TCR_Public/120805.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, August 5, 2012, Vol. 16, No. 216

                            Headlines

AAMES MORTGAGE 2001-1: Moody's Cuts Rating on M-2 Tranche to Caa2
AAMES MORTGAGE 2004-1: Moody's Cuts Rating on M6 Tranche to 'Caa1'
ACE SECURITIES: Moody's Lowers Ratings on Two Tranches to 'Ca'
AMERICAN CREDIT 2012-2: S&P Rates $21.49-Mil. Class D Notes 'BB'
ARES XXIII: S&P Gives 'BB' Rating on $20.2MM Class E Notes

AURUM CLO 2002-1: S&P Withdraws 'B' Ratings on 2 Note Classes
AVENUE CLO: S&P Raises Rating on Class B-2L Notes to 'CCC+'
BANC OF AMERICA 2005-MIB1: Fitch Cuts Rating on Cl. L Certs to Dsf
BEAR STEARNS 1998-C1: Moody's Affirms 'C' Rating on Cl. I Certs.
BEAR STEARNS 2001-TOP2: Fitch Keeps Dsf Ratings on 6 Sec. Classes

BEAR STEARNS 2006-HE10: Moody's Cuts Rating on II-1A-1 Secs. to B3
BECKMAN COULTER: Fitch Affirms 'BB-' Rating on $92MM Class A Notes
BRISTOL BAY: S&P Raises Rating on Class B Notes to 'B+'
CARLYLE VEYRON: S&P Raises Rating on Class D Notes From 'BB+'
CIFC FUNDING 2012-I: S&P Rates $10-Mil. Class B-3L Notes 'B'

COLUMBUSNOVA IV: S&P Raises Rating on Class D Notes to 'BB+'
CONCORD REAL: Fitch Affirms 'CCCsf' Ratings on Three Note Classes
CREDIT SUISSE 1999-C1: Fitch Keeps Junk Rating on 4 Cert. Classes
CREDIT SUISSE 2001-CK3: Fitch Affirms 'Dsf' Rating on Cl. J Certs.
CREDIT SUISSE 2001-CK6: Moody's Cuts Ratings on 2 Certs. to 'Caa3'

CSAM FUNDING: Mood's Raises Rating on Class D Notes to 'Ba1'
CW CAPITAL: Moody's Downgrades Rating on Class C Notes to 'C'
DLJ COMMERCIAL 2000-CPK1: Fitch Affirms 'Dsf' Ratings on 3 Certs.
EMBARCADERO RE: S&P Gives 'BB+' Rating on 2012-II Class A Notes
ENTERTAINMENT PROPERTIES: Fitch Rates Preferred Stock 'BB'

FIELDSTONE MORTGAGE: Moody's Cuts Rating on M3 Tranche to 'Caa1'
FIRST HORIZON 2007-1: Moody's Cuts Ratings on 2 Tranches to 'Caa1'
FIRST UNION: Fitch Affirms 'D' Rating on $12.5MM Class K Notes
FORTRESS CREDIT V: S&P Rates $19.8MM Class E Notes 'BB'
FORTRESS CREDIT VI: S&P Assigns 'BB' Rating on Class E Notes

FRASER SULLIVAN VI: S&P Affirms 'BB' Rating on Class D Notes
GANNETT PEAK I: S&P Raises Ratings on 2 Note Classes to 'B+'
GE COMMERCIAL 2003-C2: Fitch Lowers Rating on 5 Cert. Classes
GMACM HOME: Moody's Lowers Rating on Cl. A-2 Tranche to 'Caa1'
GRAMERCY PARK: S&P Rates Class D Deferrable Notes 'BB'

GRAYSON CDO: S&P Raises Ratings on 2 Note Classes to 'B+'
GS MORTGAGE: Fitch Rates $756.3-Mil. Class A-M Notes 'BBsf'
HARVEST CLO: Loan Assignment Won't Affect Moody's Note Ratings
INSTITUTIONAL MORTGAGE: Fitch Puts Low-B Ratings on 2 Note Classes
IVY HILL III: S&P Assigns 'BB' Rating on $19MM Class E Notes

JPMORGAN 2002-CIBC4: Moody's Cuts Rating on Class E Certs. to 'C'
KINGSLAND II: S&P Raises Rating on Class D Loan to 'B'
KKR FINANCIAL 2006-1: S&P Raises Rating on Class E Notes From 'BB'
LB-UBS COMMERCIAL 2004-C6: Fitch Lowers Ratings on 5 Cert Classes
LCM II: S&P Affirms 'BB+' Ratings on 2 Note Classes; Off Watch

MARATHON REAL: Fitch Affirms 'CCCsf' Ratings on 5 Note Classes
MERRILL LYNCH: Moody's Cuts Ratings on Two Note Classes to 'C'
MORGAN STANLEY 2011-C3: Moody's Affirms B2 Rating on Cl. G Certs.
MORGAN STANLEY 2012-C5: Fitch Gives Low-B Ratings on 2 Notes
MUIR WOODS: S&P Rates $5.5MM Class F Deferrable Notes 'B'

N-45 FIRST: Moody's Raises Rating on Class F Bonds to 'Ba1'
NEW CENTURY: Moody's Raises Rating on Cl. M-2 Tranche to 'Caa1'
PERITUS I: S&P Raises Rating on Class C Notes to 'B+'; Off Watch
RAIT CRE: Fitch Affirms Rating on 11 Note Classes
RAMP SERIES: Moody's Raises Ratings on Three Tranches to 'Caa3'

RESI FINANCE: Moody's Lowers Rating on Class B6 Tranche to 'Ca'
SECURITIZED ASSET 2005-WF4: Moody's Keeps 'C' Rating on M4 Secs.
SEQUOIA MORTGAGE: Moody's Raises Rating on Cl. M-1 Bond to 'Caa1'
SIERRA TIMESHARE 2011-2: Fitch Keeps 'BBsf' Rating on Cl. C Notes
SORIN REAL: Fitch Affirms Junk Rating on Six Note Classes

JPMORGAN 2002-CIBC4: Fitch Lowers Ratings on 3 Cert. Classes
SOUNDVIEW HOME 2005-4: Moody's Lifts Rating on M-1B Tranche to B3
SOUNDVIEW HOME: Moody's Confirms 'Caa2' Ratings on Two Tranches
SPECIALTY UNDERWRITING: Moody's Lifts Rating on A-2D Tranche to B2
SPRINGLEAF MORTGAGE 2012-2: S&P Rates Class B-2 Notes 'BB(sf)'

STRUCTURED ASSET: Moody's Cuts Ratings on Two Tranches to 'C'
SYMPHONY CLO X: S&P Rates Class E Deferrable Notes 'BB'
U.S. EDUCATION: Fitch Affirms 'Bsf' Ratings on Four Loan Classes
VERTICAL CRE: Fitch Cuts Rating on Seven Note Classes to 'Dsf'
WACHOVIA BANK 2006-C28: Moody's Cuts Rating on 2 Note Classes to C

WAMU 2003-AR12: Moody's Lifts Ratings on Two Tranches to 'Ca'
WFRBS 2011-C4: Stable Performance Cues Fitch to Affirm All Ratings

* Fitch Cuts Ratings on 649 Distressed Bonds in 294 US RMBS Deals
* Fitch Takes Various Rating Actions on 18 CRE CDOs
* S&P Affirms Ratings on 14 Classes From 10 RMBS Transactions
* S&P Raises Ratings on 22 Tranches From 18 CDO Transactions
* S&P Lowers Ratings on 16 Tranches From 5 U.S. CDO Transactions

* S&P Lowers Ratings on 7 Classes From 5 15 US RMBS Subprime Deals
* S&P Cuts Ratings on 488 Classes From 260 RMBS NIMS Deals to 'D'
* S&P Lowers Ratings on 565 Classes From 300 US RMBS Deals to 'D'
* S&P Lowers Ratings on 86 Classes From 16 US RMBS Transactions
* S&P Lowers Ratings on 155 Classes From 44 US RMBS Transactions

* S&P Lowers Ratings on 12 Classes From 5 RMBS Re-REMIC Deals
* S&P Lowers Ratings on 46 Classes From 31 US RMBS Transactions
* S&P Lowers Ratings on 113 Classes From 17 RMBS Prime Jumbo Deals
* S&P Withdraws Ratings on 29 Note Classes From 11 CDO Deals



                            *********


AAMES MORTGAGE 2001-1: Moody's Cuts Rating on M-2 Tranche to Caa2
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on three
tranches and confirmed the ratings on two tranches from two RMBS
transactions backed by Subprime loans issued by Aames Mortgage
Investment Trust in 2001.

Ratings Rationale

The actions are a result of the recent performance review of
Subprime pools originated before 2005 and reflect Moody's updated
loss expectations on these pools. In addition, the ratings on the
Classes M-1 and M-2 issued by Aames Mortgage Investment Trust
2001-1 and Class M-1 issued by Aames Mortgage Investment Trust
2001-2 take into account the relative amount of interest
shortfalls associated with those tranches. The current interest
shortfalls in these tranches are not expected to be completely
paid-off.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, "Pre-2005 US RMBS Surveillance Methodology"
published in January 2012, and "Moody's Approach to Rating
Structured Finance Securities in Default" published in November
2009.

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

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

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

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

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

The primary 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: Aames Mortgage Trust 2001-1

Cl. M-1, Downgraded to B1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. M-2, Downgraded to Caa2 (sf); previously on Mar 17, 2011
Downgraded to B3 (sf)

Issuer: Aames Mortgage Trust 2001-2

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

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

Cl. M-1, Downgraded to B1 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

A list of these actions including CUSIP identifiers may be found
at http://moodys.com/viewresearchdoc.aspx?docid=PBS_SF292533

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


AAMES MORTGAGE 2004-1: Moody's Cuts Rating on M6 Tranche to 'Caa1'
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on three
tranches issued by Aames Mortgage Investment Trust 2004-1. Also
two of the tranches remain on review for possible downgrade.

Ratings Rationale

The actions are a result of the recent performance review of
Subprime pools originated before 2005 and reflect Moody's updated
loss expectations on these pools. In addition, the rating actions
take into consideration the current interest shortfalls associated
with the impacted tranches. The ratings on the Class M-4 and Class
M-5 tranches are on watch for downgrade due to interest
shortfalls. The servicer of these transaction, Ocwen Loan
Servicing, has indicated that they will be reversing the advance
recoupment in accordance with their announced policy on servicing
advance recovery. The review will be concluded based on the
actions taken by the servicer and the trustee.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, "Pre-2005 US RMBS Surveillance Methodology"
published in January 2012, and "Moody's Approach to Rating
Structured Finance Securities in Default" published in November
2009.

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

The above 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: Aames Mortgage Investment Trust 2004-1

Cl. M4, Downgraded to Aa3 (sf) and Placed Under Review for
Possible Downgrade; previously on Mar 17, 2011 Confirmed at Aaa
(sf)

Cl. M5, Downgraded to A2 (sf) and Remains On Review for Possible
Downgrade; previously on Jan 31, 2012 Aa2 (sf) Placed Under Review
for Possible Downgrade

Cl. M6, Downgraded to Caa1 (sf); previously on Mar 17, 2011
Downgraded to B2 (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF291972

A list of updated estimated pool losses, sensitivity analysis, and
tranche recovery details is being posted on an ongoing basis for
the duration of this review period and may be found at:

  http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF237255


ACE SECURITIES: Moody's Lowers Ratings on Two Tranches to 'Ca'
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on 4
tranches, upgraded the ratings on 2 tranches and confirmed the
ratings on 8 tranches from eight subprime RMBS transactions issued
by ACE. The collateral backing these transactions are subprime
residential mortgage loans.

Complete rating actions are as follows:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
HE3

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

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
HE5

Cl. M-3, Upgraded to Caa2 (sf); previously on May 30, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

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

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
WF1

Cl. M-1, Downgraded to A1 (sf); previously on May 30, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. M-3, Confirmed at B3 (sf); previously on May 30, 2012 B3 (sf)
Placed Under Review for Possible Downgrade

Cl. M-4, Confirmed at Caa2 (sf); previously on May 30, 2012 Caa2
(sf) Placed Under Review for Possible Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
ASAP2

Cl. A-2C, Downgraded to B3 (sf); previously on May 30, 2012 B2
(sf) Placed Under Review for Possible Upgrade

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

Cl. A-2D, Confirmed at Caa3 (sf); previously on May 30, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
HE3

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

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
OP1

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

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

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
OP2

Cl. A-1, Confirmed at Caa3 (sf); previously on May 30, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-
HE2

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

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 Moody's current
view on loan modifications As a result of an extension of the Home
Affordable Modification Program (HAMP) to 2013 and an increased
use of private modifications, Moody's is extending its previous
view that loan modifications will only occur through the end of
2012. It is now assuming that the loan modifications will continue
at current levels until the end of 2013.

To assess the rating implications of the updated loss levels on
subprime RMBS, each individual pool was run through a variety of
scenarios in the Structured Finance Workstation(R) (SFW), the cash
flow model developed by Moody's Wall Street Analytics. This
individual pool level analysis incorporates performance variances
across the different pools and the structural features of the
transaction including priorities of payment distribution among the
different tranches, average life of the tranches, current balances
of the tranches and future cash flows under expected and stressed
scenarios. The scenarios include ninety-six different combinations
comprising of six loss levels, four loss timing curves and four
prepayment curves. The volatility in losses experienced by a
tranche due to extended foreclosure timelines by servicers is
taken into consideration when assigning ratings.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in April 2011 to 8.2% 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_SF293472

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


AMERICAN CREDIT 2012-2: S&P Rates $21.49-Mil. Class D Notes 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 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 ratings reflect S&P's view of:

    The availability of approximately 45.02%, 41.72%, 35.36%, and
    30.30% 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 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 rated
    notes by the assumed legal final maturity dates under our
    stressed cash flow modeling scenarios that we believe are
    appropriate for the assigned ratings," S&P said.

    "Our 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 our 'A+ (sf)', 'A (sf)',
    and 'BBB (sf)' ratings. These potential rating movements are
    consistent with our 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," S&P said.

    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/1111732.pdf

RATINGS ASSIGNED
American Credit Acceptance Receivables Trust 2012-2

Class    Rating      Type           Interest          Amount
                                    rate            (mil. $)
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


ARES XXIII: S&P Gives 'BB' Rating on $20.2MM Class E Notes
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Ares
XXIII CLO Ltd./Ares XXIII CLO LLC's $384.85 million fixed- and
floating-rate notes following the transaction's effective date as
of June 25, 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.co

RATINGS AFFIRMED
Ares XXIII CLO Ltd./Ares XXIII CLO LLC

Class                  Rating       Amount (mil. $)
A                      AAA (sf)             270.900
B-1                    AA (sf)               17.950
B-2                    AA (sf)               10.000
C (deferrable)         A (sf)                43.000
D (deferrable)         BBB (sf)              22.575
E (deferrable)         BB (sf)               20.425
Subordinated           NR                    45.150

NR-Not rated.


AURUM CLO 2002-1: S&P Withdraws 'B' Ratings on 2 Note Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings the class
A-2, B, C, D-1, and D-2 notes from Aurum CLO 2002-1 Ltd., a cash
flow collateralized loan obligation (CLO) transaction backed by
corporate loans and managed by Deutsche Asset Management Inc.

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

"Standard & Poor's received a notice from Deutsche Bank Investment
Management Americas Inc., the subadvisor to the transaction's
investment manager, on June 4, 2012, indicating their intention to
sell the majority of the collateral portfolio and apply the
proceeds from the sale to the payment of the rated liabilities.
According to the notice, the action was taken to avoid the
transaction potentially having insufficient interest proceeds to
meet the covenanted levels for the interest coverage tests," S&P
said.

The transaction paid the class A-2, B, C, D-1, and D-2 notes down
in full on the July 15, 2012, payment date, from outstanding
balances of $0.82 million, $30.00 million, $14.00 million, $10.00
million, and $3.00 million.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATINGS WITHDRAWN

Aurum CLO 2002-1 Ltd.
                            Rating
Class               To                  From
A-2                 NR                  AAA (sf)
B                   NR                  AAA (sf)
C                   NR                  A (sf)
D-1                 NR                  B (sf)
D-2                 NR                  B (sf)

NR-Not rated.


AVENUE CLO: S&P Raises Rating on Class B-2L Notes to 'CCC+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised and removed from
CreditWatch its ratings on three classes of notes from Avenue CLO
Fund Ltd., a collateralized loan obligation (CLO) transaction
managed by Avenue Capital Management II LP. "We also affirmed our
ratings on four classes and removed two from CreditWatch with
positive implications," S&P said.

"The actions on the three class A notes reflect the paydowns to
the class A-1L notes and the increase in the overcollateralization
(O/C) levels since the last review in March 2011. Since February
2011, the class A-1L note has paid down $97 million to 21% of its
original balance, and the class A O/C ratio has increased to
131.3% from 116.6%," S&P said.

"The positive developments were muted for the class B notes. As
of July 2012, the balance of defaulted assets has decreased to
$16.99 million from $18.46 million in February 2011, while the
balance of 'CCC' rated assets increased to $30.37 million from
$17.57 million. Since the portfolio value has decreased by over
$100 million due to the paydowns, the amount of 'CCC' rated assets
as a percentage of the remaining portfolio has increased
significantly, causing increased par haircuts to the coverage
ratios. Despite the paydowns to the senior note since the last
review, the class B-2L O/C ratio has only increased by 0.03%," S&P
said.

The rating actions on the class A-3L and the three class B notes
are driven by the top obligor test.

The class P1 notes are backed by U.S. Treasury strips.

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

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

      http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Avenue CLO Fund Ltd.

Class              Rating
             To               From
A-2L         AAA (sf)         AA (sf)/Watch Pos
A-3L         A+ (sf)          A- (sf)/Watch Pos
B-1F         BB+ (sf)         BB+ (sf)/Watch Pos
B-1L         BB+ (sf)         BB+ (sf)/Watch Pos
B-2L         CCC+ (sf)        CCC- (sf)/Watch Pos

RATINGS AFFIRMED

Avenue CLO Fund Ltd.

Class                Rating
A-1L                 AAA (sf)
P1                   AA+ (sf)


BANC OF AMERICA 2005-MIB1: Fitch Cuts Rating on Cl. L Certs to Dsf
------------------------------------------------------------------
Fitch Ratings has affirmed nine classes and downgraded one class
of Banc of America Large Loan 2005-MIB1 (BALL 2005-MIB1)
commercial mortgage pass-through certificates.  Fitch's
performance expectation incorporates prospective views regarding
the outlook of the commercial real estate market.

Although the base case modeled loss increased, affirmations to
classes B through K are warranted as the largest loan in the pool,
Westin Times Square (74.8% of the pool), continues to be a strong
performer in its market and according to the servicer, is expected
to refinance which would result in increased pool credit
enhancement.  As such several of the classes have been placed on
outlook positive.  Concerns remain, however, regarding the
ultimate resolution of the remaining three loans, which are all
specially serviced.  In addition, the most junior class, class K,
incurred a principal loss in July 2012 and interest shortfalls are
affecting classes J through L.

The transaction is collateralized by four loans, two of which are
secured by hotels (82.7%), one industrial (10.5%) and one retail
(6.8%).  Three of the four loans (25.3%) are in special servicing.
The two largest pooled contributors to modeled losses (by unpaid
principal balance) in the 'B' stress scenario are: Radisson Resort
Parkway (8%) and The Shops at Grand Avenue (6.8%).

The Radisson Resort Parkway is a 718 key full-service hotel
located in Kissimmee, FL.  The property is adjacent to Walt
Disney's Celebration and is located 1.5 miles from Walt Disney
World.  The loan originally transferred to special servicing in
July 2009.  Property performance continues to struggle with the
property reporting a negative year-end (YE) 2011 net cash flow.
As of June 2012, the trailing 12 month (TTM) reported occupancy,
average daily rate (ADR) and revenue per available room (RevPAR)
of 55.2%, $65 and $36, respectively, compared with 78.5%, $76 and
$60 at issuance.  However, the property is performing better than
its competitive set.  The servicer reports that the loan is a non-
performing matured loan with a receiver in place.

The Shops at Grand Avenue is a 291,033 square foot (sf) regional
mall located in Milwaukee, WI.  The collateral consists of 168,364
sf of in-line space.  The property is anchored by The Boston Store
(not part of the collateral) and includes major tenants such as TJ
Maxx (lease expiration in March 2014) and Office Max (lease
expiration in March 2016).  As of July 2012, the property reported
an overall occupancy of 38.35% compared with overall occupancy of
78.6% at issuance.  The servicer reports that the loan is in the
process of foreclosure.

Fitch downgrades the following class due to realized losses:

  -- $27.5 million class L to 'Dsf' from 'CCsf', RE 0%.

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

  -- $25.5 million class B at 'AAAsf'; Outlook Stable;
  -- $51.2 million class C at 'AAAsf'; Outlook Stable;
  -- $30.3 million class D at 'AA+sf'; Outlook to Positive from
     Stable;
  -- $30.3 million class E at 'AAsf'; Outlook to Positive from
     Stable;
  -- $30.3 million class F at 'AA-sf'; Outlook to Positive from
     Stable;
  -- $30.3 million class G at 'A-sf'; Outlook Stable;
  -- $25.3 million class H at 'BBB+sf'; Outlook Stable;
  -- $28.8 million class J at 'BBsf'; Outlook Negative;
  -- $30.8 million class K at 'CCCsf', RE 85%.

Classes A-1 and A-2 and interest-only classes X-1A and X-4 have
paid in full.

Fitch previously withdrew the ratings of interest-only classes X-
1B, X-2, X-3 and X-5.


