AAA (sf)
1-A-11     12644KFS6   AAA (sf)
3-A-1      12644KGN6   AAA (sf)
3-A-10     12644KGX4   AAA (sf)
4-A-11     12644KHP0   AAA (sf)
5-A-10     12644KJD5   AAA (sf)
8-A-1      12644KKN1   AAA (sf)
3-A-3      12644KGQ9   A (sf)
9-A-3      12644KLF7   A (sf)
4-A-3      12644KHF2   A (sf)
2-A-9      12644KGF3   AAA (sf)
9-A-10     12644KLN0   AAA (sf)
1-A-7      12644KFN7   AAA (sf)
5-A-7      12644KJA1   AAA (sf)
9-A-9      12644KLM2   AAA (sf)
9-A-11     12644KLP5   AAA (sf)
4-A-9      12644KHM7   AAA (sf)
2-A-8      12644KGE6   AAA (sf)
8-A-3      12644KKQ4   A (sf)
9-A-1      12644KLD2   AAA (sf)
8-A-4      12644KKR2   BBB (sf)
4-A-8      12644KHL9   AAA (sf)
5-A-2      12644KHV7   AA (sf)
6-A-9      12644KJQ6   AAA (sf)
8-A-2      12644KKP6   AA (sf)
6-A-3      12644KJJ2   A (sf)
1-A-8      12644KFP2   AAA (sf)
8-A-11     12644KKY7   AAA (sf)
4-A-4      12644KHG0   BBB (sf)
3-A-4      12644KGR7   BBB (sf)
5-A-4      12644KHX3   BBB (sf)
3-A-7      12644KGU0   AAA (sf)
6-A-7      12644KJN3   AAA (sf)
2-A-2      12644KFY3   AA (sf)
2-A-3      12644KFZ0   A (sf)
9-A-8      12644KLL4   AAA (sf)
8-A-8      12644KKV3   AAA (sf)
5-A-9      12644KJC7   AAA (sf)

J.P. Morgan Resecuritization Trust Series 2010-7
Series 2010-7
Class      CUSIP       Rating
2-A-5      46635BAP6   AA (sf)
2-A-2      46635BAL5   AA (sf)
2-A-1      46635BAK7   AAA (sf)
2-A-6      46635BAQ4   A (sf)
2-A-3      46635BAM3   A (sf)

Jefferies Resecuritization Trust 2008-R2
Series 2008-R2
Class      CUSIP       Rating
III-A1     472321AJ7   B (sf)
III-A2     472321AK4   CCC (sf)

Jefferies Resecuritization Trust 2009-R11
Series 2009-R11
Class      CUSIP       Rating
2-A1-2     47233DAL5   AAA (sf)
2-A2B      47233DAH4   B (sf)
2-A2       47233DAF8   B (sf)
2-A2A      47233DAG6   B (sf)
2-A1-1     47233DAK7   AAA (sf)

JMAC Master Resecuritization Trust I Series 2009-A
Series 2009-A
Class      CUSIP       Rating
13-A       46633LAN1   AAA (sf)
4-A        46633LAD3   AA (sf)
26-A       46633LBB6   AAA (sf)
18-A       46633LAT8   AAA (sf)
3-A        46633LAC5   AAA (sf)
31-A       46633LBG5   AAA (sf)
17-A       46633LAS0   AAA (sf)
32-A       46633LBH3   AA (sf)
9-A        46633LAJ0   BBB (sf)
23-A       46633LAY7   AAA (sf)
34-A       46633LBK6   AAA (sf)
19-A       46633LAU5   AAA (sf)
50-A       46633LCB5   A (sf)
11-A       46633LAL5   AAA (sf)
10-A       46633LAK7   BBB (sf)
2-A        46633LAB7   AAA (sf)
15-A       46633LAQ4   AAA (sf)
24-A       46633LAZ4   AAA (sf)
28-A       46633LBD2   AAA (sf)
33-A       46633LBJ9   AA (sf)
21-A       46633LAW1   AAA (sf)
1-A        46633LAA9   AAA (sf)
27-A       46633LBC4   AAA (sf)
7-A        46633LAG6   AAA (sf)
16-A       46633LAR2   AAA (sf)
6-A        46633LAF8   AAA (sf)
20-A       46633LAV3   AAA (sf)
30-A       46633LBF7   AAA (sf)
45-A       46633LBW0   AAA (sf)
8-A        46633LAH4   AAA (sf)
36-A       46633LBM2   AAA (sf)
12-A       46633LAM3   AAA (sf)
29-A       46633LBE0   AAA (sf)
22-A       46633LAX9   AAA (sf)
44-A       46633LBV2   AAA (sf)
14-A       46633LAP6   AAA (sf)
5-A        46633LAE1   AAA (sf)

