TCR_Public/120729.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 29, 2012, Vol. 16, No. 209

                            Headlines

AAMES MORTGAGE: Moody's Confirms 'B1' Rating on Cl. M5 Tranche
ACAS BUSINESS 2005-1: Fitch Holds Bsf Rating on $90MM Cl. D Notes
ACAS BUSINESS 2006-1: Fitch Keeps Junk Rating on $35MM Cl. D Notes
ACAS BUSINESS 2007-1: Fitch Holds Bsf Rating on $36MM Cl. D Notes
ACAS BUSINESS 2007-2: Fitch Affirms CCC Rating on $39MM E Notes

ACCREDITED MORTGAGE: Moody's Lifts Rating on A-3 Tranche From Ba2
ACE SECURITIES: Moody's Raises Rating on A-2D Tranche to 'Caa2'
ADVANTA BUSINESS: S&P Lowers Rating on Class B(2006-B1) to 'D'
AIRCRAFT CERTIFICATE 2003-A: S&P Affirms 'BB' Ratings on 2 Classes
AMERICAN CREDIT 2012-2: S&P Gives Prelim BB Rating on Cl. D Notes

ANSONIA 2006-1: S&P Lowers Ratings on 10 Debt Classes to 'D'
ANTHRACITE 2006-HY3: S&P Lowers Ratings on 7 Debt Classes to 'D'
BANC OF AMERICA: Fitch Affirms Rating on $18.9-Mil. Notes at 'Dsf'
BANC OF AMERICA: Moody's Cuts Ratings on 2 Cert. Classes to 'C'
BAYVIEW FINANCIAL: Moody's Cuts Ratings on 2 Sec. Tranches to B3

BEAR STEARNS 1999-C1: Moody's Affirms 'Ca' Rating on Cl. I Certs
BEAR STEARNS 2004-PWR6: Moody's Affirms 'Ca' Rating on P Certs.
BEAR STEARNS 2004-TOP14: Moody's Affirms Ca Rating on Cl. O Certs
BUSINESS LOAN 2001-2: Fitch Affirms Junk Rating on 2 Note Classes
C-BASS CBO: Fitch Affirms Junk Rating on Three Note Classes

C-BASS MORTGAGE: Moody's Cuts Rating on Cl. IIM-2 Notes to 'Ba1'
CANYON CAPITAL: Moody's Raises Rating on Class D Notes From Ba1
CAPITAL ONE: Fitch Affirms 'BB' Rating on Class 2002-1D Securities
CIFC FUNDING 2012-I: S&P Rates Class B-3L Notes 'B(sf)'
COMM 2005-FL11: Fitch Affirms Junk Rating on 2 Note Classes

COMM 2006-C8: Moody's Cuts Ratings on 2 Certificates to 'C'
CREDIT SUISSE 1998-C2: Fitch Affirms D Rating on Cl. I Securities
CREDIT SUISSE 2002-CP5: Fitch Lowers Rating on Five Note Classes
CREST G-STAR: Moody's Corrects May 23 Ratings Release
CSAM FUNDING II: S&P Raises Ratings on Two Note Classes From 'BB+'

CSAM FUNDING III: S&P Affirms 'BB+' Rating on Class C Notes
CT CDO III: S&P Lowers Ratings on 3 Classes to 'CCC-'; Off Watch
CTX CDO I: S&P Lowers Ratings on 11 Classes to 'D'; Off Watch Neg
CWABS 2005-12: Moody's Takes Action on $107-Mil. Subprime RMBS
CWABS 2007-4: Moody's Lowers Rating on A-3 Tranche to 'Ca'

CWMBS REPERFORMING: Moody's Cuts Rating on 1A-PO Secs. to 'Ba3'
DLJ MORTGAGE: Moody's Affirms 'Caa2' Rating on Cl. S Securities
EDUCATION FUNDING 2006-1: S&P Cuts Rating on Class B Notes to 'D'
FM LEVERAGED I: S&P Affirms 'B+' Rating on Class D Notes
GE-WMC 2005-2: Moody's Takes Action on $184-Mil. Subprime RMBS

GE BUSINESS: Moody's Downgrades Ratings on 4 Securities to 'B1'
GMACM MORTGAGE 2005-AR6: Moody's Cuts Ratings on 4 Secs. to 'C'
GRAMERCY PARK: S&P Rates $27.5-Mil. Class D Notes 'BB'
GREENWICH CAPITAL 2007-GG9: Moody's Cuts Ratings on 3 Certs to C
GS MORTGAGE 2003-C1: Fitch Affirms 'CCCsf' Rating on Class P Certs

GS MORTGAGE 2007-EOP: Fitch Affirms Low-B Rating on 2 Sec Classes
GSAA HOME 2004-11: Moody's Confirms 'Caa3' Rating on M-1 Tranche
GSAMP TRUST 2007-HSBC1: Moody's Hikes Rating on M-2 Tranche to Ca
HELLER 1998-1: Fitch Affirms Low-B Rating on 2 Certificate Classes
HEWETT'S ISLAND: S&P Affirms 'CCC-' Rating on Class D Notes

IMPAC SECURED: Moody's Lowers Rating on One Tranche to 'Caa1'
INDYMAC LOAN 2004-L1: Moody's Withdraws 'C' Rating on Cl. B Loan
JER CRE 2006-2: S&P Cuts Ratings on 8 Note Classes to 'D'
JFIN CLO 2012: S&P Gives 'BB' Rating on Class D Deferrable Notes
JPMORGAN 2001-CIBC3: Fitch Junks Rating on Two Note Classes

JPMORGAN 2002-CIBC5: Fitch Cuts Rating on Cl. M Securities to Csf
JPMORGAN 2002-CIBC5: Moody's Raises Rating on K Notes to 'Caa2'
JPMORGAN 2004-C2: Fitch Lowers Rating on 6 Certificate Classes
KEY COMMERCIAL: Moody's Cuts Rating on Cl. F Certificates to 'C'
KKR FINANCIAL 2005-2: S&P Raises Rating on Class F Notes From 'B-'

LB-UBS 2000-C5: Moody's Cuts Rating on Cl. X Certificates to Caa3
LCM XI: S&P Rates $19.5MM Class E Deferrable Notes 'BB'
LONDON WALL 2006-1: Fitch Affirms Ratings on 6 Note Classes
MLMS 2005-ACR1: S&P Lowers Rating on Class M-6 Securities to 'CC'
MORGAN STANLEY 2004-TOP13: Moody's Cuts Rating on M Certs to Caa2

MORGAN STANLEY 2006-37: Moody's Cuts Rating on US$5MM Notes to Ca
NAAC 2004-R1: Moody's Cuts Rating on Class PT Certs. to 'Ba3'
NAVIGATOR CDO 2004: S&P Raises Ratings on 2 Note Classes to 'BB'
NYLIM FLATIRON 2005-1: S&P Cuts Rating on Class D Notes From 'BB-'
OMAHA 2008-A: S&P Rates Certificates 'BBsf'

PASADENA CDO: Fitch Affirms Junk Rating on Two Note Classes
PROTECTIVE FINANCE: Moody's Affirms 'Ba1' Rating 3 Cert. Classes
QUEST TRUST: Moody's Reviews Ba1 Rating on Cl. M-2 for Downgrade
RAMP SERIES: Moody's Lifts Ratings on 2 Securities Tranches to Ca
RFC 2007-1: Fitch Junks Rating on Six Note Classes

SOUNDVIEW 2007-WMC1: Moody's Cuts Rating on III-A-1 Tranche to Ca
SILVERADO CLO 2006-II: S&P Raises Rating on Class D Notes to 'BB-'
STRUCTURED ASSET 2003-8: Moody's Cuts Rating on 1-A5 Secs. to Ba2
STRUCTURED ASSET 2007-4: Moody's Cuts Ratings on 4 Bonds to 'B1'
TABERNA PREFERRED VIII: S&P Cuts Rating on Cl. E Secs. to 'CC'

TIERS 1997-5: S&P Raises Rating on Certificates to 'BB+'
TRIMARAN VI: Moody's Upgrades Rating on Class B-2L Notes to 'Ba2'
VENTURE III: S&P Affirms 'BB-' Rating on Class C Notes; Off Watch
WACHOVIA 2005-C18: Moody's Affirms 'C' Ratings on 6 Cert. Classes
WACHOVIA 2006-C27: Moody's Cuts Ratings on 4 Note Classes to 'C'

WACHOVIA BANK 2007-WHALE 8: Moody's Cuts Ratings on 2 Certs to C
WAMU 2003-C1: Moody's Raises Rating on Cl. O Certificates to 'B3'

* Fitch Cuts Rating on 38 Bonds in 26 US CMBS Transactions to 'D'
* Moody's Takes Rating Actions on $159 Million Second Lien RMBS
* S&P Raises Ratings on 8 Tranches From 2 CLO Transactions
* S&P Lowers Ratings on 4 Certificate Classes to 'D'
* S&P Cuts Ratings on 8 Classes From 5 JC Penney Deals to 'B+'



                            *********

AAMES MORTGAGE: Moody's Confirms 'B1' Rating on Cl. M5 Tranche
--------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of 3 tranches
from Aames Mortgage Investment Trust 2005-3, backed by Scratch and
Dent loans.

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 this rating 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.

Moody's adjusts the methodologies noted above for Moody's current
view on loan modifications.

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 the 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 June 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: Aames Mortgage Investment Trust 2005-3

Cl. A2, Confirmed at Aa2 (sf); previously on Apr 19, 2012 Aa2 (sf)
Placed Under Review for Possible Downgrade

Cl. M4, Confirmed at Ba3 (sf); previously on Apr 19, 2012 Ba3 (sf)
Placed Under Review for Possible Upgrade

Cl. M5, Confirmed at B1 (sf); previously on Apr 19, 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_SF292736

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


ACAS BUSINESS 2005-1: Fitch Holds Bsf Rating on $90MM Cl. D Notes
-----------------------------------------------------------------
Fitch Ratings has upgraded one class and affirmed one class of
notes issued by ACAS Business Loan Trust 2005-1 (ACAS BLT 2005-1)
as follows:

  -- $76,093,456 class C notes upgraded to 'AAsf' from 'BBsf',
     Outlook Stable;
  -- $90,000,000 class D notes affirmed at 'Bsf', Outlook to
     Positive from Stable.

The upgrade of the class C notes is the result of the increased
credit enhancement levels and the improved performance of the
notes since Fitch's last review in August 2011.  As of the April
2012 payment date, the class B notes were paid in full and
approximately 47.5% of the original class C note balance was paid
down.  Fitch expects an additional $64.4 million to be paid on the
upcoming July 25 payment date, decreasing the class C note balance
to approximately $11.7 million.  The amortization of the class B
and class C notes was largely driven by loan prepayments and
excess spread used to pay the Additional Principal Amount (APA).

Excess spread plays a significant role in the transaction, as the
class C notes are likely to perform under higher rating stresses.
Approximately $23.5 million of the total $64.4 million expected to
pay down the class C notes on the upcoming payment date is from
excess spread and recoveries on defaulted assets used to pay the
APA (i.e. amortize the class C notes).  The Outlook on the class C
remains Stable to reflect Fitch's expectation that the notes will
be able to perform as expected in the near term.

The affirmation and revised Outlook of the class D notes is also
based on the improving performance of the notes, amid the growing
concentration risks of the portfolio.  As with the class C notes,
the class D notes are likely to perform under modeled stresses
above their current rating category.  However, the underlying loan
portfolio has become more concentrated in low-rated second lien
and subordinated loans.  The portfolio on the July 2012 payment
date is expected to contain 13 performing obligors, represented by
95.1% of second lien or subordinated loans, which have low
recovery prospects upon default.  The concentration risks may
limit the benefit of excess spread in the long term, which would
introduce more volatility in the notes' performance.  As a result,
Fitch views the notes to be more in line with a 'Bsf' rating due
to the concentration risks and portfolio quality supporting the
notes.  The Outlook on the class D notes was revised to Positive
to reflect Fitch's expectation that the notes will be able to
perform under higher stresses in the near term.

The notes of ACAS BLT 2005-1 benefit from credit enhancement in
the form of collateral coverage, note subordination, and the
application of excess spread via the APA feature.  Upon the
occurrence of a default, the APA feature directs part or all of
the excess interest otherwise available to the equity to pay down
the senior-most notes in an amount equal to the aggregate balance
of defaulted assets in the portfolio.  Since Fitch's last rating
action the servicer has considered an additional $81.5 million of
loans as defaulted, while approximately $92.5 million of excess
spread has been used to pay principal to the senior-most notes.
The APA stands at approximately $12.3 million after the July 2012
payment date, compared to $23.3 million in the July 2011 payment
date.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Corporate CDOs using the
Portfolio Credit Model (PCM) for projecting future default and
recovery levels for the underlying portfolio.  These default and
recovery levels were then utilized in Fitch's cash flow model
under various default timing and interest rate stress scenarios,
as described in the report 'Global Criteria for Cash Flow Analysis
in CDOs.  As mentioned above, both classes of notes passed in
various stress scenarios in rating categories above their current
ratings.  However, Fitch's rating actions deviated from these
modeling results due to the concentration risks stated above.

ACAS BLT 2005-1 is a collateralized debt obligation (CDO) that
closed on Oct. 4, 2005 and is managed and serviced by American
Capital Strategies, Ltd (ACAS).  The transaction's reinvestment
period ended in January 2009.  ACAS BLT 2005-1 is secured by a
portfolio of middle-market loans.  The majority of these loans are
not publicly rated; instead, Fitch establishes model-based credit
opinions for the performing loans.  Information for the credit
opinions was gathered from financial statements provided to Fitch
by ACAS.  The performing loan portfolio as of the July 2012
trustee report consists of $169.36 million from 13 unique
obligors, with the three largest obligors comprising approximately
41.3% of the total portfolio.  Fitch considers approximately 15.1%
of the performing portfolio to be rated 'CCC' or below, compared
to 37.9% in the last review, while 18.7% is rated 'BB-' and the
remaining obligors are rated in the 'B' category.


ACAS BUSINESS 2006-1: Fitch Keeps Junk Rating on $35MM Cl. D Notes
------------------------------------------------------------------
Fitch Ratings has upgraded one and affirmed two classes of notes
issued by ACAS Business Loan Trust 2006-1 (ACAS BLT 2006-1) as
follows:

  -- $23,785,013 class B notes upgraded to 'AAsf' from 'BBBsf',
     Outlook Stable;
  -- $72,500,000 class C notes affirmed at 'Bsf', Outlook Stable;
  -- $35,500,000 class D notes affirmed at 'CCCsf'; RE 100%.

The upgrade of the class B notes is the result of the increased
credit enhancement levels and the improved performance of the
notes since Fitch's last review in August 2011.  As of the May
2012 payment date, approximately 35.7% of the original class B
notes have paid down, driven by loan prepayments and the excess
spread used to pay down the Additional Payment Amount (APA).

The affirmations of the class C and D notes are based on the
overall improvement of the notes' performance, countered by the
growing concentration risks of the portfolio.  The current
performing portfolio is concentrated in 12 obligors, composed
entirely of low-rated second lien loans or subordinated loans,
which indicate low recovery prospects upon default.  The rating
actions reflect these concentration risks, which are expected to
increase over the longer term, and subsequently introduce more
volatility to the notes' performance.  The Outlooks indicate the
notes' stable performance under their current rating stresses and
Fitch's expectation that the ratings of the notes will remain
stable for the near term.

The notes of ACAS BLT 2006-1 benefit from credit enhancement in
the form of collateral coverage, note subordination, and the
application of excess spread via the APA.  Upon the occurrence of
a default in the portfolio, the APA feature directs part or all of
the excess interest otherwise available to the equity to pay down
the senior-most notes in an amount equal to the aggregate balance
of defaulted assets in the portfolio.  Since Fitch's last rating
action the servicer has considered an additional $30 million of
loans as defaulted, while approximately $32.3 million of excess
spread has been used to pay down the rated notes.  The APA stands
at approximately $53.1 million after the May 2012 payment date,
compared to $55.4 million in May 2011.

The Recovery Estimate (RE) on the class D notes was revised to
100% from 95%. Recovery Ratings are designed to provide a forward-
looking estimate of Fitch's expectations of principal recoveries
on currently distressed or defaulted structured finance securities
rated 'CCCsf' or below.  For further details on Recovery
Estimates, please see Fitch's reports 'Structured Finance Recovery
Estimates for Distressed Securities'.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Corporate CDOs using the
Portfolio Credit Model (PCM) for projecting future default and
recovery levels for the underlying portfolio.  These default and
recovery levels were then utilized in Fitch's cash flow model
under various default timing and interest rate stress scenarios,
as described in the report 'Global Criteria for Cash Flow Analysis
in CDOs'.  The class B, class C and class D notes passed modeled
scenarios at rating levels above their current ratings.  However,
the rating actions deviated from the modeling results due to the
concentration risks stated above.

ACAS BLT 2006-1 is a collateralized debt obligation (CDO) that
closed on July 28, 2006 and is managed and serviced by American
Capital Strategies, Ltd (ACAS).  The transaction's reinvestment
period ended in August 2009.  ACAS BLT 2006-1 is secured by a
portfolio of middle-market loans.  The majority of these loans are
not publicly rated, but Fitch establishes model-based credit
opinions for the performing loans.  Information for the credit
opinions was gathered from financial statements provided to Fitch
by ACAS.  The performing loan portfolio consists of $145.2 million
from 12 unique obligors, with the three largest obligors
comprising approximately 33.6% of the total portfolio.  Fitch
considers approximately 20.8% of the portfolio to be rated 'CCC',
compared to 48.8% in the last review, while 6.7% is rated 'BB-'
and the remaining obligors are rated in the 'B' category.


ACAS BUSINESS 2007-1: Fitch Holds Bsf Rating on $36MM Cl. D Notes
-----------------------------------------------------------------
Fitch Ratings has upgraded one class and affirmed two classes of
notes issued by ACAS Business Loan Trust 2007-1 (ACAS BLT 2007-1)
as follows:

  -- $20,635,582 class B notes upgraded to 'AAsf' from 'Asf';
     Outlook Stable;
  -- $64,971,520 class C notes affirmed at 'BBsf'; Outlook to
     Stable from Negative;
  -- $36,095,289 class D notes affirmed at 'Bsf'; Outlook to
     Stable from Negative.

The upgrade and affirmations are based on the continued
amortization and the resulting increases in credit enhancement
available to the notes since Fitch's last rating action in August
2011.  Since that time, the class A notes have been paid in full
($72.2 million outstanding at Fitch's last review) and the class B
notes have received over $15.4 million of principal proceeds.
While the transaction has experienced additional defaults over
this time, excess spread continues to be used to repay note
principal, helping mitigate the impact of increased defaults.

The portfolio's high degree of concentration in relatively low-
rated second lien and subordinated loans led to Fitch affirming
the class C and D notes.  However, the Outlook on these notes has
been revised to Stable from Negative to reflect their improved
performance in Fitch's cash flow analysis since the last rating
action.  While the class B notes currently benefit from a
significant degree of collateral coverage and are of very high
credit quality, the upgrade on these notes was limited to one
category to account for the degree of obligor concentration in the
portfolio.

Fitch considers the performing portfolio balance to consist of
approximately $160.7 million of loans across 15 obligors as of the
May 15, 2012 servicer report.  Each of the five largest obligors
accounts for 11.2% of the performing portfolio.  Over 97% of the
performing portfolio represents junior secured or unsecured loans,
which would be expected to achieve low recoveries upon default.

The notes of ACAS BLT 2007-1 benefit from credit enhancement in
the form of collateral coverage, note subordination, and the
application of excess spread via the additional principal amount
(APA).  Upon the occurrence of a default in the portfolio, the APA
feature directs part or all of the excess interest otherwise
available to the equity to pay down the senior-most notes in an
amount equal to the aggregate balance of defaulted assets in the
portfolio.  Since Fitch's last rating action the servicer has
considered an additional $36 million of loans as defaulted, while
over $30.7 million of excess interest proceeds has been used to
pay principal on the notes.  The outstanding APA was reported as
approximately $41.6 million after the May 15, 2012 payment,
compared to $36.3 million in May 2011.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Corporate CDOs' using the
Portfolio Credit Model (PCM) for projecting future default and
recovery levels for the underlying portfolio.  These default and
recovery levels were then utilized in Fitch's cash flow model
under various default timing and interest rate stress scenarios,
as described in the report 'Global Criteria for Cash Flow Analysis
in CDOs'.  The class B and C notes passed the various stress
scenarios at rating levels above their current ratings, while the
class D notes passed at levels in line with their current rating.
Fitch accounted for other factors such as obligor concentration in
its rating decisions.

ACAS BLT 2007-1 is a collateralized debt obligation (CDO) that
closed on April 24, 2007 and is managed and serviced by American
Capital Strategies, Ltd (ACAS).  The transaction's reinvestment
period ended in November 2007.  ACAS BLT 2007-1 is secured by a
portfolio of middle-market loans.  The majority of these loans are
not publicly rated; instead, Fitch establishes model-based credit
opinions for the performing loans.  Information for the credit
opinions was gathered from financial statements provided to Fitch
by ACAS.


ACAS BUSINESS 2007-2: Fitch Affirms CCC Rating on $39MM E Notes
---------------------------------------------------------------
Fitch Ratings has affirmed five classes of notes issued by ACAS
Business Loan Trust 2007-2 (ACAS BLT 2007-2) as follows:

  -- $26,487,704 class A notes at 'AAsf'; Outlook Stable;
  -- $34,874,179 class B notes at 'Asf'; Outlook Stable;
  -- $58,588,620 class C notes at 'BBsf'; Outlook Negative;
  -- $29,294,310 class D notes at 'Bsf'; Outlook Negative;
  -- $39,524,069 class E notes at 'CCC', recovery estimate (RE)
     0%.

The affirmations are based on the continued amortization and the
resulting increases in credit enhancement available to all of the
notes except for class E since Fitch's last rating action in
August 2011.  Since that time, the class A notes have received
over $51.7 million of principal proceeds.  While the transaction
has experienced additional defaults over this time, excess spread
continues to be used to repay note principal, helping mitigate the
impact of increased defaults.  Significant obligor concentration
in the underlying portfolio remains a risk to the lower-rated
tranches in particular.

The class A and class B notes currently benefit from a greater
degree of credit enhancement as compared to Fitch's last rating
action.  Fitch projects these to continue to perform in line with
their current ratings and maintains the Stable Outlook to reflect
their strong performance in Fitch's cash flow analysis of the
transaction.  The class C and class D notes also are projected to
perform in line with their current ratings; however, the Outlook
remains Negative on these classes due to their susceptibility to
potential negative rating migration in the highly concentrated
loan portfolio.

Fitch currently considers the class E notes to be
undercollateralized based on Fitch's estimate of a performing
portfolio balance consisting of approximately $165.7 million of
loans across 13 obligors as of the May 15, 2012 servicer report.
Default is a real possibility for these notes, although they may
ultimately be paid in full in a benign credit environment and if
the defaulted assets currently held in the transaction experience
relatively strong recoveries.

The notes of ACAS BLT 2007-2 benefit from credit enhancement in
the form of collateral coverage, note subordination, and the
application of excess spread via the additional principal amount
(APA).  Upon the occurrence of a default in the portfolio, the APA
feature directs part or all of the excess interest otherwise
available to the equity to pay down the senior-most notes in an
amount equal to the aggregate balance of defaulted assets in the
portfolio.  Since Fitch's last rating action the servicer has
considered an additional $16.2 million of loans as defaulted,
while over $15.8 million of excess interest proceeds has been used
to pay principal to the class A notes.  The APA stands at
approximately $62.8 million after the May 15, 2012 payment,
compared to $62.4 million in May 2011.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Corporate CDOs' using the
Portfolio Credit Model (PCM) for projecting future default and
recovery levels for the underlying portfolio.  These default and
recovery levels were then utilized in Fitch's cash flow model
under various default timing and interest rate stress scenarios,
as described in the report 'Global Criteria for Cash Flow Analysis
in CDOs'.  The class A and B notes passed the various stress
scenarios at rating levels above their current ratings, while the
class C and D notes passed at levels in line with their current
ratings.  The class E notes are highly sensitive to the future
performance of each of the underlying loans and future recovery
amounts, and their rating is reflective of this substantial credit
risk.

ACAS BLT 2007-2 is a collateralized debt obligation (CDO) that
closed on Aug. 7, 2007 and is managed and serviced by American
Capital Strategies, Ltd (ACAS).  The transaction's reinvestment
period ended in February 2008.  ACAS BLT 2007-2 is secured by a
portfolio of middle-market loans.  The majority of these loans are
not publicly rated; instead, Fitch establishes model-based credit
opinions for the performing loans.  Information for the credit
opinions was gathered from financial statements provided to Fitch
by ACAS.  Approximately 81.6% of the performing portfolio
represents junior secured or unsecured loans, which would be
expected to achieve low recoveries upon default.
Fitch affirms the rating and Recovery Estimate (RE) of following
pooled certificate:


ACCREDITED MORTGAGE: Moody's Lifts Rating on A-3 Tranche From Ba2
-----------------------------------------------------------------
Moody's Investors Service has upgraded the rating on one tranche
from Accredited Mortgage Loan Trust 2006-2. The collateral backing
the transactions are subprime residential mortgages.

Complete rating actions are as follows:

Issuer: Accredited Mortgage Loan Trust 2006-2

Cl. A-3, Upgraded to Baa1 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Ratings Rationale

The actions are a result of the recent performance of Subprime
pools originated after 2005 and reflect Moody's updated loss
expectations on these pools.The upgrades in the rating action are
a result of improving performance and/or structural features
resulting in lower expected losses for certain bonds than
previously anticipated.

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 unemployment rate fell from 9.0% in April 2011 to 8.2% in June
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_SF290557

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


ACE SECURITIES: Moody's Raises Rating on A-2D Tranche to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on five
tranches from two subprime RMBS transactions issued by ACE. The
collateral backing the transactions are subprime residential
mortgages.

Complete rating actions are as follows:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
HE7

Cl. A-1B2, Upgraded to Ba3 (sf); previously on May 30, 2012 B2
(sf) Placed Under Review for Possible Upgrade

Cl. A-2D, Upgraded to Ba3 (sf); previously on May 30, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
NC1

Cl. A-1, Upgraded to Ba1 (sf); previously on May 30, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Cl. A-2C, Upgraded to Ba1 (sf); previously on May 30, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. A-2D, Upgraded to Caa2 (sf); previously on May 30, 2012 Ca
(sf) Placed Under Review for Possible Upgrade

Ratings Rationale

The actions are a result of the recent performance of Subprime
pools originated after 2005 and reflect Moody's updated loss
expectations on these pools.The upgrades in the rating action are
a result of improving performance and/or structural features
resulting in lower expected losses for certain bonds than
previously anticipated.

The methodologies used in these 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 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 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 subprime 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 subprime pools, Moody's
first applies a baseline delinquency rate of 10% for 2005, 19% for
2006 and 21% for 2007. 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 2005 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 0.80
to 1.8 for current delinquencies that range from 10% to greater
than 50% 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

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 unemployment rate fell from 9.0% in April 2011 to 8.2% in June
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_SF290556

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


ADVANTA BUSINESS: S&P Lowers Rating on Class B(2006-B1) to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B(2006-B1) notes from Advanta Business Card Master Trust to 'D
(sf)' from 'CC (sf)'.

"We lowered our rating to 'D (sf)' to reflect the nonpayment of
full principal to the investors of the class B(2006-B1) notes on
the July 20, 2012, final maturity date," S&P said.

As of the July 20, 2012, distribution date, the transaction repaid
approximately 81% of the class B(2006-B1) notes invested amount,
leaving $19,157,223 outstanding or unpaid on the legal final
maturity date.


AIRCRAFT CERTIFICATE 2003-A: S&P Affirms 'BB' Ratings on 2 Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB (sf)' ratings
on Aircraft Certificate Owner Trust 2003-A's class D and E notes.

Aircraft Certificate Owner Trust 2003-A is an asset-backed
securities transaction originally backed by four series of US
Airways class G pass-through aircraft certificates. Currently,
only three series of underlying securities remain.

The ratings on the class D and E notes reflect the lowest of the
ratings on the remaining three underlying US Airways class G pass-
through aircraft securities:

UNDERLYING AIRCRAFT CERTIFICATES
US Airways Class G Pass-Through Certificates

Series      Rating          CUSIP    Original bal.    Original
                                         (mil. $)     issue date
2000-2G     BBB-        90332UAK9         362.414     July 2000
2000-3G     BBB (sf)    90332UAL7         491.135     October 2000
2001-1G     BB (sf)     90332UAN3         458.047     January 2001

"The transaction has separate interest and principal waterfalls.
Interest collections from the underlying securities are allocated
to pay transaction fees and then interest pro rata among all
classes of rated notes and nonrated certificates. Principal
collections from the underlying securities are allocated to
amortize the rated notes and nonrated certificates pro rata based
on 97% and 3% allocation. However, the amount allocated among the
rated notes is applied sequentially. If an event of default
occurs, as defined in the indenture, principal collections will be
allocated to amortize the rated notes in full sequentially and
then to amortize the nonrated certificates," S&P said.

"If any underlying security fails to pay interest, the class D and
E notes would not be able to receive their full interest payment
on the payment date. Therefore, the ratings on the class D and E
notes are linked to the lowest of the ratings on the underlying
securities," S&P said.

"We will continue to monitor the transaction and take rating
actions as appropriate," 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

RATINGS AFFIRMED
Aircraft Certificate Owner Trust - Series 2003-A

Class       Rating
D           BB (sf)
E           BB (sf)


AMERICAN CREDIT 2012-2: S&P Gives Prelim BB Rating on Cl. D Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to American Credit Acceptance Receivables Trust 2012-2's
$211.39 million asset-backed notes.

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

The preliminary ratings are based on information as of July 20,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

-  The availability of approximately 44.45%, 41.11%, 34.67%, and
    29.68% of credit support for the class A, B, C, and D notes
    based on break-even stressed cash flow scenarios (including
    excess spread), which provide coverage of approximately 2.0x,
    1.80x, 1.50x, and 1.25x of S&P's expected net loss range of
    21.50%-22.00% for the class A, B, C, and D notes.

-  The timely interest and principal payments made to the
    preliminary rated notes by the assumed legal final maturity
    dates under S&P's stressed cash flow modeling scenarios that
    it believes is appropriate for the assigned preliminary
    ratings.

-  S&P's expectation that under a moderate, or 'BBB', stress
    scenario the ratings on the class A, B, and C notes would
    remain within one rating category of the rating agency's
    preliminary 'A+ (sf)', 'A (sf)', and 'BBB (sf)' ratings. These
    potential rating movements are consistent with S&P's credit
    stability criteria, which outline the outer bound of credit
    deterioration equal to a two-category downgrade within the
    first year for 'A through 'BB' rated securities under moderate
    stress conditions.

-  The collateral characteristics of the subprime automobile
    loans securitized in this transaction, including the four
    months of seasoning.

-  The backup servicing arrangement with Wells Fargo Bank N.A.

-  The transaction's payment and credit enhancement structures,
    which include performance triggers.

-  The transaction's legal structure.

             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/1111731.pdf

PRELIMINARY RATINGS ASSIGNED
American Credit Acceptance Receivables Trust 2012-2

Class    Rating      Type           Interest          Amount
                                    rate         (mil. $)(i)
A        A+ (sf)     Senior         Fixed             158.55
B        A (sf)      Subordinate    Fixed               9.86
C        BBB (sf)    Subordinate    Fixed              21.49
D        BB (sf)     Subordinate    Fixed              21.49

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


ANSONIA 2006-1: S&P Lowers Ratings on 10 Debt Classes to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes from Ansonia CDO 2006-1 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. The criteria
include revisions to our assumptions on correlations, recovery
rates, and default patterns and timings of the collateral. It also
includes supplemental stress tests (the largest obligor default
test and the 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 H through T to 'D (sf)' because
we determined that the classes are unlikely to be repaid in full,"
S&P said.

"According to the June 25, 2012, trustee report, the transaction's
collateral totaled $502.6 million, while the transaction's
liabilities (including capitalized and defaulted interest) totaled
$822.6 million, up from $806.7 million at issuance," S&P said.

The transaction is collateralized by 100 CMBS classes ($455.1
million, 90.5%) from 31 distinct transactions issued between 1998
and 2006. The current assets also include seven real estate
investment trust (REIT) securities ($40 million, 8.0%) and two
classes ($7.5 million, 1.5%) from GS Mortgage Securities Corp.
II's series 2006-CC1, which is a CMBS resecuritization
transaction. Ansonia 2006-1 has exposure to these transactions
that Standard & Poor's has downgraded:

    * CS First Boston Mortgage Securities Corp. series 2005-C6
      (classes L, M, N, and O; $29.8 million; 14.9%);

    * Wachovia Bank Commercial Mortgage Trust series 2005-C19
      (classes K, L, M, N, and O; $24.2 million; 12.1%); and

    * Merrill Lynch Mortgage Trust series 2005-MKB2 (classes F, K,
      L, M, N, and P; $23.2 million; 11.6%).

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

     http://standardandpoorsdisclosure-17g7.com/1111738.pdf

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
Ansonia CDO 2006-1 Ltd.
                        Rating
Class            To               From
A-FL             CCC- (sf)        CCC+ (sf)/Watch Neg
A-FX             CCC- (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
L                D (sf)           CCC- (sf)/Watch Neg
M                D (sf)           CCC- (sf)/Watch Neg
N                D (sf)           CCC- (sf)/Watch Neg
O                D (sf)           CCC- (sf)/Watch Neg
P                D (sf)           CCC- (sf)/Watch Neg
Q                D (sf)           CCC- (sf)/Watch Neg
S                D (sf)           CCC- (sf)/Watch Neg
T                D (sf)           CCC- (sf)/Watch Neg


ANTHRACITE 2006-HY3: S&P Lowers Ratings on 7 Debt Classes to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes from Anthracite CRE CDO 2006-HY3 Ltd., a U.S. commercial
real estate collateralized debt obligation (CRE CDO) transaction.
"At the same time, we affirmed our 'CCC- (sf)' ratings on two
classes. 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.

"We lowered our ratings on the classes C-FL and C-FX through G to
'D (sf)' based on our expectation that the classes will be
unlikely to be repaid in full," S&P sid.

According to the July 23, 2012, trustee report, Anthracite 2006-
HY3 was collateralized by 28 CMBS classes ($150.3 million, 61.4%)
from 14 distinct transactions issued between 2002 and 2006, as
well as three subordinate commercial real estate loans (CREL)
securities ($94.3 million, 38.6%). The transaction has exposure to
16 CMBS classes from nine distinct transactions comprising 30.9%
of the collateral pool that Standard & Poor's has downgraded.
These three transactions represent 18.4% of the downgraded
collateral::

    * GE Commercial Mortgage Corporation series 2005-C3 (classes
      K, L, M and P; $20.4 million, 8.4%);

    * ML-CFC Commercial Mortgage Trust series 2006-1 (classes H, J
      and K; $12.5 million, 5.1%); and

    * Merrill Lynch Mortgage Trust series 2005-MCP1 (class H;
      $12.0 million, 4.9%).