BEAR STEARNS 1998-C1: Moody's Affirms 'C' Rating on Cl. I Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed seven classes of Bear Stearns Commercial Mortgage
Securities Inc., Commercial Mortgage Pass-Through Certificates,
Series 1998-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, Affirmed at Aaa (sf); previously on Mar 9, 2011 Confirmed
at Aaa (sf)

Cl. G, Upgraded to Ba1 (sf); previously on Jun 29, 1998 Assigned
Ba2 (sf)

Cl. H, Affirmed at B1 (sf); previously on May 25, 2006 Downgraded
to B1 (sf)

Cl. I, Affirmed at C (sf); previously on May 25, 2006 Downgraded
to C (sf)

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

Ratings Rationale

The upgrade is due overall stable pool performance and increased
credit support from paydowns and amortization.

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

Moody's rating action reflects a cumulative base expected loss of
0.6% of the current balance compared to 1.0% at last review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

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

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 5 compared to 6 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 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 81% to $137.7
million from $714.7 million at securitization. The Certificates
are collateralized by 28 mortgage loans ranging in size from less
than 1% to 14% of the pool, with the top ten loans representing
35% of the pool. Fifteen loans, representing 63% of the pool, have
defeased and are secured by U.S. Government securities.

Two loans are on the master servicer's watchlist, representing 2%
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.

Fourteen loans have been liquidated since securitization, of which
13 loans generated an aggregate $21.0 million loss (49% average
loss severity). Currently, there are no loans in special
servicing.

Moody's has assumed a high default probability for one poorly
performing loan representing 1% of the pool and has estimated
approximately $300,000 loss (20% expected loss based on a 50%
probability default) from this troubled loan.

Moody's was provided with full year 2010 and 2011 operating
results for 100% of the pool. Excluding defeased and troubled
loans, Moody's weighted average conduit LTV is 57% compared to 54%
at last Moody's prior. Moody's net cash flow (NCF) reflects a
weighted average haircut of 12.6% to the most recently available
net operating income. Moody's value reflects a weighted average
capitalization rate of 9.4%.

Excluding defeased and troubled loans, Moody's actual and stressed
conduit DSCRs are 1.61X and 2.02X, respectively, compared to 1.77X
and 2.13X at last review. Moody's actual DSCR is based on Moody's
net cash flow and the loan's actual debt service. Moody's stressed
DSCR is based on Moody's NCF and a 9.25% stressed rate applied to
the loan balance.

The top three performing loans represent 25% of the pool balance.
The largest loan is the Mission Marketplace Loan ($18.9 million --
13.8% of the pool), which is secured by a 344,100 square foot (SF)
retail center located in Oceanside, California. Major tenants
include Kmart, Mission Market Cinema and Henry Markets. As of
March 2012, the property was 88% leased compared to 90% at last
review. In 2011, the net operating income (NOI) slightly declined
due a decline in base rents and expense recoveries. The loan
matures in six months. Moody's LTV and stressed DSCR are 73% and
1.33X, respectively, compared to 70% and 1.40X at last review.

The second largest loan is the Rio Entertainment Center Loan ($9.5
million -- 6.9% of the pool), which is secured by a 198,057 SF
retail center located in Gaithersburg, Maryland. The center is
situated in a retail corridor adjacent to the Washingtion National
Pike (US Highway 270). Major tenants include Loews Theaters and
Sports & Health Company. As of December 2011, the property was 99%
leased compared to 94% at last review. In 2011, the NOI declined
due to a decrease in revenues and an increase in operating
expenses. The loan matures in ten months. Moody's LTV and stressed
DSCR are 41% and 2.5X, respectively, compared to 36% and 2.9X at
last review.

The third largest loan is the Coast Distributing Building Loan
($5.49 million -- 4.0% of the pool), which is secured by a 127,000
SF industrial property located in San Diego, California. The
property is 100% leased to Anheuser Busch, which owns the
property. Performance remains stable. The loan matures in ten
months. Moody's LTV and stressed DSCR are 70% and 1.51X,
respectively, compared to 70% and 1.48X at last review.


BEAR STEARNS 2001-TOP2: Fitch Keeps Dsf Ratings on 6 Sec. Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Bear Stearns Commercial
Mortgage Securities Inc., Series 2001-Top2.

The affirmations reflect Fitch expected losses across the pool, as
well as the pool concentration and adverse selection among
remaining loans.  As of the July 2012 distribution date, the
pool's aggregate principal balance has been reduced by 94.8%
(which includes 5.12% in realized losses) to $52.6 million from
$1.0 billion at issuance.  Although the transaction has
experienced significant paydowns, the remaining pool is highly
concentrated with only 15 of the original 141 loans remaining, one
of which (1.3% of the pool balance) is fully defeased.  Current
risk exposure of the remaining pool includes vacant buildings,
single tenant properties, as well as properties located in
secondary markets.

Fitch modeled losses of 17.33% of the remaining pool; expected
losses of the original pool are at 6.02%.  Fitch has designated
six loans (60%) as Fitch Loans of Concern, including the largest
loan in the pool (17.8%) which is currently the only loan in
special servicing as of the July 2012 distribution date.  Fitch
expects class F to be significantly impacted and class G to be
fully depleted from losses associated with the specially serviced
asset.  Interest shortfalls are affecting classes G, H, J, L and
M.

The largest contributor to Fitch-modeled losses, and the largest
loan in the pool (17.8% of pool balance), is secured by six mobile
home parks containing a total of 706 pads in the Grand Rapids, MI
market.  The loan transferred to special servicing in February
2009 for payment default.  The properties had converted to bank
real estate owned (REO) via foreclosure in January 2011.  In April
2012, the servicer had deemed the asset as non-recoverable.  The
servicer continues to work on stabilizing the properties and
market them for sale.  The servicer has hired a management company
to manage the property and sales listing.

The second largest contributor to Fitch-Modeled losses, and the
second largest loan in the pool (15.1%), is secured by a 53,404
square foot (sf) office and research & development building in
Sunnyvale, CA.  The property was 100% leased to a single tenant
until its lease expiration in April 2011; the building is now 100%
vacant.  In June 2011 the asset was transferred to special
servicing for imminent default; debt service payments remained
current and the asset was returned to the master servicer in
November 2011.  The servicer has reported that the asset managers
continue to actively market the property for lease and are
currently in discussions with two prospective tenants.

Fitch affirms the following classes:

  -- $9.8 million class C at 'BBsf'; Outlook Stable;
  -- $10.1 million class D at 'B-sf'; Outlook Negative;
  -- $23.9 million class E at 'Csf'; RE 55%;
  -- $8.8 million class F at 'Csf'; RE 0%;
  -- $87 thousand class G at 'Dsf'; RE 0%;
  -- Class H at 'Dsf'; RE 0%;
  -- Class J at 'Dsf'; RE 0%;
  -- Class K at 'Dsf'; RE 0%;
  -- Class L at 'Dsf'; RE 0%;
  -- Class M at 'Dsf'; RE 0%;

Classes H, J, K, L, M, and the unrated class N have been reduced
to zero due to realized losses.  Classes A-1, A-2, B, and X-2 have
paid in full.

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


BEAR STEARNS 2006-HE10: Moody's Cuts Rating on II-1A-1 Secs. to B3
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on one
tranche, upgraded the ratings on two tranches and confirmed the
ratings on two tranches from three subprime RMBS transactions
issued by Bear Stearns and Long Beach. The collateral backing
these transactions are subprime residential mortgage loans.

Complete rating actions are as follows:

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE11

Cl. A-2, Upgraded to Aa3 (sf); previously on May 30, 2012 A2 (sf)
Placed Under Review for Possible Upgrade

Cl. A-3, Upgraded to A3 (sf); previously on May 30, 2012 Baa2 (sf)
Placed Under Review for Possible Upgrade

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE10

Cl. I-A-1, Confirmed at Baa1 (sf); previously on May 30, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. II-1A-1, Downgraded to B3 (sf); previously on Sep 24, 2010
Downgraded to B1 (sf)

Issuer: Long Beach Mortgage Loan Trust 2005-WL3

Cl. I-A4, Confirmed at Ba1 (sf); previously on May 30, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Underlying Rating: Confirmed at Ba1 (sf); previously on May 30,
2012 Ba1 (sf) Placed Under Review for Possible Upgrade

Financial Guarantor: MBIA Insurance Corporation (B3 placed on
review for possible downgrade on Dec 19, 2011)

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 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.

Certain securities, as noted below, are insured by financial
guarantors. For securities insured by a financial guarantor, the
rating on the securities is the higher of (i) the guarantor's
financial strength rating and (ii) the current underlying rating
(i.e., absent consideration of the guaranty) on the security. The
principal methodology used in determining the underlying rating is
the same methodology for rating securities that do not have a
financial guaranty and is as described earlier.

The primary source of assumption uncertainty is the 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_SF293162

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


BECKMAN COULTER: Fitch Affirms 'BB-' Rating on $92MM Class A Notes
------------------------------------------------------------------
Fitch Ratings affirms the ratings and Rating Outlook on one class
of Beckman Coulter, Inc., series BC 2000-A as follows:

  -- $92.2 million class A at 'BB-'; Outlook Positive.

The affirmation is the result of stable performance at the two
collateral properties and continued creditworthiness of the
tenant.  The single tenant at both properties, Danaher
Corporation, is an investment grade-rated tenant that operates
five distinct business segments that specialize in the
manufacturing, design, and marketing of products and services
focused in the life sciences industry.  The Positive Outlook
reflects the potential for a future upgrade if the tenant
continues to operate at both of the subject properties and if the
loan continues to amortize as expected through the maturity date.

The loans are secured by two single-tenant office/research and
development facilities, located in Brea, CA and Miami, FL and
comprising a total of approximately 1.1 million square feet.  Each
property is subject to a triple net lease in which the tenant is
obligated to remit rental payments at a rate reflecting an amount
equal to the loan's principal and interest payments.  The leases
expire within one month of the loans' maturity dates of June 30,
2018.  Assuming no defaults or prepayments, the confined balance
of the loans at maturity is expected to be approximately $53.1
million ($46 per square foot).

The loan remains current on its principal and interest payments.
As part of its analysis, Fitch took the current in-place rents and
deducted market vacancy factors, market management fees, and
assumed capital expenditures and leasing costs in order to derive
a normalized operating cash flow for the properties.  The
resulting stressed debt service coverage ratio, which gives credit
for amortization and is based upon Fitch's stressed cash flow and
a debt service constant of 9.66%, is 1.47x.  Fitch also considered
an additional stressed assumption with limited credit given to the
investment grade tenant.

As of the July 2012 distribution date, the pool's aggregate
certificate balance has decreased 15.9% to C$92.2 million from
C$109.7 million at issuance.  The loans mature Nov. 15, 2018 and
have a weighted-average coupon of 7.5%.


BRISTOL BAY: S&P Raises Rating on Class B Notes to 'B+'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, and B notes from Bristol Bay Funding Ltd., a U.S. hybrid
collateralized loan obligation (CLO) transaction that is managed
by Highland Capital Management L.P. "We also removed the class
A-2 and B notes from CreditWatch with positive implications.
Hybrid CLOs are corporate collateralized debt obligation (CDO)
transactions that combine elements of both cash flow and synthetic
CDOs," S&P said.

"The transaction's portfolio modification period ended in February
2011. Since then, the reference obligations have started to
amortize and as a result the retained calculation amount has been
reduced by more than $187 million.  The upgrades reflect
improvements in the level of collateralization available to the
tranches as a result of the amortization of the reference
obligations, as well as improvements in the credit quality of the
transaction's underlying asset portfolio since our July 2011
review. We also note that the amount defaulted assets held in the
portfolio has decreased over the same period," S&P said.

"The rating action on the B notes was driven by the application of
the largest obligor test, a supplemental stress test we introduced
as part of our corporate CDO criteria update," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Bristol Bay Funding Ltd.

                       Rating
Class               To           From
A-1                 AAA (sf)     AA+ (sf)
A-2                 AA+ (sf)     A+ (sf)/Watch Pos
B                   B+ (sf)      CCC+ (sf)/Watch Pos


CARLYLE VEYRON: S&P Raises Rating on Class D Notes From 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of notes from Carlyle Veyron CLO Ltd., a collateralized
loan obligation (CLO) transaction backed by corporate loans. The
deal is managed by Carlyle Investment Management LLC. "At the same
time, we removed the ratings from CreditWatch with positive
implications, where we placed them on April 18, 2012. We affirmed
our ratings on two other classes from the transaction," S&P said.

"This transaction is currently in its amortization period as of
July 2011. The upgrades reflect pay downs of $45.7 million, $5.03
million, $7.55 million to the class A-1-A, A-1-R(Rev), and A-2
notes, respectively, since our April 2011 rating actions. Due to
this and other factors, the senior overcollateralization (O/C)
ratio increased to 127.31% as of the July 2012 trustee report from
122.66% as of the February 2011 trustee report, which we used for
our April 2011 rating actions," S&P said.

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

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

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Carlyle Veyron CLO Ltd.
                Rating
Class        To         From
A-1-B        AAA (sf)   AA+ (sf)/Watch Pos
A-2          AAA (sf)   AA+ (sf)/Watch Pos
B            AA+ (sf)   A+ (sf)/Watch Pos
C(Def)       AA- (sf)   A- (sf)/Watch Pos
D(Def)       BBB+ (sf)  BB+ (sf)/Watch Pos

RATINGS AFFIRMED

Carlyle Veyron CLO Ltd.
Class          Rating
A-1-A          AAA (sf)
A-1-R(Rev)     AAA (sf)


CIFC FUNDING 2012-I: S&P Rates $10-Mil. Class B-3L Notes 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 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 ratings reflect S&P's view of:

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

-  The transaction's credit enhancement, which is sufficient to
    withstand the defaults applicable for the supplemental tests
    (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.

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

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

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

         http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED
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.


COLUMBUSNOVA IV: S&P Raises Rating on Class D Notes to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised and removed from
CreditWatch with positive implications its ratings on the class A-
1, A-2, B, C, and D notes from ColumbusNova CLO IV Ltd. 2007-II, a
U.S. collateralized loan obligation (CLO) managed by Columbus Nova
Credit Investment Management LLC.

"The upgrades reflect improving credit support since our April
2010 rating actions, primarily due to the assets' strengthened
credit quality," S&P said.

"As of the July 9, 2012, monthly report, the transaction's
portfolio had $8.83 million in 'CCC' rated assets, down from
$42.40 million in the Dec. 8, 2009, monthly report, which we used
for the April 2010 rating actions. When calculating the
overcollateralization (O/C) ratios, the O/C numerator is haircut
by an amount equal to the portion of the 'CCC' rated collateral
that exceed the threshold specified in the transaction documents.
Though the transaction breached this threshold in December 2009,
the current level of 'CCC' rated assets is within the appropriate
threshold. 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
zero defaulted assets, down from $19.13 million in the December
2009 trustee report," S&P said.

"Standard & Poor's notes that the transaction is currently passing
its interest diversion O/C test, and remains in its reinvestment
period until October 2014. The transaction is structured such that
failure of this test will, during the reinvestment period of the
transaction, divert a specified amount of excess interest proceeds
equal to the lesser of 65.00% of the available interest proceeds
and the amount necessary to cure the test. This amount is to be
deposited into the principal collection account for reinvestment.
The transaction has not failed this test in the period since our
April 2010 rating actions. According to the July 2012 trustee
report, the interest diversion O/C test result was 112.33%,
compared with a required minimum of 107.10%," S&P said.

"Additionally, the transaction's A/B, C, and D O/C ratio tests
have improved over the same period, and the weighted average
spread has increased by 0.89%," S&P said.

"This transaction has previously experienced subordinate debt
cancellations without payment. Therefore, as outlined in our April
2010 published research, this surveillance review included the
application of an additional rating stress designed to assess the
potential creditworthiness of the affected transactions without
the support of interest diversion tests linked to outstanding
subordinated tranches," 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

RATING AND CREDITWATCH ACTIONS

ColumbusNova CLO IV Ltd. 2007-II
                       Rating
Class              To           From
A-1                AA+ (sf)     AA (sf)/Watch Pos
A-2                AA+ (sf)     A+ (sf)/Watch Pos
B                  A+ (sf)      BBB (sf)/Watch Pos
C                  BBB (sf)     BB- (sf)/Watch Pos
D                  BB+ (sf)     B- (sf)/Watch Pos


CONCORD REAL: Fitch Affirms 'CCCsf' Ratings on Three Note Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed seven classes of Concord Real Estate
CDO 2006-1, Ltd./LLC (Concord 2006-1) reflecting Fitch's base case
loss expectation of 30.7%.  Fitch's performance expectation
incorporates prospective views regarding commercial real estate
market values and cash flow declines.

Per Fitch categorizations, commercial real estate loans (CREL)
comprise approximately 78.9% of the collateral of the CDO.
Approximately 74% of the CREL are B-notes or mezzanine loans with
the remainder whole loans or A-notes.  CMBS/CDO collateral
represents 21% of the total collateral.  Since Fitch's last
ratings action, the weighted average Fitch derived rating for the
underlying rated collateral improved slightly to 'B' from 'B-
'/'CCC+'.  Defaulted assets (including both CREL and CMBS/CDO
collateral) totaled 15.2%, while assets of concern totaled 12.1%.

Under Fitch's methodology, approximately 58% of the portfolio is
modeled to default in the base case stress scenario, defined as
the 'B' stress.  In this scenario, the modeled average cash flow
decline is 9.4% from generally year-end 2011.  Modeled recoveries
have improved from Fitch's last ratings action to approximately
47%.

While the largest component of Fitch's base case loss expectation
is the modeled losses on the CMBS/CDO bond collateral, the second
largest component is a defaulted B-note (7.6% of the total
collateral) secured by a 575-room full-service resort located in
Tucson, AZ.  In March 2010, the loan transferred to special
servicing after the borrower failed to make a required debt
seasonality reserve payment.  Since August 2010, the loan has been
in maturity default and the special servicer is pursuing
foreclosure.  Given the note's subordinate position, Fitch modeled
a term default with a full loss in its base case scenario.

The next largest contributor to Fitch's base case loss expectation
is a C-note (4.8% of the total collateral) backed by a 1.2
million-square foot (sf) office/flex portfolio located throughout
Colorado.  The loan was modified in November 2011 and extended
three years through March 2015.  The CDO position remains highly
leveraged, and Fitch modeled a full loss in its base case
scenario.

The third largest contributor to Fitch's base case loss
expectation is a B-note (8.5%) secured by two class A office
towers totaling 756,851 sf located in Farmers Branch, TX, north of
Dallas.  The property is net leased to a single tenant for close
to two years beyond the loan term.  However, based on the
leverage, Fitch modeled the loan as defaulting at maturity, with
significant losses possible.

The transaction was analyzed according to the 'Surveillance
Criteria for U.S. CREL CDOs and CMBS Large Loan Floating-Rate
Transactions', which applies stresses to property cash flows and
debt service coverage ratio tests to project future default levels
for the underlying portfolio. Recoveries are based on stressed
cash flows and Fitch's long-term capitalization rates.  The
default levels were then compared to the breakeven levels
generated by Fitch's cash flow model of the CDO under various
default timing and interest rate stress scenarios as described in
the report 'Global Criteria for Cash Flow Analysis in CDOs'.  The
breakeven rates for classes A-1 through C pass the cash flow model
at the ratings listed below.  Fitch also performed a sensitivity
analysis, which assumed all loans experience a term default, as
well as applied additional cash flow stresses.  Under this
scenario, the credit enhancement for the classes was generally
consistent with the ratings listed below.

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

The Positive and Stable Outlooks on classes A-1 through C reflect
the classes' senior position in the capital structure and the
substantial credit enhancement to the classes.

WRP Management, LLC is the collateral asset manager for the
transaction.  The CDO's reinvestment period ended in December
2011. Since Fitch's last rating action, an additional $29 million
in notes were surrendered for cancellation, consisting of $20
million in class D notes and $9 million in class E notes.  The
updated balances of such classes are reflected below.

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

  -- $147.9 million class A-1 at 'BBBsf'; Outlook to Positive from
     Stable;
  -- $23.3 million class A-2 at 'BBsf'; Outlook to Positive from
     Stable;
  -- $46.5 million class B at 'BBsf'; Outlook to Stable from
     Negative;
  -- $10 million class C at 'Bsf'; Outlook to Stable from
     Negative.

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

  -- $6 million class D at 'CCCsf'; RE 100%;
  -- $8.1 million class E at 'CCCsf'; RE 100%;
  -- $22.4 million class F at 'CCCsf'; RE 45%.

Fitch previously withdrew its ratings of classes G and H due to
the full surrender of those certificates.  Fitch does not rate the
$51.2 million preferred shares.


CREDIT SUISSE 1999-C1: Fitch Keeps Junk Rating on 4 Cert. Classes
-----------------------------------------------------------------
Fitch Ratings affirms four classes of Credit Suisse First Boston
Mortgage Securities Corp. commercial mortgage pass through
certificates, series 1999-C1.

The affirmations of the distressed classes reflect the likelihood
of losses from the remaining loan in special servicing.  As of the
June 2012 distribution date, the pool's certificate balance has
paid down 92.8% to $84.5 million from $1.2 billion at issuance.

There are seven remaining loans from the original 153 loans at
issuance.

The largest asset remaining in the pool, representing 50.8% of the
current pool balance, and also the largest contributor to losses
is a 973,973 square foot (sf) mall located in Tallahassee, FL.
The property was foreclosed upon in January 2011 and the special
servicer is working to stabilize and liquidate the asset.  Fitch
expects significant losses upon sale of the asset based on
valuations obtained by the special servicer.

