TCR_Public/120701.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, July 1, 2012, Vol. 16, No. 181

                            Headlines

1776 CLO I: S&P Affirms Rating on Class E Notes at 'B+'
ACAS BUSINESS 2007-1: S&P Raises Rating on Class C Notes to 'B-'
ACE SECURITIES 2003-NC1: S&P Cuts Rating on Class M-4 to 'D'
AIRLIE CLO 2006-II: S&P Raises Rating on Class D Notes to 'B+'
ALM VI: S&P Gives 'B' Rating on Class E Deferrable Notes

AMERICREDIT AUTO: DBRS Confirms 'BB(sf)' Rating on Class E Notes
AMERICREDIT AUTO: Moody's Assigns '(P)Ba2' Rating to Cl. E Notes
ARES XI: S&P Raises Rating on Class E Notes to 'BB+'; Off Watch
ARES XII: S&P Affirms 'BB' Rating on Class E Notes; Off Watch Pos
ARES XIX: Moody's Upgrades Rating on Class D Notes to 'Ba3'

ATTENTUS CDO III: S&P Lowers Ratings on 3 Classes to 'CC(sf)'
BABSON CLO 2012-II: S&P Rates $18-Mil. Class D Notes 'BB(sf)'
BANC OF AMERICA 2003-1: Fitch Junks Rating on 3 Cert. Classes
BANC OF AMERICA 2005-5: Moody's Keeps C Ratings on 2 Cert Classes
BEAR STEARNS 2005-TOP18: Moody's Cuts Rating on H Secs. to 'Caa1'

BEAR STEARNS 2006-BBA7: Fitch Keeps 'CCC' Rating on $9.6MM Certs.
BEAR STEARNS 2006-PWR12: Moody's Cuts Ratings on 2 Certs. to 'C'
BEAR STEARNS 2006-TOP22: Moody's Cuts Ratings on 2 Certs. to 'C'
BLUEMOUNTAIN CLO III: S&P Raises Rating on Class E Notes to 'BB'
CABELA'S CREDIT: Fitch Rates $13.75-Mil. Class D Notes 'BB+sf'

CAPITAL LEASE: Stable Performance Cues Fitch to Affirm Ratings
CARLYLE GLOBAL 2012-2: S&P Rates $23-Mil. Class E Notes 'BB'
CENTERLINE 2007-1: S&P Lowers Rating on Class B Debt to 'D'
CENTURION CDO: Moody's Upgrades Rating on Class B Notes From Ba3
CHRYSLER FINC'L 2008-B: DBRS Discontinues Ratings on Securities

CITIGROUP MORTGAGE: Moody's Cuts Rating on Cl. A-3A RMBS to 'Ca'
COMM 2001-J2: Moody's Affirms Rating on Cl. H Securities at 'Ca'
COMMERCIAL MORTGAGE: Moody's Cuts Rating on Cl. F Certs. to 'B3'
CPS AUTO: Moody's Assigns 'B2' Rating to Class D Notes
CREDIT SUISSE 2001-CKN5: Moody's Reviews Rating on 8 CMBS Classes

CREDIT SUISSE 2002-CKN2: S&P Lowers Ratings on 2 Classes to 'D'
CREDIT SUISSE 2003-CK2: Fitch Cuts Rating $13.6MM M Certs to 'C'
CREDIT SUISSE 2005-C3: Moody's Lowers Rating on F Certs. to 'C'
CSMC TRUST 2012-CIM2: S&P Assigns 'BB' Rating to Class B-4 Certs.
CWALT INC: Moody's Lowers Ratings on 12 RMBS Tranches to 'Caa2'

CWCAPITAL COBALT II: S&P Lowers Ratings on 7 Note Classes to 'D'
DRYDEN XXIII: S&P Rates $9-Mil. Class E Deferrable Notes 'B'
FIRST UNION 1999-C2: Fitch Affirms Csf Rating $11.8MM Cl. M Notes
FIRST UNION 2000-C1: Fitch Cuts Rating on $5.8MM L Notes to 'CCsf'
FLAGSHIP CREDIT 2012-1: S&P Gives 'BB' Rating on Class D Notes

FMC REAL: Improved Credit Cues Fitch to Upgrade Ratings
GCO EDUCATION: Fitch Affirms 'Bsf' Rating on Jr. Subordinate Loan
GILLESPIE CLO: S&P Raises Rating on Class E Notes to 'B-'
GMAC COMMERCIAL: Stable Performance Cues Fitch to Affirm Ratings
GMAC COMMERCIAL: Moody's Cuts Ratings on 3 Note Classes to 'C'

GREENWICH CAPITAL 2003-C2: S&P Cuts Ratings on 2 Classes to 'D'
GREENWICH COMMERCIAL: Moody's Affirms 'C' Rating on Cl. M Certs.
GSAA HOME: Moody's Downgrades Ratings on Three Tranches to 'C'
GS MORTGAGE 2007-GG10: Moody's Cuts Rating on D Certs. to 'Ca'
HALCYON STRUCTURED: Moody's Lifts Rating on Cl. D Notes From 'Ba1'

HELLER FINANCIAL: Moody's Cuts Rating on Cl. X Certs. to 'Caa3'
JP MORGAN 1999-C8: Moody's Affirms Rating on X Certs. at 'Caa3'
JP MORGAN 2004-FL1: S&P Lowers Rating on Cl. L Certs to 'CCC-'
JP MORGAN 2012-CIBX: Moody's Rates Class G Certificates '(P)B2'
LANDMARK V: Moody's Raises Rating on Class B-1L Notes From 'Ba1'

LATITUDE CLO: S&P Affirms Rating on Class D Notes at 'CCC-'
LB-UBS MORTGAGE: Moody's Lowers Rating on Cl. D Certs. to 'B1'
LEHMAN BROTHERS: Fitch Affirms D Rating on $57.5MM Class J Notes
LEHMAN BROTHERS: Moody's Upgrades Rating on Cl. H Secs. to 'B3'
LNR CDO 2003-1: S&P Lowers Ratings on 3 Classes to 'D'; Off Watch

LONE STAR 2011-1: Fitch Affirms Rating on Six Certificate Classes
MACH ONE 2004-1: S&P Cuts Ratings on 3 Classes of Certs. to 'CCC-'
ML-CFC COMMERCIAL: Moody's Affirms 'C' Ratings on 8 CMBS Classes
ML-CFC COMMERCIAL: Moody's Cuts Rating on Cl. C Certs. to 'Caa3'
MORGAN STANLEY 2001-IQ: Moody's Affirms 'Caa1' Rating on 2 Certs.

MORGAN STANLEY 2002-TOP7: Moody's Cuts Rating on L Certs. to 'C'
MORGAN STANLEY 2004-HQ3: Moody's Affirms Caa3 Rating on Q Certs.
MORGAN STANLEY 2006-18: Moody's Removes Rating on $43-Mil. Notes
MORGAN STANLEY 2007-IQ14: S&P Rates Class A-A-MFX Certs. 'BB'
NOMURA ASSET: Moody's Lowers Rating on Cl. M-2 Tranche to 'C'

OCTAGON INVESTMENT X: S&P Raises Rating on Class E Notes to 'BB'
OWS CLO I: S&P Affirms 'BB+' Rating on Class C Notes; Off Watch
OZLM FUNDING: S&P Rates $21.6MM Class D Deferrable Notes 'BB'
PALISADES CDO: Fitch Junks Rating on Seven Note Classes
PNC MORTGAGE: Fitch Affirms 'D' Rating on Five Note Classes

RACE POINT III: S&P Raises Rating on Class E Notes to 'BB'
RAMP SERIES: Moody's Raises Rating on Class M-2 Tranche From Ba3
SALOMON BROTHERS: Moody's Lifts Rating on Cl. M-1 Secs. From B1
SANDELMAN FINANCE 2006-2: S&P Ups Rating on Class D Notes to 'BB+'
SANTANDER CONSUMER: Moody's Reviews 'Ba2' Ratings for Upgrade

SANTANDER DRIVE: Fitch to Rate $47.46-Mil. Class E Notes 'BBsf'
SANTANDER DRIVE: Moody's Assigns '(P)Ba2' Rating to Cl. E Secs.
SATURNS 2001-6: Moody's Cuts Rating on $63-Mil. Certs. to 'Ba2'
SEQUOIA MORTGAGE: Fitch Rates $1.4MM Class B-4 Certs. at 'BBsf'
SLATER MILL: S&P Rates $14-Mil. Class E Deferrable Notes 'BB'

SLM STUDENT 2007-4: Fitch Affirms BBsf Ratings on 3 Note Classes
SLM STUDENT 2007-5: Fitch Affirms Low-B Rating on Two Not Classes
SLM STUDENT 2006-7: Fitch Affirms 'BBsf' Rating on Class B Note
SOLOSO CDO: Moody's Raises Rating on Class A-1LB Notes to 'B1'
STRUCTURED ASSET: Moody's Cuts Rating on One Tranche to 'Caa3'

TALMAGE STRUCTURED: Moody's Lifts Rating on Cl. C Secs. to 'Ba2'
TRIMARAN CLO VII: S&P Raises Rating on Class B-2L Notes to 'B+'
UBS-BARCLAYS 2012-C2: Fitch to Rate Two Note Classes Low-Bs
UBS COMMERCIAL 2007-FL1: Fitch Affirms 'Csf' Ratings on 3 Secs.
UBS COMMERCIAL 2007-FL1: Moody's Raises Rating on K Certs. to Caa3

WACHOVIA BANK 2003-C5: Moody's Affirms 'Caa3' Rating on O Certs.
WACHOVIA BANK 2007-C30: Moody's Raises Rating on D Certs. to Caa3
WACHOVIA BANK 2007-C33: Moody's Cuts Ratings on 4 Certs. to 'C'
WAVE SPC 2007-1: S&P Lowers Rating to Class A-1 Debt to 'D'
WELLS FARGO 2012-C7: Fitch Rates $19.3-Mil. Class G Notes 'Bsf'

WILSHIRE FUNDING: Moody's Confirms 'Caa2' Rating on M-3 Tranche

* Fitch Says Credit Quality for Grade Debt Issues Stabilized
* Moody's Cuts Ratings on 26 U.S. Structured Finance Securities
* Moody's Cuts Ratings on 37 Structured Finance Securities
* Moody's Says U.S. Subprime Auto Lending Market Similar to 90's
* Moody's Takes Rating Action on $1.58-Bil. Alt-A RMBS Tranches

* Moody's Takes Rating Actions on Four Tobacco Securitizations
* Moody's Takes Rating Actions on $161MM US Scratch & Dent RMBS
* S&P Takes Various Rating Actions on 33 Scratch-And-Dent Deals
* S&P Lowers Ratings on 72 Classes From 32 U.S. RMBS Transactions
* S&P Lowers Ratings on 495 Classes From 284 RMBS Deals to 'D'

* S&P Cuts Ratings on 61 Classes From 25 RMBS Risk Transfer Deals
* S&P Raises Ratings on 12 Tranches From 4 U.S. CDO Transactions
* S&P Raises Ratings on 15 Tranches From 8 US TruPs CDO Deals

                            *********

1776 CLO I: S&P Affirms Rating on Class E Notes at 'B+'
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A1, A2, B, C, D, and E notes from 1776 CLO I Ltd., a U.S.
collateralized loan obligation (CLO) transaction backed by
corporate loans. On The Green LLC manages the transaction.

"This transaction's reinvestment period ended in May 2012 and we
expect the transaction's amortization period to begin in August
2012.  The affirmations reflect credit support commensurate with
the current rating levels," S&P said.

"Our rating on the class E 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 will continue to review whether, in its view,
the ratings on the notes remain consistent with the credit
enhancement available to support them and take rating actions as
it deems necessary.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

1776 CLO I Ltd.
Class           Rating
A1              AA+ (sf)
A2              AA+ (sf)
B               AA (sf)
C               A (sf)
D               BB+ (sf)
E               B+ (sf)


ACAS BUSINESS 2007-1: S&P Raises Rating on Class C Notes to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B and C notes from ACAS Business Loan Trust 2007-1, a cash flow
collateralized loan obligation (CLO) transaction managed by
American Capital Ltd. "At the same time, we affirmed our rating on
the class D notes," S&P said.

"The transaction is in its amortization phase and continues to use
its principal proceeds to pay down the senior notes in the payment
sequence as specified in the indenture. The upgrades reflect the
paydowns to the notes that improved the credit support available
to them. The class A note was paid in full on the May 2012
distribution date. In addition, the class B note received a
paydown of $15.46 million on the May 2012 distribution date,
reducing the note balance to $20.63 million, which is 46% of its
original balance," S&P said.

Standard & Poor's took into account the concentration risk of the
transaction due to a relatively low number of loans remaining to
support the notes.

"We affirmed our rating on the class D note to reflect the
availability of credit support at the current rating level. The
obligor concentration supplemental test (which is part of our
criteria for rating corporate CDO transactions) drove the rating
on the class D note," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1111688.pdf

RATINGS RAISED

ACAS Business Loan Trust 2007-1
                      Rating
Class             To          From
B                 AA- (sf)    A+ (sf)
C                 B- (sf)     CCC+ (sf)

RATING AFFIRMED
ACAS Business Loan Trust 2007-1
Class             Rating
D                 CCC- (sf)


ACE SECURITIES 2003-NC1: S&P Cuts Rating on Class M-4 to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes from eight U.S. residential mortgage-backed securities
(RMBS) transactions. "Concurrently, we raised our rating on one
class from one transaction and affirmed our ratings on 90 classes
from 16 transactions. We subsequently withdrew one of the affirmed
ratings due to the small number of loans remaining," S&P said.

All of the transactions in this review are backed by subprime
mortgage loan collateral issued from 1996 through 2010.

"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 applicable rating stresses
and/or, where applicable, the application of our interest
shortfall criteria. We lowered our rating on one class from one of
the transactions based on our interest shortfall criteria. This
class can be identified in the table below by an asterisk and
accompanying footnote," S&P said.

"Among other factors, the upgrade reflects our view of decreased
delinquencies within the structure associated with the affected
class. The decreased delinquencies have reduced the remaining
projected loss for this structure, allowing the class to withstand
more stressful scenarios. In addition, the upgrade reflects our
assessment that the projected credit enhancement for the affected
class will be more than sufficient to cover our projected loss at
the revised rating level; however, we are limiting the extent of
the upgrade to reflect our view of ongoing market risk," S&P said.

"The affirmations reflect our belief that projected credit
enhancement available for the affected classes will be sufficient
to cover our projected losses at the current rating levels. The
affirmed 'CCC (sf)' and 'CC (sf)' ratings reflect our assessment
that the credit enhancement for these classes will remain
insufficient to cover projected losses," S&P said.

"The affirmed rating and subsequent withdrawal reflects our
opinion that projected credit support for the affected class will
be sufficient to cover our projected loss at the current rating
level. In addition, this class is backed by a pool with a small
number of remaining loans. If any of the remaining loans default,
the resulting loss could have a greater effect on the pool's
performance than if the pool consisted of a larger number of
loans. Because this performance volatility may have an adverse
effect on our outstanding rating, we withdrew our rating on the
related transaction," S&P said.

"In order to maintain a 'B' rating on a class, we assessed
whether, in our view, a class could absorb the remaining base-case
loss assumptions we used in our analysis. In order to maintain a
rating higher than 'B', we assessed whether the class could
withstand losses exceeding our remaining base-case loss
assumptions at a percentage specific to each rating category, up
to 150% for a 'AAA' rating. For example, in general, we would
assess whether one class could withstand approximately 110% of our
remaining base-case loss assumptions to maintain a 'BB' rating,
while we would assess whether a different class could withstand
approximately 120% of our remaining base-case loss assumptions
to maintain a 'BBB' rating. Each class with an affirmed 'AAA'
rating can, in our view, withstand approximately 150% of our
remaining base-case loss assumptions under our analysis," S&P
said.

Subordination, overcollateralization, and excess interest
generally provide credit support for the classes within these
subprime transactions.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com


RATING ACTIONS

ACE Securities Corp. Home Equity Loan Trust, Series 2003-NC1
Series      2003-NC1
                               Rating
Class      CUSIP       To                   From
M-1        004421CQ4   BB (sf)              A (sf)
M-2        004421CR2   CC (sf)              CCC (sf)
M-4        004421CT8   D (sf)               CC (sf)*

Ameriquest Mortgage Securities Inc.
Series      2003-6
                               Rating
Class      CUSIP       To                   From
M-4        03072SGS8   BB- (sf)             BB+ (sf)

Bear Stearns Asset Backed Securities Trust 2004-HE3
Series      2004-HE3
                               Rating
Class      CUSIP       To                   From
M-4        07384YSA5   CC (sf)              CCC (sf)

CTS Home Equity Loan Trust 1996-1
Series      1996-1
                               Rating
Class      CUSIP       To       Interim       From
A          126502AC7   NR       BB (sf)       BB (sf)

CWABS Asset-Backed Certificates Trust 2004-15
Series      2004-15
                               Rating
Class      CUSIP       To                   From
AF-4       126673TU6   AA (sf)              AAA (sf)
MV-5       126673UR1   B (sf)               B- (sf)

Home Equity Asset Trust 2004-8
Series      2004-8
                               Rating
Class      CUSIP       To                   From
M-2        437084GS9   A- (sf)              AA (sf)

Merrill Lynch Mortgage Investors Trust, Series 2005-WMC1
Series      2005-WMC1
                               Rating
Class      CUSIP       To                   From
M-3        59020UQX6   BBB (sf)             A (sf)

Morgan Stanley ABS Capital I Inc. Trust 2004-OP1
Series      2004-OP1
                               Rating
Class      CUSIP       To                   From
M-3        61744CJF4   BB- (sf)             BBB+ (sf)

Renaissance Home Equity Loan Trust 2006-2
Series      2006-2
                               Rating
Class      CUSIP       To                   From
AV-2       759676AB5   CCC (sf)             B (sf)
AF-2       759676AE9   CCC (sf)             B (sf)

RATINGS AFFIRMED

ACE Securities Corp. Home Equity Loan Trust, Series 2003-NC1
Series      2003-NC1
Class      CUSIP       Rating
A-1        004421CN1   AAA (sf)
A-2A       004421CP6   AAA (sf)
A-2C       004421CX9   AAA (sf)
M-3        004421CS0   CC (sf)

Ameriquest Mortgage Securities Inc.
Series      2003-6
Class      CUSIP       Rating
M-2        03072SGQ2   A (sf)
M-3        03072SGR0   A- (sf)

Bear Stearns Asset Backed Securities Trust 2004-HE3
Series      2004-HE3
Class      CUSIP       Rating
M-2        07384YRY4   A (sf)
M-3        07384YRZ1   B (sf)
M-5        07384YSB3   CC (sf)
M-6        07384YSC1   CC (sf)

CWABS Asset-Backed Certificates Trust 2004-15
Series      2004-15
Class      CUSIP       Rating
AF-5       126673TV4   A+ (sf)
AF-6       126673TW2   A+ (sf)
MF-1       126673TX0   BB- (sf)
MF-2       126673TY8   B- (sf)
MF-3       126673TZ5   CCC (sf)
MF-4       126673UA8   CC (sf)
MF-5       126673UB6   CC (sf)
MF-6       126673UC4   CC (sf)
MF-7       126673UD2   CC (sf)
MF-8       126673UE0   CC (sf)
BF         126673UF7   CC (sf)
MV-1       126673UM2   AA+ (sf)
MV-2       126673UN0   AA (sf)
MV-4       126673UQ3   BB (sf)
MV-6       126673US9   CCC (sf)
MV-7       126673UT7   CC (sf)
MV-8       126673UU4   CC (sf)
BV         126673UV2   CC (sf)
MV-3       126673UP5   A+ (sf)

Home Equity Asset Trust 2004-8
Series      2004-8
Class      CUSIP       Rating
M-1        437084GR1   AA+ (sf)
M-3        437084GT7   B+ (sf)
M-4        437084GU4   B- (sf)
M-5        437084GV2   CC (sf)
M-6        437084GW0   CC (sf)

Home Improvement & Home Equity Loan Trust 1997-E
Series      1997-E
Class      CUSIP       Rating
HE:B-1     393505YX4   A- (sf)

HSBC Home Equity Loan Trust (USA) 2007-2
Series      2007-2
Class      CUSIP       Rating
A-S        40431MAA4   AAA (sf)
A-M        40431MAB2   AAA (sf)
A-2F       40431MAE6   AAA (sf)
A-2V       40431MAF3   AAA (sf)
A-3F       40431MAG1   AAA (sf)
A-3V       40431MAH9   AAA (sf)
A-4        40431MAJ5   AAA (sf)
M-1        40431MAK2   AA+ (sf)
M-2        40431MAL0   AA (sf)

HSBC Home Equity Loan Trust (USA) 2007-3
Series      2007-3
Class      CUSIP       Rating
A-PT       40431XAA0   AAA (sf)
A-2        40431XAC6   AAA (sf)
A-3        40431XAD4   AAA (sf)
A-4        40431XAE2   AAA (sf)
M-1        40431XAF9   AA+ (sf)
M-2        40431XAG7   AA (sf)

Merrill Lynch Mortgage Investors Trust, Series 2005-WMC1
Series      2005-WMC1
Class      CUSIP       Rating
M-1        59020UQV0   AA (sf)
M-2        59020UQW8   AA (sf)
M-4        59020UQY4   CCC (sf)
B-1        59020UQZ1   CCC (sf)
B-2        59020URA5   CC (sf)
B-3        59020URB3   CC (sf)
B-4        59020URC1   CC (sf)
B-5        59020URD9   CC (sf)

Mid-State Capital Corporation 2006-1 Trust
Series      2006-1
Class      CUSIP       Rating
A Notes    59548PAA7   AAA (sf)
M-1 Notes  59548PAB5   AA (sf)
M-2 Notes  59548PAC3   B (sf)
B Notes    59548PAD1   CC (sf)

Mid-State Capital Trust 2010-1
Series      2010-1
Class      CUSIP       Rating
B          59560WAE7   BBB (sf)
M          59560WAC1   A (sf)
A          59560WAA5   AAA (sf)

Mid-State Trust VI
Series
Class      CUSIP       Rating
A-1        59549NAA1   AAA (sf)
A-2        59549NAB9   AA+ (sf)
A-3        59549NAC7   AA (sf)
A-4        59549NAD5   BBB (sf)

Morgan Stanley ABS Capital I Inc. Trust 2004-OP1
Series      2004-OP1
Class      CUSIP       Rating
M-1        61744CJD9   AA+ (sf)
M-2        61744CJE7   AA (sf)
M-4        61744CJG2   B- (sf)
M-5        61744CJH0   CCC (sf)
M-6        61744CJJ6   CC (sf)
B-1        61744CJK3   CC (sf)
B-2        61744CJL1   CC (sf)
B-3        61744CJM9   CC (sf)

Renaissance Home Equity Loan Trust 2006-2
Series      2006-2
Class      CUSIP       Rating
AV-3       759676AC3   CCC (sf)
AF-3       759676AF6   CCC (sf)
AF-4       759676AG4   CCC (sf)
AF-5       759676AH2   CCC (sf)
AF-6       759676AJ8   CCC (sf)
M-1        759676AK5   CC (sf)

Terwin Mortgage Trust Series TMTS 2004-5HE
Series      TMTS2004-5HE
Class      CUSIP       Rating
M-1        881561FP4   AA (sf)
M-1-X      881561HP2   AA (sf)
M-2        881561FQ2   CC (sf)
M-3        881561FR0   CC (sf)
B-1        881561HV9   CC (sf)
B-2        881561HW7   CC (sf)

* Based on application of interest shortfall criteria


AIRLIE CLO 2006-II: S&P Raises Rating on Class D Notes to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2, B, C, and D notes from Airlie CLO 2006-II Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by Airlie
Opportunity Capital Management LLP. "At the same time, we affirmed
our rating on the class A-1 notes," S&P said.

"The upgrades primarily reflect improved performance of the
transaction's underlying asset portfolio since March 2010, when we
downgraded all five of the notes following the application of our
September 2009 corporate collateralized debt obligation (CDO)
criteria. As of the June 2012 trustee report, assets from obligors
rated in the 'CCC' category were $17.56 million, compared with
$29.3 million in February 2010, which we referenced for our March
2010 rating actions," S&P said.

The upgrades also reflect an incremental increase in the
overcollateralization (O/C) available to support the notes since
the March 2010 rating actions. The trustee reported these O/C
ratios in the June 2012 monthly report:

    The class A O/C ratio was 123.33%, compared with a reported
    ratio of 122.07% in February 2010;

    The class B O/C ratio was 114.70%, compared with a reported
    ratio of 113.53% in February 2010;

    The class C O/C ratio was 108.55%, compared with a reported
    ratio of 107.44% in February 2010; and

    The class D O/C ratio was 103.34%, compared with a reported
    ratio of 102.29% in February 2010.

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1111687.pdf

RATING ACTIONS

Airlie CLO 2006-II Ltd.
                   Rating
Class         To           From
A-2           AA- (sf)     A+ (sf)
B             A (sf)       BBB+ (sf)
C             BBB (sf)     BB+ (sf)
D             B+ (sf)      CCC- (sf)

RATING AFFIRMED

Airlie CLO 2006-II Ltd.
Class                Rating
A-1                  AA+ (sf)

TRANSACTION INFORMATION
Issuer:             Airlie CLO 2006-II Ltd.
Co-issuer:          Airlie CLO 2006-II Corp.
Collateral manager: Airlie Opportunity Capital Management
                    LLP
Underwriter:        JPMorgan Securities Inc.
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CDO


ALM VI: S&P Gives 'B' Rating on Class E Deferrable Notes
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 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.

The ratings reflect S&P's assessment of:

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

-  The transaction's credit enhancement, which is sufficient to
    withstand the defaults applicable for the supplemental tests
    (not counting excess spread), and cash flow structure, which
    can withstand the default rate projected by Standard & Poor's
    CDO Evaluator model, as assessed by Standard & Poor's using
    the assumptions and methods outlined in its corporate
    collateralized debt obligation (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 0.16%-13.80%.

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

    http://standardandpoorsdisclosure-17g7.com/1111688.pdf

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.


AMERICREDIT AUTO: DBRS Confirms 'BB(sf)' Rating on Class E Notes
----------------------------------------------------------------
DBRS, Inc. has reviewed the AmeriCredit Automobile Receivables
Trust Series 2011-2 and Series 2011-3.  In the two series, 12
classes were confirmed and 2 classes were discontinued due to
repayment of the noteholders.

The following classes were reviewed:

AmeriCredit Automobile Receivables Trust Series 2011-2:

- Series 2011-2 Notes, Class A-1 previously rated R-1 (high)
   (sf) are now rated Disc.-Repaid
- Series 2011-2 Notes, Class A-2 have been confirmed at AAA (sf)
- Series 2011-2 Notes, Class A-3 have been confirmed at AAA (sf)
- Series 2011-2 Notes, Class B have been confirmed at AA (sf)
- Series 2011-2 Notes, Class C have been confirmed at A (sf)
- Series 2011-2 Notes, Class D have been confirmed at BBB (sf)
- Series 2011-2 Notes, Class E have been confirmed at BB (sf)

AmeriCredit Automobile Receivables Trust Series 2011-3:

- Series 2011-2 Notes, Class A-1 previously rated R-1 (high)
   (sf) are now rated Disc.-Repaid
- Series 2011-2 Notes, Class A-2 have been confirmed at AAA (sf)
- Series 2011-2 Notes, Class A-3 have been confirmed at AAA (sf)
- Series 2011-2 Notes, Class B have been confirmed at AA (sf)
- Series 2011-2 Notes, Class C have been confirmed at A (sf)
- Series 2011-2 Notes, Class D have been confirmed at BBB (sf)
- Series 2011-2 Notes, Class E have been confirmed at BB (sf)

The collateral supporting the transactions is performing within
DBRS expectations and available credit enhancement for each class
is sufficient to cover DBRS expected losses.


AMERICREDIT AUTO: Moody's Assigns '(P)Ba2' Rating to Cl. E Notes
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to the
notes to be issued by AmeriCredit Automobile Receivables Trust
2012-3 (AMCAR 2012-3). This is the third public subprime
transaction of the year for AmeriCredit Financial Services, Inc.
(AmeriCredit).

The complete rating actions are as follows:

Issuer: AmeriCredit Auto Receivables Trust 2012-3

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

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

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

Cl. B, Assigned (P)Aa1 (sf)

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

Cl. D, Assigned (P)Baa1 (sf)

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

Ratings Rationale

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

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

Moody's median cumulative net loss expectation for the AMCAR 2012-
3 pool is 10.25% and total credit enhancement required to achieve
Aaa rating (i.e. Aaa proxy) is 38.5%. The loss expectation was
based on an analysis of AmeriCredit's portfolio vintage
performance as well as performance of past securitizations, and
current expectations for future economic conditions.

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

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

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

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

Additional research including a pre-sale report for this
transaction is available at www.moodys.com. The special reports,
"Updated Report on V Scores and Parameter Sensitivities for
Structured Finance Securities" and "V Scores and Parameter
Sensitivities in the U.S. Vehicle ABS Sector" are also available
on moodys.com.


ARES XI: S&P Raises Rating on Class E Notes to 'BB+'; Off Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1a, A-1b, A-1c, A-2, B, C, D, and E notes from Ares XI CLO Ltd.,
a U.S. collateralized loan obligation (CLO) managed by Ares
Management LLC. "Simultaneously, we removed the ratings on all
classes of notes from CreditWatch, where we placed them with
positive implications on June 18, 2012," S&P said.

"The upgrades reflect improving credit support, primarily due to
stronger credit quality of the assets and a lower level of
defaults, since we lowered all of the ratings in March 2010
following the application of our September 2009 corporate
collateralized debt obligation (CDO) criteria," S&P said.

"As of the May 31, 2012, monthly report, the trustee reported that
the transaction's portfolio had $22.36 million in 'CCC' rated
assets, down from $65.33 million in the Feb. 4, 2010, monthly
report, which we used for the March 2010 rating actions. When
calculating the overcollateralization (O/C) ratios, the trustee
haircuts from the O/C numerator a portion of the 'CCC' rated
collateral that exceed the threshold specified in the transaction
documents. This threshold has not breached in the time since our
last rating action. Therefore, there is no haircut in the May 2012
O/C calculations as a result of this metric," S&P said.

"Similarly, the amount of defaulted obligations held in the
transaction's underlying portfolio declined during this period.
According to the May 2012 trustee report, the transaction held
$2.30 million in defaulted assets, down from $24.29 million in the
February 2010 trustee report," S&P said.

"Finally, the transaction's class A/B, C, D, and E O/C ratio tests
have improved over the same period, and the weighted average
spread has increased by 0.25%," S&P said.

"Standard & Poor's notes that the transaction is currently passing
its reinvestment O/C test. The transaction is structured such that
failure of this test will, during the reinvestment period of the
transaction, divert excess interest proceeds--equal to lesser of
66.00% of the available interest proceeds and the amount necessary
to cure the test--to be deposit into the principal collection
account for reinvestment. The transaction has not failed this test
in the period since our March 2010 rating actions. Based on the
May 2012 trustee report, the reinvestment O/C test result was
107.00%, compared with a required minimum of 104.81%," S&P said.

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

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Ares XI CLO Ltd.
                       Rating
Class              To           From
A-1a               AAA (sf)     AA+ (sf)/Watch Pos
A-1b               AAA (sf)     AA+ (sf)/Watch Pos
A-1c               AA+ (sf)     AA- (sf)/Watch Pos
A-2                AA+ (sf)     AA- (sf)/Watch Pos
B                  AA (sf)      A- (sf)/Watch Pos
C                  A (sf)       BBB- (sf)/Watch Pos
D                  BBB (sf)     BB (sf)/Watch Pos
E                  BB+ (sf)     BB- (sf)/Watch Pos


ARES XII: S&P Affirms 'BB' Rating on Class E Notes; Off Watch Pos
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
B notes from Ares XII Ltd., a U.S. collateralized loan obligation
(CLO) managed by Ares Capital LLC. "Simultaneously, we affirmed
our ratings on the class A, C, D, and E notes and removed all the
ratings from CreditWatch with positive implications," S&P said.

"The upgrade mainly reflects improvement in the credit quality of
the assets in the transaction's underlying portfolio since our
last rating action. The affirmations reflect sufficient credit
support available to the notes at the current rating levels," S&P
said.

"The transaction is currently in its reinvestment period until
November 2012. All principal proceeds from this transaction are
currently being used to reinvest in new collateral," S&P said.

"The improved performance of the underlying loans in Ares XII Ltd.
since our March 2010 rating actions have benefited the CLO's rated
notes. In particular, the amount of defaulted assets and 'CCC'
rated obligations has decreased significantly. Based on the May
18, 2012, trustee report, which we referenced for the rating
actions, the transaction contained $3.30 million of defaulted
assets, down from the $27.39 million noted in the Jan. 15, 2010,
trustee report, which we used for our last rating action on March
2010," S&P said.

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

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Ares XII Ltd.
                        Rating
Class              To           From
A                  AA+ (sf)     AA+ (sf)/Watch Pos
B                  AA+ (sf)     AA (sf) /Watch Pos
C                  A (sf)       A (sf) /Watch Pos
D                  BBB- (sf)    BBB- (sf) /Watch Pos
E                  BB (sf)      BB (sf) /Watch Pos


ARES XIX: Moody's Upgrades Rating on Class D Notes to 'Ba3'
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Ares XIX CLO, Ltd.:

U.S.$19,000,000 Class A-2 Floating Rate Notes Due January 20,
2017, Upgraded to Aaa (sf); previously on September 15, 2011
Upgraded to Aa1 (sf);

U.S.$15,500,000 Class B Deferrable Floating Rate Notes Due
January 20, 2017, Upgraded to Aa1 (sf); previously on September
15, 2011 Upgraded to A2 (sf);

U.S.$3,000,000 Class C-1 Floating Rate Notes Due January 20,
2017, Upgraded to Baa1 (sf); previously on September 15, 2011
Upgraded to Ba1 (sf);

U.S.$8,000,000 Class C-2 Fixed Rate Notes Due January 20, 2017,
Upgraded to Baa1 (sf); previously on September 15, 2011 Upgraded
to Ba1 (sf);

U.S.$9,000,000 Class D Floating Rate Notes Due January 20, 2017,
Upgraded to Ba3 (sf); previously on September 15, 2011 Upgraded
to B2 (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 September 2011. Moody's notes that the Class
A-1 Notes have been paid down by approximately $63.7 million or
45% since the last rating action. Based on the latest trustee
report dated May 11, 2012, the Class A, Class B, Class C and Class
D overcollateralization ratios are reported at 136.4%, 121.6%,
112.9% and 106.7%, respectively, versus August 2011 levels of
123.6%, 114.4%, 108.7% and 104.4%, respectively. The May 2012
trustee reported overcollateralization levels do not reflect
deleveraging of the Class A-1 notes on the May 20, 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 of the notes currently
make up approximately 7.9% 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 $142.7 million,
defaulted par of $4.2 million, a weighted average default
probability of 17.03% (implying a WARF of 2838), a weighted
average recovery rate upon default of 50.49%, and a diversity
score of 46. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Ares XIX CLO, Ltd., issued in January 2005, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

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

Moody's modeled the transaction using 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% (2270)

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

Moody's Adjusted WARF + 20% (3406)

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

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


ATTENTUS CDO III: S&P Lowers Ratings on 3 Classes to 'CC(sf)'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
tranches and affirmed its rating on five other tranches from
Attentus CDO III Ltd. "Simultaneously, we affirmed the ratings on
eight tranches from Attentus CDO I Ltd. Both transactions are U.S.
collateralized debt obligation (CDO) transactions collateralized
mostly by trust preferred securities (TruPs) issued by mortgage
REITs and structured finance (SF) assets," S&P said.

"The rating actions reflect our recently updated methodology and
assumptions for rating CDO transactions backed by pools of
structured finance assets, which we applied to these transactions
because their collateral portfolios include exposure to commercial
mortgage-backed securities (CMBS). The updated criteria include
changes to correlation between SF assets and lower recovery rate
parameters for cash SF assets depending on the economic scenario
applicable to each rating level," S&P said.

"The class A-1B note from Attentus CDO III is insured by Assured
Guaranty Corp. ('AA-/NM'). For insured classes of notes, our
rating is generally the higher of the rating on the insurer or the
SPUR for the tranche. A SPUR is our opinion of the stand-alone
creditworthiness of an obligation--that is, the capacity to pay
debt service on a debt issue in accordance with its terms--without
considering an otherwise applicable bond insurance policy," 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

Attentus CDO III Ltd.
                               Rating
Class                    To             From
A-2                      B- (sf)        B (sf)
B                        CCC- (sf)      CCC (sf)
C-1                      CC (sf)        CCC- (sf)
C-2                      CC (sf)        CCC- (sf)
D                        CC (sf)        CCC- (sf)

RATINGS AFFIRMED

Attentus CDO I Ltd.
Class                    Rating
A1                       B- (sf)
A2                       CCC+ (sf)
B                        CCC- (sf)
C1                       CCC- (sf)
C2A                      CC (sf)
C2B                      CC (sf)
D                        CC (sf)
E                        CC (sf)

Attentus CDO III Ltd.
Class                    Rating
A-1A                     A+ (sf)
A-1B                     AA- (sf)
E-1                      CC (sf)
E-2                      CC (sf)
F                        CC (sf)


BABSON CLO 2012-II: S&P Rates $18-Mil. Class D Notes 'BB(sf)'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Babson
CLO Ltd. 2012-II/Babson CLO 2012-II LLC's $369.0 million floating-
rate notes.

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

The ratings reflect S&P's assessment of:

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

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

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

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

-  The asset manager's experienced management team.

-  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%-11.57%.

-  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.

              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

Babson CLO Ltd. 2012-II/Babson CLO 2012-II LLC

Class                   Rating        Amount (mil. $)
A-1                     AAA(sf)                 255.0
A-2                     AA(sf)                   42.0
B (deferrable)          A(sf)                    32.0
C (deferrable)          BBB(sf)                  22.0
D (deferrable)          BB(sf)                   18.0
Subordinated notes      NR                      37.85

NR-Not rated.


BANC OF AMERICA 2003-1: Fitch Junks Rating on 3 Cert. Classes
-------------------------------------------------------------
Fitch Ratings downgrades 3 classes of Banc of America Commercial
Mortgage Inc. commercial mortgage pass-through certificates,
series 2003-1.

Downgrades reflect a slight increase in expected losses as a
result of loans in special servicing.  The Negative Outlooks
reflect uncertainty related to the expected losses of several
specially serviced loans coupled with the high concentration of
near-term maturities and exposure to loans with refinance risk.

As of the June 2012 distribution date, the pool's certificate
balance has paid down 42.4% to $595.1 million from $1 billion at
issuance.

There are 71 remaining loans from the original 116 loans at
issuance.  Of the remaining loans, 18 loans (30.4%) have defeased.

There are six specially serviced loans (11.3%) in the pool.  Of
the six loans, one loan (0.9%) is 30 days delinquent, two loans
(1.2%) are real estate owned (REO) and three loans (9.2%) are
current.

The Emerald Square Mall is the largest loan in the pool and is the
underlying collateral for the ES certificates.  As of YE 2011, the
Fitch stressed debt service coverage ratio (DSCR) for the A-note
increased to 1.77 times (x) from 1.69x at issuance.  The Fitch
stressed DSCR for the whole loan increased to 1.27x from 1.21x at
issuance.  The DSCR has increased as a result of ongoing
amortization payments which have reduced the balance of the whole
loan by $22.7 million (15.7%).  The mall was 95% occupied as of YE
2011 and continues to perform in line with occupancy at issuance.

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

  -- $6.5 million class M to 'CCCsf' from 'B-sf'; RE 100%;
  -- $5.2 million class N to 'CCsf' from 'CCCsf'; RE 80%;
  -- $3.9 million class O to 'Csf' from 'CCsf'; RE 0%;

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

  -- $420.2 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $34.9 million class B at 'AAAsf'; Outlook Stable;
  -- $12.9 million class C at 'AAAsf'; Outlook Stable;
  -- $24.5 million class D at 'AAAsf'; Outlook Stable;
  -- $11.6 million class E at 'AAAsf'; Outlook Stable;
  -- $11.6 million class F at 'AAAsf'; Outlook Stable;
  -- $11.6 million class G at 'AAAsf'; Outlook Negative from
     Stable;
  -- $10.3 million class H at 'AAsf'; Outlook Negative from
     Stable;
  -- $21.9 million class J at 'BBB-sf; Outlook Negative;
  -- $7.7 million class K at 'BBsf'; Outlook Negative;
  -- $6.5 million class L at 'Bsf'; Outlook Negative;
  -- $5.0 million class ES-A at 'AAsf'; Outlook Stable;
  -- $3.7 million class ES-B at 'AA-sf'; Outlook Stable;
  -- $4.0 million class ES-C at 'A+sf'; Outlook Stable;
  -- $4.2 million class ES-D at 'Asf'; Outlook Stable;
  -- $2.9 million class ES-E at 'A-sf'; Outlook Stable;
  -- $2.9 million class ES-F at 'BBB+sf'; Outlook Stable;
  -- $2.9 million class ES-G at 'BBBsf'; Outlook Stable;
  -- $8.9 million class ES-H at 'BBB-sf'; Outlook Stable;
  -- $1.1 million class SB-A at 'AAAsf'; Outlook Stable;
  -- $4.0 million class SB-B at 'AAAsf'; Outlook Stable;
  -- $9.3 million class SB-C at 'AAAsf'; Outlook Stable;
  -- $2.8 million class SB-D at 'AAAsf'; Outlook Stable;
  -- $6.2 million class SB-E at 'AAAsf'; Outlook Stable.

Fitch does not rate classes P, WB-A, WB-B, WB-C and WB-D. Fitch
has previously withdrawn the ratings of the interest only classes
XP-1, XP-2 and XC.

The SB certificates represent an interest in a subordinate note
secured by the Sotheby's Building which is now fully defeased.
The ES certificates represent an interest in a subordinate note
secured by the Emerald Square Mall.


BANC OF AMERICA 2005-5: Moody's Keeps C Ratings on 2 Cert Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 16 classes of
Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2005-5 as follows:

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

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

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

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

Cl. A-J, Affirmed at Aa3 (sf); previously on Nov 3, 2010
Downgraded to Aa3 (sf)

Cl. B, Affirmed at A3 (sf); previously on Nov 3, 2010 Downgraded
to A3 (sf)

Cl. C, Affirmed at Baa1 (sf); previously on Nov 3, 2010 Downgraded
to Baa1 (sf)

Cl. D, Affirmed at Baa3 (sf); previously on Nov 3, 2010 Downgraded
to Baa3 (sf)

Cl. E, Affirmed at Ba2 (sf); previously on Nov 3, 2010 Downgraded
to Ba2 (sf)

Cl. F, Affirmed at B2 (sf); previously on Nov 3, 2010 Downgraded
to B2 (sf)

Cl. G, Affirmed at Caa1 (sf); previously on Nov 3, 2010 Downgraded
to Caa1 (sf)

Cl. H, Affirmed at Ca (sf); previously on Nov 3, 2010 Downgraded
to Ca (sf)

Cl. J, Affirmed at C (sf); previously on Nov 3, 2010 Downgraded to
C (sf)

Cl. K, Affirmed at C (sf); previously on Nov 3, 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
5.2% of the current balance compared to 6.0% at last review.
Realized losses have increased from 2.0% of the original balance
to 2.8% since the prior review. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of 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 assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment 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 assessment
level, is incorporated for loans with similar credit assessments
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 assessments; 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 33 compared to 34 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 July 14, 2011.

DEAL PERFORMANCE

As of the June 11, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 26% to $1.45
billion from $1.96 billion at securitization. The Certificates are
collateralized by 88 mortgage loans ranging in size from less than
1% to 7% of the pool, with the top ten loans representing 46% of
the pool. Two loans, representing 2% of the pool, have defeased
and are secured by U.S. Government securities. The pool contains
one loan with and investment grade credit assessment, representing
4% of the pool.

Fourteen 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 $48.2 million (27% loss severity).
Principal forgiveness from loan modifications have resulted in an
additional $6.6 million in losses resulting in a total aggregate
loss of $54.8 million. Currently five loans, representing 6% of
the pool, are in special servicing. The largest specially serviced
loan is the Thunder Hollow Apartments Loan ($33.5 million -- 2.3%
of the pool), which is secured by a 301 unit, Class B+ multi-
family residential complex consisting of 25 two-story buildings
located in Bensalem, Pennsylvania. The property was 93% occupied
as of March 2012, up from 78% at last review. The loan has been
modified by the special servicer with a balance of $33.5 million,
interest only payments, and an extension of the maturity date to
June 2015. Once a lockbox is set up the loan will return to the
Master Servicer.

The second largest specially serviced loan is the i.park on Hudson
Loan ($28.8 million -- 2.0% of the pool), which is secured by five
mixed use buildings totaling 468,000 square feet (SF) located in
Yonkers, New York. The loan transferred to special servicing in
December 2011 due to imminent default. Kawasaki Rail Car has made
on offer to purchase two of three buildings which it currently
occupies (239,190 SF). The borrower has requested to prepay the
loan in full (instead of defeasancing the loan) in order to
effectuate the sale.

The remaining three specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $18.8
million loss for the specially serviced loans (20% expected loss
on average).

Moody's has assumed a high default probability for four poorly
performing loans representing 5% of the pool and has estimated an
aggregate $14.3 million loss (20% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 operating results for
100% of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 105% compared to 108% 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
9.25%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.37X and 1.01X, respectively, compared to
1.40X and 0.99X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The loan with a credit assessment is the Torre Mayor Loan ($51.7
million -- 3.6% of the pool), which is secured by an 823,000 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 $18.8 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 2.36X,
respectively, compared to A1 and 2.52X at last review.

The top three conduit loans represent 19% of the pool. The largest
conduit loan is the Sotheby's Building Loan ($97.5 million -- 6.7%
of the pool), which is secured by a 406,000 SF office building
located in New York City. The loan represents a 48% pari passu
interest in a $204.8 million loan. The property is 100% leased to
Sotheby's (Moody's senior unsecured rating Ba3, stable outlook)
through December 2022 with two, 10 year renewal options. Moody's
utilized a Lit/Dark scenario in its analysis to account for the
single tenant risk. Moody's LTV and stressed DSCR are 97% and
0.95X, respectively, compared to 98% and 0.94X at last review.

The second largest conduit loan is the Fireman's Fund Loan ($88.8
million -- 6.1% of the pool), which is secured by a 710,000 SF
office property located in Novato, California. The loan represents
a 52% pari passu interest in a $169.4 million loan. The property
is 100% leased to Fireman's Fund Insurance Company (Moody's
insurance financial strength rating A2, stable outlook) through
November 2018. Fireman's Fund occupied only 450,000 SF (64% of the
NRA) at securitization with the rest of the space subleased.
Moody's utilized a Lit/Dark scenario in its analysis to account
for the single tenant risk. Moody's LTV and stressed DSCR are 107%
and 0.99X, respectively, compared to 99% and 1.06X at last review.

The third largest conduit loan is the Wateridge Office Park ($87.8
million -- 6.1% of the pool), which is secured by a 512,000 SF
office property located in Los Angeles, California. Occupancy at
the property had dropped from 94% in January 2011 to 69% in
December 2011. However, as of March 2012 leasing is back up to 80%
as new leases have been signed at or near market rental rates.
Moody's analysis incorporates the revenue from the new leases and
stabilization at market occupancy. Moody's LTV and stressed DSCR
are 121% and 0.82X, respectively, compared to 118% and 0.85X at
last review.


BEAR STEARNS 2005-TOP18: Moody's Cuts Rating on H Secs. to 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two and
affirmed 16 classes of Bear Stearns Commercial Mortgage Securities
Trust Commercial Mortgage Pass-Through Certificates, Series 2005-
TOP18 as follows:

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

Cl. A-4, Affirmed at Aaa (sf); previously on May 3, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4FL, Affirmed at Aaa (sf); previously on May 3, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-J, Affirmed at Aa2 (sf); previously on Oct 15, 2009
Downgraded to Aa2 (sf)

Cl. B, Affirmed at A2 (sf); previously on Oct 15, 2009 Downgraded
to A2 (sf)

Cl. C, Affirmed at A3 (sf); previously on Oct 15, 2009 Downgraded
to A3 (sf)

Cl. D, Affirmed at Baa2 (sf); previously on Oct 15, 2009
Downgraded to Baa2 (sf)

Cl. E, Affirmed at Baa3 (sf); previously on Oct 15, 2009
Downgraded to Baa3 (sf)

Cl. F, Affirmed at Ba1 (sf); previously on Oct 15, 2009 Downgraded
to Ba1 (sf)

Cl. G, Downgraded to B3 (sf); previously on Feb 16, 2011
Downgraded to B1 (sf)

Cl. H, Downgraded to Caa1 (sf); previously on Feb 16, 2011
Downgraded to B3 (sf)

Cl. J, Affirmed at Caa2 (sf); previously on Feb 16, 2011
Downgraded to Caa2 (sf)

Cl. K, Affirmed at Caa3 (sf); previously on Feb 16, 2011
Downgraded to Caa3 (sf)

Cl. L, Affirmed at Ca (sf); previously on Feb 16, 2011 Downgraded
to Ca (sf)

Cl. M, Affirmed at C (sf); previously on Feb 16, 2011 Downgraded
to C (sf)

Cl. N, Affirmed at C (sf); previously on Oct 15, 2009 Downgraded
to C (sf)

Cl. O, Affirmed at C (sf); previously on Oct 15, 2009 Downgraded
to C (sf)

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

Ratings Rationale

The downgrades are due to concerns regarding potential increases
in interest shortfalls. In April 2011 interest shortfalls spiked
to Class F but were paid down in May and June from proceeds from
liquidated loans. Interest shortfalls currently affect Classes O
through H.

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

Moody's rating action reflects a cumulative base expected loss of
3.2% of the current balance compared to 3.7% 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 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 assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment 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 assessment
level, is incorporated for loans with similar credit assessments
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 assessments; 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 28 compared to 31 at Moody's prior full review.

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

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

DEAL PERFORMANCE

As of the June 13, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 26% to $834.4
million from $1.12 billion at securitization. The Certificates are
collateralized by 134 mortgage loans ranging in size from less
than 1% to 10% of the pool, with the top ten loans representing
46% of the pool. Five loans, representing 4% of the pool, have
defeased and are collateralized with U.S. Government securities.
At last review the pool contained two defeased loans representing
0.5% of the pool. Four loans, representing 15% of the pool, have
investment grade credit assessments.

Twenty loans, representing 11% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Eleven loans have been liquidated from the pool since
securitization, resulting in an aggregate $8.0 million loss (6%
loss severity on average). Currently six loans, representing 3% of
the pool, are in special servicing. The master servicer has
recognized an aggregate $12.8 million appraisal reduction for the
specially serviced loans. Moody's has estimated an aggregate loss
of $11.6 million (50% expected loss on average) for the specially
serviced loans.

Moody's has assumed a high default probability for nine poorly
performing loans representing 4% of the pool and has estimated a
$5.6 million loss (16% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2010 and partial year 2011
operating results for 98% and 85% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 81%, essentially the same at last
full review. Moody's net cash flow reflects a weighted average
haircut of 11% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.2%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.67X and 1.34X, respectively, compared to
1.74X and 1.32X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit assessment is the 111-115 Fifth
Avenue Loan ($75.0 million -- 9.0%), which is secured by two
contiguous office/retail buildings totaling 582,600 square feet
(SF) located in the Flatiron District of New York City. Based on
the leasable area, the office component represents 80% of the
property and retail represents 20%. The property is primarily
tenanted by high-end textile and home furnishing companies. The
largest tenant is Perkins Eastman, an architecture and design
firm, which leases 14% of the net rentable area (NRA) through May
2018. The property was 97% leased as of December 2011, same as at
last review. Performance has improved due to rent steps. Moody's
current credit assessment and stressed DSCR are Aa1 and 2.29X,
respectively, compared to Aa3 and 1.96X at last review.

The second loan with a credit assessment is the Capitol Arms
Apartment Loan ($27.5 million -- 3.3%), which is secured by a 278-
unit apartment tower located in the Midtown West / Times Square
districts of New York City. Occupancy was 95% as of May 2012
compared to 99% at last review. The decrease in occupancy was
offset by an increase in rents. Performance is stable. Moody's
current credit assessment and stressed DSCR are Aa2 and 1.82X,
respectively, compared to Aa2 and 1.61X at last review.

The third loan with a credit assessment is the 340 East 93rd
Street Co-op Loan ($15.0 million -- 1.8%) is secured by a 358-unit
residential co-op located in New York City. Performance is stable.
Moody's current credit assessment and stressed DSCR are Aaa and
3.97X, respectively, compared to Aaa and 4.05X at last review.

The fourth loan with a credit assessment is the 3200 Liberty
Avenue Loan ($6.6 million -- 0.8%) is secured by a 212,600 SF
warehouse/flex space building located in North Bergen, New Jersey.
The property was 86% occupied as of December 2011 compared to 100%
at last review. Moody's current credit assessment and stressed
DSCR are Baa3 and 1.44X, respectively, compared to Baa3 and 1.42X
at last review.

