TCR_Public/120610.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, June 10, 2012, Vol. 16, No. 160

                            Headlines

ABS CAPITAL II: S&P Cuts Rating on Class A-2 Notes to 'CCC-'
ALESCO PREFERRED IV: S&P Affirms 'CCC-' Ratings on 2 Securities
ALEXANDER PARK I: S&P Affirms 'B' Rating on Class A-1 Notes
ALM VI: S&P Gives 'B' Rating on Class E Deferrable Notes
ASSOCIATES MANUFACTURED: S&P Ups 1997-2 Secs. Rating From 'BB+'

ATLAS SENIOR: S&P Gives 'B' Rating on Class B-3L Deferrable Notes
BANK OF AMERICA: Moody's Cuts Rating on 2 RMBS Tranches to 'Ba3'
BANC OF AMERICA 2006-1: Moody's Keeps Ratings on 20 CMBS Classes
BEAR STEARNS 1998-C1: Fitch Affirms 'BB+' Rating on Class H Certs
BEAR STEARNS 2001-TOP4: Moody's Raises Rating on K Certs. to 'B1'

BEAR STEARNS 2004-11: Moody's Cuts Rating on II-A-6b Secs. to 'Ca'
BEAR STEARNS 2004-PWR5: Moody's Affirms 'Ca' Rating on P Certs.
CARLYLE MODENA: Moody's Lifts Rating on $20.25MM D Notes to 'Ba1'
CENTERLINE 2007-1: S&P Lowers Rating on Class C to 'D'
CHL MORTGAGE: Moody's Takes Various Action on $512.3MM Prime RMBS

CIFC FUNDING 2006-IB: S&P Hikes Rating on Class B-2L Notes to 'BB'
CIFC FUNDING 2007-1: S&P Raises Rating on Class B-2L Notes to 'BB'
CITIGROUP COMMERCIAL: Fitch Affirms CCC Rating on 3 Note Classes
CLEAR LAKE CLO: S&P Raises Rating on Class D Notes to 'B+'
COMM 2000-C1: Fitch Affirms 'Dsf' Rating on Four Note Classes

COMM 2008-RS3: S&P Withdraws 'CCC-' Ratings on 9 Debt Classes
COMM 2011-THL: Moody's Affirms 'Ba3' Rating on Cl. F Certificates
COMM 2012-CCRE1: Moody's Assigns 'B2' Rating to Class G Certs.
COMMODORE CDO III: S&P Lowers Rating on Class A-1C Notes to 'CC'
CPORTS POTOMAC 2007-1: Moody's Raises Rating on B Notes to 'Caa2'

CREDIT SUISSE 1997-C1: Fitch Affirms 'Dsf' Rating on $7.4MM Certs
CREDIT SUISSE 2003-CPN1: Moody's Cuts Rating on Cl. E Certs to B3
CREDIT SUISSE 2004-C2: Losses Cues Fitch to Cut Rating on 4 Certs
CREDIT SUISSE 2005-C3: S&P Cuts Rating on Class E Cert. to 'CCC-'
CREDIT SUISSE 2007-C2: Moody's Cuts Ratings on 3 Notes to 'C'

CREST G-STAR: Fitch Affirms 'Csf' Rating on Two Note Classes
CSFB MANUFACTURED 2002-MH3: S&P Cuts Rating on Class M-2 to 'B-'
CWABS INC 2003-2: Moody's Lowers Ratings on Two Tranches to 'C'
CWABS INC 2004-BC2: Moody's Lowers Ratings on Two Tranches to 'C'
DBUBS 2011-LC2: Moody's Affirms 'B3' Ratings on Two Note Classes

DLJ COMMERCIAL: Fitch Lowers Rating on $8.9MM Certificates to Csf
EQUINOX FUNDING: Moody's Raises Rating on $22.5MM Notes to 'Ba1'
FALCON FRANCHISE: Moody's Upgrades Rating on Cl. F Certs. to 'Ca'
GE CAPITAL 2002-1: Fitch Affirms Rating on Eight Note Classes
GE CAPITAL 2003-C1: Moody's Cuts Ratings on 2 Note Classes to 'C'

GE COMMERCIAL 2005-C3: S&P Cuts Ratings on 3 Sec. Classes to CCC-
GMAC COMMERCIAL 2000-C3: Fitch Cuts Rating on 2 Securities to Csf
GS MORTGAGE 2005-GG4: Moody's Keeps 'C' Ratings on 8 CMBS Classes
GSAA HOME: Moody's Downgrades Rating on Cl. AF-5A Tranche to 'C'
HAMPTON ROADS: Moody's Affirms 'B1' Ratings on Two Bond Classes

HOME RE 2005-2: Fitch Takes Rating Actions on Various Loan Classes
HOMEBANC MORTGAGE: Moody's Cuts Cl. II-M-2 Tranche Rating to 'C'
I-PREFERRED TERM: Moody's Lifts Ratings on 3 Note Classes to Ba3
ILLINOIS FINANCE: Fitch Affirms 'BB-' Rating on $111MM Bonds
JP MORGAN 1998-C6: Fitch Affirms 'Csf' Rating on $19.9MM G Certs

JP MORGAN 2001-A: Fitch Affirms Rating on Four Note Classes
JP MORGAN 2006-LDP9: Moody's Keeps 'C' Ratings on 10 CMBS Classes
JP MORGAN 2007-1: Fitch Lowers Rating on Four Note Classes
JUPITER HIGH GRADE: S&P Cuts Ratings on 2 Note Classes to 'CCC-'
K2 STUDENT 2005-1: S&P Raises Rating on Class B-1 Notes to 'BB'

KVK CLO 2012-1: S&P Rates $15.75MM Class E Deferrable Notes 'BB'
LCM VI: S&P Raises Rating on Class E Notes to 'BB+'
LEHMAN BROTHERS 2006-LLF: Fitch Lowers Rating on Four Note Classes
LIGHTPOINT CLO III: S&P Raises Rating on Class C Notes From 'B+'
LNR CDO 2003-1: Moody's Affirms 'Caa3' Ratings on 2 Note Classes

LONG POINT: S&P Gives 'BB+(sf)' Rating on Class A Notes
LONGPORT FUNDING: S&P Lowers Rating on Class A-1A Notes to 'CCC-'
MICHIGAN FINANCE: Moody's Cuts Ratings on 22 Bond Classes to Ba3
MORGAN STANLEY ACES: S&P Raises Rating on Class A2 Notes to 'B-'
MORGAN STANLEY 1999-LIFE1: Fitch Affirms 'D' Rating on Cl. L Certs

MORGAN STANLEY 2000-LIFE2: Fitch Keeps D Rating on 3 Cert Classes
MORGAN STANLEY 2003-HQ2: Fitch Cuts Rating on $14MM Certs. to CCC
MORGAN STANLEY 2004-IQ7: Fitch Keeps CCC Rating on 3 Cert Classes
MORGAN STANLEY 2007-XLF: Fitch Keeps D Rating on 3 Pooled Classes
MORGAN STANLEY 2011-C2: Moody's Affirms Ba3 Rating on X-B Certs.

MT SPOKANE 2007-A: S&P Affirms 'B(sf)' Rating on Certificate
NORTHLAKE CDO I: S&P Lowers Rating on Class I-MM Notes to 'CCC-'
PREFERREDPLUS TRUST ELP-1: S&P Ups Ratings on 2 Cert Classes to BB
PRUDENTIAL SECURITIES: Moody's Cuts Rating on A-EC Secs. to 'Caa1'
RESIDENTIAL REINSURANCE 2012-I: S&P Rates Class 3 Notes 'BB-'

RTP STUDENT 2007-1: S&P Lowers Rating on Class B-1 Notes to 'B'
RYLAND 1994-01: Moody's Withdraws 'C' Rating on Class C-1 Bonds
SALOMON BROTHERS: Moody's Affirms 'C' Rating on Class J Certs.
SAN JOSE REDEVELOPMENT: Fitch Cuts Rating on $1.6BB Bonds to 'BB-'
SATURN VENTURES I: Moody's Affirms 'C' Rating on Class B Notes

SATURN VENTURES 2004: S&P Cuts Rating on Class A-1 Notes to 'CCC-'
SGS INVESTMENT: S&P Affirms 'CCC-' Ratings on 3 Note Classes
SNAAC AUTO 2012-1: S&P Gives 'BB' Rating on Class D Fixed Notes
SOUTH COAST IV: S&P Affirms 'BB+' Rating on A-2 Note; Off Watch
SOVEREIGN COMM'L: Moody's Cuts Ratings on 2 Note Classes to 'C'

SUGAR CREEK CLO: S&P Rates $10.25MM Class E Deferrable Notes 'BB+'
TROY DOWNTOWN: Fitch Junks Rating on Two Bond Classes
VENTURE CDO IV: Moody's Raises Ratings on 2 Note Classes from Ba1
WACHOVIA BANK: Fitch Affirms Junk Ratings on 16 Note Classes
WASHINGTON MUTUAL: Moody's Confirms 'Ba3' Rating on 2004 X Certs.

WFRBS COMMERCIAL: Moody's Affirms 'B2' Rating on Class F Certs.
WFRBS COMMERCIAL: Moody's Assigns '(P)B2' Rating to Cl. G Secs.

* Moody's Takes Rating Actions on $246 Million of Subprime RMBS
* S&P Takes Rating Actions on 22 Classes From 7 Access ABS Deals
* S&P Takes Rating Actions on 21 U.S. RMBS Scratch-And-Dent Deals
* S&P Raises Ratings on 15 Tranches From 10 CDO Transactions
* S&P Lowers Ratings on 28 Classes From 4 US RMBS Transactions


                            *********


ABS CAPITAL II: S&P Cuts Rating on Class A-2 Notes to 'CCC-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A-2 notes from ABS Capital Funding II Ltd. to 'CCC- (sf)' from
'CCC+ (sf)'. "Simultaneously, we removed the rating from
CreditWatch with negative implications, where we placed it on
March 19, 2012. ABS Capital Funding II Ltd. is a collateralized
debt obligation (CDO) transaction backed by mezzanine structured
finance assets," S&P said.

"The downgrade reflects the continued credit deterioration of the
collateral since our October 2011 rating actions and the
application of the updated criteria and assumptions we use to rate
CDO transactions backed by SF securities. We note the percentage
of defaulted assets held in the transaction has increased since
our September 2010 rating actions. We previously placed our rating
on class A-2 on CreditWatch negative on March 19, 2012, in
connection with the revised SF CDO criteria," S&P said.

"This transaction has a pro-rata sequential pay feature in which
two classes receive payments pro rata, but within the two notes,
subclasses receive payments in a sequential manner. In this
transaction, the A-1 notes receive 90% of any principal payments
pro rata with the A-2 and A-3 notes, which receive 10% of any
principal payments. Class A-2 and A-3 are paid sequentially. As a
result, classes A-2 could potentially pay off in full prior to
classes A-1 and A-3," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTION

ABS Capital Funding II Ltd.
                Rating
Class       To            From
A-2         CCC- (sf)     CCC+ (sf)/Watch Neg

OTHER RATINGS OUTSTANDING

ABS Capital Funding II Ltd.
Class       Rating
A-1         D (sf)
A-3         D (sf)
B           D (sf)
C-1         D (sf)
C-2         D (sf)


ALESCO PREFERRED IV: S&P Affirms 'CCC-' Ratings on 2 Securities
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
tranches from four U.S. collateralized debt obligation (CDO)
transactions backed by pools of trust preferred securities
(TruPs) and removed them from CreditWatch with positive
implications. The upgraded tranches have a total issuance amount
of $0.58 billion. "In addition, we affirmed our ratings on
thirteen tranches from seven U.S. TruPs CDO transactions and
removed four of them from CreditWatch with positive implications,"
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 (real
estate investment trusts). The assets collateralizing bank trust
preferred CDOs rated by Standard & Poor's are deeply subordinated,
long-dated securities issued predominantly by small community
banks with speculative-grade credit profiles. Further, many of
these banks have significant real estate exposures, and it is our
view that their performance in times of economic and/or credit
stress may be highly correlated," S&P said.

"The updated criteria incorporate several elements, including a
decreased emphasis on front-loaded defaults (which are generally
more stressful on the transaction's cash flows) for lower rating
categories; a potential deferral cure (PDC) credit in our cash
flow analysis for prospective deferring and currently deferring
bank 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.

            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

ALESCO Preferred Funding IV Ltd.
                    Rating              Rating
Class               To                  From
A-1                 CCC+ (sf)           CCC (sf)/Watch Pos
A-2                 CCC- (sf)           CCC- (sf)
A-3                 CCC- (sf)           CCC- (sf)

Alesco Preferred Funding XVII Ltd.
                    Rating              Rating
Class               To                  From
A-1                 CCC- (sf)           CCC- (sf)
A-2                 CCC- (sf)           CCC- (sf)

Soloso CDO 2005-1 Ltd.
                    Rating              Rating
Class               To                  From
A-1L                CCC- (sf)           CCC- (sf)
A-1LA               CCC- (sf)           CCC- (sf)/Watch Pos
A-1LB               CCC- (sf)           CCC- (sf)
A-2L                CCC- (sf)           CCC- (sf)

U.S. Capital Funding I Ltd.
                    Rating              Rating
Class               To                  From
A-1                 B+ (sf)             CCC+ (sf)/Watch Pos
A-2                 CCC- (sf)           CCC- (sf)/Watch Pos

U.S. Capital Funding II Ltd.
                    Rating              Rating
Class               To                  From
A-1                 B+ (sf)             CCC (sf)/Watch Pos
A-2                 CCC- (sf)           CCC- (sf)/Watch Pos

U.S. Capital Funding III Ltd.
                    Rating              Rating
Class               To                  From
A-1                 B+ (sf)             CCC- (sf)/Watch Pos
A-2                 CCC- (sf)           CCC- (sf)/Watch Pos

U.S. Capital Funding VI Ltd.
                    Rating              Rating
Class               To                  From
A-1                 CCC- (sf)           CCC- (sf)
A-2                 CC (sf)             CC (sf)


ALEXANDER PARK I: S&P Affirms 'B' Rating on Class A-1 Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its rating on the
class A-1 notes from Alexander Park CDO I Ltd., a collateralized
debt obligation (CDO) transaction backed by mezzanine structured
finance assets. "At the same time, we removed this rating from
CreditWatch with negative implications, where we placed it on
March 19, 2012," S&P said.

"The affirmation reflects credit support that is commensurate with
the current rating level and the application of the updated
criteria and assumptions we used to rate CDO transaction backed by
structured finance (SF) securities. This transaction entered its
amortization phase in September 2008 and has paid $26.55 million
to the class A-1 notes since our August 2010 rating actions. The
class A-1 balance is now $72.09 million, which is 35.43% of its
original balance. Although class A-1 has continued to pay down its
balance, the deal still has $11.32 million of 'CCC' rated assets
and $37.55 million of defaulted assets according to the April 2012
trustee report. We previously placed our rating on class A-1 on
CreditWatch negative on March 19, 2012, in connection with the
revised SF CDO criteria," S&P said.

"This transaction triggered an event of default (EOD) in February
2012 when the class A overcollateralization test dropped below
100%. The majority of the controlling class voted to accelerate
the transaction in March 2012. Acceleration alters the payment
waterfall so that no subordinate tranches will receive interest or
principal proceeds until the class A-1 notes are paid in full,"
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 AND CREDITWATCH ACTION

Alexander Park CDO I Ltd.
                    Rating
Class           To           From
A-1             B (sf)       B (sf)/Watch Neg

OTHER RATINGS OUTSTANDING

Alexander Park CDO I Ltd.

Class      Rating
A-2        D (sf)
B          D (sf)
C          D (sf)
D-1        D (sf)
D-2        D (sf)


ALM VI: S&P Gives 'B' Rating on Class E Deferrable Notes
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to ALM VI Ltd./ALM VI LLC's $475.0 million floating- and
fixed-rate notes.

"The note issuance is a cash flow collateralized loan obligation
securitization of a revolving pool consisting primarily of broadly
syndicated senior secured loans," S&P said.

The preliminary ratings are based on information as of June 1,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

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

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

-  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.

- S&P's projections regarding the timely interest and ultimate
    principal payments on the preliminary rated notes, which it
    assessed using its cash flow analysis and assumptions
    commensurate with the assigned preliminary ratings under
    various interest-rate scenarios, including LIBOR ranging from
    0.34%-11.57%.

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

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

PRELIMINARY RATINGS ASSIGNED
ALM VI Ltd./ALM VI LLC

Class                 Rating     Amount (mil. $)
A-1                   AAA (sf)             321.5
A-2                   AA (sf)               51.5
B-1 (deferrable)      A (sf)                29.5
B-2 (deferrable)      A (sf)                15.0
C (deferrable)        BBB (sf)              23.0
D (deferrable)        BB (sf)               20.0
E (deferrable)        B (sf)                14.5
Subordinated notes    NR                    39.0

NR-Not rated.


ASSOCIATES MANUFACTURED: S&P Ups 1997-2 Secs. Rating From 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services completed its review of
Associates Manufactured Housing Contract Pass-Through Certificate
transactions. "We raised our ratings on class B-1 from series
1996-2 and class M from series 1997-2. In addition, we affirmed
our 'A- (sf)' ratings on classes B-1 and B-2 from series 1996-1,
series 1997-1, and series 1997-2," S&P said.

"The upgrades reflect the transactions' collateral performance to
date, our views regarding future collateral performance, the
transactions' structure, and the credit enhancement available. In
addition, our analysis incorporated secondary credit factors, such
as credit stability, payment priorities under certain scenarios,
and sector- and issuer-specific analysis," S&P said.

"More specifically, the upgrades of class B-1 from series 1996-2
and class M from series 1997-2 reflect the growth in credit
enhancement levels (as a percent of an amortizing collateral
balance), which we believe are sufficient to cover our revised
expected cumulative net losses at the current rating levels," S&P
said.

"The affirmations of the 'A-(sf)' ratings reflect a weak-link to
the long-term credit rating on Citigroup Inc. (A-/Negative/A-2).
Citigroup provides limited guarantees on these classes, which
cover all principal and interest payments due," S&P said.

"Furthermore, we are maintaining the 'D (sf)' rating on class B-2
from series 1996-2, where it has been since April 2010, to reflect
a continued interest shortfall," S&P said.

"Although each of the four transactions has performed worse than
our initial expectations, the pace of losses over the past few
years have slowed considerably. As such, we are lowering our
lifetime cumulative net loss expectations from our most recent
review in March 2010 (see table 1 and table 2)," S&P said.

Table 1
Collateral Performance (5)
As of the May 2012 distribution

Series   Mos. since issuance  Pool factor    90-plus-day
delinquencies
1996-1   188                  5.23%          2.52%
1996-2   186                  5.08%          2.71%
1997-1   182                  7.85%          4.74%
1997-2   175                  12.11%         2.79%

Table 2
Cumulative Net Loss

Series        Current CNL   Former lifetime CNL   Revised lifetime
CNL
1996-1        13.93%        14.90%-15.00%         14.50%-14.75%
1996-2        11.60%        12.50%-13.00%         12.10%-12.40%
1997-1        13.76%        15.00%-15.50%         15.35%-15.65%
1997-2        20.51%        24.00%-25.00%         23.00%-24.00%

"Principal is paid sequentially for each transaction.  Current
credit enhancement is provided through subordination and excess
spread for the senior classes and excess spread for the junior
classes (along with the guarantee from Citigroup, where
applicable).  Each transaction was also structured with
overcollateralization and a reserve account; however both the
reserve and overcollateralization have been completely depleted in
each of the transactions.  Table 2 shows the current hard credit
support for each of the upgraded classes.  Although losses have
slowed in recent years, the classes, which are subordinate to each
of the upgraded classes continue to experience principal write-
downs. However, we believe the pace of principal payments to the
upgraded classes will outpace the speed of write-downs on their
subordinate classes, leading to additional growth in credit
enhancement as a percent of the amortizing collateral balance,"
S&P said.

Table 3
Hard Credit Support (%)
As of the May 2012 performance month (i)

Series      Class       Current hard credit support (%)
1996-2      B-1         51.67
1997-2      M           48.54

Standard & Poor's will continue to monitor the performance of
these transactions to assess whether the credit enhancement
remains adequate, in its view, to support the ratings on each
class under various stress scenarios.

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATINGS RAISED

Associates Manufactured Housing Contract Pass-Through Certificates
                           Rating
Series      Class       To            From
1996-2      B-1         BBB+ (sf)     BBB- (sf)
1997-2      M           BBB- (sf)     BB+ (sf)

RATINGS AFFIRMED

Associates Manufactured Housing Contract Pass-Through Certificates

Series   Class    Rating
1996-1   B-1      A- (sf)
1996-1   B-2      A- (sf)
1997-1   B-1      A- (sf)
1997-1   B-2      A- (sf)
1997-2   B-1      A- (sf)
1997-2   B-2      A- (sf)

OTHER OUTSTANDING RATING

Associates Manufactured Housing Contract Pass-Through Certificates

Series      Class       Rating
1996-2      B-2         D (sf)


ATLAS SENIOR: S&P Gives 'B' Rating on Class B-3L Deferrable Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 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 ratings reflect S&P's view of:

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

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

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

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

-  The asset manager's experienced management team.

-  The timely interest and ultimate principal payments on the
    rated notes, which S&P assessed using its cash flow analysis
    and assumptions commensurate with the assigned ratings under
    various interest-rate scenarios, including LIBOR ranging from
    0.34% to 12.53%.

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

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

         http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED
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.


BANK OF AMERICA: Moody's Cuts Rating on 2 RMBS Tranches to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two
tranches, downgraded the ratings of two tranches, and confirmed
the ratings of eight tranches from two RMBS transactions, backed
by prime jumbo loans, issued by Bank 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 rating actions constitute 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. 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 76, the
rate of delinquency is increased by 1% for every loan less than
76. For example, for a pool with 75 loans, the adjusted rate of
new delinquency would be 3.03%. In addition, if current
delinquency levels in a small pool is low, future delinquencies
are expected to reflect this trend. To account for that, the rate
calculated above is multiplied by a factor ranging from 0.75 to
2.5 for current delinquencies ranging from less than 2.5% to
greater than 10% respectively. Delinquencies for subsequent years
and ultimate expected losses are projected using the approach
described in the methodology publication listed above.

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

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

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

Complete rating actions are as follows:

Issuer: Banc of America Mortgage 2003-5 Trust

Cl. 2-A-1, Confirmed at A2 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Upgrade

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

Cl. 2-A-3, Confirmed at A2 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-4, Confirmed at A2 (sf); previously on Feb 22, 2012 A2
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-5, Confirmed at A2 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-6, Confirmed at A2 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-7, Confirmed at A1 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-8, Upgraded to Baa1 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-WIO, Downgraded to Ba3 (sf); previously on May 13, 2011
Confirmed at Aaa (sf)

Cl. 2-A-WIO, Downgraded to Ba3 (sf); previously on May 13, 2011
Downgraded to A1 (sf)

Issuer: Banc of America Mortgage 2004-J Trust

Cl. 2-A-2, Confirmed at Caa2 (sf); previously on Jan 31, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

Cl. 4-A-1, Upgraded to Ba1 (sf); previously on Apr 25, 2011
Downgraded to B1 (sf)

A list of these actions including CUSIP identifiers may be found
at http://moodys.com/viewresearchdoc.aspx?docid=PBS_SF286620

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 2006-1: Moody's Keeps Ratings on 20 CMBS Classes
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 20 classes of
Banc of America Commercial Mortgage Inc., Commercial Pass-Through
Certificates, Series 2006-1 as follows:

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

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

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

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

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

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

Cl. A-M, Affirmed at Aa1 (sf); previously on Nov 4, 2010
Downgraded to Aa1 (sf)

Cl. A-J, Affirmed at Baa1 (sf); previously on Nov 4, 2010
Downgraded to Baa1 (sf)

Cl. B, Affirmed at Baa2 (sf); previously on Nov 4, 2010 Downgraded
to Baa2 (sf)

Cl. C, Affirmed at Ba1 (sf); previously on Nov 4, 2010 Downgraded
to Ba1 (sf)

Cl. D, Affirmed at B3 (sf); previously on Nov 4, 2010 Downgraded
to B3 (sf)

Cl. E, Affirmed at Caa1 (sf); previously on Nov 4, 2010 Downgraded
to Caa1 (sf)

Cl. F, Affirmed at Caa2 (sf); previously on Nov 4, 2010 Downgraded
to Caa2 (sf)

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

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

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

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

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

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

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

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
6.6% of the current balance. At last review, Moody's cumulative
base expected loss was 7.9%. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of 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 Fusion U.S. CMBS Transactions" published in April 2005, and
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

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

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

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

Deal Performance

As of the May 10, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 15% to $1.7 billion
from $2.0 billion at securitization. The Certificates are
collateralized by 178 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 37%
of the pool. The pool contains two loans with investment grade
credit estimates that represent 11% of the pool. One loan,
representing less than 1% of the pool, has defeased and is
collateralized with U.S. Government securities.

Forty-three loans, representing 12% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Fifteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $60.0 million (40% loss severity
overall). Fourteen loans, representing 10% of the pool, are
currently in special servicing. The master servicer has recognized
an aggregate $61.0 million appraisal reduction for 11 of the
specially serviced loans. Moody's has estimated an aggregate $55.8
million loss (33% expected loss on average) for the specially
serviced loans.

Moody's has assumed a high default probability for 37 poorly
performing loans representing 13% of the pool and has estimated a
$35.6 million aggregate loss (16% expected loss based on a 50%
probability default) from these troubled loans.

As of the most recent remittance date, the pool has experienced
cumulative interest shortfalls totaling $6.3 million and affecting
Classes L through G. Moody's anticipates that the pool will
continue to experience interest shortfalls caused by specially
serviced loans. Interest shortfalls are caused by special
servicing fees, including workout and liquidation fees, appraisal
subordinate entitlement reductions (ASERs), extraordinary trust
expenses and non-advancing by the master servicer based on a
determination of non-recoverability.

Moody's was provided with partial and full year 2011 operating
results for 87% of the pool's non-defeased and non-specially
serviced loans. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 93% compared to 101% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 12% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.0%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.34X and 1.09X, respectively, compared to
1.32X and 1.03X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 44 compared to 46 at Moody's prior review.

The largest loan with a credit estimate is the Kinder Care
Portfolio Loan ($139 million -- 8.0% of the pool), which is
secured by 701 childcare facilities located in 37 states. The
portfolio is geographically diverse as no state accounts for more
than 12% of the portfolio. The loan represents a pari passu
interest in a $416 million senior note. Moody's current credit
estimate and stressed DSCR are A3 and 2.00X, respectively,
compared to A3 and 1.89X at Moody's last review.

The second largest loan with a credit estimate is the Torre Mayor
Loan ($52 million -- 3.0% of the pool), which is secured by an
828,821 square foot (SF) Class A office building located in Mexico
City, Mexico. The collateral is the second tallest building in
Latin America. The loan represents a 50% pari passu interest in a
$103 million senior note. There is also a subordinate $20 million
note held outside the trust. The property was 99% leased as of
December 2011, the same at last review. However, approximately 51%
of the net rentable area (NRA) expires in 2012 and 2013. Moody's
net cash flow was stressed to incorporate the lease rollover risk.
Moody's current credit estimate and stressed DSCR are A1 and
2.35X, respectively, compared to A1 and 2.43X at last review.

The top three performing conduit loans represent 16% of the pool
balance. The largest loan is the Miracle Mile Shops Loan ($126
million -- 7.2% of the pool), which was formerly known as the
Desert Passage Loan. The loan is secured by a 493,984 SF specialty
retail and entertainment center that is adjoined to the Planet
Hollywood Resort and Casino in Las Vegas, Nevada. The loan
represents a 33% pari passu interest in a $377 million senior
note. The property was 94% leased as of December 2011 compared to
93% at last review. Performance has improved due to an increase in
base rent and expense reimbursements. Moody's LTV and stressed
DSCR are 93% and 1.02X, respectively, compared to 97% and 0.98X at
last review.

The second largest loan is the Waterfront at Port Chester Loan
($103 million -- 5.9% of the pool), which is secured by the
borrower's interest in a 500,000 SF retail center (collateral is
294,868 SF) located in Port Chester, New York. The collateral was
100% leased as of June 2011 compared to 93% at last review.
Moody's LTV and stressed DSCR are 108% and 0.83X, respectively,
compared to 113% and 0.79X at last review.

The third largest loan is the Medical Mutual Headquarters Loan
($50 million -- 2.9% of the pool), which is secured by a 381,176
SF office building located in Cleveland, Ohio. Medical Mutual of
Ohio (MMO), which leased 100% of the NRA through September 2020,
has been a tenant at the collateral since 1947. The property has
served as MMO's headquarters since 1990. Moody's LTV and stressed
DSCR are 107% and 0.91X, respectively, compared to 106% and 0.92X
at last review.


BEAR STEARNS 1998-C1: Fitch Affirms 'BB+' Rating on Class H Certs
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Bear Stearns Commercial
Mortgage Securities Trust's commercial mortgage pass-through
certificates, series 1998-C1.

The affirmations are a result of the pool's stable performance,
defeasance, as well as the high concentration of the pool
following Fitch's prospective review of potential stresses to the
transaction.  As of the May 2012 distribution date, the pool's
certificate balance has been reduced 80.6% to $138.6 million from
$714.7 million at issuance.

There are 28 of the original 149 loans remaining in the
transaction. Fourteen loans (61.8 of the pool balance) are
defeased, including seven (52.4%) of the top 10 loans.  There are
no specially serviced loans as of the May 2012 remittance report.
Fitch expects minimal losses to the remaining pool balance.  Any
incurred losses are expected to be absorbed by the non-rated class
I.

Fitch has identified one Loan of Concern. The loan (1.07%) is
secured by a 29,343 square foot (sf) office property in Walnut
Creek, CA.  The property has experienced cash flow issues due to
occupancy declines.  The servicer reported occupancy at 66% as of
December 2011, compared to 95% at issuance.  Debt service coverage
ratio as of year end (YE) December 2011 was 0.86 times (x),
compared to 1.58x at YE December 2010.

Fitch stressed the cash flow of the remaining non-defeased loans
by applying a 5% reduction to 2011 or 2010 fiscal YE net operating
income. Fitch also applied an adjusted market cap rate between
8.1% and 11% to determine value.

Each non-defeased loan also underwent a refinance test by applying
an 8% interest rate and 30-year amortization schedule based on the
stressed cash flow.

Under this scenario, one loan (1.1%) is not expected to pay off at
maturity and incurred a loss when compared to Fitch's stressed
value.  The current weighted average DSCR for the 14 non-defeased
loans is 1.92x. Of the 28 remaining loans in the pool, one (6.2%)
is scheduled to mature in 2012, and 27 (93.9%) in 2013.

Fitch has affirmed the following classes:

  -- $27 million class B at 'AAAsf'; Outlook Stable;
  -- $32.2 million class C at 'AAAsf'; Outlook Stable;
  -- $32.2 million class D at 'AAAsf'; Outlook Stable;
  -- $8.9 million class E at 'AAAsf'; Outlook Stable;
  -- $12.5 million class F at 'Asf'; Outlook Stable;
  -- $5.4 million class H at 'BB+sf'; Outlook Stable.

Classes G, I, J and K are not rated by Fitch.  Due to realized
losses classes J and K have been reduced to zero, and class I has
been reduced to $8 million from $17.9 million at issuance.
Classes A-1 and A-2 have paid in full.

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


BEAR STEARNS 2001-TOP4: Moody's Raises Rating on K Certs. to 'B1'
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed three classes of Bear Stearns Commercial Mortgage
Securities Trust 2001-TOP4, Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP4 as follows:

Cl. G, Upgraded to Aaa (sf); previously on Aug 4, 2011 Upgraded to
Baa1 (sf)

Cl. H, Upgraded to A1 (sf); previously on Aug 4, 2011 Upgraded to
Baa3 (sf)

Cl. J, Upgraded to Ba1 (sf); previously on Aug 4, 2011 Upgraded to
B2 (sf)

Cl. K, Upgraded to B1 (sf); previously on Aug 4, 2011 Upgraded to
Caa2 (sf)

Cl. L, Affirmed at Ca (sf); previously on Aug 4, 2011 Upgraded to
Ca (sf)

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

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

Ratings Rationale

The upgrades are due to an increased subordination from payoffs
and amortization and anticipated near term loan payoffs. The pool
has paid down 96% since securitization and 73% since Moody's last
review.

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

Moody's rating action reflects a cumulative base expected loss of
10.6% of the current balance. At last full review, Moody's
cumulative base expected loss was 4.1%. The current base expected
loss is higher than at last review due to the significant paydown
of the pool. However, the current base expected loss is $3.93
million compared to $5.61 million at last review. Moody's provides
a current list of base expected losses for conduit and fusion CMBS
transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of 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 U.S. CMBS Conduit Transactions" published in September
2000, "Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 6 compared to 18 at Moody's prior full review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.4 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated August 4, 2011.

Deal Performance

As of the May 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 96% to $36.93
million from $902.52 million at securitization. The Certificates
are collateralized by 16 mortgage loans ranging in size from 2% to
23% of the pool, with the top ten loans representing 69% of the
pool. Four loans, representing 28% of the pool, have defeased and
are collateralized with U.S. Government securities. There are
currently no loans with investment grade credit estimates.

Two loans, representing 19% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Seven loans have been liquidated from the pool since
securitization, resulting in an aggregate $7.5 million loss (38%
loss severity on average). Currently two loans, representing 30%
of the pool, are in special servicing. There are no appraisal
reductions for the specially serviced loans. The largest loan in
special servicing is the Pinellas Business Center Loan ($8.7
million -- 23.4% of the pool), which is secured by a 203,000
square foot (SF) industrial property located in St. Petersburg,
Florida. The loan was transferred to special servicing in
September 2011 due to imminent maturity default. The property was
55% leased as of March 2012, the same as last review. The special
servicer is currently discussing potential loan modification terms
with the borrower.

The second specially serviced loan is the Airborne Express Loan
($2.3 million - 6.2% of the pool), which is secured by a 80,000 SF
industrial building located in Parsippany, New Jersey. This loan
was transferred to special servicing in August 2011 after the
property's single tenant vacated. The special servicer is
expecting the payoff of this loan. Moody's has estimated an
aggregate loss of $2.1 million (24% expected loss on average) for
the specially serviced loans.

Moody's has assumed a high default probability for one poorly
performing loan representing 11% of the pool and has estimated a
$1.57 million loss (38% expected loss based on a 50% probability
default) from this troubled loan.

Moody's was provided with 100% of both full year 2010 and partial
year 2011 operating results for the performing pool. Excluding the
Pinellas Business Center loan and the troubled loan, Moody's
weighted average LTV is 47% compared to 61% at last full review.
Moody's net cash flow reflects a weighted average haircut of 12%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.8%.

Excluding the Pinellas Business Center loan and the troubled loan,
Moody's actual and stressed DSCRs are 1.29X and 2.84X,
respectively, compared to 1.63X and 1.97X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three conduit loans represent 24% of the pool balance. The
largest loan is the Cook Office Centre Loan ($4.2 million -- 11.4%
of the pool), which is secured by three 2-story office buildings
located in Palm Desert, California. The loan transferred into
special servicing in May 2011 due to maturity default and was
modified and maturity was extended to September 2012. The loan is
currently on the master servicer's watchlist due to low occupancy.
The property was 57% leased as of January 2012 compared to 100% at
last review. Although the loan is current, Moody's recognizes this
as a troubled loan as there is significant refinance risk as the
loan approaches upcoming maturity.

The second largest loan is the Hope Mills Crossing Loan ($2.9
million -- 7.8% of the pool), which is secured by a single-tenant
53,000 SF retail property located in Hope Mills, North Carolina.
The loan is on the master servicer's watchlist because the
property is 100% vacant as single-tenant, Bi-Lo, filed for
bankruptcy and vacated. The lease is guaranteed by Koninklijke
Ahold, n.v. (Moody's senior unsecured rating of Baa3, stable
outlook) and the guarantor is expected to continue paying rent
through lease expiration in February 2021. The loan is fully
amortizing and matures in May 2021. Moody's LTV and stressed DSCR
are 57% and 1.99X, respectively, compared to 61% and 1.87X at last
full review.

The third largest loan is the Butte Community Employment Center
Loan ($1.8 million -- 5.0% of the pool), which is secured by a
85,000 SF office property located in Oroville, California. The
property is 100% leased to the Department of Health and Social
Services through July 2018. Property performance has improved due
to higher rental rates with the next rent steps to occur in August
2012. Moody's LTV and stressed DSCR are 25% and >4.00X,
respectively, compared to 30% and 3.57X at last review.


BEAR STEARNS 2004-11: Moody's Cuts Rating on II-A-6b Secs. to 'Ca'
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of seven
tranches, upgraded the ratings of eight tranches, and confirmed
the ratings of two tranches from five RMBS transactions, backed by
Alt-A loans, issued by Bear Stearns.

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. The subordinate bonds in the majority
of these deals are currently receiving 100% of their principal
payments, and thereby depleting the dollar enhancement available
to the senior bonds. In Moody's current approach, Moody's captures
this risk by running each individual pool through a variety of
loss and prepayment scenarios in the Structured Finance
Workstation(R) (SFW), the cash flow model developed by Moody's
Wall Street Analytics. This individual pool level analysis
incorporates performance variances across the different pools and
the structural nuances of the transaction

The 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 76, the
rate of delinquency is increased by 1% for every loan less than
76. For example, for a pool with 75 loans from the 2004 vintage,
the adjusted rate of new delinquency would be 10.10%. In addition,
if current delinquency levels in a small pool is low, future
delinquencies are expected to reflect this trend. To account for
that, the rate calculated above is multiplied by a factor ranging
from 0.5 to 2.0 for current delinquencies ranging from less than
2.5% to greater than 30% respectively. Delinquencies for
subsequent years and ultimate expected losses are projected using
the approach described in the methodology publication listed
above.

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

The 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 uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in April 2011 to 8.1% in April 2012. Moody's forecasts a
further drop to 7.8% for 2013. Moody's expects house prices to
drop another 1% from their 4Q2011 levels before gradually rising
towards the end of 2013. Further, performance of RMBS continues to
remain highly dependent on servicer procedures. Any change
resulting from servicing transfers or other policy or regulatory
change can impact the performance of these transactions.

Complete rating actions are as follows:

Issuer: Bear Stearns ALT-A Trust 2004-11

Cl. I-A-2, Downgraded to Baa1 (sf); previously on Mar 14, 2011
Downgraded to A2 (sf)

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

Cl. II-A-2, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. II-A-3, Downgraded to B3 (sf); previously on Mar 14, 2011
Downgraded to B1 (sf)

Cl. II-A-4, Upgraded to Ba2 (sf); previously on Mar 14, 2011
Downgraded to B3 (sf)

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

Cl. II-A-6a, Downgraded to Caa1 (sf); previously on Jan 31, 2012
B1 (sf) Placed Under Review for Possible Downgrade

Cl. II-A-6b, Downgraded to Ca (sf); previously on Mar 14, 2011
Downgraded to Caa3 (sf)

Issuer: Bear Stearns ALT-A Trust 2004-6

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

Cl. II-A-3, Upgraded to A1 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Upgrade

Issuer: Bear Stearns ALT-A Trust 2004-8

Cl. I-A, Upgraded to Baa2 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Issuer: Bear Stearns Asset-Backed Securities Trust 2003-AC3

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

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

Cl. M-3, Upgraded to Caa3 (sf); previously on Jan 31, 2012 C (sf)
Placed Under Review for Possible Upgrade

Cl. B-1, Upgraded to Ca (sf); previously on Jan 31, 2012 C (sf)
Placed Under Review for Possible Upgrade

Issuer: Bear Stearns Asset-Backed Securities Trust 2004-AC1

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

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

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF286664

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


BEAR STEARNS 2004-PWR5: Moody's Affirms 'Ca' Rating on P Certs.
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 17 classes of
Bear Stearns Commercial Mortgage Securities Trust, Commercial
Mortgage Pass-Through Certificates, Series 2004-PWR5 as follows:

Cl. A-4, Affirmed at Aaa (sf); previously on Nov 8, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-5, Affirmed at Aaa (sf); previously on Nov 8, 2004
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa2 (sf); previously on Nov 8, 2004 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at Aa3 (sf); previously on Nov 8, 2004 Definitive
Rating Assigned Aa3 (sf)

Cl. D, Affirmed at A2 (sf); previously on Nov 8, 2004 Definitive
Rating Assigned A2 (sf)

Cl. E, Affirmed at A3 (sf); previously on Nov 8, 2004 Definitive
Rating Assigned A3 (sf)

Cl. F, Affirmed at Baa3 (sf); previously on Apr 28, 2010
Downgraded to Baa3 (sf)

Cl. G, Affirmed at Ba1 (sf); previously on Apr 28, 2010 Downgraded
to Ba1 (sf)

Cl. H, Affirmed at Ba3 (sf); previously on Apr 28, 2010 Downgraded
to Ba3 (sf)

Cl. J, Affirmed at B2 (sf); previously on Apr 28, 2010 Downgraded
to B2 (sf)

Cl. K, Affirmed at B3 (sf); previously on Apr 28, 2010 Downgraded
to B3 (sf)

Cl. L, Affirmed at Caa1 (sf); previously on Apr 28, 2010
Downgraded to Caa1 (sf)

Cl. M, Affirmed at Caa2 (sf); previously on Apr 28, 2010
Downgraded to Caa2 (sf)

Cl. N, Affirmed at Caa3 (sf); previously on Apr 28, 2010
Downgraded to Caa3 (sf)

Cl. P, Affirmed at Ca (sf); previously on Apr 28, 2010 Downgraded
to Ca (sf)

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

Cl. X-2, Affirmed at Aaa (sf); previously on Nov 8, 2004
Definitive Rating Assigned Aaa (sf)

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
2.2% of the current pooled balance compared to 2.8% at last
review. Realized losses plus Moody's cumulative base expected loss
is 2.4% of the original pooled balance, which is the same as at
last review. Moody's provides a current list of base expected
losses for conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of 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 Fusion U.S. CMBS Transactions" published in April 2005, and
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 35, which is the same as at last review.

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

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

Deal Performance

As of the May 11, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 36% to $789 million
from $1.2 billion at securitization. The Certificates are
collateralized by 107 mortgage loans ranging in size from less
than 1% to 9% of the pool, with the top ten loans representing 30%
of the pool. Eight loans, representing 22% of the pool, have been
defeased and are collateralized with U.S. Government Securities.
One loan, representing 1% of the pool, has an investment grade
credit estimate.

Thirty-seven loans, representing 31% of the pool, are on the
master servicer's watchlist. The watchlist includes loans which
meet certain portfolio review guidelines established as part of
the CRE Finance Council (CREFC) monthly reporting package. As part
of its ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Four loans have been liquidated from the pool, resulting in an
aggregate realized loss of $12 million (55% average loss
severity). The pool does not currently contain any delinquent or
specially serviced loans.