RBSSP Resecuritization Trust 2009-5
Series 2009-5
Class      CUSIP       Rating
8-A1       74928WAY9   AAA (sf)
7-A1       74928WAW3   AAA (sf)
6-A1       74928WAU7   AAA (sf)

RBSSP Resecuritization Trust 2009-7
Series 2009-7
Class      CUSIP       Rating
3-A3       75524MAL4   AA (sf)
3-A5       75524MAN0   A (sf)
3-A1       75524MAJ9   AAA (sf)


* S&P Raises Ratings on 12 Tranches From 9 U.S. TruPs CDO Deals
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 12
tranches from nine U.S. collateralized debt obligation (CDO)
transactions backed by pools of trust preferred securities
(TruPs) and removed 11 from CreditWatch with positive
implications. The upgraded tranches have a total issuance amount
of $2.30 billion. "In addition, we lowered our ratings on two
tranches from one CDO transaction on account of credit
deterioration and we affirmed our ratings on eight tranches from
five U.S. TruPs CDO transactions," S&P said.

"The rating actions reflect the application of our updated
criteria for rating CDOs backed by TruPs. 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 TruPs collateralizing
the CDOs. Some of the rating actions also reflect significant
paydowns made to the transaction's senior notes," S&P said.

"Trust preferred CDOs are collateralized by hybrid (or TruPs)
securities issued by banks, insurance companies, and REITs. 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 TruPs; and an assumption that larger banks may redeem their
TruPs 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.

"Some tranches in our analysis had breakeven default rates (BDRs)
that failed to exceed the 'CCC-' scenario default rate (SDR)
generated by CDO Evaluator. We lowered our ratings on these
tranches to 'CC (sf)' if, in our view, the transaction collateral
even absent further deferrals was insufficient to cover the
currently outstanding tranche balance. Otherwise, we assigned a
'CCC- (sf)' rating," 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.

RATING ACTIONS

Alesco Preferred Funding XI Ltd.
                               Rating
Class                    To             From
A-1A                     BBB- (sf)      CCC+ (sf)/Watch Pos
A-1B                     BBB- (sf)      CCC+ (sf)/Watch Pos

Preferred Term Securities X Ltd.
                               Rating
Class                    To             From
A-1                      B+ (sf)        CCC- (sf)/Watch Pos
A-2                      CCC- (sf)      CCC- (sf)
A-3                      CCC- (sf)      CCC- (sf)

Preferred Term Securities XI Ltd.
                               Rating
Class                    To             From
A-1                      BB+ (sf)       CCC+ (sf)/Watch Pos
A-2                      CCC (sf)       CCC (sf)

TPref Funding III Ltd.
                               Rating
Class                    To             From
A-1                      A+ (sf)        BB+ (sf)/Watch Pos
A-2                      BB+ (sf)       BB- (sf)/Watch Pos

Trapeza CDO II LLC
                               Rating
Class                    To             From
A1B                      BB+ (sf)       BB- (sf)/Watch Pos

Trapeza CDO IX Ltd.
                               Rating
Class                    To             From
A-1                      BB+ (sf)       CCC+ (sf)/Watch Pos

Trapeza CDO X Ltd.
                               Rating
Class                    To             From
A-1                      CCC (sf)       CCC- (sf)/Watch Pos
A-2                      CCC- (sf)      CCC- (sf)
B                        CC (sf)        CC (sf)

Trapeza CDO XI Ltd.
                               Rating
Class                    To             From
A-1                      CCC+ (sf)      CCC- (sf)/Watch Pos
A-2                      CCC- (sf)      CCC- (sf)
A-3                      CCC- (sf)      CCC- (sf)
B                        CC (sf)        CCC- (sf)
C                        CC (sf)        CCC- (sf)

Trapeza CDO XII Ltd.
                                 Rating
Class                    To             From
A-1                      B+ (sf)        CCC- (sf)/Watch Pos
A-2                      CCC+ (sf)      CCC- (sf)
R                        A (sf)         A (sf)


* S&P Lowers Ratings on 9 Classes From US CMBS Transactions to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 16
classes of commercial mortgage pass-through certificates from four
U.S. commercial mortgage-backed securities (CMBS) transactions due
to current and potential interest shortfalls.