The top three performing conduit loans represent 23% of the pool
balance. The largest loan is the 95-97 Horatio Street Apartment
Loan ($85.0 million -- 10.2%), which is secured by a 325-unit
multi-family complex located in the West Village neighborhood of
New York City. The property was 96% leased as of December 2011
compared to 98% at last review. Performance has declined due to a
drop in occupancy and rents along with an increase in real estate
taxes and operating expenses. Moody's LTV and stressed DSCR are
90% and 0.96X, respectively, compared to 86% and 1.07X at last
review.

The second largest loan is the Waikele Center Loan ($63.3 million
-- 7.6%), which represents a 45% pari passu interest in a $140.7
million loan. The collateral is a 521,332 SF community shopping
center located in Waipahu, Hawaii. The property was 91% leased as
of December 2011, the same as last review. Moody's LTV and
stressed DSCR are 84% and 1.09X, respectively, compared to 88% and
1.07X at last review.

The third largest loan is the Janus World Headquarters Loan ($35.0
million -- 4.2%), which is secured by a 160,000 SF office property
located in Denver, Colorado. The property is 99% leased to Janus
Capital group through January 2019. Moody's has stressed the cash
flow to reflect the risk due to the single tenant lease exposure.
Moody's LTV and stressed DSCR are 100% and 0.94X, respectively,
compared to 82% and 1.16X at last review.


BEAR STEARNS 2006-BBA7: Fitch Keeps 'CCC' Rating on $9.6MM Certs.
-----------------------------------------------------------------
Fitch Ratings has affirmed Bear Stearns Commercial Mortgage
Securities, Inc. commercial mortgage pass-through certificates,
series 2006-BBA7.

The affirmations are the result of performance of the remaining
loan, the Citigroup Property Investors Hilton Portfolio (CPI)
loan, being stable to Fitch's expectations.  Fitch analyzed
servicer reported operating statements, updated performance
statistics, and the performance of the loan under the
modification.

The CPI interest-only loan was originally collateralized by four
Hilton Garden Inns and one Homewood Suites, with a total of 955
rooms.  One property, the Hilton Garden Inn Chicago (Hoffman
Estates, IL) was released, which reduced the outstanding loan
balance by $6.98 million and the total number of rooms to 771.
The remaining four properties are located primarily in suburban
markets, in or near Atlanta, Denver, Orlando and San Francisco.
The loan transferred to special servicing in July 2009 due to
imminent default.  The special servicer modified the loan and
returned it to the master servicer and the loan remains current on
debt service payments.  The terms of the modification include a
maturity extension through Dec. 31, 2012 with a one-year extension
option, a short-term extension option and a two-year option, with
a new final maturity of March 12, 2016.  The modification also
included new Preferred Equity of $2.3 million, provisions for an
additional $1.5 million in Preferred Equity during the term if
extended, continued principal and interest payments to the senior
debt, modification to the mezzanine debt including extensions for
the senior debt and interest-only payments including the ability
to defer interest to the senior debt.  In addition, all fees were
paid by the borrower and no interest shortfalls were incurred by
the trust.

Per the March 2012 performance data, the properties' (excluding
the Hoffman Estates property) combined occupancy, ADR and RevPAR
were 76.8%, $95.7, and $73.5, respectively, which compares to
77.3%, $92.1, and $71.3 at Fitch's last review.  At issuance, the
combined occupancy, ADR and RevPAR were 72.5%, $95.50 and $67.06,
respectively.  Although net operating income (NOI) has declined
since issuance, as of year-end 2011 the servicer reported NOI
improved 46.7% since year-end 2009.

Fitch affirms the ratings and Outlooks of the following classes:

  -- $12.4 million class H at 'Asf'; Outlook Stable;
  -- $8.8 million class J at 'BBsf'; Outlook Stable;
  -- $9.6 million class K at 'CCCsf'; RE 95%.

Classes A-1 through G, and X-1A and X-2 have paid in full.
Classes X-1B and X-3 were previously withdrawn.


BEAR STEARNS 2006-PWR12: Moody's Cuts Ratings on 2 Certs. to 'C'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of eight classes
and affirmed seven classes of Bear Stearns Commercial Mortgage
Securities, Commercial Mortgage Pass-Through Certificates, Series
2006-PWR12 as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Jun 26, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed at Aaa (sf); previously on Jun 26, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jun 26, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Jun 26, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Affirmed at Aaa (sf); previously on Dec 17, 2010
Confirmed at Aaa (sf)

Cl. A-J, Downgraded to Baa3 (sf); previously on Dec 17, 2010
Downgraded to A3 (sf)

Cl. B, Downgraded to Ba2 (sf); previously on Dec 17, 2010
Downgraded to Baa2 (sf)

Cl. C, Downgraded to B1 (sf); previously on Aug 11, 2011
Downgraded to Ba1 (sf)

Cl. D, Downgraded to Caa1 (sf); previously on Aug 11, 2011
Downgraded to B1 (sf)

Cl. E, Downgraded to Caa3 (sf); previously on Aug 11, 2011
Downgraded to B3 (sf)

Cl. F, Downgraded to Ca (sf); previously on Dec 17, 2010
Downgraded to Caa2 (sf)

Cl. G, Downgraded to C (sf); previously on Dec 17, 2010 Downgraded
to Caa3 (sf)

Cl. H, Downgraded to C (sf); previously on Dec 17, 2010 Downgraded
to Ca (sf)

Cl. J, Affirmed at C (sf); previously on Dec 17, 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 higher than anticipated realized losses
from specially serviced loans.

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

Moody's rating action reflects a cumulative base expected loss of
7.0% of the current balance, the same as at last review. Realized
losses have increased from 1.1% of the original balance to 2.8%
since the prior review. Moody's provides a current list of base
losses for conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of 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 assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment 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 assessment
level, is incorporated for loans with similar credit assessments
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 assessments; 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 43 compared to 46 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 August 11. 2011.

DEAL PERFORMANCE

As of the June 11, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 13% to $1.81
billion from $2.08 billion at securitization. The Certificates are
collateralized by 196 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 35%
of the pool. One loan, representing 1% of the pool, has defeased
and is secured by U.S. Government securities.

Seventy-seven loans, representing 36% 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.

Eleven loans have been liquidated from the pool, resulting in an
aggregate realized loss of $59.06 million (59% loss severity on
average). Thirteen loans, representing 8% of the pool, are
currently in special servicing. The largest specially serviced
loan is the Tower at Erieview ($42.4 million -- 2.3% of the pool),
which is secured by a 703,205 square foot (SF) office building
located in Cleveland, Ohio. There is also $8.6 million in
mezzanine debt. The loan transferred to special servicing for the
second time since securitization in May 2010 due to imminent
payment default. The loan was previously delinquent from November
2008 to August 2009, at which point the delinquency was cured by
the borrower. The special servicer indicated that an offer to
purchase the note was received from the Mezzanine Lender and the
sale completed in June 2012.

The remaining twelve specially serviced properties are secured by
a mix of property types. Moody's estimates an aggregate $61.9
million loss for the specially serviced loans (47% expected loss
on average).

Moody's has assumed a high default probability for 24 poorly
performing loans representing 11% of the pool and has estimated an
aggregate $33.3 million loss (17% expected loss on average) from
these troubled loans.

Moody's was provided with full and/or partial year 2011 operating
results for 95% 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 102% 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 9.2%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.35X and 1.06X, respectively, compared to
1.33X and 1.00X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three conduit loans represent 21% of the pool. The largest
loan is the 1675 Broadway Loan ($153.1 million -- 8.4% of the
pool), which is secured by a leasehold interest in a 761,092 SF
office building located in the Midtown Manhattan submarket of New
York

City. The property is also encumbered by a $25.0 million B-Note.
The building is leased to three tenants -- The MacManus Group (56%
of the NRA; lease expiration January 2021), Mayer Brown LLP (33%
of the NRA; lease expiration August 2015) and ARENT Fox, PPLC (11%
of the NRA; lease expiration June 2018). After the conclusion of a
five year interest only period, the loan began amortizing in July
2011. The property's 2011 cash flow increased due to increase in
base rent and the MacManus Group leasing additional space in
August 2010. Moody's LTV and stressed DSCR are 66% and 1.48X,
respectively, compared to 86% and 1.14X at last review.

The second largest loan is the Woodland Mall Loan ($149.9 million
-- 8.3% of the pool), which is secured by a 1.1 million SF mall
located in Grand Rapids, Michigan. The collateral consists of
397,897 SF of in-line tenant space. Excluded from the collateral
are shadow anchors, including Sears, JC Penney, Macy's and Kohl's.
As of April 2012 the property was 91% leased, the same as last
review. The loan is sponsored by PREIT. Leases accounting for 12%
of the collateral's NRA expire within the next 24 months. The
property is currently on the master servicer's watchlist due to
low DSCR. Moody's LTV and stressed DSCR are 117% and 0.81X,
respectively, compared to 114% and 0.80X at last review.

The third largest loan is the Orange Plaza Loan ($85.3 million --
4.7% of the pool), which is secured by a 765,390 SF regional power
center in Middletown, New York. Major tenant includes Wal-Mart
(30% of the NRA; lease expiration April 23, 2022), Home Depot (15%
of the NRA; lease expiration January 31, 2015) and Kohl's (12% of
the NRA; lease expiration January 28, 2023). Leases accounting for
11% of the center's NRA expire within the next 24 months. Moody's
LTV and stressed DSCR are 105% and 0.87X, respectively, compared
to 109% and 0.84X at last review.


BEAR STEARNS 2006-TOP22: Moody's Cuts Ratings on 2 Certs. to 'C'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of nine classes
and affirmed 11 classes of Bear Stearns Commercial Mortgage
Securities Trust, Series 2006-TOP22 as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Apr 24, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed at Aaa (sf); previously on Apr 24, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Apr 24, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Apr 24, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Affirmed at Aaa (sf); previously on Apr 24, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-J, Affirmed at Aa3 (sf); previously on Feb 9, 2009
Downgraded to Aa3 (sf)

Cl. B, Affirmed at A3 (sf); previously on Dec 17, 2010 Downgraded
to A3 (sf)

Cl. C, Affirmed at Baa1 (sf); previously on Dec 17, 2010
Downgraded to Baa1 (sf)

Cl. D, Affirmed at Ba1 (sf); previously on Dec 17, 2010 Downgraded
to Ba1 (sf)

Cl. E, Downgraded to B1 (sf); previously on Dec 17, 2010
Downgraded to Ba2 (sf)

Cl. F, Downgraded to B2 (sf); previously on Dec 17, 2010
Downgraded to Ba3 (sf)

Cl. G, Downgraded to Caa1 (sf); previously on Dec 17, 2010
Downgraded to B2 (sf)

Cl. H, Downgraded to Caa2 (sf); previously on Dec 17, 2010
Downgraded to B3 (sf)

Cl. J, Downgraded to Caa3 (sf); previously on Dec 17, 2010
Downgraded to Caa1 (sf)

Cl. K, Downgraded to Caa3 (sf); previously on Dec 17, 2010
Downgraded to Caa2 (sf)

Cl. L, Downgraded to Ca (sf); previously on Dec 17, 2010
Downgraded to Caa3 (sf)

Cl. M, Downgraded to C (sf); previously on Dec 17, 2010 Downgraded
to Ca (sf)

Cl. N, Downgraded to C (sf); previously on Dec 17, 2010 Downgraded
to Ca (sf)

Cl. O, Affirmed at C (sf); previously on Dec 17, 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 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
4.5% of the current balance, compared to 3% at the 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
estimate of a range of factors including, but not exclusively, the
performance metrics.

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

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

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

The conduit model includes 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 57, compared to 82 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 two sets of
quantitative tools -- MOST(R)(Moody's Surveillance Trends) and CMM
(Commercial Mortgage Metrics) on Trepp -- and on a periodic basis
through a comprehensive review.

DEAL PERFORMANCE

As of the June 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 23% to $1.32
billion from $1.7 billion at securitization. The transaction's
aggregate certificate balance has decreased by 4% to $1.32 billion
from $1.38 billion at last review. The Certificates are
collateralized by 199 mortgage loans ranging in size from less
than 1% to 9% of the pool, with the top ten representing 29% of
the pool. The pool contains eight loans with investment grade
credit assessments, representing 12% of the pool.

There are 60 loans, representing 26% of the pool, on the Master
Servicer's Watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of 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 $6.2 million loss (13% loss severity overall). Six
loans, representing 3% of the pool are in special servicing. The
largest specially serviced loan is Killian Hill Center ($14
million -- 1.1 % of the pool), which is secured by a retail
property located in Lilburn, Georgia. The loan transferred to the
special servicer in November 2011 due to imminent default.

The second largest specially serviced loan is Desert Square ($6.7
million - 0.5% of the pool), which is secured by an anchored
retail center in Tucson, Arizona. The loan transferred to special
servicing in February of 2012 for payment default.

The servicer has recognized an aggregate $11.3 million appraisal
reduction for four specially serviced loans, while Moody's has
estimated an aggregate $16.5 million loss for all of the specially
serviced loans.

Moody's identified an additional 12 loans ($100 million -- 7.6%)
that have a high default probability and has recognized an
aggregate $16.1 million loss (16.2% expected loss on average).

Moody's was provided with full year 2010 and full or partial year
2011 operating results for 95% and 82% of the pool, respectively.
Excluding specially serviced, troubled and defeased loans, Moody's
weighted average LTV is 87% compared to 97% 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
9.5%.

Excluding special serviced, troubled and defeased loans, Moody's
actual and stressed DSCRs are 1.63X and 1.28X, respectively,
compared to 1.51X and 1.16X at last review. Moody's actual DSCR is
based on Moody's net cash flow (NCF) and the loan's actual debt
service. Moody's stressed DSCR is based on Moody's NCF and a 9.25%
stressed rate applied to the loan balance.

The largest loan with a credit assessment is the
Chesterbrook/Glenhardie Portfolio ($120 million -- 9.1% of the
pool), which is secured by 17 office properties located in
suburban Philadelphia, Pensylvania. Occupancy as of year end 2011
was 83% compared to 88% as of September 2010 and 90% in December
2009. Moody's credit assessment and stressed DSCR are Baa1 and
1.53X, respectively, compared to Baa1 and 1.55X at prior review.

The second largest loan with a credit assessment is Oak Ridge
Estates Loan ($11 million -- 1.0% of the pool), which is secured
by a manufactured housing community in Monroe, Michigan. Occupancy
as of March 2011 was 97%, the same as at last review. Performance
has been stable. Moody's credit assessment and stressed DSCR are
A3 and 1.61X, respectively, the same as last review.

The top three performing conduit loans represent 9% of the pool.
The largest conduit loan is the Mervyn's Portfolio ($52.6 million
- 4.0% of the pool), which was originally a portfolio of 25
Mervyns stores located in California and Texas. Meryvns vacated
all properties following its bankruptcy and the portfolio was 60%
occupied by new tenants as of December 2012. The loan matures in
approximately four months. Moody's has identified this as a
troubled loan due to its poor performance and near term maturity.

The second largest loan is the Olympic Plaza Loan ($36 million --
2.8% of the pool), which is secured by a 244,448 square foot (SF)
Class B office building located in Los Angeles. The property was
81% occupied as of March 2012 compared to 92% as of March 2011.
Performance declined slightly in 2011 compared to 2010 due to
decreased occupancy. Moody's LTV and stressed DSCR are 75% and
1.31X, respectively, compared to 73% and 1.32X at last review.

The third largest loan is 234 West 48th Street Loan ($30 million -
- 2.3% of the pool), which is secured by the fee interest in the
land currently occupied by a Best Western Hotel located in
Manhattan's Times Square. The hotel contains 332 guest rooms.
Performance has been stable. Moody's LTV and stressed DSCR are 94%
and 0.8X, respectively, the same as at last review.


BLUEMOUNTAIN CLO III: S&P Raises Rating on Class E Notes to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1a, A-1b, A-2, B, C, D, and E notes from BlueMountain CLO III
Ltd., a U.S. collateralized loan obligation (CLO) transaction
managed by BlueMountain Capital Management L.P.

"The upgrades primarily reflect improved performance of the
transaction's underlying asset portfolio since April 2010, when we
downgraded six of the notes following the application of our
September 2009 corporate collateralized debt obligation (CDO)
criteria," S&P said.

"As of the June 2012 trustee report, the transaction had $4.35
million of defaulted assets. This was down from the $19.68 million
we referenced for our April 2010 rating actions. Furthermore,
assets from obligors rated in the 'CCC' category were reported at
$19.85 million in June 2012, down significantly from the $40.89
million we referenced in our last rating action," S&P said.

The upgrades also reflect rises in the overcollateralization (O/C)
available to support the notes since the April 2010 rating
actions. The trustee reported these O/C ratios in the June 2012
monthly report:

-  The class A/B O/C ratio was 128.02%, compared with a
    referenced ratio of 125.14% in April 2010;

-  The class C O/C ratio was 117.91%, compared with a referenced
    ratio of 115.26%;

-  The class D O/C ratio was 111.80%, compared with a referenced
    ratio of 109.28%; and

-  The class E O/C ratio was 106.06%, compared with a referenced
    ratio of 103.67%.

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

BlueMountain CLO III Ltd.
                   Rating
Class         To           From
A-1a          AAA (sf)     AA+ (sf)
A-1b          AAA (sf)     AA+ (sf)
A-2           AAA (sf)     AA+ (sf)
B             AA (sf)      A+ (sf)
C             A (sf)       BBB+ (sf)
D             BBB (sf)     BB+ (sf)
E             BB (sf)      CCC+ (sf)

TRANSACTION INFORMATION
Issuer:             BlueMountain CLO III Ltd.
Co-issuer:          BlueMountain CLO III Inc.
Collateral manager: BlueMountain Capital Management L.P.
Underwriter:        Deutsche Bank Securities Inc.
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CDO


CABELA'S CREDIT: Fitch Rates $13.75-Mil. Class D Notes 'BB+sf'
--------------------------------------------------------------
Fitch Ratings assigns the following ratings and Outlooks to
Cabela's Credit Card Master Note Trust's asset-backed notes,
series 2012-II:

  -- $300,000,000 class A-1 fixed-rate 'AAAsf'; Outlook Stable;
  -- $125,000,000 class A-2 floating-rate 'AAAsf'; Outlook Stable;
  -- $40,000,000 class B fixed-rate 'A+sf'; Outlook Stable;
  -- $21,250,000 class C fixed-rate 'BBB+sf'; Outlook Stable;
  -- $13,750,000 class D fixed-rate 'BB+sf'; Outlook Stable.

Fitch's ratings are based on the underlying receivables pool,
available credit enhancement, World's Foremost Bank's underwriting
and servicing capabilities, and the transaction's legal and cash
flow structures, which employ early redemption triggers.


CAPITAL LEASE: Stable Performance Cues Fitch to Affirm Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed the three remaining rated classes of
Capital Lease Funding Securitization, L.P., Series 1997-CTL-1
corporate credit backed pass-through securities.

The affirmations reflect stable overall pool performance due to
amortization which mitigates the highly concentrated pool with
nine loans remaining.

Currently, 77.2% of the underlying credit tenants are considered
below investment grade by Fitch, compared with 75.4% at the
previous review and 30.4% at issuance.  One tenant, RadioShack
Corp., experienced a downgrade of their Issuer Default Rating
(IDR) since the last review.

The pool's tenants consist of RadioShack Corp. (43.0% of the pool;
rated 'B-' with a Stable Outlook as of May 2012), Rite Aid Corp.
(34.2%; rated 'B-' with a Stable Outlook as May 2012), Delhaize
America Inc. (8.7%; rated investment grade), Walgreen Co. (8.4%;
rated investment grade), CVS Caremark Corporation (5.7%; rated
'BBB+' with a Stable Outlook as of December 2011).

As of the June 2012 distribution, the pool balance has been
reduced by 92.4% to $9.7 million from $129.4 million at issuance.

Due to the nature of credit tenant leases, the master servicer
does not provide updated financial reporting on a regular basis
for a majority of the loans in the pool.  Fitch assumed net
operating income (NOI) consistent with 1.00x debt service coverage
on an actual basis for loans without recently reported financials.
Fitch applied an adjusted market capitalization rate to determine
value.  The loans also underwent a refinance test based on a
comparison of the stressed cash flow of each loan relative to a
hypothetical debt service amount (calculated using an 8% interest
rate and 30-year amortization schedule).

Fitch modeled losses of approximately 2.52% of the remaining pool
balance, most of which is attributable to Fitch's modeled
performing loan stress.

Fitch affirms the following classes and Outlooks:

  -- $5.9 million class D at 'B-sf'; Outlook Negative;
  -- $3.9 million class E at 'Dsf'; RE90.

Classes A-1, A-2, A-3,B, and C have repaid in full.  Classes F and
G, which remain at 'D', have been reduced to zero due to realized
losses.  Fitch previously withdrew its rating on the interest-only
class IO.


CARLYLE GLOBAL 2012-2: S&P Rates $23-Mil. Class E Notes 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Carlyle
Global Market Strategies CLO 2012-2 Ltd./Carlyle Global Market
Strategies CLO 2012-2 Corp.'s $462.5 million fixed- and floating-
rate notes.

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

The ratings reflect S&P's view of:

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

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

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

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

-   The portfolio manager's experienced management team.

-   S&P's projections regarding the timely interest and ultimate
    principal payments on the rated notes, which the ratings
    agency assessed using S&P's cash flow analysis and assumptions
    commensurate with the assigned 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
    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 Reports
included in this credit rating report are available at:

          http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED
Carlyle Global Market Strategies CLO 2012-2 Ltd./Carlyle Global
Market
Strategies CLO 2012-2 Corp.

Class                 Rating              Amount
                                        (mil. $)
A-1                   AAA (sf)             310.0
A-2                   AAA (sf)              13.0
B-1                   AA (sf)               35.0
B-2                   AA (sf)               20.0
C-1 (deferrable)      A (sf)                30.0
C-2 (deferrable)      A (sf)                 7.5
D (deferrable)        BBB (sf)              24.0
E (deferrable)        BB (sf)               23.0
Subordinated notes    NR                    47.5

NR-Not rated.


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

The downgrade reflects principal losses of $9.2 million sustained
by class B that have reduced the principal balance of class B to
$26.5 million from $35.7 million at issuance.

The principal losses are due to principal losses on the underlying
commercial mortgage-backed securities (CMBS) collateral, per the
June 20, 2012, trustee report, as well as the application of
principal proceeds to the hedge counterparty.

According to the June 20, 2012, remittance report, Centerline
2007-1 was collateralized by 50 CMBS and three resecuritized real
estate mortgage investment conduit (re-REMIC) certificates ($353.0
million, 100%) from 13 distinct transactions issued between 2000
and 2007.

RATING LOWERED

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


CENTURION CDO: Moody's Upgrades Rating on Class B Notes From Ba3
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Centurion CDO IV Limited:

U.S.$190,000,000 Guaranteed Class A Floating Rate Notes Due March
1, 2016 (current outstanding balance of $10,554,741), Upgraded to
Aaa (sf); previously on December 22, 2011 Upgraded to Aa1 (sf);

U.S.$15,000,000 Class B Floating Rate Notes Due March 1, 2016,
Upgraded to Baa3 (sf); previously on July 13, 2011 Upgraded to Ba3
(sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in December 2011. Moody's notes that the Class A
Notes have been paid down by approximately 65% or $19.4 million
since the last rating action. Based on the latest trustee report
dated May 10, 2012, the Class A and Class B overcollateralization
ratios are reported at 424.39% and 175.29%, respectively, versus
November 2011 levels of 230.55% and 153.57%, respectively.

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 $34.6 million,
defaulted par of $32.2 million (including $9million of Ca/C-rated
structured finance securities assumed to be defaulted in Moody's
analysis), a weighted average default probability of 18.9%
(implying a WARF of 3317), a weighted average recovery rate upon
default of 25%, and a diversity score of 20. The default and
recovery properties of the collateral pool are incorporated in
cash flow model analysis where they are subject to stresses as a
function of the target rating of each CBO 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.

Centurion CDO IV Limited, issued in March 2001, is a
collateralized bond obligation backed primarily by a portfolio of
senior unsecured bonds and some structured finance assets.

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% (2654)

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

Moody's Adjusted WARF + 20% (3981)

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

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

Sources of additional performance uncertainties are described
below:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will continue and at what pace. Deleveraging may
accelerate due to high prepayment levels in the [bond/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) Lack of portfolio granularity: The performance of the portfolio
depends to a large extent on the credit conditions of a few large
obligors that are rated non investment grade, especially when they
experience a jump to default. In particular, the current portfolio
is significantly exposed to two structured finance assets rated Ca
and C, respectively. Due to the deal's lack of granularity, the
expected losses on the various rated tranches can be very
sensitive to the default probability and recovery rate assumptions
for these two assets. In consideration of this uncertainty,
Moody's supplemented its typical Binomial Expansion Technique
analysis with individual scenario analysis.


CHRYSLER FINC'L 2008-B: DBRS Discontinues Ratings on Securities
---------------------------------------------------------------
DBRS, Inc. has discontinued its ratings on the Chrysler Financial
Auto Securitization Trust 2008-B.

The follow ratings have been discontinued due to repayment of the
noteholders:

-- Class A-1 previously rated R-1(high)(sf) are now rated Disc-
    Repaid
-- Class A-2a previously rated AAA (sf) are now rated Disc-Repaid
-- Class A-2b previously rated AAA (sf) are now rated Disc-Repaid
-- Class A-3a previously rated AAA (sf) are now rated Disc-Repaid
-- Class A-3b previously rated AAA (sf) are now rated Disc-Repaid
-- Class A-4a previously rated AAA (sf) are now rated Disc-Repaid
-- Class A-4b previously rated AAA (sf) are now rated Disc-Repaid
-- Class B previously rated BBB (sf) are now rated Disc-Repaid
-- Class C previously rated BB (sf) are now rated Disc-Repaid


CITIGROUP MORTGAGE: Moody's Cuts Rating on Cl. A-3A RMBS to 'Ca'
----------------------------------------------------------------
Moody's Investors Service has downgraded the rating on Cl. A-3A to
Ca (sf) from Caa2 (sf).

Issuer: Citigroup Mortgage Loan Trust 2007-AMC2

Cl. A-3A, Downgraded to Ca (sf); previously on Apr 6, 2010
Confirmed at Caa2 (sf)

Ratings Rationale

The action reflects the principal waterfall priorities based on
mezzanine writedowns. Cl. A-3A is a front pay senior, where full
receipt of principal is dependent on the timing of losses and
principal payments in the transaction, not just the size of the
collateral loss. Cl. A-3A has been receiving all principal
payments from its related collateral group. However, when the last
supporting mezzanine tranche is fully written down due to
collateral losses, the tranche will pay pro rata with other
outstanding senior tranches in their group.

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 Moody's 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.

To assess the rating implications of the updated loss levels on
subprime RMBS, each individual pool was run through a variety of
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 features of the
transaction including priorities of payment distribution among the
different tranches, average life of the tranches, current balances
of the tranches and future cash flows under expected and stressed
scenarios. The scenarios include ninety-six different combinations
comprising of six loss levels, four loss timing curves and four
prepayment curves. The volatility in losses experienced by a
tranche due to extended foreclosure timelines by servicers is
taken into consideration when assigning ratings.

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_SF290159

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/researchdocumentcontentpage.aspx?docid=PBS_SF198689


COMM 2001-J2: Moody's Affirms Rating on Cl. H Securities at 'Ca'
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 13 CMBS classes
of COMM 2001-J2 Commercial Pass-Through Certificates as follows:

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

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

Cl. B, Affirmed at Aa2 (sf); previously on Sep 1, 2011 Downgraded
to Aa2 (sf)

Cl. C, Affirmed at Aa3 (sf); previously on Sep 1, 2011 Downgraded
to Aa3 (sf)

Cl. D, Affirmed at A3 (sf); previously on Sep 1, 2011 Downgraded
to A3 (sf)

Cl. E, Affirmed at Baa2 (sf); previously on Sep 1, 2011 Downgraded
to Baa2 (sf)

Cl. E-CS, Affirmed at Baa2 (sf); previously on Sep 1, 2011
Downgraded to Baa2 (sf)

Cl. E-IO, Affirmed at Baa2 (sf); previously on Sep 1, 2011
Downgraded to Baa2 (sf)

Cl. F, Affirmed at Baa3 (sf); previously on Sep 1, 2011 Downgraded
to Baa3 (sf)

Cl. G, Affirmed at B2 (sf); previously on Sep 1, 2011 Downgraded
to B2 (sf)

Cl. H, Affirmed at Ca (sf); previously on Sep 1, 2011 Downgraded
to Ca (sf)

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

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

Ratings Rationale

Moody's ratings recognize the likelihood of interruptions in the
timely payment of certificate interest due to future interest
shortfalls that are expected to affect certificate Classes B
through H as well as Moody's projection of expected loss.

As of the June 18, 2012 Payment Date, cumulative interest
shortfalls total approximately $2.2 million affecting Classes F
and G. Special servicer workout fees are expected to increase due
to interest accruals on prior shortfalls; additional workout fees
based on 1% of the monthly principal and interest payments on the
two remaining loans, the Willowbrook Mall loan and the AT&T
Building loan; and workout fees equal to 1% of the unpaid
principal balance of each loan at the time of loan payoff. The
timing of future interest shortfalls partially depends on when the
Willowbrook Mall loan pays off. Both loans mature in 2016. The
defeased AT&T Building loan cannot be prepaid until three months
prior to the maturity date. The Willowbrook Mall loan, that had an
original maturity date in 2011 and was extended to 2016 as part of
the General Growth Properties (GGP) bankruptcy plan, can be
prepaid at any time.

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

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.4. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations. The model
incorporates the CMBS IO calculator ver1.0 that uses the following
inputs to calculate the proposed IO rating based on the published
methodology: original and current bond ratings and credit
assessments; 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 e610
and a Ba1 (sf) rating factor of 940). If the calculated IO rating
factor is 700, the CMBS IO calculator ver1.0 would provide both a
Baa3 (sf) and Ba1 (sf) IO indication for consideration by the
rating committee.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior transaction review is summarized in a
press release dated September 1, 2011.

DEAL AND PERFORMANCE SUMMARY

As of the June 18, 2012 Payment Date, the deal's aggregate
certificate balance has decreased by 77% to $342.0 million from
$1.5 billion at securitization. The Certificates are
collateralized by two loans. The largest loan in the pool, the
AT&T Building loan ($193.1 million -- 56% of the pool balance) is
fully defeased and is secured by U.S. Government securities.

The second loan is the Willowbrook Mall loan ($148.9 million --
44% of the pool balance) that is secured by approximately 500,000
square feet of mall shop space in a 1.5 million square foot
regional mall located in Wayne, New Jersey. Willowbrook Mall is
anchored by Macy's, Bloomingdales, Lord & Taylor and Sears. As of
March 2012 rent roll the in-line space was approximately 96%
leased. Moody's LTV is 43.5% and stressed DSCR is 2.05X.

Neither loan in the trust is on the servicer's watchlist. The
watchlist includes loans which meet certain portfolio review
guidelines established as part of the CRE Financial Council
(CREFC; formerly the Commercial Mortgage Securities Association)
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. Neither loan
is in special servicing.


COMMERCIAL MORTGAGE: Moody's Cuts Rating on Cl. F Certs. to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes,
confirmed one class and affirmed seven classes of Commercial
Mortgage Asset Trust , Commercial Mortgage Pass-Through
Certificates, Series 1999-C1 as follows:

Cl. A-4, Affirmed at Aaa (sf); previously on Mar 25, 1999
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Jul 8, 2004 Upgraded to
Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on Jul 20, 2006 Upgraded
to Aaa (sf)

Cl. D, Downgraded to A1 (sf); previously on Apr 11, 2012 Aaa (sf)
Placed Under Review for Possible Downgrade

Cl. E, Downgraded to Baa3 (sf); previously on Apr 11, 2012
Downgraded to A2 (sf) and Placed Under Review for Possible
Downgrade

Cl. F, Downgraded to B3 (sf); previously on Apr 11, 2012
Downgraded to Ba2 (sf) and Placed Under Review for Possible
Downgrade

Cl. G, Affirmed at Caa3 (sf); previously on Apr 11, 2012
Downgraded to Caa3 (sf)

Cl. H, Affirmed at C (sf); previously on Apr 11, 2012 Downgraded
to C (sf)

Cl. J, Affirmed at C (sf); previously on Nov 3, 2010 Downgraded to
C (sf)

Cl. K, Affirmed at C (sf); previously on Nov 3, 2010 Downgraded to
C (sf)

Cl. X, Confirmed at B1 (sf); previously on Apr 11, 2012 Downgraded
to B1 (sf) and Placed Under Review for Possible Downgrade

Ratings Rationale

The downgrades are due primarily to higher anticipated losses from
specially serviced and troubled loans.

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

Moody's rating action reflects a cumulative base expected loss of
approximately 13% of the current deal balance compared to 12% 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, and "Moody's Approach to Rating Structured Finance Interest-
Only Securities" published in February 2012.

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

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a pay down analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade underlying ratings is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment 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 assessments
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 assessments; 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 21, compared to a Herf of 23 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 11, 2012.

DEAL PERFORMANCE

As of the June 18, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 59% to $987 million
from $2.37 billion at securitization. The Certificates are
collateralized by 128 mortgage loans ranging in size from less
than 1% to 13% of the pool, with the top ten loans (excluding
defeasance) representing 42% of the pool. The pool contains nine
CTL loans, representing 3% of the pool. Forty-six loans,
representing approximately 33% of the pool, are defeased and are
collateralized by U.S. Government securities.

Twenty-five 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.

Twenty-eight loans have liquidated from the pool, resulting in an
aggregate realized loss of $91 million (31% average loan loss
severity). Currently, four loans, representing 18% of the pool,
are in special servicing. The largest specially serviced loan is
The Source Loan ($124 million -- 13% of the pool), which is
secured by a 521,000 square foot regional mall located in
Westbury, New York. The center, located on Long Island and known
as "The Mall at The Source", was formerly anchored by Fortunoff, a
high-end department store specializing in the sale of house wares
and jewelry. As was reported at Moody's last review, the departure
of the anchor and unfavorable economic conditions have
precipitated the departure of other major retailers at the mall.
Two of the largest remaining tenants, Saks Fifth Avenue Off 5th
and Nordstrom Rack, will open stores at a nearby power center
slated to open in Fall 2012. Both retailers are expected to close
their stores at The Source upon their lease expirations in July
2012 and January 2013, respectively. The mall's inline space was
71% leased as of February 2012. The loan transferred to special
servicing in January 2009 for imminent maturity default, which
occurred in March 2009. The special servicer is dual tracking
foreclosure while evaluating other workout options. The loan
sponsor is Simon Property Group. The servicer has recognized a $49
million appraisal reduction.

The remaining three specially serviced loans are secured by a mix
of office and hotel property types. Moody's estimates an aggregate
$113 million loss (overall 64% expected loss) for all specially
serviced loans.

Moody's has assumed a high default probability for four poorly-
performing loans representing 4% of the pool. Moody's analysis
attributes to these troubled loans an aggregate $5 million loss
(15% expected loss severity based on a 50% probability of
default).

Moody's was provided with full-year 2010 and partial year 2011
operating results for 98% and 92% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 63%, the same as at last review.
Moody's net cash flow reflects a weighted average haircut of 11.2%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 10.0%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.60X and 2.00X, respectively, compared to
1.60X and 1.99X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three performing conduit loans represent 11% of the pool.
The largest loan is the Laurel Mall Loan ($45 million -- 5% of the
pool). The loan is secured by a Class B regional mall located in
Livonia, Michigan, a western suburb of Detroit. The mall is
anchored by department stores Von Maur (not part of the
collateral) and Parisian, a division of The Bon-Ton Stores, Inc.
(Moody's Senior Unsecured Rating Caa3, negative outlook). Property
performance is stable. Moody's current LTV and stressed DSCR are
74% and 1.42X, respectively, compared to 75% and 1.41X at last
review.

The second-largest loan is the Best of the West Shopping Center
Loan ($34 million -- 3% of the pool). The loan is secured by
475,000 square foot power center located in Las Vegas, Nevada. The
property was 84% leased at YE 2011, following the recent departure
of a Borders bookstore. Property performance has improved slightly
since Moody's last review. Moody's current LTV and stressed DSCR
are 60% and 1.72X, respectively, compared to 60% and 1.71X at last
review.

The third-largest loan is the Hunter's Square Loan ($34 million --
3% of the pool). The loan is secured by a 350,000 square foot
power center located in Farmington Hills, Michigan, a northern
suburb of Detroit. The property was 92% leased at YE 2011,
compared to 95% in September 2010. Recent leasing activity has
brought retailer Buy Buy Baby, Inc. to the center. The children's
retailer signed a new lease for 28,000 square feet at the center,
taking over much of the space formerly occupied by Border's.
Moody's current LTV and stressed DSCR are 75% and, 1.44X
respectively, compared to 75% and 1.43X at last review.

The CTL component includes nine loans secured by properties leased
under bondable leases. Moody's provides ratings for 85% of the CTL
component and has updated its internal credit assessment for the
remaining corporate credits. The CTL component includes R.R.
Donnelley & Sons Company (56% of the CTL component, Moody's Senior
Unsecured Rating Ba2 -- negative outlook), Interface, Inc. (29% of
the CTL component, Moody's Senior Unsecured Rating B1 -- stable
outlook) and Dairy Mart Convenience Stores, Inc. (15% of the CTL
component).


CPS AUTO: Moody's Assigns 'B2' Rating to Class D Notes
------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
notes issued by CPS Auto Receivables Trust 2012-B. This is the
second senior/subordinated transaction of the year for Consumer
Portfolio Services, Inc. (CPS).

The complete rating actions are as follows:

Issuer: CPS Auto Receivables Trust 2012-B

  Class A Notes, rated A2 (sf);

  Class B Notes, rated Baa3 (sf);

  Class C Notes, rated Ba3(sf);

  Class D Notes, rated B2 (sf);

Ratings Rationale

Moody's said the ratings are based on the quality of the
underlying auto loans and their expected performance, the strength
of the structure, the availability of excess spread over the life
of the transaction, the experience and expertise of CPS as
servicer, and the backup servicing arrangement with Aa3-rated
Wells Fargo Bank, N.A.

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

Moody's median cumulative net loss expectation for the underlying
pool is 14.0%. The loss expectation was based on an analysis of
CPS' portfolio vintage performance as well as performance of past
securitizations, and current expectations for future economic
conditions.

The Assumption Volatility Score for this transaction is
Medium/High versus a Medium for the sector. This is driven by the
Medium/High assessment for Governance due to the unrated
sponsor/servicer.

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

Moody's Parameter Sensitivities: If the net loss used in
determining the initial rating were changed to 18.5%, 23% or 28%,
the initial model output for the Class A notes might change from
A2 to A3, Baa3, and Ba3, respectively. If the net loss used in
determining the initial rating were changed to 15%, 17.5% or 19%,
the initial model output for the Class B notes might change from
Baa3 to Ba1, B1, and B3, respectively. If the net loss used in
determining the initial rating were changed to 14.5%, 16% or 17%,
the initial model output for the Class C notes might change from
Ba3 to B1, B3, and Caa1, respectively. If the net loss used in
determining the initial rating were changed to 14.25%, 16% or 17%,
the initial model output for the Class D notes might change from
B2 to B3,
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.


CREDIT SUISSE 2001-CKN5: Moody's Reviews Rating on 8 CMBS Classes
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes,
placed eight classes on review for possible downgrade and affirmed
three classes of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-
CKN5 as follows:

Cl. D, Downgraded to A1 (sf) and Placed Under Review for Possible
Downgrade; previously on Dec 16, 2011 Confirmed at Aaa (sf)

Cl. E, Downgraded to Ba1 (sf) and Placed Under Review for Possible
Downgrade; previously on Mar 2, 2012 Downgraded to A3 (sf)

Cl. F, B1 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 2, 2012 Downgraded to B1 (sf)

Cl. G, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 2, 2012 Downgraded to B3 (sf)

Cl. H, Caa2 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 2, 2012 Downgraded to Caa2 (sf)

Cl. J, Caa3 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 2, 2012 Confirmed at Caa3 (sf)

Cl. K, Ca (sf) Placed Under Review for Possible Downgrade;
previously on Mar 2, 2012 Confirmed at Ca (sf)

Cl. L, Affirmed at C (sf); previously on Dec 16, 2011 Downgraded
to C (sf)

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

Cl. A-X, Caa2 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 2, 2012 Confirmed at Caa2 (sf)

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

Ratings Rationale

The downgrades are due to increased interest shortfalls and lower
estimated recoveries resulting from the continued credit
deterioration of the Macomb Mall Loan ($41.4 million; 34.2% of the
pool) and One Sugar Creek Place Loan ($40.4 million; 33.5% of the
pool) since the prior review. At Moody's prior review in March
2012, interest shortfalls affected Classes N through H. Moody's
analysis determined that shortfalls would likely increase and
affect Class F. Based on the most recent remittance statement,
interest shortfalls have increased to Class E. This is primarily
due to the One Sugar Creek Place Loan being determined non-
recoverable by the master servicer.

Given the deal's high exposure to specially serviced loans,
Moody's placed eight classes on review for possible downgrade,
including Classes D and E which were downgraded during this
review, in order to further evaluate the ongoing risk of future
interest shortfalls from specially serviced loans and the timing
and severity of losses on the two largest exposures in the pool -
Macomb Mall Loan and One Sugar Creek Place.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated March 2, 2012.

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

DEAL PERFORMANCE

As of the May 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 89% to $120.9
million from $1.07 billion at securitization. The Certificates are
collateralized by 17 mortgage loans ranging in size from less than
1% to 34% of the pool. There are no defeased loans or loans with
investment grade credit estimates.

Three loans, representing 24% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Twenty eight loans have been liquidated from the pool, resulting
in a realized loss of $24.4 million (17% loss severity). Currently
three loans, representing 74% of the pool, are in special
servicing.


CREDIT SUISSE 2002-CKN2: S&P Lowers Ratings on 2 Classes to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2002-CKN2, a U.S. commercial mortgage-backed securities (CMBS)
transaction.

"We lowered our rating to 'D (sf)' on class H due to aggregate
principal losses totaling $1.9 million resulting from the
liquidation of two assets: the Fairfield Inn - Syracuse and 300
Jackson Plaza assets. These two assets had an aggregate beginning
scheduled principal balance of $4.6 million and were liquidated
with an aggregate loss severity of 43.3% in June 2012, resulting
in principal losses totaling $1.9 million to the trust.
Consequently, class H incurred a 7.5% loss of its $11.5 million
beginning principal balance. Class J experienced 100% loss on its
1.0 million beginning principal balance. Class J had previously
been lowered to 'D (sf)' by Standard & Poor's," S&P said.

"We lowered our rating to 'D (sf)' on the class G certificate
because we expect the accumulated interest shortfalls to remain
outstanding for the foreseeable future. We lowered our ratings on
classes E and F due to reduced liquidity support available to
these classes and their susceptibility to future interest
shortfalls," S&P said.

"According to the June 15, 2012, trustee remittance report, the
trust incurred interest shortfalls due primarily  from appraisal
subordinate entitlement reduction (ASER) amounts related to eight
($31.8 million; 24.2%) of the 13 assets ($74.2 million; 56.6%)
that are currently with the special servicer, C-III Asset
Management LLC, as well as special servicing fees ($15,988). As of
the June 15, 2012, trustee remittance report, appraisal reduction
amounts (ARAs) totaling $17.5 million were in effect for eight of
the specially serviced assets and the total reported ASER amount,
excluding a $6,354 ASER recovery, was $92,628. The reported
monthly interest shortfalls totaled $106,682, and affected all of
the classes subordinate to and including class G," S&P said.

"As of the June 2012 trustee remittance report, the collateral
pool consisted of 15 loans and four real estate owned (REO) assets
with an aggregate trust balance of $131.1 million, down from 204
loans totaling $918.1 million at issuance. To date, the trust has
experienced losses on 16 assets totaling $50.7 million. Based on
the June 2012 trustee remittance report data, the weighted average
loss severity for these 16 assets was 62.9% (based on the asset's
beginning scheduled balance at the time of disposition)," 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 2002-CKN2

                                          Reported
         Rating           Credit       interest  shortfalls
Class  To        From     enhcmt(%)  Current     Accumulated
E      BB+ (sf)  BBB (sf)    26.49         0                0
F      CCC (sf)  B (sf)      15.98    (3,792)               0
G      D (sf)    CCC+ (sf)    8.10     46,884          110,071
H      D (sf)    CCC- (sf)    0.00     58,478          383,136


CREDIT SUISSE 2003-CK2: Fitch Cuts Rating $13.6MM M Certs to 'C'
----------------------------------------------------------------
Fitch Ratings has downgraded Credit Suisse First Boston Mortgage
Securities Corp.'s (CSFB) commercial mortgage pass-through
certificates, series 2003-CK2.

The downgrades are the result of increased loss expectations on
the specially serviced loans since Fitch's last rating action.
Fitch modeled losses of 5.7% of the remaining pool; expected loss
of the original pool balance is 4.7% including realized losses to
date (1.35%).  Fitch has designated 10 loans (11.6%) as Fitch
Loans of Concern, which includes two specially serviced loans
(5.4%).

As of the June 2012 distribution date, the pool's collateral
balance has paid down 42.1% to $575.5 million from $1 billion at
issuance.  Sixteen loans (37%) have fully defeased.

The largest contributor to loss (4.3%) is a real estate owned
(REO) asset.  The original loan was secured by 24 office buildings
and one retail property totaling 339,130 square feet (sf) located
in Greater Lansing, MI.  The loan transferred to the special
servicer in May 2008 for imminent default.  Foreclosure occurred
in December 2010. Three assets are currently under contract and
two others have been on the market for sale as of July 2011.  The
special servicer expects to market the remaining portfolio during
the 2nd quarter of 2012.  The properties are currently 65.4%
occupied as of March 2012.  The most recent appraisal indicates
significant losses upon liquidation.

The second largest contributor to loss (1.1%) is also REO. The
original loan was secured by a 197-unit garden-style multifamily
property located in Melbourne, FL.  The loan was transferred to
special servicing in October 2010 due to monetary default as a
result of chronic delinquency.  The foreclosure was completed in
August 2011.  Management is completing necessary capital repairs
and stabilizing the property before listing it for sale.  The
property is currently 52% occupied.

The third largest contributor to loss (1.7%) is secured by a
109,586 sf retail property located in Alpharetta, GA.  The largest
tenants are Publix (51%), Jeffrey's Sports Bar & Grill (6%), and
Dollar Tree (6%), with lease expirations in 2015, 2018, and 2016,
respectively.  There is minimal rollover at the property until
2016 when 11% of the leases roll.  As of February 2012, the
property is 87.3% occupied with average rent of $10.52 per sf.
Per REIS, as of the first quarter of 2012, the Atlanta Metro
market vacancy rate is 14.9% with asking rent $16.49 per sf.  The
Northeast Atlanta retail submarket vacancy rate is 20.2% with
asking rent $13.97 per sf.

Fitch downgrades and revises Recovery Estimates (RE) on the
following classes:

  -- $4.9 million class L to 'CCC'; from 'B-'; RE 100%;
  -- $13.6 million class M to 'C' from 'CC'; RE 15%.

Fitch also affirms and revises Rating Outlooks on the following
classes as indicated:

  -- $37.3 million class A-3 at 'AAA'; Outlook Stable;
  -- $364.3 million class A-4 at 'AAA'; Outlook Stable;
  -- $32.1 million class B at 'AAA'; Outlook Stable;
  -- $12.4 million class C at 'AAA'; Outlook Stable;
  -- $29.6 million class D at 'AAA'; Outlook Stable;
  -- $12.4 million class E at 'AAA'; Outlook Stable;
  -- $12.4 million class F at 'AAA'; Outlook Stable;
  -- $19.8 million class G at 'AAA'; Outlook Stable;
  -- $14.8 million class H at 'AA'; Outlook Stable;
  -- $17.3 million class J at 'BBB'; Outlook revised to Negative
     from Stable;
  -- $17.3 million class K at 'BB'; Outlook revised to Negative
     from Stable.
  -- $6.2 million class N at 'C'; RE 0%;
  -- $4.9 million class O at 'C'; RE 0%;
  -- $3.1 million class GLC at 'BB'; Outlook revised to Stable
     from Negative.

Classes A-1, A-2 and A-SP have been paid in full.  Fitch does not
rate the $3.9 million class P or class RCKB.  The GLC rake class
represents the non-pooled B-note for Great Lakes Crossing.  Fitch
has previously withdrawn the rating of the interest only class A-
X.


CREDIT SUISSE 2005-C3: Moody's Lowers Rating on F Certs. to 'C'
---------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class and
affirmed 14 classes of Credit Suisse First Boston Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-C3 as follows:

Cl. A-2, Affirmed at Aaa (sf); previously on Jul 11, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Jul 11, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed at Aaa (sf); previously on Jul 11, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jul 11, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-1-A, Affirmed at Aaa (sf); previously on Jul 11, 2005
Definitive Rating Assigned 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 B2 (sf); previously on Nov 4, 2010 Downgraded
to B2 (sf)

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

Cl. D, Affirmed at Caa3 (sf); previously on Nov 4, 2010 Downgraded
to Caa3 (sf)

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

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

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

Cl. A-SP, Affirmed at Aaa (sf); previously on Jul 11, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-Y, Affirmed at Aaa (sf); previously on Jul 11, 2005
Definitive Rating Assigned Aaa (sf)

Ratings Rationale

The downgrade is due to higher 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
5.0% of the current balance. At last review, Moody's cumulative
base expected loss was 5.4%. Realized losses have increased from
5.0% of the original balance to 5.9% since the prior review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of 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 31 compared to 35 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 July 29, 2011.

Deal Performance

As of the May 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 28% to $1.18
billion from $1.64 billion at securitization. The Certificates are
collateralized by 170 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten non-defeased loans
representing 39% of the pool. The pool includes 53 loans,
representing 15% of the pool balance, which are secured by
residential co-ops located primarily in New York City. These co-op
loans have Aaa credit estimates. Six loans, representing 6% of the
pool, have defeased and are secured by U.S. Government securities.

Thirty-four 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.

Nineteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $97.3 million (42% loss severity on
average). Six loans, representing less than 2% of the pool, are
currently in special servicing. Moody's estimates an aggregate
$7.7 million loss for specially serviced loans (39% expected loss
on average).

Moody's has assumed a high default probability for 17 poorly
performing loans representing 6% of the pool and has estimated an
aggregate $12.9 million loss (18% expected loss on average) from
these troubled loans.

Moody's was provided with full year 2010/2011 operating results
for 93% of the pool's non-specially serviced and non-defeased
loans. Excluding specially serviced and troubled loans, Moody's
weighted average LTV is 99% compared to 95% at Moody's prior
review. Moody's net cash flow reflects a weighted average haircut
of 7% to the most recently available net operating income. Moody's
value reflects a weighted average capitalization rate of 9.1%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.30X and 1.04X, respectively, compared to
1.32X and 1.08X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three conduit loans represent 23% of the pool. The largest
loan is the San Diego Office Park Loan ($133.0 million -- 11.2% of
the pool), which is secured by a nine-building, 644,540 square
foot (SF), Class A office complex located in San Diego,
California. The A-note is split into two components: $113 million
is allocated to the office park while $20 million is allocated to
developable land. In March of 2012 the loan (including the
developable land) was assumed by Beacon Capital Partners from MPG
Office Trust for $152.5 million. The loan matures in April 2015
and is interest only during its entire term. The property was 82%
leased as of November 2011 which is inline with the prior review.
Moody's LTV and stressed DSCR are 140% and 0.67X, respectively,
compared to 168% and 0.58X at last review.

The second largest loan is the 80-90 Maiden Lane Loan ($86.2
million -- 7.3% of the pool), which is secured by two Class B
office buildings totaling 545,000 SF located in the Financial
District of New York, New York. The property was 97% leased as of
March 2012 compared to 98% at the last review. Despite the slight
decrease in occupancy, the property's cash flow has increased due
to a decrease in operating expenses. The loan is benefitting from
amortization and matures in April 2015. Moody's LTV and stressed
DSCR are 94% and 1.03X, respectively, compared to 99% and 0.99X at
last review.

The third largest loan is the Och Ziff Portfolio Loan ($51 million
-- 4.3% of the pool), which is secured by eight limited-service
hotels managed by various Marriott brands. Seven hotels are
located in various cities in Ohio (Cincinnati, Cleveland and
Columbus) while the eighth property is located in Covington,
Kentucky. The 2011 portfolio revenue per available room (RevPAR)
and NOI increased 5% and 11%, respectively, compared to 2010 and
the portfolio's actual DSCR and debt yield was in excess of 1.7X
and 14%, respectively, based on 2011 reported NOI. The loan was
scheduled to mature in May 2012 and the borrower is currently
negotiating the sale of the property. Moody's LTV and stressed
DSCR are 100% and 1.24X, respectively, compared to 109% and 1.15X
at last review.