Moody's has assumed a high default probability for 13 poorly
performing loans representing 7% of the pool and has estimated an
$8 million aggregate loss (15% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and full or partial year
2011 operating results for 97% and 98% of the conduit,
respectively. The conduit portion of the pool excludes troubled
and defeased loans as well as the loan with a credit estimate.
Moody's weighted average conduit LTV is 79% compared to 80% at
Moody's prior review. Moody's net cash flow reflects a weighted
average haircut of 12.0% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.3%.

Moody's actual and stressed conduit DSCRs are 1.44X and 1.42X,
respectively, compared to 1.54X and 1.35X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The loan with a credit estimate is the New Castle Marketplace Loan
($10 million -- 1.2% of the pool), which is secured by a 300,000
square foot (SF) retail center located in New Castle, Delaware.
The loan amortizes on a 15-year schedule and has amortized 40%
since securitization. Performance has been stable. Moody's current
credit estimate and stressed DSCR are Aaa and 3.71X, respectively,
compared to Aaa and 3.32X at last review.

The top three performing conduit loans represent 16% of the pool
balance. The largest loan is the 2941 Fairview Park Drive Loan
($67 million -- 8.5% of the pool), which is secured by a 353,000
SF Class A office building located in Falls Church, Virginia. The
property was only 69% leased as of December 1, 2011. Howrey LLP,
leased 21% of the net rentable area (NRA) through December 2016,
but the firm declared bankruptcy in 2011 and vacated the premises.
Electronic Data Systems exercised its early termination option for
the 6% of the NRA that it leased. Although performance has
declined the loan remains current. Moody's LTV and stressed DSCR
are 96% and 0.96X, respectively, compared to 76% and 1.21X at last
review.

The second largest loan is the World Apparel Center Loan ($35
million -- 4.4% of the pool), which represents a pari passu
interest in a $204 million first mortgage that is secured by a
1.15 million SF office property located in Manhattan's Garment
District. Blackstone, one of the loan's sponsors, recently
announced its intent to sell its minority interest in the
property. Various market sources have suggested a property value
in the $700 million - $750 million range. The property was 89%
leased as of September 2011. Moody's LTV and stressed DSCR are 77%
and 1.24X, respectively, compared to 68% and 1.39X at last review.

The third largest loan is the Liberty Center II Loan ($23 million
-- 3.0% of the pool), which is secured by a 159,000 SF office
building located in Chantilly, Virginia. The property is fully
leased to two tenants. Scitor Corporation, the property's largest
tenant, will begin to lease the entire building after the other
tenant vacates at its June 2013 lease expiration. Moody's LTV and
stressed DSCR are 66% and 1.56X, respectively, compared to 60% and
1.73X at last review.


CARLYLE MODENA: Moody's Lifts Rating on $20.25MM D Notes to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Carlyle Modena CLO, Ltd.:

U.S.$27,750,000 Class C Floating Rate Notes Due 2016, Upgraded
to Aaa (sf); previously on July 15, 2011 Upgraded to Aa1 (sf);

U.S.$20,250,000 Class D Floating Rate Notes Due 2016 (current
balance of $21,701,681), Upgraded to Ba1 (sf); previously on
July 15, 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 ratio. Moody's notes that the
Class A Notes have been paid down approximately 72% or $60 million
and the Class B Revolving Notes have been paid down approximately
23% or $2 million since the rating action in July 2011. As a
result of the deleveraging, the Senior overcollateralization ratio
has increased since the last rating action. Based on the latest
trustee report dated May 3, 2012, the Senior overcollateralization
ratio is reported at 296.38% versus June 2011 level of 146.08%.
Additionally, Moody's notes that the amount of underlying assets
that mature after the stated maturity of the notes has decreased
to $0.1 million in May 2012 from $11 million in June 2011.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since the last rating action. Based on the May 2012 trustee
report, the weighted average rating factor is currently 2869
compared to 2707 in June 2011.

Furthermore, Moody's notes that the Class D Notes are currently
deferring interest due to the diversion of excess interest to pay
down the senior notes before paying the Class D Notes' interest.
This results from a deal structural feature which specifies that
net principal losses must be repaid from (i) first, excess
interest before payment of the Class D Notes' interest, and (ii)
second, draws on the Class B Revolving Notes. In addition, the
Class B Revolving Notes' funded balance is repaid before the Class
D Notes' interest in the interest waterfall of the transaction. As
such, there will be no excess interest available to pay the Class
D Notes' interest until the funded balance on the Class B
Revolving Notes is paid in full.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $77.4 million,
defaulted par of $6.4 million, a weighted average default
probability of 17.57% (implying a WARF of 3147), a weighted
average recovery rate upon default of 50.5%, and a diversity score
of 27. 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.

Carlyle Modena CLO Ltd., issued in September 2004, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

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

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

Moody's Adjusted WARF - 20% (2517)

Class A: 0
Class C: 0
Class D: +2

Moody's Adjusted WARF + 20% (3776)

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

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2014 and
2016 which may create challenges for issuers to refinance. 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) 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.


CENTERLINE 2007-1: S&P Lowers Rating on Class C to 'D'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D (sf)'
from 'CC (sf)' on class C from Centerline 2007-1 Resecuritization
Trust (Centerline 2007-1), a U.S. commercial real estate
collateralized debt obligation (CRE CDO) transaction. "At the same
time, we affirmed our 'CC (sf)' rating on class B from the same
transaction," S&P said.

The downgrade reflects principal losses of $27.1 million sustained
by class C that have reduced the principal balance of class C to
$3.7 million from $30.8 million at issuance.

"We affirmed our 'CC (sf)' ratings on class B to reflect our
continued expectation that the interest payments on this class
will be deferred for an extended period of time due to a
termination payment owed to the hedge counterparty," S&P said.

"The principal losses are due to principal losses on the
underlying commercial mortgage-backed securities (CMBS)
collateral, per the May 22, 2012 trustee report, as well as the
application of principal proceeds to the hedge counterparty," S&P
said.

According to the May 22, 2012, remittance report, Centerline 2007-
1 was collateralized by 54 CMBS and three resecuritized real
estate mortgage investment conduit (re-REMIC) certificates ($365.9
million, 100%) from 13 distinct transactions issued between 2000
and 2007.

RATING LOWERED

Centerline 2007-1 Resecuritization Trust
                  Rating
Class    To                   From
C        D (sf)               CC (sf)

RATING AFFIRMED

Centerline 2007-1 Resecuritization Trust
Class    Rating
B        CC (sf)


CHL MORTGAGE: Moody's Takes Various Action on $512.3MM Prime RMBS
-----------------------------------------------------------------
Moody's Investors Service has upgraded 17 tranches, downgraded
eight tranches, and confirmed the ratings on 20 tranches from 10
RMBS transactions issued by CHL Mortgage Pass-Through Trust. The
collateral backing these deals primarily consists of first-lien,
fixed and adjustable-rate jumbo residential mortgages. The actions
impact approximately $512.3 million of RMBS issued in 2003 and
2004.

Complete rating actions are as follows:

Issuer: CHL Mortgage Pass-Through Trust 2003-28

Cl. A-4, Upgraded to Baa1 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

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

Cl. A-9, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. A-13, Upgraded to Ba1 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-3

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

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

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

Cl. A-7, Confirmed at Baa1 (sf); previously on Feb 22, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-43

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

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

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

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

Issuer: CHL Mortgage Pass-Through Trust 2003-44

Cl. A-3, Confirmed at Baa2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Upgrade

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

Financial Guarantor: MBIA Insurance Corporation (B3, Placed Under
Review for Possible Downgrade on December 19, 2011)

Cl. A-8, Confirmed at Baa1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. A-9, Confirmed at Baa1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. A-10, Confirmed at Baa1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. A-11, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-HYB1

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

Cl. 2-A-1, Withdrawn (sf); previously on Jan 31, 2012 Ba3 (sf)
Placed Under Review for Possible Upgrade

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

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

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

Cl. B-1, Withdrawn (sf); previously on Apr 21, 2011 Downgraded to
Ca (sf)

Cl. B-2, Withdrawn (sf); previously on Apr 21, 2011 Downgraded to
Ca (sf)

Issuer: CHL Mortgage Pass-Through Trust 2004-13

Cl. 1-A-2, Upgraded to Aa1 (sf); previously on Apr 19, 2011
Downgraded to A2 (sf)

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

Cl. 1-A-4, Upgraded to Baa1 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-5, Confirmed at B1 (sf); previously on Jan 31, 2012 B1
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-6, Upgraded to A1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-7, Upgraded to Aa1 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-3, Downgraded to Ba2 (sf); previously on Apr 19, 2011
Downgraded to Baa3 (sf)

Cl. 2-A-5, Confirmed at B1 (sf); previously on Jan 31, 2012 B1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-18, Downgraded to Ba2 (sf); previously on Apr 19, 2011
Downgraded to Baa3 (sf)

Issuer: CHL Mortgage Pass-Through Trust 2004-18

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

Issuer: CHL Mortgage Pass-Through Trust 2004-24

Cl. A-5, Upgraded to Aa2 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. A-6, Upgraded to Aa2 (sf); previously on Feb 22, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. A-7, Upgraded to Aa2 (sf); previously on Apr 19, 2011
Downgraded to A3 (sf)

Issuer: CHL Mortgage Pass-Through Trust 2004-4

Cl. A-5, Downgraded to B2 (sf); previously on Apr 19, 2011
Downgraded to Ba2 (sf)

Cl. A-8, Upgraded to A2 (sf); previously on Jan 31, 2012 Baa3 (sf)
Placed Under Review for Possible Upgrade

Cl. A-10, Downgraded to B2 (sf); previously on Apr 19, 2011
Downgraded to Ba3 (sf)

Issuer: CHL Mortgage Pass-Through Trust 2004-5

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

Cl. 1-A-3, Upgraded to Aa1 (sf); previously on Apr 19, 2011
Downgraded to Aa3 (sf)

Cl. 1-A-6, Upgraded to Aa1 (sf); previously on Apr 19, 2011
Downgraded to Aa3 (sf)

Cl. 2-A-2, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-4, Downgraded to Ba2 (sf); previously on Apr 19, 2011
Downgraded to Baa3 (sf)

Cl. 2-A-9, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-10, Downgraded to Ba1 (sf); previously on Feb 22, 2012
Baa3 (sf) Placed Under Review for Possible Upgrade

Issuer: CHL Mortgage Pass-Through Trust 2004-9

Cl. A-1, Upgraded to Aa3 (sf); previously on Apr 19, 2011
Downgraded to A2 (sf)

Cl. A-2, Upgraded to Aa3 (sf); previously on Apr 19, 2011
Downgraded to A2 (sf)

Cl. A-3, Upgraded to Aa3 (sf); previously on Apr 19, 2011
Downgraded to A2 (sf)

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

Underlying Rating: Confirmed at Ba1 (sf); previously on Jan 31,
2012 Ba1 (sf) Placed Under Review for Possible Downgrade*

Financial Guarantor: MBIA Insurance Corporation (B3, Placed Under
Review for Possible Downgrade on December 19, 2011)

Cl. A-6, Upgraded to Aa3 (sf); previously on Apr 19, 2011
Downgraded to A2 (sf)

* - The underlying ratings history begins more than 90 days
following the closing date on the bonds

Ratings Rationale

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

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

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

The rating action constitutes of a number of upgrades as well as
downgrades. The upgrades are due to significant improvement in
collateral performance, and rapid build-up in credit enhancement
due to high prepayments.

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

The above mentioned approach "Pre-2005 US RMBS Surveillance
Methodology" is adjusted slightly when estimating losses on pools
left with a small number of loans to account for the volatile
nature of small pools. Even if a few loans in a small pool become
delinquent, there could be a large increase in the overall pool
delinquency level due to the concentration risk. To project losses
on pools with fewer than 100 loans, Moody's first estimates a
"baseline" average rate of new delinquencies for the pool that 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 76, the
rate of delinquency is increased by 1% for every loan less than
76. For example, for a pool with 75 loans, the adjusted rate of
new delinquency would be 3.03%. In addition, if current
delinquency levels in a small pool is low, future delinquencies
are expected to reflect this trend. To account for that, the rate
calculated above is multiplied by a factor ranging from 0.75 to
2.5 for current delinquencies ranging from less than 2.5% to
greater than 10% respectively. Delinquencies for subsequent years
and ultimate expected losses are projected using the approach
described in the methodology publication listed above.

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

The above methodology only applies to pools with at least 40 loans
and a pool factor of greater than 5%. Moody's may withdraw its
rating when the pool factor drops below 5% and the number of loans
in the pool declines to 40 loans or lower unless specific
structural features allow for a monitoring of the transaction
(such as a credit enhancement floor). As such, Moody's has
withdrawn the rating of CHL Mortgage Pass-Through Trust 2003-HYB1
pursuant to published rating methodologies that allow for the
withdrawal of the rating if the size of the underlying collateral
pool at the time of the withdrawal has fallen below a specified
level.

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.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF286659

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


CIFC FUNDING 2006-IB: S&P Hikes Rating on Class B-2L Notes to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the A-2L,
A-3L, B-1L, and B-2L notes from CIFC Funding 2006-IB Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by
Commercial Industrial Finance Corp. "At the same time, we removed
these ratings from CreditWatch, where we placed them with positive
implications on April 18, 2012. We also affirmed the ratings on
the class A-1L and A-1LR notes," S&P said.

"The upgrades reflect improved credit performance we have observed
in the transaction's underlying asset pool since our February 2010
rating actions. We affirmed our ratings on the class A-1L and A-
1LR notes to reflect the credit support available that is
commensurate with the current ratings," S&P said.

"According to the April 10, 2012, trustee report, the
transaction's asset portfolio did not hold any defaulted assets,
compared with the $12 million in defaulted assets noted in the
December 2009 trustee report, which we referenced for our February
2010 rating actions," S&P said.

"The reduction in defaults, combined with other factors, has
improved the transaction's overcollateralization (O/C) ratios. For
instance, the April 2012 trustee report noted that the class A O/C
ratio improved to 114.76% from 113.11% in December 2009. Similar
improvements were seen in the other O/C ratios," S&P said.

The transaction will be in its reinvestment period until December
2012.

"Standard & Poor's also notes that the transaction is currently
passing its additional collateral requirement. The failure of this
requirement during reinvestment period will divert from remaining
interest proceeds 35% of the amount necessary to cure the test to
pay down the class B-2L notes and 65% of the cure amount as
principal proceeds for investment in additional collateral," 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 AND CREDITWATCH ACTIONS

CIFC Funding 2006-IB Ltd.
                    Rating
Class           To           From
A-2L            AA (sf)      A+ (sf)/Watch Pos
A-3L            A (sf)       BBB+ (sf)/Watch Pos
B-1L            BBB (sf)     BB+ (sf)/Watch Pos
B-2L            BB (sf)      CCC+ (sf)/Watch Pos

RATINGS AFFIRMED

CIFC Funding 2006-IB Ltd.
Class           Rating
A-1L            AA+ (sf)
A-1LR           AA+ (sf)


CIFC FUNDING 2007-1: S&P Raises Rating on Class B-2L Notes to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the A-1L,
A-1LAr, A-1LAt, A-1LB, A-2L, A-3L, B-1L, and B-2L notes from CIFC
Funding 2007-I Ltd., a U.S. collateralized loan obligation (CLO)
transaction managed by Commercial Industrial Finance Corp. "At the
same time, we removed our ratings on class A-1L, A-1LB, A-2L, A-
3L, B-1L, and B-2L notes in this review from CreditWatch, where we
placed them with positive implications on April 18, 2012," S&P
said.

"The upgrades reflect improved credit performance we have observed
in the underlying asset pool since the February 2010 rating
actions for which we referenced the December 2009 trustee report.
In particular, the amount of defaulted assets has decreased. Based
on the March 21, 2012, trustee report, which we referenced for 's
rating actions, the transaction held $2 million of defaulted
assets, compared with $12.2 million in the December 2009 trustee
report," S&P said.

"This transaction has a pro rata sequential pay feature in which
two classes receive payments pro rata, but within the two notes,
subclasses receive payments in a sequential manner. As a result,
some classes can be paid down in full ahead of the other classes
and hence can support higher ratings. In this transaction, the A-
1L notes receive payments pro rata with the A-1LA and A-1LB notes.
Class A-1LA and A-1LB are paid sequentially. Within the A-1LA
notes, subclasses A-1LAr and A-1LAt are paid pro rata. As a
result, classes A-1LAr and A-1LAt could potentially pay off in
full prior to classes A-1L and A-1LB," S&P said.

"This transaction is in its reinvestment period until November
2013. Currently, there are no long dated assets in the portfolio.
None of our rating actions are driven by the supplemental tests we
introduced as part of our September 2009 corporate criteria
update," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

CIFC Funding 2007-I Ltd.
                     Rating
Class           To           From
A-1L            AA+ (sf)     AA (sf)/Watch Pos
A-1LAr          AAA (sf)     AA+ (sf)
A-1LAt          AAA (sf)     AA+ (sf)
A-1LB           AA+ (sf)     AA (sf)/Watch Pos
A-2L            AA (sf)      A+ (sf)/Watch Pos
A-3L            A (sf)       BBB+ (sf)/Watch Pos
B-1L            BBB (sf)     BB+ (sf)/Watch Pos
B-2L            BB (sf)      B+ (sf)/Watch Pos


CITIGROUP COMMERCIAL: Fitch Affirms CCC Rating on 3 Note Classes
----------------------------------------------------------------
Fitch Ratings has upgraded four classes of Citigroup Commercial
Mortgage Trust, series 2007-FL3, due to paydown of 62% since
Fitch's last review.

Under Fitch's methodology 100% of the pooled balance is modeled to
default in the base case stress scenario, defined as the 'B'
stress.  In this scenario, the modeled average cash flow decline
is 5.8% and pooled expected losses are 28.8%.  To determine a
sustainable Fitch cash flow and stressed value, Fitch analyzed
servicer-reported operating statements, budgets and STR reports,
updated property valuations, and recent sales comparisons.  Fitch
estimates that base case recoveries will be in excess of 71%.

There are four loans remaining in the pool, all of which are
secured by hotels.  Three of the four loans in the pool (83.5%)
defaulted at maturity and were subsequently modified and extended.
The transaction faces near-term maturity risk with one loan
(16.5%) maturing in June 2012 and one loan (2.6%) maturing in
August 2013.  The two remaining loans, both of which were
modified, have final maturities in 2015.

Three loans were modeled to take a loss in the base case: Fairmont
Scottsdale Princess (75.4% of the pool) Avalon Hotel (5.6% of the
pool) and Maison 140 (2.6% of the pool).

The Fairmont Scottsdale Princess loan is collateralized by a full-
service 651-room resort located in Scottsdale, AZ.  At issuance
the loan was underwritten to a stabilized cash flow which
anticipated continued increases in ADR in the Scottsdale market.
The property's destination resort segment of the market was
especially hard hit by the economic downturn and the anticipated
increases did not materialized.  As of the trailing 12 months
(TTM) ended March 2012, net operating income (NOI) was
approximately 63% lower than underwritten at issuance.  The
decline is primarily due to decreased room revenue.  The property
has, however, recently shown significant performance improvements
with TTM March 2012 NOI up 45% from YE 2010.

The loan reached its original final maturity date in September
2011.  The loan was modified in June 2011 to allow for two
additional extension options in exchange for paydown of the senior
balance by $7 million and an investment of $22 million to
construct a 60,000 square foot (sf) addition to the meeting
facilities.  Construction is currently under way and is expected
to be completed by YE 2012.  The next maturity date is Dec. 31,
2013 and there is one remaining extension option with a final
maturity of April 9, 2015.

The Hotel 3030 loan is collateralized by a limited-service 232-
room hotel located in the Midtown Manhattan neighborhood of Murray
Hill.  At loan closing, $12 million ($52,000 per room) was
reserved for property renovations.  The improvements were
completed in late 2011 and the hotel was rebranded as the Hotel
LOLA.

A delay in completing the renovations combined with the economic
downturn resulted in the hotel not meeting performance
expectations.  Completion of the renovations and improvements in
the hotel market resulted in RevPAR increases of 16% over the TTM
ended March 2012.  As of the TTM March 2012, net cash flow (NCF)
had improved by 29% from YE 2010, but was still approximately 40%
below issuance underwriting.  The loan originally matured Dec. 9,
2009 and has been extended twice for one year. The final maturity
date is June 9, 2012.

The Avalon hotel is collateralized by an 84-room full-service
hotel located in Beverly Hills, CA.  The property is approximately
four blocks south from Rodeo Drive and five miles south of
Hollywood. The loan defaulted at its original maturity date and
was subsequently modified and extended.  The modification de-
levered the property such that the debt stack was reduced to the
trust balance of $11.75 million.  Performance began to improve in
2010 as the hotel market recovered.  YE 2011 NOI was down from YE
2010 by 65% as revenues were impacted by $3.7 million room
renovation which was completed in August 2011. The property should
benefit from the recent renovations in 2012.

The Maison 140 loan is collateralized by a 44-room limited-service
hotel located in Beverly Hills, CA.  The loan transferred to
special servicing in September 2009 due to imminent maturity
default.  It was subsequently modified, extended and returned to
the master servicer.  As part of the modification the loan
maturity was extended to Jan. 9, 2012 with three additional one-
year extension options. The trust portion of the loan was also
paid down by $350,000.  The hotel recently underwent a $600,000
($14,634/key), renovation which included all guestrooms,
bathrooms, common areas and the front facade.  The work was
completed in August 2011. YE 2011 NOI was down from YE 2010 by 20%
as revenues were impacted by the renovations.

Fitch has upgraded the following classes and revised the Rating
Outlooks as indicated:

  -- $38 million class A-2 to 'AAAsf' from 'Asf'; Outlook to
     Stable from Positive;

  -- $24.9 million class B to 'AAsf' from 'BBBsf'; Outlook to
     Stable from Positive;

  -- $19.9 million class C to 'Asf' from 'BBBsf'; Outlook to
     Stable from Positive;

  -- $12.9 million class D to 'BBBsf' from 'BBsf''; Outlook to
     Stable.

Fitch has affirmed the following classes and revised Recovery
Estimates as indicated:

  -- $12 million class E at 'BBsf'; Outlook Stable;
  -- $13 million class F at 'Bsf'; Outlook Stable;
  -- $12 million class G at 'Bsf'; Outlook Stable;
  -- $12 million class H at 'CCCsf '; RE 0% ;
  -- $12 million class J at 'CCCsf '; RE 0%;
  -- $20 million class K at 'CCsf'; RE 0%
  -- $1.9 million class HTT-1 at 'BBsf'; Outlook Negative;
  -- $1.9 million class AVA at 'CCCsf'; RE 0% ;
  -- $750,000 class MOF at 'Dsf'; RE 0%.

Classes A-1, X-1, THH-1, INM, HOA-1, HOA-2, MLA-1, HFS-1, HFS-2,
HFS-3, RSI-1 and RSI-2 have paid in full.  Fitch does not rate
classes THH-2 and HTT-2.  Classes MLA-2, VSM-1, VSM-2 all remain
at 'D'; RE 0%, and class WES remains at 'D'; RE 90% due to
realized losses.  Fitch previously withdrew the rating of the
interest-only class X-2.


CLEAR LAKE CLO: S&P Raises Rating on Class D Notes to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, B, C, and D notes from Clear Lake CLO Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by Babson
Capital Management LLC.

"The upgrades reflect improved credit performance we have observed
in the underlying asset pool since our Feb. 8, 2010, rating
actions, for which we referenced the January 2010 trustee report,"
S&P said.

"The transaction is currently in its reinvestment period which
ends Dec. 11, 2013. Since Jan. 8, 2010, the credit quality of the
transaction's underlying asset portfolio has improved, as
evidenced by a decrease in defaulted and 'CCC' rated obligations,"
S&P said.

"Based on the April 11, 2012, trustee report, which we used for
our current analysis, the transaction had exposure to $3.56
million defaulted assets, compared with an exposure of $19.73
million at the time of our last rating action. The portfolio's
'CCC' rated securities decreased by $21.81 million to $11.95
million from $33.76 million in January 2010. The
overcollateralization (O/C) ratios have benefited from the credit
improvement. For example, the class A O/C increased to 121.56% in
April 2012 from 120.09% in January 2010," S&P said.

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

"Standard & Poor's also notes that if the class D O/C ratio is
less than 102.4% during the transaction's reinvestment period, it
will divert the 50% of the excess interest proceed to a collection
account for acquiring additional collateral. The transaction has
not failed this test in the period since our February 2010 rating
actions. Based on the April 2012 trustee report, the class D O/C
test result was 103.9% versus a trigger of 102.4%," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Clear Lake CLO Ltd.
                    Rating
Class          To           From
A-1            AA+ (sf)     AA- (sf)
A-2            AA- (sf)     A+ (sf)
B              A- (sf)      BBB (sf)
C              BBB (sf)     BB+ (sf)
D              B+ (sf)      CCC+ (sf)


COMM 2000-C1: Fitch Affirms 'Dsf' Rating on Four Note Classes
-------------------------------------------------------------
Fitch Ratings has affirmed eight classes of COMM commercial
mortgage pass-through certificates, series 2000-C1, as indicated:

-- $5.6 million class F notes at 'AAsf'; Outlook to Stable from
    Negative;

-- $26.9 million class G notes at 'CCCsf'; RE 95%;

-- $6.7 million class H notes at 'Csf'; RE 0%;

-- $6.7 million class J notes at 'Csf'; RE 0%;

-- $0.6 million class K notes at 'Dsf'; RE 0%;

-- Class L notes at 'Dsf'; RE 0%;

-- Class M notes at 'Dsf'; RE 0%;

-- Class N notes at 'Dsf'; RE 0%.

As of the May 2012 remittance report, the transaction balance has
been reduced by 94.7% to $46.6 million from $897.9 million at
issuance. Six loans remain in the transaction, of which two loans
(22.1%) are in special servicing and one loan is defeased (2.9%).
Fitch modeled additional losses of 31.3% of the remaining pool for
a total, including losses to date, of 5.8% of the original
balance.

Fitch stressed the cash flow of the remaining loans by applying a
5% reduction to 2011 or 2010 fiscal year-end net operating income,
and applying an adjusted market cap rate between 8.1% and 9.5% to
determine value. All the loans also underwent a refinance test by
applying an 8% interest rate and 30-year amortization schedule to
the stressed cash flow. Only one of the loans was modeled to pay
off at maturity, and could refinance to a debt-service coverage
ratio (DSCR) above 1.25x. While the credit enhancement of the
class F notes has improved, an upgrade is not warranted given the
increasing concentration and expected pool losses.

The largest contributor to modeled losses is secured by a 596-unit
manufactured housing community (17.2%) in Thetford Township, MI.
The loan was transferred to special servicing in May 2010, at
which time the borrower was granted a maturity extension to April
2012.

The second largest contributor to modeled losses is a 596,392
square foot (sf) industrial warehouse (52.1%) in Romulus, MI. The
property has seen occupancy steadily decline since 2008 and was
transferred to the special servicer in July 2009. The loan was
modified and sent back to the master servicer in 2010.
Fitch does not rate the class O notes and previously withdrew the
ratings on the X notes. Classes A-1, A-2, B, C, D, and E notes
have paid in full.


COMM 2008-RS3: S&P Withdraws 'CCC-' Ratings on 9 Debt Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on nine
classes from COMM 2008-RS3, a commercial real estate
collateralized debt obligation (CRE CDO) transaction.

The rating withdrawals follow the redemption of all of the
underlying collateral, which consisted of 12 classes from MAX
2008-1, a CRE CDO transaction. According to the May 22, 2012,
trustee report, the total outstanding balance of the underlying
MAX 2008-1 notes and nine COMM 2008-RS3 classes was zero.

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATINGS WITHDRAWN

COMM 2008-RS3
                      Rating
Class            To          From
A-2A             NR          CCC- (sf)
A-2B             NR          CCC- (sf)
B                NR          CCC- (sf)
C                NR          CCC- (sf)
D                NR          CCC- (sf)
E                NR          CCC- (sf)
F                NR          CCC- (sf)
G                NR          CCC- (sf)
H                NR          CCC- (sf)

NR-Not rated.


COMM 2011-THL: Moody's Affirms 'Ba3' Rating on Cl. F Certificates
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of six classes of
COMM 2011-THL Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2011-THL. Moody's rating action is as
follows:

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

Cl. B, Affirmed at Aa2 (sf); previously on Aug 1, 2011 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at A2 (sf); previously on Aug 1, 2011 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed at Baa1 (sf); previously on Aug 1, 2011 Definitive
Rating Assigned Baa1 (sf)

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

Cl. F, Affirmed at Ba3 (sf); previously on Aug 1, 2011 Definitive
Rating Assigned 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.

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

Primary sources of assumption uncertainty are the extent of 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 principal methodology used in this rating was "Moody's
Approach to Rating CMBS Large Loan/Single Borrower Transactions"
published in July 2000.

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.4. 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.

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
presale report dated July 12, 2011.

Deal Performance

As of the May 9, 2012 Payment Date, the transaction's aggregate
certificate balance is down slightly from securitization balance
of $685 million to $683 million due to curtailment payment of $1.5
million. The certificates represent beneficial ownership of a five
year, fixed rate, first mortgage loan. The mortgage loan is
secured by cross-collateralized and cross-defaulted 122 fee
interests, 44 leasehold interests and 2 fee/leasehold interests in
168 hotel properties. The portfolio totals 15,673 keys located
throughout 33 states in the US. The portfolio's loan level
Herfindahl Index is 117 by allocated loan amount, The loan is
interest only for the first two years of the term.

Due to the pool's geographic diversity, the portfolio's
performance has tracked that of the US lodging sector as a whole.
On average, the hotel sector continues to improve on a year over
year comparison basis. According to Smith Travel Research, hotels
in the US experienced a Revenue per Available Room (RevPAR =
Occupancy X Average Daily Rate) increase of 8.2% in 2011 over that
of 2010. Continuing this strong trend, RevPAR for the four periods
ending April 2012 was up 7.5% over the first four months of 2011.
Due to limited new supply and rebound in corporate demand, the
lodging sector is expected to show improvement in operating
performance in the foreseeable future.

The portfolio's 2011 RevPAR was $64.38, a 6.7% increase from
$60.31 achieved in 2010. Net Cash Flow for year-end 2011 was
$104.1 million, up 7.2% from $97.1 million achieved in 2010.
Moody's 2012 review Net Cash Flow is $100.1 million, same as at
securitization.

Moody's pooled trust loan to value (LTV) ratio is 76% same as at
securitization. Moody's stressed debt service coverage ratio
(DSCR) for the pooled trust is 1.59X, same as at securitization.
The trust has not experienced any losses or interest shortfalls to
date.


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

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

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

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

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

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

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

Cl. B, Definitive Rating Assigned Aa2 (sf)

Cl. C, Definitive Rating Assigned A2 (sf)

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

Cl. D, Definitive Rating Assigned Baa3 (sf)

Cl. E, Definitive Rating Assigned Ba2 (sf)

Cl. F, Definitive Rating Assigned Ba2 (sf)

Cl. G, Definitive Rating Assigned 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.


COMMODORE CDO III: S&P Lowers Rating on Class A-1C Notes to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of notes from Commodore CDO III Ltd. and removed them from
CreditWatch with negative implications. "At the same time, we
affirmed our ratings on two classes and removed one of them from
CreditWatch negative. Commodore CDO III Ltd. is a structured
finance mezzanine collateralized debt obligation (CDO) transaction
that closed in 2005," S&P said.

"The downgrades reflect our updated criteria and assumptions and
the credit deterioration of the transaction's portfolio. We
previously placed our ratings on these classes on CreditWatch
negative on March 19, 2012, in connection with our update to the
criteria and assumptions we use to rate CDO transactions backed by
SF securities. We also note that interest proceeds collected have
been insufficient to make the interest payments due to the
nondeferrable notes, therefore, principal cash was used to make
interest payments," S&P said.

"Since our prior action on September 2010, the class A-1B note has
paid down by $8.31 million to 3.78% of its original issuance
amount. Due to the pro-rata sequential structure, the principal
paydown benefits the class A-1B note most, within the three A-1
classes. We affirmed and removed from CreditWatch our rating on
the class A-1B notes to reflect the availability of sufficient
credit support at the current rating level," S&P said.

"We affirmed our 'CC (sf)' rating on class A-2 to reflect our
opinion that the note will continue to remain current on interest
but is unlikely to receive its entire remaining principal
balance," 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

Commodore CDO III Ltd.
                       Rating
Class               To           From
A-1A                CC (sf)      CCC- (sf)/Watch Neg
A-1B                BB (sf)      BB (sf)/Watch Neg
A-1C                CC (sf)      CCC- (sf)/Watch Neg

RATING AFFIRMED

Commodore CDO III Ltd.

Class               Rating
A-2                 CC (sf)

OTHER OUTSTANDING RATINGS

Commodore CDO III Ltd.

Class               Rating
B                   D (sf)
C-1                 D (sf)
C-2                 D (sf)


CPORTS POTOMAC 2007-1: Moody's Raises Rating on B Notes to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service took the following rating action on
CPORTS Potomac 2007-1, a collateralized debt obligation
transaction (the " Collateralized Synthetic Obligation" or "CSO").
The CSO references a portfolio of synthetic corporate loans.

U.S. $25,000,000 (Current Outstanding Balance $31,000,000) Class B
Floating Rate Notes Due 2015, Upgraded to Caa2 (sf); previously on
February 9, 2009 Downgraded to Caa3 (sf)

Ratings Rationale

Moody's rating action is the result of the shortened time to
maturity of the CSO and the stable credit quality of the reference
portfolio. Offsetting these positive factors is a lower level of
credit enhancement remaining in the transaction as a result of two
additional credit events since the last rating action in February
2009.

Since the last rating review in February 2009, the ten year
weighted average rating factor (WARF) of the portfolio increased
from 592 to 622, excluding settled credit events. The credit
quality of the portfolio continues to remain stable with 6.56% of
the portfolio modeled at B1 or below, compared to 5.87% from the
last review. There are 9 reference entities with a negative
outlook compared to 6 that are positive, and 11 entities on watch
for downgrade compared to none on watch for upgrade.

The portfolio has experienced eight credit events, equivalent to
8.5% of the portfolio based on the portfolio notional value at
closing. Since inception, the subordination of the rated tranche
has been reduced by 3.6% due to credit events on CEMEX, CIT Group,
Landsbanki Islands, Glitnir banki, Washington Mutual, Lehman
Brothers Holdings, Federal Home Loan Mortgage Corporation, and
Federal National Mortgage Association.

The CSO has a remaining life of 3.35 years.

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

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

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

* Moody's reviews a scenario consisting of reducing the maturity
of the CSO by six months, keeping all other things equal. The
result of this run is one notch higher than in the base case.

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

* Moody's conducts a sensitivity analysis consisting of notching
down by one the ratings of reference entities in the Banking,
Finance, and Real Estate sectors. The result from this run is one
notch below the one modeled under the base case.

* To test the combined effects of credit deterioration and the
passage of time, Moody's takes the scenario above of notching down
the reference entities in the Banking, Finance, and Real Estate
sectors, and reduces the time to maturity by 6 months. The result
of this run does not show a material difference from that of the
base case.

* Removing the notch down on all reference entities on negative
outlook and on watch for downgrade results in a run that is two
notches higher 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.


CREDIT SUISSE 1997-C1: Fitch Affirms 'Dsf' Rating on $7.4MM Certs
-----------------------------------------------------------------
Fitch Ratings has affirmed five classes of Credit Suisse First
Boston Mortgage Security Corporation 1997-C1, commercial mortgage
pass-through certificates.

The affirmations are due to stable performance and sufficient
credit enhancement to the remaining classes.

As of the May 2012 distribution date, the pool's certificate
balance has paid down 93% to $74.9 million from $1.3 billion.
Cumulative losses to date are at 1.45% of the original pool.  In
addition, cumulative interest shortfalls totaling $2.4 million are
affecting classes J and K.

There are nine remaining loans from the original 162 at issuance,
three of which (55.4%) are fully defeased.  No loans are in
special servicing.  All of the remaining loans are expected to be
able to refinance under Fitch's stressed refinance test.

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

  -- $9.8 million class F at 'AAAsf'; Outlook Stable;
  -- $13.5 million class G at 'AAAsf'; Outlook Stable;
  -- $27.1 million class H at 'BBBsf'; Outlook Stable;
  -- $16.9 million class I at 'Bsf'; Outlook Negative;
  -- $7.4 million class J at 'Dsf'; RE 50%.

Fitch does not rate classes E and K.

Classes A-1A, A-1B, A-1C, A-2, B, C, D, have paid in full.

Fitch has previously withdrawn the rating on the interest-only
class A-X.


CREDIT SUISSE 2003-CPN1: Moody's Cuts Rating on Cl. E Certs to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes
and affirmed the seven classes of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2003-CPN1 as follows:

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

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

Cl. C, Downgraded to A1 (sf); previously on Apr 27, 2012 Aaa (sf)
Placed Under Review for Possible Downgrade

Cl. D, Downgraded to B1 (sf); previously on Apr 27, 2012
Downgraded to Baa3 (sf) and Remained On Review for Possible
Downgrade

Cl. E, Downgraded to B3 (sf); previously on Apr 27, 2012
Downgraded to B1 (sf) and Remained On Review for Possible
Downgrade

Cl. F, Affirmed at Caa1 (sf); previously on Apr 27, 2012
Downgraded to Caa1 (sf)

Cl. G, Affirmed at Caa3 (sf); previously on Apr 27, 2012
Downgraded to Caa3 (sf)

Cl. H, Affirmed at C (sf); previously on Apr 27, 2012 Downgraded
to C (sf)

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

Cl. A-X, Downgraded to B1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

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

Ratings Rationale

The downgrades are due to an increase in interest shortfalls due
to the recovery of outstanding servicer advances on the Northgate
Mall Loan ($19 million --3.3% of the pool). Interest shortfalls
have already spiked up to Class E and are expected to impact Class
D in the near future. Recurring interest shortfalls through Class
D are expected for the next several months. Although a spike up to
Class C is not imminent at this point, there is a risk of interest
shortfall spikes to Class C are not commensurate with the previous
rating.

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

Classes D through F remained on review after Moody's April 27,
2012 rating action for this deal. This action concludes Moody's
review.

Moody's rating action reflects a cumulative base expected loss of
6.8% of the current pooled balance as compared to 7.1% during
Moody's April 2012 review. Moody's provides a current list of base
expected losses for conduit and fusion CMBS transactions on
moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of 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 Fusion U.S. CMBS Transactions" published in April 2005, and
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 26 compared to 27 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 27, 2011.

Deal Performance

As of the May 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 43% to $574 million
from $1.0 billion at securitization. The Certificates are
collateralized by 130 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 40%
of the pool. The pool contains 56 loans, representing 10% of the
pool, that are secured by residential cooperative properties,
primarily located in New York City. Seven of the co-op loans have
been defeased. The co-op loans have a Aaa credit estimate, the
same as last review. In total 21 loans, representing 24% of the
pool, have defeased and are collateralized by U.S. Government
securities.

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

Six loans have been liquidated from the pool, resulting in an
aggregate realized loss of $16 million (50% average loss
severity). The Northgate Mall loan and one other loan were
modified with principal forgiveness. As a result of liquidations
and modifications, the certificates have experienced an aggregate
$71 million realized loss.

Six loans, representing 11% of the pool, are currently in special
servicing. The largest specially serviced loan is the Michigan
Equities C Portfolio Loan ($26 million -- 4.5% of the pool), which
is secured by 16 properties locatd in Okemos and Lansing,
Michigan. The portfolio was 64% leased at 2011 year end. The note
is being marketed for sale. If the note sale is unsuccessful then
the special servicer will likely pursue foreclosure and may deem
the $2.9 million of outstanding servicer advances non-recoverable.
This could lead to a further spike in interest shortfalls and may
lead to further subsequent rating actions.

The servicer has recognized an aggregate $24 million appraisal
reduction for five of the six specially serviced loans, while
Moody's has estimated an aggregate $29 million loss for the same
five specially serviced loans.

Moody's has assumed a high default probability for five poorly
performing loans representing 5% of the pool and has estimated a
$6 million aggregate loss (15% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and full or partial year
2011 operating results for 99% and 83% of the conduit,
respectively. The conduit portion of the pool excludes specially
serviced, troubled and defeased loans as well as loans with credit
estimates. Moody's weighted average conduit LTV is 78%, which is
the same as at Moody's prior review. Moody's net cash flow
reflects a weighted average haircut of 14% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 9.3%.

Moody's actual and stressed conduit DSCRs were 1.51X and 1.37X,
respectively, compared to 1.49X and 1.37X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

Based on the most recent remittance statement, Classes E through Q
have experienced cumulative interest shortfalls totaling $7
million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced and troubled loans. Interest shortfalls are
caused by special servicing fees, including workout and
liquidation fees, appraisal subordinate entitlement reductions
(ASERs), extraordinary trust expenses, loan modifications that
include either an interest rate reduction or a non-accruing note
component, and non-recoverability determinations by the servicer
that involve a clawback for previously made advances.

The top three conduit loans represent only 12% of the pool. Each
of these loans mature within the next eight months. Based on the
performance of the properties supporting these loans, Moody's
anticipates the top three conduit loans will be able to refinance
at maturity.


CREDIT SUISSE 2004-C2: Losses Cues Fitch to Cut Rating on 4 Certs
-----------------------------------------------------------------
Fitch Ratings has downgrade four and affirmed 11 classes of Credit
Suisse First Boston Mortgage Securities Corp., commercial mortgage
pass-through certificates, series 2004-C2 (CSFB 2004-C2).

The downgrades reflect Fitch modeled losses of 2.4% of the
remaining pool; modeled losses of the original pool are at 2.4%,
including losses already incurred to date.  The affirmation of the
other classes reflects continued stable pool performance.  To
date, losses for the pool have been low at 0.7% of the original
pool balance.  As of the June 2011 distribution date, the pool's
certificate balance has been reduced by 27% (to $705.6 million
from $966.8 million), of which 26.3% were from paydowns.

The Positive Outlooks on classes C and D reflect the defeased
collateral within the pool.  Ten loans, representing 18.4% of the
pool, have been defeased.  The Negative Outlooks on classes J and
K reflect upcoming loan maturities over the next two years and the
smaller-than-average class sizes which continue to make those
bonds susceptible to downgrade.

Fitch has designated 29 loans (28.4%) as Fitch Loans of Concern,
which includes three specially serviced loans (1.4%). Fitch
expects the losses associated with the specially-serviced loans to
impact a portion of class O and the non-rated class P.