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 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

Anthracite CRE CDO 2006-HY3 Ltd.
                       Rating
Class            To               From
A                CCC- (sf)        B- (sf) / Watch Neg
C-FL             D (sf)           CCC- (sf) / Watch Neg
C-FX             D (sf)           CCC- (sf) / Watch Neg
D                D (sf)           CCC- (sf) / Watch Neg
E-FL             D (sf)           CCC- (sf) / Watch Neg
E-FX             D (sf)           CCC- (sf) / Watch Neg
F                D (sf)           CCC- (sf) / Watch Neg
G                D (sf)           CCC- (sf) / Watch Neg

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

Anthracite CRE CDO 2006-HY3 Ltd.
                       Rating
Class            To               From
B-FL             CCC- (sf)        CCC- (sf) / Watch Neg
B-FX             CCC- (sf)        CCC- (sf) / Watch Neg


BANC OF AMERICA: Fitch Affirms Rating on $18.9-Mil. Notes at 'Dsf'
------------------------------------------------------------------
Fitch Ratings has affirmed Banc of America Large Loan, Inc
commercial mortgage pass-through certificates, series 2006-BIX1
due to stable performance of the remaining loans.  The revision of
the class E outlook to positive reflects continued paydown and
increased credit enhancement.

The rating actions reflect Fitch's base case loss expectation of
9.2%.  Fitch's performance expectation incorporates prospective
views regarding commercial real estate values and cash flow
declines.

Under Fitch's updated analysis, 100% of the pool is modeled to
default in the base case stress scenario, defined as the 'B'
stress, as all the remaining loans are currently in special
servicing.  In this scenario, the modeled average cash flow
decline is 10% from trailing 12 month March 2012 financials, from
appraisal values or Fitch estimates of value.  In its review,
Fitch analyzed servicer-reported operating statements and rent
rolls, updated property valuations, and recent lease and sales
comparisons.  Fitch estimates the average recoveries on the pooled
notes will be approximately 90.8% in the base case.

Although the transaction has seen increased credit enhancement due
to loan payoffs, the pool has become increasingly concentrated.
The transaction is collateralized by three loans, two of which are
secured by office (82%) and one by retail (18%).  All of the final
maturity dates including all extension options and modified
extension or forbearance periods are in 2012 or 2013.

Fitch expects losses on one of the remaining loans, the Ballantyne
Village (18%).

The Ballantyne Village interest-only loan is collateralized by a
166,041 sf retail center located in Charlotte, NC, approximately
14 miles south of downtown Charlotte, in the neighborhood known as
Ballantyne.  It is located in the Outer Southeast retail submarket
of Charlotte.  The property was built in 2005 and the subject loan
refinanced a construction loan.  The collateral does not include a
480-space parking deck; however, an easement agreement provides
access and use of the parking deck.

The loan transferred to special servicing in July 2009 due to
imminent default.  The special servicer and the borrower completed
negotiations and executed a forbearance agreement in March 2011.
The agreement included cash management, strict payment waterfall
compliance, and required the borrower to contribute cash under
certain conditions.  The borrower pays interest on $14 million of
principal; interest accrues on the total principal balance of the
loan and is deferred.  The borrower has been given the opportunity
to release the collateral by paying 100% of the fair market value
based on a predetermined valuation procedure which involved the
special servicer's participation.  A final value was reached in
March 2012 and the borrower has until Oct. 1, 2012 to pay off the
loan or surrender the property to the special servicer.

The largest loan in the transaction is the CarrAmerica National
Pool (62.6%).  The loan was originally secured by fee, leasehold,
and cash flow interests in a portfolio of 73 office properties
located throughout the U.S. Following releases of collateral, the
portfolio currently consists of 24 properties totaling 5.8 million
sf.

The loan transferred to special servicing in February 2011 for
imminent maturity default, with the borrower seeking an extension.
The loan was modified with terms that include an extension to
August 2013, $40 million in paydown to the A notes, additional
paydown after the release of one property, scheduled amortization
during the extended maturity period and all fees paid by the
borrower.

The remaining loan in the transaction is the JER Denver Office
Portoflio (19.4%).  The loan was originally collateralized by six
office properties totaling over 900,000 sf located in Greenwood
Village and Englewood, CO, within the Denver MSA.  Two properties
have been released, resulting in paydown of approximately $12
million.  The remaining four properties contain 721,734 sf and are
located in Greenwood Village, CO.

The loan transferred to special servicing in May 2011 after the
borrower requested an extension and modification due to
uncertainty in refinancing the debt.

Fitch affirms the ratings and revises the Outlooks of the
following pooled certificates as indicated:

  -- $6.8 million class D at 'AAAsf'; Outlook Stable;
  -- $28.3 million class E at 'AAsf'; Outlook revised to Positive
     from Stable;
  -- $28.3 million class F at 'A+sf'; Outlook Stable;
  -- $28.3 million class G at 'Asf'; Outlook Stable;
  -- $28.3 million class H at 'A-sf'; Outlook Stable;
  -- $11.3 million class J at 'BBBsf' Outlook Stable;
  -- $11.8 million class K at 'Bsf'; Outlook Stable.

Fitch affirms the rating and Recovery Estimate (RE) of following
pooled certificate:

  -- $18.9 million class L at 'Dsf'; RE 0%.

Fitch affirms the ratings and revises the Outlooks the following
non-pooled certificates:

  -- $4 million class J-CP at 'BBB+sf'; Outlook Stable;
  -- $5.9 million class K-CP at 'BBBsf'; Outlook Stable;
  -- $11.5 million class L-CP at 'BBB-sf'; Outlook Stable.

Classes X-1B, X-2, X-3, X-4 and X-5 were previously withdrawn.
Classes A-1 through C, X-1A, J-CA, K-CA, L-CA, M-MC and L-SC have
paid in full.


BANC OF AMERICA: Moody's Cuts Ratings on 2 Cert. Classes to 'C'
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 14 classes and
downgraded ten classes of Banc of America Commercial Mortgage Inc.
Commercial Mortgage Pass-Through Certificates, Series 2008-1 as
follows:

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

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

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

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

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

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

Cl. A-M, Downgraded to Aa3 (sf); previously on Nov 11, 2010
Downgraded to Aa2 (sf)

Cl. A-J, Downgraded to Baa2 (sf); previously on Nov 11, 2010
Downgraded to Baa1 (sf)

Cl. B, Downgraded to Ba1 (sf); previously on Nov 11, 2010
Downgraded to Baa2 (sf)

Cl. C, Downgraded to Ba3 (sf); previously on Nov 11, 2010
Downgraded to Baa3 (sf)

Cl. D, Downgraded to B1 (sf); previously on Nov 11, 2010
Downgraded to Ba1 (sf)

Cl. E, Downgraded to B3 (sf); previously on Nov 11, 2010
Downgraded to Ba3 (sf)

Cl. F, Downgraded to Caa1 (sf); previously on Nov 11, 2010
Downgraded to B2 (sf)

Cl. G, Downgraded to Caa2 (sf); previously on Nov 11, 2010
Downgraded to Caa1 (sf)

Cl. H, Affirmed at Caa3 (sf); previously on Nov 11, 2010
Downgraded to Caa3 (sf)

Cl. J, Downgraded to C (sf); previously on Nov 11, 2010 Downgraded
to Ca (sf)

Cl. K, Downgraded to C (sf); previously on Nov 11, 2010 Downgraded
to Ca (sf)

Cl. L, Affirmed at C (sf); previously on Nov 11, 2010 Downgraded
to C (sf)

Cl. M, Affirmed at C (sf); previously on Nov 11, 2010 Downgraded
to C (sf)

Cl. N, Affirmed at C (sf); previously on Nov 11, 2010 Downgraded
to C (sf)

Cl. O, Affirmed at C (sf); previously on Nov 11, 2010 Downgraded
to C (sf)

Cl. P, Affirmed at C (sf); previously on Nov 11, 2010 Downgraded
to C (sf)

Cl. Q, Affirmed at C (sf); previously on Nov 11, 2010 Downgraded
to C (sf)

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

Moody's rating action reflects a cumulative base expected loss of
9.2% of the current balance compared to 8.4% at last review. Base
expected loss plus realized losses to date totals 9.7% compared to
8.9% at last review. Moody's provides a current list of base
expected losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a 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 30, down from 31 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 September 29, 2011.

Deal Performance

As of the July 10, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 3% to $1.23 billion
from $1.27 billion at securitization. The Certificates are
collateralized by 103 mortgage loans ranging in size from less
than 1% to 9% of the pool, with the top ten loans representing 48%
of the pool. No loans have defeased and there are no loans with
credit assessments.

There are thirty-two loans, representing 17% of the pool, on the
master servicer's watchlist, compared to 34 loans, representing
38% 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.

Four loans have been liquidated from the pool since securitization
resulting in an aggregate realized loss totaling $10.6 million.
There are currently twelve loans, representing 10% of the pool, in
special servicing. Moody's has estimated an aggregate $71.3
million loss (57% expected loss overall) for 11 of the specially
serviced loans.

Moody's has assumed a high default probability for 17 poorly
performing loans representing 10% of the pool and has estimated an
$18.9 million aggregate loss (15% 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 99% and 96% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average conduit LTV is 110% compared to 112% at
last full review. Moody's net cash flow reflects a weighted
average haircut of 11.4% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.8%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed conduit DSCRs are 1.29X and 0.99X, respectively,
compared to 1.25X and 0.97X, respectively, at last full review.
Moody's actual DSCR is based on Moody's net cash flow (NCF) and
the loan's actual debt service. Moody's stressed DSCR is based on
Moody's NCF and a 9.25% stressed rate applied to the loan balance.

The top three performing loans represent 23% of the pool balance.
The largest loan is the Apple Hotel Portfolio Loan ($109.3 million
-- 8.9% of the pool), which is secured by a portfolio of 27
limited service and extended stay hotels located across 14 states.
The loan represents a 32% pari-passu interest in a $341.6 million
loan. Performance has improved since last review due to an
approximate 4.3% increase in RevPAR. In 2011, the pool's revenue
per available room (RevPAR) was $78.53 compared to $75.29 in 2010.
The loan had been on the watchlist due to net cash flow DSCR
dropping below a 1.4X threshold; however, in 2011 the DSCR
improved to 1.38X from 1.30X in 2010 and 1.24X in 2009. Moody's
LTV and stressed DSCR are 123% and 0.99X, respectively, compared
to 129% and 0.94X at last review.

The second largest loan is the 550 West Jackson Loan ($97.5
million -- 7.9% of the pool), which is secured by a 402,000 square
foot (SF) office building located in Chicago, Illinois. The
property was 97% leased as of December 2011 compared to 98% as of
July 2011. The property's performance has improved since last
review due to higher revenues. Moody's LTV and stressed DSCR are
109% and 0.87X, respectively, compared to 113% and 0.83X at last
review.

The third largest loan is the IBP Loan ($75.0 million -- 6.1% of
the pool), which is secured by 813,000 SF multi-building business
park located in Plato and Carrollton, Texas. The loan represents a
73% pari-passu interest in a $102.6 million loan. The property was
96% leased as of December 2011 compared to 94% as of June 2011.
Financial performance continues to increase in concert with
increased occupancy. At last review, Moody's analysis reflected a
stabilized net cash flow which has been achieved. Moody's LTV and
stressed DSCR are 111% and 0.95X, respectively, compared to 120%
and 0.88X at last review.


BAYVIEW FINANCIAL: Moody's Cuts Ratings on 2 Sec. Tranches to B3
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 6
tranches, upgraded the ratings of 2 tranches, and confirmed the
ratings of 2 tranches from three RMBS transactions, backed by
Scratch and Dent loans, sponsored by BV Legacy, LP, formerly known
as Bayview Financial LP.

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 six
downgrades. The upgrades are due to an increase in the available
credit enhancement. The downgrade is primarily due to
deteriorating collateral performance.

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 the 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 June 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: Bayview Financial Mortgage Pass-Through Trust, Series
2004-A

Cl. A, Downgraded to Aa1 (sf); previously on Apr 19, 2012 Aaa (sf)
Placed Under Review for Possible Downgrade

Cl. M-3, Downgraded to Ba3 (sf); previously on Apr 19, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. M-4, Downgraded to B3 (sf); previously on Apr 19, 2012 B1 (sf)
Placed Under Review for Possible Downgrade

Cl. B-1, Confirmed at Caa1 (sf); previously on Apr 19, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Issuer: Bayview Financial Mortgage Pass-Through Trust 2005-C

Cl. M-1, Upgraded to Baa3 (sf); previously on Apr 19, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. M-2, Upgraded to Ba3 (sf); previously on Apr 19, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Issuer: Bayview Financial Mortgage Pass-Through Trust 2005-D

Cl. AF-3, Confirmed at Aaa (sf); previously on Apr 19, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. AF-4, Downgraded to Ba3 (sf); previously on Apr 19, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. A-PO, Downgraded to Ba3 (sf); previously on Jul 7, 2011
Downgraded to Ba1 (sf)

Cl. M-1, Downgraded to B3 (sf); previously on Apr 19, 2012 B2 (sf)
Placed Under Review for Possible Downgrade

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF292168

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


BEAR STEARNS 1999-C1: Moody's Affirms 'Ca' Rating on Cl. I Certs
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed six classes of Bear Stearns Commercial Mortgage
Securities Inc., Commercial Mortgage Pass-Through Certificates,
Series 1999-C1 as follows:

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

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

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

Cl. E, Upgraded to Aaa (sf); previously on Sep 1, 2011 Upgraded to
Aa1 (sf)

Cl. G, Upgraded to Baa1 (sf); previously on Sep 1, 2011 Upgraded
to Ba1 (sf)

Cl. H, Affirmed at B2 (sf); previously on Feb 9, 2005 Downgraded
to B2 (sf)

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

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

Ratings Rationale

The upgrades are due primarily to paydowns, amortization and an
increased share of defeased loans in the pool. The upgrades also
reflect Moody's assumption that many of the maturing loans in the
pool are well-positioned for refinance. Of the pool's loans slated
to mature in the next 24 months, 96% have debt yields, DSCRs and
LTVs which meet or exceed levels typically required for financing
in the current marketplace.

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 1.2% of the current deal balance. At last review,
Moody's cumulative base expected loss was approximately 2.2%.
Realized losses have remained the same at 1.5% since last 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 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 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 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 a Herf of 18 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 September 1, 2011.

Deal Performance

As of the July 16, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 84% to $77 million
from $478 million at securitization. The Certificates are
collateralized by 28 mortgage loans ranging in size from less than
1% to 7% of the pool, with the top ten loans (excluding
defeasance) representing 50% of the pool. The pool contains no
loans with investment-grade credit assessments. Nine loans,
representing approximately 31% of the pool, are defeased and are
collateralized by U.S. Government securities.

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

Seven loans have liquidated from the pool, resulting in an
aggregate realized loss of $7.3 million (30% average loan loss
severity). Currently, there are no loans in special servicing.

Moody's has assumed a high default probability for one poorly-
performing loan representing 4% of the pool.

Moody's was provided with full-year 2010 and partial year 2011
operating results for 95% and 95% of the performing pool,
respectively. Excluding troubled loans, Moody's weighted average
LTV is 48% compared to 52% at last full review. Moody's net cash
flow reflects a weighted average haircut of 12% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 10.0%.

Excluding the troubled loan, Moody's actual and stressed DSCRs are
2.23X and 3.30X, respectively, compared to 2.17X and 2.83X at last
review. Moody's actual DSCR is based on Moody's net cash flow
(NCF) and the loan's actual debt service. Moody's stressed DSCR is
based on Moody's NCF and a 9.25% stressed rate applied to the loan
balance.

The top three performing loans represent 19% of the pool. The
largest loan is the Eden Center Loan ($5 million -- 7% of the
pool). The loan is secured by a 206,000 square-foot retail center
located in Falls Church, Virginia, a western suburb of Washington,
DC. The center's 100+ businesses include restaurants and stores
offering primarily Asian -- and particularly Vietnamese -- cuisine
and products. The property was 74% leased as of year-end 2011
reporting. The property has experienced significant lease rollover
in the past 12 months, though new leasing activity has been
strong. The two largest tenants at the center, Planet Fitness and
Ngon Restaurant, recently signed lease extensions for five and ten
years, respectively. Moody's current LTV and stressed DSCR are 15%
and >4.00X, respectively, compared to 17% and >4.00X at last
review.

The second-largest loan is the Stoneridge Corporate Park Loan ($5
million -- 6% of the pool). The loan is secured by a 107,000
square-foot, three-building, Class B office complex located in the
suburban Philadelphia township of Uwchlan, Pennsylvania. The
property is part of the Exton office submarket. Occupancy was 74%
as of year-end 2011 reporting, compared to 60% at Moody's last
review. The loan sponsor is Liberty Property Trust, a REIT which
specializes in industrial and suburban office properties. Moody's
current LTV and stressed DSCR are 77% and 1.48X, respectively,
compared to 108% and 1.05X at last review.

The third-largest loan is the Airport Thruway Plaza Loan ($5
million -- 6% of the pool). The loan is secured by a 128,000
square-foot retail center located in Columbus, Georgia. Tenants
include Office Depot as well as other, primarily local and
regional tenants. Occupancy was 72% as of March 2012. Moody's
current LTV and stressed DSCR are 65% and, 1.62X respectively,
compared to 72% and 1.45X at last review.


BEAR STEARNS 2004-PWR6: Moody's Affirms 'Ca' Rating on P Certs.
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 18 classes of
Bear Stearns Commercial Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2004-PWR6 as follows:

Cl. A-5, Affirmed at Aaa (sf); previously on Jan 14, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-6, Affirmed at Aaa (sf); previously on Jan 14, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-J, Affirmed at Aaa (sf); previously on Jan 14, 2005
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa2 (sf); previously on Jan 14, 2005 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at Aa3 (sf); previously on Jan 14, 2005 Definitive
Rating Assigned Aa3 (sf)

Cl. D, Affirmed at A2 (sf); previously on Jan 14, 2005 Definitive
Rating Assigned A2 (sf)

Cl. E, Affirmed at A3 (sf); previously on Jan 14, 2005 Definitive
Rating Assigned A3 (sf)

Cl. F, Affirmed at Baa1 (sf); previously on Jan 14, 2005
Definitive Rating Assigned Baa1 (sf)

Cl. G, Affirmed at Baa3 (sf); previously on Nov 11, 2010
Downgraded to Baa3 (sf)

Cl. H, Affirmed at Ba2 (sf); previously on Nov 11, 2010 Downgraded
to Ba2 (sf)

Cl. J, Affirmed at Ba3 (sf); previously on Nov 11, 2010 Downgraded
to Ba3 (sf)

Cl. K, Affirmed at B2 (sf); previously on Nov 11, 2010 Downgraded
to B2 (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 Caa3 (sf); previously on Nov 11, 2010
Downgraded to Caa3 (sf)

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

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

Cl. X-2, Affirmed at Aaa (sf); previously on Jan 14, 2005
Definitive Rating Assigned Aaa (sf)

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
2.4% of the current balance. At last review, Moody's cumulative
base expected loss was 2.8%. Realized losses have increased from
0.2% of the original balance to 0.4% 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 27 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 September 15, 2011.

DEAL PERFORMANCE

As of the July 11, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 28% to $767 million
from $1.07 billion at securitization. The Certificates are
collateralized by 85 mortgage loans ranging in size from less than
1% to 10% of the pool, with the top ten non-defeased loans
representing 42% of the pool. Five loans, representing 13% of the
pool, have defeased and are secured by U.S. Government securities.
Defeasance at last review represented 8% of the pool. The pool
contains two loans with investment grade credit assessments,
representing 8% of the pool.

Twenty loans, representing 10% 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 retail loans have been liquidated from the pool, resulting in
an aggregate realized loss of $4.5 million (78% loss severity on
average). Currently three loans, representing 2% of the pool, are
in special servicing. Moody's estimates an aggregate $6.3 million
loss for the specially serviced loans (41% expected loss on
average).

Moody's has assumed a high default probability for two poorly
performing loans representing less than 1% of the pool and has
estimated an aggregate $1.2 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 97%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 81% compared to 85% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 8% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.4%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.47X and 1.33X, respectively, compared to
1.47X and 1.25X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit assessment is the Hilton Sandestin
Beach Golf Resort & Spa Loan ($44.9 million -- 5.8% of the pool),
which is secured by a 598-room, full service hotel located in
Destin, Florida. The hotel's performance improved since the last
review due to higher revenues from increased occupancy at the
property. The loan has amortized by 2% since the last review and
17% since securitization. Moody's credit assessment and stressed
DSCR are A2 and 2.24X, respectively, compared to A3 and 2.00X at
last review.

The second largest loan with a credit assessment is the Berry
Plastics Portfolio Loan ($15.8 million -- 2.1% of the pool), which
is secured by a portfolio of four industrial buildings containing
a total of 862,866 square feet (SF). The properties are located in
New York (3) and Arizona. The properties are 100% net leased to
Berry Plastics (Moody's LT Corporate Family Rating B3; stable
outlook) through November 2023. The loan has benefited from 240-
month amortization schedule and has amortized 3% since the last
review and 25% since securitization. Moody's credit assessment and
stressed DSCR are A3 and 1.71X, respectively, compared to Baa1 and
1.57X at last review.

Moody's removed credit assessments on two loans since the prior
review. The loans include the Pine Gates Apartments Loan ($15.8
million -- 2.3% of the pool) and the Shaklee Corporation Loan
($14.0 million -- 1.8% of the pool). Moody's removed the credit
assessment for the Pine Gates Apartments Loan due to declining
performance while removing the credit assessment for the Shaklee
Corporation Loan for outstanding real estate taxes due on three
land parcels associated with the property.

The top three performing conduit loans represent 20% of the pool
balance. The largest conduit loan is the Highland Village Loan
($78.9 million -- 10.3% of the pool), which is secured by a
331,000 (SF) retail center located in Houston, Texas. The property
was 89% leased as of December 2011 compared to 85% at last review.
Moody's LTV and stressed DSCR are 76% and 1.28X, respectively,
compared to 90% and 1.09X at last review.

The second largest loan is Eton Collection Loan ($50.2 million --
6.5% of the pool), which is secured by a 287,000 SF retail center
located in Woodmere, Ohio. The property was 92% leased as of
December 2011 compared to 88% at last review. Overall, performance
is below securitization levels but has steadily improved since
2009. Moody's LTV and stressed DSCR are 108% and 0.90X,
respectively, compared to 123% and 0.77X at last review.

The third largest loan is BAMC Building Loan ($27.5 million --
3.6% of the pool), which is secured by a 199,231 SF office
building located in San Antonio, Texas. The property is 100%
leased to GSA tenants through 2021. Performance is stable and the
loan is benefitting from amortization. Moody's LTV and stressed
DSCR are 79% and 1.30X, respectively, compared to 83% and 1.24X at
last review.


BEAR STEARNS 2004-TOP14: Moody's Affirms Ca Rating on Cl. O Certs
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 16 classes of
Bear Stearns Commercial Mortgage Securities Trust 2004-TOP 14,
Commercial Mortgage Pass-Through Certificates, Series 2004-TOP14
as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on May 10, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on May 10, 2004
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa1 (sf); previously on Jan 28, 2011 Upgraded
to Aa1 (sf)

Cl. C, Affirmed at Aa3 (sf); previously on May 10, 2004 Definitive
Rating Assigned Aa3 (sf)

Cl. D, Affirmed at A2 (sf); previously on Nov 12, 2009 Confirmed
at A2 (sf)

Cl. E, Affirmed at A3 (sf); previously on Nov 12, 2009 Confirmed
at A3 (sf)

Cl. F, Affirmed at Baa1 (sf); previously on Nov 12, 2009 Confirmed
at Baa1 (sf)

Cl. G, Affirmed at Baa3 (sf); previously on Nov 12, 2009
Downgraded to Baa3 (sf)

Cl. H, Affirmed at B1 (sf); previously on Sep 1, 2011 Downgraded
to B1 (sf)

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

Cl. K, Affirmed at B3 (sf); previously on Sep 1, 2011 Downgraded
to B3 (sf)

Cl. L, Affirmed at Caa1 (sf); previously on Jan 28, 2011
Downgraded to Caa1 (sf)

Cl. M, Affirmed at Caa2 (sf); previously on Jan 28, 2011
Downgraded to Caa2 (sf)

Cl. N, Affirmed at Caa3 (sf); previously on Jan 28, 2011
Downgraded to Caa3 (sf)

Cl. O, Affirmed at Ca (sf); previously on Jan 28, 2011 Downgraded
to Ca (sf)

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

Ratings Rationale

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio, Moody's stressed 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
3.4% of the current balance. At last review, Moody's cumulative
base expected loss was 3.9%. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. While commercial real estate property
values are beginning to move in a positive direction along with a
rise in investment activity and stabilization in core property
type performance, a consistent upward trend will not be evident
until the volume of investment activity steadily increases,
distressed properties are cleared from the pipeline, and job
creation rebounds. The hotel sector is performing strongly and the
multifamily sector continues to show increases in demand. Moderate
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where growth remains slow. Performance in the retail sector has
been mixed with lackluster sales driven by discounting and
promotions. However, rising wages and reduced unemployment, along
with increased consumer confidence, is helping to spur consumer
spending. Across all property sectors, the availability of debt
capital continues to improve with increased securitization
activity of commercial real estate loans supported by a monetary
policy of low interest rates.

Moody's central global macroeconomic scenario reflects healthier
growth in the US and US growth decoupling from the recessionary
trend in the euro zone, while a mild recession is expected in
2012. Downside risks remain significant, although they have
moderated compared to earlier this year. Major downside risks
include an increase in the potential magnitude of the euro area
recession, the risk of an oil supply shock weighing negatively on
consumer purchasing power and home prices, ongoing and policy-
induced banking sector deleveraging leading to a tightening of
bank lending standards and credit contraction, financial market
turmoil continuing to negatively impact consumer and business
confidence, persistently high unemployment levels, and weak
housing markets, any or all of which will continue to constrain
growth.

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit 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 26 compared to 30 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 September 1, 2011.

Deal Performance

As of the July 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 38% to $557.3
million from $894.5 million at securitization. The Certificates
are collateralized by 93 mortgage loans ranging in size from less
than 1% to 12% of the pool, with the top ten non--defeased loans
representing 38% of the pool. The pool contains one loan with
investment grade credit assessment which represents 2% of the
pool. Eight loans, representing 15% of the pool, have defeased and
are collateralized with U.S. Government securities.

Twenty-two 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.

Three loans have been liquidated from the pool, resulting in an
aggregate realized loss of $3.2 million (3% loss severity
overall). There are no loans in special servicing at this time.

Moody's has assumed a high default probability for four poorly
performing loans representing 14% of the pool and has estimated a
$12.1 million aggregate loss (16% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 operating results for 96%
of the pool's non-defeased loans. Excluding troubled loans,
Moody's weighted average LTV is 77% compared to 85% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 13% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.3%.

Excluding troubled loans, Moody's actual and stressed DSCRs are
1.68X and 1.51X, respectively, compared to 1.68X and 1.39X 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 12 E 22nd Street Loan
($11.7 million -- 2.1% of the pool), which is secured by an 89-
unit apartment building located in New York City. The property was
100% leased as of December 2011 compared to 99% at last review.
Moody's credit assessment and stressed DSCR are Aa2 and 1.72X,
respectively, compared to Aa2 and 1.76X at last review.

The top three performing conduit loans represent 22% of the pool.
The largest loan is the U.S. Bank Tower Loan ($65.0 million --
11.5% of the pool), which represents a pari passu interest in a
$260 million first mortgage loan. The loan is secured by a 1.4
million square foot (SF) office tower and accompanying parking
garage located in downtown Los Angeles, California. The loan
sponsor is Maguire Properties. The loan was in special servicing
due to imminent default but returned to the master servicer in
November 2011. The loan remains current and is interest-only for
the entire term. The property was 55% leased as of December 2011,
essentially the same as at last review. Performance has declined
since last review. Year-end 2011 net operating income (NOI) has
decreased by 31% compared to year-end 2010. The current reported
NOI DSCR is 1.07X. Due to poor performance and concerns about
refinancing risk (the loan matures in July 2013), Moody's has
recognized this loan as a troubled loan. Moody's LTV and stressed
DSCR are 141% and 0.71X, respectively, compared to 135% and 0.74X
at last review.

The second largest loan is the 840 Memorial Drive Loan ($37.6
million -- 6.7% of the pool), which is secured by a 129,000 SF
biotech lab/office building located in Cambridge, Massachusetts.
The property was 59% leased as of March 2012 compared to 70% at
last review. Although, occupancy has decreased, performance is
inline with the expectations. Moody's LTV and stressed DSCR are
124% and 0.83X, respectively, compared to 127% and 0.81X at last
review.

The third largest loan is the 1401 & 1501 Nolan Ryan Expressway
Loan ($19.2 million -- 3.5% of the pool), which is secured by a
three-story Class A office building and a single story R&D
facility, totaling 234,000 SF, located in Arlington, Texas. The
property is 100% leased to the Siemens Dematic Postal Automation
L.P (SDPA), a member of the Siemens AG family, through January
2014. The loan matures in February 2014. Moody's analysis reflects
a downward adjustment to the property's net operating income due
to concerns about single tenant occupancy. Moody's LTV and
stressed DSCR are 80% and 1.22X, respectively, essentially the
same as at last review.


BUSINESS LOAN 2001-2: Fitch Affirms Junk Rating on 2 Note Classes
-----------------------------------------------------------------
Fitch Ratings affirms two Business Loan Express (BLX) transactions
as follows:

Business Loan Express SBA loan-backed adjustable-rate notes,
series 2001-2

  -- Class A at CCsf, RE 85%;
  -- Class M at CCsf, RE 0%.

Business Loan Express SBA loan-backed adjustable-rate notes,
series 2002-1

  -- Class A at 'BBBsf'; Outlook Negative;
  -- Class M at 'BBsf'; Outlook Negative.

The rating affirmations reflect stable performance within the
transaction.  Since Fitch's last review, delinquencies have
remained at or below prior levels.  As of July 2012 reporting,
total delinquencies for 2001-2 and 2002-1, represent 29.17% and
3.93%, respectively.  Additionally, cumulative net losses have
remained stable and currently total 10.39% and 6.86%,
respectively.

Though performance has remained stable, Fitch remains concerned
with the historically high delinquency rates within the pools,
particularly in 2001-2.  The 2001-2 transaction continues to
experience high delinquency roll rates which may lead to further
reduction of credit support for the notes as losses realized.
Furthermore, under Fitch's stress assumptions, recovery
expectations are expected to be limited for the notes, in
particular for the class M note due to its subordinate nature in
the event of continued deterioration.

The Negative Outlook designation for the 2002-1 transaction
reflects Fitch's continued concern for growing concentrations
within the pool which may ultimately impact the ratings on the
outstanding notes.

Fitch will continue to monitor the series 2001-2 and 2002-1 as the
transactions continue to amortize.  As obligor counts for the
pools continue to decline and tail risk increases, Fitch will
review the transactions for potential ratings action or
withdrawals.

In reviewing the transactions, Fitch took into account analytical
considerations outlined in Fitch's 'Global Structured Finance
Rating Criteria', dated June 6, 2012, including asset quality,
credit enhancement, financial structure, legal structure, and
originator and servicer quality.

Fitch's analysis incorporated a review of collateral
characteristics, in particular, focusing on delinquent and
defaulted loans within the pool.  All loans over 60 days
delinquent were deemed defaulted loans.  The defaulted loans were
applied loss and recovery expectations based on collateral type
and historical recovery performance to establish an expected net
loss assumption for the transaction.  Fitch stressed the cashflows
generated by the underlying assets by applying its expected net
loss assumption.  Furthermore, Fitch applied a loss multiplier to
evaluate break-even cash flow runs to determine the level of
expected cumulative losses the structure can withstand at a given
rating level.  The loss multiplier scale utilized is consistent
with that of other commercial ABS transactions.

Additionally, to review possible concentration risks within the
pool, Fitch evaluated the impact of the default of the largest
performing obligors.  Similar to the analysis detailed above,
Fitch applied loss and recovery expectations to the performing
obligors based on collateral type and historical recovery
performance.  The expected loss assumption was then compared to
the credit support available to the outstanding notes given
Fitch's expected losses on the currently defaulted loans.
Consistent with the obligor approach detailed in 'Rating U.S.
Equipment Lease and Loan Securitizations', dated Jan. 12, 2012,
Fitch applied losses from the largest performing obligors
commensurate with the individual rating category.  The number of
obligors ranges from 20 at 'AAA' to five at 'B'.

Fitch will continue to closely monitor these transactions and may
take additional rating action in the event of changes in
performance and credit enhancement measures.


C-BASS CBO: Fitch Affirms Junk Rating on Three Note Classes
-----------------------------------------------------------
Fitch Ratings has affirmed four classes of notes issued by C-BASS
CBO X, Ltd./Corp. (C-BASS X) as follows:

  -- $13,115,098 class A notes at 'Bsf'; Outlook Stable;
  -- $25,000,000 class B notes at 'CCsf';
  -- $20,000,000 class C notes at 'Csf';
  -- $15,201,519 class D 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 Fitch's last rating action in July 2011, the credit quality
of the collateral has deteriorated with approximately 37.8% of the
portfolio being downgraded and 3.2% upgraded a weighted average of
2.4 and 4 notches, respectively.  Currently, 88.3% of the
portfolio has a Fitch-derived rating below investment grade and
74.7% is rated in the 'CCC' category or lower, compared to 84% and
72%, respectively, at last rating action.

The class A notes have received approximately $13.3 million since
the last rating action and now only 3.7% of the original class
balance remains.  As evidenced by the increase in the notes'
credit enhancement level, these paydowns effectively offset the
deterioration in the portfolio.  The breakeven rates in Fitch's
cash flow model for the notes are generally consistent with the
rating assigned above.

The Stable Outlook on the class A notes reflects cushions in the
notes' passing ratings in some scenarios that should offset
potential further deterioration in the underlying portfolio.
Fitch does not assign Outlooks to classes rated 'CCC' and below.

Breakeven levels for the class B through D 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 probable for the class B notes and inevitable for the class
C through D notes at or prior to maturity.

C-BASS X is a cash flow structured finance collateralized debt
obligation (SF CDO) that closed on May 27, 2004.  The portfolio is
currently monitored by NIC Management LLC, an affiliate of
Newcastle Investment Corp., who became the substitute collateral
manager for Credit-Based Asset Servicing & Securitization, LLC on
Feb. 10, 2011.  The portfolio is comprised of 96% residential
mortgage-backed securities, 2.5% consumer asset-backed securities,
and 1.5% commercial mortgage-backed securities from 1995 through
2005 vintage transactions.