"We lowered our ratings on nine of these classes to 'D (sf)'
because we expect the accumulated interest shortfalls to remain
outstanding for the foreseeable future. The nine classes that we
downgraded to 'D (sf)' have had accumulated interest shortfalls
outstanding between five and 12 months," S&P said. The recurring
interest shortfalls for these certificates are primarily due to
one or more of these factors:

  * Appraisal subordinate entitlement reduction (ASER) amounts in
    effect for specially serviced assets; and

  * Special servicing fees.

"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 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.

"We detail the 16 downgraded classes from the four U.S. CMBS
transactions," S&P said.

      First Union Commercial Mortgage Trust Series 1999-C1

"We lowered our rating to 'D (sf)' on the class G certificate from
First Union Commercial Mortgage Trust's series 1999-C1 due to
accumulated interest shortfalls outstanding for six months,
primarily from ASER amounts ($89,800) related to one ($19.4
million; 9.7%) of the four loans ($30.2 million; 15.2%) that are
currently with the special servicer, LNR Partners LLC (LNR), and
special servicing fees ($6,530). As of the April 17, 2012, trustee
remittance report, an ARA of $11.5 million was in effect for one
of the specially serviced loans. The reported net ASER amount was
$63,322, which reflected a one-time $26,478 ASER recovery from a
liquidated specially serviced asset," S&P said.

The reported net monthly interest shortfalls totaled $69,852.

               LB-UBS Commercial Mortgage Trust 2001-C3

"We lowered our ratings on the class H, J, K, L, and M
certificates from LB-UBS Commercial Mortgage Trust 2001-C3. We
lowered our ratings on the class L and M certificates to 'D (sf)'
to reflect accumulated interest shortfalls outstanding for seven
and 12 months primarily due to ASER amounts related to five ($38.6
million; 23.7%) of the seven ($78.0 million; 47.8%) assets that
are currently with the special servicer, LNR, and special
servicing fees ($16,266). We lowered our ratings on classes H, J,
and K 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 17, 2012, trustee remittance report, ARAs totaling
$7.2 million were in effect for five of the seven specially
serviced assets. The total reported monthly ASER amount was
$61,254. The reported monthly interest shortfalls totaled $83,430
and have affected all of the classes subordinate to and including
class L," S&P said.

              LB-UBS Commercial Mortgage Trust 2004-C6

"We lowered our ratings on the class E, F, G H, J, K, L, and M
certificates from LB-UBS Commercial Mortgage Trust 2004-C6. We
lowered our ratings on the class J, K, L, and M certificates to 'D
(sf)' to reflect accumulated interest shortfalls outstanding
between seven and 10 months, primarily due to ASER amounts related
to four ($74.6 million; 10.0%) of the six assets ($80.4 million;
10.8%) that are currently with the special servicer, LNR, and
special servicing fees ($18,890). We lowered our ratings on
classes G and H due the potential for these classes to experience
interest shortfalls in the future related to the specially
serviced assets. In addition, class H has experienced accumulated
interest shortfalls for one month. We lowered our ratings on
classes E and F due to reduced liquidity support available to
these classes resulting from the continued interest shortfalls. As
of the April 17, 2012, trustee remittance report, ARAs totaling
$38.0 million were in effect for four of the six specially
serviced assets, and the total reported ASER amount was $203,631.
The reported net monthly interest shortfalls totaled $226,046 and
have affected all of the classes subordinate to and including
class H," S&P said.