The largest contributor to Fitch-modeled losses is a specially
serviced loan (0.7%) secured by a 182 unit multifamily property
located in Reynoldsburg, OH.  The loan was transferred to special
servicing in July 2011 for delinquent payments.  The asset became
real-estate owned in January 2012.  According to the special
servicer, the strategy is to market the property once the deferred
maintenance and code violations at the property have been cured.

The second largest contributor to Fitch-modeled losses is a loan
(2.8%) secured by a portfolio of three multifamily properties
(totaling 912 units) located in Melbourne, FL; Charlotte, NC; and
Corpus Christi, TX.  The servicer-reported debt-service coverage
ratio for the portfolio has been declining due to a decrease in
base rents and an increase in operating expenses.  The portfolio
DSCR was 1.52 times (x) at year-end (YE) 2011, on a net operating
income (NOI) basis, down from 1.67x, 1.72x, and 1.94x at YE 2010,
YE 2009 and YE 2008, respectively. Current occupancy at the
underlying properties ranged from 85% to 98%.

The third largest contributor to Fitch-modeled losses is a
specially serviced loan (0.3%) secured by a 68,007 square foot
self storage property located in Beaumont, TX.  The loan was
transferred to special servicing in December 2011 for imminent
default.  The loan is being monitored by the special servicer
while additional information is being gathered and discussions
with the borrower take place.

Approximately 20.6% of the pool matures in 2013 and 58.3% in 2014.

Fitch has downgraded the following classes:

  -- $3.6 million class K to 'Bsf' from 'B+sf'; Outlook Negative;
  -- $3.6 million class L to 'CCCsf' from 'B-sf'; RE 90%;
  -- $2.4 million class N to 'CCsf' from 'CCCsf'; RE 0%;
  -- $1.2 million class O to 'Csf' from 'CCsf'; RE 0%.

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

  -- $44.3 million class A-1 at 'AAAsf'; Outlook Stable;
  -- $142.6 million class A-1-A at 'AAAsf'; Outlook Stable;
  -- $392.8 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $26.6 million class B at 'AAAsf'; Outlook Stable;
  -- $10.9 million class C at 'AAsf'; Outlook Positive;
  -- $20.5 million class D at 'Asf'; Outlook Positive;
  -- $9.7 million class E at 'A-sf'; Outlook Stable;
  -- $9.7 million class F at 'BBB+sf'; Outlook Stable;
  -- $9.7 million class G at 'BBBsf'; Outlook Stable;
  -- $10.9 million class H at 'BB+sf'; Outlook to Negative from
     Stable;
  -- $6 million class J at 'BB-sf'; Outlook to Negative from
     Stable.


CREDIT SUISSE 2005-C3: S&P Cuts Rating on Class E Cert. to 'CCC-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2005-C3, a U.S. commercial mortgage-backed securities (CMBS)
transaction. "In addition, we affirmed our 'AAA (sf)' ratings on
nine other classes from the same transaction," S&P said.

"Our rating actions follow our analysis of the credit
characteristics of the remaining collateral in the pool, the
transaction structure, and the liquidity available to the trust.
The downgrades reflect actual credit support erosion from the
liquidation of 19 assets that resulted in cumulative losses to the
trust totaling $97.6 million to date, as well as further credit
support erosion that we anticipate will occur upon the eventual
resolution of the transaction's six ($20.3 million, 1.7%)
specially serviced assets. We lowered our rating on class D to
'CCC+ (sf)' due to the class' susceptibility to future interest
shortfalls from the specially serviced assets. We lowered our
rating on class E to 'CCC- (sf)' because of accumulated interest
shortfalls outstanding for four months. Based on information from
the servicer, we expect the accumulated interest shortfalls to be
repaid within the next few months. However, if the accumulated
interest shortfalls remain outstanding, we may further lower our
rating on class E to 'D (sf)'," 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 A-X, A-SP, and A-Y 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 1.28x and a loan-to-value
(LTV) ratio of 106.3%. We further stressed the assets' cash flows
under our 'AAA' scenario to yield a weighted average DSC of 0.95x
and an LTV ratio of 136.7%. The implied defaults and loss severity
under the 'AAA' scenario were 56.4% and 32.1%. The DSC and LTV
calculations we noted above exclude the transaction's six ($20.3
million, 1.7%) special serviced assets, six ($50.7 million, 4.3%)
defeased loans, and 53 loans ($172.3 million, 14.6%) secured by
cooperative housing (co-op) properties. We separately estimated
losses for the excluded specially serviced assets and included
them in the 'AAA' scenario implied default and loss severity
figures. The co-op loans did not default under our 'AAA' scenario
due to extremely low leverage," S&P said.

                        CREDIT CONSIDERATIONS

"As of the May 17, 2012, trustee remittance report, six ($20.3
million, 1.7%) assets in the pool were with the special servicers,
LNR Partners LLC (LNR) and National Consumer Cooperative Bank
(NCB). The reported payment status of the specially serviced
assets as of the May 2012 trustee remittance report is: one ($2.9
million, 0.3%) is real estate-owned (REO), one ($7.1 million,
0.6%) is 90-plus days delinquent, one ($7.6 million, 0.6%) is 60
days delinquent, two ($2.4 million, 0.2%) are in their grace
period, and one ($293,402) is current. Appraisal reduction amounts
(ARAs) totaling $3.4 million were in effect for three of the
specially serviced assets," S&P related.

S&P noted that details for the two largest specially serviced
assets are as set forth:

- The Columns at Chicopee loan ($7.6 million, 0.6%) is the
   largest loan with the special servicer. The loan is secured by
   a 150-unit multifamily property in Gainesville, Ga. The loan
   was transferred to one of the special servicers, LNR, on March
   12, 2012, because of imminent default. The reported payment
   status of the loan is 60 days delinquent. According to LNR, its
   is proceeding with foreclosure. The reported DSC was 0.99x for
   the year ended Dec. 31, 2011, and reported occupancy was 91.0%
   as of March 2012. S&P expects a minimal loss on the resolution
   of this asset.

- The Seven Hills loan ($7.1 million, 0.6%) is secured by a
   50,153-sq.-ft. office building in Henderson, Nev. The loan was
   transferred to LNR on Jan. 9, 2012, because of imminent
   default. The reported payment status of the loan is 90-plus
   days delinquent. An ARA of $1.8 million is in effect for this
   loan.  According to LNR, it is in negotiations with the
   borrower while also proceeding with the foreclosure process.
   The reported DSC was 0.65x for the six months ended June 30,
   2011, and reported occupancy was 45.5% as of March 2012.  S&P
   expects a significant loss upon the resolution of this loan.

"The four remaining assets with the special servicers have
individual balances that represent less than 0.3% of the total
pool balance. ARAs totaling $1.6 million are in effect against two
of these assets. We estimated losses for all of these assets,
arriving at a weighted average loss severity of 32.7%," S&P said.

                       TRANSACTION SUMMARY

As of the May 17, 2012, trustee remittance report, the collateral
pool had a trust balance of $1.18 billion, down from $1.64 billion
at issuance. The pool currently includes 169 loans and one REO
asset, down from 198 loans at issuance. Six ($50.7 million, 4.3%)
loans have been defeased. The master servicers, Midland Loan
Services (Midland) and NCB, provided financial information for
98.9% (by balance) of the nondefeased loans in the pool, the
majority of which reflected full-year 2010 or full-year 2011 data.

"We calculated a weighted average DSC of 1.32x for the pool based
on the reported figures. Our adjusted DSC and LTV ratio were 1.28x
and 106.3%, which exclude the transaction's six ($20.3 million,
1.7%) specially serviced assets for which we separately estimated
losses, six ($50.7 million, 4.3%) defeased loans, and 53 co-op
loans ($172.3 million, 14.6%). Thirty-four loans ($387.7 million,
32.8%), including four of the top 10 loans secured by real estate
in the pool, are on the master servicers' combined watchlist.
Forty-six ($301.2 million, 25.5%) loans have a reported DSC below
1.10x, 36 ($271.1 million, 22.9%) of which have a reported DSC
below 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 $475.9 million (40.2%). Using
servicer-reported numbers, we calculated a weighted average DSC of
1.26x for the top 10 loans. Our adjusted DSC and LTV ratio for the
top 10 loans were 1.18x and 117.0%. Four of the top 10 loans
($246.2 million, 20.8%) in the pool are on the master servicers'
combined watchlist," S&P said.

"The San Diego Office Park loan ($133.0 million, 11.3%), the
largest loan in the pool, is on the master servicers' combined
watchlist due to a low reported DSC, which was 0.75x for year-end
2010. The loan is secured by a class A office and research and
development complex totaling 644,540 sq. ft. in Northern San
Diego, Calif. The occupancy was 82.3%, according to the October
2011 rent roll," S&P said.

"The Occ Ziff Portfolio loan ($51.0 million, 4.3%), the third-
largest loan in the pool, is on the master servicers' combined
watchlist due to its May 11, 2012, maturity. The loan is secured
by a portfolio of eight limited service hotels totaling 959 rooms
located in Kentucky and Ohio. According to the master servicer,
the borrower has indicated that the properties are currently under
contract. The reported DSC and occupancy for the year ended Dec.
31, 2011 were 1.58x and 67%," S&P said.

"The Villages at Montpelier loan ($40.9 million, 3.5%), the
fourth-largest loan in the pool, is on the master servicers'
combined watchlist due to a low reported DSC, which was 1.11x for
the nine months ended Sept. 30, 2011. The loan is secured by a 48-
building, 520-unit, class B garden-apartment complex totaling 520
units in Laurel, Md. Occupancy was 95.4%, according to the
December 2011 rent roll," S&P said.

"The Center of Winter Park loan ($21.3 million, 1.8%), the ninth-
largest loan in the pool, is on the master servicers' combined
watchlist due to a covenant compliance violation concerning a
springing of the lockbox following the occurrence of a cash trap
period. The loan is secured by a retail center totaling 258,885
sq. ft. in Orlando, Fla. Reported DSC was 1.22x as of year-end
2011, and reported occupancy was 95.6% as of September 2011," S&P
said.

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATINGS LOWERED

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-C3

             Rating
Class  To              From           Credit enhancement (%)
A-J    BBB-(sf)        BBB+ (sf)                        8.03
B      BB- (sf)        BBB (sf)                         5.09
C      B+ (sf)         BB (sf)                          3.71
D      CCC+ (sf)       B+ (sf)                          2.50
E      CCC- (sf)       CCC+ (sf)                        1.11

RATINGS AFFIRMED

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-C3

Class    Rating                Credit enhancement (%)
A-2      AAA (sf)                              33.29
A-3      AAA (sf)                              33.29
A-AB     AAA (sf)                              33.29
A-4      AAA (sf)                              33.29
A-1-A    AAA (sf)                              33.29
A-M      AAA (sf)                              19.45
A-X      AAA (sf)                                N/A
A-SP     AAA (sf)                                N/A
A-Y      AAA (sf)                                N/A

N/A-Not applicable.


CREDIT SUISSE 2007-C2: Moody's Cuts Ratings on 3 Notes to 'C'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 12 classes,
confirmed five classes and affirmed three classes of Credit Suisse
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2007-C2 as follows:

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

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

Cl. A-3, Confirmed at Aaa (sf); previously on Mar 8, 2012 Aaa (sf)
Placed Under Review for Possible Downgrade

Cl. A-1-A, Confirmed at Aaa (sf); previously on Mar 8, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-M, Downgraded to A3 (sf); previously on Mar 8, 2012
Downgraded to Aa2 (sf) and Placed Under Review for Possible
Downgrade

Cl. A-MFL, Downgraded to A3 (sf); previously on Mar 8, 2012
Downgraded to Aa2 (sf) and Placed Under Review for Possible
Downgrade

Cl. A-J, Downgraded to B2 (sf); previously on Mar 8, 2012
Downgraded to Ba1 (sf) and Placed Under Review for Possible
Downgrade

Cl. B, Downgraded to Caa1 (sf); previously on Mar 8, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. C, Downgraded to Caa2 (sf); previously on Mar 8, 2012
Downgraded to B1 (sf) and Placed Under Review for Possible
Downgrade

Cl. D, Downgraded to Caa3 (sf); previously on Mar 8, 2012
Downgraded to B2 (sf) and Placed Under Review for Possible
Downgrade

Cl. E, Downgraded to Caa3 (sf); previously on Mar 8, 2012
Downgraded to B3 (sf) and Placed Under Review for Possible
Downgrade

Cl. F, Downgraded to Caa3 (sf); previously on Mar 8, 2012
Downgraded to Caa1 (sf) and Placed Under Review for Possible
Downgrade

Cl. G, Downgraded to Caa3 (sf); previously on Mar 8, 2012
Downgraded to Caa2 (sf) and Placed Under Review for Possible
Downgrade

Cl. H, Confirmed at Caa3 (sf); previously on Mar 8, 2012
Downgraded to Caa3 (sf) and Placed Under Review for Possible
Downgrade

Cl. J, Confirmed at Caa3 (sf); previously on Mar 8, 2012 Caa3 (sf)
Placed Under Review for Possible Downgrade

Cl. K, Downgraded to C (sf); previously on Mar 8, 2012 Ca (sf)
Placed Under Review for Possible Downgrade

Cl. L, Downgraded to C (sf); previously on Mar 8, 2012 Ca (sf)
Placed Under Review for Possible Downgrade

Cl. M, Downgraded to C (sf); previously on Mar 8, 2012 Ca (sf)
Placed Under Review for Possible Downgrade

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

Cl. A-X, Confirmed at Ba3 (sf); previously on Mar 8, 2012 Ba3 (sf)
Placed Under Review for Possible Downgrade

Ratings Rationale

The downgrades are due to increased expected losses due to
realized and expected losses from specially serviced and troubled
loans as well as interest shortfalls.

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

On March 8, 2012 Moody's placed 17 classes on review for possible
downgrade. This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
9.8% of the current pooled balance compared to 8.0% at last full
review. Moody's provides a current list of base expected losses
for conduit and fusion CMBS transactions on moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of 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 U.S. CMBS Conduit Transactions " published in September
2000 and "Moody's Approach to Rating Structured Finance Interest-
Only Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 25, the same as at last full review.

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

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

Deal Performance

As of the May 17, 2012 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 10% to $3.0
billion from $3.3 billion at securitization. The Certificates are
collateralized by 204 mortgage loans ranging in size from less
than 1% to 14% of the pool, with the top ten loans representing
43% of the pool. The pool does not contain any loans with credit
estimates or defeased loans.

Thirty-eight loans, representing 12% of the pool, are on the
master servicer's watchlist. The watchlist includes loans which
meet certain portfolio review guidelines established as part of
the CRE Finance Council (CREFC) monthly reporting package. As part
of its ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Nine loans have been liquidated from the pool, resulting in an
aggregate realized loss of $52 million (53% average loss
severity). Loan modifications with principal forgiveness increased
the deal's total realized losses to $68 million. Realized losses
totaled $27.3 million at Moody's prior review. Twenty loans,
representing 25% of the pool, are currently in special servicing.

The largest specially serviced loan is the Alliance SAFD -- PJ
Loan, which is secured by 32 multifamily properties located in
Texas, Florida, Tennessee, Georgia and Arizona. The loan recently
underwent a complex modification. The original $475 million A-note
was bifurcated into a $423 million A-note and $52 million B-note.
A $28 million C-note was also created, which increased the
collateral's hard debt to $503 million. The C-note is primarily
composed of capitalized accrued bankruptcy interest and a portion
of the difference between the contract interest rate and the
reduced modified interest rate. The borrower contributed
approximately $23 million of new equity to fund capital
improvements, replacement, leasing and other reserves as well as
to pay special servicing fees, modification fees and reimburse
some bankruptcy costs . The maturity date was extended to January
11, 2020. The modification will cause an increase in interest
shortfalls as neither the B or C-note accrue interest and the A-
note received a tiered rate reduction. The A-note rate was reduced
from 5.365% to 3.0% in year one. The rate gradually increases and
reverts back to the 5.365% contract rate in year six. The
modification will cause approximately $1 million of monthly
interest shortfalls in year one.

The servicer has recognized an aggregate $239 million appraisal
reduction for 19 of the 20 specially serviced loans, while Moody's
has estimated an aggregate $123 million loss for all of the
specially serviced loans. The deal's total cumulative appraisal
reductions are $243 million because two loans that were previously
in special servicing have appraisal reduction.

Moody's has assumed a high default probability for 22 poorly
performing loans representing 7% of the pool and has estimated a
$84 million aggregate loss (15% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and full or partial year
2011 operating results for 98% and 97% of the conduit,
respectively. The conduit portion of the pool excludes specially
serviced and troubled loans. Moody's weighted average conduit LTV
is 117% compared to 158% at Moody's prior full review. Moody's net
cash flow reflects a weighted average haircut of 11% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.0%.

Moody's actual and stressed conduit DSCRs are 1.53X and 0.86X,
respectively, compared to 1.26X and 0.83X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

Based on the most recent remittance statement, Classes AJ through
S have experienced cumulative interest shortfalls totaling $21
million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced and troubled loans. Interest shortfalls are
caused by special servicing fees, including workout and
liquidation fees, appraisal subordinate entitlement reductions
(ASERs), extraordinary trust expenses, loan modifications that
include either an interest rate reduction or a non-accruing note
component, and non-recoverability determinations made by the
servicer that involve a clawback for previously made advances.

The top three performing loans represent 18% of the pool balance.
The largest loan is the 599 Lexington Avenue Loan ($300 million --
10.1% of the pool), which is secured by a 1 million square foot
(SF) office building located in Midtown Manhattan in New York
City. The loan represents a 40% pari-passu interest in a $750
million loan. The property was 96% leased as of September 2011,
which is the same as at last review. Less than 2% of the
property's leases expire over the next three years. Moody's
expects performance to improve due to rent step provisions in the
leases. Moody's LTV and stressed DSCR are 131% and 0.7X,
respectively, compared to 129% and 0.71X at last review.

The second largest loan is the Two North LaSalle Loan ($127
million -- 4.3% of the pool), which is secured by a 700,000 SF
office property located in Chicago's Central Loop submarket. The
property has demonstrated a downward leasing trend: the property
was 99% leased at securitization, 94% leased at 2010 YE and 88%
leased at 2011 YE. The decline in occupancy has caused a slight
decline in overall performance, however, only 1% of the current
leases expire in 2012. Moody's LTV and stressed DSCR are 127% and
0.79X, respectively, compared to 126% and 0.79X at last review.

The third largest loan is the Park Central Loan ($115 million --
3.8% of the pool), which is secured by a 554,000 SF Class A office
located in downtown Denver, Colorado. The loan was in special
servicing at last full review, but has since been modified and
returned to the master servicer. The loan modification included a
requirement that the borrower fund a $10 million tenant
improvement and leasing commision (TI/LC) reserve in conjunction
with signing a new lead tenant, Bridgepoint Education. The
building is now fully leased with minimal (3%) lease rollover in
2012-13. Property performance is expected to improve after
Bridgepoint's rent concession ends in 2H2013. The loan's coupon
was also split into a current pay rate and an accrual rate, which
is causing a recurring monthly shortfall of over $150,000. Moody's
LTV and stressed DSCR are 126% and 0.75X compared to 124% and
0.81X at last review.


CREST G-STAR: Fitch Affirms 'Csf' Rating on Two Note Classes
------------------------------------------------------------
Fitch Ratings has affirmed four classes issued by Crest G-Star
2001-1, LP.

Since Fitch's last rating action in June 2011, approximately 33.6%
of the collateral has been downgraded and 13.5% has been upgraded.
Currently, 69.7% of the portfolio has a Fitch derived rating below
investment grade and 62.6% has a rating in the 'CCC' category and
below. Over this period, the class B notes have received $18.2
million in paydowns, while the transaction has realized losses of
approximately $9.3 million. The paydowns are due to principal
repayments from the underlying collateral as well as the
redirection of interest proceeds due to the failure of the class B
principal coverage test.

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

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

The Stable Outlook on the class B notes reflects Fitch's
expectation that the notes will continue to delever. Fitch does
not assign Outlooks to classes rated 'CCC' and below.

Crest G-Star 2001-1 is a static collateralized debt obligation
(CDO) that closed on Dec. 18, 2001. The current portfolio consists
of 99.6% commercial mortgage-backed securities from the 1998
through 2001 vintages and 0.4% commercial real estate loans.
Fitch has affirmed the following classes as indicated:

-- $40,311,149 class B-1 notes at 'Bsf'; Outlook to Stable from
    Negative;

-- $10,080,146 class B-2 notes at 'Bsf'; Outlook to Stable from
    Negative;

-- $22,353,554 class C notes at 'Csf';

-- $17,245,930 class D notes at 'Csf'.


CSFB MANUFACTURED 2002-MH3: S&P Cuts Rating on Class M-2 to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of certificates issued from CSFB Manufactured Housing
Pass-Through Certificates series 2001-MH29 and 2002-MH3. "At the
same time, we affirmed our ratings on three certificates from
series 2001-MH29," S&P said.

"The lowered ratings reflect our view that the available credit
enhancement is no longer sufficient to support our previous
ratings given our expected cumulative net losses. We attribute the
higher-than-initially expected level of losses and deterioration
in available credit enhancement to the weak performance trends
associated with the underlying pool of manufactured housing
contracts originated by CIT Group/Sales Financing Inc.," S&P said.

"The affirmed ratings on the class A, M-1, and B-1 certificates
from the 2001-MH29 series reflect our view that the total credit
support as a percent of the amortizing pool balances, compared
with our revised expected remaining cumulative net losses, is
sufficient to support the current ratings," S&P said.

"As of the April 2012 distribution date, series 2001-MH29 had
experienced current cumulative net losses of 16.33% after 125
months of performance and had a pool factor of 25.13%. Series
2002-MH3 had experienced cumulative net losses of 14.78% after 120
months of performance and had a pool factor of 29.58%. Based on
the paydown rate, which has decreased slightly, versus the rate at
which losses are being incurred, we have increased our loss
expectation for both series to 22.00%-23.00% (see table 1)," S&P
said.

Table 1
Collateral Performance (%)
As of April 2012 distribution

                                  Former        Revised
                  Pool    Current lifetime      lifetime
Series       Mo.  Factor  CNL(i)  CNL exp.      CNL exp.
2001-MH29    125  25.13   16.33   20.00-21.00   22.00-23.00
2002-MH3     120  29.58   14.78   18.50-19.50   22.00-23.00

CNL-cumulative net loss

"Higher-than-expected losses have resulted in principal write-
downs to the class B-2 certificates from each transaction. As a
result of the principal write-downs and a relatively small amount
of monthly excess spread, the class B-1 has experienced periodic
interest shortfalls. As such, we lowered our rating on the B-1
certificates to 'D (sf)' in September 2011. Since that time, class
B-1 has made up all missed and accrued interest payments. However,
our rating on class B-1 remains 'D (sf)' because, in our opinion,
there is a likelihood that there will be additional interest
shortfalls in the future. There is also the possibility that the
class will not be paid off at final maturity," S&P said.

"According to the transaction documents, each transaction was
structured with overcollateralization, excess spread, and
subordination for the more senior classes. As a result of the
higher-than-expected losses, the overcollateralization for each
transaction has been fully depleted to zero, and the subordinated
class B-2 certificate from each transaction is experiencing
principal write-downs. Table 2 summarizes current credit
enhancement levels for each class," S&P said.

Table 2
Hard Credit Support
As of the April 2012 distribution
                    Current
                    total hard
                    credit support(i)
Series       Class  (% of current)
2001-MH29    A      77.09
2001-MH29    M-1    47.29
2001-MH29    M-2    23.42
2001-MH29    B-1     3.60
2002-MH3     A      56.77
2001-MH3     M-1    34.80
2001-MH3     M-2    16.23
2001-MH3     B-1     0.16

(i)Consists of subordination for the higher rated tranches.

"In our opinion, the total credit support, as a percent of the
amortizing pool balance, compared with our revised expected
remaining losses, is adequate for each of the affirmed and lowered
ratings," S&P said.

"We will continue to monitor the performance of these transactions
to ensure that the credit enhancement remains sufficient, in our
view, to cover our loss expectations under our stress scenarios
for each of the rated classes," S&P said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATINGS LOWERED

CSFB Manufactured Housing Pass-Through Certificates
                         Rating
Series      Class     To         From
2001-MH29    M-2      B+(sf)     BB(sf)
2002-MH3     A        AA-(sf)    AA(sf)
2002-MH3     M-1      BB+(sf)    A-(sf)
2002-MH3     M-2      B-(sf)     BB-(sf)

RATINGS AFFIRMED

CSFB Manufactured Housing Pass-Through Certificates
Series      Class      Rating
2001-MH29   A          AAA (sf)
2001-MH29   M-1        A (sf)
2001-MH29   B-1        CCC- (sf)

OTHER OUTSTANDING RATING

CSFB Manufactured Housing Pass-Through Certificates
Series      Class      Rating
2002-MH3    B-1        D (sf)


CWABS INC 2003-2: Moody's Lowers Ratings on Two Tranches to 'C'
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches and upgraded the ratings of two tranches from CWABS, Inc.
Asset-Backed Certificates, Series 2003-2, 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 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.

The above mentioned approach "Pre-2005 US RMBS Surveillance
Methodology" is adjusted slightly when estimating losses on pools
left with a small number of loans to account for the volatile
nature of small pools. Even if a few loans in a small pool become
delinquent, there could be a large increase in the overall pool
delinquency level due to the concentration risk. To project losses
on pools with fewer than 100 loans, Moody's first estimates a
"baseline" average rate of new delinquencies for the pool that is
dependent on the vintage of loan origination (11% for all vintages
2004 and prior). The baseline rates are higher than the average
rate of new delinquencies for larger pools for the respective
vintages.

Once the baseline rate is set, further adjustments are made based
on 1) the number of loans remaining in the pool and 2) the level
of current delinquencies in the pool. The volatility of pool
performance increases as the number of loans remaining in the pool
decreases. Once the loan count in a pool falls below 75, the rate
of delinquency is increased by 1% for every loan less than 75. For
example, for a pool with 74 loans from the 2004 vintage, the
adjusted rate of new delinquency would be 11.11%. In addition, if
current delinquency levels in a small pool is low, future
delinquencies are expected to reflect this trend. To account for
that, the rate calculated above is multiplied by a factor ranging
from 0.85 to 2.25 for current delinquencies ranging from less than
10% to greater than 50% respectively. Delinquencies for subsequent
years and ultimate expected losses are projected using the
approach described in the methodology publication listed above.

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

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

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market. Moody's
Macroeconomic Board still expects below-trend growth for the US
economy for 2012, with the unemployment rate remaining high
between 8% and 9% and home prices dropping another 1% from their
4Q 2011 levels.

Complete rating actions are as follows:

Issuer: CWABS, Inc., Asset-Backed Certificates Series 2003-2

Cl. 3-A, Upgraded to B1 (sf); previously on Mar 17, 2011
Downgraded to B3 (sf)

Cl. 4-A, Upgraded to Baa1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Downgraded to C (sf); previously on Mar 17, 2011
Downgraded to Ca (sf)

Cl. M-2, Downgraded to C (sf); previously on Mar 17, 2011
Downgraded to Ca (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF282536

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


CWABS INC 2004-BC2: Moody's Lowers Ratings on Two Tranches to 'C'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches, upgraded the rating of one tranche, and confirmed the
rating of one tranche from CWABS, Inc., Asset-Backed Certificates,
Series 2004-BC2.

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.

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 76, the rate
of delinquency is increased by 1% for every loan less than 76. For
example, for a pool with 75 loans from the 2004 vintage, the
adjusted rate of new delinquency would be 11.11%. In addition, if
current delinquency levels in a small pool is low, future
delinquencies are expected to reflect this trend. To account for
that, the rate calculated above is multiplied by a factor ranging
from 0.85 to 2.25 for current delinquencies ranging from less than
10% to greater than 50% respectively. Delinquencies for subsequent
years and ultimate expected losses are projected using the
approach described in the methodology publication listed above.

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

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

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market. Moody's
Macroeconomic Board still expects below-trend growth for the US
economy for 2012, with the unemployment rate remaining high
between 8% and 9% and home prices dropping another 1% from their
4Q 2011 levels.

Complete rating actions are as follows:

Issuer: CWABS, Inc., Asset-Backed Certificates, Series 2004-BC2

Cl. M-2, Upgraded to A3 (sf); previously on Mar 17, 2011
Downgraded to Baa3 (sf)

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

Cl. M-5, Downgraded to C (sf); previously on Mar 17, 2011
Downgraded to Ca (sf)

Cl. B, Downgraded to C (sf); previously on Mar 17, 2011 Downgraded
to Ca (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF282523

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


DBUBS 2011-LC2: Moody's Affirms 'B3' Ratings on Two Note Classes
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 15 classes of
DBUBS 2011-LC2 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Jun 29, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-1FL, Affirmed at Aaa (sf); previously on Jun 29, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-1C, Affirmed at Aaa (sf); previously on Jun 29, 2011
Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Jun 29, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-3FL, Affirmed at Aaa (sf); previously on Jun 29, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-3C, Affirmed at Aaa (sf); previously on Jun 29, 2011
Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jun 29, 2011
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa2 (sf); previously on Jun 29, 2011 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at A2 (sf); previously on Jun 29, 2011 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed at Baa3 (sf); previously on Jun 29, 2011
Definitive Rating Assigned Baa3 (sf)

Cl. E, Affirmed at Ba3 (sf); previously on Jun 29, 2011 Definitive
Rating Assigned Ba3 (sf)

Cl. F, Affirmed at B3 (sf); previously on Jun 29, 2011 Definitive
Rating Assigned B3 (sf)

Cl. FX, Affirmed at B3 (sf); previously on Jun 29, 2011 Definitive
Rating Assigned B3 (sf)

Cl. X-A, Affirmed at Aaa (sf); previously on Jun 29, 2011
Definitive Rating Assigned Aaa (sf)

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

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
2.0% of the current balance. Moody's provides a current list of
base losses for conduit and fusion CMBS transactions on moodys.com
at:

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

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

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

Primary sources of assumption uncertainty are the extent of 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 Fusion U.S. CMBS Transactions" published in April 2005, and
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 22, the same as at securitization.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's initial ratings are
summarized in a press release dated June 29, 2011.

Deal Performance

As of the May 11, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 1% to $2.13 billion
from $2.14 billion at securitization. The Certificates are
collateralized by 67 mortgage loans ranging in size from less than
1% to 10% of the pool, with the top ten loans representing 57% of
the pool. The pool contains one loan with an investment grade
credit estimate, representing 1% of the pool.

The pool has not experienced any losses. There are no loans on the
master servicer's watchlist or in special servicing.

Moody's was provided with full year 2011 operating results for 81%
of the pool. Excluding the credit estimate loan, Moody's weighted
average LTV is 93% compared to 94% at securitization. Moody's net
cash flow reflects a weighted average haircut of 9% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.3%.

Excluding the credit estimate loan, Moody's actual and stressed
DSCRs are 1.50X and 1.10X, respectively, compared to 1.49X and
1.08X at securitization. Moody's actual DSCR is based on Moody's
net cash flow (NCF) and the loan's actual debt service. Moody's
stressed DSCR is based on Moody's NCF and a 9.25% stressed rate
applied to the loan balance.

The loan with a credit estimate is the Angelica Portfolio Loan
($24.1 million -- 1.1% of the pool), which is secured by 12 light
industrial facilities located in eight states and 100% occupied by
Angelica Corporation under a 20-year lease which expires in March
2030. The average age of the properties is 23 years. Performance
has remained stable since securitization and Moody's utilized a
Lit/Dark analysis when analyzing these assets. Moody's credit
estimate and stressed DSCR are Baa2 and 1.44X, respectively,
compared to Baa2 and 1.42X at securitization.

The top three conduit loans represent 30% of the pool. The largest
conduit loan is the US Steel Tower Loan ($217.3 million
-- 10.2% of the pool), which is secured by a 64-story, Class A
office building located downtown Pittsburgh, Pennsylvania and is
the tallest building in the city. The property serves as the
headquarters for US Steel and the University of Pittsburgh Medical
Center (UPMC). Physical occupancy and leasing are 96% and 98%,
respectively, compared to 93% and 96% at securitization. The
discrepancy between the area occupied vs leased is due to a five
phase leasing plan for UPMC. Moody's took this into account during
its current analysis and at securitization. Moody's LTV and
stressed DSCR are 95% and 1.06X, respectively, compared to 96% and
1.04X at securitization.

The second largest conduit loan is the Willowbrook Mall Loan
($211.8 million -- 10.0% of the pool), which is secured by the
400,466 square foot (SF) in-line component of a 1.4 million SF
regional mall located in Houston, Texas. Anchors include
Dillard's, Macy's/Macy's Men and Furniture, Sears, and J.C.
Penney, all of which own their own improvements and are not part
of the collateral. Occupancy was 98% as of March 2012 compared to
97% at securitization. There has been tenant turnover, however new
leases have been signed. This is expected to continue through the
loan term as 100% of the leases expire during the loan term.
Moody's LTV and stressed DSCR are 99% and 0.93X, respectively, the
same as at securitization.

The third largest conduit loan is the 498 7th Avenue Loan ($200.0
million -- 9.4% of the pool), which is secured by a 25-story,
Class A-/B+ office building located in between 36th and 37th
Street in the Garment District of New York City. Tenants include
GroupM Worldwide (41% of NRA, lease expiration 11/2018), LN
Holdings (22%, lease expiration 1/2019), Norton McNaughton of
Squire (8%, lease expiraton 12/2018). Performance has improved
slightly since securitization due to increases in base rents.
Moody's LTV and stressed DSCR are 79% and 1.2X, respectively,
compared to 84% and 1.13X at securitization.


DLJ COMMERCIAL: Fitch Lowers Rating on $8.9MM Certificates to Csf
-----------------------------------------------------------------
Fitch Ratings has upgraded one, downgraded one and affirmed five
classes of DLJ Commercial Mortgage Corporation 1999-CG3,
commercial mortgage pass-through certificates.

The upgrade is due to pay down since the last rating action
leaving class B-3 completely backed by defeased collateral.  The
downgrade is a result of expected losses from valuations on
specially serviced loans.

As of the May 2012 distribution date, the pool's certificate
balance has paid down 92.3% to $29.4 million from $899.2 million.
The expected losses of the original pool are at 4.97%, which
includes 4.45% to date.  In addition, cumulative interest
shortfalls totaling $3.1 million are affecting classes B-6 through
D.

There are 10 remaining loans from the original 160 loans at
issuance.  Of the remaining loans, two loans (16.1%) are defeased
and four are specially serviced, which includes two real estate
owned (REO) assets.

The largest contributor to losses is a REO asset secured by a
90,070 square foot office building located Erlanger, KY, 10 miles
from the Cincinnati airport.  The loan transferred to special
servicing in May 2009 due to imminent default and became real
estate owned (REO) in December 2010. The special servicer reports
the property is 60.4% occupied as of March 2012.

The second contributor to losses is a REO asset secured by a 43
unit multifamily apartment building located in Houston, TX. The
loan transferred to special servicing in July 2009 for imminent
maturity default.  The borrower tried to refinance the property
and was unsuccessful.  The property became REO via foreclosure in
November 2011 and is currently listed for sale.  As of March 2012,
the property was 77% occupied as reported by the special servicer.

Fitch upgrades the following class as indicated:

  -- $2 million class B-3 to 'AAAsf' from 'AA-sf'; Outlook Stable.


Fitch downgrades the following class and assigns Recovery Estimate
(RE) as indicated:

  -- $8.9 million class B-5 to 'Csf' from 'CCsf'; RE 100%.

Fitch affirms the following classes and assigns Recovery Estimate
(RE) as indicated:

  -- $13.4 million class B-4 at 'CCCsf'; RE 100%;
  -- $4.9 million class B-6 at 'Dsf'; RE 5%;
  -- Class B-7 at 'Dsf'; RE 0%;
  -- Class B-8 at 'Dsf'; RE 0%;
  -- Class C at 'Dsf'; RE 0%.

Fitch does not rate class D.

Classes A-1A, A-1B, A-1C, A-2, A-3, A-4, A-5, B-1 and B-2 have
paid in full.

Fitch has previously withdrawn the rating on the interest-only
class S.


EQUINOX FUNDING: Moody's Raises Rating on $22.5MM Notes to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the following
notes issued by Equinox Funding.

U.S.$22,500,000 Class B Floating Rate Notes Due 2012 (current
outstanding balance of $1,513,573.67), Upgraded to Ba1 (sf);
previously on December 21, 2009 Downgraded to Ca (sf);

Ratings Rationale

According to Moody's, the rating action taken on the notes is
primarily due to the deleveraging of the Class B notes and the
significant likelihood that this note will be repaid in full.
Since the last rating action in December 2009, the Class B notes
have been paid down by approximately 93%, or $20.99 million and
the remaining balance of $1.51 million is over collateralized by
cash and two assets rated Ba1 and Caa2, respectively.

Equinox Funding, issued in May 2000, is a collateralized debt
obligation backed primarily by a portfolio of CLO and CBO tranches
originated between 1999 and 2000.

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

Due to the deal's low diversity score and lack of granularity,
Moody's did not use a cash flow model to analyze the default and
recovery properties of the collateral pool. Instead, Moody's
analyzed the transaction by assessing the ratings impact of
potential credit events. Due to the deal's low diversity score and
lack of granularity, Moody's replaced its typical Binomial
Expansion Technique analysis with individual scenario analysis.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by uncertainties of credit
conditions in the general economy.


FALCON FRANCHISE: Moody's Upgrades Rating on Cl. F Certs. to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of seven
certificates, and confirmed ratings on four certificates from
Falcon Franchise Loan Trust 2000-1 and Falcon Auto Dealership LLC,
Series 2001-1. Moody's has also downgraded the Class IO
certificates from these two transactions, along with the IO
certificate from Falcon Auto Dealership LLC, Series 2003-1. The
complete rating actions are as follows:

Issuer: Falcon Auto Dealership LLC, Series 2001-1

Class A-2, Upgraded to Aaa (sf); previously on Mar 30, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Class B, Upgraded to Baa1 (sf); previously on Mar 30, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Class C, Upgraded to Ba2 (sf); previously on Mar 30, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Class D, Confirmed at Ca (sf); previously on Mar 30, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Class E, Confirmed at C (sf); previously on Mar 30, 2012 C (sf)
Placed Under Review for Possible Upgrade

Class IO, Downgraded to Caa1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Issuer: Falcon Franchise Loan Trust 2000-1

Class A-2, Upgraded to A3 (sf); previously on Mar 30, 2012 Baa2
(sf) Placed Under Review for Possible Upgrade

Class B, Upgraded to Baa3 (sf); previously on Mar 30, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Class C, Upgraded to B1 (sf); previously on Mar 30, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Class D, Confirmed at B3 (sf); previously on Mar 30, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Class E, Confirmed at Ca (sf); previously on Mar 30, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

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

Class F, Upgraded to Ca (sf); previously on Mar 30, 2012 C (sf)
Placed Under Review for Possible Upgrade

Issuer: Falcon Auto Dealership LLC, Series 2003-1

Class IO, Downgraded to Caa2; previously on Feb 22, 2012 B1 Placed
Under Review for Possible Downgrade

Ratings Rationale

The certificates are backed by franchise loans made to automobile
dealerships. The rating actions are driven by stable performance
of the collateral properties combined with substantial
deleveraging within the past year due to prepayments. Due to the
sequential payment waterfall in these deals, these large
prepayments have allowed for the rapid build-up of subordination
protecting senior noteholders, and subordination levels became
high relative to the previous ratings in these deals.The 2000-1
transaction benefited from prepayments of roughly $1.6 million
within the last year, and the 2001-1 transaction benefited from
prepayments totaling roughly $18 million.

Improving financial trends in the auto-dealership industry in
recent years have strengthened performance of the collateral
properties in both transactions. As of the May 25th payment date,
the 2000-1 transaction has no delinquent loans, and the 2001-1
transaction has only one loan 60 days past due, representing 7% of
the outstanding pool balance.

The credit profiles of major automobile manufacturers including
Ford Motor Company and General Motors Company, which represent a
substantial portion of these pools, have also improved since the
recession and will further reduce performance volatility in the
near term.

Methodology

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

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

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


GE CAPITAL 2002-1: Fitch Affirms Rating on Eight Note Classes
-------------------------------------------------------------
Fitch Ratings has affirmed eight classes of GE Capital Commercial
Mortgage Corp., commercial mortgage pass-through certificates,
series 2002-1 (GECCMC 2002-1).

The affirmations are due to sufficient credit enhancement after
consideration for expected losses from the specially serviced
loans.  As of the May 2012 distribution date, the pool's
certificate balance has been reduced by 91.2% (including 0.65% in
realized losses) to $91 million from $1.04 billion at issuance.

Although credit enhancement has increased, the pool has become
more concentrated, with adverse selection of concern.  There are
only 13 loans remaining, eight of which (49% of the pool) are in
special servicing.  There are cumulative interest shortfalls in
the amount of $3.1 million currently affecting classes M through
P.

The largest contributor to Fitch-modeled losses is a specially-
serviced loan (18.2%) secured by a 415-unit multifamily complex
located in Lithonia, GA.  The loan transferred to special
servicing in November 2009 due to monetary default.  The loan is
currently real-estate owned (REO).  The special servicer is
focusing on leasing prior to listing the property for sale.

Fitch affirms the following classes as indicated:

  -- $6.9 million class G at 'AAsf'; Outlook to Stable from
     Positive;
  -- $10.4 million class H at 'A+sf'; Outlook to Stable from
     Positive;
  -- $18.2 million class J at 'A-sf'; Outlook Stable;
  -- $16.9 million class K at 'BBBsf'; Outlook Stable;
  -- $6.5 million class L at 'BBsf'; Outlook Negative;
  -- $7.8 million class M at 'Bsf'; Outlook Negative;
  -- $10.4 million class N at 'Csf'; RE 90%;
  -- $5.2 million class O at 'Csf'; RE 0%.

Classes X-2, A-1 through A-3 and B through F have paid in full.
Fitch does not rate class P.  Fitch previously withdrew the rating
on class X-1.


GE CAPITAL 2003-C1: Moody's Cuts Ratings on 2 Note Classes to 'C'
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of twelve classes
and downgraded four classes of GE Capital Commercial Funding
Corp., Commercial Mortgage Pass-Thru Certificates, Series 2003-C1
as follows:

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

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

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

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

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

Cl. E, Affirmed at Aa1 (sf); previously on Mar 9, 2011 Confirmed
at Aa1 (sf)

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

Cl. G, Affirmed at A1 (sf); previously on Dec 9, 2010 Upgraded to
A1 (sf)

Cl. H, Affirmed at Baa1 (sf); previously on Dec 9, 2010 Confirmed
at Baa1 (sf)

Cl. J, Affirmed at Ba1 (sf); previously on Dec 9, 2010 Confirmed
at Ba1 (sf)

Cl. K, Affirmed at Ba2 (sf); previously on Dec 9, 2010 Confirmed
at Ba2 (sf)

Cl. L, Downgraded to Caa1 (sf); previously on Dec 9, 2010
Downgraded to B3 (sf)

Cl. M, Downgraded to Caa2 (sf); previously on Dec 9, 2010
Downgraded to Caa1 (sf)

Cl. N, Downgraded to C (sf); previously on Dec 9, 2010 Downgraded
to Caa3 (sf)

Cl. O, Downgraded to C (sf); previously on Dec 9, 2010 Downgraded
to Ca (sf)

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

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
4.1% of the current balance compared to 2.9% at last review. The
difference is attributable to an increased number of loans in
special servicing and higher forecast losses from those loans.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a pay down analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 37, down from 40 at last review.