C-BASS MORTGAGE: Moody's Cuts Rating on Cl. IIM-2 Notes to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has corrected the watch status of two
tranches and downgraded the rating of one of these tranches from
C-BASS Mortgage Loan Asset Backed Notes, Series 2001-CB4, backed
by closed end second lien loans.

Ratings Rationale

The action corrects the ratings of the Class IIM-2 and Class IIB-1
bonds which were mistakenly placed on watch for upgrade on January
31, 2012. The Class IIM-2 and Class IIB-1 bonds are backed by
closed end second loans, but the January rating actions were based
on the application of the first lien subprime parameters outlined
in the "Pre-2005 US RMBS Surveillance Methodology," published in
January 2012. The bonds have been reviewed under the methodology
applicable to closed end second loans, and the downgrade on the
rating of the Class IIM-2 bond reflects Moody's updated loss
projections and the application of the parameters outlined in that
methodology, the Second Lien RMBS Loss Projection Methodology:
April 2010.

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

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

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

The primary sources of assumption uncertainty are Moody's central
macroeconomic forecast and performance volatility as a result of
servicer-related activity such as modifications. The unemployment
rate fell from 9.1% in June 2011 to 8.2% in June 2012. Moody's
forecasts a further drop to 7.8% by the end of 2Q 2013. Moody's
expects housing prices to remain stable through the remainder of
2012 before gradually rising towards the end of 2013. Performance
of RMBS continues to remain highly dependent on servicer activity
such as modification-related principal forgiveness and interest
rate reductions. Any change resulting from servicing transfers or
other policy or regulatory change can also impact the performance
of these transactions.

Complete rating actions are as follows:

Issuer: C-Bass Mortgage Loan Asset Backed Notes, Series 2001-CB4

Cl. IIM-2, Downgraded to Ba1 (sf); previously on Nov 3, 2010
Downgraded to Baa1 (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF292169

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


CANYON CAPITAL: Moody's Raises Rating on Class D Notes From Ba1
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Canyon Capital CLO 2006-1 Ltd:

U.S.$22,800,000 Class C Floating Rate Deferrable Notes Due 2020,
Upgraded to A1 (sf); previously on July 27, 2011 Upgraded to A2
(sf);

U.S.$22,800,000 Class D Floating Rate Deferrable Notes Due 2020,
Upgraded to Baa3 (sf); previously on July 27, 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 September, 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 a higher spread
level compared to the level assumed at the last rating action in
July 2011. Moody's modeled a WAS of 3.79% compared to 3.25% at the
time of 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 $348 million,
defaulted par of $10 million, a weighted average default
probability of 19.83% implying a WARF of 2963, a weighted average
recovery rate upon default of 49.18%, and a diversity score of 47.
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.

Canyon Capital 2006-1, Ltd., issued in August 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 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% (2371)

Class A1: 0
Class A2: 0
Class B: +1
Class C: +3
Class D: +2
Class E: +1

Moody's Adjusted WARF + 20% (3556)

Class A1: 0
Class A2: 0
Class B: -1
Class C: -2
Class D: -1
Class E: -1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2014 and
2016 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 after the end of the reinvestment period
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.


CAPITAL ONE: Fitch Affirms 'BB' Rating on Class 2002-1D Securities
------------------------------------------------------------------
Fitch Ratings has affirmed all classes of Capital One Multi-asset
Execution Trust and Rating Outlooks as follows:

  -- 2004-1A at 'AAAsf; Outlook Stable;
  -- 2004-4A at 'AAAsf'; Outlook Stable;
  -- 2005-6A at 'AAAsf'; Outlook Stable;
  -- 2005-7A at 'AAAsf'; Outlook Stable;
  -- 2005-9A at 'AAAsf'; Outlook Stable;
  -- 2005-10A at 'AAAsf'; Outlook Stable;
  -- 2006-1A at 'AAAsf'; Outlook Stable;
  -- 2006-3A at 'AAAsf'; Outlook Stable;
  -- 2006-5A at 'AAAsf'; Outlook Stable;
  -- 2006-8A at 'AAAsf'; Outlook Stable;
  -- 2006-11A at 'AAAsf'; Outlook Stable;
  -- 2006-12A at 'AAAsf'; Outlook Stable;
  -- 2007-1A at 'AAAsf'; Outlook Stable;
  -- 2007-2A at 'AAAsf'; Outlook Stable;
  -- 2007-5A at 'AAAsf'; Outlook Stable;
  -- 2007-7A at 'AAAsf'; Outlook Stable;
  -- 2007-8A at 'AAAsf'; Outlook Stable;
  -- 2008-3A at 'AAAsf'; Outlook Stable;
  -- 2004-3B at 'Asf'; Outlook Stable;
  -- 2004-7B at 'Asf'; Outlook Stable;
  -- 2005-1B at 'Asf'; Outlook Stable;
  -- 2005-3B at 'Asf'; Outlook Stable
  -- 2006-1B at 'Asf'; Outlook Stable;
  -- 2007-1B at 'Asf'; Outlook Stable;
  -- 2009-C (B) at 'Asf'; Outlook Stable;
  -- 2003-3C at 'BBBsf'; Outlook Stable;
  -- 2004-2C at 'BBBsf'; Outlook Stable;
  -- 2004-3C at 'BBBsf'; Outlook Stable;
  -- 2007-1C at 'BBBsf'; Outlook Stable;
  -- 2007-4C at 'BBBsf'; Outlook Stable;
  -- 2002-1D at 'BBsf'; Outlook Stable;
  -- 2009-AC at 'BBBsf'; Outlook Stable.

The affirmations are based on continued positive trust
performance.  Sixty-plus day delinquency numbers have steadily
decreased since the peak of 4.96% in January 2010 to 2.06% in the
June 2012 reporting period.  As a result, Fitch expects charge-
offs to improve in the coming months.  Charge-off numbers have
continued to decrease from the peak of 12.66% in April 2010.  A
year ago, the 12-month average gross charge-off was 9.16% compared
to 6.03% as of June 2012.

Monthly payment rate (MPR), a measure of how quickly consumers are
paying off their credit card debts, has improved over the past
year to a 12-month average of 22.99% compared to 20.31% in June
2011.  MPR has not been below 21% since the March 2011 reporting
period.

Excess spread has grown substantially in the past year, reaching
historical levels.  The three-month average excess spread has not
caused the spread account to trap since August 2010.

Fitch runs cash flow breakeven analysis by applying stress
scenarios to three- and 12-month averages performances to test
that under the stressed conditions, the transaction can withstand
a level of losses commensurate with the risk associated with a
rating level with the available credit enhancement.  The variables
that Fitch stresses are the gross yield, monthly payment rate,
gross charge-off, and purchase rates.  For further information,
please review the U.S. Credit Card ABS Issuance updates published
on a monthly basis.

The affirmations are based on the performance of the trusts in
line with expectations.  The Stable Outlook indicates that, as a
result of the continued positive performance trend for these
trusts, Fitch expects the ratings will remain stable for the next
two years.

Fitch's analysis included a comparison of observed performance
trends over the past few months to Fitch's base case expectations
for each outstanding rating category.  As part of its ongoing
surveillance efforts, Fitch will continue to monitor the
performance of these trusts.


CIFC FUNDING 2012-I: S&P Rates Class B-3L Notes 'B(sf)'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CIFC Funding 2012-I Ltd./CIFC Funding 2012-I LLC's
$423.0 million floating- and fixed-rate notes.

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

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

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

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

    * The transaction's credit enhancement, which is sufficient to
      withstand the defaults applicable for the supplemental tests
      (excluding excess spread) and cash flow structure, which can
      withstand the default rate projected by Standard & Poor's
      CDO Evaluator model, as assessed by Standard & Poor's using
      the assumptions and methods outlined in its corporate
      collateralized debt obligation criteria.

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

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

    * The portfolio manager's experienced management team.

    * "Our projections regarding the timely interest and ultimate
      principal payments on the preliminary rated notes, which we
      assessed using our cash flow analysis and assumptions
      commensurate with the assigned preliminary ratings under
      various interest rate scenarios, including LIBOR ranging
      from 0.30%-11.36%," S&P said.

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

    * The transaction's principal proceeds recapture feature,
      which requires reclassifying excess interest proceeds as
      principal proceeds in an amount equal to the principal
      proceeds used to make interest payments on the deferrable
      notes.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1111740.pdf

PRELIMINARY RATINGS ASSIGNED
CIFC Funding 2012-I Ltd./CIFC Funding 2012-I LLC

Class                   Rating          Amount
                                      (mil. $)
A-1L                    AAA (sf)         280.0
A-1F                    AAA (sf)          18.0
A-2L (deferrable)       AA (sf)           34.0
A-3L (deferrable)       A (sf)            34.0
B-1L (deferrable)       BBB (sf)          24.0
B-2L (deferrable)       BB- (sf)          23.0
B-3L (deferrable)       B (sf)            10.0
Subordinated notes      NR               41.00

NR-Not rated.


COMM 2005-FL11: Fitch Affirms Junk Rating on 2 Note Classes
-----------------------------------------------------------
Fitch Ratings has affirmed 12 pooled and non-pooled classes and
downgraded two non-pooled classes of COMM 2005-FL11.

Fitch's performance expectation incorporates prospective views
regarding commercial real estate market value and cash flow
declines.  Since Fitch's last review, one loan has paid in full
with proceeds paid to the outstanding classes per the deal's
modified pro rata structure.  The Negative rating Outlooks reflect
the nontraditional nature of the collateral and the uncertainty
regarding the disposition of the final two portfolios.

Under Fitch's updated analysis, both remaining loans are modeled
to default in the base case stress scenario, defined as the 'B'
stress, as the remaining loans are currently in special servicing.
In its review, Fitch analyzed servicer-reported operating
statements and rent rolls, updated property valuations, and recent
lease and sales comparisons.  Fitch estimates the average
recoveries on the pooled notes will be approximately 93.9% in the
base case.

With respect to the pooled classes, one loan was modeled to take a
loss in the base case: DDR/Macquarie Mervyn's Portfolio (10.8% of
the pooled balance)

The DDR/Macquarie Mervyn's Portfolio was originally collateralized
by 35 retail stores, 31 fee and four leasehold, located in
California, Nevada, Arizona and Texas, of which 24 remain.  The
collateral was previously 100% occupied by Mervyn's which is no
longer in operation. The total debt includes three A notes: two
fixed rate, pari passu notes with an outstanding balance of
approximately $71 million each, and the floating rate component in
this transaction with an outstanding balance of $11.4 million.
Several vacant boxes have been fully or partially leased.  The
special servicer continues to pursue leasing opportunities on the
remaining properties, 15 of which are vacant. There have been no
collateral sales since Fitch's prior review.

The Whitehall/Starwood Golf Portfolio (89.2%) recently transferred
back to special servicing for maturity default (the modified
maturity date was in July 2012).  The loan is backed by fee golf
courses and leasehold or managed golf courses throughout the U.S.
The loan remains current as of July 2012.  Fitch did not model a
loss on the pooled portion in the base case scenario, however, the
loan remains of concern due to the unique nature of the collateral
and the inability to refinance or sell properties since the last
Fitch review.

Fitch downgrades the following non-pooled classes as indicated:

  -- $27.9 million class S-GP to 'BBsf' from 'BBB-sf'; Outlook
     Negative;

  -- $31.9 million class T-GP to 'Bsf' from 'BBsf'; Outlook
     Negative.

Fitch affirms the following pooled and non-pooled classes and
revises the rating Outlooks as indicated:

  -- $12.3 million class B at 'AAAsf'; Outlook Stable;
  -- $14 million class C at 'AAAsf'; Outlook Stable;
  -- $9.5 million class D at 'AAAsf'; Outlook Stable;
  -- $12.3 million class E at 'AAAsf'; Outlook Stable;
  -- $11.2 million class F at 'AA+sf'; Outlook Stable;
  -- $9.5 million class G at 'AA-sf'; Outlook Stable;
  -- $8.4 million class H at 'Asf'; Outlook to Negative from
     Stable;
  -- $9.5 million class J at 'BBBsf'; Outlook Negative;
  -- $10.1 million class K at 'B-sf'; Outlook Negative.
  -- $32.4 million class U-GP at 'CCCsf'; RE 0%';
  -- $13.4 million class V-GP at 'CCsf'; RE0%.

The $8.4 million class L remains at 'Dsf', RE 25%.

Classes A-1, A-J, X-1, X-2-SG, X-3-SG, M-SHI, M-COP, M-GP, N-GP,
O-GP, P-GP, Q-GP, and R-GP have paid in full.  Classes X-2-CB, X-
2-DB, X-3-CB and X-3-DB were previously withdrawn.


COMM 2006-C8: Moody's Cuts Ratings on 2 Certificates to 'C'
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of ten classes and
downgraded seven classes of COMM Commercial Mortgage Pass-Through
Certificates, Series 2006-C8 as follows:

Cl. A-2B, Affirmed at Aaa (sf); previously on Dec 22, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Dec 22, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed at Aaa (sf); previously on Dec 22, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Dec 17, 2010
Confirmed at Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Dec 17, 2010
Confirmed at Aaa (sf)

Cl. A-M, Affirmed at Aa3 (sf); previously on Dec 17, 2010
Downgraded to Aa3 (sf)

Cl. A-J, Downgraded to B3 (sf); previously on Dec 17, 2010
Downgraded to Ba3 (sf)

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

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

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

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

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

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

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

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

Cl. XP, Affirmed at Aaa (sf); previously on Dec 22, 2006
Definitive Rating Assigned Aaa (sf)

Cl. XS, 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.

Moody's rating action reflects a cumulative base expected loss of
9.6% of the current balance compared to 8.7% at last review. Base
expected loss plus realized losses to date totals 12.6% compared
to 11.3% 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 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 35, down from 39 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 September 1, 2011.

Deal Performance

As of the July 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 20% to $3.02
billion from $3.78 billion at securitization. The Certificates are
collateralized by 148 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans, excluding
defeasance, representing 36% of the pool. One loan, representing
8% of the pool, has defeased and is secured by U.S. government
securities. There is one loan representing 3% of the pool with an
investment grade credit assessment.

There are twenty-eight loans, representing 16% of the pool, on the
master servicer's watchlist, compared to forty-one loans,
representing 31% 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.

Twenty loans have been liquidated from the pool since
securitization resulting in an aggregate realized loss totaling
$188.1 million (average loss severity of 48%). There are currently
twenty-three loans, representing 14% of the pool, in special
servicing. The largest specially serviced loan is the 369
Lexington Avenue Loan ($59.6 million -- 2.0% of the pool), which
is secured by the borrower's interest in a 150,387 square foot
(SF) office building located in the Grand Central office submarket
of New York, New York. The loan was transferred to special
servicing in February 2012 due to a maturity default on a cross-
collateralized loan located at 2 West 46th Street in the Fifth
Avenue/Diamond District office submarket of Midtown Manhattan.
Moody's has estimated an aggregate $139.1 million loss (35%
expected loss) for the twenty-three specially serviced loans.

Moody's has assumed a high default probability for twenty-five
poorly performing loans representing 22% of the pool and has
estimated a $97.9 million aggregate loss (15% expected loss based
on a 50% probability of default) from these troubled loans.

Moody's was provided with full year 2011 operating results for 98%
of the performing pool. Excluding specially serviced and troubled
loans, Moody's weighted average conduit LTV is 102% compared to
120% at last full review. Moody's net cash flow reflects a
weighted average haircut of 11.6% to the most recently available
net operating income. Moody's value reflects a weighted average
capitalization rate of 9.3%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed conduit DSCRs are 1.39X and 1.02X, respectively,
compared to 1.22X and 0.88X, respectively, at last full review.
Moody's actual DSCR is based on Moody's net cash flow (NCF) and
the loan's actual debt service. Moody's stressed DSCR is based on
Moody's NCF and a 9.25% stressed rate applied to the loan balance.

The loan with a credit estimate is the First City Tower Loan ($93
million -- 3.1% of the pool), which is secured by a 1.3 million
(SF) office building located in downtown Houston, Texas. The
building's major tenant is Vinson & Elkins which leases 29% of the
property's office space through 2021. The property was 92% leased
as of December 2011 compared to 93% at last review. Performance
has improved since last review. Moody's current credit estimate
and stressed DSCR are A3 and 1.87X, respectively, compared to A3
and 1.78X at last review.

The top three performing conduit loans represent 18% of the pool
balance. The largest loan is the Mall of America Loan ($345
million -- 10.2% of the pool), which represents a 45.7% pari-passu
interest in a first mortgage loan totaling $755 million. The loan
is secured by the borrower's interest in a 2.8 million SF enclosed
super-regional shopping mall/entertainment complex located in
Bloomington, Minnesota. The mall is anchored by Macy's, Nordstrom
and Sears and a variety of entertainment venues. Mall financial
and leasing performance improved between 2010 and 2011; however,
Bloomingdales closed its store at this mall in March 2012 along
with three other Bloomingdales stores throughout the U.S. Moody's
LTV and stressed DSCR are 90% and 0.96X, respectively, the same as
last review.

The second largest loan is the EZ Storage Portfolio Loan ($150.0
million -- 5.0% of the pool), which represents a 50.0% pari-passu
interest in a $300 million first mortgage loan. The loan is
secured by 48 self storage properties located in six states.
Approximately 50% of the properties are located in the Detroit,
Michigan metro area with the balance in the Boston, Massachusetts
and Minneapolis/St. Paul, Minnesota metro areas. The portfolio's
performance has been weak but stable since last review. Moody's
LTV and stressed DSCR are 177% and 0.58X, respectively, compared
to 175% and 0.59X at last review.

The third largest loan is the JQH Hotel Portfolio Loan ($118.1
million -- 3.9% of the pool), which is secured by five hotels
located in five states (VA, TX, AR, MI, and KS). As of September
2011, the portfolio's weighted average occupancy and RevPar were
70% and $76.43, respectively. Performance has improved slightly
since last review due to higher revenues. Moody's LTV and stressed
DSCR are 111% and 1.08X, respectively, compared to 124% and 0.96X
at last review.


CREDIT SUISSE 1998-C2: Fitch Affirms D Rating on Cl. I Securities
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Credit Suisse First
Boston Mortgage Securities Corp (CSFB), series 1998-C2.

The affirmations are a result of the pool stable performance
following Fitch's prospective review of the potential stresses to
the transaction.  Fitch modeled losses of 3.69% of the remaining
pool; expected losses of the original pool are at 3.06% (which
includes 2.58% in realized losses).  Fitch has designated five
loans (20.94%) as Fitch Loans of Concern, which includes two
specially serviced loans (16.33%).

As of the July 2012 distribution date, the pool's aggregate
principal balance has been reduced approximately 84.6% (which
includes realized losses) to $244 million from $1.9 billion at
issuance.  There are 49 of the original 222 loans remaining in the
transaction.  Twelve loans (22.9%) are defeased.  Interest
shortfalls are affecting classes H, I and J.

The largest specially serviced loan (12.90% of the pool balance)
is secured by two retail properties and one industrial property
located in Irving and North Richland, TX.  The loan had
transferred to special servicing in December 2009 due to imminent
default.  A loan modification was completed in November 2010, and
the loan remains current under the modified terms as of the July
2012 payment date.  The special servicer continues to monitor the
loan to ensure it is in compliance with the loan modification.

The second specially serviced loan (3.43%) is secured by a 221,508
square foot (sf) retail property located in Opelousas, LA.  The
properties largest tenants include Stage Store (19.4% of the net
rentable area [NRA]), Brown's Furniture (18% NRA), and Dales Food
Store (13.5% NRA). The March 2012 rent roll reported occupancy at
65%.

The loan had transferred to special servicing in April 2011 due to
monetary default as a result of cash flow issues from occupancy
declines.  The servicer is working with the Borrower to cure the
default, and is also considering a deed-in-lieu of foreclosure.

Fitch affirms the following classes, and assigns Recovery
Estimates (RE) on class I as indicated:

  -- $36.85 million class D at 'AAAsf'; Outlook Stable;
  -- $28.8 million class E at 'AAAsf'; Outlook Stable;
  -- $105.6 million class F at 'AAAsf'; Outlook Stable;
  -- $19.2 million class G at 'A+sf'; Outlook Stable.
  -- $8.1 million class I at 'Dsf'; RE 0%.

Fitch does not rate class J, which has been reduced to zero due to
realized losses, or class H. Classes A-1, A-2, B and C paid in
full.

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


CREDIT SUISSE 2002-CP5: Fitch Lowers Rating on Five Note Classes
----------------------------------------------------------------
Fitch Ratings has downgraded five classes of Credit Suisse First
Boston Mortgage Securities Corp., series 2002-CP5 (CSFB 2002-CP5).

The downgrades reflect an increase in Fitch expected losses across
the pool.  Fitch modeled losses of 6.38% of the remaining pool;
modeled losses of the original pool are at 5.73%, including losses
already incurred to date.  Fitch has designated 16 loans (22.7%)
as Fitch Loans of Concern, which includes 13 specially-serviced
loans (16.8%).

As of the July 2012 distribution date, the pool's aggregate
principal balance has reduced by 51.5% to $575.2 million from
$1.19 billion at issuance.  In addition, 13 loans (53.2%) have
been fully defeased.  Interest shortfalls totaling $2,296,304 are
currently affecting classes J through Q.

The largest contributor to modeled losses is a specially serviced
loan (1.73%) secured by one office building located in Farmington
Hills, MI totaling 89,759 square feet (sf).  The loan transferred
to special servicing in March 2012 due to imminent default.  The
sole tenant has terminated its lease as of May 2012, leaving the
property unoccupied.  Counsel has been retained for possible
foreclosure and/or appointment of property receiver, while
discussions with the borrower continue regarding other
resolutions.

The second largest contributor to modeled losses is a loan (1.71%)
secured by a 273 unit apartment complex located in San Antonio,
TX.  The loan was previously in special servicing but transferred
back to the master servicer in March 2011.  The servicer-reported
occupancy has decreased to 69% as of April 2012, and the debt
service coverage ratio (DSCR) is .70 times (x) as of year-end (YE)
2011.  An inspection in November 2011 found the property to be in
poor condition with some units not being occupied due to mold
issues.

The third largest contributor to modeled losses is a specially
serviced REO portfolio (1.33%) originally consisting of six
industrial properties located in Michigan, Ohio, and Indiana
totaling 612,000 square feet (sf).  The loan transferred to
special servicing in August 2010 due to imminent default.  The six
properties were foreclosed, three of which were sold in November
2011.  The sale proceeds were used reduce the outstanding debt.
The remaining three have yet to be sold.

Fitch downgrades and assigns Recovery Estimates (REs) and revises
Rating Outlooks as indicated:

  -- $16.3 million class G to 'BBBsf' from 'Asf'; Outlook Stable;
  -- $14.8 million class H to 'BBsf' from 'BBB-sf'; Outlook to
     Negative from Stable;
  -- $22.2 million class J to 'CCCsf' from 'B-sf'; RE 40%;
  -- $5.9 million class K to 'CCsf' from 'B-sf'; RE 0%;
  -- $8.9 million class L to 'Csf' from 'CCCsf'; RE 0%.

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

  -- $394.5 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $41.5 million class B at 'AAAsf'; Outlook Stable;
  -- $22.2 million class C at 'AAAsf'; Outlook Stable;
  -- $14.8 million class D at 'AAAsf'; Outlook Stable.
  -- $17.8 million class E at 'AA+sf'; Outlook Stable;
  -- $8.9 million class F at 'AA'sf; Outlook Stable;
  -- $7.3 million class M at 'D'; RE 0%;
  -- $0.0 million class N at 'D'; RE 0%;
  -- $0.0 million class O at 'D'; RE 0%;
  -- $0.0 million class P at 'D'; RE 0%.

Class Q, which is not rated by Fitch has been reduced to zero from
14.8 million at issuance due to realized losses.  Class A-1 and A-
SP have paid in full.


CREST G-STAR: Moody's Corrects May 23 Ratings Release
-----------------------------------------------------
Moody's Investors Service issued a correction the May 23, 2012,
rating release of Crest G-Star 2001-1, LP.

Moody's affirmed the ratings of four classes of Notes issued by
Crest G-Star 2001-1, LP. The affirmations are due to the key
transaction parameters performing within levels commensurate with
the existing ratings levels. The rating action is the result of
Moody's on-going surveillance of commercial real estate
collateralized debt obligation (CRE CDO and Re-remic)
transactions.

Class B-1 Second Priority Fixed Rate Term Notes, Due 2035,
Affirmed at Ba1 (sf); previously on Jul 20, 2011 Downgraded to Ba1
(sf)

Class B-2 Second Priority Floating Rate Term Notes, Due 2035,
Affirmed at Ba1 (sf); previously on Jul 20, 2011 Downgraded to Ba1
(sf)

Class C Third Priority Fixed Rate Term Notes, Due 2035, Affirmed
at Caa3 (sf); previously on Jul 20, 2011 Downgraded to Caa3 (sf)

Class D Fourth Priority Fixed Rate Term Notes, Due 2035, Affirmed
at Ca (sf); previously on Sep 30, 2010 Downgraded to Ca (sf)

Ratings Rationale

Crest G-Star 2001-1, LP is a static cash CRE CDO transaction
backed by a portfolio of commercial mortgage backed securities
(CMBS) (99.5% of the pool balance) and one whole loan (0.5%). As
of the April 30, 2012 Trustee report, the aggregate Note balance
of the transaction, including preferred shares, has decreased to
$120.4 million from $500.4 million at issuance, with the paydown
directed to the Class A Notes, as a result of amortization of the
underlying collateral and failure of certain par value tests.

There are 15 assets with a par balance of $84.7 million (82.0% of
the current pool balance) that are considered Defaulted Securities
as of the April 30, 2012 Trustee report. While there have been
limited realized losses on the underlying collateral to date,
Moody's does expect significant losses on the Defaulted Securities
to occur once they are realized.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated credit estimates for the non-Moody's
rated collateral. The bottom-dollar WARF is a measure of the
default probability within a collateral pool. Moody's modeled a
bottom-dollar WARF of 5,034 compared to 5,212 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (17.5% compared to 16.6% at last review), A1-A3
(0.0%, the same as that at last review), Baa1-Baa3 (7.7% compared
to 1.8% at last review), Ba1-Ba3 (7.1% compared to 14.9% at last
review), B1-B3 (11.3% compared to 16.1% at last review), and Caa1-
C (56.3% compared to 50.7% at last review).

WAL acts to adjust the probability of default of the collateral in
the pool for time. Moody's modeled to a WAL of 2.2 years compared
to 2.0 years at last review. The greater WAL incorporates Moody's
view on the current pool composition and extension risk.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a variable WARR
with a mean of 13.8% compared to a mean of 13.4% 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 16.0% compared to 13.6% at last review.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDO
rating models, which was released on January 24, 2011.

The cash flow model, CDOEdge(R) v3.2.1.1, was used to analyze the
cash flow waterfall and its effect on the capital structure of the
deal.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. In general, the rated Notes are particularly
sensitive to rating changes within the collateral pool. Holding
all other key parameters static, changing the current ratings and
credit estimates of the collateral by one notch downward or by one
notch upward would result in an average modeled rating movement on
the rated tranches of 0 to 2 notches downward and 1 to 2 notches
upward respectively.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. While commercial real estate property
values are beginning to move in a positive direction along with a
rise in investment activity and stabilization in core property
type performance, a consistent upward trend will not be evident
until the volume of investment activity steadily increases,
distressed properties are cleared from the pipeline, and job
creation rebounds. The hotel sector is performing strongly and the
multifamily sector continues to show increases in demand. Moderate
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where growth remains slow. Performance in the retail sector has
been mixed with lackluster sales driven by discounting and
promotions. However, rising wages and reduced unemployment, along
with increased consumer confidence, is helping to spur consumer
spending. Across all property sectors, the availability of debt
capital continues to improve with increased securitization
activity of commercial real estate loans supported by a monetary
policy of low interest rates. Moody's central global macroeconomic
scenario reflects healthier growth in the US and US growth
decoupling from the recessionary trend in the euro zone, while a
mild recession is expected in 2012. Downside risks remain
significant, although they have moderated compared to earlier this
year. Major downside risks include an increase in the potential
magnitude of the euro area recession, the risk of an oil supply
shock weighing negatively on consumer purchasing power and home
prices, ongoing and policy-induced banking sector deleveraging
leading to a tightening of bank lending standards and credit
contraction, financial market turmoil continuing to negatively
impact consumer and business confidence, persistently high
unemployment levels, and weak housing markets, any or all of which
will continue to constrain growth.

The methodologies used in this rating were "Moody's Approach to
Rating SF CDOs" published in May 2012, and "Moody's Approach to
Rating Commercial Real Estate CDOs" published in July 2011.


CSAM FUNDING II: S&P Raises Ratings on Two Note Classes From 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B-1, B-2, C-1, and C-2 notes from CSAM Funding II, a U.S.
collateralized loan obligation (CLO) transaction managed by CSFB
Alternative Capital Inc. "At the same time, we removed our rating
on the class A notes from CreditWatch with positive implications,
where we placed it on April 18, 2012. Concurrently, we affirmed
our rating on the class D notes," S&P said.

"The upgrades mainly reflect paydowns to the class A notes and a
subsequent improvement in the credit enhancement available to
support the notes since February 2011, when we upgraded all of the
notes. Since that time, the transaction has paid down the class A
notes by approximately $101.3 million, reducing their outstanding
note balance to 44.03% of their original balance at issuance," S&P
said.

The upgrades also reflect an improvement in the
overcollateralization (O/C) available to support the notes,
primarily due to the aforementioned paydowns. The trustee reported
these O/C ratios in the July 2012 monthly report:

    The class A O/C ratio was 148.97%, compared with a reported
    ratio of 135.53% in January 2011;

    The class B O/C ratio was 118.76%,;

    The class C O/C ratio was 109.17%; and

    The class D O/C ratio was 102.82%.

"Although the coverage levels to support the notes have increased
since our last review, the transaction has reported a slight
decline in the values of the class B, C, and D O/C ratios through
the same period. This is due to the long dated securities that the
transaction is holding and a haircut that is being applied to the
par amount of said assets when calculating the coverage tests. In
the July 2012 report, the trustee reported approximately $50.9
million or 20.2% in underlying collateral that matures after the
legal final maturity of the transaction. Exposure to these long-
dated assets leaves the transaction subject to potential market
value risks. The rating actions reflect this potentially negative
exposure," S&P said.

"We affirmed our rating on the class D 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 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

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

RATING AFFIRMED

CSAM Funding II
Class                Rating
D                    B+ (sf)

TRANSACTION INFORMATION
Issuer:             CSAM Funding II
Coissuer:           CSAM Funding II (Delaware) Corp.
Collateral manager: CSFB Alternative Capital Inc.
Underwriter:        Credit Suisse AG
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CDO


CSAM FUNDING III: S&P Affirms 'BB+' Rating on Class C Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2 and B notes from CSAM Funding III, a U.S. collateralized loan
obligation (CLO) transaction managed by CSFB Alternative Capital
Inc. "At the same time, we affirmed our ratings on the class A-1
and C notes and removed our ratings on the class A-2, B, and C
notes from CreditWatch with positive implications, where we placed
them on April 18, 2012," S&P said.

"The upgrades mainly reflect paydowns to the class A-1 notes and a
subsequent improvement in the credit enhancement available to
support the notes since April 2011, when we upgraded all of the
notes. Since that time, the transaction has paid down the class A-
1 notes by approximately $145.4 million, reducing their
outstanding note balance to 33.78% of their original balance at
issuance. We affirmed our ratings on the class A-1 and C notes to
reflect the availability of credit support at the current rating
levels," S&P said.

The upgrades also reflect an improvement in the
overcollateralization (O/C) available to support the notes since
our April 2011 rating actions, driven predominantly by the
aforementioned pay downs. The trustee reported these O/C ratios in
the May 2012 monthly report:

    The class A O/C ratio was 144.87%, compared with a reported
    ratio of 128.69 in February 2011;

    The class B O/C ratio was 129.19%, compared with a reported
    ratio of 119.86% in February 2011;

    The class C O/C ratio was 117.65%, compared with a reported
    ratio of 112.84% in February 2011; and

    The class D O/C ratio was 114.40%, compared with a reported
    ratio of 110.78% in February 2011.

"It's important to note that this transaction has exposure to a
number of long-dated assets, securities held in the collateral
pool that mature after the transaction matures. Exposure to these
long-dated assets leaves the transaction subject to potential
market value risks. The May 2012 trustee report noted
approximately $82.7 million, or 32.0%, in underlying collateral
that matures after the legal final maturity of the transaction.
This potentially negative exposure has been reflected in 's rating
actions," S&P said.

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

CSAM Funding III
                   Rating
Class         To           From
A-2           AAA (sf)     AA+ (sf)/Watch Pos
B             A+ (sf)      A- (sf)/Watch Pos
C             BB+ (sf)     BB+ (sf)/Watch Pos

RATING AFFIRMED

CSAM Funding III
Class                Rating
A-1                  AAA (sf)

TRANSACTION INFORMATION
Issuer:             CSAM Funding III
Coissuer:           CSAM Funding III (Delaware) Corp.
Collateral manager: CSFB Alternative Capital Inc.
Underwriter:        Credit Suisse AG
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CDO


CT CDO III: S&P Lowers Ratings on 3 Classes to 'CCC-'; Off Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes from CT CDO III Ltd., a U.S. commercial real estate
collateralized debt obligation (CRE CDO) transaction. "At the same
time, we affirmed our ratings on 22 classes from CT CDO III Ltd.
and CT CDO IV Ltd., another U.S. CRE CDO transaction. We removed
all of the ratings from CreditWatch with negative implications,"
S&P said.

"The downgrades and affirmations reflect our analysis of the
transactions' liability structures and the credit characteristics
of the underlying collateral using our criteria for rating global
CDOs of pooled structured finance assets. 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. The lowered
ratings on classes A-2 through D from CT CDO III Ltd. are a result
of the application of the largest obligor test," 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 (the largest
obligor default test and the largest industry default test) in our
analysis," S&P said.

                          CT CDO III Ltd.

"According to the June 25, 2012, trustee report, CT CDO III Ltd.
was collateralized by 16 commercial mortgage-backed securities
(CMBS) classes ($225.6 million, 100.0%) from 10 distinct
transactions, issued between 1997 and 1999. The transaction's
liabilities totaled $230.2 million, which included accumulated
deferred interest on the class O notes," S&P said.

                          CT CDO IV Ltd.

"According to the June 20, 2012, trustee report, CT CDO IV Ltd.
was collateralized by 27 commercial mortgage-backed securities
(CMBS) classes ($197.9 million, 72.8%) from 21 distinct
transactions, issued between 1998 and 2006, and six CRE CDO
securities ($45.2 million, 16.6%). Additionally, the transaction
holds two subordinate mortgage interests ($28.8 million, 10.6%):
one is backed by the Richmond Square Mall retail property in
Richmond, Ind., and the other is backed by the Sotheby's office
property in New York, N.Y. The transaction's liabilities,
including capitalized interest, totaled $270.9 million, which
includes accumulated deferred interest. Class A-2 and all classes
subordinate to it are currently deferring interest payments, and
all interest proceeds are currently being used to pay down the
class A-1 principal balance after fees and hedge payments
subsequent to event-of-default and acceleration of payments," S&P
said.