CSMC TRUST 2012-CIM2: S&P Assigns 'BB' Rating to Class B-4 Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to CSMC
Trust 2012-CIM2's $417.652 million mortgage pass-through
certificates.

The note issuance is a residential mortgage-backed securities
transaction of prime jumbo fixed-rate residential mortgage loans
secured by single-family residences.

The ratings reflect S&P's view of:

- The likelihood that the credit enhancement of 8.25%, 6.60%,
   4.90%, 3.10%, and 1.75% will be able to withstand its 'AAA',
   'AA', 'A', 'BBB', and 'BB' stress scenarios, respectively, for
   this portfolio, which will be secured by residential mortgage
   loans. The credit enhancement is strictly subordination.

- The risks and mitigating factors S&P see based on the results
   of its mortgage originator and conduit reviews, third-party
   due-diligence review, and representations and warranties
   review with respect to the mortgage assets. Although the
   mortgage loans are seasoned, S&P performed a review of DLJ
   Mortgage Capital's (DLJ's; the seller's) flow acquisition
   Program.

- The significance to S&P's ratings of the timing of losses, the
   foreclosed properties' recovery value, and S&P's default
   assumptions.

S&P has identified these factors that it believes strengthen the
series 2012-CIM2 transaction:

- The credit enhancement provided by the capital structure is
   greater than S&P's estimated loss coverage.

- DLJ, the seller, purchased a portion of the mortgage pool as
   part of its flow acquisition program, and purchased another
   portion of the pool as a bulk transaction from MetLife Inc. In
   many respects, both pools have characteristics that are, from
   a credit perspective, better than S&P's archetypical pool.

- Although both the primary servicers are ranked ABOVE AVERAGE,
   Wells Fargo Bank N.A. (ranked STRONG) will be the master
   servicer for the transaction.

- Both the senior and subordinate classes are subject to an
   interest rate cap based on the underlying collateral's net
   weighted average coupon (although the subordinate classes are
   variable-rate certificates tied to the collateral's net
   weighted average coupon).

- Although the transaction is a shifting interest structure,
   the potential principal payment to the subordinate classes
   does not result in the allocation of losses to any of the
   tranches under S&P's cash flow stresses for the following
   reasons: S&P is not assigning a rating to the lowest tranche,
   the credit enhancement provided is higher than S&P's estimated
   loss coverage, and the available funds are allocated to
   interest and principal on the senior classes based on their
   entitled interest and principal amounts and then to the
   subordinated classes.

S&P has identified these factors that it believes weaken the
series 2012-CIM2 transaction:

- Loan modifications may reduce the net weighted average coupon
   to a level where the fixed interest rate on the senior
   certificates may not receive the full interest amount that is
   based on their fixed coupons. However, a mitigant is that each
   senior class is subject to an interest rate cap based on the
   underlying collateral's net weighted average coupon.

- Loan modifications and the related recovery of outstanding
   servicer advances could stress liquidity so that an
   unanticipated reduction in available funds may result in an
   interest payment that is lower than the collateral's net
   weighted average coupon.

- Many servicers have tightened their servicer stop advance
   policies over the past two to three years due to higher
   delinquencies and declining property values and their effect
   on both the volume and recoverability of servicer advances. If
   servicer advances are dramatically reduced, it could stress
   liquidity and decrease the interest payment to an amount that
   is lower than the collateral's net weighted average coupon.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED
CSMC Trust 2012-CIM2

Class             Rating        Amount (mil. $)
A-1               AAA (sf)              390.021
A-IO-1            AAA (sf)             Notional
A-IO-S            NR                        N/A
B-1               AA (sf)                 7.014
B-2               A (sf)                  7.226
B-3               BBB (sf)                7.652
B-4               BB (sf)                 5.739
B-5               NR                      7.439
A-PP              NR                        N/A
R                 NR                        N/A

NR-Not rated.
N/A-Not applicable.


CWALT INC: Moody's Lowers Ratings on 12 RMBS Tranches to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 64
tranches, upgraded the ratings of eight tranches, and confirmed
the ratings of 12 tranches from 14 RMBS transactions, backed by
Alt-A loans, issued by Countrywide from 2004

Ratings Rationale

The actions are a result of the recent performance 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 downgrades as well as
upgrades. 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

Moody's adjusts the methodologies noted above for 1) Moody's
current view on loan modifications 2) small pool volatility.

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.

Small Pool Volatility

The above RMBS approach only applies to structures with at least
40 loans and a pool factor of greater than 5%. Moody's can
withdraw its rating when the pool factor drops below 5% and the
number of loans in the deal declines to 40 loans or lower. If,
however, a transaction has a specific structural feature, such as
a credit enhancement floor, that mitigates the risks of small pool
size, Moody's can choose to continue to rate the transaction.

For pools with loans less than 100, Moody's adjusts its
projections of loss to account for the higher loss volatility of
such pools. For small pools, a few loans becoming delinquent would
greatly increase the pools' delinquency rate.

To project losses on Alt-A pools with fewer than 100 loans,
Moody's first calculates an annualized delinquency rate based on
vintage, number of loans remaining in the pool and the level of
current delinquencies in the pool. For Alt-A and Option Arm pools,
Moody's first applies a baseline delinquency rate of 10% for 2004,
5% for 2003 and 3% for 2002 and prior. Once the loan count in a
pool falls below 76, this rate of delinquency is increased by 1%
for every loan fewer than 76. For example, for a 2004 pool with 75
loans, the adjusted rate of new delinquency is 10.1%. Further, to
account for the actual rate of delinquencies in a small pool,
Moody's multiplies the rate calculated above by a factor ranging
from 0.50 to 2.0 for current delinquencies that range from less
than 2.5% to greater than 30% respectively. Moody's then uses this
final adjusted rate of new delinquency to project delinquencies
and losses for the remaining life of the pool under the approach
described in the methodology publication.

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 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 8.2% 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: Alternative Loan Trust 2004-J9

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2004-10CB

Cl. A, Downgraded to Caa2 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2004-12CB

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

Cl. 1-A-3, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to Ba2 (sf); previously on Apr 6, 2011
Downgraded to Baa2 (sf)

Cl. 2-A-2, Downgraded to Ba2 (sf); previously on Apr 6, 2011
Downgraded to Baa2 (sf)

Cl. 3-A-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. PO, Downgraded to Ba3 (sf); previously on Apr 6, 2011
Downgraded to Baa2 (sf)

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2004-13CB

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

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

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2004-16CB

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

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

Cl. 2-A-2, Upgraded to Baa1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-3, Upgraded to Ba1 (sf); previously on Mar 28, 2011
Downgraded to Ba3 (sf)

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2004-18CB

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

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

Cl. 2-A-8, Downgraded to B2 (sf); previously on Mar 28, 2011
Downgraded to Ba3 (sf)

Cl. 5-A-1, Downgraded to B3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-2, Downgraded to Caa1 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2004-28CB

Cl. 1-A-2, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 1-A-3, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 2-A-2, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B2 (sf)

Cl. 2-A-3, Downgraded to Caa2 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 2-A-4, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 2-A-5, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 2-A-6, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 2-A-8, Downgraded to Caa2 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 2-A-9, Downgraded to Caa2 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 3-A-1, Downgraded to Caa2 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 6-A-1, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2004-30CB

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

Cl. 1-A-4, Upgraded to B1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 1-A-5, Downgraded to B1 (sf); previously on Feb 22, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-6, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 1-A-7, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B2 (sf)

Cl. 1-A-8, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B2 (sf)

Cl. 1-A-9, Downgraded to Ca (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-10, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 1-A-11, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 1-A-12, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 1-A-13, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 1-A-14, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 1-A-15, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 1-A-16, Downgraded to Caa2 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 1-A-18, Downgraded to C (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-2, Downgraded to Caa2 (sf); previously on Feb 22, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-3, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-4, Downgraded to Caa2 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. PO, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2004-32CB

Cl. 1-A-1, Downgraded to Caa2 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 2-A-1, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B2 (sf)

Cl. 2-A-2, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B2 (sf)

Cl. 2-A-3, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B2 (sf)

Cl. 2-A-4, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 2-A-5, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. PO, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2004-33

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

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

Cl. 3-A-1, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

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

Cl. 4-A-1, Downgraded to Caa1 (sf); previously on Mar 28, 2011
Downgraded to B3 (sf)

Cl. 3-X, Confirmed at Caa1 (sf); previously on Feb 22, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2004-J4

Cl. 1-A-5, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2004-J6

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

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

Cl. PO, Downgraded to Baa3 (sf); previously on Mar 22, 2011
Downgraded to A2 (sf)

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

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

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2004-J7

Cl. 1-A-3, Upgraded to A1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-5, Upgraded to Baa3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-6, Upgraded to A1 (sf); previously on Jan 31, 2012 A2 (sf)
Placed Under Review for Possible Upgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2004-J8

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

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

Cl. 3-A-1, Downgraded to B3 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. 1-X, Downgraded to Caa1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 2-X, Downgraded to Caa2 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 3-X, Downgraded to Caa1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

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

Cl. PO-A, Downgraded to B3 (sf); previously on Mar 22, 2011
Downgraded to Ba2 (sf)

Cl. PO-B, Downgraded to B1 (sf); previously on Mar 22, 2011
Downgraded to Ba2 (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF289777

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


CWCAPITAL COBALT II: S&P Lowers Ratings on 7 Note Classes to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 14
classes of notes from CWCapital Cobalt II Ltd., a commercial real
estate collateralized debt obligation (CRE CDO) transaction, and
removed them from CreditWatch with negative implications.

"The downgrades reflect our analysis of the transaction's
liability structure and the credit characteristics of the
underlying collateral using our criteria for rating global CDOs of
pooled structured finance assets. We also considered the amount of
defaulted assets in the transaction and their expected recoveries
in our analysis," S&P said.

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

"In our analysis, we also considered the amount of defaulted
assets ($222.4 million, 41.3%) held in the portfolio and our
expected recovery for the transaction. We lowered the ratings on
classes D through K to 'D (sf)' from 'CCC- (sf)' due to our
determination that the classes are unlikely to be repaid in full,"
S&P said.

According to the May 31, 2012, trustee report, the transaction's
collateral assets totaled $541.2 million, while its liabilities,
including capitalized interest, totaled $513.4 million, which is
down from $700.0 million in liabilities at issuance. The
transaction's current asset pool includes:

    40 CMBS tranches ($454.9 million, 84.1% of the collateral
    pool);

    Five whole loans and senior-interest loans ($74.1 million,
    13.7%);

    Two CDO tranches ($9.4 million, 1.7%); and

    Cash ($2.8 million, 0.5%).

"The trustee report noted 26 defaulted assets ($222.4 million,
41.3%), five of which are loans ($74.1 million, 13.7%). Standard &
Poor's estimated asset-specific recovery rates ranging from 47% to
91%, with a weighted average recovery rate of 66.1%, which we
based on information provided by the collateral manager," S&P
said. The defaulted loan assets are listed:

    The Crowne Plaza Colorado whole loan ($28.8 million, 5.3%).

    The Comfort Inn Brooklyn whole loan ($15.5 million, 2.9%);

    The Aguilar Apartments first mortgage loan ($15.5 million,
    2.9%);

    The Pala Mesa Resort Hotel whole loan ($13.9 million, 2.6%);
    And

    The Dunes at Chesterfield senior-interest loan ($383.2
    thousand, 0.1%).

"We reviewed the credit characteristics of the publicly rated
underlying collateral using Standard & Poor's issued ratings. We
based our analyses on the unrated collateral on information
provided by the collateral manager, CWCapital Investments LLC, and
trustee, Wells Fargo Bank N.A., as well as market and valuation
data from third-party providers," S&P said.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1111687.pdf

RATINGS LOWERED AND REMOVED FROM CREDITWATCH

CWCapital Cobalt II Ltd.

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


DRYDEN XXIII: S&P Rates $9-Mil. Class E Deferrable Notes 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Dryden XXIII Senior Loan Fund/Dryden XXIII Senior Loan
Fund LLC's $382.0 million floating-rate notes.

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

The preliminary ratings are based on information as of June 27,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

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

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

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

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

-  The asset 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%-13.84%.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1111688.pdf

PRELIMINARY RATINGS ASSIGNED
Dryden XXIII Senior Loan Fund/Dryden XXIII Senior Loan Fund LLC

Class               Rating          Amount
                                  (mil. $)
X                   AAA (sf)          2.50
A-1                 AAA (sf)        270.50
A-2a                AA (sf)          19.75
A-2b                AA (sf)          15.00
B (deferrable)      A (sf)           28.75
C (deferrable)      BBB (sf)         20.25
D (deferrable)      BB (sf)          16.25
E (deferrable)      B (sf)            9.00
Subordinated notes  NR               31.40

NR-Not rated.


FIRST UNION 1999-C2: Fitch Affirms Csf Rating $11.8MM Cl. M Notes
-----------------------------------------------------------------
Fitch Ratings affirms six classes issued by First Union National
Bank-Chase Manhattan Bank Commercial Mortgage Trust (FUNC 1999-C2)
commercial mortgage pass-through certificates, series 1999-C2.

As of the June 2012 remittance report the transaction balance has
been reduced by 93.9% to $72.1 million from $1.2 billion at
issuance.  Thirty-eight loans remain in the transaction, of which
14 loans (32.8%) are defeased and two (9.3%) are in special
servicing.  Fitch modeled additional losses of 12.4% of the
remaining pool for a total, including losses to date, of 2.5% of
the original balance.

Fitch stressed the cash flow of the remaining loans by applying a
5% reduction to the most recent fiscal year-end net operating
income, and applying an adjusted market cap rate between 8.10% and
12% to determine value.  All the loans also underwent a refinance
test by applying an 8% interest rate and 30-year amortization
schedule based on the stressed cash flow.  Fifteen loans are
modeled to pay off at maturity, and could refinance to a debt-
service coverage ratio (DSCR) above 1.25x.

The largest contributor to loss (6.6% of pool balance) is a 192-
unit multifamily property located in Smyrna, GA.  The property is
real estate owned (REO) and has been listed for sale.

The second largest contributor to loss (2.2%) is a 156-room
limited service hotel located in Fredericksburg, VA.  The loan is
current as of June 2012 and has a servicer reported year end 2011
DSCR of -0.51x.  The borrower is continuing with its marketing and
sales effort and will continue to support the property.

Fitch has affirmed the following classes, including assigning
Recovery estimates (RE) as indicated:

  -- $12.3 million class G notes at 'AAAsf'; Outlook Stable;
  -- $11.8 million class H notes at 'AAAsf'; Outlook Stable;
  -- $11.8 million class J notes at 'AAsf'; Outlook Stable;
  -- $11.8 million class K notes at 'BB+sf'; Outlook Stable;
  -- $11.8 million class L notes at 'Bsf'; Outlook Stable;
  -- $11.8 million class M notes at 'Csf'; RE 30%.

Fitch does not rate the class NR notes and previously withdrew the
ratings on the IO notes.  Classes A-1, A-2, B, C, D, E, and F have
paid in full.


FIRST UNION 2000-C1: Fitch Cuts Rating on $5.8MM L Notes to 'CCsf'
------------------------------------------------------------------
Fitch Ratings has downgraded two classes and removed three classes
from Rating Watch Negative of First Union National Bank Commercial
(FUNBC) Mortgage Trust's commercial mortgage pass-through
certificates, series 2000-C1.

The downgrades reflect Fitch modeled losses of 15.82% of the
remaining pool; modeled losses of the original pool are at 3.47%,
including losses already incurred to date.  Fitch has identified
four loans (28.1%) as Fitch Loans of Concern, which includes two
specially-serviced loans (25%).

Of the original 143 loans, 18 loans remain outstanding.  As of the
June 2011 distribution date, the pool's aggregate principal
balance has reduced by 90.4% to $74.3 million from $776.3 million
at issuance.  In addition six loans (16.5%) have been fully
defeased.  Interest shortfalls totaling $2,098,691 are currently
affecting classes J through N.

The largest contributor to modeled losses is a specially serviced
(10.9%) REO 206,011 square foot (sf) retail center located in
Decatur, IL.  The loan was transferred to special servicing in
January 2010 due to the borrower's request for a discounted
payoff.  The servicer reported occupancy as of March 2011 was 8%
even though the property was 87% leased with two vacant anchor
tenant spaces paying rent.  The trust took title to the property
through Deed in Lieu of Foreclosure in July 2011.

The second largest contributor to modeled losses is a loan (14.1%)
secured by an unanchored 70,853 sf retail property located in
Chicago, IL, and a block from the Chicago riverwalk.  The loan was
transferred to Special Servicing in January 2010 due to maturity
default.  The original maturity date was February 2010 and the
borrower was granted a one-year extension but has still been
unable to refinance.  The special servicer filed a foreclosure
complaint in January 2012 and in March 2012 made a determination
that future P&I advances are non-recoverable.

Fitch downgrades the following classes as indicated:

  -- $3.9 million class J to 'BBBsf' from 'A-sf';
     Outlook Negative; Removed from Rating Watch Negative.

  -- $5.8 million class L to 'CCsf' from 'CCCsf'; RE 45%.

Fitch affirms the following classes as indicated:

  -- $217,062 class E at 'AAAsf'; Outlook Stable;

  -- $11.6 million class F at 'AAAsf; Outlook Stable;

  -- $29.1 million class G at 'A+sf'; Outlook Stable;

  -- $7.8 million class H at 'Asf'; Outlook Negative; Removed from
     Rating Watch Negative;

  -- $7.8 million class K at 'B-sf'; Outlook Negative; Removed
     from Rating Watch Negative.

Class M remains at 'Dsf/RE 0%'. Class N, which is not rated by
Fitch has been reduced to zero from $14.6 million at issuance due
to realized losses.  Classes A-1, A-2, B, C, and D have paid in
full.


FLAGSHIP CREDIT 2012-1: S&P Gives 'BB' Rating on Class D Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Flagship Credit Auto Trust 2012-1's $109 million auto
receivables-backed notes.

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

The preliminary ratings are based on information as of June 26,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

-  The availability of approximately 34.4%, 26.9%, and 21.2%
    credit support (including excess spread) for the class B, C,
    and D notes, respectively, based on stress cash flow
    scenarios, which provide approximately 2.3x, 1.75x, and 1.4x
    coverage of our 13.75%-14.25% expected cumulative net loss for
    the class A, B, C, and D notes.

-  The availability of approximately 70.62% hard credit
    enhancement at closing for the class A notes. While the credit
    enhancement afforded to this class exceeds its stressed 'A+'
    scenario of approximately 2.5x expected losses, its
    preliminary rating on the class A notes reflects other
    limiting factors.

-  The timely interest and principal payments made under stress
    cash flow modeling scenarios that are appropriate to the
    preliminary rating categories.

-  S&P's expectation that under a moderate ('BBB') stress
    scenario, all else being equal, its ratings on the class A
    notes will not be lowered, and its ratings on the class B, C,
    and D notes will remain within two rating categories of the
    assigned preliminary ratings. This is within the two-category
    rating tolerance for 'A', 'BBB', and 'BB' rated securities, as
    outlined in S&P's credit stability criteria.

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

-  The characteristics of the collateral pool being securitized.

-  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/1111687.pdf

PRELIMINARY RATINGS ASSIGNED

Flagship Credit Auto Trust 2012-1

Class    Rating        Type            Interest        Amount
                                       rate(i)    (mil. $)(i)
A        A+ (sf)       Senior          Fixed            36.00
B        A (sf)        Subordinate     Fixed            55.00
C        BBB (sf)      Subordinate     Fixed            10.90
D        BB (sf)       Subordinate     Fixed             7.10

(i) The interest rates and actual sizes of these tranches will be
    determined on the pricing date.


FMC REAL: Improved Credit Cues Fitch to Upgrade Ratings
-------------------------------------------------------
Fitch Ratings has upgraded three classes and affirmed two classes
of FMC Real Estate CDO 2005-1 Ltd. (FMC 2005-1) reflecting Fitch's
base case loss expectation of 46.6%. Fitch's performance
expectation incorporates prospective views regarding commercial
real estate market values and cash flow declines.

The upgrades to the senior-most classes are attributable to
significantly improved credit enhancement due to paydown, as the
CDO exited its reinvestment period in August 2010.  Since Fitch's
last ratings action, the class A-1 and A-2 notes have paid in full
and class B has received paydown of $27.5 million.  Seven assets,
with a par balance of $107.4 million, paid off or were disposed of
since Fitch's last ratings action at an average loss severity of
30% ($32.5 million in realized losses to par).  Defaulted assets
have risen to 59% from 38.3%, while loans of concern have
increased to 28.6% from 12.7%.  In addition, 40% of the remaining
collateral is real estate owned (REO).

FMC 2005-1 is a commercial real estate (CRE) CDO managed by SCFFI
GP LLC, an affiliate of Five Mile Capital.  The portfolio is
concentrated, with only 14 loans remaining.  As of the May 2012
trustee report and per Fitch categorizations, the current CDO
collateral consists of 54.6% senior debt, 23.6% B-notes, 21.7%
mezzanine debt, and less than 1% cash.

Under Fitch's methodology, approximately 98% of the portfolio 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 8.9% from generally year-end 2011.  Modeled recoveries
have improved slightly from Fitch's last ratings action to
approximately 52%.

The largest contributor to Fitch's base case loss expectation is a
defaulted mezzanine loan (11.5%) secured by ownership interests in
a portfolio of five resort hotels located in Wailea, HI; La
Quinta, CA; Phoenix, AZ; Miami, FL; and Berkeley, CA.  The
mezzanine position remains significantly over-leveraged, and Fitch
modeled a full loss in its base case scenario.

The next largest contributor to Fitch's base case loss expectation
is a first mortgage (10%) on a two-building office property
comprising 230,650 square feet (sf), located in the Detroit suburb
of Troy, MI.  The property has suffered from tenant rollover, and
Fitch modeled a significant loss on this loan in its base case
scenario.

The third largest contributor to Fitch's base case loss
expectation is a C-note secured by a 1.3 million-sf regional mall
located in Bloomingdale, IL.  In June 2012, the securitized A-note
(in JPMC 2007-FL1) reported a 40% loss severity from a discounted
payoff.  Therefore, Fitch modeled a full loss on the CDO position
and expects the write-down to be reflected in the CDO's June
reporting.

This transaction was analyzed according to the 'Surveillance
Criteria for U.S. CREL CDOs and CMBS Large Loan Floating-Rate
Transactions', which applies stresses to property cash flows and
debt service coverage ratio tests to project future default levels
for the underlying portfolio.  Recoveries are based on stressed
cash flows and Fitch's long-term capitalization rates.  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'.  The
breakeven rates for classes B through D pass the cash flow model
at the ratings listed below.  Further, due to the concentrated
nature of the pool and significant percentage of defaulted assets
and Fitch Loans of Concern, Fitch performed additional sensitivity
analysis, which assumed all loans term default, as well as applied
additional cash flow stresses.  In this scenario, the credit
enhancement for classes B through D is consistent with the ratings
listed below.

The 'CCC' ratings for classes E and F are based on a deterministic
analysis that considers Fitch's base case loss expectation for the
pool and the current percentage of defaulted assets and Fitch
Loans of Concern, factoring in anticipated recoveries relative to
each class's credit enhancement.

Fitch upgrades the following classes and revises or assigns Rating
Outlooks as indicated:

  -- $16.4 million class B to 'AAsf' from 'BBsf'; Outlook to
     Stable from Positive;
  -- $49.4 million class C to 'BBBsf' from 'Bsf'; Outlook Stable;
  -- $34.1 million class D to 'Bsf' from 'CCCsf'; Outlook Stable.

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

  -- $13.2 million class E at 'CCCsf'; RE 100%;
  -- $22 million class F at 'CCCsf'; RE 30%.

The class A-1 and A-2 notes have paid in full.  Fitch previously
withdrew the ratings of classes G and H following the surrender
and cancellation of those certificates.  Fitch does not rate the
$53.8 million preferred shares.


GCO EDUCATION: Fitch Affirms 'Bsf' Rating on Jr. Subordinate Loan
-----------------------------------------------------------------
Fitch Ratings affirms the senior student loan notes at 'AAAsf' and
junior subordinate student loan note at 'Bsf' and upgrades the
subordinate student loan notes to 'BBsf' from 'Bsf' issued by GCO
Education Loan Funding Master Trust II.  The Rating Outlook on the
senior notes, which is tied to the sovereign rating of the U.S.
government, remains Negative, while the Rating Outlook on the
subordinate and junior subordinate notes remains Stable.
Fitch used its 'Global Structured Finance Rating Criteria' and
'Rating U.S. Federal Family Education Loan Program Student Loan
ABS' to review the ratings.

The ratings on the senior notes are affirmed and the ratings on
the subordinate notes are upgraded based on the sufficient level
of credit enhancement (consisting of subordination,
overcollateralization, and the projected minimum excess spread) to
cover the applicable risk factor stresses.  Since last review, the
subordinate notes parity, which excludes the junior subordinate
note, increased considerably from 99.75% to 101.31%, although
credit is given only up to the release level of 100.50%.  While
Fitch calculated total parity, which includes the junior
subordinate note, increased slightly from 97.34% to 98.57%,
signifying continued under collateralization of the junior
subordinate note.

Fitch has taken the following rating actions:

GCO Education Loan Funding Master Trust II:

  -- 2006-2 A-1AR affirmed at 'AAAsf'; Outlook Negative;
  -- 2006-2 A-1RRN affirmed at 'AAAsf'; Outlook Negative;
  -- 2006-2 A-2AR affirmed at 'AAAsf'; Outlook Negative;
  -- 2006-2 A-2L affirmed at 'AAAsf'; Outlook Negative;
  -- 2006-2 A-3AR affirmed at 'AAAsf'; Outlook Negative;
  -- 2006-2 A-3L affirmed at 'AAAsf'; Outlook Negative;
  -- 2006-2 A-4AR affirmed at 'AAAsf'; Outlook Negative;
  -- 2007-1 A-5AR affirmed at 'AAAsf'; Outlook Negative;
  -- 2007-1 A-5L affirmed at 'AAAsf'; Outlook Negative;
  -- 2007-1 A-6AR affirmed at 'AAAsf'; Outlook Negative;
  -- 2007-1 A-6L affirmed at 'AAAsf'; Outlook Negative;
  -- 2007-1 A-7AR affirmed at 'AAAsf'; Outlook Negative;
  -- 2007-1 A-7L affirmed at 'AAAsf'; Outlook Negative;
  -- 2006-2 B-2AR upgraded to 'BBsf' from 'Bsf'; Outlook Stable;
  -- 2006-2 B-3AR upgraded to 'BBsf' from 'Bsf'; Outlook Stable;
  -- 2007-1 C-1L affirmed at 'Bsf'; Outlook Stable.


GILLESPIE CLO: S&P Raises Rating on Class E Notes to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the A-1,
A-2, A-3, B, C, D, and E notes from Gillespie CLO PLC.

"Gillespie CLO PLC is a collateralized loan obligation (CLO)
transaction managed by BNP Paribas S.A. The portfolio primarily
consists of senior secured leverage loans denominated in Euros,
British pounds, and U.S. dollars. According to the May 31, 2012,
trustee report, about 16.5% of the portfolio assets are non-EUR
denominated. The class A-2 notes is a multicurrency revolver that
can be issued in three currencies (EUR, GBP, USD). The class A-1,
A-3, B, C, D, and E notes are Euro-denominated," S&P said.

"The upgrades mainly reflect the improved credit performance we
have observed in the underlying asset pool since our March 2010
rating actions. In particular, the amount of defaulted assets has
decreased. Based on the May 2012 trustee report, which we used for
's rating actions, the transaction held EUR8 million of defaulted
assets, compared with EUR20 million in the February 2010 trustee
report. Also, the transaction has paid down class A-1 and A-2
notes as a result of O/C tests failure prior to March 2012.
Subsequently, the transaction has benefited from an increase in
the overcollateralization (O/C) available to support the notes,"
S&P said. The transaction was passing all the O/C tests as of May
31, 2012. The trustee reported these O/C ratios:

    The class A/B O/C ratio was 136.05%, compared with a reported
    ratio of 121.48% in February 2010;

    The class C O/C ratio was 122.74%, compared with a reported
    ratio of 110.77% in February 2010;

    The class D O/C ratio was 113.12%, compared with a reported
    ratio of 102.87% in February 2010; and

    The class E O/C ratio was 106.29%, compared with a reported
    ratio of 97.03% in February 2010.

"We also noted that all notes were current in their interest
payments in May 2012 and did not have any outstanding deferred
interest. The transaction paid off the previously deferred
interest for classes D and E in February 2011 and August 2011,
respectively," S&P said.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Gillespie CLO PLC
                     Rating
Class           To           From
A-1             AAA (sf)     AA+ (sf)
A-2             AAA (sf)     AA+ (sf)
A-3             AA+ (sf)     AA- (sf)
B               AA- (sf)     A- (sf)
C               BBB+ (sf)    BBB- (sf)
D               BB+ (sf)     B+ (sf)
E               B- (sf)      CC (sf)


GMAC COMMERCIAL: Stable Performance Cues Fitch to Affirm Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed GMAC Commercial Mortgage Securities,
Inc.'s mortgage pass-through certificates, series 1998-C2.

The affirmations are the result of stable performance relative to
the previous rating action for the remaining pool.  Fitch modeled
losses of 6.5% of the remaining pool; expected losses of the
original pool are at 2.7% including losses already incurred to
date.

As of the June 2012 distribution date, the pool's aggregate
principal balance has been paid down by 92.7% to $185.1 million
from $2.53 billion at issuance.

The largest contributor to modeled losses is an REO 26,543 square
foot (sf) retail building (2.1% of the pool) previously occupied
by Circuit City and located in Cortlandt, New York.  The judicial
foreclosure was completed in February 2011 for the 100% vacant
building.  Onyx Management Group, LLC has been retained in order
to manage the building.  The special servicer is currently
securing a broker and approving a price in order to market the
property for sale.

The second largest contributor to modeled losses, Georgetown Plaza
Shopping Center (2.08% of the pool), is secured by an 111,600sf
retail center in Indianapolis, IN.  The borrower was unable to
refinance partly due to environmental issues relating to a former
tenant at the site.  The special servicer has worked with the
borrower and insurance company to complete remediation activities
at the site.  A plan has been approved and the special servicer is
currently evaluating workout options.

The third largest contributor to modeled losses is 7277 World
Communications Drive (Sitel Corp.), an REO 42,000 sf office
building located Omaha, NE.  The special servicer has completed
capital improvements on the building's HVAC system and is
marketing the property for sale.  There are a number of interested
buyers that the special servicer is evaluating offers from at this
time.

Fitch affirms the following classes as indicated:

  -- $77.1 million class F at 'AAAsf'; Outlook Stable;
  -- $44.3 million class G at 'AAAsf'; Outlook Stable;
  -- $18.9 million class H at 'Asf'; Outlook Stable;
  -- $18.9 million class J at 'BBsf'; Outlook Stable;
  -- $18.9 million class K at 'Csf' RE 75;
  -- $6.8 million class L at 'Dsf'; RE 0.

Fitch does not rate class N. Class M is currently rated 'Dsf'; RE
0 and has been reduced to zero due to realized losses.  Classes A-
1, A-2, and B through E have paid in full.  Class X was previously
withdrawn.

GMAC COMMERCIAL: Moody's Cuts Ratings on 3 Note Classes to 'C'
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of five classes,
downgraded seven classes and placed four of the downgraded classes
on review for possible downgrade of GMAC Commercial Mortgage
Securities, Inc., Series 2004-C2 as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Aug 16, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Aug 16, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Aug 16, 2004
Definitive Rating Assigned Aaa (sf)

Cl. B, Downgraded to A2 (sf) and Placed Under Review for Possible
Downgrade; previously on Feb 9, 2011 Downgraded to Aa2 (sf)

Cl. C, Downgraded to Baa2 (sf) and Placed Under Review for
Possible Downgrade; previously on Feb 9, 2011 Downgraded to A2
(sf)

Cl. D, Downgraded to B1 (sf) and Placed Under Review for Possible
Downgrade; previously on Dec 15, 2011 Downgraded to Ba1 (sf)

Cl. E, Downgraded to Caa2 (sf) and Placed Under Review for
Possible Downgrade; previously on Dec 15, 2011 Downgraded to B1
(sf)

Cl. F, Downgraded to C (sf); previously on Dec 15, 2011 Downgraded
to Caa1 (sf)

Cl. G, Downgraded to C (sf); previously on Dec 15, 2011 Downgraded
to Caa3 (sf)

Cl. H, Downgraded to C (sf); previously on Feb 9, 2011 Downgraded
to Ca (sf)

Cl. J, Affirmed at C (sf); previously on Feb 9, 2011 Downgraded to
C (sf)

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

Ratings Rationale

The affirmations of the principal classes are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed 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 downgrades are due to higher than expected realized and
anticipated losses from specially serviced and troubled loans.
Four out of the seven downgraded classes are placed on review for
possible downgrade due to ongoing concerns about loans in special
servicing and on the master servicer's watchlist.

Moody's rating action reflects a cumulative base expected loss of
9.0% of the current balance compared to 8.7% at last review. Base
expected loss plus realized losses to date total 10.3% compared to
8.2% at last review. Both increases are attributable to higher
realized and forecast losses from specially serviced 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 Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a pay down analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying credit assessment 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 assessments 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 assessments; 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 14, down from 15 at last review.

In cases where the Herf falls below 20, Moody's employs the large
loan/single borrower methodology. This methodology uses 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 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 December 15, 2011.

DEAL PERFORMANCE

As of the June 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 27% to $686.4
million from $933.7 million at securitization. The Certificates
are collateralized by 58 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans, excluding
defeasance, representing 46% of the pool. Nine loans, representing
31% of the pool, have defeased and are secured by U.S. government
securities. There are two loans representing 16% of the pool with
investment grade credit assessments.

There are twelve loans, representing 16% of the pool, on the
master servicer's watchlist, compared to twelve loans,
representing 11% 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.

Nine loans have been liquidated from the pool since securitization
resulting in an aggregate realized loss totaling $34.2 million
(average loss severity of 41%). There are currently four loans,
representing 12% of the pool, in special servicing compared to six
loans, representing 15% of the pool, at last review. The largest
specially serviced loan is the Parmatown Shopping Center Loan
($61.9 million -- 9.0% of the pool), which is secured by the
borrower's interest in 861,207 square feet (SF) of an
approximately 1.2 million SF enclosed regional shopping mall
located in Parma, Ohio. The loan was transferred to special
servicing in January 2011 due to imminent default. A Managing
Director of CBRE was appointed receiver July 2011 and Eastdil was
engaged to sell the note. Macy's announced earlier this year that
they will close its store at this mall. Moody's has estimated an
aggregate $51.6 million loss (62% expected loss) for the four
specially serviced loans.

Moody's has assumed a high default probability for three poorly
performing loans representing 19% of the pool and has estimated a
$3.5 million aggregate loss (19% expected loss based on a 50%
probability of default) from these troubled loans.

Moody's was provided with full year 2010 and full year 2011
operating results for 95% and 87% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average conduit LTV is 88% compared to 71% at
last full review. Moody's net cash flow reflects a weighted
average haircut of 11.5% 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 conduit DSCRs are 1.33X and 1.2X, respectively,
compared to 1.68X and 1.5X, respectively, at last full review.
Moody's actual DSCR is based on Moody's net cash flow (NCF) and
the loan's actual debt service. Moody's stressed DSCR is based on
Moody's NCF and a 9.25% stressed rate applied to the loan balance.

The largest loan with a credit assessment is the Jersey Gardens
Loan ($73.2 million -- 10.7% of the pool), which represents a 52%
participation interest in a $141.9 million first mortgage loan.
The loan is secured by the borrower's interest in a 1.3 million SF
outlet mall located in Elizabeth, New Jersey. The largest tenants
are Loews Theatres, Burlington Coat Factory and Forever 21. The
property was 100% leased as of December 2011, the same as at last
review. Property performance has improved in each of the past
three years. The loan sponsor is Glimcher Realty Trust (Moody's
senior unsecured rating (P)Ba3; positive outlook). Moody's current
credit assessment and stressed DSCR for the senior loan are A2 and
2.22X, respectively, compared to A2 and 2.03X at last review.

The second largest loan with a credit assessment is the 731
Lexington Avenue Loan ($39.4 million -- 5.7% of the pool), which
represents a 16% participation interest in the senior portion of a
first mortgage loan totaling $247.7 million. The loan is secured
by a 694,000 SF office condominium situated within a 1.4 million
square foot complex located in midtown Manhattan. The property is
also encumbered by an $86 million B-note that is held outside of
the trust. The property is 100% leased to Bloomberg, LP through
2028. Moody's current credit assessment and stressed DSCR are A3
and 2.16X, respectively, compared to A3 and 2.1X at last review.

The top three performing conduit loans represent 13% of the pool
balance. The largest conduit loan is the Military Circle Mall Loan
($54.6 million -- 7.9% of the pool), which is secured by a 740,788
SF enclosed regional shopping mall located in Norfolk, Virginia.
Anchor tenants include JC Penney, Macy's and Cinemark Theater.
Sears recently closed its store at this location as announced
earlier this year. Financial performance for full year 2011
declined slightly since last review even though occupancy
increased to 92% as of December 2011 compared to 89% at last
review. Moody's stressed the property cash flow to reflect the
loss of Sears as an anchor tenant and to capture the negative
impact on the mall's ongoing leasing and financial performance.
The loan is also on the master servicer's watchlist due to the
loss of Sears. Moody's LTV and stressed DSCR are 115% and 0.89X,
respectively, compared to 83% and 1.24X at last review.

The second largest loan is the Escondido Village Shopping Center
Loan ($16.9 million -- 2.5% of the pool), which is secured by a
191,629 SF retail center located north of San Diego in Escondido,
California. Financial performance has been steady for the past two
years. The center was 93% leased as of December 2011 compared to
96% leased at last review. Moody's LTV and stressed DSCR are 81%
and 1.24X, respectively, compared to 82% and 1.22X at last review.

The third largest loan is the Stonybrook Apartments Loan ($14.0
million -- 2.0% of the pool), which is secured by a 258-unit
apartment complex located in Deptford, New Jersey. Financial
performance has consistently improved over the past three years
due to sustained occupancy. The property was 93% leased as of
March 2012 versus 92% at last review. Moody's LTV and stressed
DSCR are 87% and 1.05X, respectively, compared to 94% and 0.98X at
last review.


GREENWICH CAPITAL 2003-C2: S&P Cuts Ratings on 2 Classes to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
from 'CCC- (sf)' on the class N and O commercial mortgage pass-
through certificates from Greenwich Capital Commercial Funding
Corp.'s series 2003-C2, a U.S. commercial mortgage-backed
securities (CMBS) transaction.

"We downgraded the class N and O certificates because we expect
accumulated interest shortfalls to remain outstanding for the
foreseeable future. Classes N and O had accumulated interest
shortfalls outstanding for 11 months," S&P said.

"As of the June 7, 2012, trustee remittance report, the trust
experienced monthly interest shortfalls totaling $22,636 due
primarily to appraisal subordinate entitlement reduction (ASER)
amounts related to the three loans ($55.3 million, 6.3%) with the
special servicer, LNR Partners LLC (LNR), and special servicing
fees ($12,742). Appraisal reduction amounts (ARAs) totaling $23.8
million were in effect for the three specially serviced loans, and
the reported monthly reported ASER amounts were $127,582. The
reported monthly interest shortfalls, net of ASER recoveries for
this period, of $119,631, totaled $22,636," 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

Greenwich Capital Commercial Funding Corp.
Commercial mortgage pass-through certificates series 2003-C2
                                         Reported
        Rating           Credit      interest shortfalls
Class  To      From      enhcmt(%)  Current  Accumulated
N      D (sf)  CCC- (sf)      1.14  (31,917)     235,096
O      D (sf)  CCC- (sf)      0.41   28,394      312,339


GREENWICH COMMERCIAL: Moody's Affirms 'C' Rating on Cl. M Certs.
----------------------------------------------------------------
Moody's Investors Service affirmed five classes of Greenwich
Commercial Mortgage Acceptance Corp, Commercial Mortgage Pass-
Through Certificates 1999-C1 as follows:

Cl. J, Affirmed at Baa3 (sf); previously on May 24, 2007 Upgraded
to Baa3 (sf)

Cl. K, Affirmed at Ba2 (sf); previously on May 24, 2007 Upgraded
to Ba2 (sf)

Cl. L, Affirmed at Caa1 (sf); previously on Jul 30, 2009
Downgraded to Caa1 (sf)

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

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

Ratings Rationale

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

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

Moody's rating action reflects a cumulative base expected loss of
7.5% of the current balance compared to 27.3% at last review. The
decline in base expected loss since last review is offset by
increased losses. Base expected loss plus realized losses at this
review total 3.1% compared to 3.2% 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, "Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

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

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 4 compared to 9 at last review.

In cases where the Herf falls below 20, Moody's employs the large
loan/single borrower methodology. This methodology uses 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 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 97% to $22.0
million from $733.8 million at securitization. The Certificates
are collateralized by 16 mortgage loans ranging in size from less
than 1% to 24% of the pool. Five loans, representing 19% of the
pool, are defeased and collateralized by US Government Securities.

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

Twenty loans have been liquidated from the pool since
securitization resulting in an aggregate $21.5 million loss
(average loss severity of 34%). Two loans, representing 27% of the
pool, are currently in special servicing. The largest specially
serviced loan is the Shoppes of Kenwood Loan ($4.7 million--21.2%
of the pool). The loan was transferred to special servicing in
January 2009 for maturity default. The borrower filed bankruptcy
in June 2010. The borrower and lender filed a joint plan or
reorganization which was approved by the court. The loan is in the
process of being transferred back to the master servicer. The
second loan in special servicing is the Lexington Center Loan
($1.3 million - 6.0% of the pool). The loan was transferred to
special servicing in October 2009 as the result of maturity
default. Foreclosure occurred in December 2011 and the loan is now
real estate-owned (REO). Moody's has estimated a minimal loss for
the specially serviced loans.

Moody's has assumed a high default probability for one poorly
performing loan representing 24% of the pool and has estimated a
$700,000 loss (13% expected loss based on a 50% probability
default) from this troubled loans.

Moody's was provided with full year 2010 and full year 2011
operating results for 92% and 99% of the performing pool
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 74% compared to 78% at last full
review. Moody's net cash flow reflects a weighted average haircut
of 8.4% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
11.1%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.19X and 2.47X, respectively, compared to
1.23X and 2.41X, respectively, at last full review. Moody's actual
DSCR is based on Moody's net cash flow (NCF) and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stressed rate applied to the loan balance.

The top three performing conduit loans represent 41% of the pool.
The largest loan is the Holiday Inn Express and Suites Loan ($5.2
million -- 23.8% of the pool), which is secured by a 120-key hotel
located in Eagan, Minnesota. The loan had transferred into special
servicing in November 2009 when the borrower sought a
modification. The modification was denied and the loan returned to
the master servicer in July 2010. The loan has been on the master
servicer's watchlist since August 2010 due to low DSCR, however
performance improved in 2011. Moody's LTV and stressed DSCR are
137% and 0.95X, respectively, compared to 141% and 0.92X, at last
review.

The second largest loan is the Holiday Inn, New Ulm Loan ($2.1
million -- 9.6% of the pool), which is secured by a 126-key hotel
located in New Ulm, Minnesota. Property performance has improved
every year since 2008. The loan is also benefiting from a 300-
month amortization schedule. Moody's LTV and stressed DSCR are 51%
and 2.55X, respectively, compared to 58% and 2.24X at last review.

The third largest loan is the Deon Square Shopping Center Loan
($1.6 million -- 7.2% of the pool), which is secured by a 77,000
square foot retail property located in Bristol, Pennsylvania. The
loan is fully amortizing and matures in June 2015. As of February
2012, the property was 100% leased. Moody's LTV and stressed DSCR
are 25% and >4.0X, respectively, compared to 28% and 3.69X at last
review.




GSAA HOME: Moody's Downgrades Ratings on Three Tranches to 'C'
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 15
tranches, upgraded the ratings of five tranches, and confirmed the
ratings of three tranches from eight RMBS transactions, backed by
Alt-A loans, issued by GSAA Home Equity Trust.

Ratings Rationale

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

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.

Moody's adjusts the methodologies noted above for 1) Moody's
current view on loan modifications 2) small pool volatility

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.

Small Pool Volatility

The above RMBS approach only applies to structures with at least
40 loans and a pool factor of greater than 5%. Moody's can
withdraw its rating when the pool factor drops below 5% and the
number of loans in the deal declines to 40 loans or lower. If,
however, a transaction has a specific structural feature, such as
a credit enhancement floor, that mitigates the risks of small pool
size, Moody's can choose to continue to rate the transaction.

For pools with loans less than 100, Moody's adjusts its
projections of loss to account for the higher loss volatility of
such pools. For small pools, a few loans becoming delinquent would
greatly increase the pools' delinquency rate.

To project losses on Alt-A pools with fewer than 100 loans,
Moody's first calculates an annualized delinquency rate based on
vintage, number of loans remaining in the pool and the level of
current delinquencies in the pool. For Alt-A and Option Arm pools,
Moody's first applies a baseline delinquency rate of 10% for 2004,
5% for 2003 and 3% for 2002 and prior. Once the loan count in a
pool falls below 76, this rate of delinquency is increased by 1%
for every loan fewer than 76. For example, for a 2004 pool with 75
loans, the adjusted rate of new delinquency is 10.1%. Further, to
account for the actual rate of delinquencies in a small pool,
Moody's multiplies the rate calculated above by a factor ranging
from 0.50 to 2.0 for current delinquencies that range from less
than 2.5% to greater than 30% respectively. Moody's then uses this
final adjusted rate of new delinquency to project delinquencies
and losses for the remaining life of the pool under the approach
described in the methodology publication.

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 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 8.2% 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: GSAA Home Equity Trust 2004-10

Cl. AF-3, Upgraded to Aa2 (sf); previously on Jan 31, 2012 A1 (sf)
Placed Under Review for Possible Upgrade

Cl. M-1, Downgraded to B3 (sf); previously on Mar 15, 2011
Downgraded to Ba3 (sf)

Cl. M-2, Downgraded to C (sf); previously on Mar 15, 2011
Downgraded to Caa3 (sf)

Issuer: GSAA Home Equity Trust 2004-4

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

Cl. A-2B, Upgraded to A1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

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

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

Issuer: GSAA Home Equity Trust 2004-5

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

Issuer: GSAA Home Equity Trust 2004-6

Cl. A-2, Upgraded to Ba1 (sf); previously on Jan 31, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Issuer: GSAA Home Equity Trust 2004-7

Cl. AF-4, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. AF-5, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

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

Cl. M-2, Downgraded to C (sf); previously on Mar 15, 2011
Downgraded to Ca (sf)

Issuer: GSAA Home Equity Trust 2004-8

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

Cl. M-2, Downgraded to C (sf); previously on Mar 15, 2011
Downgraded to Ca (sf)

Issuer: GSAA Trust 2004-3

Cl. AF-4, Downgraded to Baa1 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

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

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

Issuer: GSAA Trust 2004-CW1

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

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

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

Cl. A-P, Downgraded to Baa3 (sf); previously on Mar 15, 2011
Downgraded to A2 (sf)

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

A list of these actions including CUSIP identifiers may be found
at http://moodys.com/viewresearchdoc.aspx?docid=PBS_SF289136

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


GS MORTGAGE 2007-GG10: Moody's Cuts Rating on D Certs. to 'Ca'
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
and affirmed 18 classes of GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series 2007-GG10 as
follows:

Cl. A-2, Affirmed at Aaa (sf); previously on Oct 26, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Oct 26, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed at Aaa (sf); previously on Oct 26, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at A1 (sf); previously on Oct 5, 2010 Downgraded
to A1 (sf)

Cl. A-1A, Affirmed at A1 (sf); previously on Oct 5, 2010
Downgraded to A1 (sf)

Cl. A-M, Downgraded to Ba1 (sf); previously on Oct 5, 2010
Downgraded to Baa1 (sf)

Cl. A-J, Downgraded to Caa1 (sf); previously on Oct 5, 2010
Downgraded to B2 (sf)

Cl. B, Downgraded to Caa2 (sf); previously on Oct 5, 2010
Downgraded to B3 (sf)

Cl. C, Downgraded to Caa3 (sf); previously on Oct 5, 2010
Downgraded to Caa2 (sf)

Cl. D, Downgraded to Ca (sf); previously on Oct 5, 2010 Downgraded
to Caa3 (sf)

Cl. E, Affirmed at C (sf); previously on Oct 5, 2010 Downgraded to
C (sf)

Cl. F, Affirmed at C (sf); previously on Oct 5, 2010 Downgraded to
C (sf)

Cl. G, Affirmed at C (sf); previously on Oct 5, 2010 Downgraded to
C (sf)

Cl. H, Affirmed at C (sf); previously on Oct 5, 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. P, Affirmed at C (sf); previously on Nov 19, 2009 Downgraded
to C (sf)

Cl. Q, Affirmed at C (sf); previously on Nov 19, 2009 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 higher than expected losses from
specially serviced and troubled loans.

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

Moody's rating action reflects a cumulative base expected loss of
15% of the current balance. At last review, Moody's cumulative
base expected loss was 12%. 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, 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 assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment 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 assessment
level, is incorporated for loans with similar credit assessments
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 assessments; 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 32 compared to 35 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 July 7, 2011.

DEAL PERFORMANCE

As of the June 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 9% to $6.9 billion
from $7.5 billion at securitization. The Certificates are
collateralized by 188 mortgage loans ranging in size from less
than 1% to 10% of the pool, with the top ten loans representing
45% of the pool. There are no loans that have defeased and no
loans have an investment grade credit assessment.

Forty-eight loans, representing 44% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Eleven loans have been liquidated from the pool, resulting in a
realized loss of $130 million (33% loss severity). Currently 42
loans, representing 23% of the pool, are in special servicing. The
largest specially serviced loan is the Two California Plaza Loan
($470 million -- 6.8% of the pool), which is secured by a 1.3
million square foot (SF), 54-story Class A office building located
in downtown Los Angeles. This loan was transferred to special
servicing in December 2010 due to imminent monetary default. The
special servicer is expecting to take title via foreclosure by end
of 2012. The property was 75% leased as of March 2012 compared to
84% at last review. The remaining 41 specially serviced loans are
secured by a mix of property types. Moody's estimates an aggregate
$620 million loss for the specially serviced loans (40% expected
loss on average).

Moody's was provided with full year 2011 operating results for 85%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 120% compared to 122% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 3% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.0%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.34X and 0.84X, respectively, compared to
1.30X and 0.84X 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 22% of the pool. The largest
loan is the Shorenstein Portland Portfolio Loan ($697.2 million --
10% of the pool), which is secured by 16 office properties located
in Portland, Oregon. The portfolio totals 3.8 million SF. As of
December 2011, the portfolio was 74% leased, compared to 80% at
last review and 94% at securitization. The portfolio boasts a
diversified tenant base yet many pre-2007 leases were signed at
what is now above market rents that will roll to lower market
rents upon renewal. The portfolio has significant rollover risk as
99% of the NRA expires during the loan term. The loan is interest-
only for the entire term and matures in 2017. Moody's stressed the
net cash flow to reflect an expected decline as leases roll.
Despite the loan's high leverage, Moody's did not classify this at
a troubled loan. Moody's LTV and stressed DSCR are 149% and 0.65X
compared to 137% and 0.71X, respectively, at last review.

The second largest loan is The Wells Fargo Tower Loan ($550
million -- 8% of the pool), which is secured by a 1.4 million
square foot (SF) Class A, 53-story office building located in
downtown Los Angeles. The loan was transferred to the special
servicer in April 2011 on the basis of imminent default, but was
returned in June 2011 after the borrower made timely payments for
multiple months. The property was 93% leased as of December 2011
compared to 99% at last review. Leases representing over 30% of
the NRA expire within the next six months. This includes two of
the building's largest tenants, Gibson, Dunn & Crutcher (21% of
the NRA, lease expiration on 11/28/12) and Wells Fargo (19% of the
NRA, lease expiration on 2/28/13). The borrower is in negotiation
with Wells Fargo on a 10-year renewal with an expected
commencement date in July 2013. In the interim, Wells Fargo has
been granted an extension to their renewal notice deadline. Moodys
has classified this loan as a troubled loan due to the significant
term rollover risk. Moody's LTV and stressed DSCR are 159% and
0.58X compared to 141% and 0.65X, respectively, at last review.

The third largest loan is the TIAA RexCorp New Jersey Portfolio
Loan ($270.4 million -- 3.9% of the pool), which is secured by six
separate Class A office buildings totaling 1.0 million SF located
in Madison, Short Hills and Morristown, New Jersey. As of December
2011, the portfolio was 74% leased compared to 87% at last review.
The portfolio's 2011 NOI droped 22%, which is directly attributed
to the drop in base rental revenue from the occupancy decline, as
well as several tenants renewing their leases at lower base rents.
The loan is interest-only for the entire term and matures in 2017.
Moody's LTV and stressed DSCR are 141% and 0.69X compared to 135%
and 0.72X, respectively, at last review.