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

  -- $32.2 million class G at 'CCCsf'; 'RE 100%';
  -- $23.4 million class H at 'Csf'; 'RE 40%';
  -- $11.7 million class J at 'Csf'; 'RE 0%';
  -- $11.7 million class K at 'Csf'; 'RE 0%'.

Fitch does not rate classes L, M and O.  Classes A-1, A-2, B, C,
D, E and F have paid in full.  Fitch has previously withdrawn the
rating of class N and the interest only class A-X.


CREDIT SUISSE 2001-CK3: Fitch Affirms 'Dsf' Rating on Cl. J Certs.
------------------------------------------------------------------
Fitch Ratings has affirmed all ratings of Credit Suisse First
Boston Mortgage Securities Corp.'s commercial mortgage pass-
through certificates, series 2001-CK3.

The rating affirmations reflect stable performance and sufficient
credit enhancement to the rated classes.  There are 14 loans
remaining in the pool, including one that is defeased (0.3%). Six
loans (80.6%) have been identified as Fitch Loans of Concern, of
which three (10.8%) are in special servicing.  Fitch modeled
losses of 20% of the remaining pool; expected losses of the
original pool balance are at 6.7% including realized losses of
5.6%.

As of the July 2012 distribution date, the pool's aggregate
principal balance has been reduced by approximately 94.5% to $62.6
million from $1.13 billion at issuance.  Interest shortfalls are
affecting classes J through O with cumulative unpaid interest
totaling $1.1 million.

The largest contributor to Fitch modeled losses (7.2%) is a 148-
room full-service hotel in Barstow, CA.  The loan was transferred
to the special servicing in December 2010 due to payment default
and has been a real estate owned asset (REO) since March 2012.
The property is currently on on-line auction sale and no offer has
been received.  Per the May 2012 STAR report, the trailing-12-
month (TTM) occupancy rate for the property was 52.6% with the
average daily rate (ADR) of $57.83 and Revenue Per Room (RevPar)
of $30.42.

The second largest contributor to Fitch modeled losses (40.9%) is
a 214,755 square foot retail center in Chestnut Hill, MA.  The
year-end (YE) 2011 rent roll reported occupancy at 63%, a decline
from December 2010 at 77% due to the recent closing and bankruptcy
of Borders Books (previously 12.6% NRA).  The property was 92%
occupied at issuance. The YE 2011 debt service coverage ratio
(DSCR) was reported at 1.23x, compared to the YE 2010 DSCR at
1.51x.

Fitch affirms the following classes as indicated:

  -- $12.6 million class F at 'AAAsf'; Outlook Stable;
  -- $8 million class G-1 at 'Asf'; Outlook Stable;
  -- $11.7 million class G-2 at 'Asf'; Outlook Stable:
  -- $14.1 million class H at 'BBsf'; Outlook Negative;
  -- $16.2 million class J at 'Dsf'; RE 25%.

Classes K, L and M remain at 'Dsf'; RE 0%' due to realized losses.

Classes A-1, A-2, A-3, A-4, B, C, D and E have paid in full.
Fitch does not rate classes N or O.  Fitch has previously
withdrawn the interest only class X.


CREDIT SUISSE 2001-CK6: Moody's Cuts Ratings on 2 Certs. to 'Caa3'
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes
and affirmed four classes of Credit Suisse First Boston Mortgage
Securities Corp. Commercial Mortgage Pass-Through Certificates,
Series 2001-CK6, as follows:

Cl. G, Affirmed at A3 (sf); previously on Sep 12, 2007 Upgraded to
A3 (sf)

Cl. H, Downgraded to B1 (sf); previously on Sep 22, 2011
Downgraded to Ba2 (sf)

Cl. J, Downgraded to B3 (sf); previously on Sep 22, 2011
Downgraded to B1 (sf)

Cl. K, Downgraded to Caa3 (sf); previously on Sep 22, 2011
Downgraded to Caa1 (sf)

Cl. L, Affirmed at C (sf); previously on Sep 22, 2011 Downgraded
to C (sf)

Cl. M, Affirmed at C (sf); previously on Sep 22, 2011 Downgraded
to C (sf)

Cl. N, Affirmed at C (sf); previously on Feb 3, 2011 Downgraded to
C (sf)

Cl. A-X, Downgraded to Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf)

Ratings Rationale

The downgrades are due to higher than expected interest
shortfalls. The IO class is downgraded due to the downgrade of
several of its referenced classes.

Midland Loan Services, the deal's Master Servicer, indicated that
it deemed any outstanding advances made with respect to two
specially serviced loans to be non-recoverable. The deal's
cumulative interest shortfalls increased from to $5.8 million as
of July 2012, compared to $3.4 million at last review. In March
and April 2012 interest shortfalls spiked up to class G.
Shortfalls affecting Classes G and H were repaid in May and June
2012 and the most senior class with currently outstanding interest
shortfalls is Class K.

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
41.2% of the current pooled balance compared to 18.8% at last
review. On a percentage basis, the current cumulative based
expected loss increased significantly due to the deal paying down
70% since last review. On a dollar basis, however, the cumulative
base expected loss only increased slightly to $56 million from $54
million at last review. Moody's base expected loss plus realized
losses is 5.7% of the original pooled balance compared to 5.5% at
last review. Moody's provides a current list of base expected
losses for conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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 10 compared to 16 at Moody's prior review.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated September 22, 2011.

DEAL PERFORMANCE

As of the July 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 93% to $70.4
million from $976.4 million at securitization. The Certificates
are collateralized by 16 mortgage loans ranging in size from less
than 1% to 21% of the pool, with the top ten loans representing
89% of the pool.

Three loans, representing 38% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Fourteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $25.8 million (37% loss severity on
average). In addition, two loans in the pool were modified to
include an aggregate $1.0 million principal write-down, resulting
in a total certificate loss of $26.8 million. Nine loans,
representing 44% of the pool, are currently in special servicing.
The largest specially serviced loan is the Riverwalk Apartments
Loan ($8.8 million -- 12.5% of the pool), which is secured by a
192-unit (360 Beds) student housing complex located near Purdue
University in Lafayette, Indiana. The loan was transferred to
special servicing in July 2009 for payment default and a receiver
was appointed in August 2011. The special servicer indicated that
the receiver's management team has completed several maintenance
and property improvement projects. The 2012 performance is
benefitting from an increase in occupancy and operating income as
compared to the prior year. The special servicer indicated that
the property is currrently listed for sale.

The second largest specially serviced loan is the Kittery Outlet
Center & Kittery Barn Loan ($6.5 million -- 9.3% of the pool),
which is secured by a 50,403 SF factory outlet center located in
Kittery, Maine. The collateral is part of a larger Tanger Outlet
Center that is not part of the collateral. The loan transferred to
special servicing in January 2011 for imminent payment default and
was originally scheduled to mature in August 2011. The property
was 71% leased as of January 2012, with 17% of the net rentable
area (NRA) either on month-to-month leases or expiring within the
next six months. Property performance has declined to a decrease
in both occupancy and base rents. A loan modification is currently
being finalized.

The third largest specially serviced loan is the Trolley
Industrial Park Loan ($4.6 million -- 6.6% of the pool), which is
secured by four industrial buildings totaling 242,678 SF located
in Taylor, Michigan. The loan was transferred to special servicing
in April 2011 due to maturity default and a receiver was appointed
in June 2012. The property was constructed between 1967 and 1968
and was 67% leased as of November 2011. The largest tenant, Metro
International -- representing 51% of the NRA, expires in six
months. The special servicer indicated that the receiver is in
discussions with Metro International and expects they will renew
their lease. The special servicer also indicated deferred
maintenance and potential environmental issues at the property.
The master servicer recognized a $2.8 million appraisal reduction
in June 2011.

The remaining six specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $17.7
million loss for the specially serviced loans (57% expected loss
on average).

Moody's has assumed a high default probability for three poorly
performing loans representing 24% of the pool and has estimated an
aggregate $8.7 million loss (50% expected loss on average) from
these troubled loans.

Moody's anticipates that the pool will continue to experience
interest shortfalls because of the high exposure to specially
serviced loans. Interest shortfalls are caused by special
servicing fees, including workout and liquidation fees, appraisal
entitlement reductions (ASERs), loan modifications and
extraordinary trust expenses.

Moody's was provided with full year 2011 operating results for
100% of the pool's non-specially serviced loans. Excluding
specially serviced and troubled loans, Moody's weighted average
LTV is 119% compared to 83% at Moody's prior review. Moody's net
cash flow reflects a weighted average haircut of 38% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.9%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.05X and 0.94X, respectively, compared to
1.18X and 1.28X 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 46% of the pool. The largest loan is
the IBM Building Loan ($20.5 million -- 29.1% of the pool), which
is secured by a 160,000 SF Class A office building located in Boca
Raton, Florida. The loan was transferred to special servicing in
March 2011 due to IBM's upcoming September 2011 lease expiration.
A loan modification closed in February 2012 that included an A/B
Note structure ($15.0 million A-Note and $5.5 million B-Note) and
an extension of the maturity date to October 2014. Other key
modification terms include a new payment guaranty of $3.75 million
and the Borrower to fund additional capital to pay for any
shortfalls in relation to (i) operating expenses, (ii) monthly
debt service on the A-Note, (iii) the replacement escrow account
and (iv) tenant improvement and leasing commissions. In September
of 2011, IBM renewed 24% of the NRA through June 2020. In
addition, Philips Electronic signed a lease representing 13% of
the NRA through March 2018. The loan returned to the master
servicer in March 2012 and the A-Note is currently being monitored
on the master servicer's watchlist. Due to the high vacancy,
Moody's expects a significant loss to the $5.5 million B-Note and
views this as a troubled loan. Moody's LTV and stressed DSCR for
the A note are 126% and 0.86X, respectively.

The second largest loan is the Best Western Ontario Loan (formerly
known as the Holiday Inn Ontario), ($5.9 million -- 8.3% of the
pool), which is secured by a 150 key full service hotel located in
Ontario, California. The loan transferred to special servicing in
May 2011 due to maturity default. A loan modification was
completed in February 2012, which extended the maturity date to
January 2015 and reduced the interest rate to 5.0% from 8.28%.
Other key modification terms included a principal writedown and
borrower equity contributions that were used to pay down the loan.
The master servicer was reimbursed previously advanced interest on
this loan which contributed to a spike in interest shortfalls that
occurred in March and April 2012. For the year to date April 2012,
the occupancy was 75% with a revenue per avaliable room of $49.13.
Due to soft market conditions and decreased demand for hotels in
the area, Moody's views this as a troubled loan. Moody's LTV and
stressed DSCR are 186% and 0.67X, respectively.

The third largest loan is the Sierra Point Apartments Loan ($5.8
million -- 8.2% of the pool), which is secured by a 212 unit
garden style multifamily property located in Irving, Texas. The
property was built in 1972 and renovated in 1998. As of March
2012, the property was 82% leased. The loan transferred to special
servicing in October 2008 due to imminent payment default and the
borrower filed bankruptcy in September 2010. The bankruptcy was
completed in December 2011 when a new borrower assumed the loan
for $5.8 million and the remainder of the loan balance was written
off. The loan modification extended the maturity for three years
to December 2014, with an initial one year interest only period
followed by a 25-year amortization. Other key modification terms
included an interest rate reduction from 7.34% to 4.0% and
borrower equity of $200,000 to cover operating shortages and
renovations. The master servicer reimbursed previously advanced
interest on this loan which contributed to the spike in interest
shortfalls that occurred in March and April 2012. Due to a
decrease in performance from 2009 through 2011, Moody's views this
as a troubled loan. Moody's LTV and DSCR are 160% and 0.94,
respectively.


CSAM FUNDING: Mood's Raises Rating on Class D Notes to 'Ba1'
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by CSAM Funding II:

U.S. $24,000,000 Class B-1 Fixed Rate Notes Due October 2016,
Upgraded to Aa1 (sf); previously on September 23, 2011 Upgraded to
Aa3 (sf);

U.S. $15,250,000 Class B-2 Floating Rate Notes Due October 2016,
Upgraded to Aa1 (sf); previously on September 23, 2011 Upgraded to
Aa3 (sf);

U.S. $6,000,000 Class C-1 Fixed Rate Notes Due October 2016,
Upgraded to A3 (sf); previously on September 23, 2011 Upgraded to
Baa2 (sf);

U.S. $11,000,000 Class C-2 Floating Rate Notes Due October 2016,
Upgraded to A3 (sf); previously on September 23, 2011 Upgraded to
Baa2 (sf);

U.S. $13,000,000 Class D Fixed Rate Notes Due October 2016,
Upgraded to Ba1 (sf); previously on September 23, 2011 Upgraded to
Ba2 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the Class A Notes which have
paid down by approximately 28% or $61 million since the rating
action in September 2011. Based on the latest trustee report dated
July 9, 2012, the Class A, B, C, and D overcollateralization
ratios are reported at 148.97%, 118.76%, 109.17%, and 102.82%,
respectively, versus August 2011 levels of 139.1%, 117.45%,
110.04%, and 104.97%, respectively. While the Class A and B
overcollateralization ratios have increased as a result of
deleveraging, the Class C and D overcollateralization ratios have
remained relatively stable or declined slightly due to greater
overcollateralization haircut amounts for securities that mature
after the maturity date of the notes. The trustee reported
overcollateralization ratios do not reflect principal payments
paid on the July 16, 2012 payment date. In addition, the trustee
reported WARF has been relatively stable since the last rating
action.

Moody's notes that the underlying portfolio includes a number of
investments in securities that mature after the maturity date of
the notes. Based on the July 2012 trustee report, securities that
mature after the maturity date of the notes currently make up
approximately 20.2% of the underlying portfolio as compared to
13.8% in August 2011. These investments potentially expose the
notes to market risk in the event of liquidation at the time of
the notes' maturity.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $248 million,
defaulted par of $18.7 million, a weighted average default
probability of 15.25% (implying a WARF of 2837) a weighted average
recovery rate upon default of 47.43%, and a diversity score of 46.
The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

CSAM Funding II, issued in May 2002, is a collateralized loan
obligation backed primarily by a portfolio of senior secured
loans.

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

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

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% (2269)

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

Moody's Adjusted WARF + 20% (3404)

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

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

Sources of additional performance uncertainties are described
below:

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

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

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

4) Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which may be
extended due to the manager's decision to reinvest into new issue
loans or other loans with longer maturities and/or participate in
amend-to-extend offerings. Moody's tested for a possible extension
of the actual weighted average life in its analysis.


CW CAPITAL: Moody's Downgrades Rating on Class C Notes to 'C'
-------------------------------------------------------------
Moody's has downgraded the ratings of four classes of Notes issued
by CW Capital I, Ltd. due to deterioration in the underlying
collateral as evidenced by the Moody's weighted average rating
factor (WARF), weighted average recovery rate (WARR) and declining
par value ratios. 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 & Re-remic) transactions.

Cl. A-1, Affirmed at A2 (sf); previously on Aug 11, 2010
Downgraded to A2 (sf)

Cl. A-2, Downgraded to Ba3 (sf); previously on Aug 11, 2010
Downgraded to Ba1 (sf)

Cl. B-1, Downgraded to Caa3 (sf); previously on Jul 27, 2011
Downgraded to Caa1 (sf)

Cl. B-2, Downgraded to Caa3 (sf); previously on Jul 27, 2011
Downgraded to Caa1 (sf)

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

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

Cl. E-1, Affirmed at C (sf); previously on Aug 11, 2010 Downgraded
to C (sf)

Cl. E-2, Affirmed at C (sf); previously on Aug 11, 2010 Downgraded
to C (sf)

Cl. F-1, Affirmed at C (sf); previously on Aug 11, 2010 Downgraded
to C (sf)

Cl. F-2, Affirmed at C (sf); previously on Aug 11, 2010 Downgraded
to C (sf)

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

Ratings Rationale

CW Capital Cobalt I, Ltd. is a currently static (re-investment
period ended in May 2010) cash CRE CDO transaction backed by a
portfolio of commercial mortgage backed securities (CMBS) (62.6%
of the pool balance, including rake bonds), CRE CDOs (10.4%),
whole loans (9.0%), b-notes (6.5%), mezzanine loans (2.2%) and
other derivative assets (9.3%). As of the June 30, 2012 Trustee
report, the aggregate Note balance of the transaction, including
preferred shares, has decreased to $322.9 million from $450.9
million at issuance, with the paydown directed to the Class A1
Notes, as a result of amortization of the underlying collateral as
well as redirection of interest proceeds to the senior class of
notes due to the failure of the par value tests.

There are 39 assets with a par balance of $185.1 million (62.1% of
the current pool balance) that are considered defaulted securities
as of the June 30, 2012 Trustee report. While there have been
limited realized losses on the underlying collateral to date,
Moody's does expect moderate losses to occur once they are
realized.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated assessments for the non-Moody's
rated collateral. The bottom-dollar WARF is a measure of the
default probability within a collateral pool. Moody's modeled a
bottom-dollar WARF of 6,578 compared to 6,233 at last review. The
current distribution of Moody's rated collateral and assessments
for non-Moody's rated collateral is as follows: Aaa-Aa3 (1.7%
compared to 4.4% at last review), A1-A3 (3.9% compared to 1.1% at
last review), Baa1-Baa3 (1.2% compared to 1.7% at last review),
Ba1-Ba3 (15.5% compared to 16.0% at last review), B1-B3 (13.1%
compared to 13.3% at last review), and Caa1-C (64.6% compared to
63.5% 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 3.0 years compared
to 3.1 years at last review. The current WAL includes assumptions
on underlying collateral extensions.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed WARR of
11.1% compared to 20.1% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 13.8% compared to 9.7% at last review.

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

The cash flow model, CDOEdge(R)v3.2.1.2, was used to analyze the
cash flow waterfall and its effect on the capital structure of the
deal.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. Rated notes are particularly sensitive to
changes in recovery rate assumptions. Holding all other key
parameters static, changing the recovery rate assumption down from
18.8% to 8.8% or up to 28.8% would result in average rating
movement on the rated tranches of 0 to 3 notches downward and 0 to
2 notches upward, respectively.

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

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

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


DLJ COMMERCIAL 2000-CPK1: Fitch Affirms 'Dsf' Ratings on 3 Certs.
-----------------------------------------------------------------
Fitch Ratings has affirmed seven classes of DLJ Commercial
Mortgage Corp's commercial mortgage pass-through certificates,
series 2000-CKP1 (DLJ 2000-CPK1).

As of the June 2012 remittance report the transaction balance has
been reduced by 92.4% to $97.7 million from $1.3 billion at
issuance. Seventeen loans remain in the transaction, of which 12
loans (35.3%) are in special servicing.  Fitch modeled additional
losses of 13.9% of the remaining pool for a total, including
losses to date, of 5.9% of the original balance.

The largest contributor to loss (4% of pool balance) is secured by
a 52,271 square foot (sf) retail property located in Streetsboro,
OH.  The loan transferred to the special servicer in June 2010 due
to pending maturity.  A foreclosure sale was held for the property
in July 2012; however, the sale has not been finalized due to
ongoing litigation.

The second largest contributor to loss (4.7% of pool balance) is
secured by a 280-unit multi-family property located in Houston,
TX.  The loan transferred to the special servicer in September
2010 due to a maturity default.  The loan was sold at auction in
July 2012.

The third largest contributor to loss (5.7% of pool balance) is
secured by a 386-unit multi-family property built in 1974 and
located in Dallas, TX.  Performance on the property has been
declining due to a significant decrease in base rents since
underwriting.

Fitch has affirmed the following classes as indicated below:

  -- $12.8 million class B-1 notes at 'AAAsf'; Outlook Stable;
  -- $25.8 million class B-2 notes at 'AA-sf'; Outlook Stable;
  -- $12.9 million class B-3 notes at 'A-sf'; Outlook Stable;
  -- $33.9 million class B-4 notes at 'CCCsf'; RE 95%;
  -- $12.7 million class B-5 notes at 'Dsf'; RE 0%;
  -- $0 class B-6 notes at 'Dsf'; RE 0%;
  -- $0 class B-7 notes at 'Dsf'; RE 0%.

Classes A-1A, A-1B, A-2, A-3, and A-4 have paid in full. Fitch
previously withdrew the ratings on the class B-8, B-9, and S
notes.  Fitch did not rate class C.


EMBARCADERO RE: S&P Gives 'BB+' Rating on 2012-II Class A Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+(sf)' rating
to the Series 2012-II Class A notes to be issued by Embarcadero Re
Ltd. The notes cover losses in the covered area on an annual
aggregate basis.

The attachment and exhaustion points for the first loss occurrence
period are $6.233 billion and $6.533 billion.

"The rating is based on the lower of the rating on the catastrophe
risk (BB+) and the rating on the assets in the collateral account
(AAAm). Because the California Earthquake Authority (CEA) will
deposit at closing 110% of the first quarterly premium into a
premium deposit account, we didn't include CEA in our credit
analysis. We do not maintain an interactive rating on the CEA,"
S&P said.

"The CEA is a publicly managed, largely privately funded
organization that provides catastrophic residential earthquake
insurance, and encourages Californians to reduce their risk of
earthquake loss," S&P said.

"This is the third Embarcadero Re issue we have rated. Series
2011-1 Class A notes were issued in August 2011, have an
attachment point of $3.287 billion, and are rated 'BB-(sf)';
Series 2012-1 Class A notes were issued in February 2012, have an
attachment point of $2.91 billion, and are rated 'BB-(sf)'," S&P
said.

RATINGS LIST
Embarcadero Re Ltd.
  Series 2012-II Class A Notes                BB+(sf)


ENTERTAINMENT PROPERTIES: Fitch Rates Preferred Stock 'BB'
----------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to the $350 million
aggregate principal amount 5.75% senior unsecured notes due 2022
issued by Entertainment Properties Trust (NYSE: EPR).