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1111738.pdf


RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

CT CDO III Ltd.

                       Rating
Class            To               From
A-2              BB- (sf)         BBB- (sf)/Watch Neg
B                CCC- (sf)        B (sf)/Watch Neg
C                CCC- (sf)        CCC+ (sf)/Watch Neg
D                CCC- (sf)        CCC (sf)/Watch Neg

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

CT CDO III Ltd.

                       Rating
Class            To               From
E                CCC- (sf)        CCC- (sf)/Watch Neg
F                CCC- (sf)        CCC- (sf)/Watch Neg
G                CCC- (sf)        CCC- (sf)/Watch Neg
H                CCC- (sf)        CCC- (sf)/Watch Neg
J                CCC- (sf)        CCC- (sf)/Watch Neg
K                CCC- (sf)        CCC- (sf)/Watch Neg
L                CCC- (sf)        CCC- (sf)/Watch Neg
M                CCC- (sf)        CCC- (sf)/Watch Neg
N                CCC- (sf)        CCC- (sf)/Watch Neg

CT CDO IV Ltd.

                       Rating
Class            To               From
A-1              B+ (sf)          B+ (sf)/Watch Neg
C                CCC- (sf)        CCC- (sf)/Watch Neg
D-FL             CCC- (sf)        CCC- (sf)/Watch Neg
D-FX             CCC- (sf)        CCC- (sf)/Watch Neg
E                CCC- (sf)        CCC- (sf)/Watch Neg
F-FL             CCC- (sf)        CCC- (sf)/Watch Neg
F-FX             CCC- (sf)        CCC- (sf)/Watch Neg
G                CCC- (sf)        CCC- (sf)/Watch Neg
H                CCC- (sf)        CCC- (sf)/Watch Neg
J                CCC- (sf)        CCC- (sf)/Watch Neg
K                CCC- (sf)        CCC- (sf)/Watch Neg
L                CCC- (sf)        CCC- (sf)/Watch Neg
M                CCC- (sf)        CCC- (sf)/Watch Neg


CTX CDO I: S&P Lowers Ratings on 11 Classes to 'D'; Off Watch Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes from CTX CDO I Ltd., a commercial real estate
collateralized debt obligation (CRE CDO) transaction. "We removed
all of the lowered ratings from CreditWatch negative," S&P said.

"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," S&P said.

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

"The downgrades also reflect our analysis of CTX CDO I Ltd. using
our criteria for CDOs that have triggered an event of default
(EOD) after we assessed the market value of the collateral in a
liquidation scenario. Using market values from the trustee report
and third-party sources, we applied our criteria for CDOs that
have triggered EODs to determine an assessment of the fair market
value of the collateral pool in the event of liquidation. The
transaction experienced an EOD on March 26, 2010, because the par
value coverage ratio fell below 100%. We determined that at any
point after the EOD, the super-senior counterparty can direct the
sale or liquidation of the collateral. Based on our expectation of
the derived market value of the collateral, we believe the full
repayment of principal for classes A through K is unlikely," S&P
said.

"According to the July 3, 2012, trustee report, CTX CDO I Ltd. was
collateralized by credit default swaps referencing 28 commercial
mortgage-backed securities (CMBS) classes ($364.7 million, 90.3%)
from 26 distinct transactions. The collateral also includes three
CMBS classes ($18.3 million, 4.5%), one CRE CDO class ($5.7
million, 3.3%), and one real estate investment trust (REIT)
security ($15 million, 1.4%). The reference and cash collateral
was issued between 2005 and 2007. Approximately 60.1% of the
collateral is either rated or credit estimated to be 'D'. The
transaction's liabilities totaled $488.8 million, which includes
accumulated deferred interest. Class C and all classes subordinate
to it are currently deferring interest," 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 determines necessary.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1111738.pdf

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

CTX CDO I Ltd.
                            Rating
Class             To                   From
Super-Senior      CCC- (sf)            CCC (sf)/Watch Neg
A                 D (sf)               CCC- (sf)/Watch Neg
B                 D (sf)               CCC- (sf)/Watch Neg
C                 D (sf)               CCC- (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


CWABS 2005-12: Moody's Takes Action on $107-Mil. Subprime RMBS
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on one tranche
and confirmed the ratings on six tranches from CWABS Asset-Backed
Certificates Trust 2005-12 backed by subprime loans. The
collateral backing the transactions are subprime residential
mortgages.

Complete rating actions are as follows:

Issuer: CWABS Asset-Backed Certificates Trust 2005-12

Cl. 1-A-4, Confirmed at Ba1 (sf); previously on May 30, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-5, Confirmed at Ba1 (sf); previously on May 30, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-6, Upgraded to Baa3 (sf); previously on May 30, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-4, Confirmed at Caa1 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-5, Confirmed at Ba3 (sf); previously on May 30, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. 4-A, Confirmed at B2 (sf); previously on May 30, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Cl. M-1, Confirmed at Caa2 (sf); previously on May 30, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

Ratings Rationale

The actions are a result of the recent performance of Subprime
pools originated after 2005 and reflect Moody's updated loss
expectations on these pools. The upgrades in the rating action are
a result of improving performance and/or structural features
resulting in lower expected losses for certain bonds than
previously anticipated.

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 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 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 subprime 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 subprime pools, Moody's
first applies a baseline delinquency rate of 10% for 2005, 19% for
2006 and 21% for 2007. 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 2005 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 0.80
to 1.8 for current delinquencies that range from 10% to greater
than 50% 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.

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 unemployment rate fell from 9.0% in April 2011 to 8.2% in June
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://moodys.com/viewresearchdoc.aspx?docid=PBS_SF292364

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


CWABS 2007-4: Moody's Lowers Rating on A-3 Tranche to 'Ca'
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings on six
tranches, upgraded the ratings on three tranches and confirmed the
ratings on five tranches from five subprime RMBS transactions
issued by Countrywide. The collateral backing the transactions are
subprime residential mortgages.

Ratings Rationale

The actions are a result of the recent performance of Subprime
pools originated after 2005 and reflect Moody's updated loss
expectations on these pools. The upgrades/downgrades in the rating
action are a result of improving/deteriorating performance and/or
structural features resulting in lower/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 "2005 -- 2008 US RMBS Surveillance Methodology"
published in July 2011.

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

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 security 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.

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 unemployment rate fell from 9.0% in April 2011 to 8.2% in June
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: CWABS Asset-Backed Certificates Trust 2005-11

  Cl. AF-3, Downgraded to Caa1 (sf); previously on May 30, 2012
  B2 (sf) Placed Under Review for Possible Downgrade

Issuer: CWABS Asset-Backed Certificates Trust 2005-8

  Cl. M-1, Upgraded to Baa2 (sf); previously on May 30, 2012
  Ba2 (sf) Placed Under Review for Possible Upgrade

  Cl. M-2, Upgraded to B3 (sf); previously on May 30, 2012
  Caa2 (sf) Placed Under Review for Possible Upgrade

  Cl. M-3, Confirmed at C (sf); previously on May 30, 2012
  C (sf) Placed Under Review for Possible Upgrade

Issuer: CWABS Asset-Backed Certificates Trust 2005-BC5

  Cl. 2-A-1, Confirmed at Baa2 (sf); previously on May 30, 2012
  Baa2 (sf) Placed Under Review for Possible Upgrade

  Cl. 2-A-2, Confirmed at Baa3 (sf); previously on May 30, 2012
  Baa3 (sf) Placed Under Review for Possible Upgrade

  Underlying Rating: Confirmed at Baa3 (sf); previously on May
  30, 2012 Baa3 (sf) Placed Under Review for Possible Upgrade

  Financial Guarantor: Syncora Guarantee Inc. (Downgraded to Ca,
  Outlook Developing on Mar 9, 2009)

  Cl. 3-A-3, Upgraded to A2 (sf); previously on May 30, 2012 Baa2
  (sf) Placed Under Review for Possible Upgrade

  Cl. M-1, Confirmed at Caa1 (sf); previously on May 30, 2012
  Caa1 (sf) Placed Under Review for Possible Upgrade

  Cl. M-2, Confirmed at C (sf); previously on May 30, 2012 C (sf)
  Placed Under Review for Possible Upgrade

Issuer: CWABS Asset-Backed Certificates Trust 2006-15

  Cl. A-2, Downgraded to B2 (sf); previously on May 30, 2012
  Ba1 (sf) Placed Under Review for Possible Downgrade

Issuer: CWABS Asset-Backed Certificates Trust 2007-4

  Cl. A-1A, Downgraded to B1 (sf); previously on May 30, 2012
  Baa3 (sf) Placed Under Review for Possible Downgrade

  Cl. A-1B, Downgraded to B1 (sf); previously on May 30, 2012
  Baa3 (sf) Placed Under Review for Possible Downgrade

  Cl. A-2, Downgraded to Caa1 (sf); previously on May 30, 2012
  B1 (sf) Placed Under Review for Possible Downgrade

  Cl. A-3, Downgraded to Ca (sf); previously on Apr 14, 2010
  Downgraded to Caa3 (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF292158

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


CWMBS REPERFORMING: Moody's Cuts Rating on 1A-PO Secs. to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches from CWMBS Reperforming Loan REMIC Trust 2003-R4. The
collateral backing this deal consists of first-lien fixed and
adjustable rate mortgage loans insured by the Federal Housing
Administration (FHA) an agency of the U.S. Department of Urban
Development (HUD) or guaranteed by the Veterans Administration
(VA).

Complete rating actions are as follows:

Issuer: Reperforming Loan REMIC Trust 2003-R4

Cl. 1A-4, Downgraded to Ba2 (sf); previously on Aug 25, 2011
Downgraded to Baa3 (sf)

Cl. 1A-PO, Downgraded to Ba3 (sf); previously on Aug 25, 2011
Downgraded to Baa3 (sf)

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

Ratings Rationale

The actions are a result of the recent performance of FHA-VA
portfolio and reflect Moody's updated loss expectations on these
pools and structural nuances of the transactions. The downgrades
are a result of higher than expected losses and the erosion credit
enhancement supporting some of these bonds. These are shifting
interest structures and the subordinate bonds are paying down
principal exposing the bonds to tail- end losses.

A FHA guarantee covers 100% of a loan's outstanding principal and
a large portion of its outstanding interest and foreclosure-
related expenses in the event that the loan defaults. A VA
guarantee covers only a portion of the principal based on the
lesser of either the sum of the current loan amount, accrued and
unpaid interest, and foreclosure expenses, or the original loan
amount. HUD usually pays claims on defaulted FHA loans when
servicers submit the claims, but can impose significant penalties
on servicers if it finds irregularities in the claim process later
during the servicer audits. This can prompt servicers to push more
expenses to the trust that they deem reasonably incurred than
submit them to HUD and face significant penalty. The rating
actions consider the portion of a defaulted loan normally not
covered by the FHA or VA guarantee and other servicer expenses
they deemed reasonably incurred and passed on to the trust.

Moody's final rating actions are based on current levels of credit
enhancement, collateral performance, and updated pool-level loss
expectations. Moody's took into account credit enhancement
provided by seniority, and other structural features within the
senior note waterfalls.

The methodologies used in this rating were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and "FHA-VA US RMBS Surveillance Methodology"
published in July 2011. The methodology used in rating Interest-
Only Securities was "Moody's Approach to Rating Structured Finance
Interest-Only Securities" published in February 2012.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast. The unemployment rate fell
from 9.1% in June 2011 to 8.2% in June 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.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF292172

A list of updated estimated pool losses and sensitivity analysis
may be found at:

  http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF256626


DLJ MORTGAGE: Moody's Affirms 'Caa2' Rating on Cl. S Securities
---------------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of five
classes of DLJ Mortgage Corporation, Series 2000-CKP1 as follows:

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

Cl. B-2, Affirmed at A3 (sf); previously on Nov 11, 2010 Upgraded
to A3 (sf)

Cl. B-3, Affirmed at Ba2 (sf); previously on Apr 28, 2010
Downgraded to Ba2 (sf)

Cl. B-5, Affirmed at C (sf); previously on Apr 28, 2010 Downgraded
to C (sf)

Cl. S, Affirmed at Caa2 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (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
16% of the current balance. At last review, Moody's cumulative
base expected loss was 12%. The current cumulative base expected
loss represents a higher percentage of the pool than at last
review because of significant paydowns. However, the dollar amount
of expected loss ($16.0 million) is essentially the same. 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 5 compared to 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 July 28, 2011.

Deal Performance

As of the July 10, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 92% to $97.7
million from $1.29 billion at securitization. The Certificates are
collateralized by 17 mortgage loans ranging in size from less than
1% to 42% of the pool, with the top ten loans representing 90% of
the pool. There are no loans that have defeased and no loans have
an investment grade credit assessment.

Three loans, representing 21% 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.

Fifty-nine loans have been liquidated from the pool, of which 46
have resulted in a realized loss of $63 million (26% loss
severity). Currently 11 loans, representing 35% of the pool, are
in special servicing. The largest specially serviced loan is the
Crystal Mountain and Lake Pointe Center Portfolio Loan ($8.1
million -- 8.4% of the pool), which is secured by two cross
collateralized office properties with an aggregate 97,600 square
feet located in Austin Texas. The loan transferred to special
servicing on September 2009 due to imminent payment default. An
overall decline in NOI since securitization can be directly
attributed to the decrease in rental income from several vacancies
at the property, as well as an increase in taxes and repairs and
maintenance. Per the borrower, the market conditions in Austin are
poor and the occupancy for the market stands at 80%.

The remaining ten specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $13 million loss
for the specially serviced loans (55% expected loss on average).

Moody's has assumed a high default probability for two poorly
performing loans representing 14% of the pool and has estimated a
$2 million loss (15% expected loss based on a 50% probability of
default) from these troubled loans.

Moody's was provided with full year 2011 operating results for 80%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 68% compared to 76% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 13% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.0%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.28X and 1.50X, respectively, compared to
1.24X and 1.44X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three performing loans represent 58% of the pool. The
largest loan is the Valencia Marketplace Power Center Loan ($41
million -- 42% of the pool), which is secured by a 530,000 square
foot (SF) power retail center located in Valencia, California. The
largest tenants are Wal-Mart (28% of the gross leasable area
(GLA), lease expiration October 2016) and Toys 'R' Us (9% of the
GLA; lease expiration January 2022). The property was 98% leased
as of December 2011 compared to 100% at last review. Performance
remains stable at the property and the loan matures on September
2013. Moody's LTV and stressed DSCR are 65% and 1.49X,
respectively, compared to 66% and 1.49X, at last review.

The second largest loan is the Kent Hill Plaza Loan ($7.7 million
-- 8% of the pool), which is secured by a 108,000 SF retail center
located in Kent, Washington. The property was 68% leased as of
March 2011. The loan was transferred to special servicing in
September 2010 for maturity default and was extended to September
2011 with an additional one year extension option until September
2012. There is a large amount of near term lease roll over, as 60%
of the GLA expires within the next year. The loan is on the
watchlist for a low DSCR and occupancy, as well as the upcoming
maturity in two months. Due to the refinance risk associated with
this loan, as well as the large amount of near term lease roll
over, Moody's has classified this as a troubled loan. Moody's LTV
and stressed DSCR are 116% and 0.89X, respectively, compared to
97% and 1.06X at last review.

The third largest loan is the Streetsboro Market Square Loan ($7.3
million -- 8% of the pool), which is secured by a 135,400 square
foot unanchored retail center located in Streetsboro Ohio, about
35 miles south east of Cleveland. The property was 87% leased as
of March 2012 compared to 85% at last review. Near term lease roll
over represents 11% within the next year, and an additional 25%
within one to two years. Moodys analysis reflects a stressed cash
flow to reflect potential income volatility due to lease
expirations. The loan matures on July 2014. Moody's LTV and
stressed DSCR are 84% and 1.23X, respectively, compared to 78% and
1.31X at last review.


EDUCATION FUNDING 2006-1: S&P Cuts Rating on Class B Notes to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B notes from Education Funding 2006-1 LLC to 'D (sf)' from 'CC
(sf)'.

"We lowered our rating to 'D (sf)' because the affected class did
not receive an interest payment on the July 25, 2012, distribution
date. This transaction breached its subordinate note interest
trigger because it failed its cumulative default and senior asset
percentage tests. It failed the cumulative default test because
its cumulative defaults of 27.9% are above the current test
threshold of 27.0% as of July 25, 2012. The senior asset
percentage test failed because the senior asset percentage (total
trust asset value divided by principal amount of senior notes
outstanding) has fallen below 100%. The senior asset percentage
was 92.9% as of July 25, 2012. The increase in defaults and
declines in the senior asset percentage reflect the effect that
the continuing poor collateral performance has had on this
transaction," S&P said.

"The subordinate note interest trigger is tested quarterly, and
the transaction can cure the breach if it passes the appropriate
performance tests on subsequent distribution dates," S&P said.

"However, we believe this transaction will continue to breach its
subordinate note interest trigger for the foreseeable future due
to the continued adverse performance trends of the underlying pool
of private student loans, including the accelerated pace at which
the transaction has been realizing defaults. The breach of the
subordinate note interest trigger, as well as the resulting
reprioritization of interest to pay down senior bonds, resulted in
an interest shortfall to the class B notes on the July 25, 2012,
distribution date," S&P said.

Standard & Poor's will continue to monitor the performance of the
student loan receivables backing this trust relative to its
cumulative default expectations and available credit enhancement.

            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


FM LEVERAGED I: S&P Affirms 'B+' Rating on Class D Notes
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B and C notes from FM Leveraged Capital Fund I Ltd., a
collateralized loan obligation (CLO) transaction managed by
GSO/Blackstone Debt Funds Management LLC. "We removed the ratings
from CreditWatch positive. At the same time, we affirmed our
ratings on the class D and E notes, and removed the rating on the
class D notes from CreditWatch with positive implications," S&P
said.

"The rating actions follow our performance review of the
transaction and primarily reflect a cumulative $153.7 million
paydown on the class A and B notes, resulting in increased
overcollateralization (O/C) available to support the notes since
our January 2011 rating actions, when we raised our ratings on
the class A, B, C, and D notes. The affirmations on the class D
and E notes reflect the availability of sufficient credit support
at the current rating levels," S&P said.

"The amount of defaulted obligations held in the transaction's
underlying portfolio declined during this period. As of June 2012,
the transaction held $15.1 million in defaulted assets, down from
$24.9 million in defaulted assets in the December 2010 trustee
report, which we referenced for our January 2011 rating actions.
Other positive factors in our analysis include the reduction of
the weighted-average life and the increase of the weighted-average
spread as the asset profile changes as a result of amortization,"
S&P said.

"Despite significant increases in the class A/B, C, and D O/C
ratios since our last rating actions, the class D and E principle
coverage tests were failing as of the June 2012 trustee report,
causing excess interest to be redirected to pay down the senior
notes, and causing the class E notes to accumulate deferred
interest. In addition, the class D notes pass our largest obligor
supplemental test, which measures concentration risk, at the 'B'
rating category or lower, while the E notes fail the largest
obligor test at the 'CCC' rating category," 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 Standard & Poor's 17g-7 Disclosure Report included in this
credit rating report is available at:

           http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

FM Leveraged Capital Fund I Ltd.
                              Rating
Class                   To           From
B                       AAA (sf)     AA/Watch Pos (sf)
C                       AA+ (sf)     A/Watch Pos (sf)
D                       B+ (sf)      B+/Watch Pos (sf)

RATING AFFIRMED

FM Leveraged Capital Fund I Ltd.
Class                   Rating
E                       CCC- (sf)


GE-WMC 2005-2: Moody's Takes Action on $184-Mil. Subprime RMBS
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on one tranche
and confirmed the ratings on two tranches from GE-WMC Asset-Backed
Pass-Through Certificates, Series 2005-2. The collateral backing
the transactions are subprime residential mortgages.

Complete rating actions are as follows:

Issuer: GE-WMC Asset-Backed Pass-Through Certificates, Series
2005-2

Cl. A-1, Upgraded to Ba3 (sf); previously on May 30, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Cl. A-2c, Confirmed at Caa1 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. A-2d, Confirmed at Ca (sf); previously on May 30, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Ratings Rationale

The actions are a result of the recent performance of Subprime
pools originated after 2005 and reflect Moody's updated loss
expectations on these pools. The upgrades in the rating action are
a result of improving performance and/or structural features
resulting in lower expected losses for certain bonds than
previously anticipated.

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 unemployment rate fell from 9.0% in April 2011 to 8.2% in June
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://moodys.com/viewresearchdoc.aspx?docid=PBS_SF292365

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




GE BUSINESS: Moody's Downgrades Ratings on 4 Securities to 'B1'
---------------------------------------------------------------
Moody's Investors Service downgraded 27 tranches in nine
securitizations and confirmed five tranches in two securitizations
issued by GE Business Loan Trusts and secured by commercial real
estate loans. As the outlook for commercial real estate prices
remains subdued, the refinancing risk for balloons loans has been
rising and severities on liquidated loans are expected to remain
relatively high. Loans with balloon payments at maturity comprise
approximately 40% to 70% of each deal's outstanding pool balance.

Ratings Rationale

Three factors promoted the downgrades: 1) an increase in
refinancing risk on significant balloon loan concentrations, 2) an
increase in average severities on liquidated loans, and 3)
substantially reduced commercial property prices that are expected
to remain at low levels for two more years.

Large balloon loan concentrations of 40% to 70% exist in the deals
impacted by the rating actions. About 10 years after origination,
approximately 15% to 35% of a pool's outstanding balance may
mature in a single year due to concentrated balloon maturities.

The large concentrations of balloon loans maturing in a single
year subject the deals to refinancing risk, which would lead to
higher defaults. For loans that had a substantial decrease in
property prices, refinancing risk is particularly heightened. As
discussed below, these loans are now expected to remain at
depressed prices for several more years. Lower property prices
increase the loan-to-value ratio (LTV), in some cases to over
100%, lowering the likelihood of obtaining refinancing.

Average severities on liquidated loans in the securitizations have
increased from approximately 15% in 2009 to 45% to 55% in 2011
through 2012 because of weakened commercial property prices. These
severities for GE small business loans are higher than Moody's had
expected, in light of the weakened property market, but are still
generally lower than those for the majority of small business loan
deals, which have average severities upwards of 65%. Given the
outlook for commercial property prices discussed below, Moody's
now believes that severities may remain at or near 45% to 55% for
several years, although severities will vary based on the
particular attributes of any given loan.

Commercial property prices currently are at low levels, as
property prices are slowly recovering from the recession. Moody's
expects property prices to remain in the area of these levels over
the next two years. Continued low commercial property prices
increase the refinancing risk on upcoming balloon maturities and
therefore increase the likelihood of default. Low commercial
property prices also will cause severities to remain relatively
high, owing to low recoveries on the sale of foreclosed
properties.

For the 2003 and 2004 securitizations, balloon loans comprising
approximately 35% to 50% of the outstanding pool balance will
mature in 2012 through 2014 and will be most affected by this
period of low commercial property prices. For the 2005, 2006, and
2007 securitizations, commercial property prices are expected to
gradually improve between now and when the majority of the balloon
loans mature in each securitization. However, many of these loans,
particularly in the 2006 and 2007 securitizations, were originated
when commercial property prices were at or near peak levels. It is
unlikely that property prices will return to these levels by the
time a majority of the balloon loans mature. For example, non-
major market commercial property prices in 2006 were approximately
30% higher than current prices, and prices are unlikely to return
to the levels seen in 2006 when balloon loans mature in 2016.

As of the June 2012 distribution date, loans 60 days or more past
due (including REO), range between approximately 1.4% to 7.4% of
the outstanding pool balance, with the exception of the 2003-1
securitization. Loans 60 days or more past due in the 2003-1
securitization are approximately 18% of the outstanding pool
balance, owing to the delinquency status of the largest loan which
comprises approximately 14% of the outstanding pool. For the Class
A tranches, credit enhancement from subordination and a reserve
account ranges from approximately 15% to 26% of the outstanding
pool balance.

Methodology

For the actions, Moody's evaluated the sufficiency of credit
enhancement by first analyzing the loans to determine an expected
lifetime net loss for each collateral pool. Moody's compared these
net losses with the available credit enhancement, consisting of
subordination, a reserve account, and excess spread. Moody's
evaluated the sufficiency of loss coverage provided by credit
enhancement in light of the magnitude and projected variability of
losses on the collateral.

In forecasting expected losses, Moody's determined the expected
losses on the fully amortizing loans and the balloons loans
separately, using different approaches for each portion.

In order to determine the portion of the fully amortizing loans
that will default, Moody's assessed the past 12 months of monthly
roll rate behavior for loans according to their delinquency status
and applied these roll rates for a 15 month stress period, the
amount of time Moody's projects a continued stressful environment
for these loans. After the stress period, Moody's then decreased
the monthly roll rates to more stable historical norms for the
remainder of the period over which Moody's calculates the loss,
typically until the pool of fully amortizing loans pays down to 5%
to 10% of its original balance.

To determine the expected loss from balloon loans, Moody's assumed
that the majority of loans that are currently 60 days or more past
due will default with 60% severity. The remaining loans are
projected to either pay off or default at their balloon maturity
dates. To evaluate whether the loan will default, Moody's
estimated the LTV at each loan's maturity date based on future
amortization of the loan and forecasted property prices, and
predicted whether each loan would achieve refinancing and, if not,
what degree of loss it would experience.

To estimate the current market value of the properties, Moody's
applied the change in the non-major market Moody's/RCA Commercial
Property Price Index (CPPI) from the date of the most recent
appraised value or broker's price opinion to July 26. To forecast
future property prices at the time of balloon maturity, Moody's
assumed that property prices will remain flat for the next two
years and then will steadily increase.

At balloon loan maturity, Moody's assumed that all balloon loans
with less than 65% LTV will be able to refinance and pay in full.
For balloon loans with expected LTVs at maturity between 65% to
105%, a portion are assumed to default. Additionally, all loans
with expected LTVs greater than 105% at the balloon maturity date
are assumed to be unable to get refinancing and to default. Loss
severities are based on the expected LTV at maturity, and
assumptions generally range from 20% for loans with less than 75%
LTV to 60% for loans with greater than 105% LTV.

The lifetime net expected losses, including losses from both the
fully amortizing and the balloon loans, are 2.3%, 2.3%, 2.6%,
2.5%, 3.1%, 4.5%, 6.3%, 6.3%, and 6.3% as a percent of the
original pool balances for the 2003-1, 2003-2, 2004-1, 2004-2,
2005-1, 2005-2, 2006-1, 2006-2, and 2007-1 securitizations,
respectively.

Because the ultimate refinance rate of the balloon loans is
unknown and the balloon maturities are concentrated, Moody's
considers the potential volatility of expected losses for these
pools to be higher than pools without balloon loans. In order to
capture this volatility, Moody's has applied higher Aaa volatility
proxies to the GE small business ABS deals impacted by the rating
actions. The higher Aaa volatility proxies in these transactions
will have the most impact on the senior tranches and lesser impact
on the subordinate tranches. The Aaa volatility proxies are 30%,
28%, 29%, 27%, 30%, 31%, 27%, 29%, and 29% for the 2003-1, 2003-2,
2004-1, 2004-2, 2005-1, 2005-2, 2006-1, 2006-2, and 2007-1
securitizations, respectively. The Aaa volatility proxy is the
level of credit enhancement that would be consistent with a Aaa
(sf) rating for the given transaction.

The primary factors for assumption uncertainty are the general
economic environment, commercial property values, and the ability
of small businesses to recover from the recession. If the
remaining expected losses increase by 20%, then the tranches may
be further downgraded.

Other methodologies and factors that Moody's may have considered
in the process of rating these transactions appear on Moody's
website. More information on Moody's analysis of this transaction
is available at www.moodys.com.

The complete rating actions are as follows:

Issuer: GE Business Loan Trust 2003-1

Class A, Downgraded to Aa2 (sf); previously on Mar 1, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Class B, Downgraded to Ba1 (sf); previously on Mar 1, 2012 A3 (sf)
Placed Under Review for Possible Downgrade

Issuer: GE Business Loan Trust 2003-2

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

Cl. B, Confirmed at A2 (sf); previously on Mar 1, 2012 A2 (sf)
Placed Under Review for Possible Downgrade

Cl. C, Confirmed at Baa2 (sf); previously on Mar 1, 2012 Baa2 (sf)
Placed Under Review for Possible Downgrade

Issuer: GE Business Loan Trust 2004-1

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

Cl. B, Downgraded to A3 (sf); previously on Mar 1, 2012 A2 (sf)
Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Ba1 (sf); previously on Mar 1, 2012 Baa2 (sf)
Placed Under Review for Possible Downgrade

Issuer: GE Business Loan Trust 2004-2

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

Cl. B, Confirmed at A2 (sf); previously on Mar 1, 2012 A2 (sf)
Placed Under Review for Possible Downgrade

Cl. C, Confirmed at Baa2 (sf); previously on Mar 1, 2012 Baa2 (sf)
Placed Under Review for Possible Downgrade

Cl. D, Confirmed at Ba2 (sf); previously on Mar 1, 2012 Ba2 (sf)
Placed Under Review for Possible Downgrade

Issuer: GE Business Loan Trust 2005-1

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

Cl. B, Downgraded to Baa3 (sf); previously on Mar 1, 2012 A2 (sf)
Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Ba2 (sf); previously on Mar 1, 2012 Baa2 (sf)
Placed Under Review for Possible Downgrade

Cl. D, Downgraded to B1 (sf); previously on Mar 1, 2012 Ba2 (sf)
Placed Under Review for Possible Downgrade

Issuer: GE Business Loan Trust 2005-2

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

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

Cl. C, Downgraded to Ba3 (sf); previously on Mar 1, 2012 Baa2 (sf)
Placed Under Review for Possible Downgrade

Cl. D, Downgraded to B1 (sf); previously on Mar 1, 2012 Ba2 (sf)
Placed Under Review for Possible Downgrade

Issuer: GE Business Loan Trust 2006-1

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

Cl. B, Downgraded to A3 (sf); previously on Mar 1, 2012 Aa2 (sf)
Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Baa3 (sf); previously on Mar 1, 2012 A2 (sf)
Placed Under Review for Possible Downgrade

Cl. D, Downgraded to B1 (sf); previously on Mar 1, 2012 Baa3 (sf)
Placed Under Review for Possible Downgrade

Issuer: GE Business Loan Trust 2006-2

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

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

Cl. C, Downgraded to Ba1 (sf); previously on Mar 1, 2012 A2 (sf)
Placed Under Review for Possible Downgrade

Cl. D, Downgraded to Ba3 (sf); previously on Mar 1, 2012 Baa2 (sf)
Placed Under Review for Possible Downgrade

Issuer: GE Business Loan Trust 2007-1

Cl. A, Downgraded to Aa3 (sf); previously on Jul 19, 2012 Aaa (sf)
Placed Under Review for Possible Downgrade

Cl. B, Downgraded to Baa1 (sf); previously on Jul 19, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Ba1 (sf); previously on Jul 19, 2012 A2 (sf)
Placed Under Review for Possible Downgrade

Cl. D, Downgraded to B1 (sf); previously on Jul 19, 2012 Baa2 (sf)
Placed Under Review for Possible Downgrade


GMACM MORTGAGE 2005-AR6: Moody's Cuts Ratings on 4 Secs. to 'C'
---------------------------------------------------------------
Moody's Investors Service has downgraded five tranches issued by
GMACM Mortgage Loan Trust 2005-AR6. The collateral backing these
deals primarily consists of first-lien, adjustable-rate prime
Jumbo residential mortgages.

The actions impact approximately $103 million of RMBS issued from
2005.

Complete rating actions are as follows:

Issuer: GMACM Mortgage Loan Trust 2005-AR6

Cl. 1-A-2, Downgraded to C (sf); previously on May 21, 2009
Downgraded to Ca (sf)

Cl. 2-A-2, Downgraded to C (sf); previously on May 21, 2009
Downgraded to Ca (sf)

Cl. 3-A-2, Downgraded to C (sf); previously on May 21, 2009
Downgraded to Ca (sf)

Cl. 4-A-1, Downgraded to Caa1 (sf); previously on May 30, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-2, Downgraded to C (sf); previously on May 21, 2009
Downgraded to Ca (sf)

Ratings Rationale

The actions are a result of the recent performance of Prime jumbo
pools originated on or after 2005 and reflect Moody's updated loss
expectations on these pools. The downgrades are a result of
deteriorating performance and structural features resulting in
higher expected losses for certain bonds than previously
anticipated.

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. 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 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 prime jumbo 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 prime jumbo pools, Moody's
first applies a baseline delinquency rate of 3.5% for 2005, 6.5%
for 2006 and 7.5% for 2007. 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 2005 pool with 75 loans,
the adjusted rate of new delinquency is 3.54%. 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 0.20
to 2.0 for current delinquencies that range from less than 2.5% to
greater than 50% 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 bonds, in addition to the
approach 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 June 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_SF292441

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_SF196023


GRAMERCY PARK: S&P Rates $27.5-Mil. Class D Notes 'BB'
------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Gramercy Park CLO Ltd./Gramercy Park CLO Corp.'s
$455.45 million floating-rate notes.

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

The preliminary ratings are based on information as of July 24,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

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

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

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

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

    * The collateral manager's experienced management team.

    * "Our projections regarding the timely interest and ultimate
      principal payments on the preliminary rated notes, which we
      assessed using our cash flow analysis and assumptions
      commensurate with the assigned preliminary ratings under
      various interest-rate scenarios, including LIBOR ranging
      from 0.34%-12.53%," S&P said.

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

    * The transaction's interest diversion 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; collateral manager
      incentive fees; and subordinated note payments into
      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/1111738.pdf

PRELIMINARY RATINGS ASSIGNED
Gramercy Park CLO Ltd./Gramercy Park CLO Corp.

Class                  Rating          Amount
                                     (mil. $)
A-1                    AAA (sf)         327.5
A-2                    AA (sf)          33.70
B (deferrable)         A (sf)           42.50
C (deferrable)         BBB (sf)         24.50
D (deferrable)         BB (sf)          27.50
Subordinated notes     NR               58.15

NR-Not rated.