HALCYON STRUCTURED: Moody's Lifts Rating on Cl. D Notes From 'Ba1'
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Halcyon Structured Asset Management Long
Secured/Short Unsecured 2007-1 Ltd.:

U.S.$32,000,000 Class B Senior Secured Floating Rate Notes Due
August 7, 2021, Upgraded to Aa1 (sf); previously on August 17,
2011 Upgraded to Aa3 (sf);

U.S.$28,000,000 Class C Senior Secured Deferrable Floating Rate
Notes Due August 7, 2021, Upgraded to A2 (sf); previously on
August 17, 2011 Upgraded to A3 (sf);

U.S.$27,500,000 Class D Secured Deferrable Floating Rate Notes Due
August 7, 2021, Upgraded to Baa3 (sf); previously on August 17,
2011 Upgraded to Ba1 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in August 2012. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive
"cushion" relative to certain covenant requirements. In
particular, the deal is assumed to benefit from higher diversity
and spread levels compared to the levels assumed at the last
rating action in August 2011. Moody's also notes that the
transaction's reported overcollateralization ratios are stable
since the last rating action.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $487.7 million,
defaulted par of $6.4 million, a weighted average default
probability of 20.23% (implying a WARF of 2698), a weighted
average recovery rate upon default of 46.97%, and a diversity
score of 61. 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.

Halcyon Structured Asset Management Long Secured/Short Unsecured
2007-1 Ltd., issued in July 2007, is a collateralized loan
obligation backed primarily by a portfolio of senior secured
loans.

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

Moody's modeled the transaction using 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% (2158)

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

Moody's Adjusted WARF + 20% (3238)

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

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2014 and
2016 which may create challenges for issuers to refinance. 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 commence and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and/or
collateral sales by the manager, which may have significant impact
on the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus 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.


HELLER FINANCIAL: Moody's Cuts Rating on Cl. X Certs. to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed two CMBS classes of Heller Financial Commercial
Mortgage Asset Corp., Mortgage Pass-Through Certificates, Series
2000 PH-1 as follows:

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

Cl. F, Affirmed at Aaa (sf); previously on Sep 25, 2008 Upgraded
to Aaa (sf)

Cl. H, Downgraded to Ca (sf); previously on Nov 3, 2010 Downgraded
to Caa3 (sf)

Cl. X, Downgraded to Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf)

Ratings Rationale

The downgrade of Class H is due to higher realized and anticipated
losses from specially serviced and troubled loans. The downgrade
of the IO class, Class X, is due to a decline in the credit
quality of its referenced classes.

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

Moody's rating action reflects a cumulative base expected loss of
approximately 14% of the current deal balance. At last review,
Moody's cumulative base expected loss was approximately 15%.
Realized losses have increased from 4.1% of the original balance
to 5.9% since the prior review. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of 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 pay down analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade underlying ratings is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the underlying rating level, is
incorporated for loans with similar credit estimates in the same
transaction.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 4 compared to a Herf of 8 at Moody's prior
review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.4 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 24, 2011.

Deal Performance

As of the May 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 94% to $62 million
from $957 million at securitization. The Certificates are
collateralized by 17 mortgage loans ranging in size from less than
1% to 38% of the pool, with the top ten loans (excluding
defeasance) representing 86% of the pool. The pool contains no
loans with investment-grade credit estimates. Six loans,
representing approximately 14% of the pool, are defeased and are
collateralized by U.S. Government securities.

There are no loans on the master servicer's watchlist. Thirty
loans have liquidated from the pool, resulting in an aggregate
realized loss of $57 million (42% average loan loss severity).
Currently, two loans, representing 17% of the pool, are in special
servicing. The largest specially serviced loan is the Key Bank
Building Loan ($9 million -- 14% of the pool), which is secured by
a 160,000 square foot office building located in downtown Akron,
Ohio. The largest tenant vacated in November 2011, leaving the
property 33% occupied. Mission Capital / Rockwood is marketing the
loan as part of a recent note sale offering.

Moody's estimates a $8 million loss for all specially serviced
loans.

Moody's was provided with full-year 2010 and partial year 2011
operating results for 89% and 78% of the performing pool,
respectively. Moody's weighted average conduit LTV is 69% compared
to 75% at last full review. Moody's net cash flow reflects a
weighted average haircut of 11.8% to the most recently available
net operating income. Moody's value reflects a weighted average
capitalization rate of 9.8%.

Moody's actual and stressed DSCRs are 1.29X and 1.60X,
respectively, compared to 1.24X and 1.50X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three performing conduit loans represent 51% of the pool.
The largest loan is the Valencia Marketplace Loan ($23 million --
38% of the pool). The loan is secured by a 180,000 square foot
retail center located in Valencia, California. The anchor is
supermarket retailer Vons, a subsidiary of Safeway, Inc. (Moody's
senior unsecured rating Baa3, stable outlook) Occupancy at the
center was 88% at year-end 2011 reporting, up slightly from 85% at
Moody's prior review. There is little lease rollover risk at the
property, and performance has been stable overall. Moody's current
LTV and stressed DSCR are 66% and 1.52X, respectively, compared to
67% and 1.50X at last review.

The second-largest loan is the Centre 71 and Centre 71 Annex Loan
($4 million -- 7% of the pool). The loan is secured by a 80,000
square foot strip center located in Tulsa, Oklahoma. The property
is located across a major thoroughfare from the super-regional
Woodland Hills Mall. At year-end 2011 reporting, the Centre 71
Annex was 54% leased, while the Centre 71 building was 76% leased.
The tenancy at the center consists primarily of local retailers.
The loan has passed its anticipated repayment date (ARD) in
October 2009. Moody's current LTV and stressed DSCR are 99% and
1.20X, respectively, compared to 87% and 1.37X at last review.

The third-largest loan is the B&A Self Storage Loan ($4 million --
6% of the deal). The loan is secured by a 110,000 square foot
self-storage facility located in Los Angeles, California. Loan
performance has been relatively stable. Moody's current LTV and
stressed DSCR are 56% and 1.92X respectively, compared to 50% and
2.16X at last review.


JP MORGAN 1999-C8: Moody's Affirms Rating on X Certs. at 'Caa3'
---------------------------------------------------------------
Moody's Investors Service affirmed three classes of J.P. Morgan
Commercial Mortgage Finance Corp., Mortgage Pass-Through
Certificates, Series 1999-C8 as follows:

Cl. G Certificate, Affirmed at B1 (sf); previously on Aug 11, 2011
Upgraded to B1 (sf)

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

Cl. X Certificate, 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
7.1% of the current balance compared to 1.4% at last review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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 assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment 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 assessment
level, is incorporated for loans with similar credit assessment 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 assessments; 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 9 compared to 10 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.4 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 11, 2011.

DEAL PERFORMANCE

As of the June 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 97% to $21.9
million from $713.5 million at securitization. The Certificates
are collateralized by 14 mortgage loans ranging in size from less
than 1% to 23% of the pool, with the top ten loans representing
90% of the pool. One loan, representing 2% of the pool, has
defeased and is secured by U.S. Government securities.

Two loans are on the master servicer's watchlist, representing 17%
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.

Twenty-two loans have been liquidated since securitization, of
which 16 loans generated an aggregate $56.2 million loss (52%
average loss severity). Currently, there is one loan in special
servicing, representing 4% of the pool. Moody's has estimated a
loss of $450,000 for this loan (44% expected loss).

Moody's has assumed a high default probability for one poorly
performing loan representing 13% of the pool and has estimated a
$874,000 loss (30% expected loss based on a 75% probability
default) from this troubled loan.

Moody's was provided with full year 2010 and 2011 operating
results for 100% and 65% of the conduit pool, respectively.
Excluding defeased, special and troubled loans, Moody's weighted
average conduit LTV is 53% compared to 59% at last Moody's prior.
Moody's net cash flow (NCF) 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 10.1%.

Excluding defeased, special and troubled loans, Moody's actual and
stressed conduit DSCRs are 1.30X and 2.74X, respectively, compared
to 1.26X and 2.22X 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 top three conduit loans represent 46% of the pool. The largest
conduit loan is the Quail Park III Loan ($5.0 million -- 23% of
the pool), which is secured by a 71,296 square foot (SF) medical
office property located in Las Vegas, Nevada. As of December 2011
the property was 70% leased compared to 74% at last review. Net
operating income has been declining since 2010 due to increasing
vacancy. The loan has amortized 21% since securitization. Moody's
LTV and stressed DSCR are 85% and 1.3X, respectively, compared to
77% and 1.44X at last review.

The second largest loan is the Ridge Terrace Healthcare Center
($2.9 million -- 13% of the pool), which is secured by a 120-bed
healthcare center located in South Palm Beach, Florida. The loan
is the watch list for low debt service coverage ratio (DSCR). Loan
is scheduled to fully amortize in less than 84 months. Moody's LTV
and stressed DSCR are 152% and 0.96X, respectively, compared to
106% and 1.38X at last review.

The third largest loan is the Bayshore Plaza Shopping Center ($2.2
million -- 10% of the pool), which is secured by a 57,000 SF
retail property in Huntersville, North Carolina. As of December
May 2012, the property was 97% leased compared to 100% in 2010.
The largest tenant is Tony Fabric D‚cor, which leases 38% of the
net rentable area through 2014. Performance remains stable.
Moody's LTV and stressed DSCR are 39% and 2.73X, respectively,
compared to 40% and 2.61X at last review.


JP MORGAN 2004-FL1: S&P Lowers Rating on Cl. L Certs to 'CCC-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'CCC-
(sf)' from 'BB (sf)' on the class L commercial mortgage pass-
through certificates from JPMorgan Chase Commercial Mortgage
Securities Corp.'s series 2004-FL1, a U.S. commercial mortgage-
backed securities (CMBS) transaction.

"We downgraded class L due to accumulated interest shortfalls
outstanding for five consecutive months," S&P said.

"As of the June 18, 2012, trustee remittance report, the trust had
experienced monthly interest shortfalls totaling $4,308 due to
interest not advanced on the sole remaining loan in the trust, the
Oasis Apartments loan, which the master servicer, Midland Loan
Services, determined to be nonrecoverable on Feb. 10, 2012. The
interest shortfalls affected the outstanding interest-only classes
(not rated by Standard & Poor's) and class L in the trust. Class L
has experienced interest shortfalls for five consecutive months.
If class L continues to incur interest shortfalls, we may further
downgrade this class to 'D (sf)'," S&P said.

"The Oasis Apartments loan, the sole remaining loan in the trust,
has a trust balance of $1.6 million and a whole loan balance of
$2.9 million. The loan is secured by a 128-unit garden-style
apartment complex in Las Vegas, Nev. The loan was transferred to
the special servicer, CT Investment Co. Inc. (CT), on Aug. 7,
2008, due to imminent default," S&P said.

"The borrower subsequently filed for bankruptcy. According to CT,
the bankruptcy court confirmed a bankruptcy plan that includes
extending the loan's maturity to 2021 from July 10, 2010. CT has
stated that since the bankruptcy court did not allow for upfront
reimbursement of lender costs, no principal and interest payments
will be made to the trust for approximately four years while the
master servicer recovers these costs. CT has indicated that it is
appealing the confirmation of the bankruptcy plan and has also
obtained summary judgment against the guarantor for the debt,
which includes default interest and allowable costs. CT stated
that it expects the court to rule on the size of the summary
judgment within the month, and has also informed us that $3.4
million of the lender claim is not in dispute. The master servicer
reported occupancy of 92.0% and in-trust debt service coverage of
2.02x for year-end 2011. The May 26, 2011, appraisal valued the
property at $6.0 million. We will continue to monitor the
liquidation outcome of the loan and will take appropriate rating
action, where warranted," 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


JP MORGAN 2012-CIBX: Moody's Rates Class G Certificates '(P)B2'
---------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
fourteen classes of CMBS securities, issued by J.P. Morgan Chase
Commercial Mortgage Securities Corp. Commercial Mortgage Pass-
Through Certificates Series 2012-CIBX

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

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

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

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

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

Cl. A-4, 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)

* Holders of the Class A-3FL certificates may exchange all or a
portion of their certificates for a like principal amount of Class
A-3FX certificates.

Ratings Rationale

The Certificates are collateralized by 49 fixed rate loans secured
by 59 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 1.40X is slightly higher than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 1.04X is higher than the 2007 conduit/fusion transaction
average of 0.92X.

Moody's Trust LTV ratio of 99.5% is lower than the 2007
conduit/fusion transaction average of 110.6%. Moody's Total LTV
ratio, (inclusive of subordinated debt) of 104.3% is also
considered when analyzing various stress scenarios for the rated
debt.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach. With respect to
loan level diversity, the pool's loan level (includes cross
collateralized and cross defaulted loans) Herfindahl Index is
22.7. which is in-line with other multi-borrower pools rated by
Moody's since 2009. The score is in-line with previously rated
conduit and fusion transactions but higher than previously rated
large loan transactions.

With respect to property level diversity, the pool's property
level Herfindahl score is 23.0. Five loans (6.6% of the pool
balance) are secured by multiple properties. Loans secured by
multiple properties benefit from lower cash flow volatility given
that excess cash flow from one property can be used to augment
another's cash flow to meet debt service requirements. These loans
also benefit from the pooling of equity from each underlying
property.

Moody's also grades properties on a scale of 1 to 5 (best to
worst) and considers those grades when assessing the likelihood of
debt payment. The factors considered include property age, quality
of construction, location, market, and tenancy. The weighted
average grade for the pool is 2.2, which is better than the
indices calculated in most multi-borrower transactions since 2009.

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

Moody's analysis employs the excel-based CMBS Conduit Model v2.61
which derives credit enhancement levels based on an aggregation of
adjusted loan level proceeds derived from Moody's loan level DSCR
and LTV ratios. Major adjustments to determining proceeds include
loan structure, property type, sponsorship and diversity. Moody's
analysis also uses the CMBS IO calculator version 1.0 which
references the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology.

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

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

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 4.6%, 13.4%, or 21.4%, the model-indicated rating for the
currently rated junior Aaa class would be Aa1, Aa2, A1,
respectively. Parameter Sensitivities are not intended to measure
how the rating of the security might migrate over time; rather
they are designed to provide a quantitative calculation of how the
initial rating might change if key input parameters used in the
initial rating process differed. The analysis assumes that the
deal has not aged. Parameter Sensitivities only reflect the
ratings impact of each scenario from a quantitative/model-
indicated standpoint. Qualitative factors are also taken into
consideration in the ratings process, so the actual ratings that
would be assigned in each case could vary from the information
presented in the Parameter Sensitivity analysis.


LANDMARK V: Moody's Raises Rating on Class B-1L Notes From 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Landmark V CDO Ltd.:

U.S. $23,000,000 Class A-2L Floating Rate Notes Due June 2017,
Upgraded to Aaa (sf); previously on August 15, 2011 Upgraded to
Aa1 (sf);

U.S. $22,500,000 Class A-3L Floating Rate Notes Due June 2017,
Upgraded to Aa3 (sf); previously on August 15, 2011 Upgraded to A2
(sf);

U.S. $18,000,000 Class B-1L Floating Rate Notes Due June 2017,
Upgraded to Baa3 (sf); previously on August 15, 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 Class A-1L notes and an
increase in the transaction's overcollateralization ratios since
the rating action in August 2011. Moody's notes that the Class A-
1L Notes have been paid down by approximately 41.1% or $100.4
million since the rating action in August 2011. Based on the
latest trustee report dated May 2012, the Senior Class A, Class A,
Class B-1L and Class B-2L overcollateralization ratios are
reported at 130.5%, 117.1%, 108.3% and 103.5%, respectively,
versus July 2011 levels of 123.3%, 113.7%, 107.1% and 103.4%,
respectively.

Notwithstanding benefits of the delevering, Moody's notes that the
credit quality of the underlying portfolio has deteriorated since
the last rating action. Based on the May 2012 trustee report, the
weighted average rating factor is currently 2770 compared to 2688
in July 2011.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $225.0 million,
defaulted par of $10.4 million, a weighted average default
probability of 19.8% (implying a WARF of 3095), a weighted average
recovery rate upon default of 48.7%, and a diversity score of 68.
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.

Landmark V CDO Ltd., issued in March 2005, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

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

Moody's modeled the transaction using 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% (3714)

A-1L: 0
A-2L: 0
A-3L: -2
B-1L: -1
B-2L: -1

Moody's Adjusted WARF -20% (2476)

A-1L: 0
A-2L: 0
A-3L: +2
B-1L: +3
B-2L: +1

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

Sources of additional performance uncertainties are described
below:

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

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties.


LATITUDE CLO: S&P Affirms Rating on Class D Notes at 'CCC-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on one class
of notes from Latitude CLO I Ltd., a collateralized loan
obligation (CLO) transaction backed by corporate loans and managed
by Lufkin Advisors LLC. "We also removed the rating from
CreditWatch, where we placed it on April 18, 2012, with positive
implications. We affirmed our ratings on five other classes from
the transaction and removed four of them from CreditWatch with
positive implications," S&P said.

"This transaction is currently in its reinvestment phase, which
ends in December 2012. The upgrade reflects the improvement in the
credit quality of the transaction's portfolio since our March 2010
rating actions. According to the May 2012 trustee report, the
amount of defaulted assets within the asset portfolio decreased to
$10.23 million from the $25.84 million reported in the January
2010 trustee report, which we used for our March 2010 actions.
Over the same time period, the amount of 'CCC' rated assets
decreased to $11.50 million from $57.99 million. Due to these and
other factors, overcollateralization ratios increased for the A,
B, C, and D notes," S&P said.

"We note that the transaction has significant exposure to long-
dated assets (i.e., assets maturing after the stated maturity of
the CLO). According to the May 2012 trustee report, the balances
of long-dated assets represent 12.85% of the portfolio. Our
analysis accounted for the potential market value and/or
settlement-related risk arising from the potential liquidation of
the remaining securities on the transaction's legal final maturity
date," S&P said.

"The affirmations reflect credit support commensurate with our
current ratings," S&P said.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1111687.pdf

RATING AND CREDITWATCH ACTIONS

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

RATING AFFIRMED

Latitude CLO I Ltd.
Class          Rating
A-1            AAA (sf)


LB-UBS MORTGAGE: Moody's Lowers Rating on Cl. D Certs. to 'B1'
--------------------------------------------------------------
Moody's Investors Service downgraded four classes and placed them
on review for possible downgrade and affirmed 11 classes of
LB-UBS Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2005-C2 as follows:

Cl. A-4, Affirmed at Aaa (sf); previously on Apr 25, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed at Aaa (sf); previously on Apr 25, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-5, Affirmed at Aaa (sf); previously on Dec 17, 2010
Confirmed at Aaa (sf)

Cl. A-J, Downgraded to A3 (sf) and Placed Under Review for
Possible Downgrade; previously on Nov 10, 2011 Downgraded to Aa3
(sf)

Cl. B, Downgraded to Baa2 (sf) and Placed Under Review for
Possible Downgrade; previously on Nov 10, 2011 Downgraded to A2
(sf)

Cl. C, Downgraded to Ba2 (sf) and Placed Under Review for Possible
Downgrade; previously on Nov 10, 2011 Downgraded to Baa2 (sf)

Cl. D, Downgraded to B1 (sf) and Placed Under Review for Possible
Downgrade; previously on Nov 10, 2011 Downgraded to Ba1 (sf)

Cl. E, Affirmed at Caa1 (sf); previously on Nov 10, 2011
Downgraded to Caa1 (sf)

Cl. F, Affirmed at Caa2 (sf); previously on Nov 10, 2011
Downgraded to Caa2 (sf)

Cl. G, Affirmed at Caa3 (sf); previously on Nov 10, 2011
Downgraded to Caa3 (sf)

Cl. H, Affirmed at Ca (sf); previously on Nov 10, 2011 Downgraded
to Ca (sf)

Cl. J, Affirmed at C (sf); previously on Dec 17, 2010 Downgraded
to C (sf)

Cl. K, Affirmed at C (sf); previously on Dec 17, 2010 Downgraded
to C (sf)

Cl. L, Affirmed at C (sf); previously on Dec 17, 2010 Downgraded
to C (sf)

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

Ratings Rationale

The downgrades of classes AJ through D are due to a recent
increase in interest shortfalls stemming from the modification of
the Park 80 West Loan. Given the deal's high exposure to specially
serviced loans, Moody's has placed these classes on review for
possible downgrade in order to further evaluate the ongoing risk
of future interest shortfalls from specially serviced and modified
loans. The Park 80 West Loan was modified on March 26, 2012 with
an A/B Note structure. The modification split the former $100
million interest-only loan into a $72 million A-Note and a $28
million B-Note. The A-Note continues to pay interest at the
original contract rate, while interest on the B-Note is accrued
and deferred until the occurence of a capital event.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R)(Moody's Surveillance Trends) and CMM
(Commercial Mortgage Metrics) on Trepp -- and on a periodic basis
through a comprehensive review. Moody's prior full review is
summarized in a press release dated February 9, 2011.

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.

Deal Performance

As of the May 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 45% to $1.06
billion from $1.94 billion at securitization. The Certificates are
collateralized by 80 mortgage loans ranging in size from less than
1% to 19% of the pool, with the top ten loans (excluding
defeasance) representing 64% of the pool. The pool includes three
loans with investment-grade credit estimates, representing 22% of
the pool. Four loans, representing approximately 7% of the pool,
are defeased and are collateralized by U.S. Government securities.

Twenty-five loans, representing 42% 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 liquidated from the pool, resulting in an
aggregate realized loss of $44 million (17% average loan loss
severity). Currently, 17 loans, representing 35% of the pool, are
in special servicing.

Moody's next full review will focus on the impact of interest
shortfalls, as well as the performance of the overall pool.


LEHMAN BROTHERS: Fitch Affirms D Rating on $57.5MM Class J Notes
----------------------------------------------------------------
Fitch Ratings has upgraded seven classes and affirmed three
classes of Lehman Brothers Floating Rate Commercial Mortgage Trust
2007-LLF C5.  The upgrades reflect the deleveraging of the
transaction due to $1.2 billion in loan repayments since the last
review.  Fitch's performance expectations incorporate prospective
views regarding the outlook of the commercial real estate market.

All of the remaining loans have reached their original final
maturity dates; three loans have been modified or are in
forbearance.  Eleven of the twelve remaining loans are in special
servicing or are expected to be transferred imminently.

Under Fitch's methodology, all loans are modeled to default in the
base case stress scenario, defined as the 'B' stress.  In this
scenario, the modeled average cash flow decline is 9.1% and pooled
expected losses are 10.6%.  To determine a sustainable Fitch cash
flow and stressed value, Fitch analyzed servicer-reported
operating statements and STR reports, updated property valuations,
and recent sales comparisons.  Fitch estimates that average
recoveries will be strong at approximately 89.4% in the base case.

The transaction is collateralized by 12 loans; five loans are
secured by office or office/industrial properties (33.8%), six by
hotels (26.1%), and one by industrial properties (40.1%). Ten
loans (89.3%) mature in 2012 or have already matured, and two
loans (10.7%) mature in 2013/2014.

The three largest pooled contributors to losses in the 'B' stress
scenario are: the CalWest Industrial Portfolio (40.1%), Sheraton
Old San Juan (3.6%) and Park Hyatt Beaver Creek (4.6%).

The CalWest Industrial Portfolio loan is secured by 95 warehouse,
business park, and flex/office properties located in 12 distinct
markets across six states with a total of 23.4 million rentable
sf.  In addition to the $275 million included in the trust, there
is $825 million of pari passu debt and $1.348 billion of mezzanine
debt held outside the trust.  Since issuance, occupancy has
dropped as tenant leases have expired and in place rents have
declined.  Occupancy at issuance was 92% with in place rents of
approximately $7.29 psf.  As of April 2012, the portfolio was
83.8% occupied with average in place rents of approximately $7.03
psf.  The loan reached its final maturity in June 2012 and is
expected to transfer to special servicing imminently.  According
to news reports, Blackstone Group LP reached an agreement to take
control of the properties after having acquired significant
portions of the mezzanine debt.

The Sheraton Old San Juan loan is secured by the leasehold
interest in a full service hotel containing 240 rooms located in
San Juan, Puerto Rico.  Amenities for the hotel include a casino,
meeting space, full service restaurants, a swimming pool, and an
exercise room.  Performance lags the competition and is well
below the banker's expectations underwritten at issuance.  The
loan transferred to special servicing in November 2011.  The
special servicer is assessing various resolution strategies.

The Park Hyatt Beaver Creek loan is secured by a full serve hotel
containing 190 rooms located in Avon, Colorado (Vail).  The
performance is well below the banker's expectations underwritten
at issuance.  The loan transferred to special servicing in April
2012 for imminent maturity.

Fitch has upgraded these classes and revised outlooks:

   -- $276,478,550 class A-2 to 'AAAsf' from 'AAsf'; Outlook
      Stable;

   -- $80,308,000 class A-3 to 'AAAsf' from 'Asf'; Outlook
      Stable;

   -- $52,674,000 class B to 'AAAsf' from 'BBBsf'; Outlook
      Stable;

   -- $48,678,000 class C to 'Asf' from 'BBBsf'; Outlook to
      Stable;

   -- $31,839,000 class D to 'BBBsf' from 'BBsf'; Outlook to
      Stable from Negative;

   -- $28,756,000 class E to 'BBB-sf' from 'BBsf'; Outlook
      Stable from Negative;

   -- $28,756,000 class G to 'Bsf' from 'CCC'; Outlook Stable.

Fitch has affirmed these classes and revised outlooks:

   -- $28,756,000 class F at 'BBsf'; Outlook to Stable from
      Negative;

   -- $51,761,000 class H at 'CCC', RE 30%;

   -- $57,513,000 class J at 'D' RE 0%.

Classes A-1 and X-1 have paid in full.  Fitch does not rate
classes CGC, CPE, CQR-1, CQR-2, DMC-1, DMC-2, FBS-1, FBS-2, FTC-
1, FTC-2, HAR-1, HAR-2, HRH, HSS, INO, JHC, LCC, MVR, NOP-1, NOP-
2, NOP-3, OCS, ONA, OWS-1, OWS-2, PHO, SBG, SFO-1, SFO-2, SFO-3,
SFO-4, SFO-5, TSS-1, and TSS-2, UCP, VIS, and WHH.

Fitch previously withdrew the rating of the interest-only class X-
2.


LEHMAN BROTHERS: Moody's Upgrades Rating on Cl. H Secs. to 'B3'
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of four classes and
upgraded the ratings of nine classes of Lehman Brothers Floating
Rate Commercial Mortgage Trust 2007-LLF C5. Moody's rating action
is as follows:

Cl. A-2, Upgraded to Aaa (sf); previously on Dec 1, 2011 Upgraded
to A1 (sf)

Cl. A-3, Upgraded to Aa1 (sf); previously on Dec 1, 2011 Upgraded
to Baa1 (sf)

Cl. B, Upgraded to Aa3 (sf); previously on Dec 1, 2011 Upgraded to
Baa2 (sf)

Cl. C, Upgraded to A3 (sf); previously on Dec 17, 2010 Downgraded
to Ba2 (sf)

Cl. D, Upgraded to Baa2 (sf); previously on Dec 17, 2010
Downgraded to B1 (sf)

Cl. E, Upgraded to Baa3 (sf); previously on Dec 17, 2010
Downgraded to B2 (sf)

Cl. F, Upgraded to Ba2 (sf); previously on Dec 17, 2010 Downgraded
to B3 (sf)

Cl. G, Upgraded to Ba3 (sf); previously on Dec 17, 2010 Downgraded
to Caa1 (sf)

Cl. H, Upgraded to B3 (sf); previously on Dec 17, 2010 Downgraded
to Caa3 (sf)

Cl. J, Affirmed at Ca (sf); previously on Dec 17, 2010 Downgraded
to Ca (sf)

Cl. INO, Affirmed at B3 (sf); previously on Dec 1, 2011 Downgraded
to B3 (sf)

Cl. PHO, Affirmed at Caa1 (sf); previously on Dec 17, 2010
Downgraded to Caa1 (sf)

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

Ratings Rationale

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio and Moody's stressed debt service coverage
ratio (DSCR) remaining within acceptable ranges. The upgrades are
due to loan payoffs of 14 loans (57% of the pooled balance) and
the resulting build up of credit support.

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

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.4. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations. The model
incorporates the CMBS IO calculator ver1.0 which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type corresponding to an IO type as defined in
the published methodology. The calculator then returns a
calculated IO rating based on both a target and mid-point . For
example, a target rating basis for a Baa3 (sf) rating is a 610
rating factor. The midpoint rating basis for a Baa3 (sf) rating is
775 (i.e. the simple average of a Baa3 (sf) rating factor of 610
and a Ba1 (sf) rating factor of 940). If the calculated IO rating
factor is 700, the CMBS IO calculator ver1.0 would provide both a
Baa3 (sf) and Ba1 (sf) IO indication for consideration by the
rating committee.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior transaction review is summarized in a
press release dated December 1, 2011.

DEAL PERFORMANCE

As of the June 15, 2012 Payment Date, the transaction's aggregate
certificate balance decreased by approximately 59% from last
review to approximately $713 million.

The Certificates are collateralized by 12 floating rate whole
loans and senior interests in whole loans. The loans range in size
from 2% to 40% of the pooled balance, with the top three loans
representing 65% of the pooled balance. The trust Herfindahl Index
has decreased due to 14 loans paying off since last review, and
resulting in a chunkier pool. The current Herfindahl Index is 4.8,
down from 13.5 at last review. Majority of the loans have
additional debt in the form of a non-pooled or rake bond within
the trust, B note or mezzanine debt outside of the trust.

The largest loan in the pool is secured by fee and leasehold
interests in Calwest Industrial Portfolio Loan ($275 million, or
40% of the pooled balance). There is additional debt in the form
of pari passu and mezzanine debt outside the trust. The pro rata
portion that is included in the trust as well as the referenced
mezzanine debt accounts for 25% of the total outstanding debt. The
95 property portfolio (23.3 million square feet) is located across
six states and 12 MSAs. As of April 2012 rent roll, the portfolio
was 84% leased. In 2011, total Net Cash Flow (NCF) for the
portfolio was $99.3 million compared to $96.3 million achieved in
2010. The loan matured on June 8, 2012. The controlling mezzanine
holder (Blackstone) stepped into Walton Street Capital's shoes,
and is reported to be seeking financing to retire the outstanding
debt. Moody's weighted average LTV for the pooled portion is 103%.
Moody's current credit assessment for the pooled portion is B3,
compared to Caa3 at last review, reflecting the high likelihood of
this loan paying off and the trust not incurring any losses.

The second largest loan in the pool, the Normandy Office Portfolio
Loan (14% of pooled balance plus $12.5 million rake bonds)
transferred to special servicing in October 2011 due to imminent
maturity default. The special servicer is still in discussion with
the borrower for a potential modification. The portfolio is
comprised of ten class A/B office and industrial buildings
totaling approximately 1.4 million square feet located in the
greater Boston area and northern New Jersey. As of March 2012 rent
roll, the portfolio was 71% leased. For the trailing twelve month
period ending March 2012, the property achieved NCF of $8.6
million up from $7.7 million achieved in calendar year 2011.
Moody's weighted average LTV for the pooled portion is 107%.
Moody's current credit assessment for the pooled portion is Caa3.
Moody's does not rate three rake bonds associated with this loan
(NOP-1, NOP-2, NPO-3).

The PHOV Hotel Portfolio Loan (11% of pooled balance plus a $7.4
million rake bond) has been modified and and remains current after
it was transferred to special servicing in April 2011 due to
imminent maturity default. As part of the modification, the loan
maturity date has been extended to September 9, 2013, continued
cash management and cash trap at the senior loan level, and a
principal curtailment was made. The portfolio includes Marriott
Burbank, CA, Marriott Pleasanton, CA, and Renaissance Denver, CO
assets totaling 1,130 guestrooms. The portfolio's net cash flow
for 2011 was $9.3 million, continuing to trend up from $7.2
million in 2010 and $5.4 million in 2009. Moody's weighted average
LTV for the pooled portion is 87%. Moody's current credit
assessment for the pooled portion is B3.

All the loans in the pool excluding the PHOV Hotel Portfolio Loan
are in special servicing. However, a few loans have been modified
and pending return to master servicer (Interstate Office Portfolio
Loan, Liberty Square Loan and Ventana Inn and Spa Loan) and others
are still in discussions for potential modifications. Some of the
loans just transferred to special servicing, and are in the
process of being evaluated by the special servicer.

The cumulated bond loss totals $85,757 and interest shortfalls
total $351,131 as of the current distribution date. The majority
of the bond losses affect pooled Class J, as well as rake bond
classes HSS and INO. A few other rake classes have been affected
with minimal losses but are no higher than $22. The interest
shortfalls affect pooled Class J, as well as rake bond classes
INO, NOP-1, NOP-2, NOP-3, and VIS. There are no outstanding
advances.

Moody's weighted average pooled LTV ratio is 95% compared to 85%
at last review, and Moody's weighted average pooled stressed DSCR
is 1.07X compared to 1.19X at last review.


LNR CDO 2003-1: S&P Lowers Ratings on 3 Classes to 'D'; Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes from LNR CDO 2003-1 Ltd., a U.S. commercial real estate
collateralized debt obligation (CRE CDO) transaction, and removed
them from CreditWatch with negative implications.

"The downgrades reflect our analysis of the transaction's
liability structure and the credit characteristics of the
underlying collateral using our global CDO criteria. This criteria
includes revisions to our assumptions on correlations, recovery
rates, and default patterns and timings of the collateral. It also
includes supplemental stress tests (largest obligor default test
and largest industry default test), which we considered in our
analysis. We also took into account our expected recovery amount
for the defaulted assets held in the portfolio," S&P said.

"We lowered our ratings on classes G, H, and J to 'D (sf)' because
we determined that the classes are unlikely to be repaid in full,"
S&P said.

"According to the May 23, 2012, trustee report, the transaction's
collateral totaled $496.6 million, while the transaction's
liabilities, including deferred interest, totaled $728.8 million,
down from $762.7 million at issuance," S&P said.

The transaction is collateralized by 105 CMBS classes from 31
distinct transactions issued between 1999 and 2003. The
transaction has exposure to 35 CMBS classes from 13 distinct
transactions comprising 37.1% of the collateral pool that Standard
& Poor's has downgraded. These three transactions represent 19.4%
of the downgraded collateral:

-  LB-UBS Commercial Mortgage Trust series 2002-C4 (classes L, M,
    N, and P; $41.0 million; 8.3%);

-  JPMorgan Chase Commercial Mortgage Securities Corp. series
    2002-C1 (classes H, J, K, L, and M; $33.6 million; 6.8%);

-  LB-UBS Commercial Mortgage Trust series 2003-C5 (classes L, M,
    N, P, and Q; $21.3 million; 4.3%).

"According to the trustee report, the deal is passing the class C
and D overcollateralization tests, but failing the class E, F, and
G overcollateralization tests. The transaction is passing all of
the interest coverage tests," S&P said.

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

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

LNR CDO 2003-1 Ltd.
                        Rating
Class            To               From
A                A- (sf)          AAA (sf)/Watch Neg
B                BB+ (sf)         AA (sf)/Watch Neg
C-FL             BB+ (sf)         A+ (sf)/Watch Neg
C-FX             BB+ (sf)         A+ (sf)/Watch Neg
D-FL             BB- (sf)         BBB+ (sf)/Watch Neg
D-FX             BB- (sf)         BBB+ (sf)/Watch Neg
E-FL             CCC- (sf)        BB (sf)/Watch Neg
E-FX             CCC- (sf)        BB (sf)/Watch Neg
F-FL             CCC- (sf)        B- (sf)/Watch Neg
F-FX             CCC- (sf)        B- (sf)/Watch Neg
G                D (sf)           CCC+ (sf)/Watch Neg
H                D (sf)           CCC- (sf)/Watch Neg
J                D (sf)           CCC- (sf)/Watch Neg


LONE STAR 2011-1: Fitch Affirms Rating on Six Certificate Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed all six classes of Lone Star Funds
(LSTAR) 2011-1 commercial mortgage pass-through certificates.

The affirmations reflect the expected performance of the
underlying collateral pool.  The attributes of this transaction,
which closed in June 2011, are materially different from other
recent Fitch-rated conduit transactions.  The loans have
substantial seasoning and are scheduled to amortize more rapidly
than newly originated loans.  The collateral at issuance featured
high initial loan to values (LTV's) and low debt service coverage
ratios (DSCR).  In addition, some loans in the transaction had a
history of delinquency at issuance.

As of the May 2012 distribution date, the pool's aggregate
principal balance paid down 16.76% to $299.2 million from $359.5
million at issuance.  Sixteen loans have paid in full since
issuance, with 133 of the original 149 loans remaining in the
transaction.  Multifamily represents 58.7% of the current pool
balance.  The properties serving as collateral for the loans are
also largely concentrated in California (49.1%).  No loans are
defeased.  Interest shortfalls are affecting the unrated class G.

Fitch modeled losses of 12.12% of the remaining pool.  Fitch has
designated 39 loans (28.44% of the pool balance) as Fitch Loans of
Concern, which include 12 specially serviced loans (7.91%).  The
payment status for six of the specially serviced loans (3.46%) are
'Current', with the remaining six loans (4.45%) payment status at
'90+ days' delinquent as of the May 2012 remittance date.

The largest contributor to Fitch-modeled losses is the 5400
Heritage Tree Lane loan (5.31%), the largest loan in the pool.
The loan is secured by a 206 unit multifamily property in Citrus
Heights, CA.  Common area amenities include two swimming pools
with jacuzzis, a small business center, and a gym.  Each unit has
granite countertops, a private patio, as well as a washing machine
and dryer.  The year end (YE) 2011 DSCR reported at 1.16 times
(x).  The occupancy as of April 2012 reported at 92.2% versus
92.7% at issuance.  Loan payments have remained current since
issuance.

The second largest contributor to Fitch-modeled losses is secured
by an 87,856 square foot (sf) mixed use property in Fallston, MD
(1.38%).  The property is improved by a retail shopping center and
two single-family houses on three contiguous parcels.  Retail
tenants include Harvest Fare Super Market and CVS Pharmacy.  The
loan had transferred to special servicing in September 2011 for
payment default.  The servicer has initiated foreclosure
proceedings, and a receiver was appointed in January 2012.  A
foreclosure sale was originally scheduled for late March 2012;
however, the foreclosure has been postponed pending phase II
environmental testing.

Fitch has affirmed the following classes:

  -- $158.12 million class A at 'AAAsf'; Outlook Stable;
  -- $17.97 million class B at 'AAAsf'; Outlook Stable;
  -- $28.31 million class C at 'Asf'; Outlook Stable;
  -- $27.41 million class D at 'BBB-sf'; Outlook Stable;
  -- $7.64 million class E at 'BBsf'; Outlook Stable;
  -- $6.74 million class F at 'Bsf'; Outlook Stable.

Fitch does not rate the $53.02 million class G, the residual class
R or the interest only class X.


MACH ONE 2004-1: S&P Cuts Ratings on 3 Classes of Certs. to 'CCC-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes of commercial mortgage-backed securities (CMBS) pass-
through certificates from Mach One 2004-1 LLC, a U.S.
resecuritized real estate mortgage investment conduit (re-REMIC)
transaction. "At the same time, we affirmed our ratings on two
classes from the transaction, including the interest-only class X
based on our current criteria. We also removed all classes from
CreditWatch with negative implications," S&P said.

"The downgrades and affirmations reflect our analysis of the
transaction's liability structure and the credit characteristics
of the underlying collateral using our global collateralized debt
obligations (CDOs) of pooled structured finance assets criteria.
The downgrades also reflect the results of the largest obligor
default test, part of the supplemental stress test. The largest
obligor default test assesses the ability of a rated CDO of pooled
structured finance liability tranche to withstand the default of a
minimum number of the largest credit or obligor exposures within
an asset pool, factoring in the underlying assets' credit
quality," S&P said.

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

According to the May 31, 2012, trustee report, Mach One 2004-1 was
collateralized by 35 CMBS classes ($277.1 million, 100%) from 27
distinct transactions issued between 1997 and 2003. The
transaction has exposure to five CMBS classes that Standard &
Poor's has downgraded:

-  GS Mortgage Securities Corp. II series 1999-C1 (classes F & G;
    $22.1 million, 8.0%);

-  Morgan Stanley Capital I Inc. series 1998-WF2 (class L; $15.9
    million, 5.8%);

-  First Union Commercial Mortgage Trust series 1999-C1 (class G;
    $7.0 million, 2.5%); and

-  Morgan Stanley Dean Witter Capital I Trust series 2000-LIFE1
    (class K; $0.3 million, 0.1%).

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Mach One 2004-1 LLC
Commercial mortgage-backed securities pass-through certificates
                       Rating
Class            To               From
A-3              AA- (sf)         AAA (sf) / Watch Neg
B                A- (sf)          AAA (sf) / Watch Neg
C                BBB+ (sf)        AA+ (sf) / Watch Neg
D                BBB- (sf)        A+ (sf) / Watch Neg
E                BB+ (sf)         A- (sf) / Watch Neg
F                B+ (sf)          BBB+ (sf) / Watch Neg
G                CCC+ (sf)        BB+ (sf) / Watch Neg
H                CCC+ (sf)        BB- (sf) / Watch Neg
J                CCC- (sf)        B- (sf) / Watch Neg
K                CCC- (sf)        CCC+ (sf) / Watch Neg
L                CCC- (sf)        CCC (sf) / Watch Neg

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

Mach One 2004-1 LLC
Commercial mortgage-backed securities pass-through certificates
                       Rating
Class            To               From
M                CCC- (sf)        CCC- (sf) / Watch Neg
X                AAA (sf)         AAA (sf) / Watch Neg


ML-CFC COMMERCIAL: Moody's Affirms 'C' Ratings on 8 CMBS Classes
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed 19 classes of ML-CFC Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2007-5 as
follows:

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

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

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

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

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

Cl. A-4, Affirmed at Aa2 (sf); previously on Dec 3, 2009
Downgraded to Aa2 (sf)

Cl. A-4FL, Affirmed at Aa2 (sf); previously on Dec 3, 2009
Downgraded to Aa2 (sf)

Cl. A-1A, Affirmed at Aa2 (sf); previously on Dec 3, 2009
Downgraded to Aa2 (sf)

Cl. AM, Downgraded to Ba1 (sf); previously on Nov 18, 2010
Downgraded to Baa1 (sf)

Cl. AM-FL, Downgraded to Ba1 (sf); previously on Nov 18, 2010
Downgraded to Baa1 (sf)

Cl. AJ, Affirmed at Caa1 (sf); previously on Nov 18, 2010
Downgraded to Caa1 (sf)

Cl. AJ-FL, Affirmed at Caa1 (sf); previously on Nov 18, 2010
Downgraded to Caa1 (sf)

Cl. B, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. C, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. D, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. E, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. F, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. G, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. H, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. M, Affirmed at C (sf); previously on Dec 3, 2009 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 higher expected losses due to increased
interest shortfalls. Based on the most recent remittance
statement, interest shortfalls affect Classes M through AJ. Due to
the deal's high exposure to specially serviced loans, Moody's
anticipates that it is likely that interest shortfalls may
increase higher up the capital stack.

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
14.0% of the current balance, the sane as at last review. Realized
losses have increased from 1.1% of the original balance to 1.6%
since the prior review. Moody's provides a current list of base
expected losses for conduit and fusion CMBS transactions on
moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of 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 compared to 23 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 July 28, 2011.

Deal Performance

As of the May 14, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 7% to $4.12 billion
from $4.42 billion at securitization. The Certificates are
collateralized by 298 mortgage loans ranging in size from less
than 1% to 19% of the pool, with the top ten loans representing
38% of the pool. The pool contains two loans with investment grade
credit estimates, representing less than 2% of the pool.

Eighty-four loans, representing 22% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the 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-one loans have been liquidated from the pool, resulting in
an aggregate realized loss of $70.0 million (57% loss severity on
average). Currently 29 loans, representing 34% of the pool, are in
special servicing. The largest specially serviced loan is the
Peter Cooper Village and Stuyvesant Town (PCV/ST) Loan ($800.0
million -- 19.4% of the pool), which represents a pari-passu
interest in a $3.0 billion first mortgage loan spread among five
separate CMBS deals. There is also a $1.4 billion in mezzanine
debt secured by the borrower's interest. The loan is secured by
two adjacent multifamily apartment complexes with 11,229 units
located on the east side of Manhattan. The loan transferred to
special servicing in November 2009 after the Appellate Division,
First Department, reversed an August 2007 decision of the State
Supreme Court, which held that properties receiving tax benefits,
including those pursuant to the J-51 program, be permitted to
decontrol rent stabilized apartments pursuant to New York State
rent stabilization laws. The court's decision compromised the
Borrower's original business plan and the borrower agreed to
forfeit ownership rights to the property. As of October 2010, the
special servicer engaged Rose Associates to manage the day-to-day
operations at the property. The special servicer has been working
to resolve the ongoing litigation through settlement talks with
the Plaintiffs to decide future legal rents and the historical
overcharge liability. The special servicer believes final
resolution of the class-action litigation is not likely until
early 2014. Overall, property performance has improved since the
end of 2009 and the property was appraised for $3.0 billion in
September 2011 compared to $2.8 billion in September 2010. The
whole loan currently has over $320 million in cumulative ASERs,
P&I advances, and property protective advances to date. The
special servicer beleives that resolution of the litigation is a
prerequisite to optimal capital recovery.

The second largest specially serviced loan is the Resurgens Plaza
Loan ($81.6 million -- 2.0% of the pool) which is secured on a
393,107 square foot (SF) office property located in the Buckhead
submarket of Atlanta, Georgia. The property was 66% leased as of
April 2012 compared to 78% at the prior review and 95% at
securitization. The loan transferred to special servicing in April
2011 due to imminent monetary default and was later foreclosed on
in December 2011. The special servicer plans on stabilizing the
property over the next three years and marketing it for sale
thereafter. Moody's expects to see significant advances on this
loan in order to lease up the property to stabilization.

The remaining 27 specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $435.0
million loss for the specially serviced loans (32% expected loss
on average).

Moody's has assumed a high default probability for 31 poorly
performing loans representing 7% of the pool and has estimated an
aggregate $57.1 million loss (19% expected loss on average) from
these troubled loans.

Moody's was provided with full year 2010/2011 operating results
for 90% of the pool. Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 107% compared to 115% at
Moody's prior review. Moody's net cash flow reflects a weighted
average haircut of 7% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.6%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.35X and 1.02X, respectively, compared to
1.32X and 0.95X 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 loans with investment grade credit estimates represent 1.5% of
the pool. The OMNI Senior Living Portfolio Loan ($39.3 million --
1.0%) is secured by three senior care facilities located in New
Jersey. Moody's credit estimate and stressed DSCR are A3 and
3.16X, respectively, compared to A3 and 3.00X at the prior review.
The FRIS Chicken Portfolio Loan ($21.8 million -- 0.5%), which
represents a pari-passu interest in a $43.5 million first mortgage
loan, is secured by 192 Church's Chicken restaurants located in 12
states. Moody's credit estimate and stressed DSCR are A3 and
2.51X, respectively, compared to Baa1 and 2.48X at the prior
review.

The top three performing conduit loans represent 9% of the pool
balance. The largest loan is the Tower 45 Loan ($170.0 million --
4.1% of the pool), which is secured by a 444,000 SF office
building located in the Times Square/Theater District submarket in
Manhattan. The property was 87% leased as of March 2012 compared
to 99% at last review. The largest tenant is D.E. Shaw & Company,
which leases 43% of the premises under leases expiring in 2013,
2015, 2017, and 2021. The increase in vacancy at the property is
attributed to D.E. Shaw & Company vacating over 94,000 SF in 2011.
The borrower has been actively marketing the vacant space for
lease and has been successful leasing up over 3% of the vacant
space to two tenants. The loan is interest only for its entire
ten-year term. Moody's LTV and stressed DSCR are 102% and 0.90X,
respectively, compared to 98% and 0.94X at last review.

The second largest loan is the Hotel Gansevoort Loan ($119.9
million -- 2.9% of the pool), which is secured by a 187-room full
service boutique hotel located in the Meatpacking District in
Manhattan. The loan is currently on the servicer's watchlist for a
low DSCR. Property performance declined significantly between 2008
and 2009 but started to rebound in 2010 as the hospitality market
in New York improved. Occupancy and RevPAR as of December 2011
were 88% and $346, respectively, compared to 90% and $338 at last
review. Moody's LTV and stressed DSCR are 115% and 0.97X,
respectively, compared to 122% and 0.91X at last review.

The third largest loan is the Renaissance Austin Hotel Loan ($83.0
million -- 2.0% of the pool), which is secured by a 492-room full
service hotel located in Austin, Texas. This interest-only loan is
currently on the servicer's watchlist for low DSCR. Property
performance has continued to decline since 2008 due to excess
supply in the market. Despite the excess supply, the hotel has
been able to gain some traction through increased group business
sales. Occupancy and RevPAR as of January 2012 were 62% and $156,
respectively, compared to 61% and $162 at last review. Moody's LTV
and stressed DSCR are 135% and 0.88X, respectively, compared to
166% and 0.72X at last review.


ML-CFC COMMERCIAL: Moody's Cuts Rating on Cl. C Certs. to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven classes
and affirmed 15 classes of ML-CFC Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2007-6 as
follows:

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

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

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

Cl. A-4, Downgraded to Aa3 (sf); previously on Mar 9, 2011
Confirmed at Aaa (sf)

Cl. A-1A, Downgraded to Aa3 (sf); previously on Mar 9, 2011
Confirmed at Aaa (sf)

Cl. AM, Downgraded to Ba1 (sf); previously on Nov 18, 2010
Downgraded to A1 (sf)

Cl. AJ, Downgraded to Caa1 (sf); previously on Jul 28, 2011
Downgraded to B1 (sf)

Cl. AJ-FL, Downgraded to Caa1 (sf); previously on Jul 28, 2011
Downgraded to B1 (sf)

Cl. B, Downgraded to Caa2 (sf); previously on Jul 28, 2011
Downgraded to Caa1 (sf)

Cl. C, Downgraded to Caa3 (sf); previously on Jul 28, 2011
Downgraded to Caa2 (sf)

Cl. D, Affirmed at Ca (sf); previously on Nov 18, 2010 Downgraded
to Ca (sf)

Cl. E, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. F, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. G, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. H, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. J, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. K, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. L, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. M, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. N, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. P, Affirmed at C (sf); previously on Dec 3, 2009 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 higher than expected losses from
specially serviced and troubled loans and increased interest
shortfalls. Interest shortfalls affect Classes O through AJ. Based
on the deal's high exposure to specially serviced loans, it is
likely that interest shortfalls may increase higher up the capital
stack. Based on the May 2012 remittance statement, Classes AJ and
AJ-FL only received 2.1% of their monthly accrued interest
payments in May.

The downgrades include Classes A-4 and A-1A, which have the
longest weighted average life among the super senior Aaa classes
with 30% initial credit support. Depending on the timing of loan
payoffs and the severity and timing of losses from specially
serviced loans the credit enhancement cushion for the super senior
classes is likely to be eroded, creating a potential differential
in expected loss between those super senior classes benefiting
first from paydowns and those classes receiving paydowns last.
Although Moody's believes that it is unlikely that Classes A-4 and
A-1A will actually experience losses, the expected level of credit
enhancement and their priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

Moody's rating action reflects a cumulative base expected loss of
15.8% of the current balance. At last review, Moody's cumulative
base expected loss was 13.6%. 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 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 31 compared to 28 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 July 28, 2011.

Deal Performance

As of the May 14, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 10% to $1.94
billion from $2.15 billion at securitization. The Certificates are
collateralized by 137 mortgage loans ranging in size from less
than 1% to 12% of the pool, with the top ten loans representing
49% of the pool. The pool does not contain any defeased loans or
loans with investment grade credit estimates.

Forty-two loans, representing 18% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Currently 21 loans, representing 40% of the pool, are in special
servicing. The largest specially serviced loan is the MSKP Retail
Portfolio Loan A ($223,400,000 -- 11.5% of the pool), which is
secured by eight retail properties located throughout Florida. The
properties range in size from 63,000 to 230,000 square feet (SF)
and total 1.2 million SF. The portfolio was 75% leased as of March
2012 compared to 81% at the prior review. The loan transferred to
special servicing in March 2011 due to imminent monetary default.
The borrower requested a loan modification since portfolio cash
flow was insufficient to cover debt service payments. In March
2012, the borrower and special servicer successfully executed a
modification. Terms of the modification include a bifurcation of
the original loan into a $130.3 million A-Note and $93.1 million
B-Note along with an extension of the maturity date by two years
to March 2019. The new B-Note has created ongoing interest
shortfalls to the trust in the amount of $435,000 per month. The
loan is expected to return to the master servicer within the next
one to two months.