               Morgan Stanley Capital I Trust 2005-HQ5

"We lowered our ratings on the class J and K certificates from
Morgan Stanley Capital I Trust 2005-HQ5 to 'D (sf)' to reflect
accumulated interest shortfalls outstanding for five and eight
months, respectively. The interest shortfalls were primarily due
to ASER amounts related to six ($44.1 million; 4.2%) of the eight
assets ($60.7 million; 5.8%) that are currently with the special
servicer, CWCapital Asset Management LLC, and special servicing
fees ($11,041). As of the April 16, 2012, trustee remittance
report, ARAs totaling $24.8 million were in effect for six of the
eight specially serviced assets, and the total reported ASER
amount was $117,805. The reported monthly interest shortfalls
totaled $129,219 and 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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

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

          http://standardandpoorsdisclosure-17g7.com

RATINGS LOWERED

First Union Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 1999-C1
                                             Reported
          Rating           Credit      Interest shortfalls
Class     To      From     enhcmt(%)  Current  Accumulated
G         D (sf)  B (sf)       9.44   (16,196)     44,263

LB-UBS Commercial Mortgage Trust 2001-C3
Commercial mortgage pass-through certificates
                                           Reported
         Rating         Credit       interest shortfalls
Class  To         From      enhcmt(%)   Current Accumulated
H      B+ (sf)    BB (sf)      28.49         0           0
J      CCC+ (sf)  B+ (sf)      15.80         0           0
K      CCC- (sf)  B (sf)       11.57         0           0
L      D (sf)     CCC+ (sf)     5.23    39,636     240,208
M      D (sf)     CCC- (sf)     3.11    17,720     197,683


LB-UBS Commercial Mortgage Trust 2004-C6
Commercial mortgage pass-through certificates
                                          Reported
         Rating             Credit      interest shortfalls
Class  To         From     enhcmt(%)   Current  Accumulated
E     BBB (sf)    A (sf)       11.73         0           0
F     BB (sf)     BBB+ (sf)     9.70         0           0
G     B (sf)      BBB- (sf)     8.12         0           0
H     CCC- (sf)   BB- (sf)      6.54       670         670
J     D (sf)      B- (sf)       5.41    40,601     133,709
K     D (sf)      CCC (sf)      3.16    82,250     589,394
L     D (sf)      CCC (sf)      2.93     7,325      64,155
M     D (sf)      CCC- (sf)     2.03    29,305     293,054

Morgan Stanley Capital I Trust 2005-HQ5
Commercial mortgage pass-through certificates
                                            Reported
         Rating          Credit       interest shortfalls
Class  To      From      enhcmt(%)   Current  Accumulated
J      D (sf)  CCC (sf)      2.68     11,337       33,025
K      D (sf)  CCC- (sf)     2.14     23,870      149,871


* S&P Lowers Ratings on 668 Classes From 319 RMBS Deals to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
from 'CC (sf)' on 668 classes from 319 U.S. residential mortgage-
backed securities (RMBS) net interest margin securities (NIMS)
transactions issued from 2003 through 2007. "In addition, we
affirmed our ratings on seven classes from seven NIMS transactions
(one transaction with downgraded ratings and six other
transactions)," S&P said.

The complete rating list is available for free at:

        http://bankrupt.com/misc/S&P_US_RMBS_RA_5_11_12.pdf

"The downgrades reflect our view that the NIM classes are not
receiving cash flow to pay the applicable interest and principal
amounts that are due to the NIM holders. We attribute these
interest shortfalls to the underlying transactions' inability to
maintain sufficient overcollateralization (O/C) needed for
residual interest to be released to the applicable NIM classes.
Generally, for each of these NIM classes, the O/C levels for the
underlying deals have been below their targets for a period of 12
months or longer, and as a result, the NIM classes have
experienced interest shortfalls during this time. Additionally,
based on our observations of the performance trends of products
and vintages consistent with the underlying transactions, we
believe that it is unlikely that residual interest will be
available for the NIM classes going forward. The downgrades
incorporate our interest shortfall criteria," S&P said.

"Six of the downgraded classes are junior classes from NIM
transactions where the payment waterfall does not permit payment
of any interest and principal to these classes until the class
balances of the respective senior classes are reduced to zero.
Therefore these classes have not yet experienced any shortfalls.
However, the downgrades reflect our view that it is unlikely that
residual interest will be available for these junior NIM classes
going forward based on the poor performance of the underlying
transactions and the inadequate cash flows to the senior classes
to date. Twenty-seven of the downgraded classes are principal-only
classes, which have also not experienced any shortfalls, but in
our view will likely not be reimbursed its principal amount based
on the poor performance of the underlying deal," S&P said.