GREENWICH CAPITAL 2007-GG9: Moody's Cuts Ratings on 3 Certs to C
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of eleven
classes, confirmed one class and affirmed nine classes of
Greenwich Capital Commercial Funding Corp., Commercial Mortgage
Trust 2007-GG9, Commercial Mortgage Pass-Through Certificates,
Series 2007-GG9 as follows:

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

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

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

Cl. A-4, Downgraded to Aa3 (sf); previously on Mar 19, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-1-A, Downgraded to Aa3 (sf); previously on Mar 19, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Downgraded to Baa3 (sf); previously on Apr 26, 2012
Downgraded to A1 (sf) and Remained On Review for Possible
Downgrade

Cl. A-MFL, Downgraded to Baa3 (sf); previously on Apr 26, 2012
Downgraded to A1 (sf) and Remained On Review for Possible
Downgrade

Cl. A-J, Downgraded to Caa1 (sf); previously on Apr 26, 2012
Downgraded to Ba2 (sf) and Remained On Review for Possible
Downgrade

Cl. B, Downgraded to Caa2 (sf); previously on Apr 26, 2012
Downgraded to Ba3 (sf) and Remained On Review for Possible
Downgrade

Cl. C, Downgraded to Caa3 (sf); previously on Apr 26, 2012
Downgraded to B2 (sf) and Remained On Review for Possible
Downgrade

Cl. D, Downgraded to Ca (sf); previously on Apr 26, 2012
Downgraded to B3 (sf) and Remained On Review for Possible
Downgrade

Cl. E, Downgraded to C (sf); previously on Apr 26, 2012 Downgraded
to Caa1 (sf) and Remained On Review for Possible Downgrade

Cl. F, Downgraded to C (sf); previously on Apr 26, 2012 Downgraded
to Caa2 (sf) and Remained On Review for Possible Downgrade

Cl. G, Downgraded to C (sf); previously on Apr 26, 2012 Downgraded
to Ca (sf)

Cl. H, Affirmed at C (sf); previously on Apr 26, 2012 Downgraded
to C (sf)

Cl. J, Affirmed at C (sf); previously on Apr 26, 2012 Downgraded
to C (sf)

Cl. K, Affirmed at C (sf); previously on Apr 26, 2012 Downgraded
to C (sf)

Cl. L, Affirmed at C (sf); previously on Apr 26, 2012 Downgraded
to C (sf)

Cl. M, Affirmed at C (sf); previously on Apr 26, 2012 Downgraded
to C (sf)

Cl. N, Affirmed at C (sf); previously on Apr 26, 2012 Downgraded
to C (sf)

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

Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans and increased interest shortfalls.
Interest shortfalls are currently affecting Class C and are
expected to increase as a result of the loan modifications for
some of the largest loans in special servicing.

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 are sufficient to
maintain their current ratings.

The rating of the IO class, Class X, is consistent with the credit
profile of its referenced classes and thus is confirmed.

On April 26, 2012 Moody's placed eight classes on review for
possible downgrade. This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
13.4% of the current balance. At last full review, Moody's
cumulative base expected loss was 11.2%. 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 32, which is the same as at 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 April 26, 2012.

Deal Performance

As of the July 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 10% to $5.90
billion from $6.58 billion at securitization. The Certificates are
collateralized by 172 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans representing
43% of the pool. Two loans, representing 9% of the pool, have
investment grade credit assessments.

Forty-six 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.

Twenty-one loans have been liquidated from the pool since
securitization, resulting in an aggregate $126.7 million loss (40%
loss severity on average). Currently 33 loans, representing 26% of
the pool, are in special servicing. The largest loan in special
servicing is the Schron Industrial Portfolio loan ($305 million --
5.2% of the pool). The loan is secured by 36 industrial properties
located on Long Island, New York. The loan transferred into
special servicing in December 2010 due to payment default. The
loan was modified in July 2012 and split into an A/B note
structure with a temporary rate reduction on the A-note and
deferral of interest on the B-note. This is expected to cause an
increase in interest shortfalls beginning with the next remittance
statement. The portfolio was 64% leased as of May 2012 compared to
79% as of August 2011, with a significant amount of leases due to
mature within the next 12 months. The portfolio was valued at $191
million as of February 1, 2012.

The second and third specially serviced loans are the Peachtree
Center Loan and Hyatt Regency - Bethesda Loan, representing 3.5%
and 2.4%, respectively, of the pool. The Peachtree Center Loan
($207.6 million) was modified into a $140.0 million A-note and
$67.6 million B-note with the B-note having 0% coupon. The
reduction of interest on the B-note will contribute to future
interest shortfalls. A foreclosure sale date is set in August 2012
for the Hyatt Regency Loan ($140.0 million). The remaining
specially serviced loans are secured by a mix of property types.

The master servicer has recognized an aggregate $442.2 million
appraisal reduction for the specially serviced loans. Moody's has
estimated an aggregate loss of $554.9 million (51% expected loss
on average) for the specially serviced loans.

Moody's has assumed a high default probability for 46 poorly
performing loans representing 17% of the pool and has estimated a
$149.2 million loss (15% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2010 and partial year 2011
operating results for 100% of the performing pool. Excluding
specially serviced and troubled loans, Moody's weighted average
LTV is 108% compared to 111% at last full review. Moody's net cash
flow reflects a weighted average haircut of 7% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.0%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.37X and 0.92X, respectively, compared to
1.32X and 0.88X 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 590 Madison
Avenue Loan ($350 million -- 5.9% of the pool), which is secured
by a 1.0 million square foot (SF) Class A office building located
in Midtown Manhattan. The loan is interest only for its entire ten
year term. The property was 91% leased as of December 2011, the
same as at last review. Property performance is in line with last
review. Moody's current credit assessment and stressed DSCR are
Aa3 and 1.54X, the same as at last review.

The second loan with a credit assessment is the Merchandise Mart
Loan ($175 million -- 3.0% of the pool), which represents a pari-
passu interest in a $350 million loan. The loan is interest only
for its entire ten year term. There is additional mezzanine debt
of $300 million. The loan is secured by 3.4 million SF mixed-use
office and design showroom building located in Chicago, Illinois.
The property was 92% leased as of December 2011, same as at last
review. Property performance is in line with last review. Moody's
current credit estimate and stressed DSCR are Baa3 and 1.39X, same
as at last review.

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

The second largest loan is the 667 Madison Avenue Loan ($250
million -- 4.2% of the pool), which is secured by a 250,000 SF
Class A office building located in Midtown Manhattan. The loan is
interest only for its entire ten year term. The property was 97%
leased as of December 2011, same as at last review. Property
performance is in line with last review. Moody's LTV and stressed
DSCR are 106% and 0.87X, the same as at last review.

The third largest loan is the TIAA RexCorp Long Island Portfolio
($235.9 million -- 4.0% of the pool), which is secured by five
suburban office buildings totaling 1.2 million SF located in Long
Island, New York. The loan is interest only for its entire ten
year term. The portfolio was 87% leased as of December 2011, same
as at last review. Property performance is in line with last
review. Moody's LTV and stressed DSCR are 122% and 0.82X, the same
as at last review.


GS MORTGAGE 2003-C1: Fitch Affirms 'CCCsf' Rating on Class P Certs
------------------------------------------------------------------
Fitch Ratings has affirmed all classes of GS Mortgage Securities
Corporation II's commercial mortgage pass-through certificates,
series 2003-C1.

The rating affirmations reflect stable performance and sufficient
credit enhancement to the rated classes.  Fitch modeled losses of
1.2% of the remaining pool; expected losses of the original pool
balance are at 0.6%, including realized losses of 0.1%.

As of the July 2012 distribution date, the pool's aggregate
principal balance has been paid down by approximately 58% to $680
million from $1.61 billion at issuance.  Twelve loans (44.2%) have
defeased, including the largest loan (30.5%).  Of the original 76
loans, 38 remain.  One loan (1%) has been identified as a Fitch
Loan of Concern.  There are no loans in special servicing as of
July 2012. Interest shortfalls are only affecting the non-rated
class S.

Fitch has affirmed the following classes:

  -- $471.9 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $54.4 million class B at 'AAAsf'; Outlook Stable;
  -- $16.1 million class C at 'AAAsf'; Outlook Stable;
  -- $12.1 million class D at 'AAAsf'; Outlook Stable;
  -- $18.1 million class E at 'AAAsf'; Outlook Stable;
  -- $12.1 million class F at 'AAAsf'; Outlook Stable;
  -- $20.1 million class G at 'AAsf'; Outlook Stable;
  -- $12.1 million class H at 'Asf'; Outlook Stable;
  -- $12.1 million class J at 'BBB+sf'; Outlook Stable;
  -- $12.1 million class K at 'BBBsf'; Outlook Stable;
  -- $8.1 million class L at 'BB+sf'; Outlook Stable;
  -- $6 million class M at 'BBsf'; Outlook Stable;
  -- $6 million class N at 'B+sf'; Outlook Stable;
  -- $2 million class O at 'Bsf'; Outlook Stable;
  -- $4 million class P at 'CCCsf'/RE95%.

Classes A-1, A-2A, A-2B and the interest-only class X-2 have paid
in full.  Fitch does not rate class S.  Fitch has previously
withdrawn the rating on the interest-only classes X-1.


GS MORTGAGE 2007-EOP: Fitch Affirms Low-B Rating on 2 Sec Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings on 13 classes of GS
Mortgage Securities Corp II, series 2007-EOP.

The rating affirmations reflect the continued stable operating
performance of the portfolio since Fitch's prior rating action.
The Rating Outlooks reflect the likely direction of any changes to
the ratings over the next one to two years.

The certificates are collateralized by a single $4.8 billion non-
recourse floating-rate loan secured by over 90 office properties,
down from approximately 135 at issuance.  Security for the loan is
comprised of mortgages, equity pledges in joint ventures and cash
flow pledges.  In addition, there is approximately $1.6 billion of
mezzanine debt held outside the trust.

Initially, the loan was modified in December 2010, extending the
original maturity date to February 2012.  The loan has since been
extended to 2013, with an additional one-year workout extension
option added, putting the fully extended maturity date of the loan
to February 2014.  In exchange for the extensions, the sponsor has
agreed to certain conditions including the payment of additional
interest spread and scheduled amortization payments of $200
million over the fully extended term.  Previously, the loan was
structured as interest only.

The largest property in the pool (13.5%) is 1095 Avenue of the
Americas located across from Bryant Park in mid-town Manhattan.
The property underwent significant interior and exterior
renovations at issuance that have now been completed.  As of March
2012, the property is approximately 95.6% occupied with minimal
rollover before year-end 2014.

The remainder of the portfolio includes office properties located
in top tier markets in Boston, New York and Northern and Southern
California.  The top 10 properties account for approximately 40.1%
of the allocated loan balance with no single property, other than
the Verizon Building, representing more than 4.5% of the
collateral.  Leasing activity has improved slightly over the past
year and occupancy across the portfolio as of March 2021 was
approximately 85.3% as compared to 85% in March 2011

Fitch affirms the following classes as indicated:

  -- $727.3 million class A-1 at 'AAAsf'; Outlook Stable;
  -- $584.8 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $606.5 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $370.3 million class B at 'AAAsf'; Outlook Stable;
  -- $432.3 million class C at 'AAsf'; Outlook Stable;
  -- $220 million class D at 'AA-sf'; Outlook Stable;
  -- $237.9 million class E at 'A+sf'; Outlook Stable;
  -- $214.7 million class F at 'Asf'; Outlook Stable;
  -- $142.4 million class G at 'A-sf'; Outlook Stable;
  -- $142.4 million class H at 'BBB+sf'; Outlook Stable;
  -- $395 million class J at 'BBB-sf'; Outlook to Stable from
     Negative;
  -- $213.6 million class K at 'BBsf'; Outlook Negative;
  -- $534 million class L at 'B-sf'; Outlook Negative.

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


GSAA HOME 2004-11: Moody's Confirms 'Caa3' Rating on M-1 Tranche
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of one tranche
and confirmed the rating of one tranche issued by GSAA Home Equity
Trust 2004-11.

Ratings Rationale

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

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

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 June 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 2004-11

Cl. 2A1, Upgraded to A2 (sf); previously on Mar 15, 2011
Downgraded to Baa1 (sf)

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

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF292452

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


GSAMP TRUST 2007-HSBC1: Moody's Hikes Rating on M-2 Tranche to Ca
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on two tranches
and confirmed the ratings on one tranche from GSAMP Trust 2007-
HSBC1. The collateral backing the transactions are subprime
residential mortgages.

Complete rating actions are as follows:

Issuer: GSAMP Trust 2007-HSBC1

Cl. M-1, Upgraded to Caa1 (sf); previously on May 30, 2012 C (sf)
Placed Under Review for Possible Upgrade

Cl. M-2, Upgraded to Ca (sf); previously on May 30, 2012 C (sf)
Placed Under Review for Possible Upgrade

Cl. M-3, Confirmed at C (sf); previously on May 30, 2012 C (sf)
Placed Under Review for Possible Upgrade

Ratings Rationale

The actions are a result of the recent performance of Subprime
pools originated after 2005 and reflect Moody's updated loss
expectations on these pools. The upgrades in the rating action are
a result of improving performance and/or structural features
resulting in lower expected losses for certain bonds than
previously anticipated.

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 unemployment rate fell from 9.0% in April 2011 to 8.2% in June
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://moodys.com/viewresearchdoc.aspx?docid=PBS_SF292366

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


HELLER 1998-1: Fitch Affirms Low-B Rating on 2 Certificate Classes
------------------------------------------------------------------
Fitch Ratings affirms Heller SBA Corp. pass-through adjustable-
rate certificates, series 1998-1 as follows:

  -- Class A at 'AAsf'; Outlook Negative;
  -- Class M-1 at 'Asf'; Outlook Negative;
  -- Class M-2 at 'BBBsf'; Outlook Negative;
  -- Class M-3 at 'BBsf'; Outlook Negative;
  -- Class B at 'Bsf'; Outlook Negative.

The affirmations reflect increasing credit enhancement and strong
obligor loss coverage, despite high levels of delinquencies. As of
the July 2012 reporting period, 29.28% of the pool is currently
delinquent.  Cumulative net losses to date are 3.45%. Due to
delinquency performance and the resulting loss expectation on the
delinquent loans, the transaction continues to experience multiple
compression under Fitch's cash flow modeling analysis, detailed
below.  However, obligor concentration coverage is significantly
strong with coverage exceeding the obligor thresholds for the
current ratings, as detailed below.

The Negative Rating Outlooks are a result of the higher
delinquency roll rate the transaction continues to experience.  As
late-stage delinquencies continue through the liquidation process,
credit enhancement may be materially affected if ultimate
recoveries are lower than expected.  Furthermore, Fitch will
continue to monitor the series as the transaction amortizes to
assess the impact of increasing obligor concentrations.  As
obligor counts for the pools continue to decline and tail risk
increases, Fitch will review the transaction for potential ratings
action or withdrawals.

In reviewing the transactions, Fitch took into account analytical
considerations outlined in Fitch's 'Global Structured Finance
Rating Criteria', issued June 6, 2012, including asset quality,
credit enhancement, financial structure, legal structure, and
originator and servicer quality.

Fitch's analysis incorporated a review of collateral
characteristics, in particular, focusing on delinquent and
defaulted loans within the pool.  All loans over 60 days
delinquent were deemed defaulted loans.  The defaulted loans were
applied loss and recovery expectations based on collateral type
and historical recovery performance to establish an expected net
loss assumption for the transaction.  Fitch stressed the cash
flows generated by the underlying assets by applying its expected
net loss assumption.  Furthermore, Fitch applied a loss multiplier
to evaluate break-even cash flow runs to determine the level of
expected cumulative losses the structure can withstand at a given
rating level.  The loss multiplier scale utilized is consistent
with that of other commercial ABS transactions.

Additionally, to review possible concentration risks within the
pool, Fitch evaluated the impact of the default of the largest
performing obligors.  Similar to the analysis detailed above,
Fitch applied loss and recovery expectations to the performing
obligors based on collateral type and historical recovery
performance.  The expected loss assumption was then compared to
the credit support available to the outstanding notes given
Fitch's expected losses on the currently defaulted loans.
Consistent with the obligor approach detailed in 'Rating US
Equipment Lease and Loan Securitizations', dated Jan. 12, 2012,
Fitch applied losses from the largest performing obligors
commensurate with the individual rating category. The number of
obligors ranges from 20 at 'AAA' to five at 'B'.

Fitch will continue to closely monitor these transactions and may
take additional rating action in the event of changes in
performance and credit enhancement measures.


HEWETT'S ISLAND: S&P Affirms 'CCC-' Rating on Class D Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, B-1, and B-2 notes from Hewett's Island CLO III Ltd., a
collateralized loan obligation (CLO) transaction managed by
Commercial Industrial Finance Corp. (CIFC). "We also affirmed our
ratings on the class C and D notes. Concurrently, we removed our
ratings on the class A-2, B-1, B-2, C, and D notes from
CreditWatch, where we placed them with positive implications on
April 18, 2012," S&P said.

"The transaction is in its amortization phase and continues to pay
down the class A-1 note. The balance of the class A-1 note after
the May 2012 paydown is currently 52.3% of its original balance,
down from 88.8% in February 2011 when we last upgraded the note,"
S&P said.

"The transaction is structured such that the class B-1 receives a
specified sum as a paydown in every distribution date. As a
result, the current balance of the class B-1 note is down to $2.1
million, which is 16.67% of its original balance," S&P said.

The lower balance of the notes increased the overcollateralization
(O/C) ratios. The trustee reported these O/C ratios in its March
31, 2012, monthly report:

    * The senior notes O/C (measured at the class A-2 level) ratio
      was 128.57%, compared with a reported ratio of 117.82% in
      February 2011;

    * The class B-2 O/C ratio was 118.95%, compared with a
      reported ratio of 112.29% in February 2011;

    * The class C O/C ratio was 110.67%, compared with a reported
      ratio of 107.25% in February 2011; and

    * The class D O/C ratio was 104.31%, compared with a reported
      ratio of 103.05% in February 2011.

"We raised the ratings on the class A-1, A-2, B-1, and B-2 notes
due to an increase in credit support. The ratings on the class C
and D notes remain constrained by the top obligor test. We
therefore affirmed them at their current levels," S&P said.

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

RATING AND CREDITWATCH ACTIONS

Hewett's Island CLO III Ltd.
              Rating
Class     To           From
A-1       AAA (sf)     AA+ (sf)
A-2       AA+ (sf)     A+ (sf)/Watch Pos
B-1       AA+ (sf)     A+ (sf)/Watch Pos
B-2       A+ (sf)      BBB+ (sf)/Watch Pos
C         BB+ (sf)     BB+ (sf)/Watch Pos
D         CCC- (sf)    CCC- (sf)/Watch Pos

TRANSACTION INFORMATION

Issuer:             Hewett's Island CLO III Ltd.
Collateral manager: CIFC
Trustee:            Deutsche Bank Trust Co. Americas
Transaction type:   Cash flow CLO


IMPAC SECURED: Moody's Lowers Rating on One Tranche to 'Caa1'
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 12
tranches, confirmed the ratings of two tranches and placed on
watch the ratings of six tranches from four RMBS transactions,
backed by Alt-A loans, issued by Impac.

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 final ratings on the bonds also
reflect the estimated losses under different cash-flow scenarios.
Moody's current approach uses Structured Finance Workstation(R)
(SFW), the cash flow model developed by Moody's Wall Street
Analytics to project losses to the individual bonds under a
variety of loss and prepayment scenarios.

The actions taken on the Impac CMB Trust 2004-6 transaction
reflect a correction to Moody's prior analysis. In this
transaction, principal is always distributed pro-rata to the
subordinate and senior tranches. Due to the pro-rata payment,
credit enhancement for the senior bonds erodes over time, and
these bonds could be exposed to tail-end losses. In Moody's prior
rating analysis, credit enhancement to the bonds was not adjusted
to reflect the pro-rata pay structure. In addition, Cl. 1-A-2 and
Cl. 1-A-3 remain on watch direction uncertain pending
clarification from Impac regarding super seniority - the
prospectus supplement allows for the Cl. 1-A-3 to act as a support
to the Cl. 1-A-2 while the Indenture allows for the reverse with
Cl. 1-A-2 as a support for Cl. 1-A-3.

Rating actions on the Impac Secured Assets Corp. 2004-3 reflect
the allocation of losses to Cl. 1-A-5 as stated in the prospectus
supplement and as confirmed by the bond administrator. The PSA
however, states that no realized losses will be allocated to Class
A certificates, although it does refer to the allocation of losses
on Cl. 1-A-5 within its definitions of "Allocated Realized Loss
Amounts," "Certificate Principal Balance," and "Subsequent
Recoveries". Moody's has highlighted this document discrepancy to
Impac.

Moody's rating actions on Impac Secured Assets Corp 2002-2 and
2003-2 reflect the inconsistency in loss allocation as reported by
the trustee and that noted in the PSA. Certain remittance reports
have indicated that losses (other than realized losses) have been
allocated to the subordinate classes to bring the total
outstanding bond balance equal to the outstanding collateral
balance. The PSA for these transactions do not explicitly detail
this allocation. As such, certain mezzanine tranches from these
transactions remain on watch pending clarification on the loss
allocation from the trustee.

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 June 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: Impac CMB Trust Series 2004-6 Collateralized Asset-Backed
Bonds, Series 2004-6

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

Cl. 1-A-2, Baa1 (sf) Placed Under Review Direction Uncertain;
previously on Mar 30, 2011 Downgraded to Baa1 (sf)

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

Cl. 2-A, Downgraded to Baa1 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Baa1 (sf); previously on Jan 31,
2012 A2 (sf) Placed Under Review for Possible Downgrade

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

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

Cl. M-2, Downgraded to B3 (sf); previously on Jan 31, 2012 B1 (sf)
Placed Under Review for Possible Downgrade

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2002-2

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

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

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

Cl. M-3, Downgraded to B3 (sf) and Remains On Review for Possible
Downgrade; previously on Jan 31, 2012 Ba1 (sf) Placed Under Review
for Possible Downgrade

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2003-2

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

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

Cl. A-3, Downgraded to A1 (sf); previously on Feb 22, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

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

Cl. A-PO, Downgraded to A1 (sf); previously on Mar 30, 2011
Downgraded to Aa1 (sf)

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

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

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2004-3

Cl. 1-A-5, Downgraded to Aa1 (sf); previously on Mar 30, 2011
Confirmed at Aaa (sf)

Cl. M-1, Downgraded to Baa1 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Downgraded to Caa1 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF292431

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


INDYMAC LOAN 2004-L1: Moody's Withdraws 'C' Rating on Cl. B Loan
----------------------------------------------------------------
Moody's Investors Service has withdrawn the rating of Class B from
IndyMac Loan Trust 2004-L1. The tranche is backed by a pool of
mortgage loans with a pool factor less than 5% and containing
fewer than 40 loans.

Complete rating actions are as follows:

Issuer: IndyMac Loan Trust 2004-L1

Cl. B, Withdrawn (sf); previously on Sep 30, 2009 Downgraded to C
(sf)

Ratings Rationale

Moody's current RMBS surveillance methodologies apply to pools
with at least 40 loans and a pool factor of greater than 5%. As a
result, 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
or pool insurance).

Moody's has withdrawn the rating pursuant to published rating
methodologies that allow for the withdrawal of the rating if the
size of the underlying collateral pool at the time of the
withdrawal has fallen below a specified level.

In order to estimate losses on the lot loan pools, Moody's first
estimates lifetime default rate from the current delinquency
pipeline and then apply loan severity. To obtain defaults due to
the current delinquency pipeline Moody's first calculates defaults
by applying lifetime default frequencies ("roll rates") to the
current delinquency buckets. These roll rates indicate the
percentage of borrowers in each delinquency bucket that are
expected to ultimately default. The lifetime roll rates that
Moody's assumes are at 75% for current loans, 90% for 30 day
delinquent loans, and 100% for loans more than 30 days delinquent,
in foreclosure or REO (Real Estate Owned). Severities have been
estimated at 90%. Moody's then utilizes a static analysis, wherein
total credit enhancement ("CE") for a bond, including excess
spread, subordination, overcollateralization is compared to
expected losses on the mortgage pool(s) supporting that bond. The
rating on each bond is determined by the resulting ratio of a
bond's total CE to its related mortgage pool loss.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF292740


JER CRE 2006-2: S&P Cuts Ratings on 8 Note Classes to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
from 'CCC- (sf)' on eight classes of notes from JER CRE CDO 2006-2
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," 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, default patterns, and timings of the
collateral. The criteria also include supplemental stress tests
(the largest obligor default test and the largest industry default
test)," S&P said.

"The downgrades also reflect our analysis of the transaction
following the termination of the interest rate swap contract for
the transaction, resulting in a payment to the hedge counterparty.
We expect that the interest payments on these classes will be
deferred for an extended period of time due to the termination
payment. In addition, we expect the deferrable classes are
unlikely to be repaid in full," S&P said.

"Based on correspondences with the trustee, U.S. Bank N.A., it is
our understanding that following a payment default, the hedge
counterparty terminated the interest rate swap contract for the
transaction. The termination of the hedge triggered a termination
payment to the counterparty in the amount of approximately $45.0
million. Based on the transaction's documents and payment
waterfall, it is our understanding the termination payments to the
hedge counterparty are made before any interest or principal
proceeds are made available to the deferrable classes," S&P said.

"According to the June 25, 2012 trustee report, remaining
outstanding interest shortfalls to the transaction totaled $63.1
million, which affected all classes. We expect that the
termination payment may not be paid in full for several years
resulting in continuing interest shortfalls to the underlying
classes, and we determined that the deferrable classes lowered to
'D (sf)' are unlikely to be repaid in full," S&P said.

According to the June 25, 2012, trustee report, the transaction's
collateral assets totaled $453.6 million, while its liabilities
(including capitalized and defaulted interest) totaled $815.5
million, which is down from $1.2 billion in liabilities at
issuance.  S&P said the transaction's current asset pool includes:

    * 52 commercial mortgage-backed securities (CMBS) tranches
      ($320.0 million, 70.5%);

    * Three subordinated loans ($75.2 million, 16.6%);

    * Four CRE CDO and Re-Remic tranches ($38.7 million, 8.5%);
      and

    * Two whole loans ($19.8 million, 4.4%).

The transaction is failing all overcollateralization and interest
coverage tests.

Standard & Poor's will continue to review whether, in its view,
the ratings assigned to the notes remain consistent with the
credit enhancement available to support them and take rating
actions as it 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/1111738.pdf

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

JER CRE CDO 2006-2 Ltd.
                  Rating
Class     To                  From
C-FL      D (sf)              CCC- (sf)/Watch Neg
C-FX      D (sf)              CCC- (sf)/Watch Neg
D-FL      D (sf)              CCC- (sf)/Watch Neg
D-FX      D (sf)              CCC- (sf)/Watch Neg
E-FL      D (sf)              CCC- (sf)/Watch Neg
E-FX      D (sf)              CCC- (sf)/Watch Neg
F-FL      D (sf)              CCC- (sf)/Watch Neg
G-FL      D (sf)              CCC- (sf)/Watch Neg


JFIN CLO 2012: S&P Gives 'BB' Rating on Class D Deferrable Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to JFIN
CLO 2012 Ltd./JFIN CLO 2012 LLC's $269.45 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.

    * "Our projections regarding the timely interest and ultimate
      principal payments on the rated notes, which we assessed
      using our cash flow analysis and assumptions commensurate
      with the assigned ratings under various interest-rate
      scenarios, including LIBOR ranging from 0.34%-12.53%," S&P
      said.

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

            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

RATINGS ASSIGNED

JFIN CLO 2012 Ltd./JFIN CLO 2012 LLC
Class                   Rating                 Amount
                                             (mil. $)
A-1                     AAA (sf)               183.00
A-2a                    AA+ (sf)                12.00
A-2b                    AA (sf)                 12.75
B-1 (deferrable)        A+ (sf)                  8.00
B-2 (deferrable)        A (sf)                  19.95
C (deferrable)          BBB (sf)                15.75
D (deferrable)          BB (sf)                 18.00
Subordinated notes      NR                      44.85

NR-Not rated.


JPMORGAN 2001-CIBC3: Fitch Junks Rating on Two Note Classes
-----------------------------------------------------------
Fitch Ratings has downgraded two classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp. 2001-CIBC3 commercial
mortgage pass-through certificates.

The downgrades reflect an increase in actual and expected losses
across the pool since last review.  Fitch modeled losses of 22.76%
of the remaining pool; expected losses of the original pool are at
3.92% (which includes 2.35% in realized losses).  Fitch has
designated 12 loans (70.98%) as Fitch Loans of Concern, which
includes nine specially serviced loans (56%).

As of the July 2012 distribution date, the pool's aggregate
principal balance has been reduced 90.74% (including realized
losses) to $59.93 million from $867.48 million at issuance.  There
are 20 of the original 125 loans remaining in the transaction.
One loan (1.40%) is defeased. Interest shortfalls are affecting
classes K, L, M and NR.

The largest contributor to losses (17.57% of pool balance) is
secured by a 107,822 square foot (sf) office property in Newark,
DE.  The property has experienced cash flow issues due to
occupancy declines.  The loan transferred to special servicing in
February 2011 due to payment default.  In June 2012, the servicer
had attempted a Note Sale for the property that had ultimately
failed as bid offers for the note did not hit the reserve price.
The servicer has scheduled a foreclosure sale for August 2012.

The second largest contributor to losses (6.52%) is secured by
three one-story mixed-use buildings totaling 85,443 sf located in
Waterford, MI near the Oakland County International Airport . The
property has suffered cash flow issues due to occupancy declines
and transferred to special servicing in April 2009.  The servicer
reported that an agreed receiver order has been finalized and is
being presented to the court for approval.  According to the
servicer the borrower continues to make partial payments
sporadically with the most recent payment received in May 2012.

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

  -- $6.5 million class J to 'CCCsf' from 'Bsf'; RE 85%;
  -- $7.6 million class K to 'Csf' from 'CCsf'; RE 0%.

Class J had previously carried a Negative Rating Outlook.

Fitch also affirms the following classes and revises the Rating
Outlook on class H as indicated:

  -- $6.6 million class E at 'AAAsf'; Outlook Stable;
  -- $10.8 million class F at 'AAsf'; Outlook Stable;
  -- $17.3 million class G at 'BBBsf'; Outlook Stable;
  -- $6.5 million class H at 'BBsf'; Outlook to Negative from
     Stable;
  -- $4.3 million class L at 'Csf'; RE 0%;
  -- $230 thousand class M at 'Dsf'; RE 0%.

Fitch does not rate class NR, which has been reduced to zero from
$16.3 million due to realized losses.  Classes A-1, A-2, A-3, B,
C, D and X-2 have paid in full.

Fitch previously withdrew the rating on the interest-only classes
X-1.


JPMORGAN 2002-CIBC5: Fitch Cuts Rating on Cl. M Securities to Csf
-----------------------------------------------------------------
Fitch Ratings has downgraded one class of JP Morgan Chase
Commercial Mortgage Securities Corporation's (JPMC) commercial
mortgage pass-through certificates, series 2002-CIBC5.

The downgrade is primarily due to an increase in Fitch expected
losses on the real estate owned (REO) asset.  Fitch modeled losses
of 3.6% of the remaining pool; expected losses of the original
pool are at 2.6%, including losses already incurred to date
(1.5%).  Fitch has identified five loans (11.5%) as Fitch Loans of
Concern, including the REO asset (3.7%).  Fitch expects class N
and the non-rated class NR to be fully depleted and class M to be
impacted from losses associated with the REO asset.

As of the July 2012 distribution date, the pool's aggregate
principal balance has reduced by 69.5% to $306.7 million from $1
billion at issuance.  There are 46 loans remaining in the pool,
including 16 (41.6%) that have fully defeased.  Interest
shortfalls totaling $0.6 million are currently affecting classes M
through NR

The largest contributor to Fitch-modeled losses is a 74,676 square
feet (SF) former A&P grocery-anchored retail center located in
Woodbridge, NJ.  The loan was transferred to special servicing in
Oct 2010 due to monetary default. A&P occupied 69.5% of the
property and closed in 2010 due to bankruptcy.  The loan became
REO in Feb. 2012.  As of 2Q12, the property is only 24% occupied.
The special servicer is working to lease up and sell the property.
Fitch expects significant losses upon liquidation of the asset
based on recent property valuations obtained by the servicer.

Fitch has downgraded the following class as indicated:

  -- $8.8 million class M to 'Csf' from 'CCsf'; RE to 35% from
     95%.

Fitch has affirmed the following classes as indicated:

  -- $487.2 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $36.4 million class B at 'AAAsf'; Outlook Stable;
  -- $13.8 million class C at 'AAAsf'; Outlook Stable;
  -- $27.6 million class D at 'AAAsf'; Outlook Stable;
  -- $13.8 million class E at 'AAAsf'; Outlook Stable;
  -- $28.9 million class F at 'AA+sf'; Outlook Stable;
  -- $16.3 million class G at 'AA-sf'; Outlook Stable;
  -- $18.8 million class H at 'BBB+sf'; Outlook Stable;
  -- $12.6 million class J at 'BBB-sf'; Outlook Negative;
  -- $5.0 million class K at 'BBsf'; Outlook Negative;
  -- $5.0 million class L at 'Bsf'; Outlook Negative;
  -- $2.5 million class N at 'Csf'; RE0%.

Class A1 and the interest only Class X-2 have paid in full.  Fitch
does not rate the class NR.  Fitch has previously withdrawn the
rating of the interest-only class X-1.


JPMORGAN 2002-CIBC5: Moody's Raises Rating on K Notes to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed nine classes of JP Morgan Chase Commercial Mortgage
Securities Corporation Commercial Mortgage Pass-Through
Certificates, Series 2002-CIBC5 as follows:

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

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

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

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

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

Cl. F, Upgraded to Aa1 (sf); previously on Sep 8, 2011 Upgraded to
Aa3 (sf)

Cl. G, Upgraded to A1 (sf); previously on Sep 8, 2011 Upgraded to
A3 (sf)

Cl. H, Upgraded to Baa2 (sf); previously on Sep 8, 2011 Upgraded
to Ba1 (sf)

Cl. J, Upgraded to B1 (sf); previously on Dec 17, 2010 Downgraded
to B3 (sf)

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

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

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

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

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

Ratings Rationale

The upgrades are due to overall improved pool financial
performance and increased credit support due to loan payoffs and
amortization. The pool has paid down 56% since the prior review
and 70% since securitization.

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
$15.3 million or 5.0% of the current balance. At last review,
Moody's cumulative base expected loss was $24.4 million or 3.5% of
the then current balance. Realized losses have increased from 1.2%
of the original balance to 1.5% 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
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 22 compared to 37 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 September 8, 2011.

Deal Performance

As of the July 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 70% to $307 million
from $1.00 billion at securitization. The Certificates are
collateralized by 46 mortgage loans ranging in size from less than
1% to 5% of the pool, with the top ten non-defeased loans
representing 41% of the pool. Sixteen loans, representing 42% of
the pool, have defeased and are secured by U.S. Government
securities. Defeasance at last review represented 11% of the pool.

Twenty-one loans, representing 41% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Seven loans have been liquidated from the pool, resulting in an
aggregate realized loss of $14.9 million (37% loss severity on
average). Currently one loan, representing 4% of the pool, is in
special servicing. The servicer has recognized an appraisal
reduction of $5.1 million for the specially serviced loan. Moody's
has estimated a $8.1 million loss for the specially serviced loan.