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

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

Deal Performance

As of the May 10, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 44% to $665.1
million from $1.2 billion at securitization. The Certificates are
collateralized by 101 mortgage loans ranging in size from less
than 1% to 6% of the pool, with the top ten loans, excluding
defeasance, representing 30% of the pool. Twenty-three loans,
representing 26% of the pool, have defeased and are secured by
U.S. government securities. There are no loans with investment
grade credit estimates.

There are 22 loans, representing 32% of the pool, that are on the
master servicer's watchlist compared to 23 loans, representing 23%
of the pool, at last review. The watchlist includes loans which
meet certain portfolio review guidelines established as part of
the CRE Finance Council (CREFC) monthly reporting package. As part
of its ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Six loans have been liquidated from the pool since securitization
resulting in realized losses totaling $16.9 million (average loss
severity of 34%); the same as at last review. There are currently
five loans, representing 4% of the pool, in special servicing
compared to two loans, representing 1% of the pool, at last
review. Moody's has estimated an aggregate $11.5 million loss (40%
expected loss) for the five specially serviced loans. At last
review, the total estimated loss for the two loans in special
servicing was $5.2 million (53% expected loss on average).

Moody's has assumed a high default probability for seven poorly
performing loans representing 6% of the pool and has estimated a
$7.2 million aggregate loss (18% expected loss based on a 50%
probability of default) from these troubled loans.

Moody's was provided with full year 2010 and partial year 2011
operating results for 98% of the performing pool. Excluding
specially serviced and troubled loans, Moody's weighted average
LTV is 86% compared to 84% at last full review. Moody's net cash
flow reflects a weighted average haircut of 10.9% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.3%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.32X and 1.26X, respectively, compared to
1.38X and 1.29X, respectively, at last full review. Moody's actual
DSCR is based on Moody's net cash flow (NCF) and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stressed rate applied to the loan balance.

The top three performing loans represent 14.4% of the pool
balance. The largest loan is the 801 Market Street Loan ($38.1
million -- 5.7% of the pool), which is secured by a 370,000 square
foot (SF) office condominium situated within a 1.0 million SF
office building located in Philadelphia, Pennsylvania. The
condominium includes part of the basement, ground floor retail and
all of floors seven through 13. The office building was built in
1928 and renovated in 2002. The building is located in the Market
Street East office market of Center City Philadelphia. The
property was 99% leased as of December 2011, the same as last
review. Leases representing close to 50% of the net rentable area
(NRA) expire before loan maturity. Moody's analysis reflects a
stressed cash flow to capture potential releasing risk. Moody's
LTV and stressed DSCR are 103% and 1.05X, respectively, compared
to 79% and 1.36X at last review.

The second largest loan is the Centennial Center I Loan ($36.2
million -- 5.4% of the pool), which is secured by a 355,000 SF
community shopping center located in Las Vegas, Nevada. The
collateral is anchored by The Home Depot and Ross Stores and
shadow-anchored by Wal-Mart and Sam's Club. The property was 85%
leased as of February 2012 compared to 84% leased at last review
and 96% at securitization. Financial and leasing performance has
been steady for the past two years following the departure of
Circuit City in 2009. Moody's LTV and stressed DSCR are 113% and
0.86X, respectively, compared to 112% and 0.87X at last review.

The third largest loan is the Laguna Gateway Loan ($21.6 million -
- 3.2% of the pool), which is secured by a 270,500 SF retail
center located in Elk Grove, California. The collateral is
anchored by T.J. Maxx, Best Buy and Bed Bath & Beyond and shadow-
anchored by The Home Depot. The property was 97% leased as of
December 2011, essentially unchanged since last review. Numerous
big box retailers exercised renewal options since last review,
reducing near-term leasing risk. Moody's LTV and stressed DSCR are
75% and 1.33X, respectively, compared to 78% and 1.28X at last
review.


GE COMMERCIAL 2005-C3: S&P Cuts Ratings on 3 Sec. Classes to CCC-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from GE
Commercial Mortgage Corp.'s series 2005-C3, a U.S. commercial
mortgage-backed securities (CMBS) transaction. "In addition, we
lowered our ratings on five classes and affirmed our ratings on 11
other classes from the same transaction," S&P said.

"Our rating actions follow our analysis of the credit
characteristics of the collateral remaining in the pool, the deal
structure, and the liquidity available to the trust. The upgrades
reflect increased credit enhancement levels due to the
deleveraging of the pool balance, as well as 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 three ($12.8 million,
0.9%) of the transaction's five assets ($161.7 million, 11.6%)
that are currently with the special servicer. We also considered
the monthly interest shortfalls that are affecting the trust and
anticipated future additional interest shortfalls from the pending
modification of the One Main Place loan ($65.3 million, 4.7%),"
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-C and X-P 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 1.55x and a loan-to-value
(LTV) ratio of 97.2%. We further stressed the loans' cash flows
under our 'AAA' scenario to yield a weighted average DSC of 1.01x
and an LTV ratio of 127.2%. The implied defaults and loss severity
under the 'AAA' scenario were 73.4% and 30.6%. The DSC and LTV
calculations exclude three ($12.8 million, 0.9%) of the
transaction's five assets ($161.7 million, 11.6%) that are
currently with the special servicer, and two defeased loans ($22.1
million, 1.6%). We separately estimated losses for the specially
serviced assets and included them in our 'AAA' scenario implied
default and loss severity figures," S&P said.

                   Credit Considerations

"As of the May 10, 2012, trustee remittance report, five assets
($161.7 million, 11.6%) in the pool were with the special
servicer, Midland Loan Services (Midland). The reported payment
status of the specially serviced assets as of the most recent
trustee remittance report is: one is real estate owned (REO) ($2.1
million, 0.2%), three are 90-plus-days delinquent ($76.0 million,
5.4%), and one is late but less than 30 days delinquent ($83.6
million, 6.0%). Appraisal reduction amounts (ARAs) totaling $28.8
million are in effect against four of the five specially serviced
assets. Details of the two largest specially serviced assets, both
of which are top 10 loans, are as set forth," S&P said.

"The 123 William Street loan ($83.6 million, 6.0%) is the third-
largest loan in the pool. The total reported exposure was $84.1
million. The loan is secured by a 499,449-sq.-ft. office building
in the Financial District submarket of New York City. The loan was
transferred to the special servicer on Oct. 1, 2011, because the
borrower requesteda loan modification. The reported DSC was 1.44x
as of Dec. 31, 2010. Reported occupancy was 58.9% according to
April 2012, rent roll. Midland indicated that it has rejected the
borrower's proposed loan modification and will return the loan
back to master servicing," S&P said.

"The One Main Place loan, the sixth-largest loan in the pool, has
a trust balance of $65.3 million (4.7%) and a whole-loan balance
of $69.2 million. The total reported exposure was $70.4 million.
The loan is secured by a 1,010,193-sq.-ft. office building in
Dallas. The loan was transferred to the special servicer on Dec.
7, 2009, because the borrower requested for a loan modification.
Midland informed us that discussion on a loan modification is in
the final stages. The proposed terms of the loan modification
include bifurcating the trust balance and reducing interest rates.
Based on the information provided by Midland, our analysis
factored in anticipated additional interest shortfalls to the
trust as a result of the proposed loan modification. The reported
DSC was 0.47x as of Dec. 31, 2011. Occupancy was 65.1% according
to the Feb. 1, 2012, rent roll. An ARA of $21.7 million is in
effect against this loan," S&P said.

"The three remaining assets with the special servicer have
individual balances that represent less than 0.5% of the total
pooled trust balance. ARAs totalling $7.1 million are in effect
against all three assets. We estimated losses for the three
remaining assets, arriving at a weighted-average loss severity of
61.4%," S&P said.

                       Transaction Summary

"As of the May 10, 2012, trustee remittance report, the collateral
pool had an aggregate trust balance of $1.39 billion, down from
$2.11 billion at issuance. The pool comprises 111 loans and one
REO asset, down from 132 loans at issuance. The master servicer,
also Midland, provided financial information for 99.7% of the
nondefeased loans in the pool (by balance), which reflected
data for full-year 2010, interim- or full-year 2011," S&P said.

"We calculated a weighted average DSC of 1.50x for the loans in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV ratio were 1.55x and 97.2%. The adjusted DSC figure
includes our stabilization analysis of the 123 William Street and
One Main Place loans. Since Midland reported below market
occupancy performance for the collateral securing the two loans,
our analysis considered historical and market data. Our adjusted
figures exclude three ($12.8 million, 0.9%) of the transaction's
five assets ($161.7 million, 11.6%) that are currently with the
special servicer, and two defeased loans ($22.1 million, 1.6%). To
date, the transaction has experienced $10.8 million in principal
losses from four assets. Nineteen loans ($389.2 million, 27.9%) in
the pool are on the master servicer's watchlist, including three
of the top 10 loans. Nineteen loans ($205.4 million, 14.7%) have a
reported DSC of less than 1.10x, 14 of which ($161.4 million,
11.6%) have a reported DSC of less than 1.00x," S&P said.

                    Summary of Top 10 Loans

"The top 10 loans have an aggregate outstanding pooled balance of
$640.7 billion (46.0%). Using servicer-reported numbers, we
calculated a weighted average DSC of 1.37x for the top 10 loans.
Our adjusted DSC and LTV ratio were 1.45x and 101.8% for the top
10 loans, which include our stabilization analysis of the 123
William Street and One Main Place loans. Three ($268.2 million,
19.2%) of the top 10 loans are on the master servicer's
watchlist," S&P said.

"The Inland Hewitt Office Portfolio loan ($113.4 million, 8.1%),
the largest loan in the pool, is secured by two cross-
collateralized and cross-defaulted office properties totaling
1,144,564 sq. ft. in Lincolnshire, Ill., in the Chicago office
market. The loan appears on the master servicer's watchlist due to
a low reported DSC for the reporting periods ended June 30, 2011,
and Sept. 30, 2011. The reported DSC improved to 1.24x as of Dec.
31, 2011. Occupancy was 100.0% according to the October 2011 rent
roll," S&P said.

"The Garden City Plaza loan ($88.3 million, 6.3%), the second-
largest loan in the pool, is secured by a 583,017-sq.-ft. office
complex, which comprised four, five-story office buildings in
Garden City, N.Y. The loan is on Midland's watchlist due to a low
reported DSC, which was 0.79x for year-end 2010. The reported DSC
improved to 1.21x for yearend 2011. Occupancy was 90.0% according
to the November 2011 rent roll," S&P said.

"The Oglethorpe Mall loan, the fifth-largest loan in the pool, has
a whole-loan balance of $133.0 million that is split into two pari
passu pieces, $66.5 million of which makes up 4.8% of the pooled
trust balance. The loan is secured by a 631,244-sq.-ft. regional
mall in Savannah, Ga. The loan appears on the master servicer's
watchlist due to its scheduled July 1, 2012, maturity. Midland
indicated that, based on a loan modification, the maturity date
was extended to July 2, 2017. The reported DSC was 1.36x for the
year ended Dec. 31, 2010. Occupancy was 95.1% according to the
December 2011 rent roll," S&P said.

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

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATINGS RAISED

GE Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2005-C3
             Rating
Class     To          From       Credit enhancement (%)
A-7B      AAA (sf     AA+ (sf)                    29.59
A-1A      AAA (sf)    AA+ (sf)                    29.59
A-J       AA- (sf)    A (sf)                      18.02
B         A (sf)      A- (sf)                     17.07

RATINGS LOWERED

GE Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2005-C3
             Rating
Class     To          From         Credit enhancement (%)
G         B+ (sf)     BB (sf)                        7.96
H         CCC+ (sf)   BB- (sf)                       6.44
J         CCC- (sf)   B+  (sf)                       4.16
K         CCC- (sf)   CCC+ (sf)                      3.59
L         CCC- (sf)   CCC (sf)                       3.02

RATINGS AFFIRMED

GE Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2005-C3
Class     Rating    Credit enhancement (%)
A-4       AAA (sf)                   29.59
A-5       AAA (sf)                   29.59
A-6       AAA (sf)                   29.59
A-AB      AAA (sf)                   29.59
A-7A      AAA (sf)                   38.39
C         BBB+ (sf)                  14.98
D         BBB (sf)                   13.46
E         BBB- (sf)                  10.99
F         BB+ (sf)                    9.67
X-C       AAA (sf)                     N/A
X-P       AAA (sf)                     N/A

N/A-Not applicable.


GMAC COMMERCIAL 2000-C3: Fitch Cuts Rating on 2 Securities to Csf
-----------------------------------------------------------------
Fitch Ratings affirms five and downgrades three classes of GMAC
Commercial Mortgages Securities, Inc. commercial mortgage pass
through certificates, series 2000-C3.

The affirmations reflect increased credit enhancement to senior
classes as a result of defeasance and paydown from liquidated
loans.  Downgrades are a result of expected losses from loans in
special servicing.  The Negative Outlooks reflect concentration of
the pool and uncertainty in performance of the remaining
collateral.

Fitch expects that classes K through M may be fully depleted and
class J impacted from losses associated with the specially
serviced assets.

As of the May 2012 distribution date, the pool's certificate
balance has paid down 91.4% to $108.7 million from $1.3 billion at
issuance.

There are 13 remaining loans from the original 175 loans at
issuance. Of the remaining loans, two loans (25.2%) have defeased.

There are seven specially serviced loans (50.9%) in the pool.  Of
the seven loans, one loan (3.8%) is in foreclosure, five loans
(24.3%) are real estate owned (REO), and one loan (22.8%) is a
non-performing matured loan.

The largest contributor to losses is the Avanex II asset which is
a research and development facility totaling 91,332 square feet in
Fremont, CA.  The property was foreclosed upon in May 2010 and has
since been marketed for sale.  A final bid is being recommended
for approval.

The second largest contributor to losses is the Valley Creek asset
which is an office complex of three buildings totaling 128,185
square feet in Golden Valley, MN.  The property was foreclosed
upon in March 2012 and is awaiting expiration of the redemption
period prior to marketing for sale.

Fitch downgrades and revises the Recovery Estimate of the
following classes as indicated:

  -- $9.9 million class H to 'BBBsf' from 'A+sf'; Outlook
     Negative.
  -- $25.5 million class J to 'Csf' from 'B-sf'; RE 95%;
  -- $9.6 million class L to 'Csf' from 'CC'; RE 0% from 95%.

Additionally, Fitch affirms and revises the Outlook to the
following classes as indicated:

  -- $25.6 million class E at 'AAAsf'; Outlook Stable;
  -- $19.1 million class F at 'AAAsf'; Outlook Stable;
  -- $8 million class G at 'AAsf'; Outlook Negative from Stable;
  -- $4.5 million class K at 'Csf'; RE 0% from 95%;
  -- $4.5 million class M at 'Dsf'; RE 0% from 15%.

Fitch does not rate classes P and S-AM. Classes A-1, A-2, B, C, D,
S-MAC-1, S-MAC-2, S-MAC-3, S-MAC-4 have paid in full.  Fitch
maintains the rating of 'Dsf' on classes N and O. Fitch withdraws
the ratings of the interest only class X.


GS MORTGAGE 2005-GG4: Moody's Keeps 'C' Ratings on 8 CMBS Classes
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating of two classes and
affirmed 21 classes of GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series 2005-GG4 as
follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Jul 15, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-ABA, Affirmed at Aaa (sf); previously on Jul 15, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-ABB, Affirmed at Aaa (sf); previously on Jul 15, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aa1 (sf); previously on Oct 27, 2010
Downgraded to Aa1 (sf)

Cl. A-4A, Affirmed at Aaa (sf); previously on Jul 15, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4B, Affirmed at Aa1 (sf); previously on Oct 27, 2010
Downgraded to Aa1 (sf)

Cl. A-1A, Affirmed at Aa1 (sf); previously on Oct 27, 2010
Downgraded to Aa1 (sf)

Cl. A-J, Downgraded to Ba1 (sf); previously on Oct 27, 2010
Downgraded to Baa1 (sf)

Cl. B, Downgraded to Ba3 (sf); previously on Oct 27, 2010
Downgraded to Baa3 (sf)

Cl. C, Affirmed at B1 (sf); previously on Oct 27, 2010 Downgraded
to B1 (sf)

Cl. D, Affirmed at Caa1 (sf); previously on Jun 23, 2011 Upgraded
to Caa1 (sf)

Cl. E, Affirmed at Caa2 (sf); previously on Jun 23, 2011 Upgraded
to Caa2 (sf)

Cl. F, Affirmed at Caa3 (sf); previously on Jun 23, 2011 Upgraded
to Caa3 (sf)

Cl. G, Affirmed at C (sf); previously on Oct 27, 2010 Downgraded
to C (sf)

Cl. H, Affirmed at C (sf); previously on Oct 27, 2010 Downgraded
to C (sf)

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

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

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

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

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

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

Cl. X-P, Affirmed at Aaa (sf); previously on Jul 15, 2005
Definitive Rating Assigned Aaa (sf)

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

Ratings Rationale

The downgrades are due to higher than expected realized and
anticipated losses from specially serviced and troubled loans.

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

Moody's rating action reflects a cumulative base expected loss of
10.8% of the current balance. At last review, Moody's cumulative
base expected loss was 9.1%. Moody's provides a current list of
base losses for conduit and fusion CMBS transactions on moodys.com
at:

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

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

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

Primary sources of assumption uncertainty are the extent of 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 Fusion U.S. CMBS Transactions" published in April 2005, and
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 48 compared to 53 at Moody's prior review.

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

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

Deal Performance

As of the May 11, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 25% to $3.0 billion
from $4.0 billion at securitization. The Certificates are
collateralized by 158 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten non-defeased loans
representing 32% of the pool. Seven loans, representing 7% of the
pool, have defeased and are secured by U.S. Government securities.
The pool contains one loan with an investment grade credit
estimate, representing 2% of the pool.

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

Twenty-one loans have been liquidated from the pool, resulting in
an aggregate realized loss of $50.4 million (10% loss severity on
average). The pool had experienced an aggregate loss of $8.6
million at last review. Twenty-five loans, representing 20% of the
pool, are currently in special servicing. The largest loan in
special servicing is the Century Centre Office ($93.1 million --
3.1% of the pool), which is secured by a 447,692 square foot (SF)
office building located in Irvine, California. The loan
transferred to special servicing in August 2010 due to a non-
monetary default caused by the borrower's failure to obtain lender
consent to a lease termination. Legal counsel was engaged in
September 2010 and a foreclosure was subsequently filed in June
2011. A projected foreclosure sale date has not been scheduled.

The remaining specially serviced properties are secured by a mix
of property types. The master servicer has recognized appraisal
reductions totaling $167.5 million for 21 of the specially
serviced loans. Moody's estimates an aggregate $209.3 million loss
for the specially serviced loans (37% expected loss on average).

Moody's has assumed a high default probability for 15 poorly
performing loans representing 9% of the pool and has estimated an
aggregate $49.8 million loss (18% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 operating results for 89%
of the pool's non-specially serviced and non-defeased loans.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 98% compared to 100% at Moody's prior review.
Moody's net cash flow reflects a weighted average haircut of 13%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.2%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.44X and 1.05X, respectively, compared to
1.46X and 1.02X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The loan with a credit estimate is the 200 Madison Avenue Loan
($45.0 million -- 1.5% of the pool), which is secured by a 50%
pari-passu interest in a 666,188 SF office building located in the
Midtown South submarket of Manhattan. The property was 98% leased
as of December 2011, compared to 99% at last review. The largest
tenant is the Phillips-Van Heusen Corporation (Moody's senior
unsecured rating Ba3, stable outlook), which leases 26% of the
premises through October 2023. Performance remains stable. The
loan is interest-only for its entire term and matures in April
2015. Moody's current credit estimate and stressed DSCR are Aa3
and 1.66X, respectively, compared to Aa3 and 1.65X at prior
review.

The top three conduit loans represent 16% of the pool. The largest
conduit loan is the Wells Fargo Center Loan ($200 million -- 6.7%
of the pool), which is secured by 72.5% pari-passu interest in a
1.2 million SF Class A office building located in Denver,
Colorado. The largest tenant is Wells Fargo (Moody's senior
unsecured rating Aa3, stable outlook), which leases 34% of the
premises through December 2020. The property was 88% leased as of
December 2011 compared to 100% at the last review. The loan is
interest-only for its entire ten-year term and matures in April
2015. Moody's LTV and stressed DSCR are 121% and 0.78X,
respectively, the same as at last review.

The second largest conduit loan is the Mall at Wellington Green
Loan ($200 million -- 6.7% of the pool), which is secured by a 1.3
million SF regional mall located near West Palm Beach in
Wellington, Florida. The loan sponsor is Taubman Realty Group. The
mall is anchored by Dillard's, Macy's J.C. Penney and Nordstorm
(all of which are not part of the collateral). The inline
occupancy was 83% as of December 2011, the same as last review.
The loan is interest only for its entire ten-year term and matures
in May 2015. Moody's LTV and stressed DSCR are 110% and 0.84X,
respectively, compared to 105% and 0.88X at last review.

The third largest conduit loan is the Hyatt Regency Dallas ($90.0
million -- 3.0% of the pool), which is secured by a 1,122 room
full-service hotel located in downtown Dallas, Texas. Performance
has improved since the last review due to an increase in occupancy
combined with only a slight decrease in average daily rate (ADR).
From year-end 2010 to year-end 2011 occupancy increased 4% to 61%,
while ADR slightly decreased to $132. The loan is interest only
for its entire term and matures in January 2015. Moody's LTV and
stressed DSCR are 101% and 1.44X, respectively, compared to 103%
and 1.41X at last review.


GSAA HOME: Moody's Downgrades Rating on Cl. AF-5A Tranche to 'C'
----------------------------------------------------------------
Moody's Investors Service has placed on review for upgrade the
ratings of two tranches, backed by Alt-A loans, issued by GSAA
2006-7.

Complete actions are as follows:

Issuer: GSAA Home Equity Trust 2006-7

Cl. AF-4A, Ca (sf) Placed Under Review for Possible Upgrade;
previously on Dec 23, 2010 Downgraded to Ca (sf)

Cl. AF-5A, C (sf) Placed Under Review for Possible Upgrade;
previously on Dec 23, 2010 Downgraded to C (sf)

Ratings Rationale

Moody's has placed the Class AF-4A and AF-5A bonds issued by GSAA
2006-7 on review for upgrade due to the sequential payment
structure of these bonds to Class AF-4B and AF-5B, respectively.
As per the Prospectus Supplement, on and after the credit support
depletion date, Classes AF-4B and AF-5B remain sequential to
Classes AF-4A and AF-5A, respectively, when a Sequential Trigger
Event is in effect. The Pooling and Servicing Agreement (the legal
document), however, refers only to Class AF-5B as remaining
sequential to Class AF-5A, with no mention of Classes AF-4A and
AF-4B. Classes AF-4A and AF-4Bare currently paying sequentially as
per the prospectus supplement and Moody's awaits confirmation from
the trustee on the payment structure.

The rating action also takes into account correction of a model
error that inaccurately reduced the amount of funds available for
distribution to the senior certificates. Further, the rating
action reflects the recent performance of the transaction and
Moody's updated loss expectations on the underlying pool.

The methodologies used in this rating were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and "2005 -- 2008 US RMBS Surveillance Methodology"
published in July 2011.

Moody's adjusts the methodologies noted above for its current view
on loan modifications. As a result of an extension of the Home
Affordable Modification Program (HAMP) to 2013 and an increased
use of private modifications, Moody's is extending its previous
view that loan modifications will only occur through the end of
2012. It is now assuming that the loan modifications will continue
at current levels until the end of 2013.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in April 2011 to 8.1% in April 2012. Moody's forecasts a
further drop to 7.8% for 2013. Moody's expects house prices to
drop another 1% from their 4Q2011 levels before gradually rising
towards the end of 2013. Performance of RMBS continues to remain
highly dependent on servicer procedures. Any change resulting from
servicing transfers or other policy or regulatory change can
impact the performance of these transactions.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF286591

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/page/viewresearchdoc.aspx?docid=PBS_SF198174


HAMPTON ROADS: Moody's Affirms 'B1' Ratings on Two Bond Classes
---------------------------------------------------------------
Moody's Investors Service has taken the following rating action on
the Hampton Roads PPV, LLC Military Housing Taxable Revenue Bonds,
2007 Series A:

-- Approximately $210 million class I bonds have been upgraded to
    Ba1 from Ba2, outlook revised to stable from positive;

-- Approximately $58 million class II bonds have been affirmed at
    B1, outlook remains stable; and

-- Approximately $9 million class III bonds have been affirmed at
    B1, outlook remains stable.

Rating Rationale:

The ratings actions reflect successful completion of project
construction and smooth transition into the permanent phase,
resulting in improved debt service coverage ratio (DSCR). Annual
average occupancy rate is in line with pro-forma while expenses
are higher than anticipated. The rating action incorporates also
the sensitivity of the revenue stream to changes in basic
allowance for housing (BAH) and ships deployment coupled with lack
of satisfactory debt service reserve fund (DSRF) to mitigate
changes in net operating income.

The outlook action reflects the project's overall stabilizing
performance since completion of the construction. One key issue is
that further decline in BAH could pressure DSCR in 2013 when bond
debt service increases to it maximum (MADS); however, Moody's
expect management to offset any shortfalls with a like decrease in
operating expenses.

Credit Strengths:

- Successfully completed construction.

- Increased Class I, Class II and Class III annual debt service
coverage ratio (DSCR) to 1.55x, 1.19x and 1.14x from 1.43x, 1.10
and 1.05; DSCR based on MADS is 1.05x..

- Smooth transition into the permanent phase with annual average
occupancy rate of 95.5% and a ratio of available sailor to units
of 2.4:1

- Strong base essentiality together with strong Navy's interest
in the success of the project.

Credit Challenges:

- Sensitive revenue stream due to changes in basic allowance for
housing (BAH) and ships deployment.

- High expenses that exceeded pro-forma due to high unit-
turnover, staffing and utilities; management control of operating
expenses is key to further improvement in DSCR.

- Lack of strong debt service reserve fund; debt service reserve
fund is satisfied with a surety from Ambac (rated WR).

- Open indenture with monthly release of excess funds with no cash
trap provisions and no minimum account balance provisions to
mitigate changes in net operating income.

WHAT COULD CHANGE THE RATING UP

- Established trend of strong project financial performance.

- Cash funding of debt service reserve fund, replacement of the
surety provider and maintenance of strong DSCR.

WHAT COULD CHANGE THE RATING DOWN

- Significant decline in the BAH or a weakness in occupancy
levels that result in a decline in DSCR.

- Downsizing or closure of the Navy bases in the Norfolk area.

- Downgrade of the AIG, the Excess Collateral Funding Agreement
provider, which is available pursuant to the terms of the
Agreement to provide $6.5 million in liquidity, to below
investment grade.

The principal methodology used in this rating was Global Housing
Projects published in June 2010.


HOME RE 2005-2: Fitch Takes Rating Actions on Various Loan Classes
------------------------------------------------------------------
Fitch Ratings has taken various rating actions on Home Re 2005-2
Limited, a U.S. RMBS synthetic transaction consisting of exposure
to the risk of residential mortgage loan losses covered by private
mortgage insurance.

The transaction provides reinsurance to Mortgage Guaranty
Insurance Corporation (MGIC) on a group of first lien, fixed and
floating residential mortgage loans.  The loans were originated
and are serviced by numerous entities.  At issuance, the insured
loans had a weighted-average original-loan-to-value (LTV) of
approximately 84%.  The mortgage loans generally have 'standard
agency' coverage with loan coverage percentages of 12% for LTVs
between 80%-85%, 25% for LTVs between 85%-90% and 30% for LTVs
between 90%-95%.

The notes will mature in October 2012, on which date the holders
of each note will be entitled to receive 100% of the remaining
principal amount.  While the noteholders will also be entitled to
recover any impaired amounts and carryover interest on the
maturity date, Fitch does not expect there to be sufficient assets
with which to pay such sums.

To project interest and principal recovery on the remaining class
balances, Fitch estimated the timing of liquidation and losses on
the insured portion of the loans.  Given the relatively short
amount of time until the maturity date, the analysis focused
solely on the loans which are currently delinquent.  Fitch used
its published criteria for the liquidation timing of delinquent
loans in its analysis.

Fitch's rating actions are as follows:

  -- Class M2 (CUSIP 43731PAC4) affirmed at 'Bsf'; Outlook revised
     to Stable from Negative;

  -- Class M3 (CUSIP 43731PAD2) affirmed at 'CCCsf'; Recovery
     Estimate revised to 'RE 100%' from 'RE 10%';

  -- Class M4 (CUSIP 43731PAE0) affirmed at 'CCCsf'; Recovery
     Estimate revised to 'RE 100%' from 'RE 0%';

  -- Class M5 (CUSIP 43731PAF7) affirmed at 'CCsf'; Recovery
     Estimate revised to 'RE 100%' from 'RE 0%'

  -- Class M6 (CUSIP 43731PAG5) downgraded to 'Csf/RE 55%' from
     'CCsf/RE 0%';

  -- Class M7 (CUSIP 43731PAH3) affirmed at 'Csf/RE 0%';

  -- Class M8 (CUSIP 43731PAJ9) downgraded to 'Dsf/RE 0%' from
     'Csf/RE 0%';

  -- Class M9 (CUSIP 43731PAK6) downgraded to 'Dsf/RE 0%' from
     'Csf/RE 0%';

  -- Class B1 (CUSIP 43731PAL4) affirmed at 'Dsf/RE 0%';

  -- Class B2 (CUSIP 43731PAM2) affirmed at 'Dsf/RE 0%'.

These actions were reviewed by a committee of Fitch analysts.


HOMEBANC MORTGAGE: Moody's Cuts Cl. II-M-2 Tranche Rating to 'C'
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches from Homebanc Mortgage Loan Trust 2007-1. The impacted
tranches receive their cashflows from Group 2 which consists of
closed end second lien mortgage loans.

Rating Rationale

The actions reflect Moody's updated loss expectations on the
second-lien pool (Group 2) in this transaction.

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

When assigning the final ratings to senior bonds, in addition to
the methodologies described above, Moody's considered the
volatility of the projected losses and timeline of the expected
defaults. The above methodology only applies to pools with at
least 40 loans and a pool factor of greater than 5%. Moody's may
withdraw its rating when the pool factor drops below 5% and the
number of loans in the pool declines to 40 loans or lower unless
specific structural features allow for a monitoring of the
transaction (such as a credit enhancement floor).

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The primary source of assumption
uncertainty is the uncertainty in Moody's central macroeconomic
forecast. The unemployment rate fell from 9.0% in April 2011 to
8.2% in May 2012. Moody's forecasts a further drop to 7.8% for
2013. Moody's expects house prices to drop another 1% from their
4Q2011 levels before gradually rising towards the end of 2013.
Performance of RMBS continues to remain highly dependent on
servicer procedures. Any change resulting from servicing transfers
or other policy or regulatory change can impact the performance of
these transactions.

Complete rating actions are as follows:

Issuer: Homebanc Mortgage Trust 2007-1

Cl. II-A, Downgraded to B2 (sf); previously on Jun 3, 2010
Downgraded to Ba1 (sf)

Cl. II-M-1, Downgraded to Ca (sf); previously on Jun 3, 2010
Confirmed at B2 (sf)

Cl. II-M-2, Downgraded to C (sf); previously on Jun 3, 2010
Confirmed at Ca (sf)

A list of these actions including CUSIP identifiers may be found
at http://moodys.com/viewresearchdoc.aspx?docid=PBS_SF286645

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

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


I-PREFERRED TERM: Moody's Lifts Ratings on 3 Note Classes to Ba3
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by I-Preferred Term Securities III, Ltd.

U.S. $251,500,000 Class A-1 Senior Notes due November 2033
(current balance of $59,790,885.48), Upgraded to Aa1 (sf);
previously on March 27, 2009 Downgraded to Aa3 (sf)

U.S. $40,000,000 Class A-2 Senior Notes due November 2033,
Upgraded to A1 (sf); previously on March 27, 2009 Downgraded to
Baa2 (sf)

U.S. $15,000,000 Class A-3 Senior Notes due November 2033,
Upgraded to A1 (sf); previously on March 27, 2009 Downgraded to
Baa2 (sf)

U.S. $10,000,000 Class A-4 Senior Notes due November 2033,
Upgraded to A1 (sf); previously on March 27, 2009 Downgraded to
Baa2 (sf)

U.S. $51,000,000Class B-1 Mezzanine Notes due November 2033,
Upgraded to Ba3 (sf); previously on March 27, 2009 Downgraded to
B2 (sf)

U.S. $27,690,000 Class B-2 Mezzanine Notes due November 2033,
Upgraded to Ba3 (sf); previously on March 27, 2009 Downgraded to
B2 (sf)

U.S. $57,500,000 Class B-3 Mezzanine Notes due November 2033,
Upgraded to Ba3 (sf); previously on March 27, 2009 Downgraded to
B2 (sf)

Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the Class A1 Notes and an
increase in the transaction's overcollateralization ratios as well
as the improvement in the credit quality of the underlying
portfolio since the last rating action in March 2009.

Moody's notes that the Class A1 Notes have been paid down by
approximately 42.8% or $44 million since the last rating action,
as a result of diversion of excess interest proceeds and
disbursement of principal proceeds from redemptions of underlying
assets. As a result of this deleveraging, the Class A-1 notes' par
coverage improved to 475% from 328.82% since the last rating
action, as calculated by Moody's. Based on the latest trustee
report dated May 2, 2012, the Senior Principal Coverage Test and
Class B Mezzanine Principal Coverage Test are reported at 227.58%
(limit 128%) and 108.82% (limit 105.0%), respectively, versus
February 5, 2009 Trustee levels of 202.81% and 112.49%,
respectively. Going forward, the Class A-1 notes will continue to
benefit from the diversion of excess interest and the proceeds
from future redemptions of any assets in the collateral portfolio.

Moody's also notes that the deal benefited from an improvement in
the credit quality of the underlying portfolio. Based on Moody's
calculation, the weighted average rating factor (WARF) improved to
1866 compared to 2266 as of the last rating action date.

Due to the impact of revised and updated key assumptions
referenced in Moody's rating methodology, 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. In its
base case, Moody's analyzed the underlying collateral pool to have
a performing par of $284 million, defaulted/deferring par of $40
million, a weighted average default probability of 33.25%
(implying a WARF of 1866), Moody's Asset Correlation of 16.48%,
and a weighted average recovery rate upon default of 5%. In
addition to the quantitative factors that are explicitly modeled,
qualitative factors are part of rating committee considerations.
Moody's considers the structural protections in the transaction,
the risk of triggering an Event of Default, recent deal
performance under current market conditions, the legal
environment, and specific documentation features. All information
available to rating committees, including macroeconomic forecasts,
inputs 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.

I-Preferred Term Securities III, Ltd., issued on October 29, 2003
is a collateralized debt obligation backed by a portfolio of
insurance trust preferred securities.

The portfolio of this CDO is mainly comprised of trust preferred
securities (TruPS) issued by small to medium sized insurance
companies that are generally not publicly rated by Moody's. To
evaluate the credit quality of insurance TruPS without public
ratings, Moody's relies on the assessment of Moody's Insurance
team based on the credit analysis of the underlying insurance
firms' annual statutory financial reports. Moody's also evaluates
the sensitivity of the rated transaction 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" published in October 2009.

The principal methodology used in this rating was "Moody's
Approach to Rating TRUP CDOs" published in May 2011.

The transaction's portfolio was modeled 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.

Moody's performed a number of sensitivity analyses of the results
to certain key factors driving the ratings. Moody's analyzed the
sensitivity of the model results to changes in the portfolio WARF
(representing an improvement or a deterioration in the credit
quality of the collateral pool), assuming that all other factors
are held equal. If the WARF is increased by 234 points from the
base case of 1866, the model-implied rating of the Class A-1 notes
is one notch worse than the base case result. If the WARF is
decreased by 100 points from the base case of 1866, the model-
implied rating of the Class A-1 notes is one notch better than the
base case result.

Moody's continues to have a stable outlook in the insurance
sector.


ILLINOIS FINANCE: Fitch Affirms 'BB-' Rating on $111MM Bonds
------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on the following
Illinois Finance Authority revenue bonds issued on behalf of
Friendship Village of Schaumburg Obligated Group (FVS).

-- $72.9 million series 2005A;
-- $5 million series 2005B;
-- $33.6 million series 2010.

The Rating Outlook is Stable.

Security

The bonds are secured by a pledge of gross revenues, a mortgage
interest in the property and improvements of the obligated group,
and a debt service reserve fund.

Key Rating Drivers

OCCUPANCY REMAINS DEPRESSED: The rating reflects the low levels of
independent living unit (ILU) occupancy at FVS, which is the
result of continued softness in the housing market combined with
an increased rate of attrition. At unaudited fiscal year ended
March 31 2012, FVS's ILUs were 76.0% occupied, and had averaged
76.7% occupancy through the fiscal year. Total attrition of 118 in
fiscal 2012 was higher than the 107 in fiscal 2011. This
effectively reduced the impact from improved sales of 126 in
fiscal 2012 ahead of 119 in fiscal 2011.

HIGH DEBT BURDEN: FVS is very leveraged as indicated by maximum
annual debt service (MADS) equal to a high 17.7% of fiscal 2012
revenues. Further, its coverage was thin at 1.3x including
turnover entrance fees, reflecting its ongoing occupancy
challenges.

LIGHT LIQUIDITY: FVS's liquidity metrics are commensurate with its
'BB' category rating. At March 31, 2012, FVS had $29.2 million in
unrestricted cash and investments, equating to 253.3 days of cash
on hand, a 3.6x cushion ratio and cash-to-long-term debt of 27.1%.

STABLE PROFITABILITY: Operating profitability was stable in fiscal
2012, maintaining the improvement produced in fiscal 2011 via
expense controls and improved payor mix in skilled nursing.
Through March 31, 2012 FVS produced a 21.4% adjusted net operating
margin, and 0.8x revenue-only debt service coverage.

What Could Trigger A Rating Action

FAILURE TO STABILIZE: Should FVS fail to stabilize its level of
occupancy via healthy ILU sales and turnover entrance fee
receipts, and its debt service coverage decline further in fiscal
2013, negative rating action is possible.

Credit Profile

The affirmation at 'BB-' is supported primarily by FVS's adequate
cash flow and turnover entrance fee receipts which offset its
limited liquidity and sizeable debt burden. Fitch notes that FVS
continues to struggle with occupancy within its ILUs, which has
resulted in shrinking debt service coverage. While currently
sufficient for the rating level and within covenant requirements,
further erosion could pressure the rating.

Despite improved sales through fiscal 2012 producing $12.5 million
in turnover entrance fees (ahead of $11.4 million in fiscal 2011),
increased attrition resulted in higher entrance fee refunds and
weaker net available levels. Coverage was light at 1.3x, and down
from 1.9x in fiscal 2011. Fitch remains concerned with local real
estate challenges, and with increased attrition rates within the
ILUs. FVS remains in compliance with its 1.25x rolling 12-month
coverage covenant, but has limited room for further erosion in
occupancy or coverage.

Liquidity remains light, but adequate for the rating level and
ahead of covenant requirements. FVS has a conservative capital
structure, with 100% fixed-rate debt, no swaps, and an
approximately 85% cash and fixed income allocation for investments
in fiscal 2011. Fitch notes that the $5 million in series 2005B
extendable-rate adjustable securities reset through Feb. 15, 2014,
at which point they become putable to FVS.

The Stable Outlook is based on Fitch's expectation that FVS will
continue to produce improving sales to offset its attrition, with
no further deterioration in debt service coverage. FVS is
budgeting for $5.4 million in net entrance fees in fiscal 2013, an
improvement over fiscal 2012.

Friendship Village of Schaumburg is a Type B continuing care
retirement community (CCRC) currently consisting of 631
independent living apartments, 28 independent living cottages, 75
assisted living units, 25 assisted living dementia units, and 248
skilled nursing beds. The facility is located in Schaumburg, IL,
approximately 30 miles northwest of downtown Chicago. In unaudited
fiscal 2012 ended March 31, FVS had total revenues of $46 million.
Under its Continuing Disclosure Agreement, FVS is required to
provide annual audited financial statements within 150 days of
each fiscal year's end and quarterly unaudited financial
statements within 45 days of each fiscal quarter-end. Disclosure
to date has been excellent and includes regularly scheduled
investor calls.


JP MORGAN 1998-C6: Fitch Affirms 'Csf' Rating on $19.9MM G Certs
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for JP Morgan Commercial
Mortgage Finance Corp. (JPM), series 1998-C6 commercial mortgage
pass-through certificates.

The affirmations are a result of the pool's stable performance,
defeasance, as well as the high concentration of the pool
following Fitch's prospective review of potential stresses to the
transaction.  As of the May 2012 distribution date, the pool's
certificate balance has been reduced 95.3% to $37.4 million from
$796.4 million at issuance.

There are nine of the original 91 loans remaining in the
transaction.  Two loans (62.7%) are considered Fitch Loans of
Concern, including the largest loan in the pool (61.4%) which is
the only loan in special servicing as of May 2012 remittance
report.  There are no defeased loans.  Any incurred losses are
expected to be absorbed by classes G and H.

The specially serviced loan, The Court at Deptford, is the largest
loan in the pool. The loan is secured by a 361,000 square foot
(sf) retail center in Deptford, NJ.  The property has experienced
cash flow issues from occupancy declines.  The property was
previously anchored by a Sam's Club (33% of the property's net
rentable area (NRA)), Sports Authority (11% NRA) and Circuit City
(9% NRA) - all three of which had subsequently vacated at or prior
to the individual lease expirations between 2008 and 2010.
Occupancy as of December 2011 reported at 43%, with the three
anchor spaces still vacant.

The loan transferred to special servicing in February 2009 for
imminent default.  A receiver was appointed in April 2010 and
continues the leasing efforts and management of the property.  The
servicer is finalizing foreclosure of the property.

Fitch stressed the cash flow of the remaining non-specially
serviced loans by applying a 5% reduction to 2011 or 2010 fiscal
YE net operating income.  Fitch also applied an adjusted market
cap rate between 8.1% and 10.5% to determine value.