The second largest specially serviced loan is the Peter Cooper
Village and Stuyvesant Town (PCV/ST) Loan ($202.3 million -- 9.6%
of the pool), which represents a pari-passu interest in a $3.0
billion first mortgage loan spread among five separate CMBS deals.
There is also a $1.4 billion in mezzanine debt secured by the
borrower's interest. The loan is secured by two adjacent
multifamily apartment complexes with 11,229 units located on the
east side of Manhattan. The loan transferred to special servicing
in November 2009 after the Appellate Division, First Department,
reversed an August 2007 decision of the State Supreme Court, which
held that properties receiving tax benefits, including those
pursuant to the J-51 program, be permitted to decontrol rent
stabilized apartments pursuant to New York State rent
stabilization laws. The court's decision compromised the
Borrower's original business plan and the borrower agreed to
forfeit ownership rights to the property. As of October 2010, the
special servicer engaged Rose Associates to manage the day-to-day
operations at the property. The special servicer has been working
to resolve the ongoing litigation through settlement talks with
the Plaintiffs to decide future legal rents and the historical
overcharge liability. The special servicer believes final
resolution of the class-action litigation is not likely until
early 2014. Overall, property performance has improved since the
end of 2009 and the property was appraised for $3.0 billion in
September 2011 compared to $2.8 billion in September 2010. The
whole loan currently has over $320 million in cumulative ASERs,
P&I advances, and property protective advances to date. The
special servicer beleives that resolution of the litigation is a
prerequisite to optimal capital recovery.

The third largest specially serviced loan is the Blackpoint Puerto
Rico Retail Loan ($84.8 million -- 4.4% of the pool) which is
secured by six retail properties located in Puerto Rico. There is
also a $7 million B-Note that encumbers the property. The
properties range in size from 59,000 to 306,000 SF and total
855,000 SF. The portfolio was 76% leased as of December 2011
compared to 77% at the last review and 89% at securitization. The
loan transferred to special servicing in February 2012 due to
imminent maturity default when the borrower was unable to pay off
the loan at maturity. The special servicer is currently assessing
various resolution strategies for the loan.

The remaining 18 specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $231.4
million loss for the specially serviced loans (44% expected loss
on average).

Moody's has assumed a high default probability for 17 poorly
performing loans representing 7% of the pool and has estimated an
aggregate $25.1 million loss (18% expected loss on average) from
these troubled loans.

Moody's was provided with full year 2010/2011 operating results
for 97% of the pool. Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 112% compared to 118% at
Moody's prior review. Moody's net cash flow reflects a weighted
average haircut of 7% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.3%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.33X and 0.93X, respectively, compared to
1.39X and 0.93X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three loans represent 13% of the pool. The largest loan is
the Westfield Southpark Loan ($150.0 million -- 7.7% of the pool),
which is secured by a 1.6 million SF regional mall (887,000 SF of
collateral) located in suburban Cleveland, Ohio. Anchors include
Dillard's, Macy's, Sears and JC Penney. The in-line stores were
95% leased as of December 2011 compared to 91% at last review and
82% at securitization. Excluding restaurants, jewelry, and theater
space, inline sales were $321 per square foot (PSF) in 2011, which
is in line with securitization levels. Despite higher occupancy,
financial performance declined due to lower revenue from expense
reimbursements and higher real estate taxes. The loan is interest
only for its entire ten-year term. Moody's LTV and stressed DSCR
are 94% and 1.07X, respectively, compared to 105% and 0.95X at
last review.

The second largest loan is the Steuart Industrial Portfolio Loan
($63.6 million -- 3.3% of the pool), which is secured by ten
industrial buildings located in northern Virginia and suburban
Maryland. The portfolio was 76% leased as of December 2011
compared to 74% at the prior review. Performance is stable and the
loan has five years until maturity. Moody's LTV and stressed DSCR
are 136% and 0.70X, respectively, compared to 145% and 0.67X at
last review.

The third largest loan is the Spring Valley Marketplace Loan
($46.8 million -- 2.4% of the pool), which is secured by 205,000
SF anchored retail center located in Rockland County, New York.
The property is anchored by Target (not part of the collateral).
Other tenants at the property include TJ Maxx, Michael's, and Bed,
Bath & Beyond. The property was 98% leased as of January 2012
which is the same as the prior review. The loan has less than one
year remaining on its interest only period before amortizing on a
360 month schedule. Moody's LTV and stressed DSCR are 131% and
0.72X, respectively, compared to 136% and 0.70X at last review.


MORGAN STANLEY 2001-IQ: Moody's Affirms 'Caa1' Rating on 2 Certs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of six classes of
Morgan Stanley Dean Witter Capital I Trust, Commercial Mortgage
Pass-Through Certificates, Series 2001-IQ as follows:

Cl. J, Affirmed at Aaa (sf); previously on Jul 7, 2011 Upgraded to
Aaa (sf)

Cl. K, Affirmed at A2 (sf); previously on Jul 7, 2011 Upgraded to
A2 (sf)

Cl. L, Affirmed at Ba1 (sf); previously on Jul 7, 2011 Upgraded to
Ba1 (sf)

Cl. M, Affirmed at Caa1 (sf); previously on Jul 7, 2011 Upgraded
to Caa1 (sf)

Cl. N, Affirmed at Caa3 (sf); previously on Jul 7, 2011 Upgraded
to Caa3 (sf)

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

Ratings Rationale

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

The rating of the IO Class, Class X1, is consistent with the
expected credit performance of its reference classes and thus is
affirmed.

Moody's rating action reflects a cumulative base expected loss of
2.6% of the current balance compared to 2.0% 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, "Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

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

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 6 compared to 7 at last review.

In cases where the Herf falls below 20, Moody's employs the large
loan/single borrower methodology. This methodology uses 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 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 July 7, 2011.

Deal Performance

As of the May 18, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 97% to $18.9
million from $713.0 million at securitization. The Certificates
are collateralized by nine mortgage loans ranging in size from
less than 1% to 25% of the pool. There are no defeased loans or
loans with investment grade credit estimates.

Four loans, representing 46% 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 since securitization
resulting in an aggregate $3.7 million loss (average loss severity
of 1%). There are currently no loans in special servicing.

Moody's was provided with full year 2010 and full year 2011
operating results for 75% and 75% of the performing pool
respectively. Moody's weighted average LTV is 53% compared to 52%
at last full review. Moody's net cash flow reflects a weighted
average haircut of 12.3% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.7%.

Moody's actual and stressed DSCRs are 1.25X and 3.76X,
respectively, compared to 1.21X and 3.18X, 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 loans represent 59% of the pool balance. The largest
loan is the Providence Office Building ($4.7 million -- 24.7% of
the pool), which is secured by a 55,000 square foot (SF) office
property located in Charlotte, North Carolina. As of May 2011, the
property was 80% leased compared to 92% at last review.
Performance has declined as a result of the decline in occupancy.
Moody's LTV and stressed DSCR are 113% and 0.95 X, respectively,
compared to 98% and 1.10 X at last review.

The second largest loan is the Union Square Shopping Center ($4.4
million -- 23.1% of the pool), which is secured by a 20,800 SF
retail property located in New Castle, Pennsylvania, approximately
50 miles northwest of Pittsburgh. As of December 2011, the
property was 99% leased, the same as at last review. The three
largest tenants are Wal Mart, Staples and Fashion Bug. Performance
has remained stable. The loan is fully amortizing. Moody's LTV and
stressed DSCR are 26% and 3.85X, compared to 30% and 3.29X at last
review.

The third largest loan is the Town Center Shopping Center Loan
($2.2 million -- 11.5% of the pool), which is secured by a 78,500
SF retail center located in Jacksonville, Florida. Major tenants
include Winn Dixie and Amsterdam Lounge. As of February 2012, the
property was 92% leased compared to 100% at last review. Moody's
LTV and stressed DSCR are 33% and 3.08X respectively, compared to
36% and 2.84X at last review.


MORGAN STANLEY 2002-TOP7: Moody's Cuts Rating on L Certs. to 'C'
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
downgraded two classes and affirmed seven classes of Morgan
Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-
Through Certificates, Series 2002-TOP7 as follows:

Cl. C, Affirmed at Aaa (sf); previously on Nov 18, 2010 Upgraded
to Aaa (sf)

Cl. D, Upgraded to Aaa (sf); previously on Nov 18, 2010 Upgraded
to Aa2 (sf)

Cl. E, Upgraded to Aa2 (sf); previously on Feb 2, 2007 Upgraded to
A1 (sf)

Cl. F, Affirmed at Baa1 (sf); previously on Feb 2, 2007 Upgraded
to Baa1 (sf)

Cl. G, Affirmed at Baa3 (sf); previously on Jun 18, 2002
Definitive Rating Assigned Baa3 (sf)

Cl. H, Affirmed at Ba2 (sf); previously on Oct 1, 2009 Downgraded
to Ba2 (sf)

Cl. J, Affirmed at B3 (sf); previously on Nov 18, 2010 Downgraded
to B3 (sf)

Cl. K, Affirmed at Caa2 (sf); previously on Nov 18, 2010
Downgraded to Caa2 (sf)

Cl. L, Downgraded to C (sf); previously on Nov 18, 2010 Downgraded
to Ca (sf)

Cl. M, Affirmed at C (sf); previously on Oct 1, 2009 Downgraded to
C (sf)

Cl. X-1, Downgraded to B3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale

The upgrades are due to overall improved pool financial
performance and increased credit support due to loan payoffs and
amortization. The deal balance decreased by 89% since the prior
review from $655 million to $71.6 million.

The downgrade of Class L is due to increases in realized losses
since the prior review. The downgrade to the interest only (IO)
class is due to the interest only methodology which calculates the
rating of the class using a weighted average rating factor for all
bonds the IO class references.

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
8.0% of the current balance. At last review, Moody's cumulative
base expected loss was 2.9%. The current base expected loss is
higher than at the previous review due to the significant paydowns
since last review. At last review, Moody's analysis reflected a
$18.7 million cumulative base expected loss compared to $5.7
million at this review. Realized losses have increased from 1.1%
of the original balance to 1.7% since the prior review. Moody's
provides a current list of base losses for conduit and fusion CMBS
transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of 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 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 assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment 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 assessment
level, is incorporated for loans with similar credit assessments
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 assessments; 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 8 compared to 32 at Moody's prior review.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated July 14, 2011.

DEAL PERFORMANCE

As of the June 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 93% to $71.6
million from $969.4 million at securitization. The Certificates
are collateralized by 16 mortgage loans ranging in size from less
than 1% to 18% of the pool, with the top ten non-defeased loans
representing 84% of the pool. Two loans, representing 12% of the
pool, have defeased and are secured by U.S. Government securities.

Four loans, representing 26% 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.

Ten loans have been liquidated from the pool, resulting in a
realized loss of $16.5 million (24% loss severity on average).
Currently five loans, representing 38% of the pool, are in special
servicing. Moody's estimates an aggregate $3.8 million loss for
the specially serviced loans (50% expected loss on average).

Moody's has assumed a high default probability for one poorly
performing loan representing 7% of the pool and has estimated an
aggregate $1.3 million loss (25% expected loss based on a 50%
probability default) from this troubled loan.

Moody's was provided with full year 2010/2011 operating results
for 89% of the pool. Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 59% compared to 63% at
Moody's prior review. Moody's net cash flow reflects a weighted
average haircut of 27% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.8%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.55X and 1.90X, respectively, compared to
1.67X and 1.81X 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 36% of the pool. The largest
conduit loan is the Summerlin Centerpointe Plaza Loan ($12.7
million -- 17.8% of the pool), which is secured by a 144,819
square foot (SF) grocery anchored retail center located in Las
Vegas, Nevada. The center is anchored by Albertson's (41% of the
net rentable area (NRA); lease expiration December 2026). Other
tenants at the property include CVS, H&R Block, State Farm, GNC,
Great Clips, Starbucks, Pizza Hut, and McDonalds. The property was
99% leased as of March 2012 which is in line with the prior
review. The loan is stable and benefitting from amortization.
Moody's LTV and stressed DSCR are 53% and 1.93X, respectively,
compared to 59% and 1.74X at last review.

The second largest conduit loan is the Brooks Building Loan ($7.1
million -- 10.0% of the pool), which is secured by a 162,029 SF
office building located in the Western Loop submarket of Chicago,
Illinois. The property is on the watchlist due to low occupancy.
Occupancy at the property dropped from 85% to 66% at the end of
2010. Since then, the borrower has successfully been able to lease
up the property by 6% to 72% as of September 2011. The loan was
scheduled to mature in June 2012 but the servicer extended the
loan to July 2012 to give the borrower time to secure takeout
financing. Moody's LTV and stressed DSCR are 59% and 1.84X,
respectively, compared to 50% and 2.15X at last review.

The third largest conduit loan is the 180 North Wabash Loan ($5.6
million -- 7.8% of the pool), which is secured by a 142,938 SF
office building located in the East Loop submarket of Chicago,
Illinois. The property was 86% leased as of December 2011 which is
in line with the prior review. The loan matured in May 2012 but
the servicer extended the loan to July 2012 to give the borrower
time to secure takeout financing. Moody's LTV and stressed DSCR
are 49% and 2.21X, respectively, compared to 38% and 3.01X at last
review.


MORGAN STANLEY 2004-HQ3: Moody's Affirms Caa3 Rating on Q Certs.
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 17 classes of
Morgan Stanley Capital I Trust 2004-HQ3, Commercial Mortgage Pass-
Through Certificates, Series 2004-HQ3 as follows:

Cl. A-4, Affirmed at Aaa (sf); previously on Mar 10, 2004
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Feb 14, 2007 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on Feb 14, 2007 Upgraded
to Aaa (sf)

Cl. D, Affirmed at Aaa (sf); previously on Sep 26, 2007 Upgraded
to Aaa (sf)

Cl. E, Affirmed at Aa1 (sf); previously on Sep 26, 2007 Upgraded
to Aa1 (sf)

Cl. F, Affirmed at Aa3 (sf); previously on Sep 26, 2007 Upgraded
to Aa3 (sf)

Cl. G, Affirmed at A2 (sf); previously on Feb 14, 2007 Upgraded to
A2 (sf)

Cl. H, Affirmed at Baa1 (sf); previously on Mar 10, 2004
Definitive Rating Assigned Baa1 (sf)

Cl. J, Affirmed at Baa2 (sf); previously on Mar 10, 2004
Definitive Rating Assigned Baa2 (sf)

Cl. K, Affirmed at Baa3 (sf); previously on Mar 10, 2004
Definitive Rating Assigned Baa3 (sf)

Cl. L, Affirmed at Ba1 (sf); previously on Mar 10, 2004 Definitive
Rating Assigned Ba1 (sf)

Cl. M, Affirmed at Ba2 (sf); previously on Mar 10, 2004 Definitive
Rating Assigned Ba2 (sf)

Cl. N, Affirmed at B1 (sf); previously on Nov 18, 2010 Downgraded
to B1 (sf)

Cl. O, Affirmed at B2 (sf); previously on Nov 18, 2010 Downgraded
to B2 (sf)

Cl. P, Affirmed at B3 (sf); previously on Nov 18, 2010 Downgraded
to B3 (sf)

Cl. Q, Affirmed at Caa3 (sf); previously on Nov 18, 2010
Downgraded to Caa3 (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 debt service coverage ratio
(DSCR) and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings.

Moody's rating action reflects a cumulative base expected loss of
3.0% of the current pooled balance compared to 2.1% 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 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 assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment 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 assessment
level, is incorporated for loans with similar credit assessments
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 assessments; 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 14 compared to 16 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel based Large Loan Model v 8.4 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 25, 2011.

Deal Performance

As of the June 13, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 46% to $719 million
from $1.3 billion at securitization. The Certificates are
collateralized by 78 mortgage loans ranging in size from less than
1% to 15% of the pool, with the top ten loans representing 54% of
the pool. Eight loans, representing 12% of the pool, have been
defeased and are collateralized with U.S. Government Securities.
One loan, representing 15% of the pool, has an investment grade
credit assessment.

Two loans, representing 22% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the 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.

Two loans have been liquidated from the pool, resulting in an
aggregate realized loss of $5 million (70% average loss severity).
There are no loans in special servicing.

Moody's has assumed a high default probability for nine poorly
performing loans representing 12% of the pool and has estimated a
$14 million aggregate loss (16% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and full or partial year
2011 operating results for 100% and 97% of the conduit,
respectively. The conduit portion of the pool excludes troubled
and defeased loans as well as the loan with a credit assessment.
Moody's weighted average conduit LTV is 82% compared to 86% at
Moody's prior review. Moody's net cash flow reflects a weighted
average haircut of 11% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.4%.

Moody's actual and stressed conduit DSCRs are 1.34X and 1.25X,
respectively, compared to 1.30X and 1.21X 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 an investment-grade credit assessment is the GIC
Office Portfolio Loan ($105 million -- 14.6% of the pool), which
is a pari-passu interest in a $670 million first mortgage loan.
The portfolio is also encumbered by a $120 million B-note. The
portfolio is secured by 12 office properties totaling 6.4 million
square feet (SF) that are located in seven states. The largest
geographic concentrations are Illinois (39%), Pennsylvania (17%)
and California (12%). The portfolio was 87% leased as of December
2011, which is the same as at last review. Moody's current credit
estimate and stressed DSCR are Baa3 and 1.44X, which is the same
as at last review.

The top three conduit loans represent 24% of the pool. The largest
loan is the Harbor Steps Loan ($94 million -- 13.0% of the pool),
which is secured by a 739 unit, four building, class A apartment
complex located in Seattle, Washington's Financial District. The
complex is also encumbered by a $21 million B-note. The collateral
was 95% occupied at March 2012 compared to 98% at March 2011. The
portfolio's average rent increased by over 10%, which caused
performance to improve despite the small occupancy decline.
Moody's LTV and stressed DSCR are 79% and 1.09X, respectively,
compared to 82% and 1.05X at last review.

The second largest conduit loan is the Alamo Quarry Market &
Quarry Crossing Loan ($60 million -- 8.4% of the pool), which
represents a pari passu interest in a $95 million first mortgage
loan. The loan is secured by a 590,000 SF power center located in
San Antonio, Texas. The center was 94% leased at March 2012
compared to 97% at last review. The decline in occupancy is due to
Border's vacating its 30,000 SF space. The borrower does not
consolidate the property's tenant sales reports, but many tenants
including: Victoria's Secret, Lululemon, White House Black Market
and Whole Foods reported strong sales with a double digit
percentage increase. Moody's LTV and stressed DSCR are 84% and
1.13X, respectively, compared to 94% and 1.01X at last review.

The third largest conduit loan is the Lifetime Pool Loan ($22
million -- 3.1% of the pool), which is secured by two health &
fitness clubs totaling 279,000 SF. The properties are located in
Canton and Rochester Hills, Michigan. Lifetime Fitness, which
trades on the NYSE (Ticker: LTM), leases the properties through
October 2023 with a blended base rent of $17 PSF. Lifetime
operates approximately 100 similar facilities throughout the
United States and Canada. Moody's LTV and stressed DSCR are 90%
and 1.77X, respectively, compared to 93% and 1.71X at last review.


MORGAN STANLEY 2006-18: Moody's Removes Rating on $43-Mil. Notes
----------------------------------------------------------------
Moody's Investors Service corrected the rating history and
withdrawn the rating for U.S. $43,000,000 Floating Rate Notes due
September 20, 2013 (the "Notes") issued by Morgan Stanley ACES
SPC, Series 2006-18 (the "Issuer").  The Issuer redeemed and
cancelled the Notes on August 12, 2009.  In error, Moody's
continued to monitor the Notes and on October 30, 2009, downgraded
the rating to Caa3 (sf) from B3 (sf).

Moody's has now removed the October 30, 2009 downgrade to Caa3
(sf) and withdrawn the B3 (sf) rating as of August 12, 2009 due to
obligation no longer outstanding.


MORGAN STANLEY 2007-IQ14: S&P Rates Class A-A-MFX Certs. 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB (sf)' rating
to the $70.0 million class A-MFX commercial mortgage pass-through
certificates and concurrently withdrew its 'BB (sf)' rating on the
$70.0 million class A-MFL certificates from Morgan Stanley Capital
I Trust 2007-IQ14, a U.S. commercial mortgage-backed securities
(CMBS) transaction. "In addition, we assigned our 'CCC- (sf)'
rating to the $32.349 million class A-JFX certificates from the
same transaction," S&P said.

"Our assigned rating on class A-MFX and our simultaneous rating
withdrawal on class A-MFL follow the issuance of the A-MFX
certificates in connection with the termination of the interest
rate swap agreement applicable to the $70.0 million class A-MFL
certificates. The rating assigned to class A-JFX follows the
issuance of this class of certificates in connection with the
partial termination of the interest rate swap agreement relating
to the class A-JFL certificates," S&P said.

"Standard & Poor's previously rated the class A-MFL certificates
'BB (sf)'.Interest rate swap agreements support the floating-rate
interest payments due on class A-MFL. The terms of these
certificates permit the interest payments to be converted to the
interest rate on the underlying class A-MFL real estate investment
conduit (REMIC) regular interest if the applicable interest rate
swap agreement is terminated or if continuing payment default
exists on the related swap. As a result of this swap termination,
the $70.0 million class A-MFL certificates will no longer be
outstanding; thus, we withdrew our rating on this class.
Concurrently, the class A-MFX certificates issued will have an
outstanding principal balance of $70.0 million," S&P said.

"Any payments or losses on the underlying class A-MFL REMIC
regular interest that would have previously been allocable to the
class A-MFL certificates will now be allocated to the class A-MFX
certificates," S&P said.

"Standard & Poor's currently rates the class A-JFL certificates
'CCC- (sf)'. Interest rate swap agreements support the floating-
rate interest payments due on class A-JFL. The terms of these
certificates permit the interest payments to be converted to the
interest rate on the underlying class A-JFL REMIC regular interest
if the applicable interest rate swap agreement is terminated or if
continuing payment default exists on the related swap. The trust
elected to terminate the class A-JFL swap agreement with respect
to $32.349 million of the class A-JFL certificates' $192.389
million outstanding. In connection with this partial swap
termination, the $32.349 million portion has been re-designated as
the class A-JFX certificates," S&P said.

"Concurrent with the partial swap termination, the class A-JFL
certificates will be split into two classes. The $192.389 million
class A-JFL certificates will be split into the $160.04 million
class A-JFL certificates, which will continue to receive floating-
rate interest payments, and the $32.349 million class A-JFX
certificates, which will receive interest payments. As a result of
the split, any payments or losses on the underlying class A-JFL
REMIC regular interest that would have previously been allocable
in their entirely to the class A-JFL certificates will now be
allocated to the class A-JFL and A-JFX certificates on a pro rata
basis, as applicable," S&P said.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1111688.pdf

RATINGS ASSIGNED

Morgan Stanley Capital I Trust 2007-IQ14
Commercial mortgage pass-through certificates

Class         Rating
A-MFX         BB (sf)
A-JFX         CCC- (sf)

RATING WITHDRAWN

Morgan Stanley Capital I Trust 2007-IQ14
Commercial mortgage pass-through certificates

                    Rating
Class          To             From
A-MFL          NR             BB (sf)

NR-Not rated.


NOMURA ASSET: Moody's Lowers Rating on Cl. M-2 Tranche to 'C'
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 12
tranches, upgraded the rating of one tranche, and confirmed the
ratings of 13 tranches from eight RMBS transactions, backed by
Alt-A loans, issued by Nomura Asset Acceptance Corporation.

In addition, the rating on Class AIO-2 from Nomura Asset
Acceptance Corporation, Alternative Loan Trust, Series 2003-A2 has
been reinstated after having been inadvertently withdrawn on April
15, 2009.

Ratings Rationale

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

Moody's adjusts the methodologies noted above for 1) Moody's
current view on loan modifications 2) small pool volatility and 3)
bonds that financial guarantors insure.

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.

Small Pool Volatility

The above RMBS approach only applies to structures with at least
40 loans and a pool factor of greater than 5%. Moody's can
withdraw its rating when the pool factor drops below 5% and the
number of loans in the deal declines to 40 loans or lower. If,
however, a transaction has a specific structural feature, such as
a credit enhancement floor, that mitigates the risks of small pool
size, Moody's can choose to continue to rate the transaction.

For pools with loans less than 100, Moody's adjusts its
projections of loss to account for the higher loss volatility of
such pools. For small pools, a few loans becoming delinquent would
greatly increase the pools' delinquency rate.

To project losses on Alt-A pools with fewer than 100 loans,
Moody's first calculates an annualized delinquency rate based on
vintage, number of loans remaining in the pool and the level of
current delinquencies in the pool. For Alt-A and Option Arm pools,
Moody's first applies a baseline delinquency rate of 10% for 2004,
5% for 2003 and 3% for 2002 and prior. Once the loan count in a
pool falls below 76, this rate of delinquency is increased by 1%
for every loan fewer than 76. For example, for a 2004 pool with 75
loans, the adjusted rate of new delinquency is 10.1%. Further, to
account for the actual rate of delinquencies in a small pool,
Moody's multiplies the rate calculated above by a factor ranging
from 0.50 to 2.0 for current delinquencies that range from less
than 2.5% to greater than 30% respectively. Moody's then uses this
final adjusted rate of new delinquency to project delinquencies
and losses for the remaining life of the pool under the approach
described in the methodology publication.

Bonds insured by financial guarantors

The credit quality of RMBS that a financial guarantor insures
reflect the higher of the credit quality of the guarantor or the
RMBS without the benefit of the guarantee. As a result, the rating
on the securities is the higher of 1) the guarantor's financial
strength rating and 2) the current underlying rating, which is
what the rating of the security would be absent consideration of
the guaranty. The principal methodology Moody's uses in
determining the underlying rating is the same methodology for
rating securities that do not have financial guaranty, described
earlier.

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

The 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 8.2% 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: Nomura Asset Acceptance Corporation,
          Alternative Loan Trust, Series 2004-AP1

Cl. A-5, Confirmed at Ba3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2004-AP2

Cl. A-5, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Cl. A-6, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2004-AP3

Cl. A-5A, Confirmed at Ba2 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Cl. A-5B, Confirmed at Ba2 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Cl. A-6, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

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

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

  Issuer: Nomura Asset Acceptance Corporation,
          Alternative Loan Trust, Series 2004-AR1

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

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

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

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

Cl. IV-X, Downgraded to Caa1 (sf); previously on Feb 22, 2012 B2
(sf) Placed Under Review for Possible Downgrade

  Issuer: Nomura Asset Acceptance Corporation,
          Alternative Loan Trust, Series 2004-AR2

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

Cl. M-2, Downgraded to C (sf); previously on Feb 28, 2011
Downgraded to Ca (sf)

  Issuer: Nomura Asset Acceptance Corporation,
          Alternative Loan Trust, Series 2004-AR3

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

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

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

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

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

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

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

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

   Issuer: Nomura Asset Acceptance Corporation,
           Alternative Loan Trust, Series 2004-AR4

Cl. M-1, Upgraded to B2 (sf); previously on Jan 31, 2012 Caa2 (sf)
Placed Under Review for Possible Upgrade

  Issuer: Nomura Asset Acceptance Corporation,
          Alternative Loan Trust, Series 2003-A2

Cl. AIO-2, Reinstated to Caa2 (sf)

Cl. M1, Downgraded to A1 (sf); previously on Aug 11, 2003 Assigned
Aa1 (sf)

Cl. M2, Downgraded to Baa2 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. B1, Downgraded to B3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. B2, Downgraded to Ca (sf); previously on Feb 28, 2011
Downgraded to Caa2 (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF290091

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


OCTAGON INVESTMENT X: 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 Octagon Investment Partners X Ltd. and
removed them from CreditWatch, where S&P placed them with positive
implications on June 18, 2012. "At the same time, we affirmed the
ratings on the A-1 and A-1R classes. Octagon Investment Partners X
Ltd. is a collateralized loan obligation (CLO) transaction managed
by Octagon Credit Investors LLC," S&P said.

"The upgrades mainly reflect improvements in the credit quality of
the assets in the transaction's underlying asset portfolio since
our March 30, 2010, downgrades. The affirmations reflect
sufficient credit support available to the notes at the current
rating levels," S&P said.

Octagon Investment Partners X Ltd. will be in its reinvestment
period until October 2013, and the collateral manager is investing
all principal proceeds in new collateral.

"Transaction performance has improved since our last review in
2010. Most notably, the amounts of 'CCC' rated and defaulted
assets held in the transaction have decreased. According to the
May 11, 2012, trustee report, which we referenced for the actions,
the transaction has no defaulted assets. This compares with $13.87
million in defaulted assets noted in the Feb. 11, 2010, trustee
report, which we used for our March 2010 downgrades. The May 2012
report noted that the transaction has about 4.3% of the collateral
in 'CCC' rated assets, down from about 6.6% in February 2010," S&P
said.

The increase in performing assets and the decrease in 'CCC' rated
and defaulted assets have improved the B, C, D, and E
overcollateralization (O/C) ratios more than 2.4%.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1111687.pdf

RATING AND CREDITWATCH ACTIONS

Octagon Investment Partners X Ltd.
                       Rating
Class             To            From
B                 AA (sf)       A+ (sf)/Watch Pos
C                 A (sf)        BBB+ (sf)/Watch Pos
D                 BBB (sf)      BB+ (sf)/Watch Pos
E                 BB (sf)       CCC+ (sf)/Watch Pos

RATINGS AFFIRMED

Octagon Investment Partners X Ltd.
Class             Rating
A-1               AA+ (sf)
A-1R              AA+ (sf)


TRANSACTION INFORMATION
Issuer:             Octagon Investment Partners X Ltd.
Collateral manager: Octagon Credit Investors LLC
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CLO


OWS CLO I: S&P Affirms 'BB+' Rating on Class C Notes; Off Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2, B, X-1, and X-2 notes from OWS CLO I Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by
Alcentra Ltd. "At the same time, we removed our ratings on these
classes from CreditWatch with positive implications, where we
placed them on April 18, 2012. We also affirmed our ratings on the
class A-1, C, and D notes and removed our rating on the class C
notes from CreditWatch with positive implications," S&P said.

"The upgrades mainly reflect paydowns to the class A-1 notes and a
subsequent improvement in the overcollateralization (O/C)
available to support the notes since March 2011, when we upgraded
all of the notes. Since that time, the transaction has paid down
the class A-1 notes by approximately $109.2 million, reducing the
outstanding note balance to 22.24% of the original balance at
issuance," S&P said.

Mainly due to paydowns to the class A-1 notes, the upgrades also
reflect an improvement in the O/C available to support the notes
since S&P's March 2011 rating actions. The trustee reported the
following O/C ratios in the May 2012 monthly report:

-  The class A O/C ratio was 153.88%, compared with a reported
    ratio of 121.21% in February 2011;

-  The class B O/C ratio was 127.24%, compared with a reported
    ratio of 112.28% in February 2011;

-  The class C O/C ratio was 115.78%, compared with a reported
    ratio of 107.75% in February 2011; and

-  The class D O/C ratio was 105.45%, compared with a reported
    ratio of 102.85% in February 2011.

"The transaction is no longer in its reinvestment period and,
subsequently, we expect further paydowns to the senior notes going
forward," S&P said.

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

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

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

OWS CLO I Ltd.
                   Rating
Class         To           From
A-2           AAA (sf)     AA+ (sf)/Watch Pos
B             A (sf)       BBB+ (sf)/Watch Pos
C             BB+ (sf)     BB+ (sf)/Watch Pos
X-1           AAA (sf)     A+ (sf)/Watch Pos
X-2           AAA (sf)     A+ (sf)/Watch Pos

RATINGS AFFIRMED

OWS CLO I Ltd.
Class                Rating
A-1                  AAA (sf)
D                    CCC+ (sf)

TRANSACTION INFORMATION
Issuer:             OWS CLO I Ltd.
Coissuer:           OWS CLO I Corp.
Collateral manager: Alcentra Ltd.
Underwriter:        Institutional Credit Partners LLC
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CDO


OZLM FUNDING: S&P Rates $21.6MM Class D Deferrable Notes 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to OZLM Funding Ltd./OZLM Funding LLC's $459 million
floating-rate notes.

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

The preliminary ratings are based on information as of June 26,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

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

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

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

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

-  The asset manager's experienced management team.

-  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
    0.3439%-12.6500%.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1111687.pdf

PRELIMINARY RATINGS ASSIGNED
OZLM Funding Ltd./OZLM Funding LLC

Class                  Rating            Amount
                                       (mil. $)
A-1                    AAA (sf)           322.8
A-2                    AA (sf)             58.0
B (deferrable)         A (sf)              37.5
C (deferrable)         BBB (sf)            19.1
D (deferrable)         BB (sf)             21.6
Subordinated notes     NR                  51.7

NR-Not rated.


PALISADES CDO: Fitch Junks Rating on Seven Note Classes
-------------------------------------------------------
Fitch Ratings has downgraded two and affirmed five classes of
notes issued by Palisades CDO, Ltd. as follows:

  -- $130,187,045 class A-1A notes to 'CCCsf' from 'Bsf/OutN';
  -- $2,134,214 class A-1B notes to 'CCCsf' from 'Bsf/OutN';
  -- $88,500,000 class A-2 notes at 'Csf';
  -- $78,000,000 class B-1 notes at 'Csf';
  -- $6,000,000 class B-2 notes at 'Csf';
  -- $12,844,000 class C-1 notes at 'Csf';
  -- $13,266,501 class C-2 notes at 'Csf'.

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

Since the last review in June 2011, the credit quality of the
portfolio has deteriorated, with approximately 22.3% of the
portfolio downgraded a weighted average of 5 notches.  Currently,
76.9% of the current portfolio has a Fitch derived rating below
investment grade and 68.2% has a rating in the 'CCC' rating
category or lower, compared to 68.8% and 58.7% respectively, at
last review.  In addition, 52.2% of the portfolio is considered
defaulted per the trustee, up from 30.6% at last review.

Although the class A-1A and A-1B (together, class A-1) notes have
paid down approximately $45.5 million of its previous outstanding
balance through excess spread and principal proceeds, the current
cash flow modeling results indicate that breakevens for the notes
have decreased since last review and the notes are now passing at
'B' in only one cash flow model scenario, with minimal cushion.
The risk of adverse selection remains a concern as the portfolio
becomes more concentrated.  Additionally, the portfolio WARF has
deteriorated since the last review, and the notes are currently
reliant on assets rated 'CCC' to perform.  Fitch does not assign
Outlooks to classes rated 'CCC' and below.

Breakeven levels for the class A-2, class B-1, class B-2, class C-
1, and C-2 notes were below SF PCM's 'CCC' default level, the
lowest level of defaults projected by SF PCM.  For these classes,
Fitch compared the respective credit enhancement levels to the
expected losses from the distressed and defaulted assets in the
portfolio (rated 'CCsf' or lower).  This comparison indicates that
default continues to appear inevitable for these classes of notes
at or prior to maturity.

Palisades CDO is a structured finance collateralized debt
obligation (SF CDO) that closed on July 15, 2004 and is managed by
Western Asset Management Company.  As of the May 2012 trustee
report, the portfolio is comprised of residential mortgage backed
securities (88.3%), consumer and commercial asset backed
securities (9.1%), corporate CDOs (1.9%), commercial mortgage
backed securities (.4%), and SF CDOs (.3%) from 1997 through 2004
vintage transactions.


PNC MORTGAGE: Fitch Affirms 'D' Rating on Five Note Classes
-----------------------------------------------------------
Fitch Ratings upgrades PNC Mortgage Acceptance Corp., series 2000-
C1.

The upgrades are the result of increased credit enhancement.
Fitch modeled losses of 23% of the remaining pool; expected losses
of the original pool are at 6.8%, including losses already
incurred to date.

As of the June 2012 distribution date, the pool's aggregate
principal balance has been paid down by approximately 95% to $29.1
million from $1.24 billion at issuance.  Four (14%) of the
remaining 21 loans are defeased.  One asset is with the special
servicer (15.1%).  Interest shortfalls are currently affecting
classes G and H with cumulative unpaid interest totaling $3.5
million.

Fitch stressed the cash flow of the non-defeased, non-specially
serviced loans by applying a 10% reduction to 2011 fiscal year-end
net operating income, and applying a stressed cap rate to
determine value.  Under this analysis, two loans, in addition to
the specially serviced asset, are expected to incur a loss.

The largest asset in the pool (15.1%) and the largest contributor
to loss is a vacant 455, 000 square foot industrial property in
Auburn Hills, MI.  The asset is real estate owned (REO) and is
listed for sale.

Fitch upgrades the following classes as indicated:

  -- $4.8 million class F to 'AAAsf' from 'AA+sf'; Outlook Stable;
  -- $12 million class G to 'Bsf' from 'CCC', Outlook Stable.

Fitch affirms the following:

  -- $12 million class H at 'Dsf'; RE 50%;
  -- Class J at 'Dsf'; RE 0%;
  -- Class K at 'Dsf'; RE 0%;
  -- Class L at 'Dsf'; RE 0%;
  -- Class M at 'Dsf'; RE 0%.

Classes A-1, A-2, B, C, D and E are paid in full.  Fitch does not
rate class O.  The ratings on class N and interest-only class X
have previously been withdrawn.


RACE POINT III: S&P Raises Rating on Class E Notes to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B, C, and E notes from Race Point III CLO Ltd., a
collateralized loan obligation (CLO) transaction managed by
Sankaty Advisors LLC. "At the same time, we affirmed our rating on
the class D notes," S&P said.

"The rating actions follow our performance review of the
transaction and reflect a relatively positive rating migration of
the underlying portfolio and improvement in the
overcollateralization available since our March 2010 rating
actions, when we lowered our ratings on all of the notes. Since
our March 2010 rating actions, we have observed a decrease in the
amount of defaulted assets due to the sale or reclassification of
defaulted assets into 'CCC' or higher rating categories. As of May
2012, the transaction held $4.0 million (or 0.7% of the collateral
pool) in defaulted assets, down from $29.3 million (or 5.2%) in
defaulted assets as of March 2010. We also have observed that the
amount of assets with ratings in the 'CCC' range have decreased to
$8.4 million (or 1.4%), down from $20.7 million (or 3.7%) as of
March 2010," S&P said.

"The transaction's overcollateralization (O/C) ratios have
improved since March 2010 on average by approximately 2.2%. The
increase of the transaction's weighted-average spread was also a
positive factor in our rating analysis. The increase in the
weighted average spread reflects the collateral manager's
continuous reinvestment of redemption proceeds into assets that
pay greater margins. The transaction is still in its reinvestment
period and all of the rated classes have their original principal
balances outstanding," S&P said.

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com


Race Point III CLO Ltd.
                            Rating
Class                   To           From
A                       AA+ (sf)     A+ (sf)
B                       AA (sf)      A- (sf)
C                       A- (sf)      BB+ (sf)
E                       BB (sf)      B+ (sf)

RATING AFFIRMED

Race Point III CLO Ltd.
Class                   Rating
D                       BB+ (sf)


RAMP SERIES: Moody's Raises Rating on Class M-2 Tranche From Ba3
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the Class M-2
tranche issued by RAMP Series 2002-RZ2 Trust. This transaction is
backed primarily by first-lien, Subprime loans.

Ratings Rationale

The action is 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 action reflects 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.

In its analysis, Moody's also took into account the fact that the
Class M-2 tranche has small unpaid prepayment interest shortfalls
(four basis points of the current tranche balance in total).
According to the Pool and Servicing Agreement for this
transaction, prepayment interest shortfalls are covered by
compensating interest that is due to the servicer in the
particular distribution period when the prepayment interest
shortfalls occur. However, if that month's compensating interest
is insufficient to cover the prepayment interest shortfalls in any
period then the unpaid shortfalls are allocated to the tranches
and paid at the bottom of the available funds waterfall. Moody's
does not expect these prepayment interest shortfalls to be paid
off but the final shortfall amount should not be materially higher
than the current shortfall of four basis points.

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

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: RAMP Series 2002-RZ2 Trust

Cl. M-2, Upgraded to A2 (sf); previously on Jan 31, 2012 Ba3 (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_SF290087

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


SALOMON BROTHERS: Moody's Lifts Rating on Cl. M-1 Secs. From B1
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 1 tranche
from Salomon Brothers Mortgage Securities VII, Inc. 1998-OPT2.

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 and Moody's Analytics (MA) still expect a
below-trend growth for the US economy for 2012, with the
unemployment rate remaining high and home prices dropping another
1% from the levels seen in 4Q 2011.

Complete rating actions are as follows:

Issuer: Salomon Brothers Mortgage Securities VII, Inc. Series
1998-OPT2

M-1, Upgraded to Baa3 (sf); previously on Jan 31, 2012 B1 (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_SF290086

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


SANDELMAN FINANCE 2006-2: S&P Ups Rating on Class D Notes to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of notes from Sandelman Finance 2006-2 Ltd., a
collateralized loan obligation (CLO) transaction backed by
corporate loans. "At the same time, we removed the ratings from
CreditWatch with positive implications, where we placed them on
April 18, 2012. We also affirmed our ratings on two other classes
from the transaction," S&P said.

"The upgrades reflect performance improvements we have observed in
the transaction's underlying asset portfolio since our last rating
action. The affirmation reflects credit support commensurate with
the current rating levels," S&P said.

"This transaction will be in its reinvestment period until
February 2013. According to the April 2012 trustee report, there
were no defaulted assets within the asset portfolio, compared with
$31.45 million reported in the December 2009 trustee report, which
we used for our March 2010 actions. Over the same time period, the
amount of 'CCC' rated assets decreased to $54.44 million from
$69.25 million. The deal has also made paydowns to the class B and
C notes from excess interest proceeds. The transaction has paid
down the class B notes by $7.79 million and it has paid down the
class C notes by $5.20 million since the March 2010 rating
actions. Due to these and other factors, the overcollateralization
(O/C) ratios for the class A, B, C, and D notes have increased,"
S&P said.

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

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

Sandelman Finance 2006-2 Ltd.
                Rating
Class        To         From
A-2          AA+ (sf)   AA (sf)/Watch Pos
B            AA- (sf)   A (sf)/Watch Pos
C            BBB+ (sf)  BB+ (sf)/Watch Pos
D            BB+ (sf)   B+ (sf)/Watch Pos

RATINGS AFFIRMED

Sandelman Finance 2006-2 Ltd.
Class          Rating
A-1A           AAA (sf)
A-1B           AAA (sf)


SANTANDER CONSUMER: Moody's Reviews 'Ba2' Ratings for Upgrade
-------------------------------------------------------------
Moody's Investors Service has placed on review for upgrade 11
subordinate tranches from three 2011 subprime auto loan
transactions sponsored by Santander Consumer USA Inc.

Complete rating actions are as follows:

Issuer: Santander Consumer Acquired Receivables Trust 2011-S1

Class B, Aa1 (sf) Placed Under Review for Possible Upgrade;
previously on Mar 28, 2011 Definitive Rating Assigned Aa1 (sf)

Class C, A2 (sf) Placed Under Review for Possible Upgrade;
previously on Mar 28, 2011 Definitive Rating Assigned A2 (sf)

Class D, Baa2 (sf) Placed Under Review for Possible Upgrade;
previously on Mar 28, 2011 Definitive Rating Assigned Baa2 (sf)

Issuer: Santander Drive Auto Receivables Trust 2011-1

Cl. B, Aa1 (sf) Placed Under Review for Possible Upgrade;
previously on May 6, 2011 Definitive Rating Assigned Aa1 (sf)

Cl. C, A1 (sf) Placed Under Review for Possible Upgrade;
previously on May 6, 2011 Definitive Rating Assigned A1 (sf)

Cl. D, Baa2 (sf) Placed Under Review for Possible Upgrade;
previously on May 6, 2011 Definitive Rating Assigned Baa2 (sf)

Cl. E, Ba2 (sf) Placed Under Review for Possible Upgrade;
previously on May 6, 2011 Definitive Rating Assigned Ba2 (sf)

Issuer: Santander Drive Auto Receivables Trust 2011-2

Cl. B, Aa1 (sf) Placed Under Review for Possible Upgrade;
previously on Jun 30, 2011 Definitive Rating Assigned Aa1 (sf)

Cl. C, A1 (sf) Placed Under Review for Possible Upgrade;
previously on Jun 30, 2011 Definitive Rating Assigned A1 (sf)

Cl. D, Baa2 (sf) Placed Under Review for Possible Upgrade;
previously on Jun 30, 2011 Definitive Rating Assigned Baa2 (sf)

Cl. E, Ba2 (sf) Placed Under Review for Possible Upgrade;
previously on Jun 30, 2011 Definitive Rating Assigned Ba2 (sf)

Ratings Rationale

The reviews of the 2011-1 and 2011-2 transactions were driven by
the buildup of credit enhancement due to the sequential pay
structure and stabilizing performance. The review of the Santander
Consumer Acquired Receivables Trust 2011-S1 transaction is driven
by the downward revision of the underlying pools' collateral net
loss expectation.

Securities from Santander Consumer Acquired Receivables Trust
2011-S1, which is a re-securitization of the overcollateralization
of CitiFinancial Auto Issuance Trust 2009-1, were also placed on
review for possible upgrade due to the reduction in Moody's
lifetime expected loss of the underlying CitiFinancial
transaction. Additionally, each tranche's target enhancement level
is broken out into two portions. One part is calculated based on
the current pool balance and the other is based on the original
pool balance. The portion of the target enhancement level that is
based on the original pool balance is non-declining. This will
enable the tranches level of credit enhancement to increase over
time.

Below are key performance metrics (as of the May 2012 distribution
date) and credit assumptions for each affected transaction. Credit
assumptions include Moody's expected lifetime CNL expected range
which is expressed as a percentage of the original pool balance.
Performance metrics include pool factor which is the ratio of the
current collateral balance to the original collateral balance at
closing; total credit enhancement, which typically consists of
subordination, overcollateralization, and a reserve fund; and per
annum excess spread.

Issuer: Santander Drive Auto Receivables Trust 2011-1

Lifetime CNL expected Range - 13.00% - 15.00%, prior expectation
(December 2011) - 15.00%

Pool factor -- 65.9%

Total credit enhancement (excluding excess spread ): Class A -
62.03%, Class B - 45.34%, Class C - 36.24%, Class D - 22.59%,
Class E - 18.03%

Excess spread -- Approximately 9.9% per annum

Issuer: Santander Drive Auto Receivables Trust 2011-2

Lifetime CNL expected Range - 13.00% - 15.00%, prior expectation
(December 2011) - 15.00%

Pool factor -- 69.8%

Total credit enhancement (excluding excess spread ): Class A --
59.4%, Class B -- 43.65%, Class C -- 35.05%, Class D -- 22.16%,
Class E -- 17.86%

Excess spread -- Approximately 9.9% per annum

Issuer: Santander Consumer Acquired Receivables Trust 2011-S1
(underlying CitiFinancial Auto Issuance Trust 2009-1)

Lifetime CNL expected Range - 6.00% - 6.50%, prior expectation
(Dec 2011) - 7.00%

Pool factor -- 35.4%

Total credit enhancement (excluding excess spread ): Class A -
41.05%, Class B -- 25.09%, Class C -- 12.65%, Class D -- 9.24%

Excess spread -- Approximately 10% per annum

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

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

The principal methodology used in these ratings was "Moody's
Approach to Rating U.S. Auto Loan Backed Securities " published in
May 2011.


SANTANDER DRIVE: Fitch to Rate $47.46-Mil. Class E Notes 'BBsf'
---------------------------------------------------------------
Fitch Ratings expects to rate Santander Drive Auto Receivables
Trust 2012-4 as follows:

  -- $281,000,000 class A-1 notes 'F1+sf';
  -- $398,660,000 class A-2 notes 'AAAsf'; Outlook Stable;
  -- $237,850,000 class A-3 notes 'AAAsf'; Outlook Stable;
  -- $150,290,000 class B notes 'AAsf'; Outlook Stable;
  -- $189,830,000 class C notes 'Asf'; Outlook Stable;
  -- $142,370,000 class D notes 'BBBsf'; Outlook Stable;
  -- $47,460,000 class E notes 'BBsf'; Outlook Stable.

Fitch's stress and rating sensitivity analysis are discussed in
the presale report titled 'Santander Drive Auto Receivables Trust
2012-4', dated June 25, 2012.

Key Rating Drivers:

Consistent Credit Quality: The credit quality of 2012-4 is
representative of the subprime market and is comparatively better
than 2012-3 (not rated [NR] by Fitch).  The weighted average (WA)
Fair Isaac Corp. (FICO) score is 589, and the WA internal loss
forecasting score (LFS) is 584.  Used vehicles total 71.2%, and
the WA loan-to-value (LTV) ratio is 113%, consistent with prior
transactions.

Consistent Credit Enhancement Structure: The cash flow
distribution is a sequential-pay structure, consistent with prior
transactions.  Initial hard credit enhancement (CE) is 44% for the
class A notes.  The reserve totals 2% (non-declining), and initial
overcollateralization (OC) is 8.50% (both of the initial pool
balance), growing to a target of 15% (of the current pool
balance).

Stable Portfolio/Securitization Performance: Despite weaker 2011
vintage performance, losses on SCUSA's portfolio and 2010-2011
SDART securitizations declined from prior years, supported by the
economic rebound and strong used vehicle values supporting higher
recovery rates.

Stable Corporate Health: SCUSA recorded solid financial results in
2011 and early 2012 and has been profitable since 2007.  Fitch
rates Santander, the majority owner of SCUSA, 'BBB+/F2' with a
Negative Rating Outlook.

Consistent Origination/Underwriting/Servicing: SCUSA demonstrates
adequate abilities as originator, underwriter, and servicer,
evidenced by historical portfolio delinquency, loss experience,
and securitization performance. Fitch deems SCUSA capable to
service 2012-4.

Legal Structure Integrity: The legal structure of the transaction
should provide that a bankruptcy of SCUSA would not impair the
timeliness of payments on the securities.


SANTANDER DRIVE: Moody's Assigns '(P)Ba2' Rating to Cl. E Secs.
---------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to the
notes to be issued by Santander Drive Auto Receivables Trust 2012-
4 (SDART 2012-4). This is the fourth public subprime transaction
of the year for Santander Consumer USA Inc. (SCUSA).

The complete rating actions are as follows:

Issuer: Santander Drive Auto Receivables Trust 2012-4

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

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

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

Cl. B, Assigned (P)Aa1 (sf)

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

Cl. D, Assigned (P)Baa2 (sf)

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

Ratings Rationale

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

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

Moody's median cumulative net loss expectation for the SDART 2012-
4 pool is 15.0% and the Aaa level is 47.0%. The loss expectation
was based on an analysis of SCUSA's portfolio vintage performance
as well as performance of past securitizations, and current
expectations for future economic conditions.

The Assumption Volatility Score for this transaction is Low/Medium
versus a Medium for the sector. This is driven by the a Low/Medium
assessment for Governance due to the presence of a highly rated
parent, Banco Santander (A3 /P-2), in addition to the size and
strength of SCUSA's servicing platform.

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

Moody's Parameter Sensitivities: If the net loss used in
determining the initial rating were changed to 19.0%, 25.5% or
29.0%, the initial model output for the Class A notes might change
from Aaa to Aa1, A1, and Baa1, respectively. If the net loss used
in determining the initial rating were changed to 15.5%, 19,5% or
22.5%, the initial model output for the Class B notes might change
from Aa1 to Aa2, A2, and Baa2, respectively. If the net loss used
in determining the initial rating were changed to 15.25%, 16.5% or
20%, the initial model output for the Class C notes might change
from Aa3 to A1, Baa1, and Ba1, respectively. If the net loss used
in determining the initial rating were changed to 15.25%, 17.5% or
20.0%, the initial model output for the Class D notes might change
from Baa2 to Baa3, Ba3, and B3 respectively. If the net loss used
in determining the initial rating were changed to 15.25%, 16.5% or
18.5%, the initial model output for the Class E notes might change
from Ba2 to Ba3, B3, and
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.


SATURNS 2001-6: Moody's Cuts Rating on $63-Mil. Certs. to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one
structured finance security indirectly exposed to the declining
credit quality of a firm with a global capital market operation ,
Bank of America, which Moody's downgraded on June 21, 2012. The
rating actions affects one structured note in the US.

Issuer: Saturns 2001-6 (Bank of America)

U.S. $63,370,000 Certificates Due 2026, Downgraded to Ba2;
previously on February 17, 2012 Ba1 Placed Under Review for
Possible Downgrade

Ratings Rationale

The transaction is a structured note whose rating is based on
credit quality of the underlying securities, the swap
counterparty, Morgan Stanley, and the legal structure of the note.
The rating action results from the rating change on the underlying
securities, which are the BankAmerica Institutional Capital A
(pref.) which were downgraded to Ba2(hyb) on June 21, 2012.
Moody's downgraded the ratings on Bank of America and its
securities on June 21, 2012.

Moody's notes that these transactions are subject to a high level
of macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by 1) uncertainties of credit
conditions in the general economy and 2) the acute sovereign and
banking crisis in the euro area, which is weakening the credit
profiles of banks exposed to the currency union. This crisis
accentuates challenges facing banks globally.

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

Moody's conducted no additional cash flow analysis or stress
scenarios because the rating is derived from the rating of the
underlying security.