The notes were priced at 99.998% of par to yield 5.75% to
maturity.  Net proceeds from the offering are expected to be used
for the repayment of approximately $166.3 million of outstanding
fixed rate mortgage debt secured by a portion of EPR's rental
properties.  The remaining proceeds are expected to be used to
repay the outstanding principal balance of EPR's unsecured
revolving line of credit and for general corporate purposes.

Fitch currently rates EPR as follows:

  -- Issuer Default Rating (IDR) 'BBB-';
  -- Unsecured revolving line of credit 'BBB-';
  -- Senior unsecured term loan 'BBB-';
  -- Senior unsecured notes 'BBB-';
  -- Preferred stock 'BB'.

The Rating Outlook is Stable.

The ratings are driven by the consistent cash flows generated by
the company's triple-net leased megaplex movie theatres and
charter schools, together with the cash flows from the company's
other recreational and entertainment-based investments, which are
solidly in excess of the company's fixed charges.  The ratings
also take into account credit concerns including idiosyncratic
risks involved with charter school investments and the company's
investment in asset classes that are likely less liquid and
financeable during periods of financial stress.

For the 12 months ended June 30, 2012, EPR's fixed charge coverage
ratio was 2.6 times (x) compared with 2.5x and 2.3x for the years
ended Dec. 31, 2011 and 2010, respectively.  This coverage is
solid for a 'BBB-' IDR. Fitch projects that EPR's fixed charge
coverage ratio will improve slightly over the next 12 to 24 months
due primarily to the spread on new acquisitions over the cost of
financing, and assuming future acquisitions are executed on a
leverage-neutral basis.  Fitch defines fixed charge coverage as
recurring operating EBITDA less recurring capital expenditures,
non-cash interest income and straight-line rent adjustments,
divided by interest incurred and preferred stock dividends.

EPR has a manageable lease expiration profile.  Of the company's
megaplex theatre revenue, which represents 62% of total revenue,
the majority of leases expire beyond 2018.  Of the company's
charter school leases, which represent 11% of total revenue, all
leases expire after 2030.

Historically, many tenants have chosen to exercise their renewal
options, which has mitigated re-leasing risk and provided
predictability to portfolio-level cash flows.  That said, there is
a risk that expiring leases might not be renewed or renewed on
less favorable terms to EPR given that a theatre's performance may
have weakened during the term of the long-term lease.

The company's leverage, measured as net debt to trailing 12 months
recurring operating EBITDA was 4.8x as of June 30, 2012, up from
4.4x and 4.6x as of Dec. 31, 2011 and 2010, respectively.  The
small uptick is a result of EPR funding acquisitions primarily
with debt over the last year.  Fitch projects that EPR's leverage
will be in the mid- to high-4.0x range over the next 12 to 24
months, which would remain appropriate for the 'BBB-' IDR.

EPR has solid contingent liquidity from its unencumbered property
pool. As of March 31, 2012 unencumbered asset coverage of net
unsecured debt was 2.1x utilizing a stressed 12% capitalization
rate on unencumbered NOI from the owned property portfolio, a
ratio that is strong for a 'BBB-' IDR.  The company also has over
$350 million book value of unencumbered mortgage notes receivable
that are currently performing.  Including 75% of these
unencumbered assets to reflect the cash-flowing nature of these
investments would improve unencumbered asset coverage to
approximately 2.6x, which would also be strong for a 'BBB-' IDR.

The company has a well-laddered debt maturity profile.  Aside from
maturities in 2017 ($240 million unsecured term loan), 2020 ($250
million unsecured senior notes) and 2022 ($350 million unsecured
senior notes) annual debt maturities do not account for more than
12% of total debt in any given year, alleviating refinance risk.
Over the next five years 29% of total debt will mature, the
majority of which is comprised of mortgages.  EPR intends to
further migrate towards an unsecured funding model, and will
likely use unsecured debt to repay these mortgages, broadening the
unencumbered asset pool, which Fitch views as a credit positive.

Pro forma for the unsecured bond offering, Fitch calculates that
EPR's sources of liquidity (unrestricted cash, availability under
its unsecured revolving credit facility, expected retained cash
flows from operating activities after dividend payments) cover
uses of liquidity (pro rata debt maturities and expected capital
expenditures) by over 13x for the period from July 1, 2012 to Dec.
31, 2013.  This strong liquidity surplus is driven in large part
by no debt maturities until 2014 and further reflects the
relatively low capital-intensive nature of EPR's business.

In addition, the covenants under EPR's credit agreements do not
limit financial flexibility.  As of June 30, 2012, the company was
well within its covenants for the revolving credit facility, term
loan and senior unsecured notes.

EPR currently faces increased risk from its largest charter school
tenant. Imagine Schools, Inc.  Imagine is the lessee of 69% of
EPR's charter schools as of June 30, 2012, and recently closed or
is in the process of closing several schools due to poor academic
performance.  With EPR's approval, Imagine can sell, sub-lease or
substitute non-performing schools with performing schools on the
nine assets.  Although EPR is relatively well protected by a
master lease structure, currently good cash flow coverage, and a
letter of credit, these closings are indicative of idiosyncratic
risks of charter school investments.

The ratings also take into consideration a degree of tenant
concentration.  The company's two largest theatre operators
collectively accounted for 43% of total revenues in the second
quarter of 2012.  Rental revenues from American Multi-Cinema, Inc.
(AMC; IDR 'B' with a Negative Outlook) comprised 33% of total
revenue and Rave Cinemas accounted for 10% of total revenues.
Imagine, EPR's largest public charter school operator, accounted
for 9% of total revenue in the second quarter of 2012.  Given that
most of EPR's top tenants are either unrated or have below-
investment grade ratings, the potential for corporate default,
bankruptcy and lease rejection could reduce EPR's rental revenues.

One mitigant to this risk is that on a portfolio basis, property-
level EBITDAR covers rent payments by a healthy margin for nearly
all of EPR's theatre and charter school assets, indicative of
solid four-wall profitability.  Box office revenues have been
relatively resilient over the last decade, as total box office
revenues have risen or stayed flat in eight of the last 10 years,
indicative of stability in operator top-line cash flows.  In
addition, no theatre tenant has ever missed a lease payment since
EPR's formation in 1997, and no tenants on a portfolio-wide basis
have EBITDAR coverage of rent below 1.0x.  Further, the company
has increased the diversification of its tenant base over the last
several years, which Fitch views positively.

The company's real estate investments are in, or are backed by
mostly non-core property types (e.g., megaplex movie theatres,
charter schools, wineries, ski areas and waterparks) and thus may
be less liquid or financeable in periods of company or market
stress.  The demonstrated alternative use of certain of the
company's assets may be limited, absent the company incurring
costs to attract new non-theatre tenants, despite EPR's theatre
properties typically being well-located and having high-quality
amenities.

The Stable Outlook reflects Fitch's expectation that leverage will
stay relatively unchanged and coverage will increase above 2.5x,
over the next 12 to 24 months, metrics that are appropriate for a
'BBB-' IDR.  The company's unencumbered asset coverage of
unsecured debt will likely decline slightly as the company repays
mortgages with unsecured debt but will remain appropriate for the
'BBB-' IDR.  In addition, the company has excellent liquidity and
good demonstrated access to capital, mitigating potential
refinance risk.

The two-notch differential between EPR's IDR and its preferred
stock rating is consistent with Fitch's 'Treatment and Notching of
Hybrids in Nonfinancial Corporate and REIT Credit Analysis'
Criteria Report dated Dec. 15, 2011, as EPR's preferred securities
have cumulative coupon deferral options exercisable by EPR and
thus have readily triggered loss absorption provisions in a going
concern.

The following factors may have a positive impact on the ratings or
Outlook:

  -- Fitch's expectation of leverage sustaining below 4.0x;
  -- Fitch's expectation of fixed charge coverage sustaining above
     3.0x;
  -- Growth in the unencumbered portfolio, particularly in the
     megaplex movie theatre portfolio.

The following factors may have a negative impact on the ratings or
Outlook:

  -- Fitch's expectation of leverage sustaining above 5.5x;
  -- Fitch's expectation of fixed charge coverage sustaining below
     2.2x;
  -- A sustained liquidity coverage ratio of below 1.0x.
  -- A weakening in the credit quality of EPR's tenants;
  -- The company deviating materially from its core strategy of
     acquiring theatres, charter schools and other entertainment-
     based assets.


FIELDSTONE MORTGAGE: Moody's Cuts Rating on M3 Tranche to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on two
tranches from two RMBS transactions backed by Subprime loans
issued by Fieldstone Mortgage Investment Trust in 2004. One of
these tranches remains on review for further downgrade. In
addition Moody's placed two bonds on review direction uncertain.

Ratings Rationale

The actions are a result of the recent performance review of
Subprime pools originated before 2005 and reflect Moody's updated
loss expectations on these pools. In addition, the rating actions
take into consideration the current interest shortfalls associated
with the impacted tranches. Ratings on Class M-4 from Fieldstone
Mortgage Investment Trust 2004-3 and Class M-2 from Fieldstone
Mortgage Investment Trust 2004-5 were placed on review direction
uncertain. These tranches have high enhancement but have incurred
interest shortfalls. The Class M-5 tranche from Fieldstone
Mortgage Investment Trust 2004-3 was downgraded and remains on
watch for further downgrade due to interest shortfalls. The
servicer of these transaction, Ocwen Loan Servicing, has indicated
that they will be reversing the advance recoupment in accordance
with their announced policy on servicing advance recovery. The
review will be concluded based on the actions taken by the
servicer and the trustee.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, "Pre-2005 US RMBS Surveillance Methodology"
published in January 2012, and "Moody's Approach to Rating
Structured Finance Securities in Default" published in November
2009.

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

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

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

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

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

The primary 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: Fieldstone Mortgage Investment Trust 2004-3

Cl. M4, A1 (sf) Placed Under Review Direction Uncertain;
previously on Jan 31, 2012 A1 (sf) Placed Under Review for
Possible Downgrade

Cl. M5, Downgraded to Ba2 (sf) and Remains On Review for Possible
Downgrade; previously on Jan 31, 2012 Ba1 (sf) Placed Under Review
for Possible Downgrade

Issuer: Fieldstone Mortgage Investment Trust 2004-5

Cl. M2, Baa2 (sf) Placed Under Review Direction Uncertain;
previously on Jan 31, 2012 Baa2 (sf) Placed Under Review for
Possible Downgrade

Cl. M3, Downgraded to Caa1 (sf); previously on Jan 31, 2012 B1
(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_SF293175

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


FIRST HORIZON 2007-1: Moody's Cuts Ratings on 2 Tranches to 'Caa1'
------------------------------------------------------------------
Moody's Investors Service has downgraded two tranches, upgraded
twelve tranches and confirmed the ratings on one tranche from five
RMBS transactions issued by First Horizon. The collateral backing
these deals primarily consists of first-lien, fixed and
adjustable-rate prime Jumbo residential mortgages. The actions
impact approximately $79 million of RMBS issued from 2005 to 2007.

Complete rating actions are as follows:

Issuer: First Horizon Mortgage Pass-Through Trust 2005-1

Cl. I-A-1, Upgraded to Baa1 (sf); previously on May 30, 2012 B1
(sf) Placed Under Review for Possible Upgrade

Cl. I-A-2, Upgraded to Baa1 (sf); previously on May 30, 2012 B1
(sf) Placed Under Review for Possible Upgrade

Cl. I-A-3, Upgraded to Baa1 (sf); previously on May 30, 2012 B1
(sf) Placed Under Review for Possible Upgrade

Cl. I-A-4, Upgraded to Ba3 (sf); previously on Mar 26, 2010
Downgraded to B3 (sf)

Cl. I-A-5, Upgraded to Ba3 (sf); previously on Mar 26, 2010
Downgraded to B2 (sf)

Cl. I-A-6, Upgraded to Caa1 (sf); previously on May 30, 2012 Ca
(sf) Placed Under Review for Possible Upgrade

Cl. I-A-8, Upgraded to B2 (sf); previously on Mar 26, 2010
Downgraded to Caa1 (sf)

Cl. I-A-9, Upgraded to Ba2 (sf); previously on Mar 26, 2010
Downgraded to B2 (sf)

Issuer: First Horizon Mortgage Pass-Through Trust 2005-3

Cl. A-1, Upgraded to Baa1 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Issuer: First Horizon Mortgage Pass-Through Trust 2005-AR1

Cl. II-A-3, Confirmed at A2 (sf); previously on May 30, 2012 A2
(sf) Placed Under Review for Possible Upgrade

Issuer: First Horizon Mortgage Pass-Through Trust 2006-3

Cl. I-A-4, Upgraded to Baa1 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Cl. I-A-8, Upgraded to Baa1 (sf); previously on May 30, 2012 B1
(sf) Placed Under Review for Possible Upgrade

Cl. II-A-1, Upgraded to Baa2 (sf); previously on Mar 26, 2010
Downgraded to B1 (sf)

Issuer: First Horizon Mortgage Pass-Through Trust 2007-1

Cl. A-1, Downgraded to Caa1 (sf); previously on May 30, 2012 B1
(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

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

The downgrades are a result of deteriorating performance and
structural features resulting in higher expected losses for
certain bonds than previously anticipated.

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. 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_SF292445

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


FIRST UNION: Fitch Affirms 'D' Rating on $12.5MM Class K Notes
--------------------------------------------------------------
Fitch Ratings has affirmed First Union Bank - Bank of America,
N.A. Commercial Mortgage Trust, series 2001-C1 commercial mortgage
pass-through certificates.

Fitch's affirmations are the result of stable performance and
sufficient credit enhancement to offset concentration risk and
adverse selection with 11 loans remaining in the pool.  Fitch
modeled losses of 24.9% of the remaining pool; modeled losses of
the original pool are at 7.7%, including losses already incurred
to date.

As of the July 2012 distribution date, the pool's certificate
balance has paid down 93.2% to $89.3 million from $1.3 billion at
issuance.  All of the remaining 11 loans in the pool have been
designated Fitch Loans of Concern, of which nine (58.7%) are in
special servicing.

The greatest contributor to Fitch expected losses is a loan
(41.3%) collateralized by a 223,720 square foot (sf) office
building located in Emeryville, CA, a suburb of Oakland.  The loan
transferred to special servicing in June 2009 due to monetary
default from tenant failures and low occupancy.  In March 2011,
the loan was returned to the master servicer following a
modification to an A/B note structure and a maturity date
extension of December 2015.  The B note is subordinate to a tenant
improvement/leasing commission note that was created to help build
out the office space and lease the property. Master servicer-
reported year-end occupancy was at 93%.

The second largest contributor to Fitch expected losses is a loan
(9%) collateralized by a 120 unit healthcare facility in Swansea,
IL, located 20 miles east of St. Louis.  The loan transferred to
special servicing in December 2009 due to monetary default from
increased operating costs.  The borrower and operator filed for
Bankruptcy protection in February 2012, and the special servicer
continues to pursue all rights and remedies afforded the
noteholder per the loan documents.

The third largest contributor to Fitch expected losses is a loan
(8.8%) that is secured by warehouse buildings with 159,098 sf of
space in San Jose, CA.  The loan transferred to special servicing
in January 2011 due to imminent default.  Although the loan has
matured, special servicer efforts have been ongoing to reach a
viable workout resolution while also dual tracking for
foreclosure.

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

  -- $1.4 million class E at 'AAA'; Outlook Stable;
  -- $13 million class F at 'AAA'; Outlook Stable;
  -- $26.1 million class G at 'BBB-'; Outlook Negative;
  -- $16.3 million class H at 'CCC'; RE 100%;
  -- $19.6 million class J at 'C'; RE 50%;
  -- $12.5 million class K at 'D'; RE 0%.

Fitch does not rate class Q.

Classes A-1, A-2, A-2F, B, C and D have paid in full.  Due to
realized losses, classes L, M, N, O and P have been reduced to
zero and remain at 'D/RE 0%'.


FORTRESS CREDIT V: S&P Rates $19.8MM Class E Notes 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Fortress Credit Funding V L.P.'s $352.4 million floating-rate
notes.

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

The ratings reflect S&P's view of:

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

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

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

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

    The collateral manager's experienced management team.

    "Our projections of 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%-12.26%," S&P said.

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

    The transaction's interest diversion test, a failure of which
    during the reinvestment period will lead to the
    reclassification of up to 50% of available excess interest
    proceeds (before paying uncapped administrative expenses and
    subordinated note payments) to principal proceeds for the
    purchase of additional collateral assets.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1111729.pdf.

RATINGS ASSIGNED
Fortress Credit Funding V L.P.

Class                Rating          Amount
                                   (mil. $)
A-1                  AAA (sf)       228.000
A-2                  AA (sf))        40.400
B (deferrable)       A (sf)          35.800
C (deferrable)       BBB (sf)        23.200
D (deferrable)       BBB- (sf)        5.200
E (deferrable)       BB (sf)         19.800
Subordinated notes   NR              56.376

NR-Not rated.


FORTRESS CREDIT VI: S&P Assigns 'BB' Rating on Class E Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Fortress Credit Funding VI L.P.'s $149.8 million floating-rate
notes.

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

The ratings reflect S&P's view of:

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

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

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

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

-  The collateral manager's experienced management team.

-  S&P's projections of the timely interest and ultimate
    principal payments on the rated notes, which it assessed using
    its cash flow analysis and assumptions commensurate with the
    assigned ratings under various interest-rate scenarios,
    including LIBOR ranging from 0.34%-12.26%.

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

-  The transaction's interest diversion test, a failure of which
    during the reinvestment period will lead to the
    reclassification of up to 50% of available excess interest
    proceeds (before paying uncapped administrative expenses and
    subordinated note payments) to principal proceeds for the
    purchase of additional collateral assets.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1111730.pdf

RATINGS ASSIGNED
Fortress Credit Funding VI L.P.

Class                Rating          Amount
                                   (mil. $)
A-1                  AAA (sf)        96.900
A-2                  AA (sf)         17.170
B (deferrable)       A (sf)          15.215
C (deferrable)       BBB (sf)         9.860
D (deferrable)       BBB- (sf)        2.210
E (deferrable)       BB (sf)          8.415
Subordinated notes   NR              23.990

NR-Not rated.


FRASER SULLIVAN VI: S&P Affirms 'BB' Rating on Class D Notes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Fraser
Sullivan CLO VI Ltd./Fraser Sullivan CLO VI Corp.'s $355.2 million
fixed- and floating-rate notes following the transaction's
effective date as of March 16, 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 Reports
included in this credit rating report are available at:

           http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED
Fraser Sullivan CLO VI Ltd./Fraser Sullivan CLO VI Corp.

Class                  Rating      Amount (mil. $)
A-1                    AAA (sf)             265.00
A-2                    AA (sf)               16.00
B (deferrable)         A (sf)                36.30
C (deferrable)         BBB (sf)              18.30
D (deferrable)         BB (sf)               19.60
Subordinated           NR                    53.49

NR-Not rated.


GANNETT PEAK I: S&P Raises Ratings on 2 Note Classes to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-1b, A-2, B-1, B-2, C, D-1, and D-2 notes from Gannett Peak
CLO I Ltd., a U.S. collateralized loan obligation (CLO)
transaction managed by McDonnell Investment Management LLC. "At
the same time, we removed all of the ratings on the notes from
CreditWatch with positive implications, where we placed them on
April 18, 2012," S&P said.

"The upgrades primarily reflect improved performance of the
transaction's underlying asset portfolio since May 2010, when we
last upgraded the class C notes. As of the June 2012 trustee
report, the transaction had $8.86 million of defaulted assets.
This was down from the $17.35 million we referenced for our May
2010 rating action. Furthermore, the amount of assets from
obligors rated in the 'CCC' category were reported at $45.65
million in June 2012, down from the $54.76 million we referenced
in our last rating action," S&P said.

S&P said the upgrades also reflect an incremental increase in the
overcollateralization (O/C) available to support the notes since
the May 2010 rating action. The trustee reported these O/C ratios
in its June 2012 monthly report:

    The class A O/C ratio was 125.26%, compared with a reported
    ratio of 124.92 in March 2010;

    The class B O/C ratio was 116.58%, compared with a reported
    ratio of 116.26% in March 2010;

    The class C O/C ratio was 109.33%, compared with a reported
    ratio of 109.03% in March 2010; and

    The class D O/C ratio was 104.67%, compared with a reported
    ratio of 104.38% in March 2010.

Gannett Peak CLO I Ltd. is still in its reinvestment period and it
has not made any paydowns to any of the rated notes yet.

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

Gannett Peak CLO I Ltd.
                 Rating
Class         To           From
A-1           AA+ (sf)     AA- (sf)/Watch Pos
A-1b          AA+ (sf)     AA- (sf)/Watch Pos
A-2           AA (sf)      BBB+ (sf)/Watch Pos
B-1           A (sf)       BB+ (sf)/Watch Pos
B-2           A (sf)       BB+ (sf)/Watch Pos
C             BB+ (sf)     B (sf)/Watch Pos
D-1           B+ (sf)      CCC- (sf)/Watch Pos
D-2           B+ (sf)      CCC- (sf)/Watch Pos

TRANSACTION INFORMATION
Issuer:             Gannett Peak CLO I Ltd.
Coissuer:           Gannett Peak CLO I Corp.
Collateral manager: McDonnell Investment Management LLC
Underwriter:        Deutsche Bank Securities Inc.
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CDO


GE COMMERCIAL 2003-C2: Fitch Lowers Rating on 5 Cert. Classes
-------------------------------------------------------------
Fitch Ratings downgrades five classes of GE Commercial Mortgage
Corporation's 2003-C2 commercial mortgage pass-through
certificates.