"The 'CC (sf)' affirmations reflect NIMS classes that are
receiving sufficient cash flows to make appropriate payments due
to a bond insurer or a reserve fund. The two 'AA- (sf)'
affirmations reflect the higher of the rating on the related bond
insurer and Standard & Poor's underlying rating (SPUR) on the
securities," S&P said.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com


* S&P Lowers Ratings on 490 Classes From 17 US RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 490
classes from 117 U.S. residential mortgage-backed securities
(RMBS) transactions. "In addition, we raised our ratings on nine
classes from four transactions and affirmed our ratings on 1,530
classes from 129 of the transactions reviewed. We also withdrew
our rating on one additional class based on our IO criteria," S&P
said.

The complete rating list is available for free at:

      http://bankrupt.com/misc/S&P_RMBS_RA_5_15_12.pdf

The 131 RMBS transactions included in our review are backed by
prime jumbo mortgage loan collateral. A combination of
subordination and bond insurance provides credit support for the
affected transactions.

"In accordance with our published criteria, these rating actions
reflect our view of the recent performance of the collateral
backing these transactions, our current projected losses, the
timing of the projected defaults and losses, and the projected
credit support to cover those losses. The actions also reflect our
view of structural features such as cross collateralization,
payment allocations, and super-senior/subordinate senior
relationships," S&P said.

"The downgrades reflect our belief that projected credit
enhancement for the affected classes will likely be insufficient
to cover the projected losses we applied at the previous rating
stresses. The downgrade to class B-5 from GSR Mortgage Loan Trust
2004-6F reflects a principal write-down the class incurred. The
downgrade of class B-2 from Structured Asset Securities Corp.
2004-20 incorporates our interest shortfall criteria," S&P said.

"The upgrades reflect our assessment that the projected credit
enhancement for each of the upgraded classes will be more than
sufficient to cover projected losses at the revised rating levels
due to either improved delinquencies or an accelerated payment
priority; however, we limited the extent of the upgrades to
reflect our view of the ongoing market risk. The upgrades to
classes IIB2 and IIB3 from Bear Stearns ARM Trust 2003-6 and
classes 1A1, 1A2, 1A3, and 2A from GMACM Mortgage Loan Trust 2005-
AR1 reflect our view of a decrease in delinquencies within the
structures associated with these classes. This has reduced the
remaining projected losses for these structures, allowing these
classes to withstand more stressful scenarios. The upgrade of
class 3A1 from Banc of America Funding 2005-5 Trust is due to the
accelerated principal payment priority to this class, allowing
this class to withstand a higher rating stress scenario due to
projected pay down," S&P said.

The affirmations reflect our belief that projected credit
enhancement available for these classes will likely be sufficient
to cover projected losses associated with these rating levels.

"We withdrew our rating on class 30-IO from Banc of America
Funding 2005-5 Trust due to our interest-only criteria," S&P said.

"Classes rated 'CCC (sf)' and 'CC (sf)' reflect our assessment
that the credit enhancement for these classes will remain
insufficient to cover projected losses," S&P said.

"In order to maintain a 'B (sf)' rating on a class from a prime
jumbo transaction, we assessed whether, in our view, a class could
absorb the remaining base-case loss assumptions we used in our
analysis. In order to maintain a rating higher than 'B (sf)', we
assessed whether a class could withstand losses exceeding the
base-case loss assumptions at a percentage specific to each rating
category, up to 235% of remaining losses for an 'AAA (sf)' rating.
For example, in general, we would assess whether one class could
withstand approximately 127% of our remaining base-case loss
assumption to maintain a 'BB (sf)' rating, while we would assess
whether a different class could withstand approximately 154% of
our remaining base-case loss assumption to maintain a 'BBB (sf)'
rating. Each class that we affirmed at 'AAA (sf)' can, in our
view, withstand approximately 235% of our remaining base-case loss
assumption under our analysis," S&P said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com





                            *********

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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herein is obtained from sources believed to be reliable, but is
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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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