Each non-defeased loan also underwent a refinance test by applying
an 8% interest rate and 30-year amortization schedule based on the
stressed cash flow.

All eight of the non-specially serviced loans are considered to
pay off at maturity, and could refinance to a debt service
coverage ratio (DSCR) above 1.25x.  The current weighted average
DSCR for the eight non-specially serviced loans is 2.10x.  Of the
nine remaining loans in the pool, two (67.3%) are scheduled to
mature in 2012, six (30.2%) in 2017, and one (2.6%) in 2018.

Fitch has affirmed the following classes, assigns Recovery
Estimates (REs), and maintains the Rating Outlook on Class F as
indicated:

  -- $15.1 million class F at 'BBB-sf'; Outlook Stable;
  -- $19.9 million class G at 'Csf'; RE 40%;
  -- $2.4 million class H at 'Dsf'; RE 0%.

Class NR, which has been reduced to zero due to realized losses,
is not rated by Fitch.  Classes A-1, A-2, A-3, B, C, D, and E have
paid in full.

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


JP MORGAN 2001-A: Fitch Affirms Rating on Four Note Classes
-----------------------------------------------------------
Fitch Ratings has affirmed four classes of J.P. Morgan Chase
Commercial Mortgage Securities Corporation 2001-A, commercial
mortgage pass-through certificates.

The affirmations based on the performance of the one real estate
owned (REO) asset remaining in the pool.

As of the May 2012 distribution date, the pool's certificate
balance has paid down 67.5% to $20.3 million from $113.7 million.
The expected losses of the original pool are at 20.4%, which
includes 14.7% to date.  In addition, cumulative interest
shortfalls totaling $2.3 million are affecting classes E through
NR.

The REO asset is collateralized by a 795,500 square foot (SF)
retail center located in Maple Heights, OH, a suburb of Cleveland.
The property was foreclosed upon in October 2011; a property
manager and listing agent are currently in place.  The latest
servicer reported debt service coverage ratio is 1.27x.  The
special servicer reports the property is undergoing soil testing
due to a possible issue with a dry cleaner on site.  Once the
impact and cost of a possible issue is determined, the special
servicer is expected to pursue the previous borrower for
reimbursement and proceed with a sale of the property.

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

  -- $6.2 million class D at 'BBsf'; Outlook to Negative from
     Stable;
  -- $3.4 million class E at 'Csf'; RE 100%;
  -- $5.1 million class F at 'Csf'; RE 50%;
  -- $5.5 million class G at 'Dsf'; RE 0%.

Fitch does not rate class NR.

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

Fitch has previously withdrawn the rating on the interest-only
class X.


JP MORGAN 2006-LDP9: Moody's Keeps 'C' Ratings on 10 CMBS Classes
-----------------------------------------------------------------
Moody's Investors Service confirmed the rating of one class and
affirmed 26 classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp. Commercial Mortgage Pass-Through Certificates
Series 2006-LDP9 as follows:

Cl. A-2, Affirmed at Aaa (sf); previously on Jan 22, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-2S, Affirmed at Aaa (sf); previously on Jan 22, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-2SFL, Affirmed at Aaa (sf); previously on Jan 22, 2007
Assigned Aaa (sf)

Cl. A-2SFX, Affirmed at Aaa (sf); previously on Mar 17, 2010
Assigned Aaa (sf)

Cl. A-3, Affirmed at Aa3 (sf); previously on Sep 2, 2010
Downgraded to Aa3 (sf)

Cl. A-3SFL, Affirmed at Aa3 (sf); previously on Sep 2, 2010
Downgraded to Aa3 (sf)

Cl. A-3SFX, Affirmed at Aa3 (sf); previously on Feb 15, 2012
Assigned Aa3 (sf)

Cl. A-1A, Confirmed at Aa3 (sf); previously on May 10, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-M, Affirmed at Baa3 (sf); previously on May 10, 2012
Downgraded to Baa3 (sf)

Cl. A-MS, Affirmed at Baa3 (sf); previously on May 10, 2012
Downgraded to Baa3 (sf)

Cl. A-J, Affirmed at B3 (sf); previously on May 10, 2012
Downgraded to B3 (sf)

Cl. A-JS, Affirmed at B3 (sf); previously on May 10, 2012
Downgraded to B3 (sf)

Cl. B, Affirmed at Caa2 (sf); previously on May 10, 2012
Downgraded to Caa2 (sf)

Cl. B-S, Affirmed at Caa2 (sf); previously on May 10, 2012
Downgraded to Caa2 (sf)

Cl. C, Affirmed at Caa3 (sf); previously on May 10, 2012
Downgraded to Caa3 (sf)

Cl. C-S, Affirmed at Caa3 (sf); previously on May 10, 2012
Downgraded to Caa3 (sf)

Cl. D, Affirmed at C (sf); previously on May 10, 2012 Downgraded
to C (sf)

Cl. D-S, Affirmed at C (sf); previously on May 10, 2012 Downgraded
to C (sf)

Cl. E, Affirmed at C (sf); previously on May 10, 2012 Downgraded
to C (sf)

Cl. E-S, Affirmed at C (sf); previously on May 10, 2012 Downgraded
to C (sf)

Cl. F, Affirmed at C (sf); previously on May 10, 2012 Downgraded
to C (sf)

Cl. F-S, Affirmed at C (sf); previously on May 10, 2012 Downgraded
to C (sf)

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

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

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

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

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

Ratings Rationale

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

On May 10, 2012 Moody's placed Class A-1A on review for possible
downgrade due to concerns that potential interest shortfalls
caused by The Belnord Loan may impact Class A-1A. This action
concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
12.8% of the current balance. At last review, Moody's cumulative
base expected loss was 13.0%. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at:
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255

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

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

Primary sources of assumption uncertainty are the extent of 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 Fusion U.S. CMBS Transactions" published in April 2005, and
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated May 10, 2012.

Deal Performance

As of the May 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 9% to $4.4 billion
from $4.9 billion at securitization. The Certificates are
collateralized by 218 mortgage loans ranging in size from less
than 1% to 9% of the pool, with the top ten loans representing 45%
of the pool. The pool contains two loans with investment grade
credit estimates that represent 5% of the pool.

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

Twenty-six loans have been liquidated from the pool, resulting in
an aggregate realized loss of $127.3 million (60% loss severity
overall). Twenty-nine loans, representing 28% of the pool, are
currently in special servicing. The master servicer has recognized
an aggregate $293.9 million appraisal reduction for 20 of the
specially serviced loans. Moody's has estimated an aggregate
$336.5 million loss (41% expected loss on average) for the
specially serviced loans.

Moody's has assumed a high default probability for 44 poorly
performing loans representing 15% of the pool and has estimated a
$89.7 million aggregate loss (14% expected loss based on a 51%
probability default) from these troubled loans.

As of the most recent remittance date, the pool has experienced
cumulative interest shortfalls totaling $12.3 million and
affecting Classes P through G. At Moody's prior review, the pool
experienced cumulative interest shortfalls totaling $14.6 million
and affected Classes P through D-S, C-S and B-S. Moody's
anticipates that the pool will continue to experience interest
shortfalls. Interest shortfalls are caused by special servicing
fees, including workout and liquidation fees, appraisal
subordinate entitlement reductions (ASERs), extraordinary trust
expenses and non-advancing by the master servicer based on a
determination of non-recoverability and loan modifications.
However, Moody's concludes that the potential for interest
shortfalls affecting Class A-1A, as a result of The Belnord Loan,
is not a concern at this review.

Moody's was provided with partial and full year 2011 operating
results for 84% of the pool (excluding specially-serviced loans).
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 116%, the same at Moody's prior review. Moody's net
cash flow reflects a weighted average haircut of 10% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.4%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.33X and 0.91X, respectively, the same at
last review. Moody's actual DSCR is based on Moody's net cash flow
(NCF) and the loan's actual debt service. Moody's stressed DSCR is
based on Moody's NCF and a 9.25% stressed rate applied to the loan
balance.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 38 compared to 39 at Moody's prior review.

The credit estimates and largest conduit loans are the same as at
Moody's last review.


JP MORGAN 2007-1: Fitch Lowers Rating on Four Note Classes
----------------------------------------------------------
Fitch Ratings has downgraded four and affirmed eight classes from
the pooled portion of J.P. Morgan Chase Commercial Mortgage
Securities Corp. Series 2007-1, reflecting Fitch's base case loss
expectation of 16.8%.  The non-pooled junior component
certificates were also affirmed based on Fitch's loss expectations
on the Resorts International loan.  Fitch's performance
expectation incorporates prospective views regarding commercial
real estate values and cash flow declines.  The Negative Rating
Outlooks for the more junior classes reflect the possibility of
further negative credit migration of the underlying collateral.

Under Fitch's updated analysis, approximately 94.2% of the pooled
loans, and all of the non-pooled components, are modeled to
default in the base case stress scenario, defined as the 'B'
stress.  Fitch estimates that average recoveries on the pooled
loans will be approximately 82.2% in the base case.  In this
scenario, the modeled average cash flow decline is 5% from
generally year-end (YE) 2011 servicer-reported financial data.  In
its review, Fitch analyzed servicer reported operating statements,
STR reports and rent rolls, updated property valuations, and
recent lease and sales comparisons.

As of the May 2012 distribution report, the transaction is
collateralized by 12 loans, eight of which are secured by hotels
(74.2%), one casino (13.5%), one retail (7.9%), and one office
(4.3%).  Of the pool, seven loans (70.5%) are delinquent; two
loans have final maturity dates in July 2012; two loans (13.6%)
are in forbearance that terminates in December 2012 and April
2013, respectively; one loan (5.8%) has been modified and the
maturity has been extended to May 2013. The final rated maturity
for the transaction is July 15, 2019.

Eleven of the remaining loans have been identified as Fitch Loans
of Concern, including nine that are in special servicing (84.1%).
Fitch's analysis resulted in loss expectations for seven A-notes,
and each of the B-note non-pooled components in the 'B' stress
scenario.  The three largest pooled contributors to losses in the
'B' stress scenario are: PHOV Portfolio (19.3%), Resorts
International (13.5%) and Stratford Mall (7.9%).

The PHOV Portfolio loan is secured by 11 full-service hotels
(following the previous release of the Hilton Rockville), located
in FL, CA, SC, IL and NJ.  Flags include Hilton, Doubletree,
Courtyard by Marriott, Sheraton and two non-flagged hotels.  The
loan was transferred to special servicing in January 2012 due to
imminent maturity default.  The loan is past its final maturity
date of May 2012.  Four of the 11 properties were severely
impacted by Hurricane Katrina and Wilma in 2005, with the hotels
coming back on line in late 2006 and mid-2007.  While YE 2011 net
operating income improved significantly over YE 2010 and YE 2009,
it remains below issuance expectations.  For YE 2011, the revenue
per available room (RevPAR) was $80.26, compared to $74.3 at
YE2010, $67.58 at YE 2009 and $87.58 at issuance.

The Resorts International loan was originally collateralized by
four casino/hotel properties located in Atlantic City, NJ; East
Chicago, IN; Robinsonville, MS; and Tunica, MS. The Resorts East
Chicago property was released from the portfolio in September
2007, paying down the senior trust component by approximately 47%.
The loan was foreclosed in November 2011 and the Atlantic City
Hilton property was released to the borrower due to negative
property value.  The remaining two properties became real estate
owned (REO) assets.  The loan secures two additional non-trust
pari passu A notes of $32.4 million each, an $87.7 million non-
pooled senior participation included in the transaction and a $233
million junior participation held outside the trust.  The current
appraisal value obtained by the special servicer indicated losses
upon liquidation of the assets.

The Stratford Mall loan is secured by a 1.3 million square foot
(SF) regional mall located in Bloomingdale, IL.  Only 630,126 SF
is part of the collateral.  Anchors include JC Penney and Century
Theater. Non-owned anchors include Macy's, Burlington Coat
Factory, Carson Pirie Scott and Kohl's.  The loan was transferred
to special servicing in January 2012 due to imminent maturity
default.  A discounted pay off (DPO) closed in late May 2012 with
realized losses of approximately 40% and will be reflected in the
June remittance report.

Fitch downgrades the following classes, removes the Negative
Outlook and assigns Recovery Ratings as indicated:

  -- $37.3 million class E to 'Bsf' from 'BBsf'; Outlook Negative;
  -- $26 million class F to 'CCCsf/RE60%' from 'Bsf';
  -- $26 million class G to 'CCsf/RE0%' from 'B-sf';
  -- $35.7 million class H to 'Csf/RE0%' from 'CCsf'.

Fitch affirms the following classes as indicated:

  -- $335.5 million class A-1 at 'AAAsf'; Outlook Stable;
  -- $243.1 million class A-2 at 'AAsf'; Outlook Stable;
  -- $45.4 million class B at 'Asf'; Outlook Stable;
  -- $32.4 million class C at 'Asf'; Outlook Negative;
  -- $30.8 million class D at 'BBBsf'; Outlook Negative;
  -- $32.5 million class J at 'Csf/RE0%';
  -- $29.2 million class K at 'Csf/RE0%';
  -- $15 million class L at 'Dsf/RE0%';
  -- $11.9 million class RS-1 at 'Csf/RE0%';
  -- $12.8 million class RS-2 at 'Csf/RE0%';
  -- $15.6 million class RS-3 at 'Csf/RE0%';
  -- $11.1 million class RS-4 at 'Csf/RE0%';
  -- $15.4 million class RS-5 at 'Csf/RE0%';
  -- $13.2 million class RS-6 at 'Csf/RE0%';
  -- $7.6 million class RS-7 at 'Csf/RE0%'.

The interest-only class X-1 has paid in full.  Fitch previously
withdrew its rating on the interest-only class X-2.


JUPITER HIGH GRADE: S&P Cuts Ratings on 2 Note Classes to 'CCC-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of notes from Jupiter High Grade CDO Ltd., a
collateralized debt obligation (CDO) transaction backed by high-
grade structured finance assets. Maxim Advisory LLC manages the
transaction. "At the same time, we removed these ratings from
CreditWatch with negative implications, where we placed them on
Feb. 10, 2012. We also affirmed our rating on one class of notes,"
S&P said.

"We downgraded the class A-1A and A-1B notes to reflect the
application of our updated global CDO of structured finance
criteria that we published on Feb 21, 2012. 's downgrades also
reflect credit deterioration in the transaction's underlying asset
portfolio since our September 2010 rating actions. The class A-1A
and A-1B notes have since paid down $47.93 million and $10.39
million, respectively. Although the class A-1A and A-1B notes have
continued to pay down, the defaulted assets in the deal increased
to 27.65% ($140.17 million) as of the March 2012 trustee report
from 26.96% ($155.77 million) as of the July 2010 trustee report,
which we used for the September 2010 rating actions. Due to this
and other factors the overcollateralization ratios decreased for
the class A/B and C notes," S&P said.

The affirmation reflects credit support commensurate with the
current rating level.

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

Jupiter High Grade CDO Ltd.
                 Rating
Class        To          From
A-1A         CCC- (sf)   B- (sf)/Watch Neg
A-1B         CCC- (sf)   B- (sf)/Watch Neg

RATING AFFIRMED

Jupiter High Grade CDO Ltd.
Class          Rating
A-2            CC (sf)

OTHER RATINGS OUTSTANDING

Jupiter High Grade CDO Ltd.
Class          Rating
B              D (sf)
C              D (sf)


K2 STUDENT 2005-1: S&P Raises Rating on Class B-1 Notes to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B notes from K2 Student Loan Trust I's series 2005-1 and
2006-1 and removed them from CreditWatch negative, where S&P
placed them on March 25, 2010. "At the same time, we affirmed our
ratings on the class A-1, A-2, and A-3 notes from the same
series," S&P said.

"The downgrades reflect our assessment of the transactions'
insufficient available hard enhancement, as measured by total
parity, to offset the limited amount of available excess spread.
Total parity has increased slightly in recent years, and totaled
98% as of March 2012. However, excess spread will be lower in a
rising interest rate environment, which our rating stress
scenarios contemplate, due to the associated increase in the cost
of debt. These factors may hinder growth in total parity.
Additionally, growth in total parity may be limited by the trust's
ability to release excess credit enhancement above a specified
parity threshold. As a result, total parity projections under
stress case scenarios may not reach par at each series' respective
legal final maturity dates," S&P said.

"The affirmed senior note ratings reflect our view of the adequacy
of senior parity (at 114% as of March 2012) to support the 'AA+
(sf)' ratings. It's important to note that the majority of the
loans in the collateral pool were originated after April 2006, so
they do not benefit from 'floor' income. Nonfloor income loans
require the trust to rebate the positive difference between the
borrowers' interest payment and special allowance payment back to
the U.S. Department of Education (DOE), which limits the trust's
available excess spread. Further, the increased cost of auction
rate notes after auctions failed has further compressed excess
spread. Despite these factors, senior parity has increased over
the last few years due to the low interest rate environment and
repurchases by the trust of auction rate notes from this
transaction at discounts to the par face amount with accumulated
cash," S&P said.

                           STRUCTURE

The liabilities in each series are 100% taxable auction-rate
notes. When the auctions fail, the transaction documents stipulate
that the auction rate notes pay interest at the maximum auction
rate defined as the lesser of:

- LIBOR plus a margin of 1.50% to 2.50% depending on the rating;

- The 90-day commercial paper (CP) rate plus a margin of 0.75%
   to 1.50% depending on the rating;

- A net loan rate, which is the weighted average return on the
   trust's student loans less expenses expressed as a percentage
   of the average principal amount of the student loans; and

- 17%.

"At closing, the structure of series 2005-1 provided a sequential
principal payment waterfall with 10% subordination, an initial
senior parity of 109%, and a total parity of 98%. While principal
is payable at maturity, the structure provided for mandatory
redemptions at the end of the acquisition period and the end of
the recycling period. The structure also permits optional
subordinate note redemptions subject to a senior parity test of
110%, and optional releases subject to senior parity of 110% and
total parity of 102%," S&P said.

"Similarly, the structure of series 2006-1 provided a sequential
principal payment waterfall with 12.6% subordination, an initial
senior parity of 110%, and a total parity of 97%. The optional
redemption and release provisions are the same as series 2005-1,"
S&P said.

"All classes of notes within each series benefit from a reserve
fund in the amount of 1% of the principal amount of the
outstanding notes, or $3.5 million as of the March 2012 servicer
report. The reserve fund is available to cover any shortfalls of
interest and principal shortfalls at the series' legal final
maturity," S&P said.

                      TRUST PERFORMANCE

"The high percentage of loans that are in nonpaying status is
another factor contributing to the limited excess spread for the
trust. The percentage of loans in the student loan portfolio that
are in nonpaying status (30-plus-days delinquent, deferment, and
forbearance) have remained relatively constant at approximately
40% to 45%. Deferment and forbearance rates have declined slightly
in recent periods, potentially due to a lower percentage of the
borrowers in the loan pool being eligible to elect deferment or
forbearance," S&P said.

Table 1
Collateral Performance Metrics
                          As of December 31st
                        2011     2010     2009
30+ days delinquent     18.0%    17.7%    16.8%
Deferment               15.5%    17.0%    19.0%
Forbearance              7.9%     8.9%     9.1%

"The senior and total parity levels for the combined series have
increased slightly since closing. As of the most recent servicer
report, which covered the first quarter of 2012, total parity was
98% and senior parity was 114%. The increases in parity over the
past few years are primarily due to the recent low interest rate
environment and repurchases by the trust of auction rate notes at
discounts to the par face amount with accumulated cash," S&P said.

Table 2
Parity
                          As of December 31
                        2011     2010     2009
Senior parity           111.6%   110.6%   111.2%
Total parity             98.0%    97.7%    97.2%

                CASH FLOW MODELING ASSUMPTIONS

S&P ran cash flows under various interest rate scenarios and
rating stress assumptions.  S&P said these are some of the major
assumptions it modeled:

- Rating-dependent default scenarios in the 10% to 30% range;

- A moderately front-loaded six-year default curve;

- Recovery rates for defaulted student loans in the collateral
   pool at the government-guaranteed reimbursement rate as
   provided by the issuer;

- Rejected servicer claims for government guaranteed
   reimbursements at a rate of 1.25% to 3.00% of the claims
   submitted;

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

- Delay of U.S. DOE claim reimbursement on defaulted loans of
   630 days;

- Rating dependent prepayment speeds starting at approximately
   1%-3% CPR (constant prepayment rate, an annualized prepayment
   speed stated as a percent of the current loan balance) that
   ramp up 1% per year to a maximum rate of 5%-9% CPR, after
   which the applicable maximum rate was held constant;

- Deferment levels of 25% for three years;

- Forbearance levels of 15% for three years; and

- Auctions were failed for the life of each transaction and
   auction rate coupons were based on maximum rate definitions in
   the transaction indentures.

           CASH FLOW MODELING RESULTS/RATING ACTIONS

"The limited available excess spread due to the maximum rate
definitions in the 100% ARS structure and significant rebates of
floor income to the U.S. DOE partially offset the benefit of the
existing enhancement. This is more apparent at the tail end of the
transaction's life as a greater percentage of available cash flow
is used to cover periodic shortfalls and transaction fees," S&P
said.

"The downgrade of the class B notes reflects our view that, while
the transaction currently has the capacity to meet its class B
debt service obligations, in the absence of a significant
consistent improvement in trust performance, the transaction is
unlikely to repay the principal balance of the class B notes in
full at their legal final maturity dates. The class B notes
are currently undercollateralized, as evidenced by the sub-par
total parity ratios. Accordingly, we lowered our 'A (sf)' ratings
on the class B notes to 'BB (sf)'," S&P said.

"However, the class A notes are supported by the minimum senior
parity threshold of 110% for releases of enhancement or optional
redemptions of the class B notes. As a result of the available
enhancement to the class A notes, including existing parity, which
is preserved by minimum thresholds, and the reserve account, we
affirmed our 'AA+ (sf)' ratings on the class A notes," S&P said.

"We have differentiated our ratings on the K2 Student Loan Trust I
from the RTP Student Loan Trust II, which was also originated by
K2 Financial LLC, because we believe the K2 transaction has less
risk relative to its available credit enhancement," S&P said.

"Standard & Poor's will continue to monitor the performance of
these series to assess whether the credit enhancement available
remains sufficient, along with other factors, in our view, to
support the ratings on each class under various stress scenarios,"
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 NEGATIVE

K2 Student Loan Trust I
Series 2005-1
                   Rating
Class       To               From
B-1         BB (sf)          A (sf)/Watch Neg

K2 Student Loan Trust I
Series 2006-1
                   Rating
Class       To               From
B-1         BB (sf)          A (sf)/Watch Neg

RATINGS AFFIRMED

K2 Student Loan Trust I
Series 2005-1
Class       Rating
A-1         AA+ (sf)
A-2         AA+ (sf)
A-3         AA+ (sf)

K2 Student Loan Trust I
Series 2006-1
Class       Rating
A-1         AA+ (sf)
A-2         AA+ (sf)
A-3         AA+ (sf)


KVK CLO 2012-1: S&P Rates $15.75MM Class E Deferrable Notes 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to KVK CLO 2012-1 Ltd./KVK CLO 2012-1 LLC's $317.625
million floating-rate notes.

The note issuance is a cash flow collateralized loan obligation
securitization of a revolving pool consisting primarily of senior
secured loans.

The preliminary ratings are based on information as of June 1,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

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

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

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

-  The diversified collateral portfolio, which consists primarily
    of senior secured term loans.

-  The designated successor collateral manager's experienced
    management team.

-  S&P's projections regarding the timely interest and ultimate
    principal payments on the preliminary rated notes, which it
    assessed using its cash flow analysis and assumptions
    commensurate with the assigned preliminary ratings under
    various interest-rate scenarios, including LIBOR ranging from
    0.34%-12.53%.

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

    The transaction's interest diversion test, a failure of which
    during the reinvestment period will lead to the
    reclassification of excess interest proceeds that are
    available prior to paying subordinated management fees and
    uncapped administrative expenses to principal proceeds for the
    purchase of collateral assets or, at the collateral manager's
    discretion, to reduce the balance of the rated notes
    outstanding sequentially.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

PRELIMINARY RATINGS ASSIGNED
KVK CLO 2012-1 Ltd./KVK CLO 2012-1 LLC

Class                 Rating     Amount (mil. $)
A                     AAA (sf)           226.625
B                     AA (sf)             35.875
C (deferrable)        A (sf)              23.625
D (deferrable)        BBB (sf)             15.75
E (deferrable)        BB (sf)              15.75
Subordinated notes    NR                  35.375

NR-Not rated.


LCM VI: S&P Raises 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 LCM VI Ltd., a U.S. collateralized loan
obligation (CLO) transaction managed by LCM Asset Management LLC.
"We also affirmed our rating on the class A notes," S&P said.

"The upgrades reflect improved credit performance we have observed
in the underlying asset pool since our Feb. 17, 2010, rating
actions, for which we referenced the December 2009 trustee report.
We affirmed our rating on the class A notes to reflect sufficient
credit support at the current rating level," S&P said.

"The transaction is currently in its reinvestment period, which
ends May 2014. Since February 2010, the credit quality of the
transaction's underlying asset portfolio has improved, as
evidenced by a decrease in defaulted obligations and those rated
in the 'CCC' range," S&P said.

"Based on the April 20, 2012, trustee report, which we used for
our current analysis, the transaction had no exposure to defaulted
assets, compared with an exposure of $10.25 million at the time of
our last rating action. The portfolio's 'CCC' rated securities
have decreased by $20.13 million to $9.32 million currently from
$29.46 million in February 2009. In addition, the weighted average
spread has increased by 1.14%," S&P said.

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

"Standard & Poor's also notes that the transaction is currently
passing its excess interest deflection test. During the
reinvestment period, if the transaction fails this requirement, it
will divert the cure amount to the collection account for
acquiring additional collateral. The transaction has not failed
this test since our February 2010 rating actions. Based on the
April 2012 trustee report, the excess interest deflection test
result was 104.68%, compared with a required minimum of 102%," S&P
said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

LCM VI Ltd.
                 Rating
Class        To           From
B            AA+ (sf)     AA- (sf)
C            A (sf)       BBB+ (sf)
D            BBB+ (sf)    BBB- (sf)
E            BB+ (sf)     CCC+ (sf)

RATING AFFIRMED

LCM VI Ltd.
Class        Rating
A            AA+ (sf)


LEHMAN BROTHERS 2006-LLF: Fitch Lowers Rating on Four Note Classes
------------------------------------------------------------------
Fitch Ratings has downgraded four and affirmed seven classes of
Lehman Brothers Floating Rate Commercial Mortgage Trust, series
2006-LLF C5, reflecting Fitch's base case loss expectation of
16.8%.  Fitch's performance expectation incorporates prospective
views regarding commercial real estate values and cash flow
declines.  The Negative Rating Outlook for class G reflects the
possibility of further negative credit migration of the underlying
collateral.

Under Fitch's updated analysis, the four remaining loans (100% of
pool) are all expected to default in the base case stress
scenario, defined as the 'B' stress.  Fitch estimates that average
recoveries on the pooled loans will be approximately 83.4% in the
base case.  In this scenario, the modeled average cash flow
decline is 5.5% from generally year-end (YE) 2011 servicer-
reported financial data, as well as recent value estimates from
the loan servicers.  In its review, Fitch analyzed servicer-
reported operating statements, STR reports and rent rolls, updated
property valuations, and recent lease and sales comparisons.

As of the May 2012 distribution report, the transaction is
collateralized by four loans, two of which are secured by hotels
(85.6%), and the remaining two secured by office properties
(14.4%).  The final rated maturity for the transaction is Sept. 1,
2021.  One loan, National Conference Center (9.8%), is delinquent
and with the special servicer.  The loan transferred in February
2012 after failing to make debt service payments.  A hard lock box
is in place and all cash is being trapped except to the extent
necessary to fund hotel operations.  A recent value estimate
indicates that despite the low property cash flow, recovery
estimates remain positive.

Three of the loans in the pool were modeled to take a loss in the
base case: Walt Disney Swan & Dolphin (75.8%), Continental Grand
II (8.5%), and 30 Montgomery St. (5.9%).

Walt Disney Swan and Dolphin consists of a two-hotel portfolio
totaling 2,267 rooms and located in the heart of the Walt Disney
World Resort complex, specifically within the EPCOT Resort Area.
Approximately $36 million ($16,850/key) was invested in the
property around the time of origination, including renovations to
the lobby, guestrooms, food and beverage outlets, meeting space,
and other common areas.  After cash flow decreased through the
recession, performance has been steadily improving.  However,
property performance remains below original expectations at this
time.  The YE 2011 occupancy, ADR, and RevPAR were 84.5%, $157.18,
and $132.85, respectively, compared with 81.1%, $154.28, and
$125.16 in 2010 and 70.9%, $174.26, and $123.50 in August 2009.
The property's net operating income (NOI) continued to recover
through 2011, at $28 million, compared with $23 million in 2010.
The loan was modeled to default at maturity; however, the
collateral on a value per square foot basis is very reasonable for
the subject's market.

Continental Grand II is secured by a 238,388 sf office building
located in the Superblock area of El Segundo, CA, within the
greater South Bay area of Los Angeles.  A former tenant, Boeing
Satellite Systems, which occupied 42.8% of the NRA, vacated its
space at its lease expiration in June 2010.  Historical occupancy
fell to as low as 50% after the loss of Boeing.  The sponsor has
been actively marketing and leasing up vacant space, and occupancy
will reach 67% as of June 2012 when certain signed tenants move
into their units.  Fitch considered the subject's market rent and
vacancy in its loss analysis. The loan is expected to default at
maturity.

30 Montgomery St. is secured by a 292,167 sf office building
located in Jersey City, NJ.  The property's performance history is
similar in respect to Continental Grand II (discussed in the
paragraph above), where vacancy has increased since origination
with the loss of certain tenants.  Recently however, occupancy has
increased with newly executed leases.  The property had an
occupancy of 63% at the end of 2010; as of March 2012, the
occupancy has risen to 76.2%. The property is expected to default
at maturity.

Fitch has downgraded the following classes, revised the Rating
Outlooks, and assigned Recovery Estimates as indicated:

  -- $45 million class G to 'BBBsf' from 'Asf'; Outlook to
     Negative from Stable;
  -- $40.9 million class H to 'CCCsf' from 'BBsf'; RE 45%;
  -- $3.7 million class J to 'Csf' from 'BBsf'; RE 0%;
  -- $32.8 million class K to 'Csf' from 'CCCsf'; RE 0%.

In addition, Fitch affirms the following classes:

  -- $65.9 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $58.5 million class B at 'AAAsf'; Outlook Stable;
  -- $53.6 million class C at 'AAAsf'; Outlook Stable;
  -- $34.1 million class D at 'AA+sf'; Outlook Stable;
  -- $45.4 million class E at 'AAsf'; Outlook Stable;
  -- $26.4 million class F at 'AA-sf'; Outlook Stable;
  -- $15.5 million class L at 'Dsf'; RE 0%.


LIGHTPOINT CLO III: S&P Raises Rating on Class C Notes From 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1A, B, and C notes from LightPoint CLO III Ltd. LightPoint CLO
III Ltd. is a collateralized loan obligation (CLO) transaction
managed by Neuberger Berman Inc. The transaction has an APEX
revolver intended to provide protection against principal losses.

"The APEX revolver facility counterparty advances money to
reimburse principal losses to the collateral assets up to a limit
of $49.225 million. Wells Fargo Bank N.A. (AA-/negative) is the
APEX revolver provider. In addition to the credit and cash flow
analysis done, we also reviewed the transaction ratings under our
counterparty criteria. The counterparty rating limited our upgrade
of the class A-1A and B notes to 'AA (sf)'," S&P said.

"The transaction's reinvestment period ended in September 2011.
Since then, the class A-1A notes have paid down over $76 million.
The upgrades reflect these paydowns, as well as the improved
credit quality of the transaction's underlying asset portfolio
since our February 2010 review. We also note that the amount of
'CCC' rated obligations held in the portfolio has decreased over
the same period and the transaction currently does not have any
defaulted obligations. As a result, the class A
overcollateralization (O/C) ratio has increased substantially,"
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 III Ltd.
                       Rating
Class               To           From
A-1A                AA (sf)      A+ (sf)
B                   AA (sf)      BBB+ (sf)
C                   BBB- (sf)    B+ (sf)


LNR CDO 2003-1: Moody's Affirms 'Caa3' Ratings on 2 Note Classes
----------------------------------------------------------------
Moody's Investors Service has affirmed all classes of Notes issued
by LNR CDO 2003-1 Ltd. The affirmations are due to key transaction
parameters performing within levels commensurate with the existing
ratings levels. The rating action is the result of Moody's on-
going surveillance of commercial real estate collateralized debt
obligation (CRE CDO and Re-Remic) transactions.

Moody's rating action is as follows:

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

Cl. B, Affirmed at Baa1 (sf); previously on Aug 4, 2010 Downgraded
to Baa1 (sf)

Cl. C-FL, Affirmed at Baa3 (sf); previously on Aug 4, 2010
Downgraded to Baa3 (sf)

Cl. C-FX, Affirmed at Baa3 (sf); previously on Aug 4, 2010
Downgraded to Baa3 (sf)

Cl. D-FL, Affirmed at B1 (sf); previously on Jun 17, 2011
Downgraded to B1 (sf)

Cl. D-FX, Affirmed at B1 (sf); previously on Jun 17, 2011
Downgraded to B1 (sf)

Cl. E-FL, Affirmed at Caa3 (sf); previously on Jun 17, 2011
Downgraded to Caa3 (sf)

Cl. E-FX, Affirmed at Caa3 (sf); previously on Jun 17, 2011
Downgraded to Caa3 (sf)

Ratings Rationale

LNR CDO 2003-1 Ltd. is a static CRE CDO transaction backed by a
portfolio commercial mortgage backed securities (CMBS) (100.0% of
the pool balance). As of the May 18, 2012 Trustee report, the
aggregate Note balance of the transaction, including Preferred
Shares, has decreased to $707.4 million from $762.7 million at
issuance, with the paydown directed to Class A. The paydown was
the result of principal repayment of underlying collateral and of
the redirection of interest proceeds as principal proceeds as a
result of the failure of the Class E par value test. Also, as of
the May 18, 2012 Trustee report, the current par balance of the
collateral assets is $496.6 million, which represents $230.2
million cumulative realized losses since issuance.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has updated credit estimates for the non-Moody's rated
collateral. The bottom-dollar WARF is a measure of the default
probability within a collateral pool. Moody's modeled a bottom-
dollar WARF of 5,913 compared to 5,825 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (1.6% compared to 1.8% at last review), A1-A3
(0.0% compared to 0.4% at last review), Baa1-Baa3 (7.1% compared
to 6.3% at last review), Ba1-Ba3 (17.4% compared to 15.4% at last
review), B1-B3 (19.1% compared to 21.3% at last review), and Caa1-
Ca/C (54.8%, the same as 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 4.0 years compared
to 2.8 at last review. The current WAL assumption is based on the
current performing collateral pool and assumption about
extensions, if any.

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 4.5% WARR compared to 8.1% at
last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 100.0%, compared to 15.2% 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. 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 4.5% to 0% or up to 9.5% would result in average rating
movement on the rated tranches of 0 to 4 notch downward and 0 to 2
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.


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

The 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
(AA/Stable/--).

The covered area will be Connecticut, Delaware, Maine, Maryland,
Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania,
Rhode Island, Vermont, Virginia, and the District of Columbia.

Long Point Re III is a special-purpose Cayman Islands exempted
company licensed as a Class B insurer in the Cayman Islands.

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


LONGPORT FUNDING: S&P Lowers Rating on Class A-1A Notes to 'CCC-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A-1A note from Longport Funding Ltd. and removed it from
CreditWatch with negative implications. Longport Funding Ltd. is a
structured finance mezzanine collateralized debt obligation (CDO)
transaction that closed in 2003.

"We placed the rating on class A-1A on CreditWatch negative on
March 19, 2012, in connection with our update to the criteria and
assumptions we use to rate CDO transactions backed by SF
securities. The downgrade reflects the updated criteria and
assumptions, as well as the credit deterioration of the portfolio.
We note that interest proceeds collected have been insufficient to
make the interest payments due to the nondeferrable notes,
therefore, principal cash was used to make interest payments," 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," 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

Longport Funding Ltd.
                       Rating
Class               To           From
A-1A                CCC- (sf)    CCC+ (sf)/Watch Neg

OTHER OUTSTANDING RATINGS

Longport Funding Ltd.

Class               Rating
A-1B                D (sf)
A-2-P               D (sf)
A-3                 D (sf)
B                   D (sf)
C                   D (sf)
D-1                 D (sf)
D-2                 D (sf)
Part. note          D (sf)


MICHIGAN FINANCE: Moody's Cuts Ratings on 22 Bond Classes to Ba3
----------------------------------------------------------------
Moody's Investors Service downgraded 24 classes and confirmed 3
classes of student loan revenue bonds, Series XVII, issued by
Michigan Finance Authority, previously known as Michigan Higher
Education Student Loan Authority. The underlying collateral
consists of student loans originated under the Federal Family
Education Loan Program (FFELP) and the Authority's private loan
program, MI-LOAN.

Ratings Rationale

The downgrades are primarily a result of higher than originally
projected net losses on the underlying collateral pool. As a
result of a sale of approximately $1 billion of FFELP student
loans out of the pool, the proportion of the private student loans
increased from 12% to 45%. Although the performance of the MI-LOAN
collateral has been in line with the original expectations, such
loans are not guaranteed by the Department of Education.
Therefore, the rise in their proportion led to an increase in the
net collateral losses without a corresponding increase in
available credit enhancement. Although the total parity, i.e. the
ratio of total assets to total liabilities, was 107.5% as of the
latest reporting date of March 31, 2012, it did not sufficiently
offset the higher net collateral losses.

In addition, the transaction generates negative carry in Moody's
high interest rate cash flow scenarios. The sale of FFELP student
loans resulted in a replacement of a significant portion of the
trust's collateral with proceeds from the sale. As of the March
31, 2012, reporting date, cash represented approximately 49.4% of
the trust's total assets. The significant amount of cash
contributes to negative carry, which is particularly severe in
Moody's high interest rate cash flow scenarios. Because coupon
payments on the tax-exempt securities, which comprise
approximately 85% of the outstanding bonds, are calculated as an
interest rate index times a specified multiple, while the yield on
the loans is calculated as an index plus a spread, the transaction
will have a disproportionate increase in the coupon payments
relative to the asset yield in the high interest rate scenarios.
This will lead to a substantial compression of excess spread.

The principal methodology used in these rating actions was
"Moody's Approach to Rating Securities Backed by FFELP Student
Loans", published on April 2, 2012, and "Moody's Approach to
Rating U.S. Private Student Loan-Backed Securities" rating
methodology, published in January, 2010, and they are available at
www.moodys.com in the Rating methodologies subdirectory under the
Research & Ratings tab. Other methodologies and factors that may
have been considered in the process of rating this issue can also
be found in the Rating Methodologies sub-directory on Moody's
website.

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.

The ratings on the bonds with relatively earlier legal maturity
dates would be upgraded if the spread between the 3 month LIBOR
index on the liability side and the 1 month LIBOR on the asset
side is 10 bps lower, but would not be downgraded if the spread is
10 bps higher.

To assess rating implications of the higher expected losses, each
individual transaction was run through a variety of stress
scenarios using the Structured Finance Workstation(R) (SFW), a
cash flow model developed by Moody's Wall Street Analytics.

The complete rating actions are as follows:

Issuer: Michigan Higher Education Student Loan Authority (Series
XVII)

XVII-I-5, Confirmed at A1 (sf); previously on Nov 23, 2011 A1 (sf)
Placed Under Review for Possible Downgrade

XVII-P-1, Confirmed at A1 (sf); previously on Nov 23, 2011 A1 (sf)
Placed Under Review for Possible Downgrade

XVII-Q-1, Confirmed at A1 (sf); previously on Nov 23, 2011 A1 (sf)
Placed Under Review for Possible Downgrade

XVII-G-1, Downgraded to Baa1 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-L, Downgraded to Baa1 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-G-2, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-H-5, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-H-6, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-I-6, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-K-2, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-K-4, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-K-5, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-K-6, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-K-7, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-M-1, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-M-2, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-N-1, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-N-2, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-N-3, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-N-4, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-N-5, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-N-7, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-O, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1 (sf)
Placed Under Review for Possible Downgrade

XVII-P-2, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-P-3, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-Q-2, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade

XVII-Q-3, Downgraded to Ba3 (sf); previously on Nov 23, 2011 A1
(sf) Placed Under Review for Possible Downgrade


MORGAN STANLEY ACES: S&P Raises Rating on Class A2 Notes to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
senior and class A2 notes from Morgan Stanley ACES SPC's series
2007-8, a synthetic collateralized debt obligation (SCDO) and
removed them from CreditWatch positive.

"We raised the ratings on the notes based on an April 26, 2012,
amendment under which portfolio substitutions were made to the
reference portfolio under the credit default swap between Morgan
Stanley Capital Services LLC and Morgan Stanley ACES SPC
specifically with respect to the senior class and A2 notes. The
portfolio changes resulted in sufficient credit enhancement at the
higher rating levels," S&P said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com


RATINGS RAISED

Morgan Stanley ACES SPC
Series 2007-8
                  Rating
Class         To          From
Senior        BB+ (sf)    BB (sf)/Watch Pos
A2            B- (sf)     CCC+ (sf)/Watch Pos


MORGAN STANLEY 1999-LIFE1: Fitch Affirms 'D' Rating on Cl. L Certs
------------------------------------------------------------------
Fitch Ratings has affirmed nine classes of Morgan Stanley Capital
I Trust's commercial mortgage pass-through certificates, series
1999-LIFE1.

The affirmations are due to sufficient credit enhancement after
consideration for expected losses from the specially serviced
loans.  As of the May 2012 distribution date, the pool's
certificate balance has been reduced by 94.6% (including 3.1% in
realized losses) to $32 million from $594 million at issuance.

Although credit enhancement has increased, the pool has become
more concentrated, with adverse selection of concern.  There are
only four loans remaining, three of which (28% of the pool) are in
special servicing.  There are cumulative interest shortfalls in
the amount of $4.7 million currently affecting classes H through N
and class P.

The largest loan in the pool (72%) is secured by a 221,744 square
foot (sf) office building located on Madison Avenue in Manhattan.
The property has a servicer-reported occupancy of 94% and the 2011
debt service coverage ratio (DSCR) was 3.84 times (x). The loan
matures on Sept. 1, 2013.

The largest contributor to Fitch-modeled losses (15%) is secured
by 85,322 square foot (sf) office building located in Appleton,
WI.  The loan transferred to special servicing due to maturity
default following the June 1, 2009 maturity of the loan.  The
special servicer has foreclosed on the property and it is
currently being marketed for sale.