The downgrades reflect an increase in expected losses associated
with the specially serviced loans. Fitch modeled losses of 4.4% of
the remaining pool; expected losses of the original pool are at
3.6%.  Fitch has designated 20 loans (15.6%) as Fitch loans of
concern, which includes seven specially serviced loans (5.9%).

As of the July 2012 distribution date, the pool's collateral
balance has paid down 37% to $754.4 million from $1.2 billion at
issuance.  27 loans (32.5%) have been defeased (32.5%) including
six (16%) of the top 15 loans in the transaction.

The largest contributor to loss (2.2%) is secured by a 1,124,432
square foot (sf) industrial/warehouse distribution center located
in Memphis, TN.  The loan transferred to special servicing in May
2010 due to the largest tenant vacating at lease expiration and
the bankruptcy of the second largest tenant.  Title was acquired
via foreclosure at a trustee sale in May 2011.  The special
servicer plans to market the property once the property occupancy
has been stabilized.  The property is 35% occupied as of May 2012.

The second largest contributor to loss (0.9%) is secured by a
91,222 sf retail shopping center located in Baltimore, MD.  The
loan transferred to special servicing in February 2012 due to
imminent default.  The anchor tenant vacated as a result of its
parent company filing for bankruptcy.  The special servicer is
dual tracking foreclosure and note sale.  The property is 34.6%
occupied as of September 2011.

The third largest contributor to loss (0.7%) is secured by an
office property located in Golden, CO.  The loan was transferred
to special servicing in May 2010 due to payment default.  The
decline in performance was due to two tenants vacating in 2007 and
2010; respectively.  The property was recently sold on July 16,
2012 and losses are expected.

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

  -- $19.2 million class J to 'BBsf' from 'BBBsf'; Outlook revised
     to Negative from Stable;
  -- $7.4 million class K to 'Bsf' from 'BB+sf'; Outlook revised
     to Negative from Stable;
  -- $8.9 million class L to 'CCCsf', RE 100%' from 'Bsf';
  -- $4.4 million class M to 'CCsf' from 'CCCsf'; RE 30% from
     100%;
  -- $7.4 million class N to 'Csf' from 'CCsf', RE 0% from 100%.

Fitch also affirms, revises Outlooks and REs as indicated:

  -- $382.8 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $155.9 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $35.5 million class B at 'AAAsf'; Outlook Stable;
  -- $14.8 million class C at 'AAAsf'; Outlook Stable;
  -- $26.6 million class D at 'AAAsf'; Outlook Stable;
  -- $14.8 million class E at 'AAAsf'; Outlook Stable;
  -- $14.8 million class F at 'AAAsf'; Outlook Stable;
  -- $14.8 million class G at 'AAsf'; Outlook Stable;
  -- $14.8 million class H at 'Asf'; Outlook revised to Negative
     from Stable;
  -- $3.0 million class O at 'Csf', RE 0% from 75%;
  -- $111,521 class BLVD-1 at 'A'; Outlook Stable;
  -- $2.5 million class BLVD-2 at 'A-'; Outlook Stable;
  -- $4.5 million class BLVD-3 at 'BBB+'; Outlook Stable;
  -- $3.5 million class BLVD-4 at 'BBB'; Outlook Stable;
  -- $8.0 million class BLVD-5 at 'BB+'; Outlook Stable.

Classes A-1, A-2, and A-3 are paid in full.  Classes BLVD-1
through 5 represent the subordinate note rake classes for the
Boulevard Mall.


GMACM HOME: Moody's Lowers Rating on Cl. A-2 Tranche to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the Class
A-2 tranche issued by GMACM Home Equity Loan Trust 2001-HE3. This
transaction is backed by second-lien 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 this tranche and transaction 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
rating, 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 downgrade is primarily due to
deteriorating collateral performance.

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.

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: GMACM Home Equity Loan Trust 2001-HE3

Cl. A-2, Downgraded to Caa1 (sf); previously on Jul 6, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa1 (sf); previously on Jul 6,
2012 B3 (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: Financial Guaranty Insurance Company (Insured
Rating Withdrawn Mar 25, 2009)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF292884

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


GRAMERCY PARK: S&P Rates Class D Deferrable Notes 'BB'
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 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 ratings reflect S&P's view of:

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

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

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

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

-  The collateral manager's experienced management team.

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

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

-  The transaction's interest diversion test, a failure of which
    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.

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

Class                  Rating          Amount
                                     (mil. $)
A-1                    AAA (sf)        327.50
A-2                    AA (sf)          33.70
B (deferrable)         A (sf)           42.50
C (deferrable)         BBB (sf)         24.25
D (deferrable)         BB (sf)          27.50
Subordinated notes     NR               58.15

NR-Not rated.


GRAYSON CDO: S&P Raises Ratings on 2 Note Classes to 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1b, A-2, B, C, and D notes from Grayson CDO Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by
Highland Capital Management L.P. and removed the ratings from
CreditWatch with positive implications, where S&P placed them on
April 18, 2012. "At the same time, we affirmed our 'AA+ (sf)'
rating on the class A-1a notes," S&P said.

"The upgrades primarily reflect improved performance of the
transaction's underlying asset portfolio since June 2011, when we
last upgraded the class A-2, B, and C notes. As of the June 2012
trustee report, the transaction had $67.95 million of defaulted
assets. This was down significantly from the $132.77 million we
referenced for our June 2011 rating action. Furthermore, assets
from obligors rated in the 'CCC' category were reported at $101.50
million in June 2012, down from the $128.61 million we referenced
in our last rating action," S&P said.

The upgrades also reflect an increase in the overcollateralization
(O/C) available to support the notes since the June 2011 rating
actions. The trustee reported these O/C ratios in the June 2012
monthly report:

    The class A O/C ratio was 120.56%, compared with a reported
    ratio of 115.35% in April 2011;

    The class B O/C ratio was 113.16%, compared with a reported
    ratio of 108.34% in April 2011;

    The class C O/C ratio was 106.37%, compared with a reported
    ratio of 101.89% in April 2011; and

    The class D O/C ratio was 104.85%, compared with a reported
    ratio of 100.15% in April 2011.

"The rating actions on class C and D notes were driven by the
application of the largest obligor default test, a supplemental
stress test we introduced as part of our 2009 corporate criteria
update. Since the time of the last action, the class D notes have
received turbo payments towards their outstanding principal
balance, due to previous failure of the class D O/C test. The
class D notes currently stand at 58.31% of their original
issuance," S&P said.

Grayson CDO Ltd. is currently in its reinvestment period, where it
is expected to remain until November 2013.

"We affirmed our rating on the class A-1a 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

Grayson CDO Ltd.
                   Rating
Class         To           From
A-1b          AA (sf)      A+ (sf)/Watch Pos
A-2           A+ (sf)      A (sf)/Watch Pos
B             BBB+ (sf)    BB+ (sf)/Watch Pos
C             B+ (sf)      CCC+ (sf)/Watch Pos
D             B+ (sf)      CCC- (sf)/Watch Pos

RATING AFFIRMED

Grayson CDO Ltd.
Class                Rating
A-1a                 AA+ (sf)

TRANSACTION INFORMATION
Issuer:             Grayson CDO Ltd.
Coissuer:           Grayson CDO Corp.
Collateral manager: Highland Capital Management L.P.
Underwriter:        Credit Suisse AG
Trustee:            State Street Bank and Trust Co.
Transaction type:   Cash flow CDO


GS MORTGAGE: Fitch Rates $756.3-Mil. Class A-M Notes 'BBsf'
-----------------------------------------------------------
Fitch Ratings has placed three classes of GS Mortgage Securities
Corporation II, series 2007-GG10, commercial mortgage pass-through
certificates on Rating Watch Negative as follows:

  -- $3,661 million class A-4 'AAAsf';
  -- $449.8 million class A-1A 'AAAsf';
  -- $756.3 million class A-M 'BBsf'.

The Negative Watch reflects concerns regarding performing but
deteriorating large loans and specially serviced loans that
experienced large value declines indicated by new appraisals.
Additionally, a large number of specially serviced assets are now
either REO or in foreclosure, indicating that losses are imminent.

Fitch will perform a full review of the transaction and resolve
the Rating Watch within the next month.


HARVEST CLO: Loan Assignment Won't Affect Moody's Note Ratings
--------------------------------------------------------------
Moody's Investors Service stated that the ratings of notes issued
by Harvest CLO III PLC (the "Issuer") will not be affected by
changing the required rating of transferor from A3 to B3 where a
Senior Loan or Mezzanine Obligation is to be transferred to the
Issuer by way of an assignment (the "Proposal").

Moody's Investors Service has determined that the Proposal will
not in and of itself and at this time cause the current Moody's
ratings of the notes of the Issuer to be reduced or withdrawn.
Moody's believes that the Proposal does not have an adverse effect
on the credit quality of the securities such that the Moody's
ratings are impacted. Moody's does not express an opinion as to
whether the Proposal could have other, non credit-related effects.

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


INSTITUTIONAL MORTGAGE: Fitch Puts Low-B Ratings on 2 Note Classes
------------------------------------------------------------------
Fitch Ratings has assigned the following ratings to Institutional
Mortgage Capital, commercial mortgage pass-through certificates,
series 2012-2:

  -- C$141,160,000 class A-1 'AAAsf'; Outlook Stable;
  -- C$62,990,000 class A-2 'AAAsf'; Outlook Stable;
  -- C$199,752,204* class XP 'AAAsf'; Outlook Stable;
  -- C$6,008,000 class B 'AAsf'; Outlook Stable;
  -- C$8,406,000 class C 'Asf'; Outlook Stable;
  -- C$7,205,000 class D 'BBBsf'; Outlook Stable;
  -- C$3,603,000 class E 'BBB-sf'; Outlook Stable;
  -- C$3,002,257 class F** 'BBsf'; Outlook Stable;
  -- C$2,401,806 class G** 'Bsf'; Outlook Stable.

*Notional amount and interest only.
** Non-offered certificates.

Fitch does not rate the C$5,404,530 class H or the C$240,180,593
interest-only class XC.

A detailed description of Fitch's rating analysis including key
rating drivers, stresses, rating sensitivity, analysis, model,
criteria application and data adequacy is available in Fitch's New
Issue Report.


IVY HILL III: S&P Assigns 'BB' Rating on $19MM Class E Notes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Ivy
Hill Middle Market Credit Fund III Ltd./Ivy Hill Middle Market
Credit Fund III Corp.'s $262 million floating-rate notes following
the transaction's effective date as of June 13, 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
Ivy Hill Middle Market Credit Fund III Ltd./Ivy Hill Middle Market
Credit Fund III Corp.

Class                    Rating         Amount (mil. $)
A-1                      AAA (sf)                168.00
A-2                      AAA (sf)                 16.00
B (deferrable)           AA (sf)                  19.00
C (deferrable)           A (sf)                   20.00
D (deferrable)           BBB (sf)                 20.00
E (deferrable)           BB (sf)                  19.00
Subordinated notes       NR                       53.00

NR-Not rated.


JPMORGAN 2002-CIBC4: Moody's Cuts Rating on Class E Certs. to 'C'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes,
placed one class on review for possible downgrade, and affirmed
five classes of J.P. Morgan Chase Commercial Mortgage Securities
Corp, Commercial Mortgage Pass-Through Certificates, Series 2002-
CIBC4 as follows:

Cl. B, Downgraded to A2 (sf) and Placed Under Review for Possible
Downgrade; previously on Sep 27, 2005 Upgraded to Aaa (sf)

Cl. C, Downgraded to B3 (sf); previously on Apr 26, 2012
Downgraded to Ba2 (sf)

Cl. D, Downgraded to Caa2 (sf); previously on Apr 26, 2012
Downgraded to B2 (sf)

Cl. E, Downgraded to C (sf); previously on Apr 26, 2012 Downgraded
to Caa3 (sf)

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

Cl. G, Affirmed at C (sf); previously on Mar 22, 2012 Downgraded
to C (sf)

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

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

Cl. K, Affirmed at C (sf); previously on Sep 22, 2010 Downgraded
to C (sf)

Cl. X-1, Downgraded to Caa3 (sf); previously on Apr 26, 2012
Downgraded to Caa2 (sf)

Ratings Rationale

The downgrades are due to an anticipated increase in interest
shortfalls resulting from the master servicer, Midland Loan
Services (Midland), recovering outstanding advances from the
largest loan in the pool, Highland Mall. Midland has informed
Moody's that it intends to start recovering outstanding advances
beginning with the August remittance statement.

Class B is downgraded and placed on review for possible downgrade
pending more clarity about how long this class will experience
interest shortfalls.

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
57% of the current balance. At last review, Moody's cumulative
base expected loss was 44%. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

The methodologies used in this rating were "Moody's Approach to
Rating U.S. CMBS Conduit Transactions" published in September
2000, "Moody's Approach to Rating 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.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit 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 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 6 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.1 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 26, 2012.

DEAL PERFORMANCE

As of the July 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 85% to $114.7
million from $798.9 million at securitization. The Certificates
are collateralized by 19 mortgage loans ranging in size from less
than 1% to 53% of the pool, with the top ten non-defeased loans
representing 89% of the pool. One loan, representing 2% of the
pool, has defeased and is secured by U.S. Government securities.

Five loans, representing 18% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Sixteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $32.3 million (36% loss severity).
Currently four loans, representing 60% of the pool, are in special
servicing. The largest specially serviced loan is the Highland
Mall Loan ($61 million -- 53% of the pool), which is secured by a
leasehold interest in 487,000 square feet (SF) of inline space
associated with a regional mall located in Austin Texas. At
securitization, the mall was shadow anchored by J.C. Penny,
Dillard's and Foley's (which later was assumed by Macy's). J.C.
Penny closed its store in 2006, followed by both Dillard's and
Macy's in 2011. Austin Community College (ACC) has purchased the
fee interest as well as the three vacant anchor spaces. ACC is
under contract to purchase the remaining inline space at a
significant discount to the most recent (April 2011) appraised
value of $20.1 million. There is currently $8 million of advances
outstanding on the loan. Although Midland declared the loan non
recoverable in February 2012, there appeared to be sufficient
value to recover advances from liquidation proceeds, based on the
appraised value, and Midland did not seek to recover any of its
advances at that time. However, the special servicer, LNR
Partners, recently communicated to Midland that its efforts to
sell the property were resulting in a significantly lower price
than indicated by the appraisal. Based on the current contract
price, Midland will begin to recover advances from the deal's
waterfall starting with the August remittance statement. Midland
has indicated that they will be taking all interest and principle
proceeds to recover outstanding advances until all the advances
are repaid.

The remaining three specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $65 million
loss for the specially serviced loans (94% expected loss on
average).

Moody's was provided with full year 2011 operating results for 87%
of the pool. Excluding specially serviced loans, Moody's weighted
average LTV is 67% compared to 70% 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 9.0%.

Excluding special serviced loans, Moody's actual and stressed
DSCRs are 1.26X and 1.72X, respectively, compared to 1.32X and
1.62X at last review. Moody's actual DSCR is based on Moody's net
cash flow (NCF) and the loan's actual debt service. Moody's
stressed DSCR is based on Moody's NCF and a 9.25% stressed rate
applied to the loan balance.

The three largest conduit loans represent 19% of the outstanding
pool balance. The performance of these loans has remained stable
since the last review.


KINGSLAND II: S&P Raises Rating on Class D Loan to 'B'
------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on all seven
classes from Kingsland II Ltd., a collateralized loan obligation
(CLO) transaction currently in its reinvestment period and managed
by Kingsland Capital Management LLC.

"Since our last rating action in April 2010, the transaction
reduced the amount of nonperforming assets in its portfolio. As of
the June 2012 trustee report, the balance of defaulted assets has
decreased to $3.5 million from $11.9 million in March 2010. This
primarily resulted in the improvement of the class A O/C ratio,
which increased to 128.91% from 123.74%," S&P said.

"While the overall performance improvements mentioned have
increased the credit support available to the transaction, the
positive effect of these improvements were muted with regard to
the recovery rates and other factors used in our analysis due to
the presence of more than $19 million in structured finance
securities held in the portfolio. The recovery rate assumptions
for the CLOs reflect our revised criteria for CDOs of structured
finance assets," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Kingsland II Ltd.

                   Rating
             To               From
A-1a         AA+ (sf)         AA- (sf)
A-1b         AA+ (sf)         AA- (sf)
A-1c         AA+ (sf)         A-/Watch Pos (sf)
A-2          AA (sf)          BBB+/Watch Pos (sf)
B            A (sf)           BB-/Watch Pos (sf)
C            BB+ (sf)         CCC-/Watch Pos (sf)
D            B (sf)           CCC-/Watch Pos (sf)


KKR FINANCIAL 2006-1: S&P Raises Rating on Class E Notes From 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2b, B, C, and E notes from KKR Financial CLO 2006-1 Ltd., a
U.S. collateralized loan obligation (CLO) managed by KKR Financial
Advisors. "Simultaneously, we affirmed our rating on the class
A-2a notes," S&P said.

The upgrades reflect improving credit support, primarily due to a
$24.73 million increase in collateral to support the rated notes
and improved credit quality within the collateral assets since our
April 2010 rating actions. The rating affirmation reflects
sufficient credit enhancement at the current rating level.

"As of the June 15, 2012, monthly report, the transaction's
portfolio had $193.18 million in 'CCC' rated assets, down from
$197.86 million in the Feb. 12, 2010, monthly report, which we
used for the April 2010 rating actions. When calculating the
overcollateralization (O/C) ratios, the O/C numerator is
discounted (i.e., haircut) by a portion of the 'CCC' rated
collateral that exceed the threshold specified in the transaction
documents. The transaction has been breaching this threshold since
our April 2010 rating actions. The June 2012 report stated that
the transaction was breaching this threshold by $115.05 million,
and the O/C numerator is haircut accordingly," S&P said.

"Similarly, the amount of defaulted obligations held in the
transaction's underlying portfolio declined during this period.
According to the June 2012 trustee report, the transaction held
$19.79 million in defaulted assets, down from $51.56 million noted
in the February 2010 trustee report," S&P said.

Also, the par value of collateral pool backing the rated
liabilities has increased $24.73 million since February 2010.

Additionally, the transaction's senior, C/D, and E O/C ratio tests
have improved over the same period, and the weighted average
spread has increased by 0.52%.

"This transaction previously experienced subordinate debt
cancellations without payment. Therefore, as outlined in our April
2010 published research, this surveillance review included the
application of an additional rating stress designed to assess the
potential creditworthiness of the affected transaction without the
support of interest diversion tests linked to outstanding
subordinated tranches," 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

KKR Financial CLO 2006-1 Ltd.
                       Rating
Class              To           From
A-1                AAA (sf)     AA+ (sf)
A-2b               AAA (sf)     AA+ (sf)
B                  AA+ (sf)     AA- (sf)
C                  AA- (sf)     A- (sf)
E                  A+ (sf)      BB (sf)

RATING AFFIRMED

KKR Financial CLO 2006-1 Ltd.

Class              Rating
A-2a               AAA (sf)


LB-UBS COMMERCIAL 2004-C6: Fitch Lowers Ratings on 5 Cert Classes
-----------------------------------------------------------------
Fitch Ratings has downgraded five subordinate classes of LB-UBS
Commercial Mortgage Trust commercial mortgage pass-through
certificates, series 2004-C6.

The downgrades reflect realized losses since Fitch's last review.
Fitch modeled losses of 7.82% of the remaining pool.  The expected
losses based on the original pool size are 5.17%, which includes
0.86% in losses realized to date.  Fitch has designated 14 loans
(20.3% of pool balance) as Fitch Loans of Concern, which includes
six specially serviced loans (10.9%).  Six of the Fitch Loans of
Concern (16.32%) are within the transaction's top 15 loans by
unpaid principal balance.

As of the July 2012 distribution date, the transaction has been
reduced by approximately 44% (including realized losses) to $742.5
million from $1.35 billion at issuance.  There are 68 of the
original 97 loans remaining in the transaction, of which four are
defeased (8.8%).  Interest shortfalls are affecting classes J
through T.

The largest contributor to Fitch-modeled losses is secured by a
seven-building office property totaling 471,442 square feet (sf)
in Atlanta, GA (4.68%).  The loan had originally transferred to
special servicing in November 2009 upon the borrower's request for
a loan modification.  The property saw a significant decline in
performance when the largest tenant, representing 38% of net
rentable area (NRA), vacated in February 2011.  The loan became
real estate owned (REO) in February 2012.  The property is 48%
occupied as of the June 2012 rent roll.  The servicer is actively
working to lease and stabilize the property.

The next largest contributor to Fitch-modeled losses is secured by
a 176,240 sf office tower located in Bakersfield, CA.  The asset
had transferred to special servicing in December 2009 for payment
default.  The borrower had failed to perform on a lender approved
discounted payoff (DPO) of the loan, upon which the servicer had
moved to foreclose on the property in late 2011.  The borrower has
since filed for bankruptcy to stop the foreclosure.  The June 2012
rent roll reported occupancy at 88%, which includes a new five-
year lease with Chevron (33.5% NRA) beginning in February 2012.

The third largest contributor to Fitch-modeled losses is secured
by two flex office/research & development properties totaling
314,388 sf located in Houston, TX (one building; 48% total NRA)
and San Antonio, TX (two buildings; 52% NRA).  The year-end 2011
debt service coverage ratio (DSCR) reported at 1.43x. The June
2012 rent rolls reported a combined occupancy of 80%; however, a
single tenant that leased 100% of one of the San Antonio buildings
had vacated upon lease expiration in July 2012.  There are also
rollover concerns for the second San Antonio property which is
currently 100% leased to a single tenant whose lease expires in
October 2012.  The loan remains current as of the July 2012
distribution date.