SEQUOIA MORTGAGE: Fitch Rates $1.4MM Class B-4 Certs. at 'BBsf'
---------------------------------------------------------------
Fitch Ratings assigns the following ratings to Sequoia Mortgage
Trust 2012-3, mortgage pass-through certificates, series 2012-3
(SEMT 2012-3):

  -- $172,158,000 class A-1 certificates 'AAAsf'; Outlook Stable;
  -- $100,000,000 class A-2 certificates 'AAAsf'; Outlook Stable;
  -- $272,158,000 notional class A-IO1 certificates 'AAAsf';
     Outlook Stable;
  -- $100,000,000 notional class A-IO2 certificates 'AAAsf';
     Outlook Stable;
  -- $9,248,000 class B-1 certificates 'AAsf'; Outlook Stable;
  -- $5,137,000 class B-2 certificates 'Asf'; Outlook Stable;
  -- $2,496,000 class B-3 certificates 'BBBsf'; Outlook Stable;
  -- $1,468,000 class B-4 certificates 'BBsf'; Outlook Stable.

The 'AAAsf' rating on the senior certificates reflects the 7.30%
subordination provided by the 3.15% class B-1, 1.75% class B-2,
0.85% class B-3, 0.50% non-offered class B-4 and 1.05% non-offered
class B-5.  The class B-5 is not rated by Fitch.

Fitch's ratings reflect the high quality of the underlying
collateral, the strong historical performance of two originators
and servicers that represent 43% of the aggregate pool (First
Republic Bank and PHH Mortgage Corp.), the clear capital structure
and the high percentage of loans reviewed by third party
underwriters.  In addition, Wells Fargo Bank, N.A. will act as the
master servicer and Christiana Trust will act as the Trustee for
the transaction.  For federal income tax purposes, elections will
be made to treat the trust as two real estate mortgage investment
conduits (REMICs).

SEMT 2012-3 will be Redwood Residential Acquisition Corporation's
third transaction of prime residential mortgages in 2012.  The
certificates are supported by a pool of prime mortgage loans with
100% fixed rate mortgages (FRMs).  The loans are predominantly
fully amortizing; however, 5% have a 10-year interest-only (IO)
period.  The aggregate pool included loans originated from First
Republic Bank (38%), PrimeLending (16.8%), United Shore Financial
(9.8%), Flagstar Bank, F.S.B. (9.3%) and PHH Mortgage Corporation
(5.2%).  The remainder of the mortgage loans was originated by
various mortgage lending institutions, each of which contributed
less than 5% to the transaction.

As of the cut-off date, the aggregate pool consisted of 331 loans
with a total balance of $293,590,499, an average balance of
$886,980, a weighted average original combined loan-to-value ratio
(CLTV) of 68.7%, and a weighted average coupon (WAC) of 4.5%.
Rate/Term and cash out refinances account for 47.6% and 8.2% of
the loans, respectively.  The weighted average original FICO
credit score of the pool is 768.  Owner-occupied properties
comprise 94.1% of the loans.  The states that represent the
largest geographic concentration are California (49.2%), Texas
(12.6%) and New York (5.3%).

Additional detail on the transaction is described in the new issue
report 'Sequoia Mortgage Trust 2012-3', published on June 27,
2012.


SLATER MILL: S&P Rates $14-Mil. Class E Deferrable Notes 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Slater
Mill Loan Fund L.P./Slater Mill Loan Fund LLC's $279.55 million
floating-rate notes.

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

The ratings reflect S&P's view of:

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

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

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

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

-  The collateral manager's experienced management team.

-  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%-12.02%.

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

-  The transaction's interest diversion test, a failure of which
    during the reinvestment period will lead to the
    reclassification of up to 50% of available excess interest
    proceeds (before paying subordinated and incentive collateral
    management fees, uncapped administrative expenses and fees,
    amounts to the supplemental reserve account, and subordinated
    note payments) to principal proceeds for the purchase of
    additional collateral assets.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1111688.pdf

RATINGS ASSIGNED
Slater Mill Loan Fund L.P./Slater Mill Loan Fund LLC

Class                   Rating           Amount
                                       (mil. $)
X                       AAA (sf)           1.30
A                       AAA (sf)         190.00
B                       AA (sf)           37.50
C (deferrable)          A (sf)            21.75
D (deferrable)          BBB (sf)          15.00
E (deferrable)          BB (sf)           14.00
Subordinated notes      NR                32.00

NR-Not rated.


SLM STUDENT 2007-4: Fitch Affirms BBsf Ratings on 3 Note Classes
----------------------------------------------------------------
Fitch Ratings has affirmed the senior and subordinate student loan
notes issued by SLM Student Loan Trust 2007-4 at 'AAAsf' and
'BBsf' respectively.  The Rating Outlook for the senior notes,
which is tied to the sovereign rating of the U.S. government,
remains Negative.  The Rating Outlook for the subordinate notes
remains Stable.

Fitch affirms the ratings on the notes based on the sufficient
level of credit enhancement to cover the applicable risk factor
stresses.  Credit enhancement for the senior and subordinate notes
consists of overcollateralization and projected minimum excess
spread, while the senior notes also benefit from subordination
provided by the Class B notes.

Fitch used its 'Global Structured Finance Rating Criteria,' and
'Rating U.S. Federal Family Education Loan Program Student Loan
ABS' to review the ratings.

Fitch has affirmed the following ratings:

SLM Student Loan Trust 2007-4:

  -- Class A-2 at 'AAAsf'; Outlook Negative;
  -- Class A-3 at 'AAAsf'; Outlook Negative;
  -- Class A-4A at 'AAAsf'; Outlook Negative;
  -- Class A-4B at 'AAAsf'; Outlook Negative;
  -- Class A-5 at 'AAAsf'; Outlook Negative;
  -- Class B-1 at 'BBsf'; Outlook Stable;
  -- Class B-2A at 'BBsf'; Outlook Stable;
  -- Class B-2B at 'BBsf'; Outlook Stable.


SLM STUDENT 2007-5: Fitch Affirms Low-B Rating on Two Not Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed the senior and subordinate student loan
notes issued by SLM Student Loan Trust 2007-5 at 'AAAsf' and
'BBsf' respectively.  The Rating Outlook for the senior notes,
which is tied to the sovereign rating of the U.S. government,
remains Negative.  The Rating Outlook for the subordinate notes
remains Stable.

Fitch affirms the ratings on the notes based on the sufficient
level of credit enhancement to cover the applicable risk factor
stresses.  Credit enhancement for the senior and subordinate notes
consists of overcollateralization and projected minimum excess
spread, while the senior notes also benefit from subordination
provided by the Class B notes.

Fitch used its 'Global Structured Finance Rating Criteria,' and
'Rating U.S. Federal Family Education Loan Program Student Loan
ABS' to review the ratings.

Fitch has affirmed the following ratings:

SLM Student Loan Trust 2007-5:

  -- Class A-3 at 'AAAsf'; Outlook Negative;
  -- Class A-4 at 'AAAsf'; Outlook Negative;
  -- Class A-5 at 'AAAsf'; Outlook Negative;
  -- Class A-6 at 'AAAsf'; Outlook Negative;
  -- Class B-1 at 'BBsf'; Outlook Stable;
  -- Class B-2 at 'BBsf'; Outlook Stable.


SLM STUDENT 2006-7: Fitch Affirms 'BBsf' Rating on Class B Note
---------------------------------------------------------------
Fitch Ratings has affirmed the senior and subordinate student loan
notes issued by SLM Student Loan Trust 2006-7 at 'AAAsf' and
'BBsf', respectively.  The Rating Outlook for the senior notes,
which is tied to the sovereign rating of the U.S. government,
remains Negative.  The Rating Outlook for the subordinate notes
remains Stable.
Fitch affirms the ratings on the notes based on the sufficient
level of credit enhancement to cover the applicable risk factor
stresses.  Credit enhancement for the senior and subordinate notes
consists of overcollateralization and projected minimum excess
spread, while the senior notes also benefit from subordination
provided by the class B notes.

Fitch used its 'Global Structured Finance Rating Criteria' and
'Rating U.S. Federal Family Education Loan Program Student Loan
ABS' to review the ratings.

Fitch has affirmed the following ratings:

SLM Student Loan Trust 2006-7:

  -- Class A-4 at 'AAAsf'; Outlook Negative;
  -- Class A-5 at 'AAAsf'; Outlook Negative;
  -- Class A-6A at 'AAAsf'; Outlook Negative;
  -- Class A-6B at 'AAAsf'; Outlook Negative;
  -- Class A-6C at 'AAAsf'; Outlook Negative;
  -- Class B at 'BBsf'; Outlook Stable


SOLOSO CDO: Moody's Raises Rating on Class A-1LB Notes to 'B1'
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Soloso CDO 2005-1:

Class A-1L Floating Rate Notes Due October 2035 (current balance
$143,222,231.81), Upgraded to Ba2(sf); previously on Apr 20, 2011
Downgraded to B1(sf);

Class A-1LA Floating Rate Notes Due October 2035 (current balance
$100,009,813.21), Upgraded to Ba1(sf); previously on Apr 20, 2011
Downgraded to Ba3(sf)

Class A-1LB Floating Rate Notes Due October 2035 (current balance
$39,000,000.00), Upgraded to B1(sf); previously on Apr 20, 2011
Downgraded to B3(sf)

Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the Class A-1L and Class A-
1LA 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 April 2011

Moody's notes that the Class A-1L Notes notes have been paid down
by approximately 6.4% or $9.2 million and the Class A-1LA notes
have been paid down by approximately 9% or $9 million since the
last rating action, as a result of diversion of excess interest
proceeds. As a result of this deleveraging, the Class A-1 par
coverage improved to 100.66% from 91.77% since the last rating
action, as calculated by Moody's. Based on the latest trustee
report dated April 2012, the Senior Coverage Ratio, Class A-2
Coverage Ratio, Class A-3 Coverage Ratio and Class B Coverage
Ratio are reported at 110.72% (limit 115.00%), 95.35% (limit
112.00%), 76.34% (limit 105.00%) and 70.68% (limit 103.50%),
respectively, versus January 2011 levels of 107.77%, 93.57%,
76.01% and 70.76%, respectively. Going forward, the Class A-1L,
Class A-1LA and Class A-1LB notes will continue to benefit from
the diversion of excess interest and the expiration of the
interest rate swap in July 2015.

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
1093 compared to 1404 as of the last rating action date. The
Moody's cumulative assumed defaulted amount has declined to
$178.08 million from $201.98 million as of the last rating action
date. The decline is due to improvement in the credit quality and
the financial ratios of the banks that issued the five assets that
were assumed to be defaulted in the last rating action.

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 $284.1 million, defaulted/deferring par of
$178.08 million, a weighted average default probability of 24.37%
(implying a WARF of 1093), Moody's Asset Correlation of 21.57%,
and a weighted average recovery rate upon default of 10%. 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.

Soloso CDO 2005-1 issued on August 24, 2005, is a collateralized
debt obligation backed by a portfolio of bank trust preferred
securities.

The portfolio of this CDO is mainly comprised of trust preferred
securities (TruPS) issued by small to medium sized U.S. community
banks that are generally not publicly rated by Moody's. To
evaluate the credit quality of bank TruPS without public ratings,
Moody's uses RiskCalc model, an econometric model developed by
Moody's KMV, to derive their credit scores. Moody's evaluation of
the credit risk for a majority of bank obligors in the pool relies
on FDIC financial data received as of Q4-2011.

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 157 points from the
base case of 1093,the model-implied rating of the A-1LA notes is
one notch worse than the base case result. Similarly, if the WARF
is decreased by 193 points, the model-implied rating of the A-1LA
notes is one notch better than the base case result.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as Moody's outlook on the banking
sector remains negative, although there have been some recent
signs of stabilization.

The pace of FDIC bank failures continues to decline in 2012
compared to 2011, 2010 and 2009, and some of the previously
deferring banks have resumed interest payment on their trust
preferred securities.


STRUCTURED ASSET: Moody's Cuts Rating on One Tranche to 'Caa3'
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 14 tranches,
upgraded the ratings of 7 tranches, and confirmed the ratings of 4
tranches from 13 RMBS transactions, backed by Scratch and Dent
loans, issued by SASCO.

Ratings Rationale

The actions are a result of the recent performance review of
Scratch and Dent pools 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 "US RMBS Surveillance Methodology for Scratch
and Dent" published in May 2011.

The rating action constitute of a number of upgrades as well as
downgrades. The upgrades are due to faster-than-expected pay-down
on certain bonds owing mainly to liquidations. The downgrades are
a result of deteriorating performance and structural features
resulting in higher expected losses for certain bonds than
previously anticipated.

Moody's adjusts the methodologies noted above for Moody's 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 above RMBS approach only applies to structures with at least
40 loans and a pool factor of greater than 5%. Moody's can
withdraw its rating when the pool factor drops below 5% and the
number of loans in the deal declines to 40 loans or lower. If,
however, a transaction has a specific structural feature, such as
a credit enhancement floor, that mitigates the risks of small pool
size, Moody's can choose to continue to rate the transaction.

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

The 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 8.2% 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: Structured Asset Securities Corp Trust 2004-GEL1

Cl. A, Downgraded to Aa1 (sf); previously on Apr 19, 2004 Assigned
Aaa (sf)

Cl. M1, Downgraded to A1 (sf); previously on Apr 19, 2004 Assigned
Aa2 (sf)

Cl. M2, Downgraded to Baa3 (sf); previously on Apr 19, 2004
Assigned A2 (sf)

Cl. M3, Downgraded to B3 (sf); previously on Nov 27, 2007
Downgraded to Ba2 (sf)

Cl. M4, Downgraded to Caa1 (sf); previously on Apr 19, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Issuer: Structured Asset Securities Corp Trust 2004-GEL2

Cl. M1, Downgraded to A1 (sf); previously on Apr 19, 2012 Aa2 (sf)
Placed Under Review for Possible Downgrade

Cl. M2, Downgraded to Baa3 (sf); previously on Apr 19, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. M3, Confirmed at B2 (sf); previously on Apr 19, 2012 B2 (sf)
Placed Under Review for Possible Downgrade

Issuer: Structured Asset Securities Corp Trust 2004-GEL3

Cl. A, Downgraded to Aa1 (sf); previously on Apr 19, 2012 Aaa (sf)
Placed Under Review for Possible Downgrade

Issuer: Structured Asset Securities Corp Trust 2007-TC1

Cl. M-1, Confirmed at Caa1 (sf); previously on Apr 19, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Issuer: Structured Asset Securities Corporation 2005-GEL1

Cl. M1, Downgraded to A3 (sf); previously on Apr 19, 2012 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. M2, Downgraded to Ba3 (sf); previously on Mar 5, 2009
Downgraded to Baa3 (sf)

Cl. M3, Downgraded to Caa1 (sf); previously on Mar 5, 2009
Downgraded to B2 (sf)

Issuer: Structured Asset Securities Corporation 2005-GEL2

Cl. A, Downgraded to Aa1 (sf); previously on Apr 19, 2012 Aaa (sf)
Placed Under Review for Possible Downgrade

Cl. M1, Downgraded to Baa3 (sf); previously on Mar 5, 2009
Downgraded to Baa1 (sf)

Cl. M2, Downgraded to Caa3 (sf); previously on May 20, 2011
Downgraded to Caa2 (sf)

Issuer: Structured Asset Securities Corporation 2005-GEL3

Cl. M3, Confirmed at Baa3 (sf); previously on Apr 19, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Issuer: Structured Asset Securities Corporation 2006-GEL1

Cl. A2, Upgraded to A2 (sf); previously on Apr 19, 2012 Baa2 (sf)
Placed Under Review for Possible Upgrade

Issuer: Structured Asset Securities Corporation 2006-GEL2

Cl. A2, Upgraded to Ba2 (sf); previously on Apr 19, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Issuer: Structured Asset Securities Corporation 2006-GEL3

Cl. A2, Upgraded to Baa3 (sf); previously on Apr 19, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. A3, Upgraded to B1 (sf); previously on Apr 19, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Issuer: Structured Asset Securities Corporation 2006-GEL4

Cl. A2, Upgraded to Baa3 (sf); previously on Apr 19, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Cl. A3, Upgraded to B1 (sf); previously on Apr 19, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Issuer: Structured Asset Securities Corporation 2007-GEL1

Cl. A1, Confirmed at Caa3 (sf); previously on Apr 19, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

Issuer: Structured Asset Securities Corporation 2007-GEL2

Cl. A1, Upgraded to Ba3 (sf); previously on Apr 19, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

A list of these actions including CUSIP identifiers may be found
at http://moodys.com/viewresearchdoc.aspx?docid=PBS_SF289197

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

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF247004


TALMAGE STRUCTURED: Moody's Lifts Rating on Cl. C Secs. to 'Ba2'
----------------------------------------------------------------
Moody's has upgraded the ratings of two and affirmed the ratings
of three classes of Notes issued by Talmage Structured Real Estate
Funding 2005-2, Ltd. (f/k/a Guggenheim Structured Real Estate
Funding 2005-2, Ltd.) primarily due to $45.5 million in
amortization of collateral since the last review in August 2011.
Additionally, the underlying collateral performance has been
relatively stable as evidenced by the Moody's weighted average
rating factor (WARF) and recovery rate (WARR). The collateral
composition has trended towards whole loan assets which are
expected to receive near term amortization and higher than average
recoveries given any default. It is noted that the transaction is
highly sensitive to recovery rates as evidenced in the parameter
sensitivity discussion below. 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. B, Upgraded to Aa3 (sf); previously on Aug 30, 2011 Upgraded
to Ba2 (sf)

Cl. C, Upgraded to Ba2 (sf); previously on Aug 30, 2011 Upgraded
to B3 (sf)

Cl. D, Affirmed at Caa3 (sf); previously on Aug 30, 2011 Upgraded
to Caa3 (sf)

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

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

Ratings Rationale

Talmage Structured Real Estate Funding 2005-2, Ltd. is currently a
static cash CRE CDO transaction (the reinvestment period ended
August 2010) backed by a portfolio of commercial mortgage backed
securities (CMBS) (30.0% of the pool balance), A-Notes and whole
loans (32.0% of the pool balance), B-Notes (20.4%) and a rake bond
(17.6%). As of the May 18, 2012 Trustee report, the aggregate Note
balance of the transaction, including preferred shares, has
decreased to $140.3 million from $305.8 million at issuance, with
the paydown now directed to the Class B Notes, as a result of full
and partial amortization of the underlying collateral as well as
failing of the Class D and E par value tests.

There are five assets with a par balance of $82.1 million (58.5%
of the current pool balance) that are considered Impaired
Securities as of the May 18, 2012 Trustee report. One of these
assets is a rake bond (30.1% of the impaired balance), one asset
is a whole loan (27.3%), two assets are B-Notes (24.1%) and one
asset is an A-Note (18.5%). While there have been no realized
losses to the five remaining impaired assets to date, Moody's does
expect moderate losses to occur once they are realized.

Moody's has identified the following parameters as key indicators
of the expected loss within CRE CDO transactions: WARF, weighted
average life (WAL), 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 assessments 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 6,908 compared to 6,007 at last review. The
current distribution of Moody's rated collateral and assessments
for non-Moody's rated collateral is as follows: Aaa-Aa3 (1.9%
compared to 3.7% at last review), A1-A3 (0.0% compared to 0.0% at
last review), Baa1-Baa3 (6.8% compared to 11.2% at last review),
Ba1-Ba3 (6.2% compared to 4.8% at last review), B1-B3 (21.4%
compared to 0.0% at last review), and Caa1-C (63.7% compared to
80.2% at last review).

WAL acts to adjust the probability of default of the reference
obligations in the pool for time. Moody's modeled to a WAL of 3.0
years compared to 1.0 years at last review.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed WARR of
23.3% compared to 20.2% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 0.0% compared to 13.8% 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
23.3% to 13.3% or up to 33.3% would result in average rating
movement on the rated tranches of 0 to 5 notches downward and 0 to
10 notches upward, respectively.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. While commercial real estate property
values are beginning to move in a positive direction along with a
rise in investment activity and stabilization in core property
type performance, a consistent upward trend will not be evident
until the volume of investment activity steadily increases,
distressed properties are cleared from the pipeline, and job
creation rebounds. The hotel sector is performing strongly and the
multifamily sector continues to show increases in demand. Moderate
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where growth remains slow. Performance in the retail sector has
been mixed with lackluster sales driven by discounting and
promotions. However, rising wages and reduced unemployment, along
with increased consumer confidence, is helping to spur consumer
spending. Across all property sectors, the availability of debt
capital continues to improve with increased securitization
activity of commercial real estate loans supported by a monetary
policy of low interest rates. Moody's central global macroeconomic
scenario reflects healthier growth in the US and US growth
decoupling from the recessionary trend in the euro zone, while a
mild recession is expected in 2012. Downside risks remain
significant, although they have moderated compared to earlier this
year. Major downside risks include an increase in the potential
magnitude of the euro area recession, the risk of an oil supply
shock weighing negatively on consumer purchasing power and home
prices, ongoing and policy-induced banking sector deleveraging
leading to a tightening of bank lending standards and credit
contraction, financial market turmoil continuing to negatively
impact consumer and business confidence, persistently high
unemployment levels, and weak housing markets, any or all of which
will continue to constrain growth.

The methodologies used in this rating were "Moody's Approach to
Rating SF CDOs" published in May 2012, and "Moody's Approach to
Rating Commercial Real Estate CDOs" published in July 2011.


TRIMARAN CLO VII: S&P Raises Rating on Class B-2L Notes to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2L, A-3L, B-1L, and B-2L notes from Trimaran CLO VII Ltd., a
U.S. collateralized loan obligation (CLO) managed by Trimaran
Advisors LLC, and removed them from CreditWatch with positive
implications. "Simultaneously, we affirmed our 'AA+ (sf)' ratings
on the class A-1L and A-1LR notes," S&P said.

"The upgrades mainly reflect improved asset credit quality within
the transaction's underlying portfolio since our last rating
action in March 2010. The affirmations reflect sufficient credit
support available to the notes at the current rating levels," S&P
said.

The transaction will be in its reinvestment period until June
2013. The collateral manager is therefore reinvesting all
principal proceeds in new collateral.

"The improved performance of the underlying loans in Trimaran CLO
VII Ltd. since our March 2010 rating actions have benefited the
CLO's rated notes. In particular, the amount of defaulted assets
and 'CCC' rated obligations has decreased significantly. Based on
the June 15, 2012, trustee report, which we referenced for 's
rating actions, the transaction contained $4.48 million of
defaulted assets, down from the $18.02 million noted in the
February 2010, trustee report, which we used for our last rating
action on March 2010," S&P said.

"The transaction also has fewer deferrable obligations than it did
in February 2010. Additionally, the transaction's class A-2L, A-
3L, B-1L, and B-2L principal coverage overcollateralization (O/C)
tests have improved over the same period, and the weighted average
spread has increased by 1.12%," S&P said.

The upgrade of the class B-2L notes was driven by the application
of the largest obligor default test.

"We affirmed our ratings on the class A-1L and A-1LR notes to
reflect the credit support available at their current rating
levels," S&P said.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Trimaran CLO VII 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)     B+ (sf)/Watch Pos
B-2L               B+ (sf)      CCC+ (sf)/Watch Pos

RATINGS AFFIRMED

Trimaran CLO VII Ltd.

Class              Rating
A-1L               AA+ (sf)
A-1LR              AA+ (sf)

TRANSACTION INFORMATION
Issuer:             Trimaran CLO VII Ltd.
Coissuer:           Trimaran CLO VII (Delaware) Corp.
Collateral manager: Trimaran Advisors LLC
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CDO


UBS-BARCLAYS 2012-C2: Fitch to Rate Two Note Classes Low-Bs
-----------------------------------------------------------
Fitch ratings has issued a presale report on UBS-Barclays
Commercial Mortgage Trust 2012-C2 (UBS-B 2012-C2) Commercial
Mortgage Pass-Through Certificates.

Fitch expects to rate the transaction and assign Outlooks as
follows:

  -- $80,451,000 class A-1 'AAAsf'; Outlook Stable;
  -- $174,804,000 class A-2 'AAAsf'; Outlook Stable;
  -- $116,311,000 class A-3 'AAAsf'; Outlook Stable;
  -- $479,671,000 class A-4 'AAAsf'; Outlook Stable;
  -- $945,482,000a,c class X-A 'AAAsf'; Outlook Stable;
  -- $94,245,000a,b class A-S-EC 'AAAsf'; Outlook Stable;
  -- $63,842,000a,b class B-EC 'AAsf'; Outlook Stable;
  -- $203,689,000a,b class EC 'Asf'; Outlook Stable;
  -- $45,602,000a,b class C-EC 'Asf'; Outlook Stable;
  -- $24,322,000a class D 'BBB+sf'; Outlook Stable;
  -- $47,122,000a class E 'BBB-sf'; Outlook Stable;
  -- $22,801,000a class F 'BBsf'; Outlook Stable;
  -- $24,321,000a class G 'Bsf'; Outlook Stable.

a. Privately placed pursuant to Rule 144A.
b. Class A-S-EC, Class B-EC and Class C-EC certificates may be
   exchanged for Class EC Certificates, and Class EC Certificates
   may be exchanged for Class A-S-EC, Class B-EC and Class C-EC
   certificates.
c. Notional amount and interest only.

The expected ratings are based on information provided by the
issuer as of June 22, 2012.  Fitch does not expect to rate the
$270,572,149 interest-only class X-B or the $42,562,149 class H.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 54 loans secured by 83 commercial
properties having an aggregate principal balance of approximately
$1.2 billion as of the cutoff date.  The loans were contributed to
the trust by UBS Real Estate Securities, Inc., Barclays Bank PLC,
Archetype Mortgage Funding II LLC and KeyBank, National
Association.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 77.6% of the properties
by balance, cash flow analysis of 87.6%, and asset summary reviews
on 90.3% of the pool.

The transaction has a Fitch stressed debt service coverage ratio
(DSCR) of 1.18 times (x), a Fitch stressed loan-to-value (LTV) of
98.7%, and a Fitch debt yield of 9.0%.  Fitch's aggregate net cash
flow represents a variance of 7.1% to issuer cash flows.

The Master Servicer and Special Servicer will be Wells Fargo Bank,
N.A. and CWCapital Asset Management, LLC, rated 'CMS2' and
'CSS1-', respectively, by Fitch.


UBS COMMERCIAL 2007-FL1: Fitch Affirms 'Csf' Ratings on 3 Secs.
---------------------------------------------------------------
Fitch Ratings has affirmed all classes of UBS Commercial Mortgage
Trust, series 2007-FL1.  The transaction has paid down by 47%
since Fitch's last rating action, however, all of the remaining
loans are nearing or are past their final maturity dates and 44%
of the pool is in special servicing.

The affirmations, despite the significant paydown, reflect
concerns with the ability of certain loans to refinance.  The
remaining loans which have not been modified are generally
maturing over the next 12 months; the majority of the loans had an
average loan term of five years (including extensions).  As
lending standards have changed considerably from the time these
loans were originated, there is uncertainty as to whether or not
the loans will have issues securing financing at final maturity.

Under Fitch's methodology, approximately 91.5% 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 16.2%.
To determine a sustainable Fitch cash flow and stressed value,
Fitch analyzed servicer-reported operating statements and STR
reports, updated property valuations, and recent sales
comparisons.  Fitch estimates that average recoveries will be
strong, with an approximate base case recovery in excess of 82.3%.

The transaction is collateralized by 12 loans, which are secured
by hotels (60.1%), undeveloped land (18%), office properties
(12.1%) and multifamily properties, (7.2%).  The transaction faces
near-term maturity risk.  Seven loans (45.5%) which have matured
were transferred to the special servicer for maturity defaults.
Three loans (27.2%) mature within the next 12 months.  The
remaining two loans (27.3%) have final maturities in mid-2014.

Seven loans were modeled to take a loss in the base case: Essex
House (22.6% of pool), Maui Prince Resort and Land (18.2%), MSREF
Luxury Resort Portfolio (9.9%), Hilton Long Beach (4.8%),
Renaissance Ft. Lauderdale (2.5%), Dolce Basking Ridge (2.4%), and
the RexCorp Land Portfolio (1.8%).  The largest modeled losses
were on the Essex House, the Maui Prince and the RexCorp Land
Portfolio.

The Essex House loan is secured by a 515-room luxury full-service
hotel and 26 residential units located in the Central Park South
neighborhood of Manhattan.  The building was constructed in 1930
and underwent a $91 million renovation and condo conversion in
2007.  Of the 26 condo units, 18 have sold, and the loan has been
paid down accordingly.  The eight remaining units are being
marketed.  At issuance, the loan was underwritten to a stabilized
cash flow, which anticipated significant revenue gains due to the
major renovation.  The property's luxury segment of the market has
been especially hard hit by the economic downturn, and the
anticipated increases have not materialized.  As of the year-end
(YE) 2011, the servicer-reported NOI was 75% lower than
underwritten but had improved 10% from YE 2010.  Loan originally
matured in September 2009 and was extended twice for one year.
There are no remaining extension options and the loan will reach
its final maturity in September 2012.

The Maui Prince loan is secured by a 310-room full service hotel,
two 18-hole golf courses and 1,194 acres of undeveloped land
located in Maui, Hawaii.  The loan was transferred to special
servicing on June 12, 2009 due to imminent default at its maturity
date.  The loan has been assumed, paid down, modified and
extended.  The final maturity date is now July 2014.  Despite the
paydown and infusion of new capital by the sponsors, Fitch remains
concerned about viability of the business plan to develop the
vacant land as luxury residential housing given the continued
weakness in the housing market. The loan remains with the special
servicer.

The RexCorp Land portfolio consists of 205 acres of commercial
development land located in Morris County, New Jersey.  The loan
defaulted at maturity in February 2010 and has been in special
servicing since that time.  Modification discussions were not
successful and the special servicer is pursuing foreclosure.

Fitch has affirmed the following classes as indicated:

  -- $201.1 million class A-1 at 'AAAsf'; Outlook Stable;
  -- $309.5 million class A-2 at 'BBBsf'; Outlook Stable;
  -- $57.3 million class B to 'BBsf'; Outlook Stable;
  -- $31 million class C at 'Bsf'; Outlook Stable;
  -- $27.2 million class D at 'CCCsf'; RE 100%;
  -- $27.2 million class E at 'CCCsf'; RE 45%;
  -- $27.2 million class F at 'CCsf'; RE 0%;
  -- $27.2 million class G at 'CCsf'; RE 0%;
  -- $29.1 million class H at 'Csf'; RE 0%;
  -- $27.1 million class J at 'Csf'; RE 0%;
  -- $27.1 million class K at 'Csf'; RE 0%.
  -- $1.9 million class O-MD at 'BBB-sf'; Outlook Stable;
  -- $4.5 million class O-WC at 'CCCsf' RE 0%.

Classes O-BH and O-HW have paid in full.  Fitch does not rate
classes O-SA and O-HA. Classes L, M-MP, N-MP and O-MP all remain
at 'D' RE 0% due to realized losses.  Fitch previously withdrew
the rating of the interest-only class X.


UBS COMMERCIAL 2007-FL1: Moody's Raises Rating on K Certs. to Caa3
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of four classes and
upgraded the ratings of ten classes of UBS Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-
FL1. Moody's rating action is as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Jan 15, 2008
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Upgraded to A1 (sf); previously on Dec 2, 2010 Downgraded
to Baa2 (sf)

Cl. B, Upgraded to Baa1 (sf); previously on Dec 2, 2010 Downgraded
to Ba1 (sf)

Cl. C, Upgraded to Baa3 (sf); previously on Dec 2, 2010 Downgraded
to Ba3 (sf)

Cl. D, Upgraded to Ba1 (sf); previously on Dec 2, 2010 Downgraded
to B1 (sf)

Cl. E, Upgraded to Ba2 (sf); previously on Dec 2, 2010 Downgraded
to B2 (sf)

Cl. F, Upgraded to Ba3 (sf); previously on Dec 2, 2010 Downgraded
to B3 (sf)

Cl. G, Upgraded to B2 (sf); previously on Dec 2, 2010 Downgraded
to Caa1 (sf)

Cl. H, Upgraded to B3 (sf); previously on Dec 2, 2010 Downgraded
to Caa2 (sf)

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

Cl. K, Upgraded to Caa3 (sf); previously on Dec 2, 2010 Downgraded
to Ca (sf)

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

Cl. O-MD, Affirmed at B1 (sf); previously on Dec 2, 2010
Downgraded to B1 (sf)

Cl. O-WC, Affirmed at Caa2 (sf); previously on Dec 2, 2010
Downgraded to Caa2 (sf)

Ratings Rationale

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio and Moody's stressed debt service coverage
ratio (DSCR) remaining within acceptable ranges. The upgrades are
due to loan payoffs and anticipated loan payoffs resulting in
build-up of credit support.

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

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.4. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations. The model
incorporates the CMBS IO calculator ver1.0 which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit estimates; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type corresponding to an IO type as defined in
the published methodology. The calculator then returns a
calculated IO rating based on both a target and mid-point . For
example, a target rating basis for a Baa3 (sf) rating is a 610
rating factor. The midpoint rating basis for a Baa3 (sf) rating is
775 (i.e. the simple average of a Baa3 (sf) rating factor of 610
and a Ba1 (sf) rating factor of 940). If the calculated IO rating
factor is 700, the CMBS IO calculator ver1.0 would provide both a
Baa3 (sf) and Ba1 (sf) IO indication for consideration by the
rating committee.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior transaction review is summarized in a
press release dated October 27, 2011.

Deal Performance

As of the May 15, 2012 Distribution Date, the transaction's
aggregate certificate balance decreased by approximately 27% from
last review to $831 million due to the payoff of seven loans. The
Certificates are collateralized by 12 floating rate whole loans
and senior interests in whole loans. The loans range in size from
2% to 23% of the pooled balance, with the top three loans
representing approximately 53% of the pooled balance. The pool's
Herfindahl Index is 8.

The largest loan in the pool is secured by a fee interest in
Jumeirah Essex House ($186 million; 23% of the pooled balance)
located in Midtown Manhattan on Central Park South. The sponsor
for the 515-room full-service hotel is Dubai Investment Group
Limited and Dubai Holdings LLC. This is a flag ship property for
the Jumeirah brand in the US. The final maturity date including
extension options is September 9, 2012. There is an additional
debt in the form of non-trust junior component and mezzanine debt
outside the trust.

The in-place cash flow continues to be well below historical
levels. Given the pending maturity date of the loan, Moody's
analysis takes into account sponsorship, location, the inherent
value in the property and comparable sales activities in New York
City , its flag ship status in the chain, as well as significant
replacement cost. Moody's current credit estimate for this loan is
B3, same as last review.

The Maui Prince Resort (now called Makena Beach & Golf Resort)
Loan ($150 million; 18% of pooled balance plus $30 million in
three non-pooled , or rake bonds) is currently in special
servicing, and pending return to master servicer in September
2012. The loan is secured by fee simple interest in Maui Prince
Resort (310 guestrooms), two 18-hole golf course and 1,200 acres
of undeveloped land located in Makena (Maui), HI. The loan was
transferred to special servicing in June 2009. The rake investor
assumed the A note and converted their interest in rake, or non-
pooled bonds to equity as part of the assumption. The A note
received a principal pay-down of $12.5 million, and loan maturity
has been extended by three years with two one-year extension
options.

The new sponsors for this loan are AREA Property Partners
(formerly known as Apollo Real Estate Advisors), Trinity
Investments, LLC, and Stanford Carr Development, LLC, a Honolulu
based residential development firm. Moody's did not rate the three
rake bonds associated with this loan (Classes M-MP, N-MP and O-
MP). Total interest shortfalls to these three rake classes total
$274,280 as of the May 2012 distribution date. Moody's current
credit estimate for this loan is B3, same as last review.

The third largest loan in the pool is secured by a fee interest in
Paramount Hotel ($101 million; 12% of the pooled balance) located
in Times Square submarket in Midtown Manhattan. The 600-room full-
service hotel loan matures on July 5, 2012. There is an additional
debt in the form of mezzanine debt outside the trust. The
property's performance is showing improvement benefitting from
completion of renovation and strength of the overall NYC lodging
market. Net cash flow for the property continued to increased from
a low of $6.9 million in 2009, to $11.3 million achieved in 2010
to $13.3 million in 2011. Moody's current credit estimate for this
loan is B2 compared to Caa1 as last review.

There are currently six loans totaling 42% of pooled balance in
special servicing. However, the Maui Prince Resort (now called
Makena Beach & Golf Resort) and 281 & 321 Summer Street loans
(combined totaling 21% of pooled balance) have been modified and
are pending return to master servicer. MSREF Luxury Resort
Portfolio Loan ($82 million; 10% of pooled balance) transferred to
special servicing due to the borrower's inability to secure
financing upon maturity (5/9/2012). There is additional debt in
the form of a pari passu component (securitized in BALL 2007-BMB1
and MS 2007-XLF9 transactions), junior non-trust component and
mezzanine debt. The loan is secured by three full-service resort
hotels located in Orlando, FL and Phoenix, AZ. Total Net cash flow
from the portfolio for 2011 was approximately $33 million,
virtually unchanged from that of 2010. Moody's credit estimate for
this loan is Caa3, same as last review.

The Marriott Washington, DC Loan ($55 million; 7% of pooled
balance plus $1.9 million of rake bond) transferred to special
servicing due to the borrower's inability to secure financing upon
maturity (5/19/2012). The property's net cash flow for 2011 was
$7.8 million, down slightly from $8.3 million achieved in 2010.
The net cash flow through the first four periods of 2012 is up
slightly from that of 2011 at $2.3 million versus $2.2 MM in 2011.
Moody's credit estimate for this loan is Ba3, same as last review.

Cumulated bond loss totals $36.3 million and affects pooled Class
L and rake bonds M, NP, N-MP, O-MP, O-HW, O-SA, and O-BH. Interest
shortfalls total $285,590 and affect rake classes N-MP, O-MP, O-
MD, and O-WC. In addition, as of the May 2012 distribution date,
outstanding P&I advances total $260,000 and outstanding servicing
advances total $731,413 in connection with the smallest loan in
the pool, Rex Corp NJ/Long Island Land Loan.

Moody's weighted average pooled trust loan to value (LTV) ratio is
96% compared to 95% at last review. Moody's weighted average
stressed debt service coverage ratio (DSCR) for the pooled trust
is at 0.73X compared to 0.74X at last review.


WACHOVIA BANK 2003-C5: Moody's Affirms 'Caa3' Rating on O Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed 12 classes of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2003-C5 as
follows:

Cl. A-2, Affirmed at Aaa (sf); previously on Jul 8, 2003
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Jul 8, 2003
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Dec 21, 2006 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on Dec 21, 2006 Upgraded
to Aaa (sf)

Cl. D, Affirmed at Aaa (sf); previously on Nov 11, 2010 Upgraded
to Aaa (sf)

Cl. E, Upgraded to Aaa (sf); previously on Nov 11, 2010 Upgraded
to Aa1 (sf)

Cl. F, Upgraded to Aa3 (sf); previously on Sep 18, 2008 Upgraded
to A1 (sf)

Cl. G, Upgraded to A2 (sf); previously on Sep 18, 2008 Upgraded to
A3 (sf)

Cl. H, Upgraded to Baa1 (sf); previously on Sep 18, 2008 Upgraded
to Baa2 (sf)

Cl. J, Affirmed at Ba1 (sf); previously on Jul 8, 2003 Definitive
Rating Assigned Ba1 (sf)

Cl. K, Affirmed at B1 (sf); previously on Nov 11, 2010 Downgraded
to B1 (sf)

Cl. L, Affirmed at B3 (sf); previously on Nov 11, 2010 Downgraded
to B3 (sf)

Cl. M, Affirmed at Caa1 (sf); previously on Nov 11, 2010
Downgraded to Caa1 (sf)

Cl. N, Affirmed at Caa2 (sf); previously on Nov 11, 2010
Downgraded to Caa2 (sf)

Cl. O, Affirmed at Caa3 (sf); previously on Nov 11, 2010
Downgraded to Caa3 (sf)

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

Ratings Rationale

The upgrades are due to increased credit support resulting from
mortgage pay downs and amortization. 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
2.1% 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.

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

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a pay down analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying credit assessment 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 credit assessment, is incorporated for loans with
similar credit assessments 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 assessments; 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 41, down from 46 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 July 28, 2011.

DEAL PERFORMANCE

As of the June 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased 37% to $755 million
from $1.2 billion at securitization. The Certificates are
collateralized by 123 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans, excluding
defeasance, representing 33% of the pool. Nineteen loans,
representing 11% of the pool, have defeased and are secured by
U.S. government securities. There is one loan with an investment
grade credit assessment.

There are 22 loans, representing 23% of the pool, on the master
servicer's watchlist compared to 34 loans, representing 20% 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 an aggregate realized loss totaling $7.6 million
(average loss severity of 14%). There are currently no loans in
special servicing compared to one loan at last review.

Moody's has assumed a high default probability for six poorly
performing loans representing 4% of the pool and has estimated a
$6.4 million aggregate loss (20% expected loss based on a 50%
probability of default) from these troubled loans.

Moody's was provided with full year 2010 and full year 2011
operating results for 98% and 99% of the performing pool,
respectively. Excluding troubled loans, Moody's weighted average
conduit LTV is 77% compared to 83% at last full review. Moody's
net cash flow reflects a weighted average haircut of 10.7% to the
most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.2%.

Excluding troubled loans, Moody's actual and stressed conduit
DSCRs are 1.52X and 1.41X, respectively, compared to 1.46X and
1.30X, respectively, at last full review. Moody's actual DSCR is
based on Moody's net cash flow (NCF) and the loan's actual debt
service. Moody's stressed DSCR is based on Moody's NCF and a 9.25%
stressed rate applied to the loan balance.

The loan with a credit assessment is the Lloyd Center Loan ($59.8
million -- 14.5%), which represents a 50% participation interest
in the senior component of a $119.6 million mortgage loan. The
loan is secured by the borrower's interest in a 1.2 million square
foot (SF) regional center located in Portland, Oregon. The mall's
anchor tenants include Macy's, Sears and Nordstrom. Property
performance increased in 2011 over the prior year and occupancy
remains at 98%, the same as at last review. Moody's current credit
assessment and stressed DSCR for the senior loan are Baa1 and
1.55X, respectively, compared to Baa2 and 1.51X at last review.

The top three performing conduit loans represent 12% of the pool
balance. The largest conduit loan is the One South Broad Street
Loan ($39.1 million -- 5.2% of the pool), which is secured by a
464,000 SF Class A office building located in Center City
Philadelphia, Pennsylvania. The property was 74% leased as of
December 2011 compared to 80% at last review and 91% at
securitization. The decline in occupancy since last review is due
to the Borders Book Store bankruptcy and other office tenants
vacating their leased premises upon lease expiration. Several
prospective office and retail tenants are currently in various
stages of lease negotiations that will bolster future occupancy
and revenue achievement. The loan has also amortized 2% since last
review. Moody's LTV and stressed DSCR are 75% and 1.26X,
respectively, compared to 83% and 1.15X at last review.

The second largest loan is the 673 First Avenue Loan ($29.5
million -- 3.9% of the pool), which is secured by a leasehold
interest in a 427,000 SF Class B office building located in the
United Nations submarket of New York City. The property remains
100% leased, the same as at last review. The loan sponsor is SL
Green Realty Corp. Moody's LTV and stressed DSCR are 45% and
2.36X, respectively, compared to 49% and 2.14X at last review.

The third largest loan is the Irongate Apartments Loan ($24.5
million -- 3.2% of the pool), which is secured by a leasehold
interest in a 280-unit apartment complex located in a northern
suburb of Sacramento, California. The property was 98% leased as
of December 2011 compared to 94% leased at last review. While
occupancy increased over this time frame, revenue achievement
declined slightly due to higher operating expenses. Moody's LTV
and stressed DSCR are 108% and 0.82X, respectively, compared to
104% and 0.86X at last review.


WACHOVIA BANK 2007-C30: Moody's Raises Rating on D Certs. to Caa3
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed 23 classes of Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-
C30 as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Jul 9, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jul 9, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-PB, Affirmed at Aaa (sf); previously on Jul 9, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-5, Affirmed at Aa3 (sf); previously on Dec 2, 2010
Downgraded to Aa3 (sf)

Cl. A-1A, Affirmed at Aa3 (sf); previously on Dec 2, 2010
Downgraded to Aa3 (sf)

Cl. A-M, Affirmed at Baa1 (sf); previously on Dec 2, 2010
Downgraded to Baa1 (sf)

Cl. A-MFL, Affirmed at Baa1 (sf); previously on Dec 2, 2010
Downgraded to Baa1 (sf)

Cl. A-J, Affirmed at B3 (sf); previously on Dec 2, 2010 Downgraded
to B3 (sf)

Cl. B, Upgraded to Caa1 (sf); previously on Dec 2, 2010 Downgraded
to Caa3 (sf)

Cl. C, Upgraded to Caa2 (sf); previously on Dec 2, 2010 Downgraded
to Ca (sf)

Cl. D, Upgraded to Caa3 (sf); previously on Dec 2, 2010 Downgraded
to C (sf)

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

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

Cl. G, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. H, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. J, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. K, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. L, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. M, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. N, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. O, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. P, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. Q, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. X-P, Affirmed at Aa3 (sf); previously on Feb 22, 2012
Downgraded to Aa3 (sf)

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

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

Ratings Rationale

The upgrades are due to lower expected losses from troubled and
specially serviced loans and increased credit support due to loan
payoffs and amortization.

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

Moody's rating action reflects a cumulative base expected loss of
11.6% of the current balance. At last review, Moody's cumulative
base expected loss was 12.4%. Realized losses have increased from
0.6% of the original balance to 0.8% since the prior review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of 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 16 compared to 19 at Moody's prior review.

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

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

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

Deal Performance

As of the May 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 11% to $7.04
billion from $7.90 billion at securitization. The Certificates are
collateralized by 238 mortgage loans ranging in size from less
than 1% to 21% of the pool, with the top ten loans representing
53% of the pool.

Fifty-three loans, representing 24% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Fourteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $61.1 million (58% loss severity on
average). Currently 30 loans, representing 32% of the pool, are in
special servicing. The largest specially serviced loan is the
Peter Cooper Village and Stuyvesant Town (PCV/ST) Loan ($1.50
billion -- 21.3% of the pool), which represents a pari-passu
interest in a $3.0 billion first mortgage loan spread among five
separate CMBS deals. There is also a $1.4 billion in mezzanine
debt secured by the borrower's interest. The loan is secured by
two adjacent multifamily apartment complexes with 11,229 units
located on the east side of Manhattan. The loan transferred to
special servicing in November 2009 after the Appellate Division,
First Department, reversed an August 2007 decision of the State
Supreme Court, which held that properties receiving tax benefits,
including those pursuant to the J-51 program, be permitted to
decontrol rent stabilized apartments pursuant to New York State
rent stabilization laws. The court's decision compromised the
Borrower's original business plan and the borrower agreed to
forfeit ownership rights to the property. As of October 2010, the
special servicer engaged Rose Associates to manage the day-to-day
operations at the property. The special servicer has been working
to resolve the ongoing litigation through settlement talks with
the Plaintiffs to decide future legal rents and the historical
overcharge liability. The special servicer believes final
resolution of the class-action litigation is not likely until
early 2014. Overall, property performance has improved since the
end of 2009 and the property was appraised for $3.0 billion in
September 2011 compared to $2.8 billion in September 2010. The
whole loan currently has over $320 million in cumulative ASERs,
P&I advances, and property protective advances to date. The
special servicer beleives that resolution of the litigation is a
prerequisite to optimal capital recovery.

The second largest specially serviced loan is the One Congress
Street Loan ($208.5 million -- 2.7% of the pool) which is secured
by a mixed use property (278,911 square feet (SF) office/retail)
containing a 2,310-space parking garage located in Boston,
Massachusetts. The loan transferred to special servicing in
November 2011 due to imminent monetary default after the loan's
reserves were depleted. The sole office tenant, the U.S.
Environmental Protection Agency (EPA), vacated the building at
lease maturity in January 2010. As of April 2012, the
office/retail component was 45% leased compared to 28% after the
EPA vacated its space. Although the office/retail component has
performed poorly since the EPA vacated, the parking garage has
continued to perform very well since securitization. The borrower
and special servicer continue to have ongoing discussions
regarding restructuring the debt. Additionally, the special
servicer is assessing alternative exit strategies at this time.

The third largest specially serviced loan is the Bank One Center
Loan ($179.5 million -- 2.5% of the pool) which is secured by a
1.5 million SF Class A office building located in Dallas, Texas.
There is also $20 million in mezzanine debt secured by the
borrower's interest. The loan transferred to special servicing In
May 2011 due to imminent default when the original borrower wanted
to restructure the senior debt. Loan modification discussions were
unsuccessful and the mezzanine lender foreclosed out the original
borrower in March 2012. The borrower's new controlling entity
(previous mezzanine lender) and the special servicer have begun
modification discussions regarding restructuring the senior debt.
The borrower's new controlling entity continues to keep the loan
current at this time.

The remaining 25 specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $458.0
million loss for the specially serviced loans (23% expected loss
on average) compared to $569.4 million loss (31% expected loss on
average) at last review.

Moody's has assumed a high default probability for five poorly
performing loans representing 2% of the pool and has estimated an
aggregate $151.4 million loss (24% expected loss on average) from
these troubled loans.

Moody's was provided with full year 2010/2011 operating results
for 96% of the pool. Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 119% compared to 126% at
Moody's prior review. Moody's net cash flow reflects a weighted
average haircut of 7% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 8.8%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.23X and 0.83X, respectively, compared to
1.24X and 0.80X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three loans represent 28% of the pool. The largest loan is
the Five Times Square Loan ($536.0 million -- 7.6% of the pool),
which represents a 50% pari-passu interest in a $1.07 billion
first mortgage loan. The A-Note has $184.0 million in mezzanine
debt and a $67.0 million B-Note behind it. The loan is secured by
a 1.1 million SF Class A office building located in Midtown
Manhattan, New York. The property has maintained 100% occupancy
since securitization. The office component represents 97% of the
total building's net rentable area (NRA) of which 89% is leased to
Ernst and Young through May 2022 and serves as its U.S. World
Headquarters. Property performance has been stable. The loan is on
the servicer's watchlist due to a low DSCR. The loan is interest
only for the full ten-year term. Moody's LTV and stressed DSCR are
143% and 0.61X, respectively, compared to 159% and 0.58X at last
review.

The second largest loan is the State Street Financial Center Loan
($387.5 million -- 5.5% of the pool), which represents a 50% pari-
passu interest in a $775.0 million first mortgage loan. The loan
is secured by a 1.0 million SF Class A office building located in
the Financial District of Boston, Massachusetts. The property is
100% leased to State Street Corporation (Moody's senior unsecured
rating A1, stable outlook) through September 2023 and serves as
its headquarters. The loan is interest only for its entire ten-
year term. Moody's LTV and stressed DSCR are 136% and 0.70X,
respectively, compared to 133% and 0.71X at last review.

The third largest loan is the 485 Lexington Avenue Loan ($315.0
million -- 4.5% of the pool), which represents a 70% pari-passu
interest in a $450.0 million first mortgage loan. The loan is
secured by a 915,000 million SF Class A office building located
near Grand Central Station in Manhattan. The property is 90%
leased as of December 2011 compared to 96% at the prior review.
The loan is interest only for its entire ten-year term. Moody's
LTV and stressed DSCR are 129% and 0.67X, respectively, compared
to 133% and 0.69X at last review.


WACHOVIA BANK 2007-C33: Moody's Cuts Ratings on 4 Certs. to 'C'
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 14 classes and
downgraded ten classes of Wachovia Bank Commercial Mortgage Pass-
Through Certificates, Series 2007-C33 as follows:

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

Cl. A-3, Affirmed at Aaa (sf); previously on Aug 27, 2007
Definitive Rating Assigned Aaa (sf)

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

Cl. A-4, Affirmed at Aaa (sf); previously on Aug 27, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-5, Affirmed at Aaa (sf); previously on Aug 27, 2007
Definitive Rating Assigned Aaa (sf)

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

Cl. A-M, Downgraded to A3 (sf); previously on Nov 18, 2010
Downgraded to Aa3 (sf)

Cl. A-J, Downgraded to Ba2 (sf); previously on Nov 18, 2010
Downgraded to Baa3 (sf)

Cl. B, Downgraded to Caa1 (sf); previously on Nov 18, 2010
Downgraded to B2 (sf)

Cl. C, Downgraded to Caa3 (sf); previously on Nov 18, 2010
Downgraded to Caa1 (sf)

Cl. D, Downgraded to Ca (sf); previously on Nov 18, 2010
Downgraded to Caa2 (sf)

Cl. E, Downgraded to Ca (sf); previously on Nov 18, 2010
Downgraded to Caa3 (sf)

Cl. F, Downgraded to C (sf); previously on Nov 18, 2010 Downgraded
to Ca (sf)

Cl. G, Downgraded to C (sf); previously on Nov 18, 2010 Downgraded
to Ca (sf)

Cl. H, Downgraded to C (sf); previously on Nov 18, 2010 Downgraded
to Ca (sf)

Cl. J, Downgraded to C (sf); previously on Nov 18, 2010 Downgraded
to Ca (sf)

Cl. K, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. L, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. M, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. N, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. O, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. P, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. Q, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

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

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

Moody's rating action reflects a cumulative base expected loss of
12.6% of the current balance compared to 11.5% at last review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of 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 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 assessments 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 assessments
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 assessments; 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 27 compared to 28 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 July 7, 2011.