Moody's has assumed a high default probability for three poorly
performing loans representing 7% of the pool and has estimated an
aggregate $4.0 million loss (20% expected loss on average) from
these troubled loans.

Moody's was provided with full year 2011 operating results for 97%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 72% compared to 73% 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
9.4%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.40X and 1.51X, respectively, compared to
1.45X and 1.51X 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 16% of the pool. The largest loan is
the Edgewater Apartments Loan ($16.5 million -- 5.4% of the pool),
which is secured by a 316 unit class B apartment complex located
along the shore of Lake Washington in Seattle, Washington. The
property was 100% leased as of December 2011 compared to 99% at
the prior review. Overall, the loan is stable and benefitting from
amortization. The loan has three months remaining until maturity.
Moody's LTV and stressed DSCR are 80% and 1.29X, respectively,
compared to 83% and 1.24X at last review.

The second largest loan is the Elmwood Tower Loan ($16.4 million -
- 5.4% of the pool), which is secured by a 197,723 square foot
(SF) office tower located in Harahan, Louisiana. The property is
100% leased GSA tenants through December 2026. Overall, the loan
is stable and benefitting from amortization. The loan has one
month remaining until maturity and is expected to payoff prior to
the August remittance. Moody's LTV and stressed DSCR are 55% and
1.95X, respectively, compared to 54% and 1.99X at last review.

The third largest loan is the Surprise Towne Center Loan ($16.3
million -- 5.3% of the pool), which is secured by a 155,371 SF
anchored retail center located in Surprise, Arizona. The property
was 76% leased as of December 2011 compared to 81% at the prior
review. The property's performance declined due to a decrease in
base rental revenues from lower occupancy. The loan has four
months remaining until maturity. Moody's LTV and stressed DSCR are
88% and 1.11X, respectively, compared to 80% and 1.22X at last
review.


JPMORGAN 2004-C2: Fitch Lowers Rating on 6 Certificate Classes
--------------------------------------------------------------
Fitch Ratings has downgraded six classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp., commercial mortgage pass-
through certificates, series 2004-C2.

The downgrades reflect an increase in Fitch expected losses across
the pool, most of which are attributed to recent valuations on
specially serviced loans.  Fitch modeled losses of 3.55% of the
remaining pool; modeled losses of the original pool are at 3.88%,
including losses already incurred to date.  Fitch designated 20
loans (16.4%) as Fitch Loans of Concern.  There are four specially
serviced loans (4.4%) in the transaction.

As of the July 2012 distribution date, the pool's aggregate
principal balance has been paid down by approximately 22.5% to
$801.7 million from $1.03 billion at issuance.  Eleven loans
(14.7%) have defeased since issuance.  Interest shortfalls
totaling $389,613 are currently affecting classes M through NR.

The largest contributor to loss (1.54% of pool balance) is
collateralized by a 134,510 square foot (sf) retail center located
in Temecula, CA.  Occupancy at the property has declined to 51% as
of April 2012.  The special servicer and borrower have engaged in
negotiations for a discounted payoff as the servicer dual tracks
foreclosure.  The borrower is currently forwarding all excess cash
to the servicer.

The next largest contributor to losses (2.17%) is collateralized
by a 100,321 sf office property located in Chula Vista, CA.  The
loan was transferred to special servicing due to payment default
in March 2012.  The borrower is requesting a loan modification
which will be evaluated by the special servicer when received.
Additionally, the borrower has received a significant lease
proposal which has been approved.

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

  -- $11.6 million class F to 'BBB-sf' from 'BBBsf'; Outlook to
     Negative from Stable;
  -- $6.5 million class J to 'CCCsf' from 'Bsf'; RE 100% ;
  -- $5.2 million class K to 'CCCsf' from 'B-sf'; RE 35%;
  -- $2.6 million class L to 'CCsf' from 'B-sf'; RE 0%;
  -- $3.9 million class M to 'CCsf' from 'CCCsf'; RE 0%;
  -- $2.6 million class N to 'Csf' from 'CCsf'; RE 0%.

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

  -- $28.8 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $431.4 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $216.3 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $24.6 million class B at 'AAAf'; Outlook Stable;
  -- $10.4 million class C at AAf'; Outlook Stable;
  -- $24.6 million class D at 'Asf'; Outlook Stable;
  -- $9.1 million class E at 'BBBsf'; Outlook Stable;
  -- $7.8 million class G at 'BBsf'; Outlook to Negative from
     Stable;
  -- $11.6 million class H at 'Bsf'; Outlook to Negative from
     Stable;
  -- $2.6 million class P at 'Csf'; RE: 0%;
  -- $5.2 million class RP-1 at 'Asf'; Outlook Stable;
  -- $4 million class RP-2 at 'A-sf'; Outlook Stable;
  -- $4.3 million class RP-3 at 'BBB+sf'; Outlook Stable;
  -- $4.6 million class RP-4 at 'BBBsf'; Outlook Stable;
  -- $7 million class RP-5 at 'BBB-sf'; Outlook Stable.

Fitch does not rate the $2.2 million class NR.

The RP certificates represent an interest in a subordinate note
secured by the Republic Plaza property.  Class A-1 has been paid
in full.


KEY COMMERCIAL: Moody's Cuts Rating on Cl. F Certificates to 'C'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
and affirmed six classes of Key Commercial Mortgage Securities
Trust 2007-SL1, Commercial Mortgage Pass-Through Certificates,
Series 2007-SL1 as follows:

Cl. A-2, Affirmed at A3 (sf); previously on Mar 18, 2010
Downgraded to A3 (sf)

Cl. A-1A, Affirmed at A3 (sf); previously on Mar 18, 2010
Downgraded to A3 (sf)

Cl. B, Downgraded to Ba1 (sf); previously on Mar 18, 2010
Downgraded to Baa3 (sf)

Cl. C, Downgraded to B3 (sf); previously on Mar 18, 2010
Downgraded to B2 (sf)

Cl. D, Downgraded to Caa3 (sf); previously on Sep 16, 2010
Downgraded to Caa2 (sf)

Cl. E, Downgraded to Ca (sf); previously on Sep 16, 2010
Downgraded to Caa3 (sf)

Cl. F, Downgraded to C (sf); previously on Sep 16, 2010 Downgraded
to Ca (sf)

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

Cl. H, Affirmed at C (sf); previously on Mar 18, 2010 Downgraded
to C (sf)

Cl. J, Affirmed at C (sf); previously on Mar 18, 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 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
8.9% of the current balance compared to 5.9% 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, "CMBS: Moody's Approach to Small Loan Transactions"
published in December 2004, and "Moody's Approach to Rating
Structured Finance Interest-Only Securities" published in February
2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit 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 63 compared to 74 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 December 15, 2011.

Deal Performance

As of the July 16, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 40% to $143.4
million from $237.5 million at securitization. The Certificates
are collateralized by 104 mortgage loans ranging in size from less
than 1% to 5% of the pool, with the top ten loans representing 28%
of the pool.

Forty-four loans are on the master servicer's watchlist,
representing 42% 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.

Eleven loans have been liquidated since securitization, of which
ten loans generated an aggregate $5.8 million loss (66% average
loss severity). Currently, there are six loans in special
servicing, representing 5% of the pool. Moody's has estimated an
aggregate loss of $4.2 million for these loans (65% expected loss
overall).

Moody's has assumed a high default probability for 16 poorly
performing loans representing 14% of the pool and has estimated a
$4.9 million loss (50% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2010 and 2011 operating
results for 96% and 95% of the pool, respectively. Excluding
special serviced and troubled loans, Moody's weighted average
conduit LTV is 91% compared to 87% at last Moody's prior. Moody's
net cash flow (NCF) 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 9.5%.

Excluding special serviced and troubled loans, Moody's actual and
stressed conduit DSCRs are 1.35X and 1.28X, respectively, compared
to 1.37X and 1.32X 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.


KKR FINANCIAL 2005-2: S&P Raises Rating on Class F Notes From 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, B, C, E, and F notes from KKR Financial CLO 2005-2 Ltd.,
a collateralized loan obligation (CLO) transaction managed by KKR
Financial Advisors.

"The upgrades mainly reflect paydowns of over $244 million to the
A notes and improvements in the credit quality of the assets in
the transaction's underlying asset portfolio since our April 26,
2010, downgrades. The transaction currently holds no defaulted
assets," S&P said.

KKR Financial CLO 2005-2 Ltd. cancelled its class D notes' entire
balance of $64 million in July 2009. For the transactions that
have experienced subordinated debt cancellations, S&P's
surveillance reviews include the application of an additional
rating stress designed to assess the potential creditworthiness of
the affected transactions without the support of interest
diversion:

    * S&P generated cash flow analysis using two scenarios. The
      first scenario gave effect to the current balances of the
      notes (including any note cancellations) when modeling the
      interest or principal diversion mechanisms. For purposes of
      the second scenario, S&P assumed that currently outstanding
      subordinated tranches had been cancelled, and accordingly,
      we only reflected the balance of the senior notes in the
      calculation of any interest or principal diversion
      mechanisms.

    * For each tranche, S&P applied the lower of the rating levels
      indicated by the cash flow analysis under the two scenarios
      as the starting point for its rating analysis.

    * S&P then reviewed the level of cushion relative to its
      credit stability criteria and made further adjustments to
      the ratings that it believes are appropriate.

"The upgrades reflect our view that the tranches have adequate
credit support at the higher rating levels after applying the
additional stresses and according to our updated criteria," S&P
said.

Standard & Poor's will continue to review whether, in its opinion,
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/1111738.pdf

RATING ACTIONS

KKR Financial CLO 2005-2 Ltd.
                       Rating
Class             To            From
A-1               AAA (sf)      AA+ (sf)
A-2               AAA (sf)      AA+ (sf)
B                 AA+ (sf)      A+ (sf)
C                 A+ (sf)       BBB+ (sf)
E                 BBB+ (sf)     BB- (sf)
F                 BBB+ (sf)     B- (sf)

TRANSACTION INFORMATION

Issuer:             KKR Financial CLO 2005-2 Ltd.
Collateral manager: KKR Financial Advisors
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CLO


LB-UBS 2000-C5: Moody's Cuts Rating on Cl. X Certificates to Caa3
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of seven classes
and downgraded one class of LB-UBS Commercial Mortgage Trust 2000-
C5, Commercial Mortgage Pass-Through Certificates, Series 2000-C5
as follows:

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

Cl. D, Affirmed at A2 (sf); previously on Jul 28, 2011 Downgraded
to A2 (sf)

Cl. E, Affirmed at Ba1 (sf); previously on Jul 28, 2011 Downgraded
to Ba1 (sf)

Cl. F, Affirmed at Caa1 (sf); previously on Jul 28, 2011
Downgraded to Caa1 (sf)

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

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

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

Cl. X, Downgraded to Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (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 (DSCR) and the Herfindahl Index
(Herf), remaining within acceptable ranges. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.

The downgrade in the rating of the IO Class, Class X, is due to a
decline in the weighted average rating factor (WARF) of its
referenced classes.

Moody's rating action reflects a cumulative base expected loss of
43.5% of the current balance compared to 24.2% 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 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 3, compared to 5 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 28, 2011.

Deal Performance

As of the July 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 93% to $68.4
million from $997.2 million at securitization. The Certificates
are collateralized by nine mortgage loans ranging in size from
less than 1% to 39% of the pool. Currently one loan, representing
1% of the pool, has defeased and is secured by U.S. Government
securities. There are no loans with investment grade credit
assessments.

Two loans, representing 40% 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-nine loans have been liquidated from the pool, resulting in
an aggregate realized loss of $49.1 million (39% loss severity
overall). At last review the pool had experienced an aggregate
$44.9 million loss. Four loans, representing 56% of the pool, are
currently in special servicing. The largest specially serviced
loan is the River Plaza Loan ($23.6 million -- 34.5% of the pool),
which is secured by a 202,253 square foot (SF) office building
located in downtown Stamford, Connecticut. The loan was
transferred to special servicing in March 2009 and is now real
estate owned (REO). The property experienced a significant decline
in occupancy due to the largest tenant, which originally occupied
40% of the premises, vacating in July 2008. As of May 2012, the
property was 32% leased.

The second largest specially serviced loan is the Pebble Creek
Apartments Loan ($5.9 million -- 8.6% of the pool), which is
secured by a 180-unit multifamily complex located in Atlanta,
Georgia. The loan was transferred to special servicing in January
2010 due to imminent default. The loan became REO in January 2012.
As of June 2012, the property was 95% leased. The master servicer
has deemed the loan non-recoverable.

The third specially serviced loan is the Express Scripts Building
Loan ($5.4 million-7.3% of the pool). The loan is secured by a
mixed used property located in Albuquerque, New Mexico. The loan
transferred to special servicing in September 2010 as the result
of imminent default. The loan passed its anticipated repayment
date (ARD) on October 1, 2010. The borrower has requested a loan
modification and the loan remains current.

The remaining specially serviced loan is secured by an office
property. Moody's has estimated an aggregate $25.9 million loss
(70% expected loss on average) for all of the specially serviced
loans.

Moody's has assumed a high default probability for one poorly
performing loan representing 1% of the pool and has estimated a
$182,000 loss (25% expected loss based on a 50% probability
default) from this troubled loan.

Three loans representing 41.5% of the pool, remain in the conduit
pool. Moody's was provided with full year 2010 and partial or full
year 2011 operating results for 100% of the performing pool.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 107% compared to 69% at last full review. Moody's
net cash flow reflects a weighted average haircut of 12% to the
most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.3%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 0.80X and 1.02X, respectively, compared to
1.35X and 1.51X, 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 conduit loan is the Utica Park Place Shopping Center
Loan ($26.8 million -- 39.2% of the pool), which is secured by a
456,000 SF retail center located in Utica, Michigan. The center
was 89% leased as of December 2011 compared to 89% at last review.
The three largest tenants are Sam's Club, Home Depot and Value
City Furniture. The loan has been on the servicer's watchlist
since May 2009 for low DSCR and missing its ARD of August 11,
2010. Performance has improved significantly since last review.
Moody's LTV and stressed DSCR are 111% and 0.90X, compared to 159%
and 0.63X at last review.


LCM XI: S&P Rates $19.5MM Class E Deferrable Notes 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on LCM XI
L.P./LCM XI LLC's $439 million floating-rate notes following the
transaction's effective date as of June 8, 2012.

"Most U.S. cash flow collateralized debt obligations (CLOs) close
before purchasing the full amount of their targeted level of
portfolio collateral. On the closing date, the collateral manager
typically covenants to purchase the remaining collateral within
the guidelines specified in the transaction documents to reach the
target level of portfolio collateral. Typically, the CLO
transaction documents specify a date by which the targeted level
of portfolio collateral must be reached. The 'effective date' for
a CLO transaction is usually the earlier of the date on which the
transaction acquires the target level of portfolio collateral, or
the date defined in the transaction documents. Most transaction
documents contain provisions directing the trustee to request the
rating agencies that have issued ratings upon closing to affirm
the ratings issued on the closing date after reviewing the
effective date portfolio (typically referred to as an 'effective
date rating affirmation')," S&P said.

"An effective date rating affirmation reflects our opinion that
the portfolio collateral purchased by the issuer, as reported to
us by the trustee and collateral manager, in combination with the
transaction's structure, provides sufficient credit support to
maintain the ratings that we assigned on the transaction's closing
date. The effective date reports provide a summary of certain
information that we used in our analysis and the results of our
review based on the information presented to us," S&P said.

"We believe the transaction may see some benefit from allowing a
window of time after the closing date for the collateral manager
to acquire the remaining assets for a CLO transaction. This window
of time is typically referred to as a 'ramp-up period.' Because
some CLO transactions may acquire most of their assets from the
new issue leveraged loan market, the ramp-up period may give
collateral managers the flexibility to acquire a more diverse
portfolio of assets," S&P said.

"For a CLO that has not purchased its full target level of
portfolio collateral by the closing date, our ratings on the
closing date and prior to our effective date review are generally
based on the application of our criteria to a combination of
purchased collateral, collateral committed to be purchased, and
the indicative portfolio of assets provided to us by the
collateral manager, and may also reflect our assumptions about the
transaction's investment guidelines. This is because not all
assets in the portfolio have been purchased," S&P said.

"When we receive a request to issue an effective date rating
affirmation, we perform quantitative and qualitative analysis of
the transaction in accordance with our criteria to assess whether
the initial ratings remain consistent with the credit enhancement
based on the effective date collateral portfolio. Our analysis
relies on the use of CDO Evaluator to estimate a scenario default
rate at each rating level based on the effective date portfolio,
full cash flow modeling to determine the appropriate percentile
break-even default rate at each rating level, the application of
our supplemental tests, and the analytical judgment of a rating
committee," S&P said.

"In our published effective date report, we discuss our analysis
of the information provided by the transaction's trustee and
collateral manager in support of their request for effective date
rating affirmation. In most instances, we intend to publish an
effective date report each time we issue an effective date rating
affirmation on a publicly rated U.S. cash flow CLO," S&P said.

"On an ongoing basis after we issue an effective date rating
affirmation, we will periodically review whether, in our view, the
current ratings on the notes remain consistent with the credit
quality of the assets, the credit enhancement available to support
the notes, and other factors, and take rating actions as we deem
necessary," S&P said.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

             http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED
LCM XI L.P./LCM XI LLC

Class                                    Rating         Amount
                                                      (mil. $)
X                                        AAA (sf)          3.0
A                                        AAA (sf)        307.0
B                                        AA (sf)          52.5
C (deferrable)                           A (sf)           35.0
D-1 (deferrable)                         BBB (sf)         10.0
D-2 (deferrable)                         BBB (sf)         12.0
E (deferrable)                           BB (sf)          19.5
Subordinated notes (L.P. certificates)   NR               46.5

NR-Not rated.
L.P.-Limited partnership.


LONDON WALL 2006-1: Fitch Affirms Ratings on 6 Note Classes
-----------------------------------------------------------
Fitch Ratings has affirmed six classes of notes from London Wall
2006-1, Ltd. as follows:

  -- EUR124,000,000 class A notes at 'AAsf'; Outlook Stable;
  -- EUR76,000,000 class B1 notes at 'Asf'; Outlook Stable;
  -- US$30,000,000 class B2 notes at 'Asf'; Outlook Stable;
  -- EUR36,000,000 class C notes at 'BBBsf'; Outlook Stable;
  -- EUR36,000,000 class D notes at 'BBsf'; Outlook Stable;
  -- EUR28,000,000 class E notes at 'Bsf'; Outlook Stable.

The affirmations are based on the stable portfolio performance
since Fitch's last rating action in August 2011.  The portfolio's
current Fitch derived weighted average rating has remained at
'BBB/BBB-', with 16% carrying a Fitch derived rating below
investment-grade.  Fitch has also maintained the Stable Rating
Outlook on all classes, reflecting the expectation of continued
stability in portfolio credit quality as the reference loans
mature over the final year of the transaction.

Approximately 37% of London Wall's reference portfolio does not
carry a public rating.  In its analysis, Fitch used derived
ratings from a mapping system based on Deutsche Bank's internal
credit assessments.  Prior to closing the transaction, Deutsche
Bank provided Fitch with a large sample of entities internally
rated by the bank and publicly rated by at least one of the major
rating agencies.

These ratings and their default probabilities were run through a
linear regression analysis to facilitate the creation of a mapping
scale.  After reviewing an updated sample of credit assessments,
Fitch's view of the mapping scale has not changed since closing.
The resulting mapped Fitch ratings were applied to London Wall's
loans without a public rating for use in the Portfolio Credit
Model (PCM).  Fitch considered additional stresses on the mapped
ratings in its analysis.  Under the PCM base case and two ratings
stress scenarios, a comparison of model output to credit
enhancement for each of the rated notes indicated levels above
their current rating categories.  However, Fitch determined that
the current ratings remain appropriate due to the reliance on
Deutsche Bank's internal credit assessments on a portion of the
reference portfolio.

London Wall is a synthetic collateralized debt obligation (CDO)
referencing a EUR2.5 billion portfolio of 200 primarily senior
unsecured corporate loans.  Current attachment points range
between 4.1% for the class E notes to 12% for the class A notes.
The trust gains access to the credit risk of the portfolio via a
credit default swap between the issuer and Deutsche Bank AG, as
swap counterparty (rated 'A+/F1+' with a Stable Outlook by Fitch).
The revolving period ended in July 2010 and the portfolio is now
static, with a swap termination date in July 2013.


MLMS 2005-ACR1: S&P Lowers Rating on Class M-6 Securities to 'CC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes and affirmed our ratings on three classes from MLMS 2005-
ACR1 Ltd and SASI Finance Limited Partnership 2006-A. Both deals
are U.S. residential mortgage-backed securities (RMBS) synthetic
risk transfer transactions.

"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," S&P said.

"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 securityholders 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 securityholders is paid from funds
initially deposited into the eligible account. Principal payments
on the securities mirror the principal payments made on the
reference portfolio," S&P said.

"The reference portfolio of each reviewed transaction consists
primarily of first-lien, fixed-rate, and adjustable-rate mortgage
loans. However, the reference portfolio for SASI Finance Ltd.
Partnership 2006-A is made up of mostly prime quality mortgage
loans with an original weighted average FICO score of 743, while
the reference portfolio for MLMS 2005-ACR1 is made up of primarily
subprime mortgage loans with an original weighted average FICO
score of 635," S&P said.

"When reviewing the transactions 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 on 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 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 affirmed 'A (sf)' rating reflects our belief that projected
credit enhancement available for the affected class will be
sufficient to cover our projected losses at the current rating
level. 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 Report
included in this credit rating report is available at:

           http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

MLMS 2005-ACR1 Ltd.
Series      2005-ACR1
                               Rating
Class      CUSIP       To                   From
M-1        55311XAA3   AA- (sf)             AA+ (sf)
M-2        55311XAB1   AA- (sf)             AA (sf)
M-4        55311XAD7   B (sf)               BB (sf)
M-5        55311XAE5   CCC (sf)             B (sf)
M-6        55311XAF2   CC (sf)              CCC (sf)

SASI Finance Limited Partnership 2006-A
Series      2006-A
                               Rating
Class      CUSIP       To                   From
B3         80384AAA3   CCC (sf)             B (sf)
B5         80384AAC9   CC (sf)              CCC (sf)
B6         80384AAD7   CC (sf)              CCC (sf)
B7         80384AAE5   D (sf)               CC (sf)

RATINGS AFFIRMED

MLMS 2005-ACR1 Ltd.
Series      2005-ACR1
Class      CUSIP       Rating
M-3        55311XAC9   A (sf)
B-1        55311XAG0   CC (sf)

SASI Finance Limited Partnership 2006-A
Series      2006-A
Class      CUSIP       Rating
B4         80384AAB1   CCC (sf)


MORGAN STANLEY 2004-TOP13: Moody's Cuts Rating on M Certs to Caa2
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
and affirmed 11 classes of Morgan Stanley Capital I Trust 2004-
TOP13, Commercial Mortgage Pass-Through Certificates, Series 2004-
TOP13 as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Feb 6, 2004 Assigned
Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Feb 6, 2004 Assigned
Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Jan 13, 2011 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aa1 (sf); previously on Jan 13, 2011 Upgraded
to Aa1 (sf)

Cl. D, Affirmed at A1 (sf); previously on Jan 13, 2011 Upgraded to
A1 (sf)

Cl. E, Affirmed at A3 (sf); previously on Nov 12, 2009 Confirmed
at A3 (sf)

Cl. F, Affirmed at Baa1 (sf); previously on Nov 12, 2009 Confirmed
at Baa1 (sf)

Cl. G, Affirmed at Baa2 (sf); previously on Nov 12, 2009 Confirmed
at Baa2 (sf)

Cl. H, Downgraded to Ba1 (sf); previously on Nov 12, 2009
Confirmed at Baa3 (sf)

Cl. J, Downgraded to Ba2 (sf); previously on Nov 12, 2009
Confirmed at Ba1 (sf)

Cl. K, Downgraded to Ba3 (sf); previously on Nov 12, 2009
Confirmed at Ba2 (sf)

Cl. L, Downgraded to B2 (sf); previously on Nov 12, 2009
Downgraded to B1 (sf)

Cl. M, Downgraded to Caa2 (sf); previously on Jan 13, 2011
Downgraded to Caa1 (sf)

Cl. N, Affirmed at Ca (sf); previously on Jan 13, 2011 Downgraded
to Ca (sf)

Cl. O, Affirmed at C (sf); previously on Jan 13, 2011 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 higher realized losses and anticipated
losses from specially service 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
3.6% of the current balance. At last review, Moody's cumulative
base expected loss was 3.5%. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. While commercial real estate property
values are beginning to move in a positive direction along with a
rise in investment activity and stabilization in core property
type performance, a consistent upward trend will not be evident
until the volume of investment activity steadily increases,
distressed properties are cleared from the pipeline, and job
creation rebounds. The hotel sector is performing strongly and the
multifamily sector continues to show increases in demand. Moderate
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where growth remains slow. Performance in the retail sector has
been mixed with lackluster sales driven by discounting and
promotions. However, rising wages and reduced unemployment, along
with increased consumer confidence, is helping to spur consumer
spending. Across all property sectors, the availability of debt
capital continues to improve with increased securitization
activity of commercial real estate loans supported by a monetary
policy of low interest rates.

Moody's central global macroeconomic scenario reflects healthier
growth in the US and US growth decoupling from the recessionary
trend in the euro zone, while a mild recession is expected in
2012. Downside risks remain significant, although they have
moderated compared to earlier this year. Major downside risks
include an increase in the potential magnitude of the euro area
recession, the risk of an oil supply shock weighing negatively on
consumer purchasing power and home prices, ongoing and policy-
induced banking sector deleveraging leading to a tightening of
bank lending standards and credit contraction, financial market
turmoil continuing to negatively impact consumer and business
confidence, persistently high unemployment levels, and weak
housing markets, any or all of which will continue to constrain
growth.

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit 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 26 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 September 1, 2011.

Deal Performance

As of the July 13, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 36% to $776.4
million from $1.2 billion at securitization. The Certificates are
collateralized by 147 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten non-defeased loans
representing 41% of the pool. The pool contains four loans with
investment grade credit assessments that represent 17% of the
pool. Sixteen loans, representing 11% of the pool, have defeased
and are collateralized with U.S. Government securities.

Thirty-two 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.

Four loans have been liquidated from the pool, resulting in an
aggregate realized loss of $3.6 million (33% loss severity
overall). Three loans, representing 1% of the pool, are currently
in special servicing. Moody's has estimated an aggregate $4.0
million loss (47% expected loss on average) for the specially
serviced loans.

Moody's has assumed a high default probability for nine poorly
performing loans representing 13% of the pool and has estimated a
$15.7 million aggregate loss (15% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 operating results for 83%
of the pool's non-defeased loans. Excluding specially serviced and
troubled loans, Moody's weighted average LTV is 65% compared to
75% 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 9.5%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 2.03X and 1.95X, respectively, compared to
1.92X and 1.74X 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 GIC Office
Portfolio Loan ($86.0 million -- 11.1% of the pool), which
represents a pari passu interest in a $666.7 million first
mortgage loan. The portfolio is also encumbered by a $120 million
B-note. The loan is secured by a portfolio of 12 office properties
located in seven states and totaling 6.4 million SF. 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
assessment and stressed DSCR are Baa3 and 1.47X, the same as at
last review.

The second loan with a credit assessment is the Gallup
Headquarters Loan ($20.5 million -- 2.6% of the pool), which is
secured by a 296,000 SF office building located in Omaha,
Nebraska. The property is 100% leased to Gallup, Inc., under a
triple net lease that expires in October 2018. The lease
expiration is coterminous with the loan maturity and the loan is
fully amortizing. Performance has been stable. Moody's credit
assessment and stressed DSCR are Aa3 and 2.36X, respectively,
compared to Aa3 and 2.19X at last review.

The third loan with a credit assessment is the Hudson Mall Loan
($14.6 million -- 1.9% of the pool), which is secured by a 362,000
SF retail center located in Jersey City, New Jersey. The property
was 83% leased as of March 2012 compared to 91% at last review.
Although the performance has recently declined it is still in line
with expectations. Moody's credit assessment and stressed DSCR are
A3 and 1.8X, respectively, the same as at last review.

The fourth loan with a credit assessment is the Renaissance Manor
Loan ($10.6 million -- 1.4% of the pool), which is secured by a
184-unit multifamily complex located in North Brunswick, New
Jersey. The property was 97% leased as of December 2011, the same
as last review. Performance has been stable. Moody's credit
assessment and stressed DSCR are Baa2 and 1.52X, respectively, the
same as at last review.

The top three performing conduit loans represent 18% of the pool.
The largest loan is the U.S. Bank Tower Loan ($65.0 million --
8.4% of the pool), which represents a pari passu interest in a
$260 million first mortgage loan. The loan is secured by a 1.4
million square foot (SF) office tower and accompanying parking
garage located in downtown Los Angeles, California. The loan
sponsor is Maguire Properties. The loan was in special servicing
due to imminent default but returned to master servicer in
November 2011. The loan remains current and is interest-only for
the entire term. The property was 55% leased as of December 2011,
essentially the same as at last review. Performance has declined
since last review. Year-end 2011 net operating income (NOI) has
decreased by 31% compared to year-end 2010. The current reported
NOI DSCR is 1.07X. Due to upcoming maturity (7/1/2013) and a poor
performance, Moody's has recognized this loan as a troubled loan.
Moody's LTV and stressed DSCR are 141% and 0.71X, respectively,
compared to 135% and 0.74X at last review.

The second largest loan is the Lakeland Square Mall Loan ($51.2
million -- 6.6% of the pool), which is secured by a 393,000 SF
regional mall located in Lakeland, Florida. The center is anchored
by JC Penney, Dillard's, Macy's, Sears and Burlington Coat
Factory. As of March 2012, the inline space was 83% leased,
essentially the same at last review. Performance has been stable.
The loan sponsors are General Growth Properties, Inc. and NYS
Common Retirement Fund. Moody's LTV and stressed DSCR are 104% and
0.96X, respectively, compared to 109% and 0.91X at last review.

The third largest loan is the Galleria Plaza Shopping Center Loan
($25.0 million -- 3.2% of the pool), which is secured by a 168,000
SF shopping center located in Dallas, Texas. The center was 100%
leased as of December 2011, compared to 67% as of December 2009.
Performance has significantly improved over the last year due to
higher revenues and occupancy. Year-end 2011 NOI has increased by
43% compared to year-end 2010. Moody's LTV and stressed DSCR are
71% and 1.44X, respectively, compared to 88% and 1.17X at last
review.


MORGAN STANLEY 2006-37: Moody's Cuts Rating on US$5MM Notes to Ca
-----------------------------------------------------------------
Moody's Investors Service took the rating action on Morgan Stanley
ACES SPC, Series 2006-37, a collateralized debt obligation
transaction (the "Collateralized Synthetic Obligation" or "CSO").
The CSO references a portfolio of synthetic corporate senior
unsecured bonds.

Issuer: Morgan Stanley ACES SPC, Series 2006-37

U.S.$19,000,000 Class IA Secured Floating Rate Notes due 2016,
Downgraded to Ca (sf); previously on May 14, 2010 Downgraded to
Caa3 (sf)

JPY1,000,000,000 Class IB Secured Floating Rate Notes due 2016,
Downgraded to Ca (sf); previously on May 14, 2010 Downgraded to
Caa3 (sf)

U.S.$5,000,000 Class II Secured Floating Rate Notes due 2016,
Downgraded to Ca (sf); previously on May 14, 2010 Downgraded to
Caa3 (sf).

Ratings Rationale

Moody's rating action is the result of the minimal amount of
subordination remaining after adjusting for credit events and the
time remaining until maturity. The rating action also reflects the
deteriorating credit quality of Sprint Nextel Corporation, MBIA
Insurance Corp. and TXU Corp.

The 2006-37 Class IA, Class IB and Class II notes have less than
one percent of current subordination remaining. The portfolio has
experienced eight credit events, equivalent to 6.0% of the
portfolio based on the portfolio notional value at closing. Since
inception, the subordination of the rated tranches have been
reduced by 3.7% due to credit events on Aiful Corporation, Ambac
Assurance Corporation, CIT Group Inc., Federal Home Loan Mortgage
Corp., Federal National Mortgage Association, Idearc Inc., Lehman
Brothers Holdings Inc., and Syncora Guarantee Inc. In addition,
the portfolio is exposed to TXU Corp., which is not a credit
event, but is nonetheless rated Ca.

The portfolio is also exposed to Sprint Nextel Corporation, whose
lowest senior unsecured debt rating has been downgraded from Ba3
since the last rating action in May 2010 to B3 under review for
possible downgrade, currently, and MBIA Insurance Corp., whose
insurance financial strength rating of B3 has been put under
review for possible downgrade since the last rating action.

The CSO has a remaining life of 4.4 years.

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

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

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

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

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

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

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

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


NAAC 2004-R1: Moody's Cuts Rating on Class PT Certs. to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches from NAAC Reperforming Loan Remic Trust Certificates,
Series 2004-R1. The collateral backing this deal consists of
first-lien fixed and adjustable rate mortgage loans insured by the
Federal Housing Administration (FHA) an agency of the U.S.
Department of Urban Development (HUD) or guaranteed by the
Veterans Administration (VA).

Complete rating actions are as follows:

Issuer: NAAC Reperforming Loan Remic Trust Certificates, Series
2004-R1

Cl. A1, Downgraded to Ba2 (sf); previously on Aug 26, 2011
Downgraded to Baa3 (sf)

Cl. A2, Downgraded to Ba2 (sf); previously on Aug 26, 2011
Downgraded to Baa3 (sf)

Cl. PT, Downgraded to Ba3 (sf); previously on Aug 26, 2011
Downgraded to Baa3 (sf)

Ratings Rationale

The actions are a result of the recent performance of FHA-VA
portfolio and reflect Moody's updated loss expectations on these
pools and structural nuances of the transactions. The downgrades
are a result of higher than expected losses and the erosion credit
enhancement supporting some of these bonds. These are shifting
interest structures and the subordinate bonds are paying down
principal exposing the bonds to tail- end losses.

A FHA guarantee covers 100% of a loan's outstanding principal and
a large portion of its outstanding interest and foreclosure-
related expenses in the event that the loan defaults. A VA
guarantee covers only a portion of the principal based on the
lesser of either the sum of the current loan amount, accrued and
unpaid interest, and foreclosure expenses, or the original loan
amount. HUD usually pays claims on defaulted FHA loans when
servicers submit the claims, but can impose significant penalties
on servicers if it finds irregularities in the claim process later
during the servicer audits. This can prompt servicers to push more
expenses to the trust that they deem reasonably incurred than
submit them to HUD and face significant penalty. The rating
actions consider the portion of a defaulted loan normally not
covered by the FHA or VA guarantee and other servicer expenses
they deemed reasonably incurred and passed on to the trust.