Fitch affirms the following classes:

  -- $4.3 million class F at 'AAAsf'; Outlook Stable;
  -- $1.5 million class G at 'Asf'; Outlook Stable;
  -- $10.4 million class H at 'BBsf'; Outlook Negative;
  -- $7.4 million class J at 'CCsf'; RE 100%;
  -- $4.5 million class K at 'Csf'; RE 55%;
  -- $3.9 million class L at 'Dsf'; RE 0%;
  -- Class M at 'Dsf'; RE 0%;
  -- Class N at 'Dsf'; RE 0%.

Classes A-1, A-2 and B through E have paid in full.  Fitch does
not rate class P.  Fitch previously withdrew the rating on classes
X and O.


MORGAN STANLEY 2000-LIFE2: Fitch Keeps D Rating on 3 Cert Classes
-----------------------------------------------------------------
Fitch Ratings has upgraded two classes of Morgan Stanley Dean
Witter Capital I Trust's (MSDW) commercial mortgage pass-through
certificates, series 2000-LIFE2.

The upgrades reflect increased credit enhancement as a result of
paydown.  As of the May 2012 distribution date, the pool's
aggregate principal balance has reduced by 95.7% (including 1.8%
in realized losses) to $32.9 million from $765.3 million at
issuance.

There are only five loans remaining, three of which (29% of the
pool) are in special servicing.  There are cumulative interest
shortfalls in the amount of $1.6 million currently affecting
classes L through P.

The largest contributor to modeled losses is a 60,000 square foot
(sf) office building located in Greece, NY which is a suburb 10
miles northwest of Rochester.  The loan was transferred to Special
Servicing in July 2010 due to imminent maturity default and became
real-estate owned (REO) in January 2011.  The special servicer is
in the process of marketing the property for sale.

The largest loan in the pool (60%) is secured by a 165,335 sf
office building located in Manhattan.  The property has a
servicer-reported occupancy of 100% and the 2011 debt service
coverage ratio (DSCR) was 2.81 times (x).  The loan matures on
Oct. 1, 2014.

Fitch has upgraded the following classes:

  -- $1.4 million class F to 'AAAsf' from 'A-sf'; Outlook Stable;
  -- $3.1 million class G to 'AAAsf' from 'BBB+sf'; Outlook
     Stable.

Fitch has affirmed the following classes as indicated:

  -- $9.6 million class H at 'BBB-'; Outlook Stable;
  -- $9.2 million class J at 'CCCsf'; RE 100%;
  -- $3.1 million class K at 'CCCsf'; RE 100%;
  -- $4 million class L to 'Csf'; RE 85%;
  -- $2.7 million class M at 'Dsf'; RE 0%;
  -- Class N at 'Dsf'; RE 0%;
  -- Class O at 'Dsf'; RE 0%.

Classes A-1, A-2 and B through E have paid in full.  Fitch does
not rate class P.  Fitch previously withdrew the rating on class
X.


MORGAN STANLEY 2003-HQ2: Fitch Cuts Rating on $14MM Certs. to CCC
-----------------------------------------------------------------
Fitch Ratings has downgraded two classes and affirmed the
remaining seven classes of Morgan Stanley Dean Witter Capital I
Inc., commercial mortgage pass-through certificates, series 2003-
HQ2 (MSDW 2003-HQ2).

The downgrades reflect a slight increase in Fitch expected losses,
which is expected to negatively impact credit enhancement due to
the smaller subordinate class sizes.  Fitch expected losses total
3.6% of the original pool balance, including 0.7% realized losses
to date.

As of the May 2012 distribution date, the pool's certificate
balance has been reduced by 26.2% (including realized losses) to
$687 million from $931.6 million at issuance. Fifteen loans (19%)
have been defeased.  There is currently one specially serviced
loan (0.72%) in the pool.  Interest shortfalls are affecting class
O.

The specially serviced loan (0.72%) is secured by a 62,715 square
foot (sf) office property located in Arlington Heights, IL.  The
loan transferred to special servicing in February 2012 due to a
payment default.  Occupancy at the property decreased from 97% in
December 2010 to 26% in 2012. The special servicer is pursuing
foreclosure.

Fitch downgrades the following classes as indicated:

  -- $8.2 million class G to 'BBsf' from 'BBB-sf'; Outlook Stable;
  -- $14 million class H to 'CCCsf' from 'BB+sf'; RE 100%.

Fitch affirms the following classes as indicated:

  -- $11.1 million class A-1 at 'AAAsf'; Outlook Stable;
  -- $522.2 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $39.6 million class B at 'AAAsf'; Outlook Stable;
  -- $41.9 million class C at 'AA-sf'; Outlook Stable;
  -- $9.3 million class D at 'Asf'; Outlook Stable;
  -- $9.3 million class E at 'A-sf'; Outlook Stable;
  -- $10.5 million class F at 'BBBsf'; Outlook Stable.

Class X-2 has paid in full.  Fitch does not rate classes J through
O.  Fitch previously withdrew the rating on class X-1.


MORGAN STANLEY 2004-IQ7: Fitch Keeps CCC Rating on 3 Cert Classes
-----------------------------------------------------------------
Fitch Ratings affirms 14 classes of Morgan Stanley Capital I Trust
commercial mortgage pass through certificates, series 2004-IQ7.

The affirmations reflect the stable performance of the pool and
minimal expected losses.  The Positive Outlooks reflect increased
credit enhancement to the classes as a result of paydown and
defeasance.  The Negative Outlooks reflect concerns related to
loans with single-tenant exposure coupled with several thin
subordinate tranches.  Any incurred losses will be absorbed by the
non-rated class O.

As of the May 2012 distribution date, the pool's certificate
balance has paid down 22% to $673.6 million from $863 million at
issuance.

There are 116 remaining loans from the original 129 loans at
issuance.  Of the remaining loans, 10 loans (25.8%) have defeased.
Fifty seven loans (18.8%) are backed by multifamily cooperative
(co-op) properties.

Fitch has identified 13 loans as Fitch loans of concern (5.39%),
which includes two specially serviced loans (2.06%).

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

  -- $20.8 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $550.5 million class A-4 at'AAAsf'; Outlook Stable;
  -- $29.1 million class B at 'AAsf'; Outlook Positive;
  -- $22.7 million class C at 'Asf'; Outlook Positive;
  -- $6.8 million class D at 'A-sf'; Outlook Stable;
  -- $9.4 million class E at 'BBB+sf'; Outlook Stable;
  -- $5.4 million class F at 'BBBsf'; Outlook Stable;
  -- $4.3 million class G at 'BBB-sf'; Outlook Stable;
  -- $5.4 million class H at 'BBsf'; Outlook Stable;
  -- $4.3 million class J at 'Bsf'; Outlook Negative;
  -- $2.2 million class K at 'B-sf'; Outlook Negative;
  -- $2.2 million class L at 'CCCsf'; RE 100%;
  -- $2.2 million class M at 'CCCsf'; RE 100%;
  -- $2.2 million class N at 'CCCsf'; RE 100%.

Fitch does not rate class O.  Classes A-1 and A-2 have paid in
full.  Additionally, Fitch previously withdrew the ratings of the
interest only classes X-1 and X-Y (For additional information, see
'Fitch Revises Practice for Rating IO & Pre-Payment Related
Structured Finance Securities', dated June 23, 2010.)


MORGAN STANLEY 2007-XLF: Fitch Keeps D Rating on 3 Pooled Classes
-----------------------------------------------------------------
Fitch Ratings has upgraded four classes and affirmed seven classes
of the pooled portion of Morgan Stanley Capital I Trust series
2007-XLF (MSCI 2007-XLF).  Fitch's performance expectation
incorporates prospective views regarding the commercial real
estate market outlook.

The upgrades to classes B through E reflect improved credit
enhancement to these classes.  Since last review, the senior notes
have received paydown totaling $258.1 million including the full
payoff of three loans, the discounted payoff of another loan, and
partial paydowns and scheduled amortization of the remaining loans
in the transaction.  Since origination, 68% of the transaction has
paid down while one loan has realized a loss of $51.8 million
(51.8% loan loss severity; 3.9% of the original pool balance).

Under Fitch's methodology, approximately 98.6% of the pool is
modeled to default in the base case stress scenario, defined as
the 'B' stress.  In this scenario, the modeled average cash flow
decline is 7.9% from generally year end (YE) 2011.  To determine a
sustainable Fitch cash flow and stressed value, Fitch analyzed
servicer-reported operating statements and rent rolls, updated
property valuations, and recent sales comparisons.  Fitch
estimates that average recoveries will be strong at approximately
99.9% in the base case.

As of the May 2012 trustee report, the transaction is
collateralized by six loans, including three secured by hotels
(79% of the pool) and three by office properties 21%).  The
largest loan in the transaction is the Crown Plaza Times Square
(38%), a 770-room full-service hotel located in the Times Square
area of Midtown Manhattan.  Performance at the property has
improved significantly over the last few years; the Servicer
reported YE 2011 net operating income (NOI) is up 30% from YE 2010
and up nearly 100% from YE 2009.  The loan, which was recently
returned to the Master Servicer, was extended and modified in
December 2011, at which time the A-note was paid down by $10
million.

With respect to the pooled classes, only one loan was modeled to
take a loss in the base case.  The former Le Meridien Cancun, now
known as the Sandos Cancun Luxury Experience Resort & Spa, is an
all-inclusive hotel containing 214 rooms.  The property struggled
over the past few years, while YE 2011 performance was up from the
prior two years; the servicer reported YE 2011 NOI was not
sufficient to cover debt service.  Cash flow is expected to
improve as the recently re-flagged hotel continues to ramp up
operations.  An operating reserve of $1.2 million is currently in
place.  Fitch classified this loan as a Loan of Concern, and
modeled a term default with a loss in its base case scenario.

Fitch has upgraded the ratings for the following pooled classes,
as indicated:

  -- $41.2 million class B to 'AAAsf' from 'AAsf'; Outlook Stable;
  -- $41.2 million class C to 'AAsf' from 'Asf'; Outlook Stable;
  -- $25.2 million class D to 'AAsf' from 'Asf'; Outlook Stable;
  -- $27.4 million class E to 'Asf' from 'BBBsf'; Outlook Stable.

Fitch has affirmed the ratings and revised Outlooks for the
following pooled classes, as indicated:

  -- $159 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $26.3 million class F at 'BBBsf'; Outlook Stable;
  -- $26.6 million class G at 'BBsf'; Outlook Stable;
  -- $13.5 million class H at 'BBsf'; Outlook to Stable from
     Negative;
  -- $20.6 million class J at 'Dsf'; RE 95%;
  -- $20.6 million class K at 'Dsf'; RE 0%;
  -- $21.1 million class L at 'Dsf'; RE 0%.

Fitch has affirmed the following non-pooled classes, as indicated:

  -- $5.2 million class M-HRO at 'BBsf'; Outlook Stable;
  -- $8 million class N-HRO at 'Dsf'; RE 85%.

Fitch withdraws the 'Dsf' rating on non-pooled class M-JPM; the
balance has been reduced to $0 through paydown and losses.


MORGAN STANLEY 2011-C2: Moody's Affirms Ba3 Rating on X-B Certs.
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of eleven classes
of Morgan Stanley Capital I Trust 2011-C2, Commercial Mortgage
Pass-Through Certificates, Series 2011-C2 as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Jun 27, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Jun 27, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Jun 27, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jun 27, 2011
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa2 (sf); previously on Jun 27, 2011 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at A2 (sf); previously on Jun 27, 2011 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed at Baa2 (sf); previously on Jun 27, 2011
Definitive Rating Assigned Baa2 (sf)

Cl. E, Affirmed at Baa3 (sf); previously on Jun 27, 2011
Definitive Rating Assigned Baa3 (sf)

Cl. F, Affirmed at Ba2 (sf); previously on Jun 27, 2011 Definitive
Rating Assigned Ba2 (sf)

Cl. X-A, Affirmed at Aaa (sf); previously on Jun 27, 2011
Definitive Rating Assigned Aaa (sf)

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

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
2.7% of the current balance. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at:

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

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 17, the same as at securitization.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.4 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's press release
assigning definitive ratings is dated June 27, 2011.

Deal Performance

As of the May 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 1% to $1.20 billion
from $1.21 billion at securitization. The Certificates are
collateralized by 52 mortgage loans ranging in size from less than
1% to 13% of the pool, with the top ten loans representing 63% of
the pool. The pool contains two loans with an investment grade
credit estimate, representing 10% of the pool.

There are no loans on the watchlist or in special servicing, and
no loans have been liquidated from the pool.

Moody's was provided with full year 2011 operating results for 92%
of the pool. Moody's weighted average LTV is 97% compared to 98%
at securitization. Moody's net cash flow reflects a weighted
average haircut of 11% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.0%.

Moody's actual and stressed DSCRs are 1.50X and 1.07X,
respectively, compared to 1.46X and 1.04X at securitization.
Moody's actual DSCR is based on Moody's net cash flow (NCF) and
the loan's actual debt service. Moody's stressed DSCR is based on
Moody's NCF and a 9.25% stressed rate applied to the loan balance.

The largest loan with a credit estimate is the One Park Avenue
Loan ($96 million -- 8% of the pool), which is a pari passu
interest in a first mortgage secured by a 932,000 square foot (SF)
Class A office building located in the Madison Square submarket of
Manhattan New York. The property is also encumbered by a $64
million B-note. The property was 95% leased as of December 2011
compared to 90% at securitization. The property's performance
declined slightly since securitization due to a significant
increase in G&A expense. Leases for 17% of the property expire
through 2013. The loan is interest only for the entire five year
term and matures in March 2016. Moody's current credit estimate
and stressed DSCR are Baa3 and 1.38X, respectively, compared to
Baa3 and 1.44X at securitization.

The second largest loan with a credit estimate is the FedEx
Distribution Center loan ($22.5 million -- 2% of the pool), which
is secured by a 117,000 SF single tenant industrial property
located in East Elmhurst New York. The property is leased to FedEx
(senior unsecured rating of Baa1) on a triple net lease expiring
in 2023, with rent bumps every five years. The loan has a term of
ten years and is amortizing on a 15 year schedule, with an
anticipated repayment date (ARD) of December 2020 and a final
matuirty in December 2022. Due to the single tenant nature of this
building Moody's has incorporated a dark/lit analysis into this
review. Moody's current credit estimate and stressed DSCR are A2
and 1.17X, respectively, compared to A2 and 1.13X at
securitization.

The top three conduit loans represent 35.6% of the pool balance.
The largest performing loan is the Deerbrook Mall Loan ($151.7
million -- 12.6% of the pool), which is secured by a 1.2 million
SF (554,500 SF collateral) regional mall located in Humble Texas.
The loan sponsor is General Growth Properties. The non collateral
anchors are Dillards, Macys, Sears, and JC Penny. AMC is the only
borrower-owned anchor. Inline occupancy has declined slightly
since last year to 97% from 98% at securitization. Near term lease
rollover represents 21% within the next one to three years. The
loan has a term of ten years and is amortizing on a 30 year
schedule, maturing in April 2021. Moody's analysis incorporates a
stressed cash flow due to Moody's concerns about potential near
term rollover risk. Moody's LTV and stressed DSCR are 100% and
0.97X, respectively, compared to 90% and 1.05X at securitization.

The second largest loan is the Ingram Park Mall Loan ($143.2
million -- 12% of the pool), which is secured by a 1.1 million SF
(375,000 SF collateral) regional mall located in San Antonio
Texas. The loan sponsor is Simon Property Group. The non
collateral anchors are Dillards, Macys, Sears, and JC Penny.
Inline occupancy is 88%, down from 93% at securitization. Leases
for approximately 17% of the property expire within the next one
to three years, with 84% expiring over the life of the loan. The
loan has a term of ten years and is amortizing on a 30 year
schedule, maturing in June 2021. Performance has declined slightly
due to the decline in occupancy and increased expenses. Moody's
analysis incorporates a stressed cash flow due to Moody's concerns
about potential near term rollover risk. Moody's LTV and stressed
DSCR are 107% and 0.94X, respectively, compared to 101% and 0.99X
at securitization.

The third largest loan is the 1180 Avenue of the Americas Loan
($133 million -- 11% of the pool), which is secured by a 23 story
363,000 SF Class A office building located in Manhattan New York,
in the midtown submarket between 46th and 47th street. The
property is also encumbered by a $49 million B-note, which is
being held outside the trust. Included in the collateral is 13,600
SF in ground floor retail. The property was 90% leased as of
December 2011 compared to 91% at securitization. Leases
representing approximately 30% of the NRA expire when the loan
matures, with an additional 20% during the following year. The
loan is interest only for the entire five year term and matures in
June 2016. Performance remains stable. Moody's LTV and stressed
DSCR are 105% and 0.90X, respectively, compared to 106% and 0.90X
at securitization.


MT SPOKANE 2007-A: S&P Affirms 'B(sf)' Rating on Certificate
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on four
classes of notes from Mt. Spokane 2007-A LLC.

"The affirmations follow our review of the ratings assigned to the
notes from this transaction in accordance with our surveillance
procedures, which call for periodic review of transaction ratings.
We believe the notes have sufficient credit enhancement to support
them at their current ratings," S&P said.

"Mt. Spokane 2007-A LLC issued the notes to support a credit
default swap it sold to Northwest Farm Credit Services pursuant to
a 1992 international swaps and derivative association (ISDA)
master agreement. The credit default swap references a portfolio
of real estate secured, first-lien agribusiness term loans. The
proceeds of the notes are invested in eligible securities. If the
aggregate losses of the reference portfolio exceed a class-
specific threshold, the noteholders of this class may suffer a
loss," S&P said.

"The notes have amortized down to a 51.5% pool factor and the
performance of the reference portfolio of agribusiness loans have
resulted in cumulative realized losses of 0.023% of the original
outstanding balance. Credit enhancement for each class of the
notes is provided by the subordinated notes, the interest account,
and the swap reserve account," 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

RATINGS AFFIRMED

Mt. Spokane 2007-A LLC
$1.019 billion floating rate securities series 2007-A
Class             Rating
C                 A (sf)
D                 BBB (sf)
E                 BB (sf)
Certificate       B (sf)


NORTHLAKE CDO I: S&P Lowers Rating on Class I-MM Notes to 'CCC-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
I-MM notes from Northlake CDO I Ltd. and removed it from
CreditWatch with negative implications. Northlake CDO I Ltd. is a
structured finance mezzanine collateralized debt obligation (CDO)
transaction that closed in 2003.

"We downgraded class I-MM after applying our updated criteria and
assumptions and due to the credit deterioration of the
transaction's portfolio. We previously placed our rating on class
I-MM on CreditWatch negative on March 19, 2012, in connection with
our update to the criteria and assumptions we use to rate CDO
transactions backed by SF securities. We note that interest
proceeds collected have been insufficient to make the interest
payments due to the nondeferrable notes, therefore, principal cash
was used to make interest payments," 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 ACTION

Northlake CDO I Ltd.
                       Rating
Class               To           From
I-MM                CCC- (sf)    B- (sf)/Watch Neg

OTHER OUTSTANDING RATINGS

Northlake CDO I Ltd.

Class               Rating
I-A                 D (sf)
II                  D (sf)
III                 D (sf)


PREFERREDPLUS TRUST ELP-1: S&P Ups Ratings on 2 Cert Classes to BB
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
PreferredPLUS Trust Series ELP-1's $40.754 million class A and B
certificates to 'BB' from 'BB-' and removed them from CreditWatch
with developing implications, where S&P placed them on Oct. 21,
2011.

"Our ratings on the certificates are dependent on our rating on
the underlying security, El Paso Corp.'s 7.75% medium-term notes
due Jan. 15, 2032 ('BB')," S&P said.

"The rating actions follow our May 24, 2012, raising of our rating
on the underlying security to 'BB' from 'BB-' and its removal from
CreditWatch with developing implications, where we placed it on
Oct. 17, 2011. 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


PRUDENTIAL SECURITIES: Moody's Cuts Rating on A-EC Secs. to 'Caa1'
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of four classes and
downgraded one class of Prudential Securities Secured Financing
Corp. 1998-C1 as follows:

Cl. H, Affirmed at Aa1 (sf); previously on Aug 4, 2011 Upgraded to
Aa1 (sf)

Cl. J, Affirmed at A3 (sf); previously on Aug 4, 2011 Upgraded to
A3 (sf)

Cl. L, Affirmed at Caa3 (sf); previously on Nov 11, 2010
Downgraded to Caa3 (sf)

Cl. M, Affirmed at C (sf); previously on Nov 11, 2010 Downgraded
to C (sf)

Cl. A-EC, Downgraded to Caa1 (sf); previously on Feb 22, 2012
Downgraded to B3 (sf)

Ratings Rationale

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

The downgrade to the interest only class, Class A-EC, is due to
the decline in credit quality of its referenced classes.

Moody's rating action reflects a cumulative base expected loss of
4.8% of the current balance compared to 2.7% at last review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 18, compared to 20 at last review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.4 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated August 4, 2011.

Deal Performance

As of the May 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 94% to $73 million
from $1.1 billion at securitization. The Certificates are
collateralized by 33 mortgage loans ranging in size from less than
1% to 11% of the pool, with the top ten loans representing 62% of
the pool. The pool contains two defeased loans representing 16% of
the pool. The pool does not contain any loans that have investment
grade credit estimates.

Five loans, representing 19% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Sixteen loans have been liquidated from the pool, resulting in an
aggregate $20.8 million realized loss (31% loss severity on
average). As of the May 17, 2012 distribution date, there is one
loan in special servicing representing 6% ($4.3 million) of the
pool. This specially serviced loan is Willow Brook Village
Shopping Center which is secured by a 179,741 square foot (SF)
anchored retail center located in Coldwater, Michigan. The loan
was bid at auction and sold for $3.4 million on June 5, 2012.

Moody's was provided with full year 2010 and full or partial year
2011 operating results for 87% and 79% of the pool, respectively.
Excluding the specially serviced loan, Moody's weighted average
LTV is 52% compared to 64% at last review. Moody's net cash flow
reflects a weighted average haircut of 10.0% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 9.3%.

Excluding the specially serviced loan, Moody's actual and stressed
DSCRs are 1.62X and 2.42, respectively, compared to 1.64X and
2.15X at last review. Moody's actual DSCR is based on Moody's net
cash flow (NCF) and the loan's actual debt service. Moody's
stressed DSCR is based on Moody's NCF and a 9.25% stressed rate
applied to the loan balance.

The top three performing loans represent 24% of the pool balance.
The largest performing loan is Westwood Plaza ($8 million - 11%),
which is secured by an anchored retail center located in Westwood,
NJ. The property was 98% leased as of October, 2011, the same as
at last review. Moody's LTV and stressed DSCR are 49% and 2.22,
respectively, compared to 49% and 2.08x at last review.

The second largest performing conduit loan is the Hunters Hollow
Apartment Loan ($6 million -- 8.3% of the pool), which is secured
by a 200 unit apartment building in Strongsville, Ohio.
Performance has been stable. Moody's LTV and stressed DSCR are 63%
and 1.62X, respectively, compared to 73% and 1.39X at last review.

The third largest conduit loan is the Village of Santo Domingo
Apartments ($3.6 million -- 5% of the pool), which is secured by a
120 unit apartment building in Las Vegas, Nevada. Performance has
been stable. Moody's LTV and stressed DSCR are 67% and 1.53X,
respectively, compared to 67% and 1.54X at last review.


RESIDENTIAL REINSURANCE 2012-I: S&P Rates Class 3 Notes 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-(sf)' and
'BB(sf)' ratings to the Series 2012-I Class 3 and Class 5 notes,
respectively, issued by Residential Reinsurance 2012 Ltd. (Res Re
2012). "The notes cover losses in the covered area from hurricane,
earthquake, severe thunderstorm, winter storm, and wildfire on a
per-occurrence basis for the Class 3 notes, and on an annual
aggregate basis for the Class 5 notes," S&P said.

"The ratings are based on the lower of the rating on the
catastrophe risk ('BB-' for the Class 3 and 'BB' for the Class 5
notes), the rating on the assets in the reinsurance trust account
('AAAm' for each class of notes), or the risk of nonpayment by the
ceding insurer ('AA+')," S&P said.

"The Class 3 notes will cover 6.25% of ultimate loss between the
attachment point of $2 billion and the exhaustion point of $2.8
billion, and the Class 5 notes will cover approximately 27.23% of
ultimate net loss between the attachment point of $1.571 billion
and the exhaustion point of $1.975 billion," S&P said.

RATINGS LIST
New Rating
Residential Reinsurance 2012 Ltd.
  Series 2012-I Class 3 Notes              BB-(sf)
  Series 2012-I Class 5 Notes              BB(sf)


RTP STUDENT 2007-1: S&P Lowers Rating on Class B-1 Notes to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A and class B notes from RTP Student Loan Trust II's series
2007-1 and removed the class B notes from CreditWatch negative,
where S&P placed them on March 16, 2010.

"The downgrades reflect our assessment of the transaction's
insufficient available hard credit enhancement at the previous
ratings as measured by parity to offset the limited amount of
available excess spread. It's important to note that all of the
loans in the collateral pool were originated after April 2006, so
they do not benefit from 'floor' income. Nonfloor income loans
require the trust to rebate the positive difference between the
borrowers' interest payment and special allowance payment back to
the U.S. Department of Education (DOE), which limits the trust's
available excess spread. Further, the increased cost of auction
rate notes after the auctions failed has further compressed excess
spread. Despite these factors, parity has increased over the last
few years, primarily due to repurchases by the trust of auction
rate notes from this transaction at discounts to the par face
amount with accumulated cash. Senior and total parity have
increased slightly in recent years to 106% and 97.6%,
respectively, as of March 2012. However, excess spread will be
lower in a rising interest rate environment, which our rating
stress scenarios contemplate, due to the associated increase in
the cost of debt. These factors may hinder growth in parity.
Additionally, growth in parity may be limited by the trust's
ability to release excess credit enhancement above a specified
parity threshold. As a result, total parity projections under
stress case scenarios may not reach par at the series' legal
final maturity date," S&P said.

                          STRUCTURE

The liabilities are 100% taxable auction-rate notes. When the
auctions fail, the transaction documents stipulate that the
auction rate notes pay interest at the maximum auction rate
defined as the lesser of:

- LIBOR plus a margin of 1.50% to 2.50% depending on the rating;

- The 90-day commercial paper (CP) rate plus a margin of 0.75% to
   1.50% depending on the rating;

- A net loan rate, which is the weighted average return on the
   trust's student loans less expenses expressed as a percentage
   of the average principal amount of the student loans; and

- 17%.

"At closing, the structure of series 2007-1 provided a sequential
principal payment waterfall with 5% subordination, an initial
senior parity of 102%, and a total parity of 97%. While principal
is payable at maturity, the structure provided for mandatory
redemptions at the end of the acquisition period and the end of
the recycling period. The structure also permits optional
subordinate note redemptions subject to a senior parity test of
106%, and optional releases subject to senior parity of 106% and
total parity of 101%," S&P said.

"All classes of notes benefit from a reserve fund in the amount of
1% of the principal amount of the outstanding notes, or $1.4
million as of the March 2012 servicer report. The reserve fund is
available to cover any shortfalls of interest and principal
shortfalls at legal final maturity," S&P said.

                         TRUST PERFORMANCE

"The high percentage of loans that are in nonpaying status is
another factor contributing to the limited excess spread for the
trust. The percentage of student loans in portfolio that are in
nonpaying status (30-plus-days delinquent, deferment, and
forbearance) has remained relatively constant at approximately 35%
to 40%. Deferment and forbearance rates have declined slightly in
recent periods, potentially due to a lower percentage of the
borrowers in the loan pool being eligible to elect deferment or
forbearance," S&P said.

Table 1
Collateral Performance Metrics
                          As of December 31st
                        2011     2010     2009
30+ days delinquent     13.8%    15.1%    12.8%
Deferment               14.3%    14.6%    15.5%
Forbearance              8.9%     11.0%     12.2%

The senior and total parity levels have increased slightly since
closing. As of the most recent servicer report, which covered the
first quarter of 2012, total parity was 97.6% and senior parity
was 106%. The increases in parity over the past few years are
primarily due to repurchases by the trust of auction rate notes at
discounts to the par face amount with accumulated cash. Absent the
repurchases of auction rate notes at discounts, historical parity
levels would have likely remained relatively flat despite the
recent low interest rate environment.

Table 2
Parity
                          As of December 31
                        2011     2010     2009
Senior parity           105.0%   103.5%   102.2%
Total parity             97.4%    97.3%    96.4%

                  CASH FLOW MODELING ASSUMPTIONS


S&P ran cash flows under various interest rate scenarios and
rating stress assumptions.  S&P said these are some of the major
assumptions it modeled::

- Rating-dependent default scenarios in the 10% to 30% range;

- A moderately front-loaded six-year default curve;

- Recovery rates for defaulted student loans in the collateral
   pool at the government-guaranteed reimbursement rate as
   provided by the issuer;

- Rejected servicer claims for government guaranteed
   reimbursements at a rate of 1.25% to 3.00% of the claims
   submitted;

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

- Delay of U.S. DOE claim reimbursement on defaulted loans of
   630 days;

- Rating dependent prepayment speeds starting at approximately
   1%-3% CPR (constant prepayment rate, an annualized prepayment
   speed stated as a percent of the current loan balance) that
   ramp up 1% per year to a maximum rate of 5%-9% CPR, after
   which the applicable maximum rate was held constant;

- Deferment levels of 25% for three years;

- Forbearance levels of 15% for three years; and

- Auctions were failed for the life of each transaction and
   auction rate coupons were based on maximum rate definitions in
   the transaction indentures.

            CASH FLOW MODELING RESULTS/RATING ACTIONS

"The limited available excess spread due to the maximum rate
definitions in the 100% ARS structure and significant rebates of
floor income to the U.S. DOE partially offset the benefit of the
existing enhancement. This is more apparent at the tail end of the
transaction's life as a greater percentage of available cash flow
is used to cover periodic shortfalls and transaction fees," S&P
said.

"The class A notes are supported by the minimum senior parity
threshold of 106% for releases of enhancement or optional
redemptions of the class B notes. In our view, this level of hard
enhancement combined with the limited available excess spread is
insufficient at the previous ratings for the class A-1 and A-2
notes. As a result, we lowered our 'AA+ (sf)' ratings on these
notes to 'AA (sf)'," S&P said.

"The downgrade of the class B notes reflects our view that, while
the transaction currently has the capacity to meet its class B
debt service obligations, the transaction is unlikely to repay the
principal balance of the class B notes in full at its legal final
maturity date without a consistent improvement in trust
performance. The class B notes are currently undercollateralized,
as evidenced by the sub-par total parity ratios. Accordingly, we
lowered our 'A (sf)' rating on the class B notes to 'B (sf)'," S&P
said.

"We have differentiated our ratings on the RTP Student Loan Trust
II from the K2 Student Loan Trust I, which was also originated by
K2 Financial LLC, as we believe the RTP transaction has a higher
degree of risk relative to its available credit enhancement," S&P
said.

"Standard & Poor's will continue to monitor the performance of
this series to assess whether the credit enhancement available
remains sufficient, along with other factors, in our view, to
support the ratings on each class under various stress scenarios,"
S&P said.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

RTP Student Loan Trust II 2007-1
                 Rating
Class       To              From
A-1         AA (sf)         AA+ (sf)
A-2         AA (sf)         AA+ (sf)
B-1         B (sf)          A(sf)/Watch Neg


RYLAND 1994-01: Moody's Withdraws 'C' Rating on Class C-1 Bonds
---------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of three bonds
issued by Ryland 1994-01.

Issuer: Ryland Mtg Sec 1994-01

A, Withdrawn (sf); previously on Apr 15, 1994 Assigned Aaa (sf)

B-1, Withdrawn (sf); previously on Sep 18, 2009 Downgraded to Ba1
(sf)

C-1, Withdrawn (sf); previously on Sep 18, 2009 Downgraded to C
(sf)

Ratings Rationale

The resecuritization transaction is backed by two underlying bonds
1) class B-2 issued by Coast S&L 1992-01 and 2) class B issued by
Merrill Lynch 1988W. Class B issued by Merrill Lynch 1988W is
backed by a mortgage pool with with pool factor less than 5% and
containing fewer than 40 loans. This underlying bond contributes
to approximately 27% of the collateral backing the
resecuritization. In addition, the ratings on the resecuritization
are sensitive to the rating of this underlying bond.

Moody's has withdrawn the ratings pursuant to published rating
methodologies that allow for the withdrawal of the ratings if the
size of the underlying collateral pool at the time of the
withdrawal has fallen below a specified level.

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

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF285762


SALOMON BROTHERS: Moody's Affirms 'C' Rating on Class J Certs.
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of four classes of
Salomon Brothers Commercial Mortgage Trust 2001-C1, Commercial
Mortgage Pass-Through Certificates, Series 2001-C1 as follows:

Cl. G, Affirmed at B2 (sf); previously on Jun 9, 2011 Upgraded to
B2 (sf)

Cl. H, Affirmed at Caa2 (sf); previously on Jun 9, 2011 Upgraded
to Caa2 (sf)

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

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

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
18.2% of the current balance. At last review, Moody's cumulative
base expected loss was 14.5%. The current base expected loss is
higher than at last review on a percentage basis because of the
significant paydowns that have occured since last review. However
on a dollar basis it is less - $5.2 million compared to $10.5
million at last review. Moody's provides a current list of base
expected losses for conduit and fusion CMBS transactions on
moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of 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 Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of six compared to 13 at Moody's prior full
review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.4 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated June 9, 2011.

Deal Performance

As of the May 18, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 97% to $28.1
million from $952.7 million at securitization. The Certificates
are collateralized by 13 mortgage loans ranging in size from less
than 1% to 29% of the pool, with the top ten loans representing
98% of the pool.

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

Thirty-one loans have been liquidated from the pool, resulting in
an aggregate realized loss of $57.3 million (32% loss severity
overall). Three loans, representing 31% of the pool, are currently
in special servicing. The largest specially serviced loan is the
Minnesota Industrial Port Loan ($6.7 million -- 23.8% of the
pool), which is secured by two crossed-collateralized loans. The
loans are secured by a total of 258,676 square feet (SF) of
warehouse/office space located in Brooklyn Center, Minnesota. The
loans transferred to special servicing in February 2009 due to
imminent monetary default and became real estate owned (REO) in
September 2010. Moody's has estimated an aggregate $4.7 million
loss (53% expected loss on average) for the specially serviced
loans.

As of the most recent remittance date, the pool has experienced
cumulative interest shortfalls totaling $2.5 million and affecting
Classes J through H. Moody's anticipates that the pool will
continue to experience interest shortfalls caused by specially
serviced loans. Interest shortfalls are caused by special
servicing fees, including workout and liquidation fees, appraisal
subordinate entitlement reductions (ASERs), extraordinary trust
expenses and non-advancing by the master servicer based on a
determination of non-recoverability.

Moody's was provided with partial and full year 2011 operating
results for 60% of the pool. Excluding specially serviced loans,
Moody's weighted average LTV is 64% compared to 60% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 15% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.9%.

Excluding specially serviced loans, Moody's actual and stressed
DSCRs are 1.47X and 2.06X, respectively, compared to 1.63X and
1.94X at last review. Moody's actual DSCR is based on Moody's net
cash flow (NCF) and the loan's actual debt service. Moody's
stressed DSCR is based on Moody's NCF and a 9.25% stressed rate
applied to the loan balance.

The top three performing loans represent 51% of the pool balance.
The largest loan is the Regency Park Plaza Loan ($7.3 million --
25.8% of the pool), which is secured by a 88,086 SF retail center
located in Vacaville, California. The loan was previously
transferred to special servicing in November 2010 due to maturity
default and was later modified to extend the maturity date by 24
months, to December 2012. The property was 87% leased as of
October 2011 compared to 62% at last review. Moody's LTV and
stressed DSCR are 67% and 1.54X, respectively, compared to 58% and
1.77X at last review.

The second largest loan is the Best Buy - Jacksonville Loan ($4.0
million -- 14.4% of the pool), which is secured by a 45,914 SF
single tenant retail building located in Jacksonville, Florida.
The property is fully leased to Best Buy through February 2020.
Although performance has been stable, Moody's analysis reflects a
lit/dark analysis to reflect Moody's concerns with single tenant
occupancy. Moody's LTV and stressed DSCR are 82% and 1.32X,
respectively, compared to 73% and 1.48X at last review.

The third largest loan is the Hilby Station Apartments Loan ($3.2
million - 11.3% of the pool), which is secured by a 117-unit
multifamily property located in Spokane, Washington, The property
was 91% leased as of December 2011 compared to 86% at last review.
Property performance has declined due to an increase in operating
expenses. Moody's LTV and stressed DSCR are 71% and 1.37X,
respectively, compared to 53% and 1.84X at last review.


SAN JOSE REDEVELOPMENT: Fitch Cuts Rating on $1.6BB Bonds to 'BB-'
------------------------------------------------------------------
Fitch Ratings has downgraded the following San Jose Redevelopment
Agency, CA tax allocation bonds (TABs):

-- $235.3 million merged area redevelopment projects TABs, series
    2003, 2008A and 2008B, to 'BB' from 'BBB-';

-- $1.6 billion merged area redevelopment projects TABS, series
    1993, 1997, 1999, 2002, 2004A, 2005A, 2005B, 2006B, 2006A-T,
    2006C, 2006D, 2007A-T, 2007B, to 'BB-' from 'BB+'.

All of the merged area TABs are placed on Rating Watch Negative.
In addition, Fitch has placed $247.5 million in housing set aside
TABs, rated 'A', on Rating Watch Negative.

Security

-- The merged area TABs are secured by gross tax increment
    revenue from the project area net of certain senior
    pass-throughs and the 20% set-aside for housing. The housing
    TABs are secured by the 20% housing set aside.

-- All TABs are also secured by debt service reserve funds;
    however, only the merged area redevelopment project TABs,
    series 2003 and 2008A and 2008B benefit from a cash-funded
    reserve.

Key Rating Drivers

POTENTIAL PAYMENT INSUFFICIENCY: The downgrades on the merged area
bonds reflect information received from the Successor Agency to
the San Jose Redevelopment Agency (RDA) that it currently has
insufficient funds on hand to make its Aug. 1, 2012 debt service
payments in full. The shortfall results from Santa Clara County's
(the county) interpretation of the state law dissolving RDAs (AB
X126).

COUNTY WITHHOLDING FUNDS: According to the RDA, the county
contends that an annual 'pass-through' payment due to the county
which was contractually subordinated to debt service is now in a
senior position under AB X126 ($15.7 million). An additional $3.6
million was withheld because the county ceased to include tax
revenues from pre-1989 tax over-rides as part of the tax increment
pledged to bondholders. A material event notice confirms that
approximately $20 million has been withheld by the county from the
June 1 payment to the RDA.

STATE GUIDANCE SOUGHT: The city has requested that the State
Controller review the county's actions under the provision in
AB1x26 requiring three days before actions become effective.
During this time, the controller or State Department of Finance
can request that the county reconsider its action.

LITIGATION POSSIBLE: In the absence of a favorable outcome with
the state, the city is likely to sue the county, prolonging the
uncertainty as to the disposition of funds needed for debt
service.

RAPIDLY EVOLVING SITUATION: The Rating Watch Negative is based on
the limited information currently available and the high degree of
uncertainty about actions to be taken by the city, county, and
state to resolve the issue at hand. Fitch plans to continue to
gather and review information as it becomes available and to take
further action as appropriate.

What Could Trigger A Rating Action

LACK OF FAVORABLE RESOLUTION FOR BONDHOLDERS: Fitch believes there
are a number of ways in which a near-term resolution could insure
full and timely debt service payment on Aug. 1. However, if such
resolution is not forthcoming the ratings could change
substantially.


SATURN VENTURES I: Moody's Affirms 'C' Rating on Class B Notes
--------------------------------------------------------------
Moody's has affirmed the ratings of all classes of Notes issued by
Saturn Ventures I, Ltd. 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:

Class A-1 Floating Rate Senior Notes, Affirmed at Aaa (sf);
previously on Oct 27, 2010 Upgraded to Aaa (sf)

Class A-2 Floating Rate Senior Notes, Affirmed at Baa3 (sf);
previously on Aug 31, 2011 Upgraded to Baa3 (sf)

Class A-3 Floating Rate Senior Notes, Affirmed at Ca (sf);
previously on Aug 6, 2009 Downgraded to Ca (sf)

Class B Floating Rate Subordinate Notes, Affirmed at C (sf);
previously on Mar 6, 2009 Downgraded to C (sf)

Ratings Rationale

Saturn Ventures I, Ltd. is a static cash CRE CDO transaction
backed by a portfolio of commercial mortgage backed securities
(CMBS) (67.9% of the pool balance), residential mortgage backed
securities primarily in the form of "subprime", "alt-A", and
"prime" (RMBS) (12.6%), collateralized debt obligations (CDO)
(8.6%), real estate investment trust (REIT) debt (6.8%) and asset
backed securities (ABS) credit cards (4.1%). As of the April 27,
2012 Trustee report, the aggregate Note balance of the
transaction, including preferred shares, has decreased to $117.1
million from $400.0 million at issuance. The majority of the
paydown has been directed to the Class A-1 Notes, as a result of
full and partial amortization of the underlying collateral and the
redirection of interest proceeds as principal proceeds due to the
failure of certain principal coverage tests. The transaction was
structured at issuance such that 5% of the principal proceeds were
used to paydown pro-rata Classes A-2, A-3, and B, provided each of
the coverage tests was satisfied. As of November 2007 certain
coverage tests started failing, resulting in all principal
proceeds being directed to the Class A-1 Notes. The transaction is
currently under-collateralized by $43.9 million due to losses on
the underlying collateral.

There are eleven assets with a par balance of $10.5 million (14.3%
of the current pool balance) that are considered defaulted
securities as of the April 27, 2012 Trustee report. Nine of these
assets (54.2% of the defaulted balance) are RMBS, one is a CDO
(22.0%) and one is a CMBS (23.8%). Moody's expects significant
losses to occur on the defaulted securities once they are
realized.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated credit estimates for the non-Moody's
rated collateral. The bottom-dollar WARF is a measure of the
default probability within a collateral pool. Moody's modeled a
bottom-dollar WARF of 2,134 compared to 2,206 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (25.4% compared to 28.4% at last review), A1-A3
(8.6% compared to 7.4% at last review), Baa1-Baa3 (10.9% compared
to 25.2% at last review), Ba1-Ba3 (14.8% compared to 7.7% at last
review), B1-B3 (19.7% compared to 12.4% at last review), and Caa1-
C (20.7% compared to 18.9% at last review).

WAL acts to adjust the probability of default of the collateral in
the pool for time. Moody's modeled to a WAL of 2.0 years compared
to 1.5 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
24.3% compared to 24.8% 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 10.0% compared to 1.7% 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
24.3% to 14.3% or up to 34.3% would result in average modeled
rating movement on the rated tranches of 0 to 1 notch 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.