Fitch has downgraded the following classes:

  -- $8.4 million class J to 'CCsf' from 'CCCsf'; RE 0%;
  -- $16.8 million class K to 'Cs' from 'CCsf'; RE 0%;
  -- $1.7 million class L to 'Csf' from 'CCsf'; RE 0%;
  -- $6.7 million class M to 'Csf' from 'CCsf'; RE 0%;
  -- $5 million class N to 'Csf' from 'CCsf'; RE 0%.

Fitch also affirms the following ratings, and revises the Rating
Outlook on class E as indicated:

  -- $38.6 million class A-5 at 'AAAsf'; Outlook Stable;
  -- $470.1 million class A-6 at 'AAAsf'; Outlook Stable;
  -- $80.4 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $13.5 million class B at 'AA+sf'; Outlook Stable;
  -- $23.6 million class C at 'AAsf'; Outlook Stable;
  -- $15.1 million class D at 'AA-sf'; Outlook Stable.
  -- $13.5 million class E at 'Asf'; Outlook to Negative from
     Stable;
  -- $15.1 million class F at 'BBB-sf'; Outlook Negative;
  -- $11.8 million class G at 'Bsf'; Outlook Negative;
  -- $11.8 million class H at 'CCCsf'; RE 100%.

Fitch does not rate classes P, Q, S or T.  Classes A-1, A-2, A-3
and A-4 have paid in full.

Fitch had previously withdrawn the rating withdraws the rating on
the interest-only classes X-CL and X-CP.


LCM II: S&P Affirms 'BB+' Ratings on 2 Note Classes; Off Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B and C notes from LCM II L.P., a U.S. collateralized loan
obligation (CLO) managed by LCM Asset Management LLC. "We also
affirmed our ratings on the class A, D, E1, and E2 notes. In
addition, we removed our ratings on the class B, C, D, E1, and E2
notes from CreditWatch, where we placed them with positive
implications on April 18, 2012. We affirmed our rating on the
class B-2-A notes from Liston Funding 2009-1 Ltd., a
collateralized debt obligation transaction that was repackaged
from the class A notes issued by LCM II L.P.," S&P said.

"The upgrades reflect improving credit support, primarily due to a
cumulative $92.36 million paydown to the class A notes since our
October 2011 rating actions. The rating affirmations reflect
sufficient credit enhancement at the current rating levels," S&P
said.

"The transaction has paid the balance of the class A notes down by
$92.36 million since the September 2011 trustee report, which was
used for our October 2011 rating actions. This has left the class
A notes with approximately 31.10% of their original balance
currently outstanding," S&P said.

Standard & Poor's has observed an increase in the
overcollateralization (O/C) available to support the rated notes.
The trustee reported these ratios in the July 13, 2012, monthly
report:

    The class A/B O/C ratio test was 151.14%, compared with a
    reported ratio of 132.44% in September 2011;

    The class C O/C ratio test was 135.72%, compared with a
    reported ratio of 123.62% in September 2011;

    The class D O/C ratio test was 117.13%, compared with a
    reported ratio of 112.02% in September 2011; and

    The class E O/C ratio test was 114.58%, compared with a
    reported ratio of 110.06% in September 2011.

In addition, the transaction's weighted average spread has
increased by 0.08% over the same time period.

"We note that the transaction has significant exposure to long-
dated assets (i.e., assets maturing after the stated maturity of
the CLO). According to the July 13, 2012, trustee report, the
balance of collateral with a maturity date after the stated
maturity of the transaction represented 26.23% of the portfolio.
Our analysis accounted for the potential market value and/or
settlement related risk arising from the potential liquidation of
the remaining securities on the legal final maturity date of the
transaction," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

LCM II Limited Partnership
                       Rating
Class              To           From
B                  AAA (sf)     AA+ (sf)/Watch Pos
C                  AA+ (sf)     AA- (sf)/Watch Pos
D                  BBB- (sf)    BBB- (sf)/Watch Pos
E1                 BB+ (sf)     BB+ (sf)/Watch Pos
E2                 BB+ (sf)     BB+ (sf)/Watch Pos

RATINGS AFFIRMED

LCM II Limited Partnership

Class              Rating
A                  AAA (sf)

Liston Funding 2009-1 Ltd.

Class              Rating
B-2-A              AAA (sf)


MARATHON REAL: Fitch Affirms 'CCCsf' Ratings on 5 Note Classes
--------------------------------------------------------------
Fitch Ratings has affirmed all classes of Marathon Real Estate CDO
2006-1, Ltd./LLC (Marathon 2006-1) reflecting Fitch's base case
loss expectation of 26.7%, which is in line with the expected loss
at the last review.  Fitch's performance expectation incorporates
prospective views regarding commercial real estate market value
and cash flow declines.

Since last review, five assets are no longer in the pool,
including three B-notes that paid in full, and a loan and
mezzanine interest that took full losses.  Total paydown to class
A-1 from loan payoffs, scheduled amortization, and asset sales
since last review was $83.1 million, resulting in increased credit
enhancement to all the rated classes.  As of the June 2012 trustee
report, all overcollateralization and interest coverage tests are
in compliance.

Approximately 44.7% of the total collateral is whole loans or A-
notes, while 10.2% is B-notes and 2.5% mezzanine debt.  With
respect to CUSIP securities, commercial mortgage backed securities
(CMBS) represent 24.6% of the collateral, followed by CRE CDOs
(9.7%), REIT debt (3.5%), real estate bank loans (0.9%), and other
rated debt (3.3%).  Since last review, the weighted average Fitch-
derived rating for the underlying CMBS collateral declined to 'BB-
' from 'BB+/BB'.

Under Fitch's methodology, approximately 49.6% of the portfolio is
modeled to default in the base case stress scenario, defined as
the 'B' stress.  In this scenario, the modeled average cash flow
decline is 6.9% from, generally, year-end 2010 or 2011 reporting.
Recoveries were modeled at 46.2% in the base case.  The asset
manager provided limited information on the collateral at the time
of the review; Fitch made conservative assumptions in the modeling
of the pool.

The largest component of Fitch's base case loss expectation is the
modeled losses on the rated debt collateral (42.1% of the pool).

The next largest component of Fitch's base case loss expectation
is a whole loan (6.7%) secured by a 363-key limited service hotel
located on Manhattan's Upper West Side.  The sponsor has been
converting the property's single-occupancy rooms into traditional
rooms on an ongoing basis, and further planned an extensive
property improvement plan in order to convert the hotel into a
full-service hotel to be operated under a major flag.  The
renovations fell behind schedule during the recession, and the
property continues to struggle. Cash flow remains below
expectations from issuance.

The third largest component of Fitch's base case loss expectation
is a B-note (1.8%) secured by a 190-key hotel in Boston, MA,
located between Boston's Financial District and the Beacon
Hill/Back Bay areas.  The property experienced a significant
decline in cash flow through the recession. Performance has since
improved, but remains below expectations from issuance.  The loan
was recently modified, which included an extension to May 2014,
and a borrower contribution of equity, which delevered the A-note
slightly.  Asset performance will continue to be monitored.

This transaction was analyzed according to the 'Surveillance
Criteria for U.S. CREL CDOs and CMBS Large Loan Floating-Rate
Transactions', which applies stresses to property cash flows and
debt service coverage ratio tests to project future default levels
for the underlying portfolio. Recoveries are based on stressed
cash flows and Fitch's long-term capitalization rates.  The
default levels were then compared to the breakeven levels
generated by Fitch's cash flow model of the CDO under the various
default timing and interest rate stress scenarios, as described in
the report 'Global Criteria for Cash Flow Analysis in CDOs'.  The
breakeven rates for classes A-1 through E are generally in line
with the ratings assigned below.

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

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

  -- $434,990,243 class A-1 at 'BBBsf'; Outlook Stable;
  -- $50,000,000 class A-2 at 'BBBsf'; Outlook Stable;
  -- $99,000,000 class B at 'BBsf'; Outlook Negative;
  -- $51,500,000 class C at 'Bsf'; Outlook Negative;
  -- $16,000,000 class D at 'Bsf'; Outlook Negative;
  -- $14,000,000 class E at 'Bsf'; Outlook Negative;
  -- $23,500,000 class F at 'CCCsf'; RE 100%;
  -- $15,500,000 class G at 'CCCsf'; RE 10%;
  -- $26,000,000 class H at 'CCCsf', RE 0%;
  -- $56,300,000 class J at 'CCCsf', RE 0%;
  -- $26,700,000 class K at 'CCCsf', RE 0%.


MERRILL LYNCH: Moody's Cuts Ratings on Two Note Classes to 'C'
--------------------------------------------------------------
Moody's Investors Service has downgraded 15 tranches, upgraded
seven tranches and confirmed the ratings on nine tranches from
nine RMBS transactions issued by Merrill Lynch. The collateral
backing these deals primarily consists of first-lien, adjustable-
rate prime Jumbo residential mortgages. The actions impact
approximately $818 million of RMBS issued from 2005 to 2007.

Complete rating actions are as follows:

Issuer: Merrill Lynch Mortgage Investors Trust MLCC 2005-1

Cl. 2-A-3, Upgraded to Caa1 (sf); previously on Apr 21, 2010
Downgraded to Caa3 (sf)

Issuer: Merrill Lynch Mortgage Investors Trust MLCC 2005-2

Cl. 1-A, Downgraded to Ba2 (sf); previously on May 5, 2010
Downgraded to Baa1 (sf)

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

Cl. 3-A, Downgraded to Baa1 (sf); previously on May 30, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Issuer: Merrill Lynch Mortgage Investors Trust MLCC 2005-3

Cl. I-A, Downgraded to Caa2 (sf); previously on Apr 21, 2010
Downgraded to B3 (sf)

Cl. I-A-IO, Downgraded to Caa2 (sf); previously on Apr 21, 2010
Downgraded to B3 (sf)

Cl. IV-A, Confirmed at A3 (sf); previously on May 30, 2012 A3 (sf)
Placed Under Review for Possible Upgrade

Cl. IV-A-IO, Confirmed at A3 (sf); previously on May 30, 2012 A3
(sf) Placed Under Review for Possible Upgrade

Issuer: Merrill Lynch Mortgage Investors Trust MLCC 2005-B

Cl. A-1, Downgraded to Ba1 (sf); previously on Jul 18, 2011
Downgraded to Baa1 (sf)

Cl. A-2, Downgraded to Ba1 (sf); previously on Jul 18, 2011
Downgraded to Baa1 (sf)

Cl. X-A, Downgraded to Ba1 (sf); previously on Jul 18, 2011
Downgraded to Baa1 (sf)

Cl. X-B, Downgraded to C (sf); previously on May 30, 2012 Caa3
(sf) Placed Under Review for Possible Downgrade

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

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

Issuer: Merrill Lynch Mortgage Investors Trust MLCC 2006-3

Cl. I-A, Confirmed at Ba2 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Issuer: Merrill Lynch Mortgage Investors Trust MLCC 2007-2

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

Cl. III-A, Downgraded to B2 (sf); previously on May 30, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Issuer: Merrill Lynch Mortgage Investors Trust MLMI Series 2005-A4

Cl. III-A, Upgraded to Baa1 (sf); previously on May 30, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Issuer: Merrill Lynch Mortgage Investors Trust Series MLCC 2007-1

Cl. I-A-1, Upgraded to Ba1 (sf); previously on May 30, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. I-A-2, Upgraded to B2 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

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

Cl. II-A-2, Upgraded to Ba3 (sf); previously on May 30, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

Cl. IV-A-3, Confirmed at Ba1 (sf); previously on May 30, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. IV-A-4, Confirmed at B1 (sf); previously on May 30, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Cl. IV-A-X, Confirmed at Ba2 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Issuer: Merrill Lynch Mortgage Investors Trust, Series MLCC 2007-3

Cl. I-A-1, Confirmed at Aa3 (sf); previously on May 30, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. I-A-2, Confirmed at Ba1 (sf); previously on May 30, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. II-A-1, Downgraded to A2 (sf); previously on May 30, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. II-A-2, Downgraded to Ba3 (sf); previously on May 30, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. III-A-1, Downgraded to Baa1 (sf); previously on May 30, 2012
A2 (sf) Placed Under Review for Possible Downgrade

Cl. III-A-2, Downgraded to B1 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

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

The downgrades are a result of deteriorating performance and
structural features resulting in higher expected losses for
certain bonds than previously anticipated.

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. 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://moodys.com/viewresearchdoc.aspx?docid=PBS_SF292430

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


MORGAN STANLEY 2011-C3: Moody's Affirms B2 Rating on Cl. G Certs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 13 classes of
Morgan Stanley Capital I Trust 2011-C3, Commercial Mortgage Pass-
Through Certificates, Series 2011-C3 as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Oct 6, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Oct 6, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Oct 6, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Oct 6, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-J, Affirmed at Aaa (sf); previously on Oct 6, 2011
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa2 (sf); previously on Oct 6, 2011 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at A2 (sf); previously on Oct 6, 2011 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed at Baa1 (sf); previously on Oct 6, 2011 Definitive
Rating Assigned Baa1 (sf)

Cl. E, Affirmed at Baa3 (sf); previously on Oct 6, 2011 Definitive
Rating Assigned Baa3 (sf)

Cl. F, Affirmed at Ba2 (sf); previously on Oct 6, 2011 Definitive
Rating Assigned Ba2 (sf)

Cl. G, Affirmed at B2 (sf); previously on Oct 6, 2011 Definitive
Rating Assigned B2 (sf)

Cl. X-A, Affirmed at Aaa (sf); previously on Oct 6, 2011
Definitive Rating Assigned Aaa (sf)

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

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
2.0% of the current balance. Moody's provides a current list of
base losses for conduit and fusion CMBS transactions on moodys.com
at http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's press release
assigning definitive ratings is dated October 6, 2011.

DEAL PERFORMANCE

As of the July 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 1% to $1.48 billion
from $1.49 billion at securitization. The Certificates are
collateralized by 63 mortgage loans ranging in size from less than
1% to 10% of the pool, with the top ten loans representing 53% of
the pool. The pool contains two loans with investment grade credit
assessments, representing 11% of the pool.

Two loans, representing 3% 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.

There are no loans in special servicing and no loans have been
liquidated from the pool.

Moody's was provided with full year 2011 operating results for 83%
of the pool. Moody's weighted average LTV is 92% compared to 97%
at securitization. Moody's net cash flow reflects a weighted
average haircut of 10% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.3%.

Moody's actual and stressed DSCRs are 1.57X and 1.14X,
respectively, compared to 1.48X and 1.07X at securitization.
Moody's actual DSCR is based on Moody's net cash flow (NCF) and
the loan's actual debt service. Moody's stressed DSCR is based on
Moody's NCF and a 9.25% stressed rate applied to the loan balance.

The largest loan with a credit assessment is the Park City Center
Mall ($153.0 million -- 10.3% of the pool), which is secured by a
1,216,967 square foot (SF) super-regional mall located in
Lancaster, Pennsylvania. The property is also encumbered by a
$42.0 million mezzanine loan. The largest tenants include JC
Penney (20% of the net rentable area (NRA); lease expiration July
2015), Bon Ton (15% of the NRA; lease expiration of February
2028), and Sears (13% of the NRA; lease expiration April 2023). As
of March 2012 the property was 96% leased, the same as at
securitization. The loan has a term of eight years and is
amortizing on a 30 year schedule. Moody's credit assessment and
stressed DSCR are Baa3 and 1.41X, respectively, compared to Baa3
and 1.40X at securitization.

The top three conduit loans represent 19% of the pool. The largest
conduit loan is the Westfield Belden Village Loan ($100.0 million
-- 6.7% of the pool), which is secured by a 419,400 SF regional
mall located in North Canton, Ohio. The loan sponsor is Westfield.
The non collateral anchors are Dillard's, Sears, and Sears Auto
Service Center. As of March 2012, the property was 97% leased
compared to 95% at securitization. Moody's LTV and stressed DSCR
are 82% and 1.18X, respectively, the same as at securitization.

The second largest loan is the Oxmoor Center Loan ($93.8 million -
- 6.3% of the pool), which is secured by a 941,758 SF regional
mall located in Louisville, Kentucky. The loan sponsor is GGP. The
non collateral anchors are Macy's and Sears. As of March 2012, the
property was 95% leased compared to 97% at securitization. Moody's
LTV and stressed DSCR are 98% and 0.99X, respectively, compared to
99% and 0.98X at securitization.

The third largest loan is the One BriarLake Plaza Loan ($84.1
million -- 5.7% of the pool), which is secured by a 502,410 SF
class A office building located in Houston, TX. As of March 2012
the property was 99% leased compared to 94% at securitization.
Moody's LTV and stressed DSCR are 95% and 1.08X, respectively,
compared to 99% and 1.04X at securitization.


MORGAN STANLEY 2012-C5: Fitch Gives Low-B Ratings on 2 Notes
------------------------------------------------------------
Fitch Ratings has assigned the following ratings and Outlooks to
Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5
Commercial Mortgage Pass-Through Certificates:

  -- $86,000,000 class A-1 'AAAsf'; Outlook Stable;
  -- $221,800,000 class A-2 'AAAsf'; Outlook Stable;
  -- $149,600,000 class A-3 'AAAsf'; Outlook Stable;
  -- $489,820,000 class A-4 'AAAsf'; Outlook Stable;
  -- $59,204,000b class A-S 'AAAsf'; Outlook Stable;
  -- $32,984,000b class B 'AAsf'; Outlook Stable;
  -- $116,714,000b class PST 'Asf'; Outlook Stable;
  -- $24,526,000b class C 'Asf'; Outlook Stable;
  -- $1,065,628,000 (a,c) class X-A 'AAAsf'; Outlook Stable;
  -- $65,968,000 (a,c) class X-B 'AAsf'; Outlook Stable;
  -- $27,064,000 (a) class D 'BBB+sf'; Outlook Stable;
  -- $49,053,000 (a) class E 'BBB-sf'; Outlook Stable;
  -- $8,457,000 (a) class F 'BBB-sf'; Outlook Stable;
  -- $18,607,000 (a) class G 'BB+sf'; Outlook Stable;
  -- $23,680,000 (a) class H 'Bsf'; Outlook Stable.

(a) Privately placed pursuant to Rule 144A.

(b) The class A-S, class B, and class C certificates will, at all
    times, each represent 50% of the outstanding principal balance
    of the class A-S, class B, and class C trust components,
    respectively.  The class PST certificates will, at all times,
    represent beneficial ownership of 50% of the outstanding
    principal balance of the class A-S trust component, 50% of the
    outstanding principal balance of the class B trust component,
    and 50% of the outstanding principal balance of the class C
    trust component.

(c) Notional amount and interest only.

Fitch does not rate the $221,583,509 interest-only class X-C or
the $45,670,509 class J.

The certificates represent the beneficial ownership in the trust,
primary assets of which 72 loans are secured by 98 commercial
properties having an aggregate principal balance of approximately
$1.35 billion as of the cutoff date.  The loans were contributed
to the trust by Morgan Stanley Mortgage Capital Holdings LLC and
Bank of America, National Association.

A detailed description of Fitch's rating analysis including key
rating drivers, stresses, rating sensitivity, analysis, model,
criteria application and data adequacy is available in Fitch's
presale report dated July 10, 2012.


MUIR WOODS: S&P Rates $5.5MM Class F Deferrable Notes 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Muir Woods CLO Ltd./Muir Woods CLO Corp.'s $277.00
million floating-rate notes.

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

The preliminary ratings are based on information as of Aug. 2,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

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

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

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

-  The diversified collateral portfolio, which consists primarily
    of senior secured term loans.

-  The collateral manager's experienced management team.

-  S&P's projections regarding the timely interest and ultimate
    principal payments on the preliminary rated notes, which it
    assessed using its cash flow analysis and assumptions
    commensurate with the assigned preliminary ratings under
    various interest-rate scenarios, including LIBOR ranging from
    0.34%-11.41%.

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

-  The transaction's interest diversion test, a failure of which
    during the reinvestment period will lead to the
    reclassification of excess interest proceeds that are
    available prior to paying subordinated management fees and
    uncapped administrative expenses to principal proceeds for the
    purchase of collateral assets or, at the collateral manager's
    discretion, to reduce the balance of the rated notes
    outstanding sequentially.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1111755.pdf

PRELIMINARY RATINGS ASSIGNED
Muir Woods CLO Ltd./Muir Woods CLO Corp.

Class                   Rating            Amount
                                        (mil. $)
X                       AAA (sf)            3.00
A                       AAA (sf)          188.30
B                       AA (sf)            31.70
C(deferrable)           A (sf)             24.20
D (deferrable)          BBB (sf)           12.00
E (deferrable)          BB (sf)            12.30
F (deferrable)          B (sf)              5.50
Subordinated notes      NR                 26.00

NR-Not rated.


N-45 FIRST: Moody's Raises Rating on Class F Bonds to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of two classes of N-45 First CMBS Issuer
Corporation, Commercial Mortgage-Backed Bonds, Series 2002-1.
Moody's rating action is as follows:

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

Cl. D, Upgraded to Aaa (sf); previously on Jul 28, 2011 Upgraded
to Aa1 (sf)

Cl. E, Upgraded to Aa2 (sf); previously on Jul 28, 2011 Upgraded
to A3 (sf)

Cl. F, Upgraded to Ba1 (sf); previously on Jun 10, 2002 Assigned
B2 (sf)

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

Ratings Rationale

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio and Moody's stressed debt service coverage
ratio (DSCR) remaining within acceptable ranges. The upgrades are
due to loan payoffs, and anticipated payoff of the remainder of
the pool upon maturity.