Moody's final rating actions are based on current levels of credit
enhancement, collateral performance, and updated pool-level loss
expectations. Moody's took into account credit enhancement
provided by seniority, and other structural features within the
senior note waterfalls.

The methodologies used in this rating were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and "FHA-VA US RMBS Surveillance Methodology"
published in July 2011. The methodology used in rating Interest-
Only Securities was "Moody's Approach to Rating Structured Finance
Interest-Only Securities" published in February 2012.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast. The unemployment rate fell
from 9.1% in June 2011 to 8.2% in June 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.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF292171

A list of updated estimated pool losses and sensitivity analysis
may be found at:

  http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF256626


NAVIGATOR CDO 2004: S&P Raises Ratings on 2 Note Classes to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-3A, A-3B, B-1, B-2, C-1, C-2, D-1, and D-2 notes from Navigator
CDO 2004 Ltd., a U.S. collateralized loan obligation (CLO) managed
by GE Capital Debt Advisors LLC. "Simultaneously, we affirmed our
rating on the class A-2 notes, and we removed the ratings on the
class A-3A, A-3B, B-1, and B-2 notes from CreditWatch, where we
placed them with positive implications on April 18, 2012," S&P
said.

"The upgrades reflect improving credit support, primarily due to a
$149.52 million paydown to the class A-1 and A-2 notes and
stronger credit quality of the assets since our October 2011
rating actions. The rating affirmation reflects sufficient credit
enhancement at the current rating level," S&P said.

"As of the July 3, 2012, monthly report, the transaction's
portfolio had $22.40 million in 'CCC' rated assets, down from
$27.28 million in the Sept. 3, 2011, monthly report, which we used
for the October 2011 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. The
transaction has not breached this threshold during the time since
our October 2011 rating actions. Therefore, there is no haircut in
the July 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 July 2012 trustee report, the transaction held
$4.46 million in defaulted assets, down from $5.96 million in the
September 2011 trustee report," S&P said.

"In addition, the transaction has paid the class A-1 and A-2 notes
down by $149.52 million since September 2011, leaving the class A-
2 notes with approximately 21.19% of their original balance
currently outstanding. Finally, the transaction's class A, B, C,
and D O/C ratio tests have improved over the same period, and the
weighted average spread has increased by 0.48%," 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

Navigator CDO 2004 Ltd.
                       Rating
Class              To           From
A-3A               AAA (sf)     AA+ (sf)/Watch Pos
A-3B               AAA (sf)     AA+ (sf)/Watch Pos
B-1                AAA (sf)     A+ (sf)/Watch Pos
B-2                AAA (sf)     A+ (sf)/Watch Pos
C-1                A- (sf)      BB+ (sf)
C-2                A- (sf)      BB+ (sf)
D-1                BB (sf)      B- (sf)
D-2                BB (sf)      B- (sf)

RATING AFFIRMED

Navigator CDO 2004 Ltd.

Class              Rating
A-2                AAA (sf)


NYLIM FLATIRON 2005-1: S&P Cuts Rating on Class D Notes From 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, and D notes from NYLIM Flatiron CLO 2005-1 Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by New
York Life Investment Management LLC. "Simultaneously, we removed
our ratings on these classes from CreditWatch, where we placed
them with positive implications on April 18, 2012. At the same
time, we affirmed our ratings on the class A-1, A-2, and A-3
notes," S&P said.

"The upgrades reflect improved credit support, primarily due to a
$153.36 million paydown to the class A notes and stronger credit
quality of the assets since our March 2011 rating actions. The
rating affirmations reflect sufficient credit enhancement
available to support the notes at the current rating levels," S&P
said.

"As of the June 30, 2012, monthly report, the transaction's
portfolio had $11.35 million in 'CCC' rated assets, down from
$17.91 million in the Feb. 28, 2011, monthly report, which we used
for the March 2011 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 since our March 2011 rating actions.
Therefore, there is no haircut in the June 2012 O/C calculations
as a result of this metric," S&P said.

"In addition, the transaction has paid the class A-1, A-2, and A-3
notes down by $153.36 million since February 2011, leaving them
with approximately 22.17% of their original balance currently
outstanding," S&P said.

Finally, the transaction's class A/B, C, and D O/C ratio tests
have improved over the same period, and the weighted average
spread has increased by 0.17%.

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/1111738.pdf

RATING AND CREDITWATCH ACTIONS

NYLIM Flatiron CLO 2005-1 Ltd.
                       Rating
Class              To           From
B                  AAA (sf)     AA+ (sf)/Watch Pos
C                  AA+ (sf)     A+ (sf)/Watch Pos
D                  BBB+ (sf)    BB- (sf)/Watch Pos

RATINGS AFFIRMED

NYLIM Flatiron CLO 2005-1 Ltd.

Class              Rating
A-1                AAA (sf)
A-2                AAA (sf)
A-3                AAA (sf)


OMAHA 2008-A: S&P Rates Certificates 'BBsf'
-------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on three
classes of notes from Omaha 2008-A LLC, a U.S. asset-backed
securitization backed by the right, title, and interest in a
credit default swap and various accounts.

"The affirmations follow a review of the ratings assigned to the
notes from this transaction in accordance with our surveillance
procedures, which call for periodic review of transaction
ratings," S&P said.

"Omaha 2008-A LLC issued notes to support a credit default swap
that it sold to Farm Credit Services of America, pursuant to a
1992 ISDA Master Agreement. The credit default swap references a
portfolio of real estate secured, first-lien agribusiness term
loans. The transaction invests proceeds of the notes in eligible
securities. If the aggregate losses of the reference portfolio
exceed a class-specific threshold, the noteholders of this class
may suffer losses," S&P said.

"The notes have amortized down to a 45.6% pool factor, and the
performance of the reference portfolio of agribusiness loans have
resulted in zero cumulative realized losses. The credit
enhancement of each class is provided by the subordinated notes,
an interest account, and a swap reserve account," S&P said.

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

Ratings Affirmed

Omaha 2008-A LLC
US $1.003 billion floating rate securities series 2008-A
Class                      Rating
C                          A (sf)
D                          BBB (sf)
Certs                      BB (sf)


PASADENA CDO: Fitch Affirms Junk Rating on Two Note Classes
-----------------------------------------------------------
Fitch Ratings has upgraded one and affirmed two classes of notes
issued by Pasadena CDO, Ltd. as follows:

  -- $33,481,134 class A notes upgraded to 'BBBsf' from 'BBsf';
     Outlook Stable;
  -- $66,500,000 class B notes affirmed at 'CCsf';
  -- $26,500,000 class C notes affirmed 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 Fitch's last rating action in July 2011, the credit quality
of the collateral has deteriorated with approximately 13.1% of the
portfolio being downgraded and 1.1% upgraded a weighted average of
4.2 and 3.2 notches, respectively.  Currently, 53.5% of the
portfolio has a Fitch-derived rating below investment grade and
36.6% is rated in the 'CCC' category or lower, compared to 53.2%
and 29.7%, respectively, at last rating action.

Over this time, the class A notes have received approximately $51
million in paydowns for a total of $353.5 million in principal
repayment since issuance.  As evidenced by the increase in the
notes' credit enhancement level, these paydowns effectively offset
the deterioration in the portfolio.  The breakeven rates in
Fitch's cash flow model for the notes are generally consistent
with the rating assigned above.

The Stable Outlook on the class A notes reflects cushions in the
notes' passing ratings in some scenarios that should offset
potential further deterioration in the underlying portfolio.
Fitch does not assign Outlooks to classes rated 'CCC' and below.

Breakeven levels for the class B and C 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 probable for
the class B notes and inevitable for the class C notes at or prior
to maturity.

Pasadena is a cash flow structured finance collateralized debt
obligation (SF CDO) that closed on June 21, 2002 and is monitored
by Western Asset Management Co.  The portfolio is comprised
primarily of 68.2% residential mortgage-backed securities, 24.7%
commercial and consumer asset-backed securities, 4.6% commercial
real estate loan credit tenant leases, 1.3% SF CDOs, 0.7%
commercial mortgage-backed securities, and 0.5% of corporate
assets from 1997 through 2009 vintage transactions.



PROTECTIVE FINANCE: Moody's Affirms 'Ba1' Rating 3 Cert. Classes
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of six classes of
Protective Finance Corporation II, Commercial Mortgage FASIT
Certificates, Series I as follows:

Cl. D-1, Affirmed at Aaa (sf); previously on July 28, 2011
Upgraded to Aaa (sf)

Cl. D-2, Affirmed at Aaa (sf); previously on July 28, 2011
Upgraded to Aaa (sf)

Cl. D-3, Affirmed at Aaa (sf); previously on July 28, 2011
Upgraded to Aaa (sf)

Cl. E-1, Affirmed at Ba1 (sf); previously on November 4, 2010
Upgraded to Ba1 (sf)

Cl. E-2, Affirmed at Ba1 (sf); previously on November 4, 2010
Upgraded to Ba1 (sf)

Cl. E-3, Affirmed at Ba1 (sf); previously on November 4, 2010
Upgraded to Ba1 (sf)

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
1.7% of the current balance compared to 2.4% at last review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 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 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.

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 55, down from 64 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 25, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 93% to $59.0
million from $845.5 million at securitization. The Certificates
are collateralized by 88 mortgage loans ranging in size from less
than 1% to 6% of the pool, with the top ten loans, representing
30% of the pool. No loans have defeased and there are no loans
with credit assessments. Loans representing 72% of the pool are
secured by single tenant retail properties.

There are no loans on the master servicer's watchlist, the same as
at last review.

Two loans have been liquidated from the pool since securitization
resulting in an aggregate realized loss totaling $753,000 (average
loss severity of 51%). There are no loans in special servicing or
on the watchlist, the same as at last review.

Moody's was provided with full year 2011 operating results for 25%
of the pool which constitutes the top ten loans. Moody's weighted
average conduit LTV is 44% compared to 51% at last full review.
Moody's net cash flow reflects a weighted average haircut of 11.9%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 10.2%.

Moody's actual and stressed conduit DSCRs are 1.14X and 3.17X,
respectively, compared to 1.09X and 2.97X, 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 two conduit loans represent 10% of the pool balance. The
largest loan ($3.4 million -- 5.8%) is secured by a 68,151 square
foot retail property located in Anderson, South Carolina. As of
March 2012 the property was 76% leased compared to 75% at last
review. Moody's LTV and stressed DSCR are 100% and 0.97X,
respectively, compared to 129% and 0.75X at last review.

The second largest loan ($2.6 million -- 4.5%) is secured by a
124,014 square foot retail property located in Mobile, Alabama. As
of December 2011 the property was 74% leased compared to 72%
leased at last review. Moody's LTV and stressed DSCR are 54% and
1.89x, respectively, compared to 65% and 1.55X, at last review.


QUEST TRUST: Moody's Reviews Ba1 Rating on Cl. M-2 for Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed 2 tranches on review for
downgrade from Quest Trust 2005-X1, backed by Scratch and Dent
loans, issued by Ameriquest. Scratch and Dent pools include
mortgages that may have been originated outside an originator's
program guidelines in some way, mortgages with document defects at
origination that were subsequently cured or include mortgages
where borrowers may have missed payments in the past.

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. In addition, the Class M-1 and Class
M-2 have been placed on review for downgrade since they did not
pay interest in the May remittance period or have experienced
interest shortfalls mainly due to recouping of servicer advances
from prior period. Over the coming months, additional transaction
specific analysis will be conducted to verify if the pattern of
interest shortfall will persist and whether prior shortfalls are
reimbursed.

The methodologies used in this rating were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, "US RMBS Surveillance Methodology for Scratch and
Dent" published in May 2011 and "Moody's Approach to Rating
Structured Finance Securities in Default" published in November
2009.

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.

When assigning the final ratings to the 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 June 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: Quest Trust 2005-X1

Cl. M-1, Aa2 Placed Under Review for Possible Downgrade;
previously on Jun 28, 2005 Assigned Aa2

Cl. M-2, Ba1 Placed Under Review for Possible Downgrade;
previously on Apr 19, 2012 Ba1 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_SF292534

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


RAMP SERIES: Moody's Lifts Ratings on 2 Securities Tranches to Ca
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 22 tranches
and confirmed the ratings of two tranches from 13 deals issued by
RASC and RAMP trusts. The collateral backing the transactions are
subprime residential mortgages.

Complete rating actions are as follows:

Issuer: RAMP Series 2006-EFC1 Trust

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

Cl. A-3, Upgraded to Baa2 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Cl. M-1, Upgraded to Caa1 (sf); previously on May 30, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Issuer: RAMP Series 2006-NC1 Trust

Cl. A-2, Upgraded to B2 (sf); previously on May 30, 2012 Caa1 (sf)
Placed Under Review for Possible Upgrade

Cl. A-3, Upgraded to Caa2 (sf); previously on May 30, 2012 C (sf)
Placed Under Review for Possible Upgrade

Issuer: RAMP Series 2006-NC3 Trust

Cl. A-3, Upgraded to Ca (sf); previously on May 30, 2012 C (sf)
Placed Under Review for Possible Upgrade

Issuer: RAMP Series 2006-RZ3 Trust

Cl. A-3, Confirmed at Ba2 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Issuer: RASC Series 2006-EMX1 Trust

Cl. A-3, Upgraded to B2 (sf); previously on May 30, 2012 Caa1 (sf)
Placed Under Review for Possible Upgrade

Cl. M-1, Confirmed at C (sf); previously on May 30, 2012 C (sf)
Placed Under Review for Possible Upgrade

Issuer: RASC Series 2006-KS1 Trust

Cl. A-3, Upgraded to Baa3 (sf); previously on May 30, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. A-4, Upgraded to Ba2 (sf); previously on May 30, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Cl. M-1, Upgraded to Caa2 (sf); previously on May 30, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Issuer: RASC Series 2006-KS2 Trust

Cl. A-3, Upgraded to Baa2 (sf); previously on May 30, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. A-4, Upgraded to Ba1 (sf); previously on May 30, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Cl. M-1, Upgraded to Caa1 (sf); previously on May 30, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Issuer: RASC Series 2006-KS3 Trust

Cl. A-I-3, Upgraded to Baa3 (sf); previously on May 30, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. A-I-4, Upgraded to Caa1 (sf); previously on May 30, 2012 Ca
(sf) Placed Under Review for Possible Upgrade

Cl. A-II, Upgraded to B3 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Issuer: RASC Series 2006-KS4 Trust

Cl. A-3, Upgraded to Ba3 (sf); previously on May 30, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. A-4, Upgraded to Caa2 (sf); previously on May 30, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Issuer: RASC Series 2006-KS5 Trust

Cl. A-4, Upgraded to Ca (sf); previously on May 30, 2012 C (sf)
Placed Under Review for Possible Upgrade

Issuer: RASC Series 2006-KS6 Trust

Cl. A-4, Upgraded to Ca (sf); previously on May 30, 2012 C (sf)
Placed Under Review for Possible Upgrade

Issuer: RASC Series 2006-KS8 Trust

Cl. A-2, Upgraded to Baa3 (sf); previously on May 30, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Issuer: RASC Series 2007-KS4 Trust

Cl. A-1, Upgraded to Baa3 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Ratings Rationale

The actions are a result of the recent performance of Subprime
pools originated after 2005 and reflect Moody's updated loss
expectations on these pools. The upgrades in the rating action are
a result of improving performance and/or structural features
resulting in lower 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 "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 unemployment rate fell from 9.0% in April 2011 to 8.2% in June
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://moodys.com/viewresearchdoc.aspx?docid=PBS_SF292418

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


RFC 2007-1: Fitch Junks Rating on Six Note Classes
--------------------------------------------------
Fitch Ratings has downgraded six classes and affirmed eight
classes of RFC CDO 2007-1 (RFC 2007-1), reflecting an increase in
Fitch's base case loss expectation to 47.6% from 36.7% at last
rating action.  This increase is primarily due to the negative
credit migration of the underlying commercial mortgage backed
security (CMBS) bonds.

Since the last rating action in August 2011, approximately 29.5%
of the underlying CMBS collateral has been downgraded.  As of the
June 2012 trustee report, 29.1% of the CMBS collateral has a Fitch
derived rating in the 'CCC' category and below, compared to 5.7%
at the last rating action.  Over this period, the class A-1 notes
have received approximately $208.6 million in paydowns from
principal amortization.

Under Fitch's methodology, approximately 82.2% of the portfolio is
modeled to default in the base case stress scenario, defined as
the 'B' stress.  Fitch estimates that average recoveries will be
42% reflecting the low recovery expectations upon default of the
CMBS tranches and real estate loans.

The largest component of Fitch's base case loss is the expected
losses on the CMBS bond collateral.  The second largest
contributor to loss is a portfolio of six office properties (7.1%)
located in or near Albany, NY. The loan defaulted at maturity in
October 2011 and the servicer is pursuing a potential sale of the
notes.

The third largest contributor to loss is a 314,074 square-foot
(sf) office property located north of San Diego, CA.  The loan is
highly leveraged and the property has been experienced decrease in
performance with occupancy declining to 88% as of March 31, 2012.

This transaction was analyzed according to the 'Surveillance
Criteria for U.S. CREL CDOs and CMBS Large Loan Floating-Rate
Transactions', which applies stresses to property cash flows and
debt service coverage ratio (DSCR) tests to project future default
levels for the underlying CREL collateral in the portfolio and
uses the Portfolio Credit Model for the CMBS collateral.
Recoveries for the CREL collateral are based on stressed cash
flows and Fitch's long-term capitalization rates.  Fitch's base
case loss expectation for the pool and the current percentage of
defaulted assets and Fitch Loans of Concern factoring in
anticipated recoveries relative to each class' credit enhancement.
While the class A-1 notes are passing above their current ratings,
an upgrade is not warranted given the increase in the base case
expected loss and the potential for interest shortfalls to the
notes.

Fitch has downgraded the following classes as indicate below:

  -- $125,000,000 class A-2 to 'CCsf' from 'CCCsf'; RE 25%;
  -- $9,200,000 class A-2R to 'CCsf' from 'CCCsf'; RE 25%;
  -- $86,500,000 class B to 'Csf' from 'CCCsf'; RE 0%;
  -- $49,189,591 class C to 'Csf' from 'CCsf'; RE 0%;
  -- $19,510,276 class D to 'Csf' from 'CCsf'; RE 0%;
  -- $15,418,422 class E to 'Csf' from 'CCsf'; RE 0%.

Fitch has affirmed the following classes as indicated:

  -- $352,726,573 class A-1 at 'CCCsf'; RE 100%;
  -- $39,191,841 class A-1R at 'CCCsf'; RE 100%;
  -- $23,367,638 class F at 'Csf'; RE 0%;
  -- $15,613,797 class G at 'Csf'; RE 0%;
  -- $25,181,053 class H at 'Csf'; RE 0%;
  -- $18,327,420 class J at 'Csf'; RE 0%;
  -- $16,899,973 class K at 'Csf'; RE 0%;
  -- $10,534,630 class L at 'Csf'; RE 0%.


SOUNDVIEW 2007-WMC1: Moody's Cuts Rating on III-A-1 Tranche to Ca
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating on one tranche
from Soundview 2007-WMC1. Loan backing the transaction are
subprime residential mortgages.

Ratings Rationale

The action reflects the cuurent principal waterfall priorities
based on mezzanine writedowns. Cl. III-A-1 was a front pay senior,
where full receipt of principal was dependent on the timing of
losses and principal payments in the transaction, not just the
size of the collateral loss. Cl. III-A-1 had principal payment
priority over classes III-A-2 and III-A-3. However, when the last
supporting mezzanine tranche was fully written down due to
collateral losses, the tranche started paying pro rata with other
outstanding senior tranches in the 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 unemployment rate fell from 9.0% in April 2011 to 8.2% in June
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: Soundview Home Loan Trust 2007-WMC1

Cl. III-A-1, Downgraded to Ca (sf); previously on Jun 17, 2010
Downgraded to Caa3 (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF292850

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


SILVERADO CLO 2006-II: S&P Raises Rating on Class D Notes to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised and removed from
CreditWatch positive its ratings on five classes of notes from
Silverado CLO 2006-II Ltd., a collateralized loan obligation
(CLO) transaction currently in its reinvestment period and managed
by New York Life Investment Management LLC. "At the same time, we
affirmed and removed from CreditWatch positive our ratings on two
classes," S&P said.

"Since our last rating action in May 2010, the transaction's
collateral quality has improved. Notably, the amount of 'CCC' and
'D' rated assets has declined. As of the June 2012 trustee report,
the balance of 'CCC' rated assets had decreased to $8.75 million
from $28.12 million in April 2010, and the deal currently holds no
defaulted securities compared with the $10.07 million of defaulted
securities held at the time of the last rating action. This (among
other factors) has improved the class A overcollateralization
(O/C) ratio, which increased to 124.29% from 122.20% during the
same time period," S&P said.

"We affirmed the ratings on the class A-1 and A-1J notes to
reflect the availability of sufficient credit support at the
current rating levels. The three class A-1 notes are part of a pro
rata sequential structure. The improvements were not sufficient
for the class A-1 and A-1J notes to pass our 'AAA' rating
stresses," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Silverado CLO 2006-II Ltd.

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


STRUCTURED ASSET 2003-8: Moody's Cuts Rating on 1-A5 Secs. to Ba2
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 15
tranches and confirmed the ratings of six tranches from two RMBS
transactions, backed by Alt-A loans, issued by Structured Asset
Securities Corp.

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.

In addition, Moody's rating action on Structured Securities Asset
Corp. 2003-8 reflects the principal waterfall as set forth in the
Pooling and Servicing Agreement (PSA). The prospectus supplement
for this transaction allows for the senior tranches to pay pro-
rata once the subordinate tranches have been depleted, while the
PSA does not indicate a change in the senior principal waterfall
after subordinate depletion. As such, Moody's has modeled the
waterfall after subordinate depletion to be similar to that used
prior to subordinate depletion, and Moody's current rating action
reflects this interpretation.

Moody's current cash-flow approach captures the structural nuances
of the transaction by projecting losses to the bonds under a
variety of loss and prepayment scenarios using Structured Finance
Workstation(R) (SFW), the cash flow model developed by Moody's
Wall Street Analytics. The final ratings on the bonds reflect the
estimated losses under the different scenarios.

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 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 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 June 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 2003-20

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

Issuer: Structured Asset Securities Corp 2003-8

Cl. 1-A2, Downgraded to A1 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A4, Downgraded to A3 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A5, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. 1-AP, Downgraded to A3 (sf); previously on Mar 7, 2011
Downgraded to Aa1 (sf)

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

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

Cl. 2-A3, Downgraded to Aa1 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A4, Downgraded to Aa2 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A5, Downgraded to Aa1 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A6, Downgraded to Aa1 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A7, Downgraded to Aa1 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A8, Downgraded to Aa1 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A9, Downgraded to Aa1 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A10, Downgraded to A1 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A11, Downgraded to Baa1 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A12, Confirmed at Aaa (sf); previously on Feb 22, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A13, Downgraded to Aa1 (sf); previously on Feb 22, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-AP, Downgraded to A1 (sf); previously on Mar 7, 2011
Confirmed at Aaa (sf)

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

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

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF292428

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


STRUCTURED ASSET 2007-4: Moody's Cuts Ratings on 4 Bonds to 'B1'
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 17 bonds
issued by five Agency Backed Resecuritization deals. These
resecuritizations are backed by RMBS bonds whose principal and
interest payments are guaranteed by Fannie Mae or Freddie Mac.

Complete rating actions are as follows:

Issuer: Structured Asset Securities Corp Trust 2007-4

Cl. 1-A1, Downgraded to Ba1 (sf); previously on Aug 2, 2011
Confirmed at Aaa (sf)

Cl. 1-A2-A, Downgraded to Ba1 (sf); previously on Aug 2, 2011
Confirmed at Aaa (sf)

Cl. 1-A2-B1, Downgraded to Ba1 (sf); previously on Aug 2, 2011
Confirmed at Aaa (sf)

Cl. 1-A2-B2, Downgraded to Ba1 (sf); previously on Aug 2, 2011
Confirmed at Aaa (sf)

Cl. 1-A3, Downgraded to B1 (sf); previously on Aug 2, 2011
Confirmed at Aaa (sf)

Cl. 1-A4, Downgraded to Ba1 (sf); previously on Aug 2, 2011
Confirmed at Aaa (sf)

Cl. 3-A1, Downgraded to Ba1 (sf); previously on Aug 2, 2011
Confirmed at Aaa (sf)

Cl. 3-A2, Downgraded to Ba1 (sf); previously on Aug 2, 2011
Confirmed at Aaa (sf)

Issuer: Structured Asset Securities Corporation Trust 2008-1

Cl. 1-A-1, Downgraded to Ba1 (sf); previously on Aug 2, 2011
Confirmed at Aaa (sf)

Cl. 1-A-2, Downgraded to B1 (sf); previously on Aug 2, 2011
Confirmed at Aaa (sf)

Cl. 1-A-4, Downgraded to B1 (sf); previously on Aug 2, 2011
Confirmed at Aaa (sf)

Cl. 1-A-5, Downgraded to B1 (sf); previously on Aug 2, 2011
Confirmed at Aaa (sf)

Issuer: Structured Asset Securities Corporation Trust 2008-4

Cl. A1, Downgraded to A1 (sf); previously on Aug 2, 2011 Confirmed
at Aaa (sf)

Issuer: Structured Asset Securities Corporation Trust 2008-5

Cl. A1, Downgraded to Ba1 (sf); previously on Aug 2, 2011
Confirmed at Aaa (sf)

Issuer: Structured Asset Mortgage Investments II Inc., Pass-
Through Certificates, Series 2005-F1

Cl. FB, Downgraded to A1 (sf); previously on Aug 2, 2011 Confirmed
at Aaa (sf)

Cl. FC, Downgraded to A1 (sf); previously on Aug 2, 2011 Confirmed
at Aaa (sf)

Cl. FD, Downgraded to A1 (sf); previously on Aug 2, 2011 Confirmed
at Aaa (sf)

Ratings Rationale

The downgrade rating actions on the bonds are a result of
continual interest shortfalls or lack of adequate structural
mechanisms to prevent future interest shortfalls should the deals
incur any extraordinary expenses.

Bonds issued by SASCO 2007-4 and SASCO 2008-1, currently have
interest shortfalls ranging from 0.01% to 0.08% of their current
balance, as a result of mismatch between the interest promise on
the resecuritization bonds and that on the underlying bonds.
Interest due on the resecuritization bonds is not subject to any
net weighted average coupon (WAC) cap whereas interest due on some
of the underlying bonds backing these deals is subject to a net
WAC cap.

Since the coupon on the resecuritization bonds is currently higher
than that of the underlying bonds, the resecuritization bonds are
experiencing interest shortfalls which on a deal basis are
accruing steadily. Currently the shortfalls have accrued to
$249,876 (0.09% CB) and $31,711 (0.08%) for SASCO 2007-4 and SASCO
2008-1 respectively.

Class A1 issued by SASCO 2008-5 has current reported unpaid
interest shortfall of $17,308 (0.05% CB) due to extraordinary
expenses. This shortfall is unlikely to be recouped in the future
because the deal lacks structural features to absorb extraordinary
expenses.

The rating actions on the bonds issued by SASCO 2008-4 and SAMI
2005-F1 are due to the lack of adequate structural features to
prevent potential interest shortfalls should the deal incur any
extraordinary expenses. These deals have no unpaid interest
shortfall as of July 26. The likelihood of a resecuritization
trust incurring extraordinary expenses is low and even if incurred
is most likely to be isolated and small. A resecuritization bond
that is directly exposed to these expenses without structural
protections will have its rating capped at A1 due to the potential
volatility in losses arising from extraordinary expenses.

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

The primary source of assumption uncertainty is the probability of
the extraordinary expenses occurring and the magnitude of these
expenses. As part of the sensitivity analysis, Moody's stressed
the interest shortfall on the resecuritization bonds by an
additional 10% and found that the implied ratings of the
resecuritization bonds do not change.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF292436


TABERNA PREFERRED VIII: S&P Cuts Rating on Cl. E Secs. to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
tranches from Taberna Preferred Funding VIII Ltd., a U.S.
collateralized debt obligation (CDO) transaction collateralized
mostly by trust-preferred securities (TruPs) issued by mortgage
REITs and structured finance (SF) assets. "Simultaneously, we
affirmed our ratings on six tranches," S&P said.

"The rating actions reflect our 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.

             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

Taberna Preferred Funding VIII Ltd.
                              Rating
Class                    To             From
A-2                      CCC+ (sf)      B- (sf)
E                        CC (sf)        CCC- (sf)

RATINGS AFFIRMED

Taberna Preferred Funding VIII Ltd.
Class                    Rating
A-1A                     BB (sf)
A-1B                     BB (sf)
B                        CCC- (sf)
C                        CCC- (sf)
D                        CCC- (sf)
F                        CC (sf)


TIERS 1997-5: S&P Raises Rating on Certificates to 'BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
certificates from TIERS Bond-Backed Certs Trust BSP 1997-5 to
'BB+' from 'BB'.

"Our rating on the certificates is dependent on the rating on the
underlying security, Bangko Sentral ng Pilipinas' 8.60% debentures
due June 15, 2027 ('BB+')," S&P said.

"The rating action reflects the July 4, 2012, raising of our
rating on the underlying security to 'BB+' from 'BB'. We may take
subsequent rating actions on the transaction due to changes in our
rating assigned to the underlying security," S&P said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1111738.pdf


TRIMARAN VI: Moody's Upgrades Rating on Class B-2L Notes to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Trimaran CLO VI Ltd.:

U.S. $16,000,000 Class A-2L Floating Rate Notes Due November 2018,
Upgraded to Aa1 (sf); previously on July 25, 2012 Upgraded to Aa3
(sf);

U.S. $19,000,000 Class A-3L Floating Rate Notes Due November 2018,
Upgraded to A2 (sf); previously on July 25, 2012 Upgraded to Baa1
(sf);

U.S. $10,000,000 Class B-1L Floating Rate Notes Due November 2018,
Upgraded to Baa2 (sf); previously on July 25, 2012 Upgraded to Ba1
(sf);

U.S. $12,000,000 Class B-2L Floating Rate Notes Due November 2018,
Upgraded to Ba2 (sf); previously on July 25, 2012 Upgraded to Ba3
(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 November 2012. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive
"cushion" relative to certain covenant requirements. In
particular, the deal is assumed to benefit from lower WARF and
higher spread levels compared to the levels assumed at the last
rating action in July 2011. Moody's also notes that the
transaction's reported collateral quality and
overcollateralization ratios are stable since the last rating
action.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $297.1 million,
defaulted par of $5.1 million, a weighted average default
probability of 16.58% (implying a WARF of 2400), a weighted
average recovery rate upon default of 50.25%, and a diversity
score of 50. 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.

Trimaran CLO VI Ltd., issued in August 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 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% (1923)

Class A-1L: 0
Class A-1LV: 0
Class A-2L: +1
Class A-3L: +3
Class B-1L: +3
Class B-2L: +1

Moody's Adjusted WARF + 20% (2885)

Class A-1L: 0
Class A-1LV: 0
Class A-2L: -2
Class A-3L: -1
Class B-1L: -1
Class 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. 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 when 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.


VENTURE III: S&P Affirms 'BB-' Rating on Class C Notes; Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2 and B notes from Venture III CDO Ltd., a collateralized loan
obligation (CLO) transaction that is managed by MJX Asset
Management LLC. "We also affirmed our rating on the class A-1 and
C notes. Concurrently, we removed the class A-2, B, and C notes
from CreditWatch with positive implications," S&P said.

"The transaction's reinvestment period ended in January 2010.
Since then, class A-1 has paid down more than $198 million. 's
upgrades reflect improvements in the level of collateralization
available to the tranches as a result of these paydowns, as well
as improvements in the credit quality of the transaction's
underlying asset portfolio since our June 2011 review. We also
note that the amount of 'CCC' assets rated held in the portfolio
have decreased over the same period, resulting in increased class
A, B, and C par value ratios," S&P said.

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

"We also noted that as of the June 7, 2012, trustee report, the
transaction had roughly 13.81% of long-dated assets that have
maturity dates beyond the legal final maturity of the transaction
in January 2016. Exposure to these long-dated assets leaves the
transaction subject to potential market-value risk, as these
securities may have to be liquidated to pay down the notes on
their final maturity date. This potentially negative exposure has
been reflected in 's rating actions," S&P said.

Standard & Poor's will continue to review whether, in its view,
the ratings assigned to the notes remain consistent with the
credit enhancement available to support them and take rating
actions as 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/1111738.pdf

RATING ACTIONS

Venture III CDO Ltd.

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

RATING AFFIRMED

Venture III CDO Ltd.

Class               Rating
A-1                 AAA (sf)


WACHOVIA 2005-C18: Moody's Affirms 'C' Ratings on 6 Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 20 classes of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2005-C18 as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Jun 6, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-PB, Affirmed at Aaa (sf); previously on Jun 6, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jun 6, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Jun 6, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-J-1, Affirmed at Aaa (sf); previously on Dec 10, 2010
Confirmed at Aaa (sf)

Cl. A-J-2, Affirmed at A3 (sf); previously on Dec 10, 2010
Downgraded to A3 (sf)

Cl. B, Affirmed at Baa3 (sf); previously on Dec 10, 2010
Downgraded to Baa3 (sf)

Cl. C, Affirmed at Ba2 (sf); previously on Dec 10, 2010 Downgraded
to Ba2 (sf)

Cl. D, Affirmed at B3 (sf); previously on Dec 10, 2010 Downgraded
to B3 (sf)

Cl. E, Affirmed at Caa1 (sf); previously on Aug 17, 2011 Upgraded
to Caa1 (sf)

Cl. F, Affirmed at Caa2 (sf); previously on Aug 17, 2011 Upgraded
to Caa2 (sf)

Cl. G, Affirmed at Caa3 (sf); previously on Aug 17, 2011 Upgraded
to Caa3 (sf)

Cl. H, Affirmed at Ca (sf); previously on Aug 17, 2011 Upgraded to
Ca (sf)

Cl. J, Affirmed at C (sf); previously on Dec 10, 2010 Downgraded
to C (sf)

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

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

Cl. M, Affirmed at C (sf); previously on Oct 15, 2009 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-C, 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
8% of the current balance. At last review, Moody's cumulative base
expected loss was 7%. 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,
"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 12 compared to 13 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 17, 2011.

Deal Performance

As of the July 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 22% to $1.1 billion
from $1.4 billion at securitization. The Certificates are
collateralized by 54 mortgage loans ranging in size from less than
1% to 18% of the pool, with the top ten non-defeased loans
representing 54% of the pool. Four loans, representing 17% of the
pool, have defeased and are secured by U.S. Government securities.
The pool contains one loan with an investment grade credit
assessment, representing 3% of the pool.

Fourteen loans, representing 37% 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.