SATURN VENTURES 2004: S&P Cuts Rating on Class A-1 Notes to 'CCC-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A-1 notes from Saturn Ventures 2004 - Fund America Investors III
Ltd. to 'CCC- (sf)' from 'CCC+ (sf)'. "Simultaneously, we removed
the rating from CreditWatch with negative implications, where we
placed it on Feb. 10, 2012. We also affirmed our ratings on the
class A-2 and A-3 notes. Saturn Ventures 2004 - Fund America
Investors III Ltd. is a collateralized debt obligation (CDO)
transaction backed by mezzanine structured finance assets," S&P
said.

"The downgrade reflects the continued credit deterioration of the
collateral since our September 2010 rating actions and the
application of the updated criteria and assumptions we use to rate
CDO transactions backed by SF securities. We note the percentage
of defaulted assets held in the transaction has increased since
our September 2010 rating actions. We previously placed our rating
on class A-1 on CreditWatch negative on Feb. 10, 2012, due to
deterioration in the credit quality of the transaction's
portfolio," S&P said.

"We affirmed our 'CC (sf)' ratings on the class A-2 and A-3 notes
to reflect the level of credit support available to the notes that
is commensurate with the current ratings," 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 AND CREDITWATCH ACTION

Saturn Ventures 2004 - Fund America Investors III Ltd.
            Rating        Rating
Class       To            From
A-1         CCC- (sf)     CCC+ (sf)/Watch Neg

RATINGS AFFIRMED

Saturn Ventures 2004 - Fund America Investors III Ltd.
Class       Rating
A-2         CC (sf)
A-3         CC (sf)

OTHER RATINGS OUTSTANDING

Saturn Ventures 2004 - Fund America Investors III Ltd.
Class       Rating
B           D (sf)
C           D (sf)


SGS INVESTMENT: S&P Affirms 'CCC-' Ratings on 3 Note Classes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on five
classes of notes from SGS Investment Grade Credit Fund (Wayfarer
CDO 2006-2) Ltd., a hybrid collateralized debt obligation (CDO)
transaction backed by investment-grade corporate bonds. Virtus
Group L.P. manages the transaction.

The affirmations reflect credit support that is commensurate with
the current ratings.

"This transaction has a static pool and has paid $2.52 million to
the class A-1 notes since our August 2010 rating actions because
it is currently failing all of its overcollateralization (O/C)
tests," S&P said.

"The credit quality of the underlying pool has not changed
significantly since our August 2010 rating actions. The amount of
'CCC' assets in the collateral pool, according to the March 2012
trustee report, is $45 million, which is unchanged from the amount
noted in the July 2010 trustee report, which we used for our
August 2010 actions," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

SGS Investment Grade Credit Fund (Wayfarer CDO 2006-2) Ltd.
Class          Rating
A-1            BBB+ (sf)
A-2            B (sf)
B              CCC- (sf)
C              CCC- (sf)
D              CCC- (sf)


SNAAC AUTO 2012-1: S&P Gives 'BB' Rating on Class D Fixed Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to SNAAC Auto Receivables Trust 2012-1's $150 million auto
receivables-backed notes series 2012-1.

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

The preliminary ratings are based on information as of June 4,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

-  The availability of approximately 37.9%, 29.9%, 22.9%, and
    19.5% of credit support for the class A, B, C, and D notes
    based on stress cash flow scenarios (including excess spread),
    which provide coverage of slightly more than 3.10x, 2.40x,
    1.75x, and 1.50x our 11%-12% expected cumulative net loss.

-  The timely interest and principal payments made under stress
    cash flow modeling scenarios appropriate to the assigned
    preliminary ratings.

-  S&P's expectation that under a moderate ('BBB') stress
    scenario, all else being equal, its ratings on the class A and
    B notes would remain within one rating category of its
    preliminary 'AA (sf)' and 'A (sf)' ratings within the first
    year and its ratings on the class C and D notes would remain
    within two rating categories of its preliminary 'BBB (sf)' and
    'BB (sf)' ratings within the first year. These potential
    rating movements are consistent with S&P's credit stability
    criteria, which outlines the outer bound of credit
    deterioration equal to a one-category downgrade within the
    first year for 'AA' rated securities and a two-category
    downgrade within the first year for 'A' through 'BB' rated
    securities under the moderate stress conditions.

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

-  A cumulative net loss performance trigger that is designed to
    increase credit enhancement if losses are higher than
    expected.

-  The favorable track record of the management team, which has
    many years of experience individually in the industry and
    together at the company.

-  The collateral characteristics of the securitized pool with 11
    months seasoning and 47 months of remaining terms.

-  The transaction's payment and legal structures.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

   http://standardandpoorsdisclosure-17g7.com/1111650.pdf

PRELIMINARY RATINGS ASSIGNED
SNAAC Auto Receivables Trust 2012-1

Class   Rating      Type          Interest           Amount
                                  rate          (mil. $)(i)
A       AA (sf)     Senior        Fixed              112.00
B       A (sf)      Subordinate   Fixed               16.00
C       BBB (sf)    Subordinate   Fixed               14.00
D       BB (sf)     Subordinate   Fixed                8.00

(i) The interest rates and actual sizes of these tranches will be
determined on the pricing date.


SOUTH COAST IV: S&P Affirms 'BB+' Rating on A-2 Note; Off Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its rating on the
class A-2 notes from South Coast Funding IV Ltd., a collateralized
debt obligation (CDO) transaction backed by mezzanine structured
finance (SF) assets. TCW Asset Management Co. manages the
transaction. "At the same time, we removed the rating from
CreditWatch with negative implications, where we placed it on
March 19, 2012," S&P said.

"We placed our rating on class A-2 on CreditWatch negative on
March 19, 2012, in connection with our update to the criteria and
assumptions we use to rate CDO transactions backed by SF
securities," S&P said.

"This transaction entered its amortization phase in January 2007.
The class A-2 balance was $112.4 million (according to the April
2012 trustee report), which was 93.7% of its original balance,"
S&P said.

The affirmation reflects credit support that is commensurate with
the current rating.

Standard & Poor's will continue to review whether, in its view,
the rating assigned to the notes remains 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 ACTION

South Coast Funding IV Ltd.
                         Rating
Class             To           From
A-2               BB+ (sf)     BB+ (sf)/Watch Neg

OTHER RATINGS OUTSTANDING

South Coast Funding IV Ltd.
Class             Rating
B                 D (sf)
C                 D (sf)
Pre shares        D (sf)


SOVEREIGN COMM'L: Moody's Cuts Ratings on 2 Note Classes to 'C'
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed nine classes of Sovereign Commercial Mortgage
Securities Trust Commercial Mortgage Pass-Through Certificates,
Series 2007-C1 as follows:

Cl. A-2, Affirmed at Aaa (sf); previously on Jul 4, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Jul 4, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-J, Affirmed at Baa1 (sf); previously on Jul 21, 2010
Downgraded to Baa1 (sf)

Cl. B, Affirmed at Ba1 (sf); previously on Jul 21, 2010 Downgraded
to Ba1 (sf)

Cl. C, Affirmed at B2 (sf); previously on Jul 21, 2010 Downgraded
to B2 (sf)

Cl. D, Affirmed at Caa2 (sf); previously on Jul 21, 2010
Downgraded to Caa2 (sf)

Cl. E, Affirmed at Caa3 (sf); previously on Jul 21, 2010
Downgraded to Caa3 (sf)

Cl. F, Downgraded to C (sf); previously on Jul 21, 2010 Downgraded
to Ca (sf)

Cl. G, Downgraded to C (sf); previously on Jul 21, 2010 Downgraded
to Ca (sf)

Cl. H, Affirmed at C (sf); previously on Jul 21, 2010 Downgraded
to C (sf)

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

Ratings Rationale

The downgrades are due to an increase in expected losses from
specially serviced and troubled loans.

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

Moody's rating action reflects a cumulative base expected loss of
7.3% of the current pooled balance compared to 6.1% at last
review. Realized losses plus Moody's cumulative base expected loss
is 5.5% of the original pool balance compared to 5.1% at last
review. Moody's provides a current list of base expected losses
for conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of 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 U.S. CMBS Conduit Transactions" published in September 2000
and "Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 45 compared to 72 at Moody's prior review.

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

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

Deal Performance

As of the May 22, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 55% to $456 million
from $1.0 billion at securitization. The Certificates are
collateralized by 118 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 36%
of the pool. No loans have been defeased and there are no loans
with credit estimtates.

Forty-eight loans, representing 34% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Seventeen loans have been liquidated from the pool, resulting in
an aggregate realized loss of $22 million (36% average loss
severity). Nine loans, representing 6% of the pool, are currently
in special servicing. The largest specially serviced loan is the
Shell Trace Apartments Loan ($6 million -- 1.4% of the pool),
which is secured by a 119 unit apartment building in Jupiter,
Florida. The loan transferred to special servicing in November
2010 after the borrower filed for bankruptcy. The loan is in the
process of being extended in bankruptcy. The servicer has
recognized a $475 thousand appraisal reduction for this asset.

The remaining seven specially serviced loans are secured by a mix
of industrial, multifamily, industrial and mixed used properties.
The servicer has recognized an aggregate $6 million appraisal
reduction for six of the eight specially serviced loans, while
Moody's has estimated an aggregate $9 million loss (34% average
expected loss based on an 84% average probability of default) for
all of the specially serviced loans.

Moody's has assumed a high default probability for 32 poorly
performing loans representing 26% of the pool and has estimated a
$17 million aggregate loss (15% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and full or partial year
2011 operating results for 96% and 59% of the conduit,
respectively. The conduit portion of the pool excludes specially
serviced and troubled loans. Moody's weighted average conduit LTV
is 91% compared to 101% at Moody's prior review. Moody's net cash
flow reflects a weighted average haircut of 9% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.6%.

Moody's actual and stressed conduit DSCRs are 1.37X and 1.24X,
respectively, compared to 1.41X and 1.25X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The three largest conduit loans represent 18% of the pool. The
largest conduit loan is the West New York Portfolio Loan ($35
million -- 7.6% of the pool), which is secured by a portfolio of
34 multifamily and mixed-use properties located in West New York
and Union City, New Jersey. The portfolio was 97% leased, similar
last review. Performance has improved since last review due to an
increase of rental income. Moody's LTV and stressed DSCR are 99%
and 1.04X, respectively, compared to 126% and 0.81X at last
review.

The second largest loan is the Franklin Towne Center Loan ($29
million -- 6.4% of the pool), which is secured by a retail center
located in Franklin Township, New Jersey. The center is master
leased to Stop & Shop through October 2030, with a corporate
guarantee from Koninklijke Ahold N.V. (Moody's LT issuer rating
Baa3, stable outlook). The Stop & Shop grocer moved to a nearby
Super Stop & Shop location. The master lease allows Stop & Shops's
parent company to ensure that no competing grocery tenants enter
the collateral property since Koninklijke Ahold N.V. can control
which tenants it subleases space to. Moody's LTV and stressed DSCR
are 111% and 0.98X, respectively, compared to 119% and 0.91X at
last review.

The third largest loan is the 1 Pine Tree Boulevard Loan ($19.3
million -- 3.0% of the pool), which is secured by a 324 unit
multifamily property located in Old Bridge, New Jersey that is
also known as Claridge Court Garden Apartments. The property was
99% leased as of December 2011, compared to 100% at last review.
Performance continues an upward trend due to an increase in
average rents. Moody's LTV and stressed DSCR are 98% and 0.96X,
respectively, compared to 108% and 0.87X at last review.


SUGAR CREEK CLO: S&P Rates $10.25MM Class E Deferrable Notes 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Sugar
Creek CLO Ltd./Sugar Creek CLO LLC's up to $250.25 million
floating-rate notes.

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

The ratings reflect S&P's view of:

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

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

-  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.

- S&P's projections regarding the timely interest and ultimate
    principal payments on the rated notes, which it assessed using
    its cash flow analysis and assumptions commensurate with the
    assigned ratings under various interest-rate scenarios,
    including LIBOR ranging from 0.34%-11.88%.

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

-  The transaction's reinvestment overcollateralization test, a
    failure of which will lead to the reclassification of 75% of
    excess interest proceeds that are available prior to paying
    uncapped administrative expenses and fees, subordinated hedge
    termination payments, portfolio manager incentive fees, and
    subordinated note payments to principal proceeds for the
    purchase of additional collateral assets during the
    reinvestment period and to reduce the balance of the rated
    notes outstanding, sequentially, after the reinvestment
    period.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED
Sugar Creek CLO Ltd./Sugar Creek CLO LLC

Class                   Rating           Amount
                                       (mil. $)
A                       AAA (sf)         180.00
B                       AA+ (sf)          28.00
C (deferrable)          A+ (sf)           19.50
D (deferrable)          BBB+ (sf)         12.50
E (deferrable)          BB+ (sf)          10.25
Sub notes               NR                33.25

NR-Not rated.


TROY DOWNTOWN: Fitch Junks Rating on Two Bond Classes
-----------------------------------------------------
Fitch Ratings has taken the following actions on Troy Downtown
Development Authority, Michigan's tax increment bonds (TIBs):

  -- $11.9 million outstanding development and refunding bonds,
     series 2001 affirmed at 'C';

  -- $2.9 million outstanding community center facilities junior
     lien bonds, series 2003, affirmed at 'C'.

The Rating Outlook is Stable.

The rating on the series 2001 bonds does not consider the benefit
of bond insurance, which is provided by National Public Finance
Guarantee.

Security

The series 2001 bonds are secured solely by a first lien on
incremental ad valorem taxes generated within the authority's
boundaries.  Payment of the series 2003 junior lien bonds is
subordinate to the payment of the series 2001 senior lien bonds.

Key Rating Drivers

ONGOING TAX BASE EROSION: Taxable values continue to fall,
declining by 8.2% in fiscal 2013 (beginning July 1).  Over the
past four years the tax base has lost nearly one third of its
value while the highly leveraged tax increment plummeted by 87%.

REVENUES FAIL TO COVER DEBT SERVICE: In recent years, tax
increment revenues have fallen increasingly short of annual debt
service costs, requiring extensive use of operating reserves to
close the gaps.  The authority projects that the debt service
reserve fund (DSRF) will be tapped by the November 2013 bond
payment date absent city intervention.  Fitch's cash flow
projections results confirm this scenario.

REDUCTION OF RESERVE BALANCES: The Authority is rapidly drawing
down its once sizable fund balances.  At the current pace of
depletion, the authority's operating and DSRF funds will be
exhausted by November 2014, leading to a bond default.

NEGATIVE PROSPECTS FOR A QUICK RECOVERY: The relative maturity of
the redevelopment area, the glut of available office space and
statewide restrictions on assessed value growth make it highly
unlikely that a meaningful recovery in the authority's tax base
will occur in the foreseeable future.

VERY HIGH COMMERCIAL VACANCY RATES: The redevelopment area
represents the city's commercial and retail core, but vacancy
rates among the large number of office and commercial properties
remain high.

What Could Trigger A Rating Action

CITY ACTION REQUIRED TO PREVENT DEFAULT: A bond default will
likely occur unless the city acts beyond its legal obligation and
provides substantial financial assistance or refunds the tax
increment bonds with city-supported debt.

Credit Profile

TAXABLE VALUES CONTINUE TO SLIDE
The authority's tax base continues to shrink with a reported 8.2%
drop for fiscal 2013, the fourth consecutive yearly decline.
Since fiscal 2009, taxable values within the redevelopment area
have fallen by nearly one third while the tax increment, burdened
by relatively high base year values, lost a precipitous 87% of its
value.  The fiscal 2013 taxable value reduction was less than the
city assessor's projected 12% to 14% drop.  However, this was due
to unexpected favorable court decisions on property tax appeals
rather than any significant movement in the local real estate
market.

FALLING REVENUES DRAIN RESERVES
As increment values have withered, tax increment revenues
generated within the redevelopment area are falling well short of
covering annual debt service.  Fiscal 2013 tax increment revenues
total $500,000 or only 14% of the annual debt service requirement.
By the end of fiscal 2013, the authority will have burned through
most of its remaining general reserves to plug the revenue gaps.
After fiscal 2013, authority projections and Fitch's cash flow
results indicate that insufficient general reserves will be on
hand to fully cover the revenue gap in fiscal 2014, requiring a
draw on the reserve fund to pay future debt service.  The $3.2
million reserve fund provides about one additional year of
coverage.

BONDS POISED TO DEFAULT WITHOUT EXTERNAL SUPPORT
The city property assessor projects much smaller declines in
taxable values over the next four years, ranging from 2% to 4%
annually.  The redevelopment area's largely commercial properties
have been devastated by the sharp downturn in office and
commercial real estate.  However, as the tax increment currently
yields negligible increment revenues, further losses will have no
appreciable effect upon the authority's timetable for expected
default.  The projected valuation decreases in fiscals 2014 and
2015 would reduce the redevelopment area's tax base to base year
levels, completely wiping out the tax base increment.

A rapid recovery of the tax base is unlikely given the depths of
the real estate downturn, the overcapacity of the city's office
market and state constitutional limitations on year to year
assessment growth.  Fitch believes that, absent forceful city
intervention, the bonds will default within the next two and one
half years.

NO LEGAL OBLIGATION FOR THE CITY TO PROVIDE FINANCIAL ASSISTANCE
The city is not legally obligated to provide support to the bonds.
City officials are currently holding discussions with National
Public Finance Guarantee (NPFG), which has insured the majority of
the authority's bonds.  The city has few viable options available
to address the authority's predicament outside of direct financial
intervention.  These include refunding the tax increment bonds
with city general obligation debt and providing direct financial
assistance to the authority.

The issuance of general obligation debt by the city of Troy to
refund the authority debt would eliminate default concerns, but
may require voter authorization.  The city, with city council
approval, also has the option to levy a two mill property tax
within the redevelopment area to support authority operations.
However, the two mill levy would raise less than $1 million at
projected assessed valuations, which when combined with the tax
increment, would still be woefully inadequate to cover the
approximate $3.4 million of annual debt service requirements.  In
fact, the additional revenues would not slow the pace of reserve
drawdowns or buy additional time for conditions to improve.
Officials are awaiting the outcome of talks with the bond insurer
before deciding upon a course of action.

REDEVELOPMENT AREA INCLUDES EXTENSIVE RETAIL & OFFICE PROPERTIES
Troy is an affluent bedroom community in Oakland County located 14
miles north of downtown Detroit.  The redevelopment area
encompasses 772 acres and includes the retail and commercial core
of the city.  In addition to the presence of an upscale regional
mall, the area contains an extensive number of office and
commercial properties, including several corporate headquarters.
The tax base is concentrated, typical of tax increment bonds, with
the top ten taxpayers representing 45% of taxable values.  Only
three authority bond issues remain outstanding, including one
junior lien and two senior lien bond issues; all are scheduled to
mature by November 2018.

RECENT JOBS GROWTH MAY PORTEND ECONOMIC STABILIZATION
The city's above average wealth is indicated by city per capita
income levels which are 163% and 151% above the state and national
averages, respectively.  Between 2001 and 2010, the city lost over
17% of its employment base.  However, employment rebounded in 2011
with a 1.2% gain and February 2012 jobs are up 2.1% over the same
month in 2011.  Unemployment rates hovered around 11% in 2009 and
2010 but dropped considerably in 2011 to under 9%.  February 2012
unemployment rates fell to 7.1%, well below the state and national
averages.


VENTURE CDO IV: Moody's Raises Ratings on 2 Note Classes from Ba1
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Venture CDO IV Limited:

US$20,500,000 Class B-1 Floating Rate Notes Due 2016, Upgraded to
Aa2 (sf); previously on August 8, 2011 Upgraded to A2 (sf);

US$8,500,000 Class B-2 Fixed Rate Notes Due 2016, Upgraded to Aa2
(sf); previously on August 8, 2011 Upgraded to A2 (sf);

US$10,500,000 Class C-1 Floating Rate Notes Due 2016, Upgraded to
Baa3 (sf); previously on August 8, 2011 Upgraded to Ba1 (sf); and

US$6,000,000 Class C-2 Fixed Rate Notes Due 2016, Upgraded to Baa3
(sf); previously on August 8, 2011 Upgraded to Ba1 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in August 2011. Moody's notes that the Class A-1
Notes have been paid down by approximately 52% or $132.1 million
since the last rating action. Based on the latest trustee report
dated May 3, 2012, the Class A, Class B, Class C and Class D
overcollateralization ratios are reported at 136.22%, 118.73%,
110.65% and 105.85%, respectively, versus July 2011 levels of
126.67%, 114.82%, 109.01% and 105.46%, respectively. The May 2012
trustee reported overcollateralization levels do not reflect
deleveraging of the Class A-1 Notes on the May 15, 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 May 2012 trustee report,
securities that mature after the maturity date of the notes
currently make up approximately 8.83% 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 $214.6 million,
defaulted par of $20.9 million, a weighted average default
probability of 13.85% (implying a WARF of 2689), a weighted
average recovery rate upon default of 47.06%, and a diversity
score of 59. 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.

Venture IV CDO Limited, issued in August 2004, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

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

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

Moody's Adjusted WARF -- 20% (2151)

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

Moody's Adjusted WARF + 20% (3227)

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

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 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) 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.


WACHOVIA BANK: Fitch Affirms Junk Ratings on 16 Note Classes
------------------------------------------------------------
Fitch Ratings has affirmed 18 classes of Wachovia Bank Commercial
Mortgage Trust 2007-WHALE 8, reflecting Fitch's base case loss
expectation of 31.7% to the pooled portion.  Fitch's performance
expectation incorporates prospective views regarding commercial
real estate values and cash flow declines.  The Negative Rating
Outlook for class A-2 reflects the possibility of further negative
credit migration of the underlying collateral.

Under Fitch's updated analysis, the five remaining loans (100% of
pool) are all modeled to default in the base case stress scenario,
defined as the 'B' stress.  Fitch estimates that average
recoveries on the pooled loans will be approximately 68.3% in the
base case.  To determine a sustainable Fitch cash flow and
stressed value, Fitch analyzed servicer-reported operating
statements (generally year end 2011), STR reports, updated
property valuations, and recent sales comparisons.

The pool is highly concentrated with the largest loan comprising
75% of the pooled balance.  As of the May 2012 distribution
report, the transaction is collateralized by five loans, including
four secured by hotels (95.7%) and one (4.3%) is secured by a
portfolio of multifamily properties. 95.7% of the pool is
scheduled to mature in 2012. The final rated maturity for the
transaction is June, 2020.

The four hotel loans are specially serviced; three transferred due
to imminent maturity and one is real estate owned (REO) (4.1%).
All loans were modeled to take a loss in the base case.

The largest loan, LXR Hospitality Pool (75.4%), is collateralized
by 12 luxury resorts and hotels consisting of 4,742 keys located
in beachfront and waterfront locations, including Puerto Rico,
Jamaica, Florida, Arizona, and California. The portfolio includes
two golf courses, four Golden Door spas, three casinos, and one
marina.  All of the properties are under management and
affiliation agreements with various Hilton brands under
Blackstone's LXR platform.  The properties underwent significant
renovations and upgrades to reposition the assets with Blackstone
spending $195 million ($39,251 per key) from the acquisition in
August 2005 through issuance and approximately $265 million
through 2007 and 2008. Three of the hotels within the portfolio
are located in Puerto Rico and contain a casino/gaming component:
El Conquistador Golf Resort and Casino, El San Juan Hotel and
Casino, and Condado Plaza Hotel and Casino.

Performance overall is significantly below issuance expectations
and the loan transferred to the special servicer in April 2012 in
advance of its June 2012 maturity.  The special servicer has
entered into a 90-day forbearance agreement which expires Aug. 9,
2012. New appraisals have been ordered.  The Fitch adjusted net
operating income (NOI) for the year-ended (YE) 2011 has improved
over YE 2010 by approximately 13% mostly due to improvement in
performance of the Florida hotels.  The portfolio performance
remains more than 70% below issuance expectations.  Fitch modeled
a significant loss in the base case.

The next largest loan is the Longhouse Hospitality Portfolio
(11.9%).  The loan is secured by 42 extended stay lodging
properties (approximately 5,600 keys) located throughout 11 states
and 21 distinct metropolitan statistical areas (MSAs).  Major
markets include Atlanta, New Orleans, Orlando, Houston and Dallas.
The portfolio is managed by Park Management Group, a wholly owned
subsidiary of the sponsor, and includes the Sun Suites, Crestwood
Suites and Lodge America brands.  The loan transferred to the
special servicer in May 2012 in advance of its June 2012 maturity.
Discussions regarding resolution are on-going and new appraisals
will be ordered. Fitch modeled a significant loss in the base
case.

The REO property is the Four Seasons Nevis (4.1%).  The collateral
consists of a 196-key hotel located in Charlestown, Nevis.  The
hotel, which was built in 1991, is the largest full-service luxury
resort on the island of Nevis in the West Indies.  The property
sits on 346 acres and provides amenities such as a private beach,
two swimming pools, five food and beverage outlets, 5,600 square
feet (sf) of flexible meeting and ballroom space, 10 tennis
courts, an 18-hole golf course, and 14,000 sf of health club
facilities.  The property suffered hurricane damage and was
subsequently closed.  The special servicer foreclosed on the
property in May 2010.  The property has since been repaired and
re-opened for business and the special servicer has implemented
new marketing strategies.  Despite these initiatives, performance
has not recovered to its potential.  Fitch modeled a significant
loss in the base case based on a haircut to the current appraised
value and accounting for significant servicer advances.

Fitch has affirmed the following classes as indicated:

  -- $534.7 million class A-1 at 'AAsf'; Outlook Stable;
  -- $345.4 million class A-2 at 'Bsf'; Outlook Negative;
  -- $61.6 million class B at 'CCCsf' RE 25%;
  -- $47.5 million class C at 'CCCsf' RE 0%;
  -- $71.2 million class D at 'CCCsf' RE 0%;
  -- $46.6 million class E at 'CCCsf' RE 0%;
  -- $46.6 million class F at 'CCCsf' RE 0%;
  -- $46.6 million class G at 'CCsf' RE 0%;
  -- $30%.5 million class H at 'CCsf' RE 0%;
  -- $10%.1 million class J at 'Csf' RE 0%;
  -- $5.2 million class K at 'Csf' RE 0%;
  -- $12.5 million class L at 'Csf' RE 0%;
  -- $53 million class LXR-1 at 'Csf' RE 0%;
  -- $70.8 million class LXR-2 at 'Csf' RE 0%;
  -- $3.8 million class LP-1 at 'Csf' RE 0%;
  -- $9.1 million class LP-2 at 'Csf' RE 0%;
  -- $2.1 million class LP-3 at 'Csf' RE 0%;
  -- $3.3 million class FSN-1 at 'Csf' RE 0%.


WASHINGTON MUTUAL: Moody's Confirms 'Ba3' Rating on 2004 X Certs.
-----------------------------------------------------------------
Moody's Investors Service has upgraded 15 tranches and confirmed
the ratings on 16 tranches from four RMBS transactions issued by
Washington Mutual. The collateral backing these deals primarily
consists of first-lien, fixed and adjustable-rate Jumbo
residential mortgages. The actions impact approximately $338
million of RMBS issued from 2004.

Complete rating actions are as follows:

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2004-S1

Cl. 1-A-2, Upgraded to A2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-3, Upgraded to A2 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-4, Upgraded to A2 (sf); previously on Feb 22, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-5, Upgraded to A3 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-6, Upgraded to Baa1 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-9, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-11, Confirmed at Baa3 (sf); previously on Jan 31, 2012
Baa3 (sf) Placed Under Review for Possible Upgrade

Cl. 1-A-12, Confirmed at Baa2 (sf); previously on Jan 31, 2012
Baa2 (sf) Placed Under Review for Possible Upgrade

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2004-S2

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

Cl. 1-A-2, Upgraded to A1 (sf); previously on Jan 31, 2012 A3 (sf)
Placed Under Review for Possible Upgrade

Cl. 1-A-3, Upgraded to A2 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

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

Cl. 2-A-2, Upgraded to Aa1 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Upgrade

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

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

Cl. 2-A-5, Confirmed at A2 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-6, Confirmed at Baa2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Upgraded to A1 (sf); previously on Jan 31, 2012 A3 (sf)
Placed Under Review for Possible Upgrade

Cl. 3-A-2, Upgraded to A1 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

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

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2004-S3

Cl. 1-A-3, Upgraded to Aa3 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-4, Confirmed at A3 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-5, Confirmed at A1 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-6, Confirmed at A3 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Upgrade

Cl. 3-A-1, Upgraded to Aa3 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Upgrade

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

Issuer: Washington Mutual MSC 2003-MS6 Trust

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

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

Cl. III-A-6, Confirmed at A3 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Upgrade

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

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

Ratings Rationale

The actions are a result of the recent performance review of Prime
pools originated before 2005 and reflect Moody's updated loss
expectations on these pools. Furthermore, tranches from the
following transactions:

WaMu Mortgage Pass-Through Certificates, Series 2004-S1
WaMu Mortgage Pass-Through Certificates, Series 2004-S2
WaMu Mortgage Pass-Through Certificates, Series 2004-S3

had been erroneously placed on watch in January 2012 due to cash-
flow modeling inconsistencies. The modeling used in the January
action did not properly take into account super senior support
provided to some seniors bonds and, in addition, miscalculated the
available funds to those deals. This has been corrected and the
actions reflect this change.

The rating action consists of a number of upgrades. The upgrades
are due to significant improvement in collateral performance, and
rapid build-up in credit enhancement due to high prepayments.

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 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 76, the
rate of delinquency is increased by 1% for every loan less than
76. For example, for a pool with 75 loans, the adjusted rate of
new delinquency would be 3.03%. In addition, if current
delinquency levels in a small pool is low, future delinquencies
are expected to reflect this trend. To account for that, the rate
calculated above is multiplied by a factor ranging from 0.75 to
2.5 for current delinquencies ranging from less than 2.5% to
greater than 10% respectively. Delinquencies for subsequent years
and ultimate expected losses are projected using the approach
described in the methodology publication listed above.

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

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

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

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF285771

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


WFRBS COMMERCIAL: Moody's Affirms 'B2' Rating on Class F Certs.
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 12 classes of
WFRBS Commercial Mortgage Trust 2011-C3, Commercial Mortgage Pass-
Through Certificates, Series 2011-C3 as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Jun 9, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Jun 9, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Jun 9, 2011
Definitive Rating Assigned Aaa (sf)

Cl.A-3FL, Affirmed at Aaa (sf); previously on Jun 9, 2011 Assigned
Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jun 9, 2011
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa2 (sf); previously on Jun 9, 2011 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at A2 (sf); previously on Jun 9, 2011 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed at Baa3 (sf); previously on Jun 9, 2011 Definitive
Rating Assigned Baa3 (sf)

Cl. E, Affirmed at Ba2 (sf); previously on Jun 9, 2011 Definitive
Rating Assigned Ba2 (sf)

Cl. F, Affirmed at B2 (sf); previously on Jun 9, 2011 Definitive
Rating Assigned B2 (sf)

Cl. X-A, Affirmed at Aaa (sf); previously on Jun 9, 2011
Definitive Rating Assigned Aaa (sf)

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

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
1.9% of the current balance. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at:

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

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 26, the same as at securitization.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output. The rating
action is a result of Moody's on-going surveillance of commercial
mortgage backed securities (CMBS) transactions. Moody's monitors
transactions on a monthly basis through a review utilizing
MOST(R)(Moody's Surveillance Trends) Reports and a proprietary
program that highlights significant credit changes that have
occurred in the last month as well as cumulative changes since the
last full transaction review. On a periodic basis, Moody's also
performs a full transaction review that involves a rating
committee and a press release. Moody's prior transaction review is
summarized in a press release dated June 9, 2011.

Deal Performance

As of the May 14, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 1% to $1.43 billion
from $1.45 billion at securitization. The Certificates are
collateralized by 73 mortgage loans ranging in size from less than
1% to 13% of the pool, with the top ten loans representing 49% of
the pool. The pool contains one loan with an investment-grade
credit estimate, representing 3% of the pool.

No loans are in special servicing or have been liquidated.
Presently, there are three loans on the master servicer's
watchlist, representing 6% of the pool. The watchlist includes
loans which meet certain portfolio review guidelines established
as part of the CRE Finance Council (CREFC) monthly reporting
package. As part of its ongoing monitoring of a transaction,
Moody's reviews the watchlist to assess which loans have material
issues that could impact performance.

Moody's was provided with full year 2011 operating results for 62%
of the pool. For the conduit pool, Moody's weighted average LTV is
89% compared to 90% at securitization. Moody's net cash flow (NCF)
reflects a weighted average haircut of 12% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 9.4%. For the conduit pool, Moody's
actual and stressed DSCRs are 1.55X and 1.16X, respectively,
compared to 1.52X and 1.13X at last review. Moody's actual DSCR is
based on Moody's net cash flow and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The loan with a credit estimate is the ConEdison Brooklyn-Queen
HQs Loan ($41.9 million -- 2.9% of the pool), which is secured by
a seven-story, Class B office building containing approximately
232,000 square feet (SF). The property is located in downtown
Brooklyn, NY in close proximity to the Atlantic Yards development
site. The property is 100% leased to the Consolidated Edison
Company (ConEd; Moody's senior unsecured rating of A3) and has
served as the corporate headquarter since 1972. The tenant
recently exercised a renewal option to extend the triple net lease
through October 2027. The property is subject to a ground lease
with the City of New York through 2041; there are renewal options
that could extend the lease through 2071. At securitization, the
loan was structured with an anticipated repayment date (ARD) in
April 2018 and a 16-month interest-only period. The interest-only
period expires in five months and begins to amortize on a 30-year
amortization schedule. Moody's credit estimate and stressed DSCR
are Baa2 and 1.9X, the same as at securitization.

The top three performing conduit loans represent 27% of the pool.
The largest loan is the Village of Merrick Park Loan ($182.6
million -- 12.8% of the pool), which is secured by an 858,000 SF
mixed-use property located in Coral Gables Florida. The property
consists of a three-story, 756,278 SF open-air lifestyle center
and a separate 101,263 five-story office building. Constructed in
2002 and renovated in 2008, the property is subject to a ground
lease with City of Coral Gables that expires in April 2099. As of
March 2012, the total property was 91% leased compared to 90% at
securitization. The mall's in-line space was 87% leased. The
retail anchors are Nordstrom (23% of the gross leasable area
(GLA); lease expiration in 2023) and Neiman Marcus (15% of the
GLA; lease expiration in 2023). For the office component, the
largest tenant is Bayview Financial Trading Group (9.5% of GLA;
lease expiration in 2012 and 2017.) Bayview recently extended the
lease for 77,000 SF through 2017. The remaining 4,700 SF it
occupies has a lease expiration in December 2012. Performance
remains stable. Moody's LTV and stressed DSCR are 86% and 1.03X,
respectively, 88% and 1.02X at securitization.

The second largest loan is the Hilton Minneapolis Loan ($98.2
million -- 6.9% of the pool), which is secured by an 821-room, 25-
story full-service hotel located in Minneapolis, Minnesota. The
property is directly connected to the Minneapolis Convention
Center and is subject to a ground lease with the City of
Minneapolis that expires in October 2091. The borrower/sponsor,
Diamond Rock Hospitality, entered into a pay-in-lieu of taxes
(PILOT) program, which includes taxes and ground rent through
2019. For the remainder of the lease term no ground rent will be
due, only regular taxes. As of December 2011, the occupancy and
revenue per available room (RevPAR), were 74% and $104.87,
respectively, compared to 72% and $98.90 at securitization.
However, the increase in revenue was offset by a 10% increase in
operating expenses. The loan is structured on a 25-year
amortization schedule. Moody's LTV and stressed DSCR are 99% and
1.17X, respectively, compared to 98% and 1.19X at securitization.

The third largest loan is the Park Plaza Loan ($97.3 million --
6.8% of the pool), which is secured by a three-story 283,000 SF,
enclosed regional mall located in Little Rock, Arkansas. The
shadow anchor is Dillard's, which is not part of the collateral.
The collateral's largest tenants are Forever 21 (9% of the GLA;
lease expiration in 2018) Gap & Gap Kids (6% of the GLA; lease
expiration in 2017) and Abercrombie & Fitch (5% of the GLA; lease
expiration in 2017). As of December 2011, the mall was 100% leased
compared to 97% at securitization. Performance remains stable. The
loan is structured on a 25-year amortization schedule. Moody's LTV
and stressed DSCR are 95% and 1.03X, respectively, compared to 99%
and 0.98X at securitization.


WFRBS COMMERCIAL: Moody's Assigns '(P)B2' Rating to Cl. G Secs.
---------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
thirteen classes of CMBS securities, issued by WFRBS Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2012-C7.

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

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

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

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

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

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

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

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

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

Cl. D, Assigned (P)Baa1 (sf)

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

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

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

Ratings Rationale

The Certificates are collateralized by 61 fixed rate loans secured
by 80 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 1.66X 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 96.4% is lower than the 2007
conduit/fusion transaction average of 110.6%.

The transaction benefits from one loan, representing approximately
3.2% of the pool balance in aggregate, assigned an investment
grade credit estimate. Loans assigned investment grade credit
estimates are not expected to contribute any loss to a transaction
in low stress scenarios, but are expected to contribute minimal
amounts of loss in high stress scenarios.

Moody's 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
17.3. The transaction's loan level diversity is at the lower 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 17.8. The
transaction's property diversity profile is lower than the indices
calculated in most multi-borrower transactions issued since 2009.
Additionally, significant correlations exist when pooling within a
single property type. The concentration of retail properties
(57.3% of the pool balance) is high compared to other multi-
borrower deals rated by Moody's since the financial crisis.

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 2.48, 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-S 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.


* Moody's Takes Rating Actions on $246 Million of Subprime RMBS
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 14 tranches
from five RMBS transactions, backed by Subprime loans, issued by
various Subprime issuers.

Ratings Rationale

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

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

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

The rating actions reflect recent collateral performance, Moody's
updated loss timing curves and detailed analysis of timing and
amount of credit enhancement released due to step-down. Moody's
captures structural nuances by running each individual pool
through a variety of loss and prepayment scenarios in the
Structured Finance Workstation(R)(SFW), the cash flow model
developed by Moody's Wall Street Analytics. This individual pool
level analysis incorporates performance variations across the
different pools and the structure of the transaction. The above
mentioned approach "Pre-2005 US RMBS Surveillance Methodology" is
adjusted slightly when estimating losses on pools left with a
small number of loans to account for the volatile nature of small
pools. Even if a few loans in a small pool become delinquent,
there could be a large increase in the overall pool delinquency
level due to the concentration risk. To project losses on pools
with fewer than 100 loans, Moody's first estimates a "baseline"
average rate of new delinquencies for the pool that is dependent
on the vintage of loan origination (11% for all vintages 2004 and
prior). The baseline rates are higher than the average rate of new
delinquencies for larger pools for the respective vintages.

Once the baseline rate is set, further adjustments are made based
on 1) the number of loans remaining in the pool and 2) the level
of current delinquencies in the pool. The volatility of pool
performance increases as the number of loans remaining in the pool
decreases. Once the loan count in a pool falls below 75, the rate
of delinquency is increased by 1% for every loan less than 75. For
example, for a pool with 74 loans from the 2004 vintage, the
adjusted rate of new delinquency would be 11.11%. In addition, if
current delinquency levels in a small pool is low, future
delinquencies are expected to reflect this trend. To account for
that, the rate calculated above is multiplied by a factor ranging
from 0.85 to 2.25 for current delinquencies ranging from less than
10% to greater than 50% respectively. Delinquencies for subsequent
years and ultimate expected losses are projected using the
approach described in the methodology publication listed above.

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

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

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

Complete rating actions are as follows:

Issuer: First Franklin Mortgage Loan Trust 2004-FF4

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

Cl. M-2, Upgraded to Caa3 (sf); previously on Mar 15, 2011
Downgraded to Ca (sf)

Issuer: First Franklin Mortgage Loan Trust 2004-FF7

Cl. A1, Upgraded to Aa3 (sf); previously on Jan 31, 2012 A3 (sf)
Placed Under Review for Possible Upgrade

Cl. A5, Upgraded to Aa3 (sf); previously on Jan 31, 2012 A3 (sf)
Placed Under Review for Possible Upgrade

Cl. M1, Upgraded to B1 (sf); previously on Mar 15, 2011 Downgraded
to B3 (sf)

Issuer: First Franklin Mortgage Loan Trust 2004-FF8

Cl. M-1, Upgraded to Aa2 (sf); previously on Jan 31, 2012 A3 (sf)
Placed Under Review for Possible Upgrade

Cl. M-2, Upgraded to A2 (sf); previously on Jan 31, 2012 Ba1 (sf)
Placed Under Review for Possible Upgrade

Issuer: Merrill Lynch Mortgage Investors Trust, Series 2004-FM1

2004-FM1-M2, Upgraded to Aa2 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Upgrade

2004-FM1-M3, Upgraded to Ba1 (sf); previously on Jan 31, 2012 B1
(sf) Placed Under Review for Possible Upgrade

2004-FM1-B1, Upgraded to Caa2 (sf); previously on Jan 31, 2012 Ca
(sf) Placed Under Review for Possible Upgrade

2004-FM1-B2, Upgraded to Ca (sf); previously on Jan 31, 2012 C
(sf) Placed Under Review for Possible Upgrade

2004-FM1-B3, Upgraded to Ca (sf); previously on Mar 21, 2011
Downgraded to C (sf)

Issuer: Terwin Mortgage Trust, Series TMTS 2004-5HE

Cl. M-1, Upgraded to A2 (sf); previously on Jan 31, 2012 Baa3 (sf)
Placed Under Review for Possible Upgrade

Cl. M-1-X, Upgraded to A2 (sf); previously on Feb 22, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF286649

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 Takes Rating Actions on 22 Classes From 7 Access ABS Deals
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on seven
classes from Access Group Inc. on CreditWatch with negative
implications. "We also placed our ratings on five classes on
CreditWatch with positive implications and affirmed 10 ratings.
All seven series were issued between 2001 and 2007 and are asset-
backed securities (ABS) transactions backed by private student
loans," S&P said.

"We placed our ratings on the senior class from 2001 and the
subordinate classes from series 2001 and 2005-A on CreditWatch
negative due to deterioration in collateral performance. We placed
our ratings on the subordinate classes from series 2002-A, 2003-A,
and 2004-A on CreditWatch negative primarily due to the increase
in the cost of funds of the auction-rate and variable-rate notes,
which have a rating dependent margin," S&P said.

"We placed our ratings on the senior classes from 2004-A and 2005-
B on CreditWatch positive due to their increase in credit
enhancement and in the case of 2005-B also due to significant
improvement in the collateral performance," S&P said.