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, "Moody's Approach to Rating Canadian CMBS" published in
May 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 July 28, 2011.

Deal Performance

As of the July 15, 2012 Payment Date, the transaction's aggregate
certificate balance decreased by approximately 42% from last
review to $39 million due to the payoff of five loans. The pool is
collateralized by two fixed rate senior interests in whole loans
in office properties. The pool's Herfindahl Index is 1.8. The pool
has not experienced losses or interest short falls since
securitization.

Moody's weighted average pooled trust loan to value (LTV) ratio is
34% compared to 48% at last review. Moody's weighted average
stressed debt service coverage ratio (DSCR) for the pooled trust
is at 3.2X compared to 2.5X at last review.

The largest loan is the Maison Trust Royal Loan (65% of the trust
balance, currently known as Place Tour Telus) which is secured by
a 638,000 square foot Class A office building located in the
financial district of Montreal, Quebec. The property was 85%
leased as of June 2012 compared to 87% at last review. The largest
tenant is Royal Bank of Canada, which leases 15% of NRA through
January 2015. The loan is structured with a 16-year amortization
schedule and has amortized by approximately 47% since
securitization and by approximately 11% since last review. Moody's
LTV and stressed DSCR are 33% and 3.23X. There is subordinate
financing totaling $23.5 million that is not part of the trust.

The second loan is the 5100 Sherbrooke St. East Loan (35% of the
trust balance), which is secure by a 377,000 square foot suburban
Class A/B office building located in Montreal, Quebec. The
property was 99% leased as of March 2012. The largest tenant is
Hydro-Quebec, which leases 21% of NRA through May 2018. The loan
is structured with a 20-year amortization schedule and has
amortized by approximately 30% since securitization and by
approximately 6% since last review. Moody's LTV and stressed DSCR
are 35% and 3.05X. There is subordinate financing totaling $21.5
million that is not part of the trust. This loan matures in
December 2012, and Moody's expects full payoff at that time.


NEW CENTURY: Moody's Raises Rating on Cl. M-2 Tranche to 'Caa1'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on two tranches
and confirmed the ratings on three tranches from two subprime RMBS
transactions issued by New Century and Carrington. The collateral
backing these transactions are subprime residential mortgage
loans.

Complete rating actions are as follows:

Issuer: Carrington Mortgage Loan Trust, Series 2006-NC1

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

Issuer: New Century Home Equity Loan Trust 2005-4

Cl. A-2c, Confirmed at A3 (sf); previously on May 30, 2012 A3 (sf)
Placed Under Review for Possible Upgrade

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

Cl. M-2, Upgraded to Caa1 (sf); previously on May 30, 2012 Ca (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 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 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_SF293164

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


PERITUS I: S&P Raises Rating on Class C Notes to 'B+'; Off Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
C notes from Peritus I CDO Ltd., a collateralized bond obligation
(CBO) transaction managed by Peritus Asset Management LLC. At the
same time, we removed the rating from CreditWatch where we placed
it with positive implications on April 18, 2012," S&P said.

"Since our June 2011 rating action, the class A, X, and B notes
have paid down in full, resulting in a class C
overcollateralization (O/C) ratio of 185% as of the July 2012
trustee report. The upgrade to 'B+ (sf)' reflects the increased
O/C for the rated note. However, the analysis also took the
potential concentration risk into account, given that there were
only nine obligors whose issuances are held in the portfolio to
back the rated notes," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTION

Peritus I CDO Ltd.
                        Rating
Class              To           From
C                  B+ (sf)      CCC-(sf)/Watch Pos


RAIT CRE: Fitch Affirms Rating on 11 Note Classes
-------------------------------------------------
Fitch Ratings has affirmed 11 classes of RAIT CRE CDO I Ltd. (RAIT
CRE CDO I) reflecting Fitch's base case loss expectation of 53%.
Fitch's performance expectation incorporates prospective views
regarding commercial real estate market value and cash flow
declines.

The CDO exited its reinvestment period in November 2011.  Since
the last rating action, the senior notes have been paid down by
approximately $12 million.  Realized losses over the same period
were minimal at approximately $4 million; several credit risk loan
interests were removed from the CDO at par.  The CDO is currently
over collateralized by close to $34 million.

As of the June 2012 trustee report, RAIT CRE CDO I is
collateralized by both senior and subordinate commercial real
estate (CRE) debt: 64.6% are either whole loans or A-notes, while
34.4% consists of subordinate debt (B-notes [1.9%], mezzanine
loans [11.7%] and preferred equity [21.8%]); 1% is REIT debt.
Approximately 2.9% of the pool is currently defaulted while a
further 37.9% are considered Fitch Loans of Concern.  Fitch
expects significant losses upon default for many of the
subordinate positions, since they are generally highly leveraged.
As of the June 2012 trustee report, all over-collateralization
tests were in compliance.

Under Fitch's methodology, approximately 85.5% of the portfolio is
modeled to default in the base case stress scenario, defined as
the 'B' stress.  In this scenario, the modeled average cash flow
decline is 8.9% from, generally, year end 2011 or trailing 12-
month first quarter 2012.  Modeled recoveries average 38%.

The largest component of Fitch's base case loss expectation is a
preferred equity position (3.2% of the pool) on an office complex
located in Boca Raton, FL.  In 2010, after a period of vacancy,
the property was 100% leased to a new tenant, which commenced
rental payments near the end of 2011.  However, the property is
overleveraged, and Fitch modeled a substantial loss in its base
case scenario on this position.

The next largest component of Fitch's base case loss expectation
is a whole loan (3%) secured by a regional mall located in South
Carolina.  The property currently has minimal cash flow.  While
recent leasing is expected to increase cash flow over the next
year, it is still not expected to support debt service in the near
term.  Fitch modeled a substantial loss in its base case scenario
on this loan.

This transaction was analyzed according to the 'Surveillance
Criteria for U.S. CREL CDOs and CMBS Large Loan Floating-Rate
Transactions', which applies stresses to property cash flows and
debt service coverage ratio tests to project future default levels
for the underlying portfolio.  Recoveries are based on stressed
cash flows and Fitch's long-term capitalization rates.  The
default levels were then compared to the breakeven levels
generated by Fitch's cash flow model of the CDO under the various
default timing and interest rate stress scenarios, as described in
the report 'Global Criteria for Cash Flow Analysis in CDOs'.  The
breakeven rates for classes A-1 through A-2 are consistent with
the ratings listed below.

The Negative Outlooks on classes A-1 through A-2 generally reflect
Fitch's expectation of further potential negative credit migration
of the underlying collateral.

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

RAIT CRE CDO I is managed by RAIT Partnership, L.P.  Fitch notes
that RAIT affiliates have ownership interests in 28 of the CDO
assets totaling approximately $450 million.

Fitch affirms the following classes as indicated:

  -- $195,048,240 class A1A notes at 'BBsf'; Outlook Negative;
  -- $268,191,331class A1B notes at 'BBsf'; Outlook Negative;
  -- $90,000,000 class A2 notes at 'Bsf'; Outlook Negative;
  -- $110,000,000 class B notes at 'CCCsf'; RE 25%;
  -- $41,500,000 class C notes at 'CCCsf'; RE 0%;
  -- $22,500,000 class D notes at 'CCCsf'; RE 0%;
  -- $16,000,000 class E notes at 'CCCsf'; RE 0%;
  -- $500,000 class F notes at 'CCCsf'; RE 0%;
  -- $12,500,000 class G notes at 'CCCsf'; RE 0%;
  -- $17,500,000 class H notes at 'CCsf'; RE 0%;
  -- $35,000,000 class J notes at 'CCsf'; RE 0%.


RAMP SERIES: Moody's Raises Ratings on Three Tranches to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 36 tranches
and confirmed the ratings of seven tranches from 15 deals issued
by RAMP trusts. The collateral backing the transactions are
subprime residential mortgages.

Complete rating actions are as follows:

Issuer: RAMP Series 2005-EFC1 Trust

Cl. M-2, Upgraded to A2 (sf); previously on May 30, 2012 Baa1 (sf)
Placed Under Review for Possible Upgrade

Cl. M-3, Upgraded to Ba2 (sf); previously on May 30, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Cl. M-4, Upgraded to Caa1 (sf); previously on May 30, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

Issuer: RAMP Series 2005-EFC2 Trust

Cl. M-5, Confirmed at Caa2; previously on May 30, 2012 Caa2 Placed
Under Review for Possible Downgrade

Issuer: RAMP Series 2005-EFC3 Trust

Cl. M-2, Upgraded to A2 (sf); previously on May 30, 2012 Baa1 (sf)
Placed Under Review for Possible Upgrade

Cl. M-3, Upgraded to Ba1 (sf); previously on May 30, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Cl. M-4, Upgraded to B2 (sf); previously on May 30, 2012 Caa2 (sf)
Placed Under Review for Possible Upgrade

Issuer: RAMP Series 2005-EFC4 Trust

Cl. M-1, Upgraded to A2 (sf); previously on May 30, 2012 Baa1 (sf)
Placed Under Review for Possible Upgrade

Cl. M-2, Upgraded to Ba2 (sf); previously on May 30, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Issuer: RAMP Series 2005-EFC5 Trust

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

Cl. M-1, Upgraded to Baa3 (sf); previously on May 30, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. M-2, Upgraded to B3 (sf); previously on Jul 15, 2011 Upgraded
to Caa2 (sf)

Issuer: RAMP Series 2005-EFC6 Trust

Cl. A-I-3, Upgraded to A1 (sf); previously on May 30, 2012 A3 (sf)
Placed Under Review for Possible Upgrade

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

Cl. M-2, Upgraded to Caa3 (sf); previously on May 30, 2012 C (sf)
Placed Under Review for Possible Upgrade

Issuer: RAMP Series 2005-RS1 Trust

Cl. A-I-5, Confirmed at Caa2 (sf); previously on May 30, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

Cl. M-II-1, Upgraded to B1 (sf); previously on May 30, 2012 B3
(sf) Placed Under Review for Possible Upgrade

Issuer: RAMP Series 2005-RS2 Trust

Cl. M-1, Upgraded to A1 (sf); previously on May 30, 2012 A3 (sf)
Placed Under Review for Possible Upgrade

Cl. M-2, Upgraded to Ba3 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. M-3, Upgraded to Caa1 (sf); previously on May 30, 2012 C (sf)
Placed Under Review for Possible Upgrade

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

Issuer: RAMP Series 2005-RS3 Trust

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 B2 (sf); previously on May 30, 2012 Caa2 (sf)
Placed Under Review for Possible Upgrade

Cl. M-3, Upgraded to Caa3 (sf); previously on May 30, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

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

Issuer: RAMP Series 2005-RS4 Trust

Cl. M-1, Confirmed at A1 (sf); previously on May 30, 2012 A1 (sf)
Placed Under Review for Possible Upgrade

Cl. M-2, Upgraded to Ba1 (sf); previously on May 30, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Cl. M-3, Upgraded to B2 (sf); previously on May 30, 2012 Caa1 (sf)
Placed Under Review for Possible Upgrade

Cl. M-4, Upgraded to Caa2 (sf); previously on May 30, 2012 C (sf)
Placed Under Review for Possible Upgrade

Issuer: RAMP Series 2005-RS5 Trust

Cl. M-1, Upgraded to Baa3 (sf); previously on May 30, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. M-2, Upgraded to B1 (sf); previously on May 30, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. M-3, Upgraded to Caa2 (sf); previously on May 30, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Issuer: RAMP Series 2005-RS6 Trust

Cl. M-1, Upgraded to Baa1 (sf); previously on May 30, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. M-2, Upgraded to Ba2 (sf); previously on May 30, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Cl. M-3, Upgraded to Caa1 (sf); previously on May 30, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Issuer: RAMP Series 2005-RS7 Trust

Cl. A-3, Upgraded to Ba3 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

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

Issuer: RAMP Series 2005-RS8 Trust

Cl. A-2, Upgraded to Baa2 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Cl. A-3, Upgraded to B2 (sf); previously on May 30, 2012 Caa2 (sf)
Placed Under Review for Possible Upgrade

Cl. M-1, Upgraded to Caa3 (sf); previously on Apr 6, 2010
Downgraded to C (sf)

Issuer: RAMP Series 2005-RZ3 Trust

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

Cl. M-1, Upgraded to Baa2 (sf); previously on May 30, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. M-3, Upgraded to Caa2 (sf); previously on Jul 15, 2011
Downgraded to Ca (sf)

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://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF293569

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


RESI FINANCE: Moody's Lowers Rating on Class B6 Tranche to 'Ca'
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches from the RESI Finance Limited Partnership 2003-D
synthetic transaction, backed by prime jumbo loans by RESI Finance
Limited Partnership.

Issuer: RESI Finance Limited Partnership 2003-D

Cl. B5, Downgraded to B3 (sf); previously on Apr 21, 2011
Downgraded to B2 (sf)

Cl. B6, Downgraded to Ca (sf); previously on Jan 31, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

Ratings Rationale

The actions are a result of the recent performance of Prime jumbo
pools originated before 2005 and reflect Moody's updated loss
expectations on the pools.The reference portfolio of the
transaction includes prime conforming and nonconforming fixed-rate
and adjustable-rate mortgages purchased from various originators.

The synthetic transaction provides the owner of the reference pool
of mortgages (the "Protection Buyer") credit protection through a
credit default swap with the issuer (the "Protection Seller") of
the notes. Through this agreement, the Protection Buyer pays a fee
in return for the transfer of a portion of the reference portfolio
credit risk. Investors in the notes have an interest in the
holdings of the issuer, which include highly rated investment
instruments, a forward delivery agreement and fee collections on
the agreement with the Protection Buyer. Investors are exposed to
losses from the reference portfolio but benefit only indirectly
from cash flows from these assets. Depending on the class of notes
held, investors have credit protection from subordination.

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

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

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in April 2011 to 8.2% 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_SF293003

A list of updated estimated pool losses, sensitivity analysis, and
tranche recovery details is being posted on an ongoing basis for
the duration of this review period and may be found at:

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF243269


SECURITIZED ASSET 2005-WF4: Moody's Keeps 'C' Rating on M4 Secs.
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on one tranche
and confirmed the ratings on 11 tranches from five subprime RMBS
transactions issued by SABR and SASCO. The impacted securities are
backed by 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 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 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 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

Bonds Insured by Financial Guarantors

The credit quality of a 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 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: Securitized Asset Backed Receivables LLC Trust 2005-FR5

Cl. A-1B, Confirmed at Ba2 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Underlying Rating: Confirmed at Ba2 (sf); previously on May 30,
2012 Ba2 (sf) Placed Under Review for Possible Upgrade

Financial Guarantor: MBIA Insurance Corporation (B3 placed on
review for possible downgrade on Dec 19, 2011)

Cl. A-2B, Confirmed at B1 (sf); previously on May 30, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Issuer: Securitized Asset Backed Receivables LLC Trust 2005-HE1

Cl. A-1B, Confirmed at A2 (sf); previously on May 30, 2012 A2 (sf)
Placed Under Review for Possible Upgrade

Underlying Rating: Confirmed at A2 (sf); previously on May 30,
2012 A2 (sf) Placed Under Review for Possible Upgrade

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

Cl. A-3C, Confirmed at Ba1 (sf); previously on May 30, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Issuer: Structured Asset Securities Corp Trust 2005-WF4

Cl. A1, Confirmed at A1 (sf); previously on May 30, 2012 A1 (sf)
Placed Under Review for Possible Upgrade

Cl. M1, Confirmed at Baa3 (sf); previously on May 30, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. M2, Confirmed at Caa1 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. M3, Confirmed at Ca (sf); previously on May 30, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Cl. M4, Confirmed at C (sf); previously on May 30, 2012 C (sf)
Placed Under Review for Possible Upgrade

Issuer: Structured Asset Securities Corp Trust 2006-WF2

Cl. A3, Upgraded to A3 (sf); previously on May 30, 2012 Baa3 (sf)
Placed Under Review for Possible Upgrade

Cl. A4, Confirmed at Caa3 (sf); previously on May 30, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

Issuer: Structured Asset Securities Corporation Mortgage Pass-
Through Certificates, Series 2006-BC4

Cl. A3, Confirmed at A3 (sf); previously on May 30, 2012 A3 (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_SF293165

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


SEQUOIA MORTGAGE: Moody's Raises Rating on Cl. M-1 Bond to 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of Cl. M-1 from
the Sequoia Mortgage Trust 2004-3 transaction.

Ratings Rationale

The rating of the Cl. M-1 bond was erroneously downgraded in June
2012. The targeted overcollateralization amount (OC) for this
transaction is fixed at 0.5% of the cut-off date balance but was
coded incorrectly in the cash-flow modeling used in the prior
rating action. The calculation of the targeted OC has been
corrected, and the rating action reflects that change.

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 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.

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

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 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: Sequoia Mortgage Trust 2004-3

Cl. M-1, Upgraded to Caa1 (sf); previously on Jun 15, 2012
Downgraded to Caa3 (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF293012

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


SIERRA TIMESHARE 2011-2: Fitch Keeps 'BBsf' Rating on Cl. C Notes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on the notes issued by
various Sierra Timeshare Receivables transactions as detailed
below:

Sierra Timeshare 2007-1 Receivables Funding, LLC

  -- Class A-1 notes affirmed at 'Asf'; Outlook Stable;
  -- Class A-2 notes affirmed at 'Asf'; Outlook Stable.

Sierra Timeshare 2008-1 Receivables Funding, LLC

  -- Class A-1 notes affirmed at 'AAAsf'; Outlook Stable;
  -- Class A-2 notes affirmed at 'AAAsf'; Outlook Stable;
  -- Class B notes affirmed at 'AAsf'; Outlook Stable;
  -- Class C notes affirmed at 'Asf'; Outlook Stable.

Sierra Timeshare 2010-3 Receivables Funding, LLC

  -- Class A notes affirmed at 'Asf'; Outlook revised to Stable
     from Positive;
  -- Class B notes affirmed at 'BBBsf'; Outlook revised to Stable
     from Positive.

Sierra Timeshare 2011-2 Receivables Funding, LLC

  -- Class A notes affirmed at 'Asf'; Outlook Stable;
  -- Class B notes affirmed at 'BBBsf'; Outlook Stable;
  -- Class C notes affirmed at 'BBsf'; Outlook Stable.

The affirmations of the 2007-1, 2008-1, 2009-2, 2010-3, and 2011-2
transactions reflect the ability of each transaction's credit
enhancement to provide loss coverage consistent with the current
rating levels.

Fitch has revised the Rating Outlook on the class B and C notes in
the 2010-3 transaction to Stable from Positive to reflect Fitch's
expectation that the notes will remain sufficiently enhanced to
cover the 'Asf' and 'BBBsf' stressed loss levels for the next 12
to 18 months.

It is important to note that default performance in these
transactions is above Fitch's initial expectations.  However, due
to the delevering structure of the transactions, enhancement is
adequate to support the higher default pace.

Fitch will continue to monitor economic conditions and their
impact as they relate to timeshare asset-backed securities and the
trust level performance variables and update the ratings
accordingly.


SORIN REAL: Fitch Affirms Junk Rating on Six Note Classes
---------------------------------------------------------
Fitch Ratings has upgraded one and affirmed six classes issued by
Sorin Real Estate CDO I, Ltd. (Sorin RE CDO I) as a result of
significant deleveraging of the capital structure.

Since Fitch's last rating action in August 2011, approximately
11.8% of the collateral has been downgraded and 5.3% has been
upgraded. Currently, 85.5% of the portfolio has a Fitch-derived
rating below investment grade and 52.2% has a rating in the 'CCC'
category and below.  Over this period, the class A-1 notes
received $149.9 million in paydowns.  The paydowns are due to
asset sales, principal repayments from the underlying collateral,
as well as the redirection of interest proceeds due to the failure
of the class A/B principal coverage test.  The paydowns have
resulted in a significant increase in credit enhancement to the
class A-1 notes.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model (PCM) for projecting future default
levels for the underlying portfolio.  The default levels were then
compared to the breakeven levels generated by Fitch's cash flow
model of the CDO under the various default timing and interest
rate stress scenarios, as described in the report 'Global Criteria
for Cash Flow Analysis in CDOs'.  Fitch also analyzed the
structure's sensitivity to the assets that are distressed,
experiencing interest shortfalls, and those with near-term
maturities. The breakeven rates for the class A-1 notes are
generally consistent with the rating assigned below.

For the class A-2 through F notes, Fitch analyzed the classes'
sensitivity to the default of the distressed assets ('CCC' and
below).  Given the high probability of default of the underlying
assets and the expected limited recovery prospects upon default,
the class A-2 notes have been affirmed at 'CCsf', indicating that
default is probable.  Similarly, the class B through F notes have
been affirmed at 'Csf', indicating that default is inevitable.

Fitch does not assign Outlooks to classes rated 'CCC' and below.

Sorin RE CDO I is a commercial real estate collateralized debt
obligation (CRE CDO) backed by 40 tranches from 34 obligors, the
largest concentration of which is commercial mortgage-backed
securities (CMBS, 46.1%).  The remainder of the pool consists of
commercial real estate (CRE) loans or CMBS rake bonds (25.4%),
residential mortgage-backed securities (20.7%), and structured
finance CDOs (7.8%).  The transaction closed in July 2005, and its
revolving period ended in September 2010.

Fitch has taken the following actions as indicated:

  -- $122,963,901 class A-1 notes upgraded to 'CCCsf' from 'CCsf';
  -- $27,600,000 class A-2 notes affirmed at 'CCsf';
  -- $20,000,000 class B notes affirmed at 'Csf';
  -- $12,745,977 class C notes affirmed at 'Csf';
  -- $14,813,946 class D notes affirmed at 'Csf';
  -- $4,266,488 class E notes affirmed at 'Csf';
  -- $5,487,612 class F notes affirmed at 'Csf'.