DEAL PERFORMANCE

As of the June 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 6% to $3.39 billion
from $3.60 billion at securitization. The Certificates are
collateralized by 149 mortgage loans ranging in size from less
than 1% to 8% of the pool. Two loans, representing 1% of the pool,
have investment grade credit assessments. There are currently no
defeased loans in the pool.

Forty-four loans, representing 25% 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.

Thirteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $47.3 million (43% loss severity).
Currently 15 loans, representing 14% of the pool, are in special
servicing. The largest specially serviced loan is the Three
Borough Pool Loan ($133.0 million -- 3.9% of the pool) which is
secured by 42 multifamily properties located in Manhattan,
Brooklyn, and the Bronx in New York. The loan transferred to
special servicing in September 2010 due to imminent default. The
loan matured on May 15, 2012.

The second largest specially serviced loan is the Central/Eastern
Industrial Pool ($89.0 million -- 2.6% of the pool). This loan is
secured by 13 industrial properties located throughout the U.S. At
securitization all of the locations were leased under absolute
triple net leases. The loan transferred to special servicing in
July 2010 as the result of imminent default. Tenants abandoned or
vacated two of the buildings and a tenant abandoned 50% of a third
property. The borrower is in the process of preparing a revised
proposal and the lender is dual-tracking foreclosure. The loan is
currently 30 days delinquent.

The remaining specially serviced loans are represented by a mix of
property types. Moody's has estimated an aggregate $188.6 million
loss (39% expected loss on average) for the specially serviced
loans.

Moody's has assumed a high default probability for 29 poorly
performing loans representing 14% of the pool and has estimated an
aggregate $97.7 million loss (20% expected loss based on a 53%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and full year 2011
operating results for 94% and 94% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 119% compared to 126% at last full
review. Moody's net cash flow reflects a weighted average haircut
of 9.5% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.2%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.29X and 0.88X, respectively, compared to
1.25X and 0.85X, respectively, at last full review. Moody's actual
DSCR is based on Moody's net cash flow (NCF) and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stressed rate applied to the loan balance.

The largest loan with a credit assessment is the High Bluff Ridge
at Del Mar Loan ($32.9 million -- 1.0% of the pool), which is
secured by a 157,567 square foot (SF) suburban office building
located in San Diego, California. The loan is interest-only. As of
December 2011, the property was 96% leased compared to 100% at
last review. Moody's current credit assessment and stressed DSCR
are Baa3 and 1.45X, the same as at last review.

The second loan with a credit assessment is the Lawndale Estates
Loan ($7.2 million -- 0.2% of the pool), which is secured by a
673-unit mobile home community located in Saginaw, Michigan. The
property was 82% leased as of December 2011 compared to 83% at
last review. Moody's current credit assessment and stressed DSCR
are A2 and 2.06X, respectively, compared to A2 and 2.04X at last
review.

The top four performing loans represent 32% of the pool balance.
The largest loan is the ING Hospitality pool Loan ($283.9 million
-- 8.4% of the pool), which is secured by a 46 asset portfolio of
Residence Inns and Homewood Suites located across 19 states. This
loan represents a pari-passu interest in a $567.7 million first
mortgage loan. Performance has improved since the prior review due
to occupancy growth. The loan matured on June 11, 2012 and the
borrower has provided the master servicer with evidence of
refinancing. The master servicer anticipates the loan will be paid
off in full within the next 60 days. Moody's LTV and stressed DSCR
are 149% and 0.83X, respectively, compared to 163% and 0.76X at
last review.

The second largest loan is the Sawgrass Mills Loan ($265.3 million
-- 7.8% of the pool), which is secured by a 2.0 million SF
regional mall located in Sunrise, Florida. This loan represents a
pari-passu interest in an $820.0 million first mortgage loan. The
loan is sponsored by Simon Property Group. Performance has
steadily improved since securitization due to rent bumps from
existing tenants along with an increase in percentage rents due to
strong sales. The loan is interest only throughout the term.
Moody's LTV and stressed DSCR are 90% and 0.99X, respectively,
compared to 94% and 0.95X at last review.

The third largest conduit loan is the Ashford Hospitality Pool 6
Loan ($260.5 million --7.7% of the pool), which is secured by a
portfolio of three cross defaulted and cross collateralized full
service Marriott (2) and Renaissance (1) Hotels located in
Florida, Texas, and Washington. The portfolio was 72% occupied for
the twelve-month period ending December 2011 compared to 71% at
last review. The loan was interest only for 60 months but began
amortizing in April 2012 and matures in April 2017. Moody's LTV
and stressed DSCR are 146% and 0.81X, respectively, compared to
160% and 0.75X at last review.

The fourth largest loan is the 666 Fifth Avenue Loan ($258.5
million -- 8.4% of the pool), which represents a 22% pari-passu
interest in a $1.215 billion first mortgage loan. The loan is
secured by a 1.5 million SF Class A office building located in
Midtown Manhattan, New York. The property was 77% leased as of
December 2011 compared to 86% at year-end 2009 and 98% at
securitization. The loan transferred to special servicing in March
2010 due to imminent monetary default. The borrower requested a
loan modification after the borrower exhausted its $100 million
reserve. In December 2011, the borrower and special servicer
successfully executed a modification. Terms of the modification
include a bifurcation of the original loan into a $1.15 billion A-
Note and $115 million B-Note, interest reduction on the A-Note,
$110 million equity infusion that is senior in payment priority to
the B-Note, and an extension of the maturity date by two years.
Based on the new structure, the interest rate reduction has
created interest shortfalls in the amount of $800,000 per month in
2012 and will create approximately $560,000 in interest shortfalls
per month in 2013. The loan returned to the master servicer in
March 2012 and is performing under the modified terms. Moody's LTV
and stressed DSCR for the modified A note are 163% and 0.53X,
respectively, compared to 181% and 0.52X at last review.


WAVE SPC 2007-1: S&P Lowers Rating to Class A-1 Debt to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class A-1
to 'D (sf)' from WAVE SPC's series 2007-1 (WAVE 2007-1), a
commercial real estate collateralized debt obligation (CRE CDO)
transaction.

"The rating action reflects our analysis of the transaction
following an interest shortfall to the nondeferrable class.
Classes A-1 experienced an interest shortfall according to the
June 20, 2012, trustee remittance report, and we subsequently
lowered our rating on the class to 'D (sf_)'," S&P said.

"The underlying commercial mortgage-backed securities (CMBS) for
WAVE 2007-1 failed to produce sufficient interest proceeds to pay
the full interest amount due to the A-1 nondeferrable interest
classes, resulting in the liquidity interruption," S&P said.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATING LOWERED

WAVE SPC
Series 2007-1
Collateralized debt obligations
              Rating
Class    To           From
A-1      D (sf)       CCC- (sf)


WELLS FARGO 2012-C7: Fitch Rates $19.3-Mil. Class G Notes 'Bsf'
---------------------------------------------------------------
Fitch Ratings has assigned the following ratings to Wells Fargo
Bank, N.A. WFRBS Commercial Mortgage Trust 2012-C7 commercial
mortgage pass-through certificates:

  -- $189,518,000 class A-1 'AAAsf'; Outlook Stable;
  -- $417,987,000 class A-2 'AAAsf'; Outlook Stable;
  -- $165,250,000a class A-FL 'AAAsf'; Outlook Stable;
  -- $0 class A-FX 'AAAsf'; Outlook Stable;
  -- $855,551,000*a class X-A 'AAAsf'; Outlook Stable;
  -- $82,796,000 class A-S 'AAAsf'; Outlook Stable;
  -- $57,956,000 class B 'AAsf'; Outlook Stable;
  -- $41,398,000 class C 'Asf'; Outlook Stable;
  -- $27,598,000a class D 'BBB+sf'; Outlook Stable;
  -- $48,298,000a class E 'BBB-sf'; Outlook Stable;
  -- $19,319,000a class F 'BBsf'; Outlook Stable;
  -- $19,319,000a class G 'Bsf'; Outlook Stable.

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

Fitch does not rate the $248,386,065 interest-only class X-B or
the $34,498,065 class H.

Wells Fargo Bank, N.A. will be the swap counterparty for the
floating-rate class A-FL.  In the event that any swap breakage
costs are due to the swap counterparty from the trust, any
breakage costs will only be paid after all payments on the class
A-FL certificates have been paid in full.  The aggregate balance
of the class A-FL may be adjusted as a result of the exchange of
all or a portion of the class A-FL certificates for the non-
offered class A-FX.


WILSHIRE FUNDING: Moody's Confirms 'Caa2' Rating on M-3 Tranche
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating of 1 tranche,
upgraded the rating of 1 tranche, and confirmed the ratings of 3
tranches from three RMBS transactions, backed by Scratch and Dent
loans, issued by Wilshire Funding Corporation.

Ratings Rationale

The actions are a result of the recent performance review of
Scratch and Dent pools 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 "US RMBS Surveillance Methodology for Scratch
and Dent" published in May 2011. The methodology used in rating
Interest-Only Securities was "Moody's Approach to Rating
Structured Finance Interest-Only Securities" published in February
2012.

Moody's adjusts the methodologies noted above for 1) Moody's
current view on loan modifications and 2) small pool volatility.

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.

Small Pool Volatility

The above RMBS approach only applies to structures with at least
40 loans and a pool factor of greater than 5%. Moody's can
withdraw its rating when the pool factor drops below 5% and the
number of loans in the deal declines to 40 loans or lower. If,
however, a transaction has a specific structural feature, such as
a credit enhancement floor, that mitigates the risks of small pool
size, Moody's can choose to continue to rate the transaction.

For pools with loans less than 100, Moody's adjusts its
projections of loss to account for the higher loss volatility of
such pools. For small pools, a few loans becoming delinquent would
greatly increase the pools' delinquency rate.

To project losses on scratch and dent pools with fewer than 100
loans, Moody's first calculates an annualized delinquency rate
based on strength of the collateral, number of loans remaining in
the pool and the level of current delinquencies in the pool. For
scratch and dent, Moody's first applies a baseline delinquency
rate of 11% for standard transactions and 3% for strongest prime-
like deals. Once the loan count in a pool falls below 76, this
rate of delinquency is increased by 1% for every loan fewer than
76. For example, for a standard pool with 75 loans, the adjusted
rate of new delinquency is 11.1%. Further, to account for the
actual rate of delinquencies in a small pool, Moody's multiplies
the rate calculated above by a factor ranging from 0.75 to 2.5 for
current delinquencies that range from less than 2.5% to greater
than 30% respectively. Moody's then uses this final adjusted rate
of new delinquency to project delinquencies and losses for the
remaining life of the pool under the approach described in the
methodology publication.

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

The 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 8.2% 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: Wilshire Mortgage Loan Trust 1997-02

M-1, Confirmed at Caa3 (sf); previously on Apr 19, 2012 Caa3 (sf)
Placed Under Review for Possible Upgrade

Issuer: Wilshire Funding Corporation Mortgage Backed Certificates,
Series 1996-3

M-2, Confirmed at Baa1 (sf); previously on Apr 19, 2012 Baa1 (sf)
Placed Under Review for Possible Upgrade

M-3, Confirmed at Caa2 (sf); previously on Apr 19, 2012 Caa2 (sf)
Placed Under Review for Possible Upgrade

Issuer: Wilshire Mortgage Funding Company VI, Inc., Series 1998-
WFC2

I-O, Downgraded to Ba1 (sf); previously on Feb 22, 2012 Downgraded
to Baa3 (sf)

M-3, Upgraded to B2 (sf); previously on Apr 19, 2012 Caa2 (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_SF290075

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

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF247004


* Fitch Says Credit Quality for Grade Debt Issues Stabilized
------------------------------------------------------------
Credit quality for U.S. speculative grade debt issuers has
stabilized, though continued improvement could be challenging, as
detailed by Fitch Ratings' in its latest 'Leveraged Finance Stats
Quarterly - First Quarter 2011'.

Continued credit improvements for both 'BB' and 'B' rated issuers
have become increasingly more challenging.  This is primarily
because top-line growth has stagnated and the capacity for further
cost cutting remains limited.  Prior to the first quarter, minor
improvements in top-line growth and stable margins have
contributed to higher EBITDA levels and decreased leverage.

First quarter aggregate leverage has remained flat quarter-over-
quarter at 4.2 times (x) and has declined modestly year-over-year
from 4.4x.  Declining leverage levels for 'BB' rated issuers have
started to flatten at 3.2x.  Modest declines in leverage for 'B'
rated issuers have occurred at 5.0x (from 5.2x the year prior).

Overall stable credit profiles for most high-yield issuers should
allow a buffer to withstand a prolonged period of weak economic
growth.

Liquidity has remained adequate to strong for most issuers.
However, average cash balances have declined as capital spending
has normalized from recession lows.  On average, 'BB' rated
issuers have approximately 80% available on their revolving credit
facilities (versus 73% for 'B' rated issuers).  Issuers may look
to further bolster their liquidity positions as memories of a
credit crunch have left issuers with a strong focus on maintaining
ample liquidity.

Most issuers have addressed near-term refinancing needs.  Total
cash on hand in the portfolio well exceeds maturities through
2013.  Issuers over the last few quarters have been focused on
refinancing maturities during the 2013 and 2014 time frame.  In
the portfolio, 2013 and 2014 maturities represent 5% and 9% of
overall total debt, respectively.

'B' rated issuers that have not addressed near-term maturities
could be at risk should the current tone in the high-yield debt
markets continue through the second half of 2012.

On the sector level refinancing risk remains a focus for the
Transportation; Energy, Oil, and Gas; Consumer, Food, and
Beverage.  Above average 2013 and 2014 maturities to total sector
debt levels will come in at approximately 32%, 25%, and 23%
respectively.

Aerospace & Defense; Packaging, Paper, and Forest Products; Metals
& Mining; Retailing; and Telecom sectors have primarily addressed
refinancing needs for this period.  2013 and 2014 maturities to
total debt of will total approximately 5%, 8%, 10%, 11%, and 11%,
respectively.

Additional refinancing risks for specific issuers is addressed in
Fitch's fifth installment of the 'Bridging the Refinancing Cliff',
a series focuses on those issuers with large amounts of loan and
bond debt coming due in 2013 and 2014.


* Moody's Cuts Ratings on 26 U.S. Structured Finance Securities
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of structured
finance securities directly exposed to the declining credit
quality of certain US and European firms with global capital
market operations which Moody's downgraded on June 21, 2012. The
rating actions affect 46 tranches, including 4 CDO/CLOs and, 42
structured notes in the U.S.

A list of the Affected Credit Ratings, which identifies each
affected issuer, is available at:

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF289985

Ratings Rationale

The reason for Moody's actions is the linkage between the ratings
of the structured finance securities and those of the banks. This
linkage is due to the direct exposure of the structured finance
securities to the declining credit quality of certain European and
US banks each of which acts as either the guarantor of the
securities, the issuer of collateral securities, or is the
reference credit in the transaction. Because of the linkage, each
rating is essentially a pass-through of the rating of the bank.
Each related underlying security, guarantor or reference entity is
detailed in the link at the beginning of this announcement.

Moody's notes that these transactions are subject to a high level
of macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by 1) uncertainties of credit
conditions in the general economy and 2) the acute sovereign and
banking crisis in the euro area, which is weakening the credit
profiles of banks exposed to the currency union. This crisis
accentuates challenges facing banks globally.

The principal methodology used in these ratings was "Moody's
Approach to Rating Repackaged Securities" published in April 2010.

Moody's conducted no additional cash flow analysis or stress
scenarios because the ratings are a pass-through of the rating of
the underlying entity.


* Moody's Cuts Ratings on 37 Structured Finance Securities
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of structured
finance securities directly exposed to the declining credit
quality of certain US and European firms with global capital
market operations which Moody's downgraded on June 21, 2012. The
rating actions affect 64 tranches, including 2 SF repackaged
security, 1 SFOC, and 61 structured notes in the U.S.

A list of the Affected Credit Ratings, which identifies each
affected issuer, is available at:

Ratings Rationale

The reason for Moody's actions is the linkage between the ratings
of the structured finance securities and those of the banks. This
linkage is due to the direct exposure of the structured finance
securities to the declining credit quality of certain European and
US banks each of which acts as either the guarantor of the
securities, the issuer of collateral securities, or is the
reference credit in the transaction. Because of the linkage, each
rating is essentially a pass-through of the rating of the bank.
Each related underlying security, guarantor or reference entity is
detailed in the link at the beginning of this announcement.

Moody's notes that these transactions are subject to a high level
of macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by 1) uncertainties of credit
conditions in the general economy and 2) the acute sovereign and
banking crisis in the euro area, which is weakening the credit
profiles of banks exposed to the currency union. This crisis
accentuates challenges facing banks globally.

The principal methodology used in these ratings was "Moody's
Approach to Rating Repackaged Securities" published in April 2010.

Moody's conducted no additional cash flow analysis or stress
scenarios because the ratings are a pass-through of the rating of
the underlying entity.


* Moody's Says U.S. Subprime Auto Lending Market Similar to 90's
----------------------------------------------------------------
The subprime auto lending market in the US is developing a
resemblance to its condition in the early- and mid-1990s, when
overheated competition among lenders led to poor underwriting that
drove up losses, says Moody's Investors Service in a new report.
As in that earlier period, capital is pouring into the sector and
the issuance of subprime auto asset-backed securities (ABS) is
booming.

"It is too early to predict whether today's subprime lending
market will deteriorate as it did in the 1990s, but the early
similarities between then and now suggest that losses will climb
if competition intensifies," says Moody's Vice President Peter
McNally, author of the report "US Subprime Auto Lending Market
Harkens Back to 1990s."

Over the last two years, because of the sector's profitability, a
large amount of private equity investment has gone into the
subprime auto lenders, many of which are relatively small,
specialty finance companies, says Moody's.

Moody's says the interest of investors from outside the subprime
auto market niche and the potential for increased competition
carry the risk that losses could increase if a race for profits
and market share lowers underwriting standards. The growth in the
market can lead to capacity issues, says Moody's McNally. "When
losses rise quickly, inexperienced lenders have trouble servicing
a loan portfolio that requires more attention."

In the 1990s, the number of small lenders boomed, leading to
intense competition for loans that in turn led to weak
underwriting and high losses on securitized loans. Net losses in
subprime auto ABS, according to Moody's, jumped from under 3% in
early 1995 to over 10% in December 1997.

For the past several years subprime auto loan performance has been
strong, with the net loss rate currently below 4%. However, the
credit quality of pools securitized in 2011 and 2012 indicate that
credit has loosened since 2010, says Moody's.

Issuance of subprime auto ABS is on pace this year to exceed the
robust issuance of 2011, which comprised 24 deals, totaling $14.3
billion.

Moody's notes several differences between today' s market and the
overheated market of the 1990s.

One credit positive for today's market is that most lenders no
longer practice gain on sale accounting, whereby lenders
capitalized securitization gains and credited them to equity,
which made their balance sheets look stronger than they were.

Another is that the market is not yet overcrowded with new
lenders. Moody's counts 13 active securitizers at the moment,
compared with 34 issuers in 1997.

An important credit negative is that transactions are no longer
backed by monoline guarantors. These bond insurers absorbed losses
on transactions that would have otherwise defaulted in the 1990s
and took over transaction servicing from failing lenders.


* Moody's Takes Rating Action on $1.58-Bil. Alt-A RMBS Tranches
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 40
tranches, upgraded the ratings of eight tranches and confirmed the
ratings of 14 tranches from 16 RMBS transactions, backed by Alt-A
loans issued from 2001 to 2004.

Ratings Rationale

The actions are a result of the recent performance of Alt-A pools
originated before 2005 and reflect Moody's updated loss
expectations on these pools. The upgrades are due to significant
improvement in collateral performance, and/ or rapid build-up in
credit enhancement due to high prepayments.

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

The 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.

Moody's adjusts the methodologies noted above for 1) Moody's
current view on loan modifications 2) small pool volatility and 3)
bonds that financial guarantors insure.

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.

Small Pool Volatility

The above RMBS approach only applies to structures with at least
40 loans and a pool factor of greater than 5%. Moody's can
withdraw its rating when the pool factor drops below 5% and the
number of loans in the deal declines to 40 loans or lower. If,
however, a transaction has a specific structural feature, such as
a credit enhancement floor, that mitigates the risks of small pool
size, Moody's can choose to continue to rate the transaction.

For pools with loans less than 100, Moody's adjusts its
projections of loss to account for the higher loss volatility of
such pools. For small pools, a few loans becoming delinquent would
greatly increase the pools' delinquency rate.

To project losses on Alt-A pools with fewer than 100 loans,
Moody's first calculates an annualized delinquency rate based on
vintage, number of loans remaining in the pool and the level of
current delinquencies in the pool. For Alt-A and Option Arm pools,
Moody's first applies a baseline delinquency rate of 10% for 2004,
5% for 2003 and 3% for 2002 and prior. Once the loan count in a
pool falls below 76, this rate of delinquency is increased by 1%
for every loan fewer than 76. For example, for a 2004 pool with 75
loans, the adjusted rate of new delinquency is 10.1%. Further, to
account for the actual rate of delinquencies in a small pool,
Moody's multiplies the rate calculated above by a factor ranging
from 0.50 to 2.0 for current delinquencies that range from less
than 2.5% to greater than 30% respectively. Moody's then uses this
final adjusted rate of new delinquency to project delinquencies
and losses for the remaining life of the pool under the approach
described in the methodology publication.

Bonds insured by financial guarantors

The credit quality of RMBS that a financial guarantor insures
reflect the higher of the credit quality of the guarantor or the
RMBS without the benefit of the guarantee. As a result, the rating
on the securities is the higher of 1) the guarantor's financial
strength rating and 2) the current underlying rating, which is
what the rating of the security would be absent consideration of
the guaranty. The principal methodology Moody's uses in
determining the underlying rating is the same methodology for
rating securities that do not have financial guaranty, described
earlier.

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 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 8.2% 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: Charlie Mac Trust 2004-1

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

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

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

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

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

Cl. A-9, Downgraded to Aa3 (sf); previously on Mar 25, 2011
Confirmed at Aaa (sf)

Cl. PO, Downgraded to Aa3 (sf); previously on Mar 25, 2011
Confirmed at Aaa (sf)

Issuer: Compass Residential Mortgage Trust 2004-R1

Cl. A-1, Upgraded to Ba3 (sf); previously on Jan 31, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

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

Cl. A-2, Upgraded to Baa3 (sf); previously on Mar 25, 2011
Downgraded to Ba3 (sf)

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

Issuer: FNBA Mortgage Loan Trust 2004-AR1

Cl. A-1, Upgraded to Baa2 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

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

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

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

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

Issuer: Global Mortgage Securitization 2004-A Ltd.

Cl. A1, Downgraded to Baa2 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

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

Cl. A3, Downgraded to Baa2 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Cl. X-A1, Downgraded to Baa2 (sf); previously on Feb 22, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Cl. B1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. B2, Downgraded to B3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. B3, Downgraded to Caa3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. B4, Downgraded to Ca (sf); previously on Mar 25, 2011
Downgraded to Caa3 (sf)

Issuer: GSR Mortgage Loan Trust 2004-14

Cl. 1A1, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 1AX, Confirmed at Baa3 (sf); previously on Feb 22, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 2A1, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 2AX, Confirmed at Baa3 (sf); previously on Feb 22, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Issuer: Lehman ABS Corpration 2003-1 Trust

Cl. A1, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1 (sf)
Placed Under Review for Possible Upgrade

Issuer: Lehman ABS Corpration 2004-1 Trust

Cl. 1-A2, Upgraded to Baa1 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. M1, Upgraded to B2 (sf); previously on Jan 31, 2012 Caa1 (sf)
Placed Under Review for Possible Upgrade

Cl. M1-IO, Upgraded to B2 (sf); previously on Feb 22, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. M2, Confirmed at Ca (sf); previously on Jan 31, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Cl. M2-IO, Confirmed at Ca (sf); previously on Feb 22, 2012 Ca
(sf) Placed Under Review for Possible Upgrade

Issuer: MortgageIT Trust 2004-1

Cl. A-1, Downgraded to Baa1 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-2, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Issuer: MortgageIT Trust 2004-2

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

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

Issuer: Newcastle Mortgage Securities Trust 2004-1

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

Cl. M-1, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Issuer: RFSC Series 2001-RM2 Trust

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

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

Cl. AP-I, Downgraded to Aa1 (sf); previously on Mar 25, 2011
Confirmed at Aaa (sf)

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

Cl. M-I-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

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

Cl. M-I-3, Downgraded to C (sf); previously on Mar 25, 2011
Downgraded to Ca (sf)

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

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

Cl. M-II-3, Downgraded to Caa3 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Issuer: Sequoia Mortgage Trust 2004-3

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

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

Issuer: Thornburg Mortgage Securities Trust 2003-2

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

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

Cl. M-2, Downgraded to Baa1 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Issuer: Thornburg Mortgage Securities Trust 2003-6

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

Issuer: Thornburg Mortgage Securities Trust 2004-1

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

Cl. II-2A, Upgraded to Ba1 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Upgrade

Cl. II-3A, Upgraded to Ba1 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Upgrade

Issuer: Wells Fargo Alternative Loan Trust 2003-1 Trust

Cl. I-A-1, Downgraded to A2 (sf); previously on Mar 16, 2011
Downgraded to A1 (sf)

Cl. I-A-2, Downgraded to Baa1 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

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

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

Cl. A-PO, Downgraded to Baa1 (sf); previously on Mar 16, 2011
Downgraded to A2 (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF289058

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


* Moody's Takes Rating Actions on Four Tobacco Securitizations
--------------------------------------------------------------
Moody's Investors Service has upgraded six tranches in two
transactions and downgraded nine tranches in two other
transactions sponsored by California counties. The bonds are
securitizations of portions of payments owed to the state of
California pursuant to the Master Settlement Agreement (MSA) which
California shares with its counties. The MSA is between certain
domestic tobacco manufacturers and 46 states and certain
territories.

Ratings Rationale

A shift in cash flow allocations for California county-sponsored
transactions prompted the rating actions. Population within
California counties determines the transactions' proportionate
share of the state's allocated MSA payment. Therefore, cash flows
backing the transactions sponsored by California counties will
vary over time based on such counties' relative population within
the state. California reassesses such counties' MSA payment
allocations every 10 years using the results of the Official
United States Decennial Census.

Based on the information published by the California Attorney
General's office, Los Angeles and Alameda counties' relative
shares of the total MSA payment allocated to California in 2012
declined, and Merced County's relative share increased. The
combined relative share of the counties sponsoring the bonds of
the California Statewide Financing Authority has also increased.

In assigning the ratings Moody's conducted cash flow simulation
analyses using assumptions published in the methodology entitled
"Moody's Approach to Rating Tobacco Settlement Revenue
Securitizations" published on May 25, 2011. Among other factors,
Moody's considered the internal rate of return, the probability of
default, and the expected loss on the bonds. In all cases, Moody's
assumed that the portion of MSA payments either withheld or
escrowed by the tobacco manufacturers that are party to the MSA
will continue until 2020 and reduce the MSA payments by 13% per
year. Moody's also assumed that the settling states would
ultimately fully recover the withheld or escrowed disputed funds.
Should the tobacco manufacturers prevail, however, such an outcome
would materially reduce future cash flow to the affected states,
which could result in further downgrades to their bonds.

In addition to the quantitative factors, Moody's considered
qualitative factors. Such factors include the structural
protections in each transaction, the breakeven cigarette
consumption declines for each rated tranche and recent deal
performance indicators, including debt service coverage ratios,
interest coverage ratios, and the transactions' leverage.

Primary sources of uncertainty include future trends in domestic
cigarette consumption, the domestic market share of the tobacco
manufacturers who are parties to the MSA, as well as the market
share split between major and minor tobacco manufacturers. In
addition, Moody's published methodology includes an assumption
that future inflation remains at the MSA minimum annual inflation
adjustment of 3% for the term of the bonds. Consequently,
inflation above 3% would result in the increase of the MSA payment
revenue, and a potential upgrade for some bonds.

The complete rating actions are as follows:

Issuer: California County Tobacco Securitization Agency (Los
Angeles County Securitization Corporation) Series 2006A
Convertible Turbo Bonds

Cl. 2006A-1, Downgraded to B2 (sf); previously on May 18, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 2006A-2, Downgraded to B2 (sf); previously on May 18, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Cl. 2006A-3, Downgraded to B2 (sf); previously on May 18, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Cl. 2006A-4, Downgraded to B2 (sf); previously on May 18, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Cl. 2006A-5, Downgraded to B2 (sf); previously on May 18, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Issuer: California County Tobacco Securitization Agency (Merced
County Tobacco Funding Corporation) - Tobacco Settlement Asset-
Backed Refunding Bonds

2005A-1, Upgraded to Ba2 (sf); previously on May 18, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

2005A-2, Upgraded to B1 (sf); previously on May 18, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

2005A-3, Upgraded to B2 (sf); previously on May 18, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Issuer: California Statewide Financing Authority (Pooled Tobacco
Securitization Program) , Series 2002

Ser. 2002A Term Bonds 1, Upgraded to Baa3 (sf); previously on May
18, 2012 B2 (sf) Placed Under Review for Possible Upgrade

Ser. 2002B Term Bonds 1, Upgraded to Baa3 (sf); previously on May
18, 2012 B2 (sf) Placed Under Review for Possible Upgrade

Ser. 2002A Term Bonds 2, Upgraded to Ba3 (sf); previously on May
18, 2012 B2 (sf) Placed Under Review for Possible Upgrade

Ser. 2002A Term Bonds 3, Upgraded to Ba3 (sf); previously on May
18, 2012 B2 (sf) Placed Under Review for Possible Upgrade

Ser. 2002B Term Bonds 2, Upgraded to Ba3 (sf); previously on May
18, 2012 B2 (sf) Placed Under Review for Possible Upgrade

Ser. 2002B Term Bonds 3, Upgraded to Ba3 (sf); previously on May
18, 2012 B2 (sf) Placed Under Review for Possible Upgrade

Issuer: The California County Tobacco Securitization Agency
(Alameda County Tobacco Asset Securitization Corporation), Series
2002

Ser. 2002 Turbo Bond 1, Downgraded to A2 (sf); previously on May
18, 2012 A1 (sf) Placed Under Review for Possible Downgrade

Ser. 2002 Turbo Bond 2, Downgraded to Baa2 (sf); previously on May
18, 2012 Baa1 (sf) Placed Under Review for Possible Downgrade

Ser. 2002 Turbo Bond 3, Downgraded to Ba1 (sf); previously on May
18, 2012 Baa1 (sf) Placed Under Review for Possible Downgrade

Ser. 2002 Turbo Bond 4, Downgraded to Ba2 (sf); previously on May
18, 2012 Baa3 (sf) Placed Under Review for Possible Downgrade


* Moody's Takes Rating Actions on $161MM US Scratch & Dent RMBS
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 8
tranches, upgraded the ratings of 2 tranches, and confirmed the
ratings of 10 tranches from nine RMBS transactions, backed by
Scratch and Dent loans, issued by various financial institutions.

Ratings Rationale

The actions are a result of the recent performance review of
Scratch and Dent pools 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 "US RMBS Surveillance Methodology for Scratch
and Dent" published in May 2011.

The rating action constitute of two upgrades as well as eight
downgrades. The upgrades are due to an increase in the available
credit enhancement. The downgrades are primarily due to
deteriorating collateral performance.

Moody's adjusts the methodologies noted above for 1) Moody's
current view on loan modifications and 2) bonds that financial
guarantors insure.

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 above RMBS approach only applies to structures with at least
40 loans and a pool factor of greater than 5%. Moody's can
withdraw its rating when the pool factor drops below 5% and the
number of loans in the deal declines to 40 loans or lower. If,
however, a transaction has a specific structural feature, such as
a credit enhancement floor, that mitigates the risks of small pool
size, Moody's can choose to continue to rate the transaction.

Bonds insured by financial guarantors

The credit quality of RMBS that a financial guarantor insures
reflect the higher of the credit quality of the guarantor or the
RMBS without the benefit of the guarantee. As a result, the rating
on the securities is the higher of 1) the guarantor's financial
strength rating and 2) the current underlying rating, which is
what the rating of the security would be absent consideration of
the guaranty. The principal methodology Moody's uses in
determining the underlying rating is the same methodology for
rating securities that do not have financial guaranty, described
earlier.

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

The 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 8.2% 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: Citigroup Mortgage Loan Trust, Series 2003-HE4

Cl. A, Downgraded to Aa2 (sf); previously on May 24, 2011
Confirmed at Aaa (sf)

Underlying Rating: Downgraded to Aa2 (sf); previously on May 24,
2011 Confirmed at Aaa (sf)

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

Cl. M-1, Downgraded to A2 (sf); previously on May 24, 2011
Confirmed at Aa3 (sf)

Cl. M-2, Confirmed at Ba2 (sf); previously on Apr 19, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Cl. M-3, Confirmed at B2 (sf); previously on Apr 19, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Cl. M-4, Confirmed at Ca (sf); previously on Apr 19, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Issuer: Citigroup Mortgage Loan Trust, Series 2004-HE1

Cl. A, Downgraded to A2 (sf); previously on Apr 19, 2012 Aa2 (sf)
Placed Under Review for Possible Downgrade

Financial Guarantor: Financial Guaranty Insurance Company (Insured
Rating Withdrawn Mar 25, 2009)

Issuer: Countrywide Home Loan Trust 2003-SD3

Cl. M-2, Confirmed at Baa2 (sf); previously on Apr 19, 2012 Baa2
(sf) Placed Under Review for Possible Upgrade

Issuer: Credit Suisse Mortgage Capital Trust 2006-CF1

Cl. B-1, Confirmed at Caa3 (sf); previously on Apr 19, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

Issuer: CSFB Mortgage Pass-Through Certificates, Series 2004-CF2

Cl. I-A-2, Downgraded to Aa1 (sf); previously on Nov 23, 2004
Assigned Aaa (sf)

Cl. I-M-1, Downgraded to Ba1 (sf); previously on May 19, 2011
Downgraded to Baa2 (sf)

Cl. II-M-1, Confirmed at Caa1 (sf); previously on Apr 19, 2012
Caa1 (sf) Placed Under Review for Possible Upgrade

Issuer: CSFB Mortgage Pass-Through Certificates, Series 2005-CF1

Cl. B, Downgraded to Caa2 (sf); previously on Apr 19, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Issuer: CWABS Asset-Backed Certificates Trust 2007-QH1

Cl. A-1, Downgraded to Caa1 (sf); previously on Apr 19, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Specialized Loan Trust 2004-01

Cl. A-1, Confirmed at Aa1 (sf); previously on Apr 19, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. A-2, Confirmed at Aa3 (sf); previously on Apr 19, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Downgraded to Ba2 (sf); previously on Mar 5, 2009
Downgraded to Baa3 (sf)

Issuer: MASTR Specialized Loan Trust 2004-02

Cl. M-2, Upgraded to Aa3 (sf); previously on Jan 17, 2005 Assigned
A2 (sf)

Cl. M-3, Upgraded to Baa1 (sf); previously on Jan 17, 2005
Assigned Baa2 (sf)

Cl. M-4, Confirmed at Baa3 (sf); previously on Apr 19, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. B, Confirmed at Ba3 (sf); previously on Apr 19, 2012 Ba3 (sf)
Placed Under Review for Possible Downgrade

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF290080

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

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF247004


* S&P Takes Various Rating Actions on 33 Scratch-And-Dent Deals
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 52
classes from 20 U.S. residential mortgage-backed securities (RMBS)
transactions issued between 1997 and 2007. "In addition, we raised
our ratings on four classes from four transactions and affirmed
our ratings on 110 classes from 14 of the transactions with
lowered ratings and 12 additional transactions. We also withdrew
our ratings on two classes from two transactions," S&P said.

"All of the reviewed transactions are backed primarily by scratch-
and-dent mortgage loan collateral except for two transactions.
Structured Asset Securities Corp. 2003-23H is backed by first-lien
high loan-to-value (HLTV) mortgage loans and Home Improvement &
Home Equity Loan Trust 1997-D is backed by subprime mortgage loan
collateral. Scratch-and-dent transactions generally fall into four
categories: outside-the-guidelines, document-deficient,
reperforming, and nonperforming liquidation trusts. The scratch-
and-dent deals in this review are backed predominantly by
reperforming first-lien, fixed- and adjustable-rate residential
mortgage loans secured by first liens on one- to four-family
residential properties," 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 three classes from two transactions based
on our interest shortfall criteria. We identify these classes in
the ratings list below with an asterisk. We also lowered our
ratings to 'D (sf)' on class M-1 from Quest Trust 2004-X1 and
class M-I-3 from RAMP Series 2004-RS1 Trust due to principal
writedowns," 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. 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 rating levels," 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.

"We withdrew our rating on class 1A-IO from Structured Asset
Securities Corp. 2003-23H based on our interest-only criteria. We
also withdrew our rating on class HE:B-1 from Home Improvement &
Home Equity Loan Trust 1997-D because the class has been paid in
full," 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 we 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.

"In order to maintain a 'B' rating on a class, we assessed
whether, in our view, a class could absorb the remaining base-case
loss assumptions we used in our analysis. In order to maintain a
rating higher than 'B', we assessed whether the class could
withstand losses exceeding the remaining 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
remaining base-case loss assumptions to maintain a 'BB' rating,
while we would assess whether a different class could withstand
approximately 120% of our remaining base-case loss assumptions to
maintain a 'BBB' rating. Each class with an affirmed 'AAA'
rating can, in our view, withstand approximately 150% of our
remaining base-case loss assumptions under our analysis," S&P
said.

Subordination, overcollateralization (prior to its depletion), and
excess spread provide credit support for the affected
transactions.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

ACE Securities Corp. Home Equity Loan Trust Series 2006-SD1
Series 2006-SD1
                               Rating
Class      CUSIP       To                   From
*A-1B      004421XV0   AA+ (sf)             AAA (sf)
*M-1       004421XW8   D (sf)               CCC (sf)

ACE Securities Corp. Home Equity Loan Trust Series 2006-SD3
Series 2006-SD3
                               Rating
Class      CUSIP       To                   From
A          00443CAA6   A+ (sf)              AA- (sf)
M-1        00443CAB4   CC (sf)              CCC (sf)

Bear Stearns Asset Backed Securities Trust 2003-1
Series 2003-1
                               Rating
Class      CUSIP       To                   From
M-1        07384YHA7   BBB- (sf)            BB (sf)

Bear Stearns Asset Backed Securities Trust 2006-SD4
Series 2006-SD4
                               Rating
Class      CUSIP       To                   From
1A-2       07389NAB1   CC (sf)              CCC (sf)
1A-3       07389NAV7   CC (sf)              CCC (sf)
2A-2       07389NAD7   CC (sf)              CCC (sf)
3A-1       07389NAE5   CC (sf)              CCC (sf)
3A-2       07389NAF2   CC (sf)              CCC (sf)

Bear Stearns Asset Backed Securities Trust 2007-SD1
Series 2007-SD1
                               Rating
Class      CUSIP       To                   From
I-A-1      07389QAA6   CC (sf)              CCC (sf)
I-PO       07389QAB4   CC (sf)              CCC (sf)
I-A-2A     07389QAC2   CC (sf)              CCC (sf)
I-A-2B     07389QAD0   CC (sf)              CCC (sf)
I-A-3A     07389QAE8   CC (sf)              B- (sf)
I-A-3B     07389QAF5   CC (sf)              CCC (sf)
II-1A-1    07389QAL2   CC (sf)              CCC (sf)
II-2A-1    07389QAN8   CC (sf)              CCC (sf)
II-3A-1    07389QAQ1   CC (sf)              CCC (sf)

Bear Stearns Asset Backed Securities Trust 2007-SD2
Series 2007-SD2
                               Rating
Class      CUSIP       To                   From
I-A-1A     07386UAA0   CCC (sf)             B (sf)
I-A-1B     07386UAB8   CC (sf)              CCC (sf)
I-PO       07386UAC6   CC (sf)              CCC (sf)
I-A-2A     07386UAD4   CCC (sf)             B (sf)
I-A-2B     07386UAE2   CC (sf)              CCC (sf)
I-A-3A     07386UAF9   CCC (sf)             B (sf)
I-A-3B     07386UAG7   CC (sf)              CCC (sf)
II-A-2     07386UAN2   CC (sf)              CCC (sf)

C-BASS 2007-RP1 Trust
Series 2007-RP1
                               Rating
Class      CUSIP       To                   From
A          1248M6AA4   CCC (sf)             BB (sf)
M-1        1248M6AD8   CC (sf)              CCC (sf)

CWABS Asset-Backed Notes Trust 2006-SD1
Series 2006-SD1
                               Rating
Class      CUSIP       To                   From
M-2        126670VQ8   CC (sf)              CCC (sf)

CWABS Asset-Backed Notes Trust 2006-SD2
Series 2006-SD2
                               Rating
Class      CUSIP       To                   From
1-M-2      23242TAK2   CC (sf)              CCC (sf)
2-A-1-B    23242TAB2   CC (sf)              CCC (sf)

GSAMP Trust 2005-SEA2
Series 2005-SEA2
                               Rating
Class      CUSIP       To                   From
B-1        362341TR0   BB (sf)              B- (sf)

GSAMP Trust 2006-SD1
Series 2006-SD1
                               Rating
Class      CUSIP       To                   From
M-1        362341X61   B- (sf)              B (sf)
M-2        362341X79   CC (sf)              CCC (sf)

GSAMP Trust 2006-SD3
Series 2006-SD3
                               Rating
Class      CUSIP       To                   From
A          36244RAA8   CCC (sf)             B (sf)

Home Improvement & Home Equity Loan Trust 1997-D
Series 1997-D
                               Rating
Class      CUSIP       To                   From
HE: B-1    393505WL2   NR                   A+ (sf)

Quest Trust 2004-X1
Series 2004-X1
                               Rating
Class      CUSIP       To                   From
M-1        03072SPT6   D (sf)               CC (sf)

Quest Trust 2006-X2
Series 2006-X2
                               Rating
Class      CUSIP       To                   From
A-1        74836YAA8   CCC (sf)             BBB (sf)
A-2        74836YAB6   CCC (sf)             B- (sf)
M-1        74836YAC4   CC (sf)              CCC (sf)

RAAC Series 2005-SP2 Trust
Series 2005-SP2
                               Rating
Class      CUSIP       To                   From
M-I-2      76112BE63   BB (sf)              B- (sf)
A-II       76112BF54   CC (sf)              CCC (sf)

RAAC Series 2006-RP1 Trust
Series 2006-RP1
                               Rating
Class      CUSIP       To                   From
M-1        76112B2V1   BBB- (sf)            B+ (sf)

RAAC Series 2007-SP3 Trust
Series 2007-SP3
                               Rating
Class      CUSIP       To                   From
M-1        74978FAB5   CC (sf)              CCC (sf)

RAMP Series 2002-RS1 Trust
Series 2002-RS1
                               Rating
Class      CUSIP       To                   From
M-II-2     760985GX3   CCC (sf)             B (sf)

RAMP Series 2003-RS11 Trust
Series 2003-RS11
                               Rating
Class      CUSIP       To                   From
M-I-2      760985K59   B- (sf)              BB- (sf)

RAMP Series 2004-RS1 Trust
Series 2004-RS1
                               Rating
Class      CUSIP       To                   From
M-I-3      760985N64   D (sf)               CC (sf)

Security National Mortgage Loan Trust 2006-3
Series 2006-3
                               Rating
Class      CUSIP       To                   From
A-1        81441WAA4   A (sf)               AAA (sf)
A-2        81441WAB2   CCC (sf)             B (sf)

Structured Asset Securities Corp.
Series 2003-23H
                               Rating
Class      CUSIP       To                   From
1A1        86359AB93   A+ (sf)              AAA (sf)
1A-IO      86359AC27   NR                   AAA (sf)
1A-PO      86359AC35   A+ (sf)              AAA (sf)
*2A1       86359AC43   A+ (sf)              AAA (sf)
1B1        86359AC68   CC (sf)              BB (sf)

Structured Asset Securities Corp. Mortgage Loan Trust 2007-GEL1
Series 2007-GEL1
                               Rating
Class      CUSIP       To                   From
A1         86362QAA1   CCC (sf)             B- (sf)
A2         86362QAB9   CCC (sf)             B- (sf)
A3         86362QAC7   CCC (sf)             B- (sf)


RATINGS AFFIRMED

American Home Mortgage Assets Trust 2007-SD2
Series 2007-SD2
Class      CUSIP       Rating
A          02662AAA0   CCC (sf)
M-1        02662AAB8   CCC (sf)
M-2        02662AAC6   CCC (sf)
M-3        02662AAD4   CC (sf)
M-4        02662AAE2   CC (sf)
M-5        02662AAF9   CC (sf)

BayView Financial Asset Trust 2003-SSR1
Series 2003-SSR1
Class      CUSIP       Rating
A          07324QDR4   AAA (sf)
M          07324QDS2   AA (sf)

Bear Stearns Asset Backed Securities Trust 2003-1
Series 2003-1
Class      CUSIP       Rating
A-1        07384YGX8   AAA (sf)
A-2        07384YGY6   AAA (sf)
M-2        07384YHB5   CCC (sf)
B          07384YHC3   CC (sf)

Bear Stearns Asset Backed Securities Trust 2006-SD4
Series 2006-SD4
Class      CUSIP       Rating
1A-1       07389NAA3   BBB+ (sf)
2A-1       07389NAC9   CCC (sf)

Bear Stearns Asset Backed Securities Trust 2007-SD1
Series 2007-SD1
Class      CUSIP       Rating
II-1A-2    07389QAM0   CC (sf)
II-2A-2    07389QAP3   CC (sf)
II-3A-2    07389QAR9   CC (sf)

Bear Stearns Asset Backed Securities Trust 2007-SD2
Series 2007-SD2
Class      CUSIP       Rating
I-B-1      07386UAJ1   CC (sf)
II-A-1     07386UAM4   CCC (sf)
II-M-1     07386UAP7   CC (sf)
II-M-2     07386UAQ5   CC (sf)

CSFB Trust 2004-CF2
Series 2004-CF2
Class      CUSIP       Rating
I-A-2      22541SD47   AAA (sf)
II-A-1     22541SD96   AAA (sf)
II-A-2     22541SE87   AAA (sf)
II-A-3     22541SE95   AAA (sf)
I-M-1      22541SD54   AA+ (sf)
II-M-1     22541SE20   AA+ (sf)
I-M-2      22541SD62   B+ (sf)
II-M-2     22541SE38   CCC (sf)
I-B        22541SD70   CC (sf)
II-B       22541SE46   CC (sf)

CWABS Asset-Backed Notes Trust 2006-SD1
Series 2006-SD1
Class      CUSIP       Rating
A-2        126670VN5   B (sf)
M-1        126670VP0   CCC (sf)

CWABS Asset-Backed Notes Trust 2006-SD2
Series 2006-SD2
Class      CUSIP       Rating
1-A-1      23242TAH9   B (sf)
1-A-3      23242TAW6   B (sf)
1-M-1      23242TAJ5   CCC (sf)
1-M-3      23242TAL0   CC (sf)
1-M-4      23242TAM8   CC (sf)

GMACM Mortgage Loan Trust 2003-GH2
Series 2003-GH2
Class      CUSIP       Rating
A-4        36185NQ60   AAA (sf)
M-1        36185NQ78   AA (sf)
M-2        36185NQ86   A (sf)
B          36185NQ94   CCC (sf)

GMACM Mortgage Loan Trust 2004-GH1
Series 2004-GH1
Class      CUSIP       Rating
A-3        36185HDY6   AAA (sf)
A-4        36185HDZ3   AAA (sf)
A-5        36185HEA7   AAA (sf)
A-6        36185HEB5   AAA (sf)
M-1        36185HEC3   BBB (sf)
M-2        36185HED1   CCC (sf)
B          36185HEE9   CC (sf)

GSAMP Trust 2005-SD2
Series 2005-SD2
Class      CUSIP       Rating
M-2        362341CE7   AA (sf)
M-3        362341CF4   BBB (sf)
B-1        362341CG2   CCC (sf)
B-2        362341CH0   CC (sf)

GSAMP Trust 2005-SEA2
Series 2005-SEA2
Class      CUSIP       Rating
A-1        362341TM1   AAA (sf)
A-2        362341TN9   AAA (sf)
M-1        362341TP4   AA+ (sf)
M-2        362341TQ2   BBB- (sf)
B-2        362341TS8   B- (sf)

GSAMP Trust 2006-SD1
Series 2006-SD1
Class      CUSIP       Rating
A-2        362341Y94   AAA (sf)

Quest Trust 2004-X1
Series 2004-X1
Class      CUSIP       Rating
A          03072SPS8   AA (sf)

RAAC Series 2005-SP2 Trust
Series 2005-SP2
Class      CUSIP       Rating
A-I-3      76112BE48   AAA (sf)
M-I-1      76112BE55   AA (sf)
M-I-3      76112BE71   CCC (sf)
M-I-4      76112BE89   CC (sf)
M-I-5      76112BE97   CC (sf)
M-II-1     76112BF62   CC (sf)

RAAC Series 2006-RP1 Trust
Series 2006-RP1
Class      CUSIP       Rating
A-2        76112B2U3   AAA (sf)
A-3        76112B3R9   AAA (sf)
M-2        76112B2W9   CCC (sf)
M-3        76112B2X7   CC (sf)
M-4        76112B2Y5   CC (sf)

RAAC Series 2007-SP3 Trust
Series 2007-SP3
Class      CUSIP       Rating
A-1        74978FAA7   BB (sf)
A-2        74978FAH2   CCC (sf)

RAMP Series 2002-RS1 Trust
Series 2002-RS1
Class      CUSIP       Rating
A-I-5      760985GQ8   AAA (sf)
M-I-1      760985GS4   CC (sf)

RAMP Series 2003-RS11 Trust
Series 2003-RS11
Class      CUSIP       Rating
A-I-6B     760985L66   AAA (sf)
A-I-7      760985K34   AAA (sf)
M-I-1      760985K42   AA (sf)
M-II-1     760985K91   AA (sf)
M-II-2     760985L25   CCC (sf)
M-II-3     760985L33   CC (sf)
M-II-4     760985L41   CC (sf)
A-I-6A     760985K26   AAA (sf)

RAMP Series 2003-RS5 Trust
Series 2003-RS5
Class      CUSIP       Rating
A-I-5      760985WY3   A (sf)
A-I-6      760985WZ0   CC (sf)
A-II-A     760985XA4   AA- (sf)
A-II-B     760985XB2   AA- (sf)

RAMP Series 2004-RS1 Trust
Series 2004-RS1
Class      CUSIP       Rating
A-I-6A     760985M73   AAA (sf)
A-I-6B     760985M81   AAA (sf)
A-I-7      760985M99   AAA (sf)
M-I-1      760985N49   A+ (sf)
M-I-2      760985N56   CCC (sf)
M-II-1     760985N80   BBB- (sf)
M-II-2     760985N98   CC (sf)
M-II-3     760985P21   CC (sf)

Security National Mortgage Loan Trust 2006-3
Series 2006-3
Class      CUSIP       Rating
A-3        81441WAC0   CCC (sf)

Structured Asset Securities Corp.
Series 2001-SB1
Class      CUSIP       Rating
A2         86358RDU8   AAA (sf)
A4         86358RDW4   AAA (sf)
A5         86358RDX2   AAA (sf)
AIO        86358RDY0   AAA (sf)
APO        86358RDZ7   AAA (sf)
B1         86358REA1   A (sf)
B2         86358REB9   CCC (sf)
B3         86358REC7   CC (sf)

Structured Asset Securities Corp.
Series 2003-23H
Class      CUSIP       Rating
1B2        86359AC76   CC (sf)
2B1        86359AC84   CCC (sf)
2B2        86359AC92   CC (sf)
B3         86359AD26   CC (sf)
B4         86359AD42   CC (sf)

Terwin Mortgage Trust 2004-EQR1
Series 2004-EQR1
Class      CUSIP       Rating
M-2        881561EB6   CC (sf)

*Based on the application of our interest shortfall criteria.


* S&P Lowers Ratings on 72 Classes From 32 U.S. RMBS Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 72
classes from 32 U.S. residential mortgage-backed securities (RMBS)
transactions. "In addition, we affirmed our ratings on 265 classes
from 31 of the transactions with lowered ratings as well as nine
additional transactions. We also withdrew our rating on 19 classes
from eight transactions: two IO classes from two transactions as
per our IO criteria; seven classes from two transactions due to
small loan count; and eight IO classes from three transactions and
two prepayment penalty classes from one transaction which are no
longer entitled to any cash flow," S&P said.

The 41 RMBS transactions in this review are backed by Alternative-
A (Alt-A) mortgage loan collateral issued from 2002 through 2006.

"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 at the previous rating levels. In addition,
we lowered our rating on class M from Alternative Loan Trust 2002-
17 based on our interest shortfall criteria," S&P said.