One loan has been liquidated from the pool, resulting in a
realized loss of $4.5 million (33% loss severity). Bond level
losses are currently $18.4 million, due to modifications on
several loans as well as the non recoverability of one loan.
Currently four loans, representing 5% of the pool, are in special
servicing. The largest specially serviced loan is the 2 Hopkins
Plaza Loan ($37.6 million -- 3.4% of the pool), formerly known as
the Mercantile Bank and Trust Building, which is secured by a
404,000 square foot (SF) office tower located in Baltimore
Maryland. The loan was transferred to special servicing in
December 2011 due to imminent default; the loan matured on January
2012. The major decline in occupancy occurred when Venable LLC,
which occupied 140,000 SF or 35% of the NRA, moved out in 2009. As
of December 2011, the property was 61% leased, however leasing
could decline to 5% in December 2014 as PNC, which leases 56% of
the NRA, is expected to move out the building into another
building when its lease expires.

The remaining three specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $25 million
loss for the specially serviced loans (46% expected loss on
average).

Moody's has assumed a high default probability for eight poorly
performing loans representing 16% of the pool and has estimated an
aggregate $39 million loss (22% expected loss on average) from
these troubled loans.

Moody's was provided with full year 2011 operating results for 85%
of performing pool. Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 93% compared to 96% 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 1.37X and 1.12X, respectively, compared to
1.48X 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 loan with a credit assessment is the 2700 Broadway Loan ($27.5
million -- 2.5% of the pool), which is secured by a 25,000 SF
condominium interest in the retail portion of a mixed-use building
located in New York City. The condo unit is 100% leased to the
Trustees of Columbia University through October 2054. Moody's
current credit estimate is A2, the same as at last review.

The top three performing conduit loans represent 35% of the pool
balance. The largest loan is the One & Two International Place
Loan ($198.2 million -- 18.1% of the pool), which represents a 50%
pari-passu interest in a first mortgage loan. The loan is secured
by two Class A office towers, totaling 1.9 million SF located in
Boston, Massachusetts. The property was 63% leased as of December
2012, compared to 72% at last review. Performance has declined
since last review due to the decline in occupancy. Ropes and Gray,
which formerly occupied 19% of the NRA, vacated when its lease
expired in 2010 . Moody's LTV and stressed DSCR are 85% and 1.09X,
respectively, compared to 80% and 1.15X at last review.

The second largest loan is the Kadima Medical Office Pool Loan
($106.2 million -- 9.7% of the pool), which is secured by 16
medical office buildings totaling 779,000 SF. The properties are
located in eight states with the largest concentration in Florida
(8 properties). The portfolio was 97% leased as of December 2011
compared to 94% at last review. Property performance has been
stable and the loan has amortized 17% since securitization.
Moody's LTV and stressed DSCR are 108% and 1.03X, respectively,
compared to 106% and 1.05X at last review.

The third largest loan is the Park Place II -- A Note Loan ($82.9
million -- 7.6% of the pool), which is secured by a 275,000 SF
mixed use office and retail site, located in Irvine California.
The loan was originally $100 million, with an interest only period
ending on June 2008, at which time the loan began to amortize. The
loan was transferred to special servicing in October 2009 due to
imminent default, related to a decline in market conditions as the
property was 83% leased and there was insufficient cash flow to
service the debt. The loan was then modified in July 2010 into an
$84 million A-Note, and a $10.2 million B-Note. Prior to the
modification the loan balance was $98.2 million. The borrower made
a $4 million principal paydown to the A-Note, which brought the A-
Note to $84 million. In December 2011, there was another principal
paydown of $1.07 million, bringing the A-Note to $82.9 million. As
of December 2011, the overall property was 90% leased, which is
the same since last review. Despite the relatively high level of
leasing, performance in 2011 declined significantly. Moody's has
classified this as a troubled loan due to the significant decline
in performance since last review. Moody's LTV and stressed DSCR
are 164% and 0.66X, respectively, compared to 123% and 0.79X at
last review.


WACHOVIA 2006-C27: Moody's Cuts Ratings on 4 Note Classes to 'C'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of nine classes
and affirmed seven classes of Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-
C27 as follows:

Cl. A-PB, Affirmed at Aaa (sf); previously on Aug 14, 2006
Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Aug 14, 2006 Assigned
Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Aug 14, 2006
Assigned Aaa (sf)

Cl. A-M, Downgraded to A1 (sf); previously on Dec 2, 2010
Downgraded to Aa2 (sf)

Cl. A-J, Downgraded to Ba3 (sf); previously on Sep 8, 2011
Downgraded to Baa3 (sf)

Cl. B, Downgraded to Caa1 (sf); previously on Sep 8, 2011
Downgraded to Ba3 (sf)

Cl. C, Downgraded to Caa2 (sf); previously on Sep 8, 2011
Downgraded to B2 (sf)

Cl. D, Downgraded to Caa3 (sf); previously on Sep 8, 2011
Downgraded to B3 (sf)

Cl. E, Downgraded to C (sf); previously on Sep 8, 2011 Downgraded
to Caa1 (sf)

Cl. F, Downgraded to C (sf); previously on Sep 8, 2011 Downgraded
to Caa2 (sf)

Cl. G, Downgraded to C (sf); previously on Dec 2, 2010 Downgraded
to Caa3 (sf)

Cl. H, Downgraded to C (sf); previously on Dec 2, 2010 Downgraded
to Ca (sf)

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

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

Cl. X-P, Affirmed at Aaa (sf); previously on Aug 14, 2006 Assigned
Aaa (sf)

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

Ratings Rationale

The downgrades are due to an increase in expected losses from
specially serviced and troubled loans.

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

Moody's rating action reflects a cumulative base expected loss of
11.9% of the current pooled balance compared to 8.4% at last
review. Moody's provides a current list of base expected losses
for conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of 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.

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 38 compared to 41 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 September 8, 2011.

Deal Performance

As of the July 17, 2012 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 23% to $2.4
million from $3.1 billion at securitization. The Certificates are
collateralized by 131 mortgage loans ranging in size from less
than 1% to 6% of the pool, with the top ten loans representing 44%
of the pool. The pool does not contain any defeased loans or loans
with credit assessments.

Twenty-nine loans, representing 21% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Fifteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $106 million (37% average loss
severity). Twenty-four loans, representing 26% of the pool, are
currently in special servicing. The largest specially serviced
loan is the Glendale Center Loan ($125 million -- 5.3% of the
pool), which is secured by a 383,000 square foot (SF) office
building located in Glendale, California. The property was 99%
leased as of January 2012, but recent lease renewals have involved
base rent declines and rent abatement periods, which has caused
performance to decline. MPG, the loan's current sponsor, is
vacating the Glendale submarket and the lender is proceeding with
a consensual foreclosure.

The remaining specially serviced loans are secured by a mix of
office, retail, industrial, multifamily and hotel properties. The
servicer has recognized an aggregate $178 million appraisal
reduction for 21 of the 24 specially serviced loans, while Moody's
has estimated an aggregate $216 million loss for 23 of the 24
specially serviced loans.

Moody's has assumed a high default probability for 12 poorly
performing loans representing 5% of the pool and has estimated an
$18 million aggregate loss (17% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and full or partial year
2011 operating results for 98% and 90% of the conduit,
respectively. The conduit portion of the pool excludes specially
serviced and troubled loans. Moody's weighted average conduit LTV
is 106% compared to 109% at Moody's prior review. Moody's net cash
flow reflects a weighted average haircut of 14% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.1%.

Moody's actual and stressed conduit DSCRs are 1.22X and 0.95X,
respectively, compared to 1.22X and 0.92X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

Based on the most recent remittance statement, Classes D through Q
have experienced cumulative interest shortfalls totaling $6
million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced and troubled loans. Interest shortfalls are
caused by special servicing fees, including workout and
liquidation fees, appraisal subordinate entitlement reductions
(ASERs), extraordinary trust expenses, loan modifications that
include either an interest rate reduction or a non-accruing note
component, and non-recoverability determinations by the servicer
that involve a clawback of previously made advances.

The top three performing conduit loans represent 18% of the pool.
The largest loan is the One Illinois Center Loan ($147 million --
6.2%), which is secured by a one million SF office building
located in the East Loop of downtown Chicago, Illinois. The
property was 81% leased as of January 2012 compared to 97% leased
at Moody's last review. In 2011 the property's largest tenant,
Health Care Service Corp. (23% of the property's net rentable area
(NRA)) , paid an early termination fee and exercised its early
termination option. Health Care Service Corp is the parent company
of Blue Cross Blue Shield and relocated to its recently expanded
headquarters at 300 E. Randolph Street in Chicago. Moody's current
and previous analysis stressed the property's cash flow to account
for the large vacancy increase. Moody's LTV and stressed DSCR are
106% and 0.89X, respectively, compared to 95% and 1.0X at last
review.

The second largest loan is the RLJ Hotel Pool Loan ($142 million -
- 6.0%), which represents a 29% pari passu interest in a first
mortgage loan. The loan is secured by 43 full, limited and
extended stay hotels that are located in eight states. The largest
geographical concentrations are in Texas and Indiana, which each
have 11 of the collateral properties. Portfolio performance has
improved considerably since Moody's 2009 and 2010 reviews. Revenue
per available room (RevPAR) for calendar year 2011 increased by 8%
to $71 from $66 in 2010. Most of the hotels in the portfolio are
competitive in their respective markets. A review of recent Smith
Travel Research (STR) Reports indicates that a majority of the
hotels have a RevPAR penetration rate in excess of 100. Moody's
LTV and stressed DSCR are 122% and 0.95X as compared to 142% and
0.82X.

The third largest loan is the Simon Property Group Premium Outlets
Pool II Loan ($142 million -- 6.0%), which represents a 50% pari
passu interest in a first mortgage loan. The loan is secured by
three factory outlet centers totaling 1.5 million SF. The centers
are located in Williamsburg, Virginia; Hagerstown, Maryland and
Birch Run, Michigan. The portfolio is 96% leased, compared to 93%
at last review. Simon Property Group acquired the three subject
properties as part of its August 2010 acquisition of 21 Prime
Outlet Malls. Moody's LTV and stressed DSCR are 83% and 1.17X,
respectively, compared to 87% and 1.11X at last review.



WACHOVIA BANK 2007-WHALE 8: Moody's Cuts Ratings on 2 Certs to C
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of three classes
and downgraded the ratings of six classes of Wachovia Bank
Commercial Trust, Commercial Mortgage Pass-Through Certificates,
Series 2007-Whale 8. Moody's rating action is as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Jul 6, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Downgraded to Baa1 (sf); previously on Dec 9, 2010
Downgraded to A2 (sf)

Cl. B, Downgraded to Baa3 (sf); previously on Dec 9, 2010
Downgraded to Baa1 (sf)

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

Cl. LXR-1, Downgraded to Caa1 (sf); previously on Dec 9, 2010
Downgraded to B2 (sf)

Cl. LXR-2, Downgraded to Caa3 (sf); previously on Dec 9, 2010
Downgraded to Caa1 (sf)

Cl. LP-3, Affirmed at Caa3 (sf); previously on Dec 9, 2010
Downgraded to Caa3 (sf)

Cl. FSN-1, Downgraded to C (sf); previously on Dec 9, 2010
Downgraded to Caa3 (sf)

Cl. FSN-2, Downgraded to C (sf); previously on Dec 9, 2010
Downgraded to Ca (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 downgrades
are due to loan performance not meeting Moody's expectations.
Particularly, the largest loan in the pool, LXR Hospitality Pool
Loan accounts for 76% of pooled trust balance, and has not
exhibited significant recovery in performance commensurate with
comparable full-service and resort properties. Moody's does not
rate pooled classes C, D, E, F, G, H, J, K, and L which provide
additional credit support for the pool.

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
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 August 11, 2011.

Deal Performance

As of the July 17, 2012 Payment Date, the transaction's aggregate
certificate balance decreased by 14% from last review to
approximately $1.40 billion. The Certificates are collateralized
by five floating rate whole loans and senior interests in whole
loans. The loans range in size from 4% to 76% of the pooled
balance, with the top two loans representing approximately 88% of
the pooled balance. All 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 pool's Herfindahl Index
is 1.7.

Moody's weighted average pooled LTV ratio is 94% and Moody's
weighted average stressed debt service coverage ratio (DSCR) for
pooled trust debt is 0.60X. Moody's weighted average LTV for the
trust including the rake bonds is 105% and Moody's weighted
average stressed debt service coverage ratio (DSCR) for the trust
including the rake bonds is 0.54X.

As of the July 2012 distribution date, pooled Classes H, J, K, and
L, as well as rake Classes FSN-1 and FSN-2 have incurred interest
shortfalls totaling $572,928. Various rake classes have suffered
losses totaling $516,380 as of the same distribution date.

The largest loan in the pool is secured by fee interests in LXR
Hospitality Pool Loan ($948 million, or 76% of the pooled balance
plus $124 million of rake bonds within the trust). The hotel
portfolio includes 12 properties located in Puerto Rico, FL, CA,
AZ, Jamaica and NY. The Park Shore Waikiki asset located in Hawaii
was released. The sponsor is The Blackstone Group. There is
additional debt in the form of non-trust junior component and
mezzanine debt outside the trust. The loan matured in May 2012,
and the special servicer (Bank of America Merrill Lynch) has
granted forbearance through August 2012 to continue discussions
with the borrower. Cash management has been in place since March
2010 due to low performance.

To account for assets located in non-continental US destinations,
Moody's expected the pace of recovery for this pool to lag (timing
wise) compared to the overall improvement exhibited by the full-
service hotels in the US. However, the net cash flow for the
portfolio over the last three years has not demonstrated the
uptick that Moody's has anticipated during this time. Certain
factors such as institutional quality of the assets, significant
capital expenditures made to date, and strong sponsorship support
a stabilized Moody's value that is higher than what the current
net cash flow would suggest. As a result, the weighted average LTV
for the pooled portion is 91%, including rakes is 103% and for the
first mortgage is 122%. Moody's credit assessment for this loan is
B3.

The second largest loan in the pool, Longhouse Hospitality Pool
Loan ($150 million, or 12% of pooled balance plus $15 million of
rake bonds within the trust) is secured by cross-collateralized
and cross-defaulted 42 extended-hotel properties totaling 5,600
guestrooms. The sponsor is JER Partners and Longhouse Hospitality
Trust. The loan was transferred to special servicing in May 2012,
and has matured as of June 2012. The special servicer has granted
forbearance to continue discussions with the borrower. The
portfolio's Net Cash Flow (NCF) for the trailing twelve month
period ending March 2012 was $10.6 million, virtually unchanged
from a year ago. There is additional debt in the form mezzanine
outside the trust. Moody's weighted average LTV for the pooled
portion is 101%, including rakes is 111%. Moody's credit
assessment for this loan is Caa3. Moody's does not rate rake
classes LP-1 and LP-2.

With respect to specially serviced loans, the Four Seasons Nevis
Loan ($51 million; or 4% of the pooled balance) was transferred to
special servicing in October 2008 when it was damaged by Hurricane
Omar. The trust foreclosed on the property on May 27, 2010, and
the property's status is REO. The outstanding advances on this
loan is approximately $40 million including renovation dollars,
operating shortfalls and other expenses. Moody's credit assessment
for this loan is C.

In addition, the James Hotel Loan (4% of pooled balance; or $47
million) is in special servicing. The loan was transferred to
special servicing in March 2012, and has matured as of April 2012.
Located in Chicago, the loan collateral is one of three James
Hotels (NYC, Chicago and Miami), an upscale boutique brand. The
property's NCF for year-end 2011 was $2.8 MM, up from $2.0 million
achieved in 2010. The special servicer has reached an agreement to
forbear through April 2014 with curtailment of senior debt ($8.3
million) and reduced total debt amount ($81.6 million). Moody's
credit assessment for this loan is B3.


WAMU 2003-C1: Moody's Raises Rating on Cl. O Certificates to 'B3'
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes and
affirmed six classes of Washington Mutual Asset Securities Corp.,
Series 2003-C1 Mortgage Pass-Through Certificates, as follows:

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

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

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

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

Cl. H, Affirmed at Aaa (sf); previously on Jul 20, 2011 Upgraded
to Aaa (sf)

Cl. J, Upgraded to Aaa (sf); previously on Jul 20, 2011 Upgraded
to A1 (sf)

Cl. K, Upgraded to Aa3 (sf); previously on Jul 20, 2011 Upgraded
to Baa1 (sf)

Cl. L, Upgraded to Baa1 (sf); previously on Jul 20, 2011 Upgraded
to Ba1 (sf)

Cl. M, Upgraded to Ba2 (sf); previously on Mar 20, 2003 Definitive
Rating Assigned B1 (sf)

Cl. N, Upgraded to B2 (sf); previously on Apr 30, 2009 Downgraded
to Caa1 (sf)

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

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

Ratings Rationale

The upgrades are due primarily to increased subordination levels
from loan paydowns and amortization.

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 2.2% of the current deal balance. At last review,
Moody's cumulative base expected loss was approximately 2.4%.
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 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 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 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 9 compared to a Herf of 18 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 July 20, 2011.

Deal Performance

As of the June 25, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 92% to $46 million
from $572 million at securitization. The Certificates are
collateralized by 33 mortgage loans ranging in size from less than
1% to 27% of the pool, with the top ten loans representing 70% of
the pool. The pool contains no loans with investment-grade credit
assessments. There are also no defeased loans in the pool.

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

Four loans have liquidated from the pool, resulting in an
aggregate realized loss of $387,000 (2% average loan loss
severity). Currently, there are no loans in special servicing.

Moody's has assumed a high default probability for two poorly-
performing loans representing 2% of the pool. Moody's analysis
attributes to these troubled loans an aggregate $211,000 loss (23%
expected loss severity based on a 77% probability default).

Moody's was provided with full-year 2010 and full-year 2011
operating results for 94% and 96% of the performing pool,
respectively. Excluding troubled loans, Moody's weighted average
LTV is 63%, compared to 66% at last full review. Moody's net cash
flow reflects a weighted average haircut of 16.1% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.4%.

Excluding troubled loans, Moody's actual and stressed DSCRs are
1.39X and 1.80X, respectively, compared to 1.45X and 1.73X 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 48% of the pool.
The largest loan is the Center Pointe Plaza Loan ($12 million --
27% of the pool). The loan is secured by a 252,000 square-foot,
single-story power center located in Christiana, Delaware. The
lead tenant is The Home Depot Inc. (Moody's senior unsecured
rating A3, stable outlook). The property was 96% leased at year-
end 2011, compared to 92% at Moody's last review and 100% at
securitization. While property performance has been strong and
stable, leases for the top three tenants (73% of NRA) expire in
January 2013. Moody's analysis considers the substantial lease
rollover risk at the property coupled with loan maturity occurring
one year later in January 2014. The loan has amortized 45% since
securitization. Moody's current LTV and stressed DSCR are 50% and
2.11X, respectively, compared to 43% and 2.44X at last review.

The second-largest loan is the Laurel Vista Apartments Loan ($6
million -- 14% of the pool). The loan is secured by a 62-unit
multifamily property located in the Studio City section of Los
Angeles, California. The property was 100% leased as of March
2012. Performance has been stable. Moody's current LTV and
stressed DSCR are 85% and 1.17X, respectively, compared to 85% and
1.18X at last review.

The third-largest loan is the 400 Westmoreland Loan ($3 million --
7% of the pool). The loan is secured by a 74-unit multifamily
property in Los Angeles, California. The property was 99% occupied
as of year-end 2011. Performance has been stable. Moody's current
LTV and stressed DSCR are 55% and 1.78X respectively, compared to
60% and 1.61X at last review.


* Fitch Cuts Rating on 38 Bonds in 26 US CMBS Transactions to 'D'
-----------------------------------------------------------------
Fitch Ratings has downgraded 38 bonds in 26 U.S. commercial
mortgage-backed securities (CMBS) transactions to 'D', as the
bonds have incurred a principal write-down.  The bonds were all
previously rated 'C' which indicates that Fitch expected a
default.

The action is limited to just the bonds with write-downs.  The
remaining bonds in these transactions have not been analyzed as
part of this review.  Fitch has downgraded the bonds to 'D' as
part of the ongoing surveillance process and will continue to
monitor these transactions for additional defaults.

A spreadsheet detailing Fitch's rating actions on the affected
transactions is available at http://is.gd/wbpAlU


* Moody's Takes Rating Actions on $159 Million Second Lien RMBS
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating of 11
tranches, confirmed the ratings of four tranches, and upgraded the
rating of one tranche from nine residential mortgage-backed
securities (RMBS) from 2000-2006 backed by second-lien loans and
home equity lines of credit.

Ratings Rationale

The actions reflect the recent performance of second lien
transactions and Moody's updated loss expectations on these pools.
Moody's had placed these tranches and transactions on review on
July 6, 2012 where the underlying pool performance had changed
from Moody's previous expectations or where the credit enhancement
had differed from Moody's prior projections. In deriving the final
ratings, Moody's considered the updated pool losses relative to
the total credit enhancement available from subordination, as well
as excess spread and external enhancement such as pool insurance
policies, reserve accounts, and guarantees. In addition, Moody's
considered the volatility of the projected losses and the timing
of the expected defaults. The downgrades are primarily due to
deteriorating collateral performance. The upgrade action is due
primarily to higher credit enhancement levels.

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

For the one tranche included in this action that financial
guarantors insure, noted below, the principal methodology Moody's
uses in determining the rating is the same methodology for rating
securities that do not have a financial guaranty. The credit
quality of RMBS that a financial guarantor insures reflects the
higher of the credit quality of the guarantor or the RMBS without
the benefit of the guaranty; however, for the affected tranche
below, the financial strength of the guarantor is lower than what
the rating of the security would be absent the guaranty.

The primary sources of assumption uncertainty are Moody's central
macroeconomic forecast and performance volatility as a result of
servicer-related activity such as modifications. The unemployment
rate fell from 9.1% in June 2011 to 8.2% in June 2012. Moody's
forecasts a further drop to 7.8% by the end of 2Q 2013. Moody's
expects housing prices to remain stable through the remainder of
2012 before gradually rising towards the end of 2013. Performance
of RMBS continues to remain highly dependent on servicer activity
such as modification-related principal forgiveness and interest
rate reductions. Any change resulting from servicing transfers or
other policy or regulatory change can also impact the performance
of these transactions .

Complete rating actions are as follows:

Issuer: Citigroup HELOC Trust 2006-NCB1

Cl. 2A-2, Confirmed at Baa3 (sf); previously on Jul 6, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

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

Issuer: DLJ ABS Trust Series 2000-6

Cl. M-2, Confirmed at Baa3 (sf); previously on Jul 6, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. B-1, Downgraded to B1 (sf); previously on Jul 6, 2012 Ba2 (sf)
Placed Under Review for Possible Downgrade

Issuer: First Franklin Mortgage Loan Trust 2003-FFA

Cl. I-B-3, Downgraded to Caa1 (sf); previously on Oct 20, 2010
Downgraded to B2 (sf)

Cl. II-M-2, Confirmed at Ba1 (sf); previously on Jul 6, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Issuer: GMACM Home Equity Loan Trust 2004-HE2

Cl. A-4, Downgraded to Ba2 (sf); previously on Jul 6, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Issuer: HLTV Mortgage Loan Trust 2004-1

Notes, Confirmed at Baa3 (sf); previously on Jul 6, 2012 Baa3 (sf)
Placed Under Review for Possible Downgrade

Issuer: HomeBanc Mortgage Trust 2005-2

Cl. M-3, Downgraded to Caa2 (sf); previously on Jul 6, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Issuer: Irwin Home Equity Loan Trust 2005-1

Cl. B-3, Upgraded to Ca (sf); previously on Jul 6, 2012 C (sf)
Placed Under Review for Possible Upgrade

Issuer: Irwin Whole Loan Home Equity Trust 2003-A

Cl. M-1, Downgraded to Baa2 (sf); previously on Jul 6, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Issuer: Irwin Whole Loan Home Equity Trust 2005-A

Cl. M-1, Downgraded to Baa1 (sf); previously on Jul 6, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Downgraded to Baa2 (sf); previously on Jul 6, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. M-3, Downgraded to Baa3 (sf); previously on Jul 6, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. M-4, Downgraded to Ba2 (sf); previously on Jul 6, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. M-5, Downgraded to Ba3 (sf); previously on Jul 6, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. M-6, Downgraded to B1 (sf); previously on Jul 6, 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_SF292849

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

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF237255


* S&P Raises Ratings on 8 Tranches From 2 CLO Transactions
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
tranches from two collateralized loan obligation (CLO)
transactions and removed seven of them from CreditWatch, where S&P
placed them with positive implications on April 18, 2012. "At the
same time, we affirmed our ratings on two tranches and removed one
of them from CreditWatch positive. We withdrew the ratings on the
class A-1LB and A-1L notes following their complete paydown on
June 19, 2012," S&P said.

"Prudential Investment Management manages both CLOs. Both the
deals are past their reinvestment phase and have started to
amortize. The senior notes in both transactions have paid down
significantly and the credit quality of the transactions'
underlying asset portfolios has also improved since our last
rating actions in 2011," S&P said.

"Dryden V-Leveraged Loan CDO 2003 had $2.71 million in the 'CCC'
rated securities according to the June 11, 2012, trustee report,
which we used for our current actions. This compares with more
than $17 million in such securities noted in the Jan. 11, 2011,
report, which we used for our Feb. 16, 2011, actions.
Additionally, the class A and B notes have paid down in full
since our last downgrade," S&P said.

"Dryden VII-Leveraged Loan CDO 2004 currently holds no defaulted
obligations and $8.41 million of 'CCC' rated securities as of the
June 7, 2012, trustee report, which we used for our current
actions. This compares with $4.40 million in defaults and more
than $13.11 million in 'CCC' rated securities in the Dec. 7, 2010,
report which we used for our Jan. 27, 2011 actions. Additionally,
the class A-1 notes have been paid down in full since our last
downgrade. Our ratings on the class D and E notes from Dryden V-
Leveraged Loan CDO 2003 reflect the application of the largest
obligor default test, a supplemental stress test we introduced as
part of our September 2009 corporate criteria update," S&P said.

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

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Dryden V-Leveraged Loan CDO 2003
                        Rating
Class              To           From
C-1                AAA (sf)     AA (sf)/Watch Pos
C-2                AAA (sf)     AA (sf)/Watch Pos
D-1                BBB+ (sf)    BB+ (sf)/Watch Pos
D-2                BBB+ (sf)    BB+ (sf)/Watch Pos
D-3                BBB+ (sf)    BB+ (sf)/Watch Pos
E                  CCC+ (sf)    CCC+ (sf)/Watch Pos

Dryden VII-Leveraged Loan CDO 2004
                        Rating
Class              To           From
A-1LB              NR           AAA (sf)
A-1L               NR           AAA (sf)
A-3F               AAA (sf)     AA+ (sf)
B-1L               AAA (sf)     A+ (sf)/Watch Pos
B-2L               A (sf)       BB+ (sf)/Watch Pos

NR-Not rated.

RATING AFFIRMED

Dryden VII-Leveraged Loan CDO 2004
Class      Rating
A-2L       AAA (sf)


* S&P Lowers Ratings on 4 Certificate Classes to 'D'
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage pass-through certificates from
three U.S. commercial mortgage-backed securities (CMBS)
transactions to due to current and potential interest shortfalls.

"We lowered our ratings on four of these classes to 'D (sf)'
because we expect the accumulated interest shortfalls to remain
outstanding for the foreseeable future. The four classes that we
downgraded to 'D (sf)' have had accumulated interest shortfalls
outstanding between six and seven months," S&P said.  According to
S&P, the recurring interest shortfalls for the respective
certificates are primarily due to one or more of these factors:

    * Appraisal subordinate entitlement reduction (ASER) amounts
      in effect for specially serviced assets;

    * The lack of servicer advancing for assets where the servicer
      has made nonrecoverable advance declarations;

    * Special servicing fees; and

    * Interest rate reductions or deferrals resulting from loan
      modifications.

"Standard & Poor's analysis primarily considered the ASER amounts
based on appraisal reduction amounts (ARAs) calculated using
recent Member of the Appraisal Institute (MAI) appraisals. We also
considered servicer nonrecoverable advance declarations and
special servicing fees that are likely, in our view, to cause
recurring interest shortfalls," S&P said.

"The servicer implements ARAs and resulting ASER amounts in
accordance with each transaction's terms. Typically, these terms
call for the automatic implementation of an ARA equal to 25% of
the stated principal balance of a loan when a loan is 60 days past
due and an appraisal or other valuation is not available within a
specified timeframe. We primarily considered ASER amounts based on
ARAs calculated from MAI appraisals when deciding which classes
from the affected transactions to downgrade to 'D (sf)'. This is
because ARAs based on a principal balance haircut is highly
subject to change, or even reversal, once the special servicer
obtains the MAI appraisals," S&P said.

"Servicer nonrecoverable advance declarations can prompt
shortfalls due to a lack of debt service advancing, the recovery
of previously made advances deemed nonrecoverable, or the failure
to advance trust expenses when nonrecoverable declarations have
been determined. Trust expenses may include, but are not limited
to, property operating expenses, property taxes, insurance
payments, and legal expenses," S&P said.

"We detail the seven downgraded classes from the three U.S. CMBS
transaction," S&P said.

        Citigroup Commercial Mortgage Trust Series 2007-C6

"We lowered our rating to 'D (sf)' on the class J certificate from
Citigroup Commercial Mortgage Trust's series 2007-C6 due to
accumulated interest shortfalls outstanding for seven months.
These interest shortfalls were primarily due to ASER amounts
($960,878) related to 31 ($392.2 million, 8.8%) of the 45 ($716.6
million, 16.0%) assets that are currently with the special
servicer, CWCapital Asset Management LLC (CWCapital), interest not
being advanced ($39,040), shortfall due to interest rate
modification ($63,457), and special servicing fees ($139,670). As
of the July 12, 2012, trustee remittance report, ARAs totaling
$230.2 million were in effect for 34 specially serviced assets.
The reported monthly interest shortfalls totaled $644,393, and
this figure was net of a one-time ASER recovery of $558,921
primarily due to the liquidation of the Quality Inn Norfolk Naval
Station asset that resulted in a $5.5 million loss to the trust.
Interest shortfalls have affected all of the classes subordinate
to and including class J," S&P said.

Bear Stearns Commercial Mortgage Securities Trust Series 2004-PWR3

"We lowered our ratings on the class L, M, N, and P certificates
from Bear Stearns Commercial Mortgage Securities Trust's series
2004-PWR3. We lowered our rating on the class P certificate to 'D
(sf)' to reflect accumulated interest shortfalls outstanding for
six months, primarily due to ASER amounts ($12,157) related to one
($8.8 million; 1.4%) of the four ($34.8 million; 5.4%) assets that
are currently with the special servicer, C-III Asset Management
LLC (C-III), and special servicing fees ($9,044). We lowered our
ratings on classes L, M, and N due to reduced liquidity support
available to these classes and the potential for these classes to
experience interest shortfalls in the future related to the
specially serviced assets. As of the July 11, 2012, trustee
remittance report, an ARA of $3.8 million was in effect for one
specially serviced asset. The reported monthly interest shortfalls
totaled $21,201. Interest shortfalls have affected all of the
classes subordinate to and including class P," S&P said.

             GE Commercial Mortgage Corp. Series 2004-C3

"We lowered our ratings to 'D (sf)' on the class L and M
certificates from GE Commercial Mortgage Corp.'s series 2004-C3
due to accumulated interest shortfalls outstanding for six months.
These interest shortfalls were primarily due to interest not
advanced due to a nonrecoverability determination ($11,799)
related to one ($2.6 million, 0.4%) of two ($17.8 million, 2.6%)
assets that are currently with the special servicer, CWCapital,
interest shortfall due to the loan modification of the Maspeth
Industrial Center loan ($41,491) and special servicing fees
($13,505). As of the July 12, 2012, trustee remittance report an
ARA of $1.0 million was in effect for one specially serviced
asset. The reported monthly interest shortfalls totaled $49,561,
and this figure was net of a one-time deferred interest adjustment
to the trust of $17,116. Interest shortfalls have affected all of
the classes subordinate to and including class L," 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

Citigroup Commercial Mortgage Trust 2007-C6
Commercial mortgage pass-through certificates
                                           Reported
          Rating        Credit      interest shortfalls
Class  To      From     enhcmt(%)  Current  Accumulated
J        D (sf)   CCC- (sf)    3.42     (1,326)    1,442,613

Bear Stearns Commercial Mortgage Securities Trust 2004-PWR3
Commercial mortgage pass-through certificates
                                           Reported
         Rating         Credit       interest shortfalls
Class  To       From     enhcmt(%)   Current  Accumulated
L      CCC+(sf) BB-(sf)      2.88         0            0
M      CCC-(sf) B(sf)        2.02         0            0
N      CCC-(sf) B-(sf)       1.58      (110)           0
P      D(sf)    CCC(sf)      1.15    (9,461)      24,615

GE Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2004-C3
                                           Reported
         Rating         Credit       interest shortfalls
Class  To      From     enhcmt(%)   Current  Accumulated
L      D(sf)   CCC-(sf)     1.28      13,289      55,493
M      D(sf)   CCC-(sf)     0.54      20,995     125,971


* S&P Cuts Ratings on 8 Classes From 5 JC Penney Deals to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'B+'
from 'BB-' on eight classes of certificates from five J.C. Penney
Co. Inc.-related structured finance transactions. "At the same
time, we removed them from CreditWatch with negative
implications," S&P said.

"Our ratings on the eight classes are dependent on our rating on
the underlying security, J.C. Penny Co. Inc.'s 7.625% debentures
due March 1, 2097 ('B+')," S&P said.

"The rating actions reflect the July 11, 2012, lowering of our
rating on the underlying security to 'B+' from 'BB-' and our
removal of the rating from CreditWatch with negative implications,
where it was placed on May 17, 2012. We may take subsequent rating
actions on these transactions due to changes in our rating
assigned to the underlying security," S&P said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1111738.pdf

RATINGS LOWERED

CABCO Trust for JC Penney Debentures
US$52.65 mil ser:trust certificates due 03/01/2097

Class   To  From
Certs.  B+  BB-/Watch Neg

CorTS Trust For J.C. Penney Debentures
US$100 mil corporate-backed trust securities (CorTS) certificates

Class  To  From
Certs  B+  BB-/Watch Neg

Corporate Backed Callable Trust Certificates
J C Penney Debenture-Backed Series 2006-1
US$27.5 mil

Class  To  From
A-1    B+  BB-/Watch Neg
A-2    B+  BB-/Watch Neg

Corporate Backed Callable Trust Certificates
J.C. Penney Debenture Backed Series 2007-1 Trust
US$55 mil corporate backed callable trust certificates
J.C. Penney debentures-backed series 2007-1

Class  To  From
A-1    B+  BB-/Watch Neg
A-2    B+  BB-/Watch Neg

Structured Asset Trust Unit Repackaging (SATURNS)
J.C. Penny Company US$54.5 mil units Series 2007-1

Class  To  From
A      B+  BB-/Watch Neg
B      B+  BB-/Watch Neg




                            *********

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
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the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
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The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
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                           *********

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
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Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

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