"The affirmed ratings reflect our view that the available credit
enhancement levels are sufficient to support the related classes
at the current rating levels," S&P said.

POOL PERFORMANCE (as of the servicer report for the last
collection period ending in the first quarter of 2012).

The Access transactions are seasoned between 20 and 42 quarters
with collateral pool factors (the current collateral balance
divided by the initial collateral balance plus any prefunding)
ranging from 45% to 72%. The percentage of loans in repayment is
91% to 98% (see table 1).

Table 1

            Transaction    Pool
            seasoning      factor (1)    Repayment (2)
Series      (quarters)    (%)            (%)
2001-A (3)   42            44.96          97.73
2002-A       38            53.25          97.82
2003-A       34 (4)        52.58          97.26
2004-A       31 (4)        56.84          96.00
2005-A       27            58.49          94.42
2005-B       24 (4)        50.41          96.92
2007-A       20            72.17          91.37

(1) Pool factor %: as a % of initial collateral balance plus any
    prefunding.
(2) Repayment %: as a % of current collateral balance plus accrued
    interest to be capitalized.
(3) For private loan pool.
(4) Estimated

"Generally, 90-plus-day delinquencies range 0.98%-1.52% and are
consistent since our last rating action. Forbearance levels have
declined significantly to a range of 2.08% to 4.30%. We expect the
decline can be partially attributed to a portion of Access's
portfolio, which had been granted forbearance for noneconomic
reasons related to the residency and internship periods associated
with its health profession loans," S&P said.

Table 2

                        90-plus-day
       Forbearance (1)  delinquencies (2)
Series      (%)            (%)

2001-A      2.24           1.49
2002-A      2.08           1.16
2003-A      2.29           0.98
2004-A      2.92           0.99
2005-A      3.25           1.15
2005-B      2.46           1.02
2007-A      4.30           1.52

(1) Forbearance: as a % of loans in repayment and forbearance.
(2) 90-plus-day delinquencies: as a % of loans in repayment.

The following table sets out the current parity levels for the
relevant trusts.

Table 4

             Total         Senior
             parity (1)    parity (2)
Series       (%)           (%)
2001-A       102.67        112.16
2002-A       103.42        133.96
2003-A       101.85        131.69
2004-A       102.17        130.15
2005-A       101.76        123.00
2005-B       105.62        133.44
2007-A       103.99        123.89

(1) Total parity: total student loans and fund balance over total
    notes outstanding at the end of the collection period.
(2) Senior parity: total student loans and fund balance over class
    A notes outstanding at the end of the collection period.

           DEFAULT EXPECTATIONS AND NET LOSS PROJECTIONS

"The table sets out our view of the projected performance for
these pools of private student loans as of Jan. 31, 2012 (see
table 5). We expect future recovery rates of 25%-30% of the dollar
amount of cumulative defaults, which supports our expectation that
remaining cumulative net losses as a percent of the current
balance for the trusts will range between 5.0% and 12.25% as
detailed in the table," S&P said.

Table 5
         Projected                  Projected
         lifetime                   remaining
         cumulative     Recovery    cumulative
         defaults (1)  assumption   net loss (2)
Series    (%)           (%)         (%)
2001     15-17          25-30        5.00 - 9.00
2002-A   15-17          25-30        5.50 - 9.00
2003-A   14-16          25-30        5.25 - 8.50
2004-A   14-16          25-30        6.25 - 9.50
2005-A   15-17          25-30        8.50 - 12.25
2005-B   12-13          25-30        7.50 - 9.75
2007-A   16-18          25-30        8.50 - 11.25

(1) Projected lifetime cumulative default: as a % of initial
    collateral balance plus any prefunding.
(2) Projected remaining cumulative net loss: as a % of current
    collateral balance.

"The average annual change in yearly cumulative defaults has
decreased for all of the trusts and remains at higher levels for
the 2005-A and 2007-A trusts relative to the other trusts.
Although the average annual change in yearly cumulative defaults
has decreased, we have projected that several of the trusts will
have a higher cumulative default rate than we previously expected.
Accordingly, we have increased our projected lifetime cumulative
defaults for the 2001, 2002-A, 2003-A, and the 2005-A trusts. This
is a factor in our placement of the subordinate bonds on
CreditWatch negative," S&P said.

"The series 2005-A and 2005-B trusts are refinancings of a
previous ABS trust under the series 2000 indenture, which
contributed to additional seasoning of the collateral at closing.
The 2005-B cumulative defaults taken to date relative to its
remaining pool factor have contributed to a decrease in our
projected cumulative default rate," S&P said.

                          PAYMENT STRUCTURE

"The 2001 trust originally had two pools of loans, which supported
two separate groups of notes. Access Group Inc. has exercised its
call right on the first pool, which consisted of FFELP loans
guaranteed by the U.S. DOE. The proceeds from the call were used
to pay the corresponding notes in full. Currently, this trust
consists primarily of notes backed by noncosigned private loans
provided to graduate students. The available funds from the 2001
private loan backed trust is allocated first to senior fees and
bond interest payments. Subsequently, remaining amounts are paid
pro-rata to the class A and class B noteholders to amortize the
notes to the same level that the collateral pool balance
decreases. The structure also provides for reprioritization of
subordinate note interest, which will be allocated to senior
principal if the senior asset percentage is less than 100%,
indicating that the senior notes are not fully collateralized.
Furthermore, the structure also has a subordinate note principal
trigger that reallocates the pro rata subordinate principal to
sequentially pay the senior notes if the total asset percentage is
less than 101%. After August 2011, remaining available funds will
be used for mandatory redemption of the bonds. We have placed the
ratings on the senior and subordinate classes on CreditWatch, so
that we can determine whether the existing credit enhancement is
adequate at the current rating levels given our increase in the
projected cumulative default rate," S&P said.

"The senior floating-rate notes from the 2002-A, 2003-A, and 2004-
A trusts are paid sequentially before any principal payments are
made to the auction-rate or variable-rate notes. After the
floating-rate notes are paid in full, the auction-rate and
variable-rate notes are subject to mandatory redemption from
available funds. The issuer will determine which notes to redeem;
however, in the absence of direction from the issuer, the class B
notes may be redeemed first, subject to the satisfaction of the
senior asset requirement, which is a senior asset percentage of
110% and a subordinate asset percentage of 101.5%. Cash release to
the issuer is subject to an asset release requirement of 102%. The
structure also provides for reprioritization of subordinate note
interest, which will be allocated to senior principal if the
senior asset percentage is less than 100%, indicating that the
senior notes are not fully collateralized. The rate paid to the
variable-rate notes and the auction-rate notes depends on the
rating on the notes by the various rating agencies. Since our last
rating action, the variable-rate and auction-rate notes are paying
at an increased rate. This increased cost of funds was a
significant factor in placing the subordinate classes on
CreditWatch negative. We believe the high levels of credit
enhancement, as evidenced by the high levels of senior parity,
provide protection for the senior notes in these structures. We
also believe that the increase in senior parity for the senior
classes in the 2004-A transaction coupled with our remaining loss
expectations for this trust could indicate that these classes have
credit enhancement in excess of its current ratings, which is our
rationale for placing the ratings on the senior classes on
CreditWatch positive," S&P said.

"The senior notes from the 2005-A, 2005-B, and 2007-A trusts are
paid sequentially prior to a step down date, after which principal
is paid pro rata between the senior and subordinate notes. The
2005-A and 2005-B trusts have reached their step down dates. The
step down date for the 2007-A trust is August 2013. Cash release
is subject to satisfaction of a total asset percentage, which
varies among the three transactions. The requirement for the 2005-
A trust is 103%. The requirement for the 2005-B trust is 105.5%,
which steps down over time to 105% and 103%. The requirement for
the 2007-A trust is 104%, which steps down to 103.75%, 103.6%, and
103%. These trusts have a subordinate note interest trigger for
the reprioritization of subordinate note interest if the senior
asset percentage of 100% is not met. Furthermore, these three
trusts also have a subordinate note principal trigger that
reallocates the pro-rata subordinate principal after the step-down
date to sequentially pay the senior notes if the total asset
percentage is less than 101%," S&P said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATINGS PLACED ON CREDITWATCH NEGATIVE

Access Group Inc.
Floating rate student loan asset-backed notes, series 2001
                 Rating
Class       To              From
IIA-1       AAA/Watch Neg   AAA
IIB         A/Watch Neg     A

Access Group Inc.
Private student loan asset-backed notes, series 2002-A
                 Rating
Class       To              From
B           A/Watch Neg     A

Access Group Inc.
Private student loan asset-backed notes, series 2003-A
                 Rating
Class       To              From
B           BBB/Watch Neg   BBB

Access Group Inc.
Private student loan asset-backed notes, series 2004-A
                 Rating
Class       To              From
B-1         BB/Watch Neg    BB
B-2         BB/Watch Neg    BB

Access Group Inc.
Private student loan asset-backed floating-rate notes, series
2005-A
                 Rating
Class       To              From
B           BB/Watch Neg    BB

RATINGS PLACED ON CREDITWATCH POSITIVE

Access Group Inc.
Private student loan asset-backed notes, series 2004-A
                 Rating
Class       To              From
A-2         AA/Watch Pos    AA
A-3         AA/Watch Pos    AA
A-4         AA/Watch Pos    AA

Access Group Inc.
Private student loan asset-backed notes, series 2005-B
                 Rating
Class       To              From
A-2         AA/Watch Pos    AA
A-3         AA/Watch Pos    AA

RATINGS AFFIRMED


Access Group Inc.
Private student loan asset-backed notes, series 2002-A

Class       Rating
A-2         AAA


Access Group Inc.
Private student loan asset-backed notes, series 2003-A

Class          Rating
A-1            AAA
A-2            AAA
A-3            AAA

Access Group Inc.
Private student loan asset-backed floating-rate notes, series
2005-A

Class       Rating
A-2         AA
A-3         AA

Access Group Inc.
Private student loan asset-backed notes, series 2005-B

Class       Rating
B-2         BB

Access Group Inc.
Private student loan asset-backed notes, series 2007-A

Class       Rating
A-2         AA
A-3         AA
B           BB


* S&P Takes Rating Actions on 21 U.S. RMBS Scratch-And-Dent Deals
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 27
classes from nine U.S. residential mortgage-backed securities
(RMBS) transactions issued from 2001 through 2007. "In addition,
we raised our ratings on seven classes from three transactions
and affirmed our ratings on 55 classes from six of the
transactions with lowered ratings as well as 12 additional
transactions. We also withdrew our rating on one class that has
been paid in full," S&P said.

"All of the reviewed transactions are backed primarily by scratch-
and-dent mortgage loan collateral. These transactions generally
fall into four categories: outside-the-guidelines, document-
deficient, reperforming, and nonperforming liquidation trusts. The
collateral for these transactions is similar to that of
conventional RMBS; however, some underlying factors such as loan
documentation may be different, which could affect each
transaction's performance," S&P said.

"The downgrades reflect our belief that projected credit
enhancement for the affected classes will be insufficient to cover
the projected losses at the previous rating levels and/or, where
applicable, the application of our interest shortfall criteria. We
lowered our ratings on seven classes from three transactions based
on our interest shortfall criteria. These classes are identified
in the table below with an asterisk," S&P said.

"Among other factors, the upgrades reflect our view of decreased
delinquencies within the structures associated with the affected
classes. The decrease in delinquencies has reduced the remaining
projected losses for these structures, allowing these classes to
withstand more stressful scenarios. The upgrades to 'B (sf)' and
'BB (sf)' from 'CCC (sf)' reflect our opinion that the affected
classes are no longer projected to default based on the credit
enhancement available to cover our projected losses. In addition,
each upgrade reflects 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;
however, we are limiting the extent of the upgrades to reflect
our view of the ongoing market risk," S&P said.

"The affirmations reflect our belief that projected credit
enhancement available for the affected classes will be sufficient
to cover our projected losses at the current ratings," S&P said.

"We withdrew our rating on class A-1 from Security National
Mortgage Loan Trust 2006-2 because the class has been paid in
full," S&P said.

"The underlying collateral for these deals consists predominantly
of reperforming first-lien, fixed- and adjustable-rate residential
mortgage loans secured by first liens on one- to four-family
residential properties. Subordination, overcollateralization
(prior to its depletion), and excess spread provide credit support
for the affected transactions," S&P said.

"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.

"Our review of these transactions incorporated our current and
projected losses, which are based on the dollar amounts of loans
currently in the transactions' delinquency, foreclosure, and real
estate owned (REO) pipelines, as well as our projection of future
defaults. We also incorporated cumulative losses to date in our
analysis when assessing rating outcomes," S&P said.

"Reperforming loan transactions include loans that were either
delinquent or had delinquent payment histories at the time of
securitization. Previously, we projected defaults using observed
monthly losses to account for loans that may be contractually
delinquent but still generating cash flow. However, as these
transactions age, reperforming loans that are still classified as
delinquent may exhibit a lower likelihood of eventually achieving
a current payment. Therefore, we adjusted our assumptions to use
each transaction's cumulative losses to date, pool factor, and
assumed losses from the delinquency pipeline to project defaults
going forward," S&P said.

"Two transactions in this review, GSMPS Mortgage Loan Trust 2005-
RP2 and GSMPS Mortgage Loan Trust 2005-RP3, are primarily
collateralized by residential mortgage loans guaranteed by either
the Federal Housing Administration (FHA) or the U.S. Department of
Veterans Affairs (VA). Any applicable government insurance or
guarantee by the FHA or the VA will generally cover the majority
of losses incurred on a liquidated loan within these transactions.
Historically, we've applied a 5% loss severity on projected
defaults to derive losses for these FHA and VA deals. Over the
past year, we've observed a general increase in loss severities
among these transactions. Based on our observations, we have
applied a higher loss severity of 13% on projected defaults to
derive losses for these transactions," S&P said.

"In order to maintain a 'B' rating on a class, we assessed
whether, in our view, a class could absorb the base-case loss
assumptions we used in our analysis. In order to maintain a rating
higher than 'B', we assessed whether the class could withstand
losses exceeding the base-case loss assumptions at a percentage
specific to each rating category, up to 150% for an 'AAA' rating.
For example, in general, we would assess whether one class could
withstand approximately 110% of our base-case loss assumptions to
maintain a 'BB' rating, while we would assess whether a different
class could withstand approximately 120% of our base-case loss
assumptions to maintain a 'BBB' rating. Each class with an
affirmed 'AAA' rating can, in our view, withstand approximately
150% of our base-case loss assumptions under our analysis," 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.

            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

ACE Securities Corp,. Home Equity Loan Trust, Series 2005-SD3
Series    2005-SD3
                               Rating
Class      CUSIP       To                   From
M-2        004421TR4   CC (sf)              CCC (sf)

CWABS Asset-Backed Notes Trust 2006-SD4
Series    2006-SD4
                               Rating
Class      CUSIP       To                   From
A-1        232433AA0   CC (sf)              CCC (sf)
M-1        232433AB8   CC (sf)              CCC (sf)

CWABS Asset-Backed Notes Trust 2007-SD1
Series    2007-SD1
                               Rating
Class      CUSIP       To                   From
A-1        12669TAA1   CC (sf)              CCC (sf)
M-1        12669TAH6   CC (sf)              CCC (sf)

EMC Mortgage Loan Trust 2005-B
Series    2005-B
                               Rating
Class      CUSIP       To                   From
M-1        268668EX4   D (sf)               CCC (sf)*
M-2        268668EY2   D (sf)               CC (sf)*
B          268668EZ9   D (sf)               CC (sf)*

GSMPS Mortgage Loan Trust 2005-RP2
Series    2005-RP2
                               Rating
Class      CUSIP       To                   From
1AF        36242DT52   B- (sf)              BB+ (sf)
1A2        36242DT78   B- (sf)              BB+ (sf)
1A3        36242DT86   B- (sf)              BBB (sf)
1A4        36242DT94   B- (sf)              BB+ (sf)
2A1        36242DU35   B- (sf)              BBB- (sf)
B1         36242DU43   CC (sf)              CCC (sf)
B2         36242DU50   D (sf)               CC (sf)*
B3         36242DU68   D (sf)               CC (sf)*

GSMPS Mortgage Loan Trust 2005-RP3
Series    2005-RP3
                               Rating
Class      CUSIP       To                   From
1AF        362341LL1   CCC (sf)             B- (sf)
1A2        362341LN7   CCC (sf)             BB- (sf)
1A3        362341LP2   CCC (sf)             B (sf)
1A4        362341LQ0   CCC (sf)             B (sf)
2A1        362341LS6   CCC (sf)             BB- (sf)
B1         362341LT4   CC (sf)              CCC (sf)

Morgan Stanley ABS Capital I Inc. Trust 2007-SEA1
Series    2007-SEA1
                               Rating
Class      CUSIP       To                   From
M-1        61757MAT5   D (sf)               CCC (sf)*
M-2        61757MAU2   D (sf)               CCC (sf)*

RAAC Series 2007-RP3 Trust
Series    2007-RP3
                               Rating
Class      CUSIP       To                   From
M-1        74978BAB4   CC (sf)              CCC (sf)

RAMP Series 2001-RS2 Trust
Series    2001-RS2
                               Rating
Class      CUSIP       To                   From
M-II-2     760985EA5   BB (sf)              BB- (sf)
M-II-3     760985EB3   B (sf)               CCC (sf)

RAMP Series 2002-RS4 Trust
Series    2002-RS4
                               Rating
Class      CUSIP       To                   From
A-I-5      760985NK3   BB (sf)              CCC (sf)
A-I-6      760985NL1   BB (sf)              CCC (sf)

RAMP Series 2002-RS6 Trust
Series    2002-RS6
                               Rating
Class      CUSIP       To                   From
A-I-5      760985PN5   B (sf)               CCC (sf)
A-I-6      760985PP0   B (sf)               CCC (sf)
A-I-7      760985PQ8   B (sf)               CCC (sf)

Security National Mortgage Loan Trust 2006-2
Series    2006-2
                               Rating
Class      CUSIP       To                   From
A-1        81441NAA4   NR                   AAA (sf)
A-3        81441NAC0   CCC (sf)             B+ (sf)
M-1        81441NAD8   CC (sf)              CCC (sf)

RATINGS AFFIRMED

ACE Securities Corp. Home Equity Loan Trust, Series 2005-SD3
Series    2005-SD3
Class      CUSIP       Rating
A-1        004421TP8   AAA (sf)
M-1        004421TQ6   BB+ (sf)
M-3        004421TS2   CC (sf)

C-BASS 2006-RP2 Trust
Series    2006-RP2
Class      CUSIP       Rating
A-2        1248M3AB9   BBB+ (sf)
A-3        1248M3AC7   BBB+ (sf)

EMC Mortgage Loan Trust 2003-B
Series    2003-B
Class      CUSIP       Rating
A-1        268668CJ7   AAA (sf)
A-2        268668CK4   AAA (sf)
M-1        268668CL2   CC (sf)
M-2        268668CM0   CC (sf)
B          268668CN8   CC (sf)

EMC Mortgage Loan Trust 2005-B
Series    2005-B
Class      CUSIP       Rating
A          268668EW6   B- (sf)

GSMPS Mortgage Loan Trust 2005-RP3
Series    2005-RP3
Class      CUSIP       Rating
B2         362341LU1   CC (sf)
B3         362341LV9   CC (sf)
B4         362341LW7   CC (sf)

GSRPM Mortgage Loan Trust 2006-2
Series    2006-2
Class      CUSIP       Rating
A-1B       362725AB9   AA- (sf)
A-2        362725AC7   AA- (sf)
M-1        362725AD5   B+ (sf)
M-2        362725AE3   CCC (sf)
B-1        362725AF0   CC (sf)

MASTR Specialized Loan Trust 2007-01
Series    2007-01
Class      CUSIP       Rating
A          57645KAA4   CCC (sf)

Merrill Lynch Mortgage Investors Trust, Series 2007-SD1
Series    2007-SD1
Class      CUSIP       Rating
A          590232AA2   CCC (sf)
M-1        590232AB0   CC (sf)

Morgan Stanley ABS Capital I Inc. Trust 2007-SEA1
Series    2007-SEA1
Class      CUSIP       Rating
1-A-1      61757MAA6   CCC (sf)
1-A-2      61757MAB4   CCC (sf)
1-A-3      61757MBC1   CCC (sf)
2-A-1      61757MAC2   CCC (sf)
2-A-2      61757MAD0   CCC (sf)
2-A-3      61757MAE8   CCC (sf)
2-A-4      61757MAF5   CCC (sf)
2-A-5      61757MAG3   CCC (sf)
2-A-6      61757MAH1   CCC (sf)
2-A-7      61757MAJ7   CCC (sf)
2-A-8      61757MAK4   CCC (sf)
2-A-9      61757MAL2   CCC (sf)
A-1        61757MBD9   CCC (sf)

RAAC Series 2005-RP3 Trust
Series    2005-RP3
Class      CUSIP       Rating
A-2        76112BP79   AAA (sf)
M-1        76112BP87   BBB+ (sf)
M-2        76112BP95   CCC (sf)
M-3        76112BQ29   CC (sf)
M-4        76112BQ37   CC (sf)

RAAC series 2006-RP2 Trust
Series    2006-RP2
Class      CUSIP       Rating
A          74919MAA4   B (sf)
M-1        74919MAB2   CC (sf)

RAAC Series 2007-RP3 Trust
Series    2007-RP3
Class      CUSIP       Rating
A          74978BAA6   CCC (sf)

RAMP Series 2001-RS2 Trust
Series    2001-RS2
Class      CUSIP       Rating
A-II       760985DV0   AAA (sf)
M-II-1     760985DZ1   BBB (sf)

RAMP Series 2002-RS4 Trust
Series    2002-RS4
Class      CUSIP       Rating
A-II       760985NN7   BB+ (sf)

RAMP Series 2002-RS5 Trust
Series    2002-RS5
Class      CUSIP       Rating
A-I-5      760985NW7   BB (sf)
A-I-6      760985NX5   BB (sf)
A-II       760985NZ0   CCC (sf)

RAMP Series 2002-RS6 Trust
Series    2002-RS6
Class      CUSIP       Rating
A-II       760985PS4   A- (sf)

Security National Mortgage Loan Trust 2006-2
Series    2006-2
Class      CUSIP       Rating
A-2        81441NAB2   AAA (sf)

Security National Mortgage Loan Trust 2007-1
Series    2007-1
Class      CUSIP       Rating
1-A2       81441XAB0   BB (sf)
1-A3       81441XAC8   CCC (sf)
2-A        81441XAD6   CCC (sf)
M-1        81441XAE4   CC (sf)

* Based on application of interest shortfall criteria.


* S&P Raises Ratings on 15 Tranches From 10 CDO Transactions
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 15
tranches from 10 corporate-backed synthetic CDO transactions and
removed 14 from CreditWatch with positive implications. "In
addition, we lowered 10 ratings from seven U.S. synthetic CDO
transactions backed by structured finance assets and one rating
from one corporate-backed synthetic CDO transaction and removed
them from CreditWatch with negative implications. Furthermore, we
affirmed 12 ratings from five corporate-backed synthetic CDO
transactions and 14 ratings from four synthetic CDO transactions
backed by structured finance assets and removed 14 from
CreditWatch negative," S&P said.

"The upgrades are from synthetic CDOs that experienced a
combination of upward rating migration in their underlying
reference portfolios, seasoning of the underlying reference names
and an increase in the synthetic rated overcollateralization
(SROC) ratios above 100% at higher rating levels as of the May
review and at our projection of the SROC ratios in 90 days
assuming no credit migration. The downgrades were from synthetic
CDOs that had experienced negative rating migration in their
underlying reference portfolios or had reductions to the credit
enhancement available to them. The affirmations are from synthetic
CDOs that had appropriate credit support at their current rating
level. The synthetic CDO transactions backed by structured finance
assets also took into account our updated criteria for CDOs of
pooled structured finance assets," 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

ABACUS 2005-3, Ltd.
                                 Rating
Class                    To             From
A-1                      CCC- (sf)      CCC- (sf)/Watch Neg
A-2                      CC (sf)        CCC- (sf)/Watch Neg

ABACUS 2005-4, Ltd.
                                 Rating
Class                    To             From
A-1                      CCC- (sf)      CCC- (sf)/Watch Neg
A-2                      CCC- (sf)      CCC- (sf)/Watch Neg
B                        CCC- (sf)      CCC- (sf)/Watch Neg
C                        CCC- (sf)      CCC- (sf)/Watch Neg
D                        CCC- (sf)      CCC- (sf)/Watch Neg
E                        CCC- (sf)      CCC- (sf)/Watch Neg

ABACUS 2006-10, Ltd
                                 Rating
Class                    To             From
A                        CCC- (sf)      CCC- (sf)/Watch Neg
B                        CCC- (sf)      CCC- (sf)/Watch Neg
C                        CCC- (sf)      CCC- (sf)/Watch Neg
D                        CCC- (sf)      CCC- (sf)/Watch Neg
E                        CCC- (sf)      CCC- (sf)/Watch Neg
F                        CCC- (sf)      CCC- (sf)/Watch Neg
G                        CC (sf)        CCC- (sf)/Watch Neg
J                        CC (sf)        CCC- (sf)/Watch Neg

Calculus ABS Resecuritization Trust Series 2007-2
                                 Rating
Class                    To             From
VarDisTrUn               CCC- (sf)      CCC- (sf)/Watch Neg

Castlereagh Trust - Series 2
                                 Rating
Class                    To                  From
                         CCC- (sf)           CCC- (sf)

Credit Default Swap
Series CA1119131
                               Rating
Class                    To           From
Tranche                  BBsrb (sf)   BB-srb (sf)/Watch Pos

Credit-Linked Trust Certificates
Series 2005-I
                                 Rating
Class                    To             From
2005-I-H                 AA (sf)        AA- (sf)/Watch Pos
2005-I-I                 A+ (sf)        A+ (sf)
2005-I-J                 A (sf)         A- (sf)/Watch Pos
2005-I-R                 AAA (sf)       AAA (sf)
2005-I-S                 AAA (sf)       AAA (sf)
2005-I-T                 AAA (sf)       AAA (sf)

Hickory Trust
AUD25 mil portfolio credit-linked notes due June 2016
                                 Rating
Class                    To                  From
Tranche                  CCC- (sf)           CCC- (sf)

Magnolia Finance II PLC
Series 2006-6B
                                 Rating
Class                    To             From
Series B                 CC (sf)        CCC- (sf)/Watch Neg

Magnolia Finance II PLC
Series 2006-6C
                                 Rating
Class                    To             From
Series C                 CC (sf)        CCC- (sf)/Watch Neg

Magnolia Finance II PLC
Series 2006-6A2E
                                 Rating
Class                    To             From
Notes                    CC (sf)        CCC- (sf)/Watch Neg

Magnolia Finance II PLC
Series 2006-6A2G
                                 Rating
Class                    To             From
Notes                    CC (sf)        CCC- (sf)/Watch Neg

Morgan Stanley ACES SPC
Series 2005-12
                                 Rating
Class                    To             From
Fltg Rt Nt               BB (sf)        BB- (sf)/Watch Pos

Morgan Stanley ACES SPC
Series 2008-8
                                 Rating
Class                    To             From
IA                       A- (sf)        AA- (sf)/Watch Neg

Morgan Stanley Managed ACES SPC
Series 2005-1
                                 Rating
Class                    To                  From
II A                     BBB (sf)       BBB- (sf)/Watch Pos
II B                     BBB (sf)       BBB- (sf)/Watch Pos

Morgan Stanley Managed ACES SPC
Series 2006-4
                                 Rating
Class                    To             From
II                       BBB (sf)       BBB- (sf)/Watch Pos
IIIB                     BB+ (sf)       BB (sf)/Watch Pos

North Street Referenced Linked Notes 2005-9 Limited
                                 Rating
Class                    To              From
E                        AA- (sf)        A (sf)/Watch Pos
F                        BB- (sf)        B- (sf)/Watch Pos

PARCS Master Trust
US$300 mil PARCS Master Trust Class 2007-10 CDX7 10Y 10-15
(Floating Recovery)
Units
                                 Rating
Class                    To                  From
Trust Unit               BB+ (sf)            BB+ (sf)

PARCS-R Master Trust
Series 2007-12
                                 Rating
Class                    To              From
Trust Unit               BBB- (sf)       BB+ (sf)/Watch Pos

Pilatus Ltd.
EUR20 mil Pilatus Limited Series 2005 Step Up Notes III
                                 Rating
Class                    To                  From
2005SUpIII               AA- (sf)            BB+ (sf)

Repacs Trust Series: Bayshore I
                                 Rating
Class                    To              From
A                        BB+ (sf)        BB (sf)/Watch Pos
B                        BB (sf)         BB- (sf)/Watch Pos

REVE SPC
EUR50 mil, JPY3 bil, US$154 mil REVE SPC Dryden XVII Notes Series
2007-1
                                 Rating
Class                    To                  From
A Series 4               BB (sf)             BB (sf)
A Series 7               BB (sf)             BB (sf)
A Series 9               BB (sf)             BB (sf)
A Series18               B+ (sf)             B+ (sf)
JSS Ser23                BBB- (sf)           BBB- (sf)

Rutland Rated Investments
EUR5 mil, US$197 mil Dryden XII - IG Synthetic CDO 2006-1
                                 Rating
Class                    To             From
A2-$LS                   A- (sf)        BBB+ (sf)/Watch Pos

SPGS SPC
Series MSC2007-SRR3
                                 Rating
Class                    To                  From
A                        CC (sf)        CCC- (sf)/Watch Neg
B                        CC (sf)        CCC- (sf)/Watch Neg
C                        CC (sf)        CCC- (sf)/Watch Neg


* S&P Lowers Ratings on 28 Classes From 4 US RMBS Transactions
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 28
classes from four U.S. residential mortgage-backed securities
(RMBS) transactions. "In addition, we raised our ratings on 11
classes from three transactions and affirmed our ratings on 159
classes from seven transactions. We also withdrew our ratings on
five additional classes: one based on our IO criteria and four
because they have been paid in full," S&P said.

The seven RMBS transactions included in this review are backed by
prime jumbo mortgage loan collateral. Subordination and in certain
instances bond insurance, provide 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 be insufficient to cover
the projected losses we applied at the previous rating stresses,"
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 are limiting the extent of the upgrades to
reflect our view of the ongoing market risk. The upgrade to 'B-
(sf)' from 'CC (sf)' reflects our opinion that this class is no
longer projected to default based on the credit enhancement
available to cover our projected losses," 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,"
S&P said.

"Classes rated 'CCC (sf)' and 'CC (sf)' reflect our assessment
that the credit enhancement for these classes will be insufficient
to cover projected losses," S&P said.

"We withdrew our ratings on four classes from Banc of America
Mortgage Trust 2004-4 that have been paid in full, and on class 4-
30-IO from Banc of America Mortgage Trust 2004-7 to reflect the
application of our IO criteria," 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 Report
included in this credit rating report is available at:

           http://standardandpoorsdisclosure-17g7.com


RATING ACTIONS

Banc of America Mortgage Trust 2004-4
Series      2004-4
                               Rating
Class      CUSIP       To                   From
1-A-1      05949AEB2   NR                   AAA (sf)
1-A-8      05949AEJ5   NR                   AAA (sf)
1-A-9      05949AEK2   NR                   AAA (sf)
1-A-10     05949AEL0   NR                   AAA (sf)
X-B-2      05949AFQ8   B (sf)               B- (sf)
30-B-3     05949AFN5   CC (sf)              CCC (sf)
X-B-3      05949AFR6   B- (sf)              CC (sf)

Banc of America Mortgage Trust 2004-7
Series      2004-7
                               Rating
Class      CUSIP       To                   From
1-A-5      05949ANE6   AA+ (sf)             AAA (sf)
1-A-6      05949ANF3   AA+ (sf)             AAA (sf)
1-A-12     05949ANM8   AA+ (sf)             AAA (sf)
1-A-17     05949ANS5   AA+ (sf)             AAA (sf)
1-A-18     05949ANT3   AA+ (sf)             AAA (sf)
1-A-19     05949ANU0   AA+ (sf)             AAA (sf)
5-A-1      05949AQF0   AA+ (sf)             AAA (sf)
5-A-2      05949ANX4   AA+ (sf)             AAA (sf)
5-A-3      05949ANY2   AA+ (sf)             AAA (sf)
5-A-4      05949ANZ9   AA+ (sf)             AAA (sf)
5-A-5      05949APA2   AA+ (sf)             AAA (sf)
5-A-6      05949APB0   AA+ (sf)             AAA (sf)
5-A-7      05949APC8   AA+ (sf)             AAA (sf)
5-A-13     05949APJ3   AA+ (sf)             AAA (sf)
5-A-14     05949APK0   AA+ (sf)             AAA (sf)
5-A-15     05949APL8   AA+ (sf)             AAA (sf)
5-A-16     05949APM6   AA+ (sf)             AAA (sf)
1-X-PO                 AA+ (sf)             AAA (sf)
5-X-PO                 AA+ (sf)             AAA (sf)
4-A-1      05949AQE3   A- (sf)              AAA (sf)
4-30-IO                NR                   AAA (sf)
3-A-1      05949AQD5   BBB (sf)             B+ (sf)
6-A-1      05949APN4   BBB (sf)             A- (sf)
6-A-2      05949APP9   BBB (sf)             A- (sf)
6-A-3      05949APQ7   BBB (sf)             BBB+ (sf)
7-A-1      05949APR5   BBB (sf)             B+ (sf)
3-X-PO                 BBB (sf)             B+ (sf)
6-X-PO                 BBB (sf)             B+ (sf)
7-X-PO                 BBB (sf)             B+ (sf)
3-15-PO                BBB (sf)             B+ (sf)
6-15-PO                BBB (sf)             B+ (sf)
7-15-PO                BBB (sf)             B+ (sf)

Bank of America Mortgage Securities Inc.
Series      2004-3
                               Rating
Class      CUSIP       To                   From
1-B-1      05949ACF5   B (sf)               B+ (sf)

Prime Mortgage Trust 2005-4
Series      2005-4
                               Rating
Class      CUSIP       To                   From
I-A-3      74160MJZ6   AA+ (sf)             AAA (sf)
I-A-6      74160MKC5   BBB (sf)             AA- (sf)
I-X        74160MKE1   AA+ (sf)             AAA (sf)
II-A-6     74160MKR2   BB (sf)              B (sf)

RATINGS AFFIRMED

Banc of America Mortgage Trust 2004-1
Series      2004-1
Class      CUSIP       Rating
1-A-4      05948XV32   AAA (sf)
1-A-6      05948XV57   AAA (sf)
1-A-16     05948XW72   AAA (sf)
1-A-17     05948XW80   AAA (sf)
1-A-18     05948XW98   AAA (sf)
1-A-19     05948XX22   AAA (sf)
2-A-1      05948XX71   AAA (sf)
2-A-2      05948XX89   AAA (sf)
3-A-1      05948XX97   AAA (sf)
4-A-1      05948XY21   AAA (sf)
4-A-2      05948XY39   AAA (sf)
5-A-1      05948XY47   AAA (sf)
5-A-IO     05948XY54   AAA (sf)
A-PO       05948XY62   AAA (sf)
15-IO      05948XY70   AAA (sf)
30-IO      05948XY88   AAA (sf)
X-B-1      05948XZ46   AA (sf)
3-B-1      05948XZ79   AA (sf)
5-B-1      05948X2A8   CCC (sf)
X-B-2      05948XZ53   A (sf)
3-B-2      05948XZ87   A+ (sf)
5-B-2      05948X2B6   CCC (sf)
X-B-3      05948XZ61   BB (sf)
3-B-3      05948XZ95   BBB+ (sf)
5-B-3      05948X2C4   CC (sf)
X-B-4      05948X2H3   B (sf)
3-B-4      05948X2L4   B (sf)
5-B-4      05948X2P5   CC (sf)
1-B-5      05948X2F7   CC (sf)
X-B-5      05948X2J9   CCC (sf)
3-B-5      05948X2M2   CCC (sf)
5-B-5      05948X2Q3   CC (sf)

Banc of America Mortgage Trust 2004-4
Series      2004-4
Class      CUSIP       Rating
1-A-2      05949AEC0   AAA (sf)
1-A-3      05949AED8   AAA (sf)
1-A-4      05949AEE6   AAA (sf)
1-A-5      05949AEF3   AAA (sf)
1-A-6      05949AEG1   AAA (sf)
1-A-7      05949AEH9   AAA (sf)
1-A-11     05949AEM8   AAA (sf)
1-A-12     05949AEN6   AAA (sf)
2-A-2      05949AEV8   AAA (sf)
2-A-3      05949AEW6   AAA (sf)
2-A-6      05949AEZ9   AAA (sf)
3-A-1      05949AFA3   AAA (sf)
3-A-2      05949AFB1   AAA (sf)
3-A-3      05949AFC9   AAA (sf)
3-A-4      05949AFD7   AAA (sf)
4-A-1      05949AFE5   AAA (sf)
4-A-2      05949AFF2   AAA (sf)
5-A-1      05949AFG0   AAA (sf)
15-IO      05949AFJ4   AAA (sf)
30-IO      05949AFK1   AAA (sf)
A-PO       05949AFH8   AAA (sf)
30-B-1     05949AFL9   A+ (sf)
X-B-1      05949AFP0   BB+ (sf)
15-B-1     05949AFS4   BBB+ (sf)
30-B-2     05949AFM7   B+ (sf)
15-B-2     05949AFT2   B+ (sf)
15-B-3     05949AFU9   CCC (sf)
30-B-4     05949AFW5   CC (sf)
X-B-4      05949AFZ8   CC (sf)
15-B-4     05949AGC8   CC (sf)
X-B-5      05949AGA2   CC (sf)
15-B-5     05949AGD6   CC (sf)

Banc of America Mortgage Trust 2004-7
Series      2004-7
Class      CUSIP       Rating
5-A-8      05949APD6   AAA (sf)
5-A-9      05949APE4   AAA (sf)
5-A-10     05949APF1   AAA (sf)
5-A-11     05949APG9   AAA (sf)
5-A-12     05949APH7   AAA (sf)
1-30-IO                AAA (sf)
5-30-IO                AAA (sf)
2-A-1      05949AQB9   A- (sf)
2-A-2      05949AQC7   A- (sf)
2-A-3      05949ANV8   A- (sf)
2-A-4      05949ANW6   A- (sf)
2-X-PO                 A- (sf)
4-X-PO                 A- (sf)
4-15-PO                A- (sf)
X-B-1      05949APS3   CCC (sf)
15-B-1     05949AQP8   CCC (sf)
X-B-2      05949APT1   CC (sf)
15-B-2     05949AQQ6   CC (sf)
X-B-3      05949APU8   CC (sf)
15-B-3     05949AQR4   CC (sf)
15-B-4     05949AQV5   CC (sf)
15-B-5     05949AQW3   CC (sf)

Bank of America Mortgage Securities Inc.
Series      2004-3
Class      CUSIP       Rating
1-A-4      05949AAD2   AAA (sf)
1-A-5      05949AAE0   AAA (sf)
1-A-11     05949AAL4   AAA (sf)
1-A-12     05949AAM2   AAA (sf)
1-A-13     05949AAN0   AAA (sf)
1-A-14     05949AAP5   AAA (sf)
1-A-22     05949AAX8   AAA (sf)
1-A-24     05949AAZ3   AAA (sf)
1-A-25     05949ABA7   AAA (sf)
1-A-26     05949ABB5   AAA (sf)
2-A-1      05949ABG4   AAA (sf)
2-A-8      05949ABP4   AAA (sf)
2-A-9      05949ABQ2   AAA (sf)
2-A-11     05949ABS8   AAA (sf)
2-A-12     05949ABT6   AAA (sf)
2-A-16     05949ABX7   AAA (sf)
3-A-1      05949ABY5   BBB (sf)
3-A-2      05949ABZ2   BBB (sf)
4-A-1      05949ACB4   AAA (sf)
A-PO       05949ACC2   BBB (sf)
15-IO      05949ACD0   AAA (sf)
30-IO      05949ACE8   AAA (sf)
1-B-2      05949ACG3   CC (sf)
1-B-3      05949ACH1   CC (sf)
X-B-1      05949ACJ7   BBB (sf)
X-B-2      05949ACK4   CCC (sf)
X-B-3      05949ACL2   CC (sf)
X-B-4      05949ACT5   CC (sf)
3-B-2      05949ACN8   CC (sf)
3-B-3      05949ACP3   CC (sf)
3-B-4      05949ACW8   CC (sf)
3-B-5      05949ACX6   CC (sf)

Merrill Lynch Mortgage Investors Trust Series MLCC 2004-A
Series      MLCC2004-A
Class      CUSIP       Rating
A-1        59020UAR6   AAA (sf)
A-2        59020UAS4   AAA (sf)
X-A-2      59020UAV7   AAA (sf)
X-B        59020UAW5   AAA (sf)
B-1        59020UAX3   AAA (sf)
B-2        59020UAY1   BBB- (sf)
B-3        59020UAZ8   CCC (sf)
B-4        59020UBB0   CC (sf)
B-5        59020UBC8   CC (sf)

Prime Mortgage Trust 2005-4
Series      2005-4
Class      CUSIP       Rating
I-A-1      74160MJX1   A- (sf)
I-A-2      74160MJY9   BBB- (sf)
I-A-4      74160MKA9   BB+ (sf)
I-A-5      74160MKB7   BB (sf)
I-A-7      74160MLM2   BB (sf)
I-PO       74160MKD3   BB (sf)
II-A-2     74160MKM3   CC (sf)
II-A-3     74160MKN1   CC (sf)
II-A-4     74160MKP6   CC (sf)
II-A-7     74160MKS0   CC (sf)
II-A-8     74160MKT8   CC (sf)
II-A-9     74160MKU5   CC (sf)
II-A-10    74160MKV3   CCC (sf)
II-A-11    74160MKW1   CC (sf)
II-A-12    74160MKX9   CC (sf)
II-PO      74160MKY7   CC (sf)
I-B-1      74160MKH4   CCC (sf)
II-B-1     74160MLC4   CC (sf)
I-B-2      74160MKJ0   CC (sf)
I-B-3      74160MKK7   CC (sf)
I-B-4      74160MLF7   CC (sf)
I-B-5      74160MLG5   CC (sf)

WaMu Mortgage Pass-Through Certificates Series 2004-CB3 Trust
Series      2004-CB3
Class      CUSIP       Rating
I-A        92922FXL7   AAA (sf)
II-A       92922FXM5   AAA (sf)
III-A      92922FXN3   AAA (sf)
IV-A       92922FXP8   AAA (sf)
C-X        92922FXQ6   AAA (sf)
I-P        92922FXR4   AAA (sf)
III-P      92922FXS2   AAA (sf)
B-1        92922FXT0   CCC (sf)
B-2        92922FXU7   CC (sf)
B-3        92922FXV5   CC (sf)



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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