"The affirmations reflect our belief that projected credit
enhancement available for the affected classes will be sufficient
to cover our projected losses at the current rating levels," S&P
said.

"We withdrew our ratings on class II-X from Credit Suisse First
Boston Mortgage Securities Corp., Series 2003-AR22 and class A-X
from Residential Asset Securitization Trust 2005-A14 to reflect
the application of our IO criteria," S&P said.

"We also affirmed our ratings on seven classes from two
transactions and subsequently withdrew them due to the small
number of loans remaining and the lack of sufficient information
to maintain the ratings. These classes can be identified in the
table below by an asterisk. Each of these classes is backed by a
pool with a small number of remaining loans. If any of the
remaining loans default, the resulting loss could have a greater
effect on the pool's performance than if the pool consisted of a
larger number of loans. Because this performance volatility may
have an adverse effect on our outstanding ratings, we withdrew our
ratings on the related transactions," S&P said.

"We also withdrew our ratings on eight IO classes from three
transactions which no longer are entitled to any cash flow, and
two prepayment penalty classes from Credit Suisse First Boston
Mortgage Securities Corp., Series 2002-10 due to the expiration of
the prepayment penalty period for all of the loans in the
transaction," S&P said.

"In order to maintain a 'B' rating on a class, we assessed
whether, in our view, a class could absorb the remaining base-case
loss assumptions we used in our analysis. In order to maintain a
rating higher than 'B', we assessed whether the class could
withstand losses exceeding the remaining 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
remaining base-case loss assumptions to maintain a 'BB' rating,
while we would assess whether a different class could withstand
approximately 120% of our remaining base-case loss assumptions to
maintain a 'BBB' rating. Each class with an affirmed 'AAA' rating
can, in our view, withstand approximately 150% of our remaining
base-case loss assumptions under our analysis," S&P said.

"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.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1111687.pdf

RATING ACTIONS

Alternative Loan Trust 2002-17
Series 2002-33
                                 Rating
Class      CUSIP         To                   From
M          12669DKE7     AA+ (sf)             AAA (sf)
B-1        12669DKF4     BBB (sf)             A (sf)

Alternative Loan Trust 2003-19CB
Series 2003-47
                                 Rating
Class      CUSIP         To                   From
2-A-1      12669EG83     AA+ (sf)             AAA (sf)

Alternative Loan Trust 2003-3T1
Series 2003-9
                                 Rating
Class      CUSIP         To                   From
A-4        12669D6V5     NR                   AAA (sf)
M          12669D7E2     BBB+ (sf)            A+ (sf)

Alternative Loan Trust 2003-5T2
Series 2003-13
                                 Rating
Class      CUSIP         To                   From
M          12669EAL0     BBB+ (sf)            AAA (sf)

Alternative Loan Trust 2003-6T2
Series 2003-16
                                 Rating
Class      CUSIP         To                   From
M          12669ECS3     BBB (sf)             A+ (sf)
B-1        12669ECT1     CC (sf)              CCC (sf)

Alternative Loan Trust 2003-9T1
Series 2003-22
                                 Rating
Class      CUSIP         To                   From
M          12669EJH0     BBB (sf)             AAA (sf)
B-1        12669EJJ6     CCC (sf)             B- (sf)

Alternative Loan Trust 2005-J14
Series 2005-J14
                                 Rating
Class      CUSIP         To                   From
A-1        12668AP82     BB (sf)              BBB+ (sf)

Banc of America Alternative Loan Trust 2003-1
Series 2003-1
                                 Rating
Class      CUSIP         To                   From
B-2        05948KAM1     BBB (sf)             A+ (sf)
B-3        05948KAN9     CC (sf)              CCC (sf)

Banc of America Funding 2004-4 Trust
Series 2004-4
                                 Rating
Class      CUSIP         To                   From
30-B-1     05946XLE1     BB (sf)              BBB- (sf)
15-B-3     05946XLK7     BB (sf)              BBB (sf)

Bear Stearns ALT-A Trust 2004-2
Series 2004-2
                                 Rating
Class      CUSIP         To                   From
I-X-A-1    07386HHA2     NR                   AAA (sf)
I-X-A-2    07386HHB0     NR                   AAA (sf)
II-X-A-1   07386HHC8     NR                   AAA (sf)
II-X-A-2   07386HHD6     NR                   AAA (sf)
II-X-A-3   07386HHE4     NR                   AAA (sf)
III-X-A-1  07386HHF1     NR                   AAA (sf)
M          07386HGW5     A- (sf)              AA+ (sf)

Bear Stearns Asset Backed Securities I Trust 2004-AC2
Series 2004-AC2
                                 Rating
Class      CUSIP         To                   From
B-1        073879AK4     B- (sf)              BB (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-9
                                 Rating
Class      CUSIP         To                   From
I-B-1      22540VJ37     CC (sf)              CCC (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-AR17
                                 Rating
Class      CUSIP         To                   From
1-X        22540VS86     NR                   AAA (sf)
C-B-2      22540VT69     AA (sf)              AAA (sf)
C-B-3      22540VT77     A (sf)               AA+ (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-10
                                 Rating
Class      CUSIP         To                From
II-B-1     22540VR20     CCC (sf)          BBB- (sf)/Watch Neg
I-PP       22540VR95     NR                AAA (sf)
II-PP      22540VS29     NR                AAA (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-22
                                 Rating
Class       CUSIP         To       Interim       From
*I-M-1      22541NBT5     NR       AA (sf)       AA (sf)
*I-M-2      22541NBU2     NR       CC (sf)       CC (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR2
                                 Rating
Class      CUSIP         To                   From
C-B-2      22541NZT9     BBB- (sf)            AA- (sf)
C-B-3      22541NZU6     CC (sf)              CCC (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR12
                                 Rating
Class      CUSIP         To                   From
I-A-1      22541N4S5     A- (sf)              AAA (sf)
I-A-2      22541N4T3     BBB (sf)             A (sf)
II-A-1     22541N4U0     BBB (sf)             A (sf)
II-A-2     22541N4V8     BBB (sf)             A (sf)
II-A-3     22541N4W6     BBB (sf)             A (sf)
III-A-1    22541N4X4     BBB (sf)             A (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR22
                                 Rating
Class      CUSIP         To                   From
I-A-1      22541QRE4     A (sf)               AAA (sf)
II-A-4     22541QRJ3     A (sf)               AAA (sf)
II-A-5     22541QRK0     A (sf)               AAA (sf)
III-A-1    22541QRL8     A (sf)               AAA (sf)
II-X       22541QRN4     NR                   AAA (sf)
C-B-1      22541QRS3     CC (sf)              CCC (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR24
                                 Rating
Class      CUSIP         To                   From
I-A-1      22541QUJ9     AA (sf)              AAA (sf)
II-A-4     22541QUN0     AA (sf)              AAA (sf)
III-A-1    22541QUP5     AA (sf)              AAA (sf)
IV-A-1     22541QUQ3     AA (sf)              AAA (sf)
V-A-1      22541QUR1     AA (sf)              AAA (sf)
II-X       22541QVC3     AA (sf)              AAA (sf)
V-X        22541QUT7     AA (sf)              AAA (sf)

HarborView Mortgage Loan Trust 2006-12
Series 2006-12
                                 Rating
Class      CUSIP         To                   From
2A-1A3     41162DAD1     CC (sf)              CCC (sf)

IndyMac INDX Mortgage Loan Trust 2004-AR8
Series 2004-AR8
                                 Rating
Class      CUSIP         To                   From
1-A-1      45660N2H7     CC (sf)              CCC (sf)
2-A-1      45660N2L8     CC (sf)              CCC (sf)
2-A-2A     45660N2J3     BBB- (sf)            A+ (sf)
2-A-2B     45660N2K0     CC (sf)              CCC (sf)

MASTR Alternative Loan Trust 2002-1
Series 2002-1
                                 Rating
Class      CUSIP         To                   From
B-3        576434AL8     AA (sf)              AAA (sf)

MASTR Alternative Loan Trust 2003-8
Series 2003-8
                                 Rating
Class      CUSIP         To                   From
B-1        576434KK9     A (sf)               AA (sf)

Morgan Stanley Mortgage Loan Trust 2006-17XS
Series 2006-17XS
                                 Rating
Class      CUSIP         To                   From
A-2-W      61751DAD6     B (sf)               B (sf)/Watch Neg
A-5-W      61751DAH7     B (sf)               B (sf)/Watch Neg

New York Mortgage Trust 2005-2
Series 2005-2
                                 Rating
Class      CUSIP         To                   From
M-2        649603AF4     BBB- (sf)            A- (sf)

RALI Series 2002-QS10 Trust
Series 2002-QS10
                                 Rating
Class      CUSIP          To       Interim        From
*A-P        76110GM32     NR       AAA (sf)       AAA (sf)
*A-V        76110GM40     NR       AAA (sf)       AAA (sf)
*M-1        76110GM73     NR       AAA (sf)       AAA (sf)
*M-2        76110GM81     NR       AAA (sf)       AAA (sf)
*M-3        76110GM99     NR       AAA (sf)       AAA (sf)

RALI Series 2002-QS3 Trust
Series 2002-QS3
                                 Rating
Class      CUSIP         To                   From
M-2        76110GXF3     AA (sf)              AAA (sf)
M-3        76110GXG1     CC (sf)              CCC (sf)

RALI Series 2003-QS13 Trust
Series 2003-QS13
                                 Rating
Class      CUSIP         To                   From
M-1        76110HGH6     BBB (sf)             A- (sf)
M-2        76110HGJ2     CC (sf)              CCC (sf)

Residential Asset Securitization Trust 2002-A13
Series 2002-M
                                 Rating
Class      CUSIP         To                   From
B-1        45660NJQ9     BBB (sf)             AA+ (sf)
B-2        45660NJR7     CCC (sf)             BBB+ (sf)
B-3        45660NJS5     CC (sf)              CCC (sf)

Residential Asset Securitization Trust 2002-A14J
Series 2002-N
                                 Rating
Class      CUSIP         To                   From
B-2        45660NLE3     BBB (sf)             AA- (sf)

Residential Asset Securitization Trust 2002-A15
Series 2002-O
                                 Rating
Class      CUSIP         To                   From
B-1        45660NKM6     A (sf)               AAA (sf)

Residential Asset Securitization Trust 2002-A16
Series 2002-P
                                 Rating
Class      CUSIP         To                   From
B-2        45660NMC6     B (sf)               BB- (sf)

Residential Asset Securitization Trust 2005-A14
Series 2005-N
                                 Rating
Class      CUSIP         To                   From
A-1        45660LS83     CC (sf)              CCC (sf)
A-2        45660LS91     CC (sf)              CCC (sf)
A-3        45660LT25     CC (sf)              CCC (sf)
A-5        45660LT41     CC (sf)              CCC (sf)
A-7        45660LT66     CC (sf)              CCC (sf)

PO         45660LT74     CC (sf)              CCC (sf)
A-X        45660LT82     NR                   CCC (sf)

Structured Adjustable Rate Mortgage Loan Trust 2005-6XS
Series 2005-6XS
                                 Rating
Class      CUSIP         To               From
A3         863579MJ4     AAA (sf)         AAA (sf)/Watch Neg

Structured Asset Securities Corp.
Series 2003-25XS
                                 Rating
Class      CUSIP         To                   From
A5         86359AK36     BBB (sf)             AA (sf)
A6         86359AK44     BBB (sf)             AA (sf)

Structured Asset Securities Corp.
Series 2004-11XS
                                 Rating
Class      CUSIP         To                   From
1-A4A      86359BUD1     BBB- (sf)            A (sf)
1-A4B      86359BVC2     BBB- (sf)            A (sf)
1-A5A      86359BUE9     BBB- (sf)            A (sf)
1-A5B      86359BUF6     BBB- (sf)            A (sf)
1-A6       86359BUG4     BBB- (sf)            A (sf)
1-M1       86359BUK5     CC (sf)              CCC (sf)


RATINGS AFFIRMED

Alternative Loan Trust 2002-17
Series 2002-33
Class      CUSIP         Rating
A-3        12669DJM1     AAA (sf)
A-4        12669DJN9     AAA (sf)
A-16       12669DKA5     AAA (sf)
A-17       12669DKB3     AAA (sf)
PO         12669DKC1     AAA (sf)
B-2        12669DKG2     CC (sf)

Alternative Loan Trust 2003-12CB
Series 2003-30
Class      CUSIP         Rating
1-A-1      12669EKH8     AAA (sf)
2-A-1      12669EKJ4     AAA (sf)
PO         12669EKK1     AAA (sf)
M          12669EKM7     CCC (sf)
B-1        12669EKN5     CC (sf)
B-2        12669EKP0     CC (sf)

Alternative Loan Trust 2003-19CB
Series 2003-47
Class      CUSIP         Rating
1-A-1      12669EG75     AA+ (sf)
3-A-1      12669EX76     AA+ (sf)
3-A-2      12669EX84     AAA (sf)
3-A-3      12669EX92     AA+ (sf)
PO         12669EG91     AA+ (sf)
M          12669EL95     CCC (sf)
B-1        12669EM29     CC (sf)
B-2        12669EM37     CC (sf)

Alternative Loan Trust 2003-22CB
Series 2003-59
Class      CUSIP         Rating
1-A-1      12669FEE9     AAA (sf)
2-A-1      12669FEF6     AAA (sf)
3-A-1      12669FEG4     AAA (sf)
PO         12669FEH2     AAA (sf)
B-1        12669FEL3     CC (sf)
B-2        12669FEM1     CC (sf)
M          12669FEK5     CCC (sf)

Alternative Loan Trust 2003-3T1
Series 2003-9
Class      CUSIP         Rating
A-5        12669D6W3     AAA (sf)
A-6        12669D6X1     AAA (sf)
A-7        12669D6Y9     AAA (sf)
A-8        12669D6Z6     AAA (sf)
A-9        12669D7A0     AAA (sf)
A-10       12669D7B8     AAA (sf)
PO         12669D7C6     AAA (sf)
B-1        12669D7F9     CCC (sf)
B-2        12669D7G7     CC (sf)
B-3        12669D3Z9     CC (sf)

Alternative Loan Trust 2003-5T2
Series 2003-13
Class      CUSIP         Rating
A-6        12669EAF3     AAA (sf)
PO         12669EAJ5     AAA (sf)
B-1        12669EAM8     CCC (sf)
B-2        12669EAN6     CC (sf)


Alternative Loan Trust 2003-6T2
Series 2003-16
Class      CUSIP         Rating
A-5        12669ECM6     AAA (sf)
A-6        12669ECN4     AAA (sf)
A-7        12669ECP9     AAA (sf)
PO         12669ECQ7     AAA (sf)
B-2        12669ECU8     CC (sf)

Alternative Loan Trust 2003-9T1
Series 2003-22
Class      CUSIP         Rating
A-1        12669EHY5     AAA (sf)
A-2        12669EHZ2     AAA (sf)
A-3        12669EJA5     AAA (sf)
A-4        12669EJB3     AAA (sf)
A-5        12669EJC1     AAA (sf)
A-6        12669EJD9     AAA (sf)
A-7        12669EJE7     AAA (sf)
PO         12669EJF4     AAA (sf)
B-2        12669EJK3     CC (sf)
B-3        12669EPF7     CC (sf)
B-4        12669EPG5     CC (sf)

Alternative Loan Trust 2004-9T1
Series 2004-9T1
Class      CUSIP         Rating
A-1        12667FHJ7     AA+ (sf)
A-2        12667FHK4     AA+ (sf)
A-3        12667FHL2     AA+ (sf)
A-4        12667FHM0     AA (sf)
A-5        12667FHN8     AA (sf)
A-11       12667FHU2     AA (sf)
A-12       12667FHV0     AA (sf)
A-13       12667FHW8     AA (sf)
PO         12667FHX6     AA (sf)
M          12667FHZ1     CC (sf)
B-1        12667FJA4     CC (sf)
B-2        12667FJB2     CC (sf)

Alternative Loan Trust 2005-J14
Series 2005-J14
Class      CUSIP         Rating
A-3        12668AQ24     CC (sf)
A-4        12668AQ32     CC (sf)
A-5        12668AQ40     CC (sf)
A-6        12668AQ57     CC (sf)
A-7        12668AQ65     CC (sf)
A-8        12668AQ73     CC (sf)
A-9        12668AQ81     CC (sf)
PO         12668AR49     CC (sf)

Banc of America Alternative Loan Trust 2003-1
Series 2003-1
Class      CUSIP         Rating
A-1        05948KAA7     AAA (sf)
A-2        05948KAB5     AAA (sf)
A-3        05948KAC3     AAA (sf)
A-4        05948KAD1     AAA (sf)
A-5        05948KAE9     AAA (sf)
A-6        05948KAF6     AAA (sf)
A-WIO      05948KAJ8     AAA (sf)
A-PO       05948KAK5     AAA (sf)
B-1        05948KAL3     AA+ (sf)

Banc of America Funding 2004-4 Trust
Series 2004-4
Class      CUSIP         Rating
1-A-1      05946XKP7     AAA (sf)
1-A-3      05946XKR3     AAA (sf)
1-A-4      05946XKS1     AAA (sf)
1-A-5      05946XKT9     AAA (sf)
30-IO      05946XKW2     AAA (sf)
2-A-1      05946XKZ5     AAA (sf)
3-A-1      05946XLA9     AAA (sf)
15-IO      05946XLB7     AAA (sf)
X-PO       05946XLC5     AAA (sf)
15-PO      05946XLD3     AAA (sf)
30-B-2     05946XLF8     CC (sf)
30-B-3     05946XLG6     CC (sf)
30-B-4     05946XLL5     CC (sf)
15-B-1     05946XLH4     AA (sf)

Bear Stearns ALT-A Trust 2004-2
Series 2004-2
Class      CUSIP         Rating
I-A-1      07386HGL9     AAA (sf)
I-A-2      07386HGM7     AAA (sf)
I-A-3      07386HGN5     AAA (sf)
II-A-1     07386HGP0     AAA (sf)
II-A-2     07386HGQ8     AAA (sf)
II-A-3     07386HGR6     AAA (sf)
III-A-1    07386HGS4     AAA (sf)
IV-A-1     07386HGT2     AAA (sf)
V-A-1      07386HGU9     AAA (sf)
B-1        07386HGX3     CCC (sf)
B-2        07386HGY1     CC (sf)
B-3        07386HGZ8     CC (sf)


Bear Stearns Asset Backed Securities I Trust 2004-AC2
Series 2004-AC2
Class      CUSIP         Rating
I-A1       073879AA6     AAA (sf)
I-A2       073879AB4     AAA (sf)
I-A3       073879AC2     AAA (sf)
I-A4       073879AD0     AAA (sf)
I-X        073879AE8     AAA (sf)
I-PO       073879AF5     AAA (sf)
II-A       073879AG3     AAA (sf)
II-X       073879AH1     AAA (sf)
II-PO      073879AJ7     AAA (sf)
B-2        073879AL2     CC (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-9
Class      CUSIP         Rating
I-A-1      22540VG63     AAA (sf)
I-A-2      22540VG71     AAA (sf)
I-A-3      22540VG89     AAA (sf)
I-X        22540VH70     AAA (sf)
I-P        22540VH88     AAA (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-AR17
Class      CUSIP         Rating
1-A-1      22540VS78     AAA (sf)
2-A-1      22540VS94     AAA (sf)
2-X        22540VT36     AAA (sf)
C-B-1      22540VT51     AAA (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-10
Class      CUSIP         Rating
I-A-5      22540VQ21     AAA (sf)
I-M-1      22540VQ70     AA (sf)
I-M-2      22540VQ88     A (sf)
II-A-1     22540VQ47     AAA (sf)
II-X       22540VQ54     AAA (sf)
II-P       22540VQ62     AAA (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-22
Class      CUSIP         Rating
II-M-1     22541NBV0     AA (sf)
II-M-2     22541NBW8     A (sf)
II-B-1     22541NCL1     CCC (sf)
IV-A-1     22541NBQ1     AAA (sf)
IV-X       22541NBR9     AAA (sf)
IV-P       22541NBS7     AAA (sf)
D-B-1      22541NBY4     CC (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR2
Class      CUSIP         Rating
I-A-1      22541NZK8     AAA (sf)
II-A-1     22541NZL6     AAA (sf)
III-A-1    22541NZM4     AAA (sf)
IV-A-1     22541NZN2     AAA (sf)
V-A-1      22541NZP7     AAA (sf)
C-B-1      22541NZS1     AA+ (sf)
C-B-4      22541NZW2     CC (sf)
C-B-5      22541NZX0     CC (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR12
Class      CUSIP         Rating
IV-M-1     22541N5C9     AA (sf)
C-B-1      22541N5E5     CC (sf)
C-B-2      22541N5F2     CC (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR22
Class      CUSIP         Rating
IV-M-1     22541QRP9     AA+ (sf)
IV-M-2     22541QRQ7     A+ (sf)
IV-M-3     22541QRR5     A- (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR24
Class      CUSIP         Rating
C-B-1      22541QUX8     CCC (sf)
VI-M-2     22541QUV2     A+ (sf)
C-B-2      22541QUY6     CC (sf)
VI-M-3     22541QUW0     BB (sf)
C-B-3      22541QUZ3     CC (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-AR7
Class      CUSIP         Rating
1-A-1      22541SRN0     AAA (sf)
2-A-1      22541SRP5     AAA (sf)
3-A-1      22541SRQ3     AAA (sf)
4-A-1      22541SRR1     AAA (sf)
5-A-1      22541SRS9     AAA (sf)
6-A-1      22541SRT7     AAA (sf)
6-A-2      22541SRU4     AAA (sf)
6-A-4      22541SRW0     AAA (sf)
6-A-5      22541SRX8     AAA (sf)
C-B-1      22541SSC3     B- (sf)
C-B-2      22541SSD1     CC (sf)
6-M-1      22541SRY6     CC (sf)

First Horizon Alternative Mortgage Securities Trust 2006-FA1
Series 2006-FA1
Class      CUSIP         Rating
I-A-2      32051GS55     AAA (sf)
I-A-5      32051GS89     CC (sf)
I-A-6      32051GS97     AAA (sf)
II-A-1     32051GU37     CC (sf)
II-A-PO    32051GU29     CC (sf)

HarborView Mortgage Loan Trust 2006-12
Series 2006-12
Class      CUSIP         Rating
1A-1A      41162DAA7     CC (sf)
2A-1A2     41162DAC3     CCC (sf)
2A-1B      41162DAE9     AA- (sf)
2A-2A      41162DAF6     CCC (sf)
2A-2B      41162DAG4     CC (sf)
2A-2C      41162DAH2     AA- (sf)

MASTR Alternative Loan Trust 2002-1
Series 2002-1
Class      CUSIP         Rating
A-PO       576434AF1     AAA (sf)
A-X        576434AH7     AAA (sf)
B-1        576434AJ3     AAA (sf)
B-2        576434AK0     AAA (sf)

MASTR Alternative Loan Trust 2003-8
Series 2003-8
Class      CUSIP         Rating
1-A-1      576434JS4     AAA (sf)
2-A-1      576434JT2     AAA (sf)
3-A-1      576434JU9     AAA (sf)
3-A-2      576434JV7     AAA (sf)
3-A-3      576434JW5     AAA (sf)
3-A-4      576434JX3     AAA (sf)
4-A-1      576434JY1     AAA (sf)
5-A-1      576434JZ8     AAA (sf)
6-A-1      576434KA1     AAA (sf)
7-A-1      576434KB9     AAA (sf)
15-PO      576434KC7     AAA (sf)
30-PO      576434KD5     AAA (sf)
15-A-X     576434KE3     AAA (sf)
30-AX-1    576434KF0     AAA (sf)
30-AX-2    576434KG8     AAA (sf)
B-2        576434KL7     CCC (sf)
B-3        576434KM5     CC (sf)
B-4        576434KN3     CC (sf)

Morgan Stanley Mortgage Loan Trust 2006-17XS
Series 2006-17XS
Class      CUSIP         Rating
A-1        61751DAA2     CC (sf)
A-2-A      61751DAB0     CCC (sf)
A-2-B      61751DAC8     CC (sf)
A-3-A      61751DAE4     CCC (sf)
A-3-B      61751DAF1     CC (sf)
A-4        61751DAG9     CC (sf)
A-6        61751DAJ3     CC (sf)

New York Mortgage Trust 2005-2
Series 2005-2
Class      CUSIP         Rating
A          649603AD9     AAA (sf)
M-1        649603AE7     AA (sf)

RALI Series 2002-QS3 Trust
Series 2002-QS3
Class      CUSIP         Rating
A-4        76110GWQ0     AAA (sf)
A-5        76110GWR8     AAA (sf)
A-12       76110GWZ0     AAA (sf)
A-P        76110GXA4     AAA (sf)
A-V        76110GXB2     AAA (sf)
M-1        76110GXE6     AAA (sf)

RALI Series 2003-QS13 Trust
Series 2003-QS13
Class      CUSIP         Rating
A-1        76110HFT1     AAA (sf)
A-2        76110HFU8     AAA (sf)
A-5        76110HFX2     AAA (sf)
A-6        76110HFY0     AAA (sf)
A-7        76110HFZ7     AAA (sf)
A-8        76110HGA1     AAA (sf)
A-9        76110HGB9     AAA (sf)
A-10       76110HGC7     AAA (sf)
A-P        76110HGD5     AAA (sf)
A-V        76110HGE3     AAA (sf)
M-3        76110HGK9     CC (sf)

Residential Asset Securitization Trust 2002-A13
Series 2002-M
Class      CUSIP         Rating
A-4        45660NJM8     AAA (sf)
A-5        45660NJN6     AAA (sf)
A-6        45660NJP1     AAA (sf)
PO         45660NJG1     AAA (sf)
A-X        45660NJW6     AAA (sf)

Residential Asset Securitization Trust 2002-A14J
Series 2002-N
Class      CUSIP         Rating
A-9        45660NKY0     AAA (sf)
A-10       45660NKZ7     AAA (sf)
PO         45660NLA1     AAA (sf)
A-X        45660NLB9     AAA (sf)
B-1        45660NLD5     AA+ (sf)
B-3        45660NLF0     CCC (sf)

Residential Asset Securitization Trust 2002-A15
Series 2002-O
Class      CUSIP         Rating
A-11       45660NKH7     AAA (sf)
PO         45660NKJ3     AAA (sf)
A-X        45660NKK0     AAA (sf)
B-2        45660NKN4     CCC (sf)
B-3        45660NKP9     CC (sf)

Residential Asset Securitization Trust 2002-A16
Series 2002-P
Class      CUSIP         Rating
A-3        45660NLX1     AAA (sf)
PO         45660NLY9     AAA (sf)
A-X        45660NLZ6     AAA (sf)
B-1        45660NMB8     AA+ (sf)
B-3        45660NMD4     CCC (sf)

Residential Asset Securitization Trust 2005-A14
Series 2005-N
Class      CUSIP         Rating
A-6        45660LT58     AA- (sf)

Structured Adjustable Rate Mortgage Loan Trust 2005-6XS
Series 2005-6XS
Class      CUSIP         Rating
M1         863579ML9     B+ (sf)

Structured Asset Securities Corp.
Series 2003-25XS
Class      CUSIP         Rating
M1         86359AK69     CC (sf)

Structured Asset Securities Corp.
Series 2004-11XS
Class      CUSIP         Rating
2-A2       86359BUJ8     AAA (sf)
2-M1       86359BUL3     AA+ (sf)
2-M2       86359BVD0     A+ (sf)
1-M2       86359BUN9     CC (sf)


* S&P Lowers Ratings on 495 Classes From 284 RMBS Deals to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
on 495 classes of mortgage pass-through certificates from 284 U.S.
residential mortgage-backed securities (RMBS) transactions issued
between 2001 and 2009.

The complete ratings list is available for free at:

          http://bankrupt.com/misc/S&P_0628_RMBS_Defaults.pdf

"The downgrades reflect our assessment of the impact that
principal write-downs had on the affected classes during recent
remittance periods. Prior to 's rating actions, we rated three
classes 'B-(sf)' and rated all other classes in this review 'CCC
(sf)' or 'CC (sf)'. We placed our ratings on four classes from one
transaction on CreditWatch negative as these classes were within a
loan group that included a class that defaulted from 'B- (sf)' or
higher," S&P said.

Approximately 77.37% of the defaulted classes were from
transactions backed by Alternative-A (Alt-A) or prime jumbo
mortgage loan collateral. The 495 defaulted classes consist of:

    240 classes from Alt-A transactions (48.48% of all defaults);
    143 from prime jumbo transactions (28.89%);
    88 from subprime transactions (17.74%);
    10 from resecuritized real estate mortgage investment conduit
    (re-REMIC) transactions;
    Five from reperforming transactions;
    Four from small balance commercial loan transactions;
    Two from document deficient transactions;
    Two from an RMBS 'outside the guidelines' transaction; and
    One from an RMBS Federal Housing Administration/Veterans
    Affairs transaction.

"We lowered our ratings on three classes from a transaction backed
by RMBS prime jumbo collateral to 'D (sf)' from 'B- (sf)'. A
combination of subordination, excess spread, and
overcollateralization (where applicable) provide credit
enhancement for all of the transactions in this review," S&P said.

"We expect to resolve the CreditWatch placements after we complete
our review of the related transaction. Standard & Poor's will
continue to monitor its ratings on securities that experience
principal write-downs, and it will adjust its ratings as it
considers appropriate in accordance with its criteria," S&P said.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com


* S&P Cuts Ratings on 61 Classes From 25 RMBS Risk Transfer Deals
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 61
classes from 25 U.S. residential mortgage-backed securities (RMBS)
synthetic risk transfer transactions issued by RESI Finance L.P.
(RESI) and RESIX Finance Ltd. (RESIX). "Concurrently, we affirmed
our ratings on 62 classes from 10 of the transactions with lowered
ratings and 27 other transactions. We also withdrew our ratings on
51 classes from 16 transactions due to an allocation of losses
resulting in a zero class balance," S&P said.

"In risk transfer transactions, the owner of a pool of mortgage
loans (the 'protection buyer') enters into a financial guarantee
contract with the issuer (the 'protection seller') of the
securities. Pursuant to the guarantee agreement, the protection
seller guarantees to pay the protection buyer an amount equal to
certain realized losses on the underlying pool of mortgage loans,
known as the reference portfolio. The mortgage pools we reviewed
in the 17 RESI transactions consist primarily of first-lien,
fixed-rate and adjustable-rate prime jumbo mortgage loans. The 53
RESIX transactions contain credit-linked notes that replicate the
cash flow of subordinate tranches issued within certain RESI
transactions," S&P said.

"In risk transfer transactions, unlike traditional mortgage-backed
securitizations, the actual cash flow from the reference portfolio
is not paid to the issuer and ultimately to the transactions'
security holders. Rather, the proceeds from the issuance of the
securities are deposited in an eligible account and are then
invested in eligible investments. The interest payable to the
security-holders is paid from income earned on these investments,
as well as from payments made by the protection buyer under the
financial guarantee contract. The principal payable to the
security-holders is paid from funds initially deposited into the
eligible account. Principal payments on the securities mirrors the
principal payments made on the reference portfolio," S&P said.

"When reviewing the transactions, we applied our criteria
described in 'Methodology: U.S. RMBS Synthetic Risk Transfers,'
published Feb. 6, 2009. We looked at several factors, including
the recent performance of the collateral backing these
transactions, our current projected losses, the projected credit
support to cover those losses, and the rating of the applicable
party responsible for making certain interest payments (i.e.
protection buyer)," S&P said.

"Most of 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 levels.
Additional ratings downgrades reflect the financial strength
rating of the protection buyer who is providing contractual
interest payments to security holders under the financial guaranty
contract," S&P said.

"The affirmations reflect our belief that projected credit
enhancement available for the affected classes will be sufficient
to cover our projected losses at the current rating levels. The
affirmed 'CCC (sf)' and 'CC (sf)' ratings reflect our assessment
that the credit enhancement for these classes will remain
insufficient to cover projected losses," S&P said.

          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

RESI Finance Limited Partnership 2003-A
Series      2003-A
                               Rating
Class      CUSIP       To                   From
B8         74951PAT5   A (sf)               A+ (sf)
B9         74951PAU2   A (sf)               A+ (sf)
B10        74951PAV0   BBB+ (sf)            A+ (sf)
B11        74951PAW8   BBB- (sf)            A- (sf)

RESI Finance Limited Partnership 2003-B
Series      2003-B
                               Rating
Class      CUSIP       To                   From
B4         74951PAZ1   A (sf)               A+ (sf)
B5         74951PBA5   BB+ (sf)             A+ (sf)
B6         74951PBB3   BB- (sf)             A+ (sf)
B7         74951PBC1   B (sf)               BBB (sf)
B8         74951PBD9   B- (sf)              BB (sf)
B9         74951PBE7   CCC (sf)             B (sf)

RESI Finance Limited Partnership 2003-C
Series      2003-C
                               Rating
Class      CUSIP       To                   From
B3         74951PBT4   BBB- (sf)            A (sf)
B-4        74951PBU1   B+ (sf)              A- (sf)
B5         74951PBV9   CCC (sf)             BB (sf)
B6         74951PBW7   CCC (sf)             B (sf)

RESI Finance Limited Partnership 2003-CB1
Series      2003-CB1
                               Rating
Class      CUSIP       To                   From
B3         74951PBH0   A (sf)               A+ (sf)
B4         74951PBJ6   A (sf)               A+ (sf)
B7         74951PBM9   BB (sf)              BBB- (sf)
B8         74951PBN7   B (sf)               BB (sf)
B9         74951PBP2   CCC (sf)             B (sf)
B10        74951PBQ0   CC (sf)              CCC (sf)
B11        74951PBR8   CC (sf)              CCC (sf)

RESI Finance Limited Partnership 2003-D
Series      2003-D
                               Rating
Class      CUSIP       To                   From
B3         74951PCC0   BBB- (sf)            A (sf)
B4         74951PCD8   B+ (sf)              A- (sf)
B5         74951PCE6   CCC (sf)             BB (sf)
B6         74951PCF3   CCC (sf)             B (sf)

RESI Finance Limited Partnership 2004-A
Series      2004-A
                               Rating
Class      CUSIP       To                   From
B3         74951PCM8   A (sf)               A+ (sf)
B4         74951PCN6   BBB (sf)             A (sf)
B5         74951PCP1   B+ (sf)              BBB (sf)
B6         74951PCQ9   B- (sf)              BB (sf)
B7         74951PCR7   CCC (sf)             B (sf)

RESI Finance Limited Partnership 2004-B
Series      2004-B
                               Rating
Class      CUSIP       To                   From
B3         74951PCW6   BBB (sf)             A (sf)
B4         74951PCX4   BB (sf)              A- (sf)
B5         74951PCY2   B- (sf)              BB (sf)
B6         74951PCZ9   CCC (sf)             B (sf)

RESI Finance Limited Partnership 2004-C
Series      2004-C
                               Rating
Class      CUSIP       To                   From
B3         74951PDF2   BBB+ (sf)            A (sf)
B4         74951PDG0   BB+ (sf)             A- (sf)
B5         74951PDH8   B- (sf)              BB (sf)
B6         74951PDJ4   CCC (sf)             B (sf)

RESI Finance Limited Partnership 2005-A
Series      2005-A
                               Rating
Class      CUSIP       To                   From
B3         74951PDQ8   CCC (sf)             B (sf)
B4         74951PDR6   CCC (sf)             B (sf)
B6         74951PDT2   CC (sf)              CCC (sf)
B8         74951PDV7   D (sf)               CC (sf)

RESI Finance Limited Partnership 2005-B
Series      2005-B
                               Rating
Class      CUSIP       To                   From
B4         74951PEA2   CC (sf)              CCC (sf)
B5         74951PEB0   CC (sf)              CCC (sf)

RESI Finance Limited Partnership 2005-C
Series      2005-C
                               Rating
Class      CUSIP       To                   From
B4         76113GAB4   CC (sf)              CCC (sf)

RESI Finance Limited Partnership 2005-D
Series      2005-D
                               Rating
Class      CUSIP       To                   From
B3         74951PEJ3   CC (sf)              CCC (sf)
B4         74951PEK0   D (sf)               CCC (sf)

RESI Finance Limited Partnership 2006-A
Series      2006-A
                               Rating
Class      CUSIP       To                   From
B3 NOTES   76113DAA3   CC (sf)              CCC (sf)
B4 NOTES   76113DAB1   D (sf)               CC (sf)

RESI Finance Limited Partnership 2006-B
Series      2006-B
                               Rating
Class      CUSIP       To                   From
B3 Notes   76113RAA2   NR                   D (sf)
B4 Notes   76113RAB0   NR                   D (sf)
B5 Notes   76113RAC8   NR                   D (sf)
B6 Notes   76113RAD6   NR                   D (sf)
B7 Notes   76113RAE4   NR                   D (sf)
B8 Notes   76113RAF1   NR                   D (sf)
B9 Cert    76113RAG9   NR                   D (sf)
B10 Cert   76113RAH7   NR                   D (sf)
B11 Cert   76113RAJ3   NR                   D (sf)

RESI Finance Limited Partnership 2006-C
Series      2006-C
                               Rating
Class      CUSIP       To                   From
B3         76113VAA3   NR                   D (sf)
B4         76113VAB1   NR                   D (sf)
B5         76113VAC9   NR                   D (sf)
B6         76113VAD7   NR                   D (sf)
B7         76113VAE5   NR                   D (sf)
B8         76113VAF2   NR                   D (sf)
B9         76113VAG0   NR                   D (sf)
B10        76113VAH8   NR                   D (sf)
B11        76113VAJ4   NR                   D (sf)
B12        76113VAK1   NR                   D (sf)

RESI Finance Limited Partnership 2007-A
Series      2007-A
                               Rating
Class      CUSIP       To                   From
B3         74951RAA2   NR                   D (sf)
B4         74951RAB0   NR                   D (sf)
B5         74951RAC8   NR                   D (sf)
B6         74951RAD6   NR                   D (sf)
B7         74951RAE4   NR                   D (sf)
B8         74951RAF1   NR                   D (sf)
B9         74951RAG9   NR                   D (sf)
B10        74951RAH7   NR                   D (sf)
B11        74951RAJ3   NR                   D (sf)
B12        74951RAK0   NR                   D (sf)

RESI Finance Limited Partnership 2007-B
Series      2007-B
                               Rating
Class      CUSIP       To                   From
B3         74951QAA4   NR                   D (sf)
B4         74951QAB2   NR                   D (sf)
B5         74951QAC0   NR                   D (sf)
B6         74951QAD8   NR                   D (sf)
B7         74951QAE6   NR                   D (sf)
B8         74951QAF3   NR                   D (sf)
B9         74951QAG1   NR                   D (sf)
B10        74951QAH9   NR                   D (sf)
B11        74951QAJ5   NR                   D (sf)
B12        74951QAK2   NR                   D (sf)

RESIX Finance Limited
Series      2003-A B11
                               Rating
Class      CUSIP       To                   From
B11        76116LAC8   BBB- (sf)            A- (sf)

RESIX Finance Limited
Series      2003-A B10
                               Rating
Class      CUSIP       To                   From
B10        76116LAB0   BBB+ (sf)            A+ (sf)

RESIX Finance Limited
Series      2003-B B9
                               Rating
Class      CUSIP       To                   From
B9         76116LAD6   CCC (sf)             B (sf)

RESIX Finance Limited
Series      2003-CB1B7
                               Rating
Class      CUSIP       To                   From
B7         76116LAG9   BB (sf)              BBB- (sf)

RESIX Finance Limited
Series      2003-CB1B8
                               Rating
Class      CUSIP       To                   From
B8         76116LAH7   B (sf)               BB (sf)

RESIX Finance Limited
Series      2003-CB1B9
                               Rating
Class      CUSIP       To                   From
B9         76116LAJ3   CCC (sf)             B (sf)

RESIX Finance Limited
Series      2003CB1B10
                               Rating
Class      CUSIP       To                   From
B10        76116LAK0   CC (sf)              CCC (sf)

RESIX Finance Limited
Series      2003CB1B11
                               Rating
Class      CUSIP       To                   From
B11        76116LAL8   CC (sf)              CCC (sf)

RESIX Finance Limited
Series      2003-B B7
                               Rating
Class      CUSIP       To                   From
B7         76116LAY0   B (sf)               BBB (sf)

RESIX Finance Limited
Series      2003-A B9
                               Rating
Class      CUSIP       To                   From
B9         76116LAW4   A (sf)               A+ (sf)

RESIX Finance Limited
Series      2004-A B7
                               Rating
Class      CUSIP       To                   From
B7         76116LBF0   CCC (sf)             B (sf)

RESIX Finance Limited
Series      2005-A-B8
                               Rating
Class      CUSIP       To                   From
B8         76116LBX1   D (sf)               CC (sf)

RESIX Finance Limited
Series      2005-A-B9
                               Rating
Class      CUSIP       To                   From
B9         76116LBY9   NR                   D (sf)

RESIX Finance Limited
Series      2005-A-B10
                               Rating
Class      CUSIP       To                   From
B10        76116LBZ6   NR                   D (sf)

RESIX Finance Limited
Series      2005-A-B11
                               Rating
Class      CUSIP       To                   From
B11        76116LCA0   NR                   D (sf)

RESIX Finance Limited
Series      2005-B-B8
                               Rating
Class      CUSIP       To                   From
B8         76116LCC6   NR                   D (sf)

RESIX Finance Limited
Series      2005-B-B9
                               Rating
Class      CUSIP       To                   From
B9         76116LCD4   NR                   D (sf)

RESIX Finance Limited
Series      2005-B-B11
                               Rating
Class      CUSIP       To                   From
B11        76116LCF9   NR                   D (sf)

RESIX Finance Limited
Series      2005-B-B10
                               Rating
Class      CUSIP       To                   From
B10        76116LCE2   NR                   D (sf)

RESIX Finance Limited
Series      2005-C-B8
                               Rating
Class      CUSIP       To                   From
B8         76116LCH5   NR                   D (sf)

RESIX Finance Limited
Series      2005-C-B9
                               Rating
Class      CUSIP       To                   From
B9         76116LCJ1   NR                   D (sf)

RESIX Finance Limited
Series      2005-C-B10
                               Rating
Class      CUSIP       To                   From
B10        76116LCK8   NR                   D (sf)

RESIX Finance Limited
Series      2005-C-B11
                               Rating
Class      CUSIP       To                   From
B11        76116LCL6   NR                   D (sf)

RESIX Finance Limited
Series      2007-A-B8
                               Rating
Class      CUSIP       To                   From
B-8        76116LDR2   NR                   D (sf)

RATINGS AFFIRMED

RESI Finance Limited Partnership 2003-B
Series      2003-B
Class      CUSIP       Rating
B10        74951PBF4   CCC (sf)
B11        74951PBG2   CCC (sf)

RESI Finance Limited Partnership 2003-C
Series      2003-C
Class      CUSIP       Rating
B7         74951PBX5   CCC (sf)
B8         74951PBY3   CCC (sf)
B9         74951PBZ0   CC (sf)
B10        74951PCA4   CC (sf)
B11        74951PCB2   CC (sf)

RESI Finance Limited Partnership 2003-CB1
Series      2003-CB1
Class      CUSIP       Rating
B5         74951PBK3   A (sf)
B6         74951PBL1   A- (sf)

RESI Finance Limited Partnership 2003-D
Series      2003-D
Class      CUSIP       Rating
B7         74951PCG1   CCC (sf)
B8         74951PCH9   CCC (sf)
B9         74951PCJ5   CC (sf)
B10        74951PCK2   CC (sf)
B11        74951PCL0   CC (sf)

RESI Finance Limited Partnership 2004-A
Series      2004-A
Class      CUSIP       Rating
B8         74951PCS5   CCC (sf)
B9         74951PCT3   CC (sf)
B10        74951PCU0   CC (sf)
B11        74951PCV8   CC (sf)

RESI Finance Limited Partnership 2004-B
Series      2004-B
Class      CUSIP       Rating
B7         74951PDA3   CCC (sf)
B8         74951PDB1   CCC (sf)
B9         74951PDC9   CC (sf)
B10        74951PDD7   CC (sf)
B11        74951PDE5   CC (sf)

RESI Finance Limited Partnership 2004-C
Series      2004-C
Class      CUSIP       Rating
B7         74951PDK1   CCC (sf)
B8         74951PDL9   CC (sf)
B9         74951PDM7   CC (sf)
B10        74951PDN5   CC (sf)
B11        74951PDP0   CC (sf)

RESI Finance Limited Partnership 2005-A
Series      2005-A
Class      CUSIP       Rating
B5         74951PDS4   CCC (sf)
B7         74951PDU9   CC (sf)

RESI Finance Limited Partnership 2005-B
Series      2005-B
Class      CUSIP       Rating
B3         74951PDZ8   CCC (sf)
B6         74951PEC8   CC (sf)

RESI Finance Limited Partnership 2005-C
Series      2005-C
Class      CUSIP       Rating
B3         76113GAA6   CCC (sf)
B5         76113GAC2   CC (sf)
B6         76113GAD0   CC (sf)

RESIX Finance Limited
Series      2003-C B9
Class      CUSIP       Rating
B9         76116LAQ7   CC (sf)

RESIX Finance Limited
Series      2003-C B10
Class      CUSIP       Rating
B10        76116LAR5   CC (sf)

RESIX Finance Limited
Series      2003-C B11
Class      CUSIP       Rating
B11        76116LAS3   CC (sf)

RESIX Finance Limited
Series      2003-C B7
Class      CUSIP       Rating
B7         76116LAN4   CCC (sf)

RESIX Finance Limited
Series      2003-C B8
Class      CUSIP       Rating
B8         76116LAP9   CCC (sf)

RESIX Finance Limited
Series      2003-B B10
Class      CUSIP       Rating
B10        76116LAE4   CCC (sf)

RESIX Finance Limited
Series      2003-B B11
Class      CUSIP       Rating
B11        76116LAF1   CCC (sf)

RESIX Finance Limited
Series      2003-D B11
Class      CUSIP       Rating
B11        76116LBD5   CC (sf)

RESIX Finance Limited
Series      2003-D B10
Class      CUSIP       Rating
B10        76116LBC7   CC (sf)

RESIX Finance Limited
Series      2003-D B9
Class      CUSIP       Rating
B9         76116LBB9   CC (sf)

RESIX Finance Limited
Series      2003-D B8
Class      CUSIP       Rating
B8         76116LBA1   CCC (sf)

RESIX Finance Limited
Series      2003-D B7
Class      CUSIP       Rating
B7         76116LAZ7   CCC (sf)

RESIX Finance Limited
Series      2004-A B11
Class      CUSIP       Rating
B11        76116LBK9   CC (sf)

RESIX Finance Limited
Series      2004-A B10
Class      CUSIP       Rating
B10        76116LBJ2   CC (sf)

RESIX Finance Limited
Series      2004-A B9
Class      CUSIP       Rating
B9         76116LBH6   CC (sf)

RESIX Finance Limited
Series      2004-A B8
Class      CUSIP       Rating
B8         76116LBG8   CCC (sf)

RESIX Finance Limited
Series      2004-B B7
Class      CUSIP       Rating
B7         76116LBL7   CCC (sf)

RESIX Finance Limited
Series      2004-B B8
Class      CUSIP       Rating
B8         76116LBM5   CCC (sf)

RESIX Finance Limited
Series      2004-B B9
Class      CUSIP       Rating
B9         76116LBN3   CC (sf)

RESIX Finance Limited
Series      2004-B B10
Class      CUSIP       Rating
B10        76116LBP8   CC (sf)

RESIX Finance Limited
Series      2004-B B11
Class      CUSIP       Rating
B11        76116LBQ6   CC (sf)

RESIX Finance Limited
Series      2004-C B11
Class      CUSIP       Rating
B11        76116LBV5   CC (sf)

RESIX Finance Limited
Series      2004-C B10
Class      CUSIP       Rating
B10        76116LBU7   CC (sf)

RESIX Finance Limited
Series      2004-C B9
Class      CUSIP       Rating
B9         76116LBT0   CC (sf)

RESIX Finance Limited
Series      2004-C B8
Class      CUSIP       Rating
B8         76116LBS2   CC (sf)

RESIX Finance Limited
Series      2004-C B7
Class      CUSIP       Rating
B7         76116LBR4   CCC (sf)
RESIX Finance Limited
Series      2005-A-B7
Class      CUSIP       Rating
B7         76116LBW3   CC (sf)


* S&P Raises Ratings on 12 Tranches From 4 U.S. CDO Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 12
tranches from four U.S. collateralized debt obligation (CDO)
transactions backed by pools of trust preferred securities
(TruPs). "The upgraded tranches have a total original issuance
amount of $1.03 billion. In addition, we affirmed our ratings on
11 tranches from four U.S. TruPs CDO transactions," S&P said.

"The rating actions reflect improvements in the transactions'
underlying collateral portfolios, including changes in the credit
quality of the insurance companies that issued the TruPs that
collateralize these CDOs. For example, the transactions hold fewer
defaulted assets than they did at the time of our last rating
actions on them," S&P said.

"Additionally, the rating actions reflect significant paydowns
made to the senior notes in the transactions. The four
transactions have paid down their senior notes by about 40%-80% of
their original issuance amounts," S&P said.

"The affirmations reflect our view that the affirmed tranches have
sufficient credit support to maintain their current rating
levels," S&P said.

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

InCaps Funding I Ltd.
                              Rating
Class                    To            From
A                        A- (sf)       BBB (sf)
B-1                      CCC+ (sf)     CCC- (sf)
B-2                      CCC+ (sf)     CCC- (sf)

InCaps Funding II Ltd.
                              Rating
Class                    To            From
A-1                      A+ (sf)       BBB+ (sf)
A-2                      BB+ (sf)      B+ (sf)

Dekania CDO I Ltd.
                              Rating
Class                    To            From
A-1                      A+ (sf)       BBB- (sf)
A-2                      BBB+ (sf)     BB (sf)
B                        BBB- (sf)     B+ (sf)

Dekania CDO II Ltd.
                              Rating
Class                    To            From
A-1                      A- (sf)       BBB+ (sf)
A-2                      BBB+ (sf)     BBB (sf)
B                        BBB- (sf)     BB+ (sf)
Combo Notes              A- (sf)       BB+ (sf)

RATING AFFIRMATIONS

InCaps Funding I Ltd.
Class                    Rating
C                        CCC- (sf)

InCaps Funding II Ltd.
Class                    Rating
B-1                      CCC- (sf)
B-2                      CCC- (sf)
C                        CCC- (sf)

Dekania CDO I Ltd.
Class                    Rating
C-1                      CCC- (sf)
C-2                      CCC- (sf)
D                        CCC- (sf)

Dekania CDO II Ltd.
Class                    Rating
C-1                      CCC (sf)
C-2                      CCC (sf)
D-1                      CCC- (sf)
D-2                      CCC- (sf)


* S&P Raises Ratings on 15 Tranches From 8 US TruPs CDO Deals
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 15
tranches from eight U.S. collateralized debt obligation (CDO)
transactions backed by pools of trust preferred securities
(TruPs). "At the same time, we removed our ratings on nine of
these tranches from CreditWatch with positive implications. The
upgraded tranches have a total issuance amount of $3.145 billion.
In addition, we affirmed our ratings on six tranches from five
U.S. TruPs CDO transactions and withdrew our rating on one tranche
from one transaction," 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.

RATING AND CREDITWATCH ACTIONS

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

Alesco Preferred Funding XII Ltd.
                                 Rating
Class                    To             From
X                        A- (sf)        BBB (sf)/Watch Pos
A-1                      BB (sf)        CCC (sf)/Watch Pos
A-2                      CCC+ (sf)      CCC- (sf)
P-1 Combo                AA+ (sf)       AA+ (sf)
P-2 Combo                NR (sf)        AA+ (sf)

ALESCO Preferred Funding XV Ltd.
                                 Rating
Class                    To             From
A-1                      B- (sf)        CCC- (sf)/Watch Pos

ALESCO Preferred Funding XVI Ltd.
                                 Rating
Class                    To             From
A                        CCC- (sf)      CCC- (sf)

Preferred Term Securities XVII Ltd.
                                 Rating
Class                    To             From
A-1                      B+ (sf)        CCC- (sf)/Watch Pos
A-2                      CCC- (sf)      CCC- (sf)

Preferred Term Securities XVIII Ltd.
                                 Rating
Class                    To             From
A-1                      BB+ (sf)       CCC+ (sf)/Watch Pos
A-2                      CCC+ (sf)      CCC- (sf)

Preferred Term Securities XXVI Ltd.
                                 Rating
Class                    To             From
A-1                      BB- (sf)       CCC (sf)/Watch Pos
A-2                      CCC (sf)       CCC- (sf)

Preferred Term Securities XXVIII Ltd.
                                 Rating
Class                    To             From
A-1                      B (sf)         CCC (sf)/Watch Pos
A-2                      CCC- (sf)      CCC- (sf)

Trapeza CDO XIII Ltd.
                                 Rating
Class                    To             From
A-1                      BB+ (sf)       CCC+ (sf)/Watch Pos
A-2a                     B+ (sf)        CCC- (sf)
A-2b                     B+ (sf)        CCC- (sf)

NR-Not rated.




                            *********

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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