JPMORGAN 2002-CIBC4: Fitch Lowers Ratings on 3 Cert. Classes
------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative three classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp., commercial mortgage pass-through certificates,
series 2002-CIBC4 (JPMC 2002-CIBC4).

The downgrades reflect an increase in Fitch expected loss for the
pool, primarily associated with the impending resolution of the
largest asset, which is real-estate owned (REO) and represents
53.2% of the pool, as well as the recovery of the associated
servicer advances.  Fitch modeled losses of 54.2% of the remaining
pool; modeled losses including realized losses to date are 11.8%
of the original pool.

As of the July 2012 distribution date, the pool's certificate
balance has been reduced by 85.6% (to $114.7 million from $798.9
million), of which 81.6% was due to paydowns and 4% was due to
realized losses.  The pool is concentrated with 19 loans
remaining.  One loan (2%) has been defeased. Interest shortfalls
totaling $5.2 million are currently affecting classes E through
NR.

Fitch has designated 10 loans (88.4%) as Fitch Loans of Concern,
which includes four specially serviced loans (59.9%).

Significant losses are expected from the imminent sale of the REO
asset, which consists of 487,170 square feet of a 1.12 million
square foot regional mall located in Austin, TX.  The property is
under contract to be sold at a significant discount to the
outstanding loan balance and is expected to close this month.  The
master servicer has indicated it plans to withhold all principal
and interest proceeds until approximately $8.3 million of advances
relating to this loan is recovered.  Fitch believes this will take
approximately 18 months to occur and in the interim, no
certificates will receive interest or principal.

The loan originally transferred to the special servicer in June
2009 for imminent default related to tenancy issues and became REO
in May 2010.  Subsequent tenant litigation issues and new
competition caused a sharp decline in the property's performance.
In addition, land that was originally owned and occupied by the
mall anchors was sold to a community college, which caused a sharp
decline in the property's value.

While the class B is currently expected to recover its entire
current balance of $2.6 million, it's difficult to gauge the
amount of interest shortfalls given the uncertainty in timing of
the ultimate recovery of servicer advances.  The Evolving Rating
Outlook on class B reflects this uncertainty.  Fitch will monitor
the pace at which advances are recovered over the next one to two
years. The original rating on the class B was 'AA'.

Fitch has downgraded, removed from Rating Watch Negative, and
assigned Rating Outlooks to the following classes, as indicated:

  -- $2.6 million class B to 'BBBsf' from 'AAAsf'; Outlook
     Evolving;
  -- $34 million class C to 'Bsf' from 'Asf'; Outlook Negative;
  -- $10 million class D to 'CCCsf' from 'BBB-sf'; RE 100%.

Additionally, Fitch has affirmed the following classes:

  -- $24 million class E at 'Csf'; RE 0%;
  -- $12 million class F at 'Csf'; RE 0%;
  -- $14 million class G at 'Csf'; RE 0%;
  -- $12 million class H at 'Csf'; RE 0%;
  -- $4 million class J at 'Csf'; RE 0%;
  -- $2.3 million class K at 'Dsf'; RE 0%;
  -- $0 class L at 'Dsf'; RE 0%;
  -- $0 class M at 'Dsf'; RE 0%.

Classes A-1, A-2, A-3, and X-2 have paid in full.  Fitch does not
rate class NR.


SOUNDVIEW HOME 2005-4: Moody's Lifts Rating on M-1B Tranche to B3
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on three
tranches and confirmed the ratings on one tranche from three
subprime RMBS transactions issued by Soundview. The collateral
backing these transactions are subprime residential mortgage
loans.

Complete rating actions are as follows:

Issuer: Soundview Home Loan Trust 2005-4

Cl. M-1A, Upgraded to B1 (sf); previously on May 30, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Cl. M-1B, Upgraded to B3 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Issuer: Soundview Home Loan Trust 2006-EQ1

Cl. A-2, Upgraded to A2 (sf); previously on May 30, 2012 Baa2 (sf)
Placed Under Review for Possible Upgrade

Issuer: Soundview Home Loan Trust 2006-OPT1

Cl. II-A-3, Confirmed at Ba3 (sf); previously on May 30, 2012 Ba3
(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 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://moodys.com/viewresearchdoc.aspx?docid=PBS_SF293169

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


SOUNDVIEW HOME: Moody's Confirms 'Caa2' Ratings on Two Tranches
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on one tranche
and confirmed the ratings on four tranches from five subprime RMBS
transactions issued by Soundview. The collateral backing these
transactions are subprime residential mortgage loans.

Complete rating actions are as follows:

Issuer: Soundview Home Loan Trust 2006-2

Cl. A-4, Confirmed at Ba2 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Issuer: Soundview Home Loan Trust 2006-OPT2

Cl. A-4, Confirmed at Caa2 (sf); previously on May 30, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

Issuer: Soundview Home Loan Trust 2006-OPT3

Cl. II-A-4, Confirmed at Caa2 (sf); previously on May 30, 2012
Caa2 (sf) Placed Under Review for Possible Upgrade

Issuer: Soundview Home Loan Trust 2006-WF2

Cl. A-2D, Confirmed at B2 (sf); previously on May 30, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Issuer: Soundview Home Loan Trust 2007-NS1, Asset-Backed
Certificates, Series 2007-NS1

Cl. A-1, Upgraded to A1 (sf); previously on May 30, 2012 Baa3 (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 upgrade in the rating action is a
result of improving performance and/or structural features
resulting in lower/higher expected losses for the bond 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 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_SF293545

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


SPECIALTY UNDERWRITING: Moody's Lifts Rating on A-2D Tranche to B2
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on three
tranches from Specialty Underwriting and Residential Finance
Series 2006-BC1. Collateral backing this transaction are subprime
residential mortgages.

Complete rating actions are as follows:

Issuer: Specialty Underwriting and Residential Finance Series
2006-BC1

Cl. A-1, Upgraded to Baa1 (sf); previously on May 30, 2012 Ba1
(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 B2 (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 this rating were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and "2005 -- 2008 US RMBS Surveillance Methodology"
published in July 2011.

Moody's adjusts the methodologies noted above for Moody's current
view on loan modifications As a result of an extension of the Home
Affordable Modification Program (HAMP) to 2013 and an increased
use of private modifications, Moody's is extending its previous
view that loan modifications will only occur through the end of
2012. It is now assuming that the loan modifications will continue
at current levels until the end of 2013.

To assess the rating implications of the updated loss levels on
subprime RMBS, each individual pool was run through a variety of
scenarios in the Structured Finance Workstation(R)(SFW), the cash
flow model developed by Moody's Wall Street Analytics. This
individual pool level analysis incorporates performance variances
across the different pools and the structural features of the
transaction including priorities of payment distribution among the
different tranches, average life of the tranches, current balances
of the tranches and future cash flows under expected and stressed
scenarios. The scenarios include ninety-six different combinations
comprising of six loss levels, four loss timing curves and four
prepayment curves. The volatility in losses experienced by a
tranche due to extended foreclosure timelines by servicers is
taken into consideration when assigning ratings.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in April 2011 to 8.2% 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_SF293170

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


SPRINGLEAF MORTGAGE 2012-2: S&P Rates Class B-2 Notes 'BB(sf)'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Springleaf Mortgage Loan Trust 2012-2's $970.034
million mortgage-backed notes series 2012-2.

"The note issuance is a residential mortgage-backed securities
transaction backed by seasoned first-lien, fixed-rate, and
adjustable-rate, residential mortgage loans secured by one- to
four-family residences, manufactured housing, land, and packages
of multiple real properties to subprime borrowers," S&P said.

The preliminary ratings are based on information as of July 31,
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 likelihood that the expected credit enhancement of
    49.50%, 41.25%, 36.50%, 31.25%, 27.90%, 23.00%, and 18.45%
    will be able to withstand S&P's 'AAA', 'AA', 'A+', 'A-',
    'BBB', 'BB', and 'B' stress scenarios, respectively, for this
    portfolio, which will be secured by residential mortgage
    loans. The credit enhancement comprises subordination, an
    interest shortfall reserve fund, excess interest, and
    overcollateralization.

-  The risks and mitigating factors S&P sees based on the results
    of Standard & Poor's Ratings Services' mortgage originator and
    conduit reviews, third-party due-diligence review, and
    representations and warranties review with respect to the
    mortgage assets. Pursuant to earlier transactions, S&P
    performed a full mortgage originator review of Springleaf
    Finance Corp. (Springleaf), which included a review of its
    acquisition program and an onsite review. S&P had previously
    assigned a 'Middle Tier' ranking to Springleaf. Given that the
    originator has since exited the origination business and less
    than 1% of the loans in this transaction were originated in
    the last two years, S&P will rely solely on the originator's
    historical loan performance to inform our credit enhancement
    factor.

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

            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/1111747.pdf

PRELIMINARY RATINGS ASSIGNED
Springleaf Mortgage Loan Trust 2012-2
Class       Rating           Amount
                           (mil. $)
A           AAA (sf)        532.549
M-1         AA (sf)          78.572
M-2         A+ (sf)          55.292
M-3         A- (sf)          47.532
M-4         BBB (sf)         36.861
B-1         BB (sf)          53.352
B-2         B (sf)           54.322
C           NR                  TBD
R           NR                  N/A

NR-Not rated.
N/A-Not applicable.
TBD-To be determined.


STRUCTURED ASSET: Moody's Cuts Ratings on Two Tranches to 'C'
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 17
tranches from three deals issued by Structured Asset Securities
Corporation. The collateral backing these transactions consists of
loans originated by the Small Business Administration to borrowers
who have experienced property losses in disasters recognized by
the United States federal government.

Complete rating actions are as follows:

Issuer: Structured Asset Securities Corp. Pass-Through
Certificates, Series 2002-AL1

Cl. AIO(2), Downgraded to Ba3 (sf); previously on Jun 29, 2011
Downgraded to Baa2 (sf)

Cl. AIO(3), Downgraded to Ba3 (sf); previously on Jun 29, 2011
Downgraded to Baa2 (sf)

Issuer: Structured Asset Securities Corporation Assistance Loan
Trust 2003-AL1

Cl. B1, Downgraded to Ba1 (sf); previously on Jun 29, 2011
Downgraded to Baa3 (sf)

Cl. B2, Downgraded to B3 (sf); previously on Jun 29, 2011
Downgraded to B1 (sf)

Cl. B3, Downgraded to Ca (sf); previously on Jun 29, 2011
Downgraded to Caa1 (sf)

Cl. B4, Downgraded to C (sf); previously on Jun 29, 2011
Downgraded to Caa2 (sf)

Issuer: Structured Asset Securities Corporation Mortgage Pass-
Through Certificates, Series 2001-SB1

Cl. A2 Component 1, Downgraded to Ba1 (sf); previously on Jun 29,
2011 Downgraded to Baa3 (sf)

Cl. A2 Component 2, Downgraded to Ba1 (sf); previously on Jun 29,
2011 Downgraded to Baa3 (sf)

Cl. A4, Downgraded to Ba1 (sf); previously on Jun 29, 2011
Downgraded to Baa3 (sf)

Cl. A5, Downgraded to Ba1 (sf); previously on Jun 29, 2011
Downgraded to Baa3 (sf)

Cl. APO, Downgraded to Ba2 (sf); previously on Jun 29, 2011
Downgraded to Ba1 (sf)

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

Cl. B1, Downgraded to B3 (sf); previously on Jun 29, 2011
Downgraded to B1 (sf)

Cl. B2, Downgraded to Caa2 (sf); previously on Jun 29, 2011
Downgraded to Caa1 (sf)

Cl. B3, Downgraded to Caa3 (sf); previously on Jun 29, 2011
Downgraded to Caa1 (sf)

Cl. B4, Downgraded to Ca (sf); previously on Jun 29, 2011
Downgraded to Caa1 (sf)

Cl. B5, Downgraded to C (sf); previously on Jun 29, 2011
Downgraded to Caa1 (sf)

Ratings Rationale

The actions were prompted by the deteriorated collateral credit
performance and increase in loss expectation on these
transactions.

In addition, Moody's has corrected the ratings on Class AIO (2)
and Class AIO (3) from Structured Asset Securities Corp. Pass-
Through Certificates, Series 2002-AL1. Due to an internal
administrative error, these tranches were initially misclassified
and thus not included in the February 22, 2012 rating action on
certain RMBS interest-only securities. The Class AIO tranches from
this transaction are interest-only tranches linked to the non-
discount assistance loans in the related loan pool. Moody's method
for rating IOs referencing a single pool is determined to be the
lowest of i) Ba3 (sf); ii) the highest current tranche rating on
outstanding bonds backed by the referenced pool; or iii) the
rating corresponding to the pool expected loss.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, "Second Lien RMBS Loss Projection Methodology:
April 2010" published in April 2010, and "Pre-2005 US RMBS
Surveillance Methodology" published in January 2012. The
methodology used in rating Interest-Only Securities was "Moody's
Approach to Rating Structured Finance Interest-Only Securities"
published in February 2012.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. Moody's expects growth in the US
to remain below trend for the rest of 2012, and then pick up again
in 2013. 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, sensitivity
analysis, and updated estimated pool losses may be found at:

  http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF293013


SYMPHONY CLO X: S&P Rates Class E Deferrable Notes 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Symphony CLO X Ltd./Symphony CLO X LLC's $374.75
million floating-rate notes.

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

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

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

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

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

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

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

-  The collateral manager's experienced management team.

S&P's projections regarding the timely interest and ultimate
    principal payments on the preliminary rated notes, which S&P
    assessed using S&P's cash flow analysis and assumptions
    commensurate with the assigned preliminary ratings under
    various interest-rate scenarios, including LIBOR ranging from
    0.3439%-12.6500%.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

PRELIMINARY RATINGS ASSIGNED
Symphony CLO X Ltd./Symphony CLO X LLC

Class                   Rating            Amount
                                        (mil. $)
X                       AAA (sf)            3.25
A                       AAA (sf)          260.00
B                       AA (sf)            36.00
C (deferrable)          A (sf)             40.00
D (deferrable)          BBB (sf)           19.00
E (deferrable)          BB (sf)            16.50
Subordinated notes      NR                 43.00

NR-Not rated.


U.S. EDUCATION: Fitch Affirms 'Bsf' Ratings on Four Loan Classes
----------------------------------------------------------------
Fitch Ratings has affirmed the senior and subordinate student loan
notes issued by U.S. Education Loan Trust IV, LLC - March 1, 2006
Indenture of Trust at 'AAAsf' and 'Bsf,' respectively.  The Rating
Outlook remains Negative for the senior notes and remains Stable
for the subordinate notes.

The collateral supporting the notes is comprised of student and
consolidation loans originated under the Federal Family Education
Loan Program (FFELP).  The Negative Outlook on the senior notes is
tied to the outlook on the U.S. sovereign rating.

Fitch used its 'Global Structured Finance Rating Criteria,' and
'U.S. FFELP Student Loan ABS Rating Criteria', to review the
ratings.

Fitch affirms the ratings on the senior notes based on the
sufficient level of credit enhancement to cover the applicable
risk factor stresses.  Credit enhancement for the senior notes
consists of projected minimum excess spread,
overcollateralization, and subordination provided by the Class B
notes.  Fitch also affirms the subordinate notes based upon an
increase in parity over the past year from 97.44% to 99.43%, as
the trust has bought bonds at a discount.  The trust expects to
continue purchasing bonds at a discount, and parity is expected to
rise.  Fitch will continue to monitor the trust's performance.

Fitch has taken the following rating actions:

U.S. Education Loan Trust IV, LLC - March 1, 2006 Indenture of
Trust:

  -- Class 2006-1 A-2 affirmed at 'AAAsf'; Outlook Negative;
  -- Class 2006-1 A-3 affirmed at 'AAAsf'; Outlook Negative;
  -- Class 2006-1 A-4 affirmed at 'AAAsf'; Outlook Negative;
  -- Class 2006-1 A-5 affirmed at 'AAAsf'; Outlook Negative;
  -- Class 2006-1 A-6 affirmed at 'AAAsf'; Outlook Negative;
  -- Class 2006-1 A-7 affirmed at 'AAAsf'; Outlook Negative;
  -- Class 2006-1 A-8 affirmed at 'AAAsf'; Outlook Negative.
  -- Class 2006-2 A-1 affirmed at 'AAAsf'; Outlook Negative;
  -- Class 2006-2 A-2 affirmed at 'AAAsf'; Outlook Negative;
  -- Class 2006-2 A-3 affirmed at 'AAAsf'; Outlook Negative;
  -- Class 2006-2 A-4 affirmed at 'AAAsf'; Outlook Negative;
  -- Class 2006-2 A-5 affirmed at 'AAAsf'; Outlook Negative;
  -- Class 2006-2 A-6 affirmed at 'AAAsf'; Outlook Negative;
  -- Class 2006-2 A-7 affirmed at 'AAAsf'; Outlook Negative;
  -- Class 2007-1 A-2 affirmed at 'AAAsf'; Outlook Negative;
  -- Class 2007-1 A-3 affirmed at 'AAAsf'; Outlook Negative;
  -- Class 2007-1 A-4 affirmed at 'AAAsf'; Outlook Negative.
  -- Class 2006-1 B-1 affirmed at 'Bsf'; Outlook Stable;
  -- Class 2006-1 B-2 affirmed at 'Bsf'; Outlook Stable;
  -- Class 2006-2 B-1 affirmed at 'Bsf'; Outlook Stable;
  -- Class 2007-1 B-1 affirmed at 'Bsf'; Outlook Stable.


VERTICAL CRE: Fitch Cuts Rating on Seven Note Classes to 'Dsf'
--------------------------------------------------------------
Fitch Ratings has taken various rating actions on notes issued by
Vertical CRE CDO 2006-1 Ltd./Corp. (Vertical 2006-1).  Fitch
downgraded seven classes to 'Dsf' and affirmed one class at 'Dsf'
due to payment defaults.  Subsequently, Fitch has withdrawn the
ratings on all the notes.

On the Sept. 22, 2009 payment date, the overcollateralization (OC)
Default Trigger fell below 105% which resulted in an Event of
Default.  On Oct. 8, 2009, the holder of a majority in Aggregate
Principal Amount of the class A notes and the class B notes,
voting together as a single class, declared the principal of the
notes to be immediately due and payable.  Liquidation proceeds
were disbursed on July 23, 2012. The class A notes recovered 75%
of its current outstanding principal balance (89% of its original
balance when including prior paydowns) after application of net
proceeds from the liquidation of the collateral.  No proceeds were
available to pay any principal on the junior classes.

Fitch has downgraded and withdrawn the ratings on the following
classes:

  -- $0 class A notes to 'Dsf' from 'CCsf' and withdrawn;
  -- $0 class C notes to 'Dsf' from 'Csf' and withdrawn;
  -- $0 class D notes to 'Dsf' from 'Csf' and withdrawn;
  -- $0 class E notes to 'Dsf' from 'Csf' and withdrawn;
  -- $0 class F notes to 'Dsf' from 'Csf' and withdrawn;
  -- $0 class G notes to 'Dsf' from 'Csf' and withdrawn;
  -- $0 class H notes to 'Dsf' from 'Csf' and withdrawn.

Fitch has affirmed and withdrawn the rating on the following
class:

  -- $0 class B notes at 'Dsf' and withdrawn.


WACHOVIA BANK 2006-C28: Moody's Cuts Rating on 2 Note Classes to C
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of eight classes
and affirmed 15 classes of Wachovia Bank Commercial Mortgage
Securities Trust Commercial Mortgage Pass-Through Certificates,
Series 2006-C28 as follows:

Cl. A-2, Affirmed at Aaa (sf); previously on Jan 22, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-PB, Affirmed at Aaa (sf); previously on Jan 22, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Jan 22, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jan 22, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-4FL, Affirmed at Aaa (sf); previously on Jan 22, 2007
Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Jan 22, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Downgraded to Baa1 (sf); previously on Nov 11, 2010
Downgraded to Aa3 (sf)

Cl. A-J, Downgraded to B2 (sf); previously on Nov 11, 2010
Downgraded to Ba1 (sf)

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

Cl. C, Downgraded to Caa1 (sf); previously on Nov 11, 2010
Downgraded to B3 (sf)

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

Cl. E, Downgraded to Caa3 (sf); previously on Nov 11, 2010
Downgraded to Caa2 (sf)

Cl. F, Downgraded to C (sf); previously on Nov 11, 2010 Downgraded
to Caa3 (sf)

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

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

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

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

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

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

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

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

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

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

Ratings Rationale

The downgrades are due to higher than expected losses from
troubled loans and 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 classes are
sufficient to maintain their current ratings.

Moody's rating action reflects a cumulative base expected loss of
13.4% of the current balance. At last review, Moody's cumulative
base expected loss was 10.1%. Realized losses have increased from
0.5% of the original balance to 0.9% 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 37 compared to 40 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated August 25, 2011.

Deal Performance

As of the July 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 10% to $3.2 billion
from $3.6 billion at securitization. The Certificates are
collateralized by 190 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 45%
of the pool.

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

Six loans have been liquidated from the pool, resulting in an
aggregate realized loss of $33.1 million (68% loss severity on
average). In addition, one loan was modified with a principal
write-down of $0.8 million, resulting in a total certificate loss
of $33.9 million. Thirty-one loans, representing 21% of the pool,
are currently in special servicing. The largest specially serviced
loan is the Montclair Plaza Loan ($190.0 million -- 5.9% of the
pool), which is secured by a 875,085 square foot (SF) regional
mall located in Montclair, California. The collateral is anchored
by JC Penney and also includes an anchor space that is currently
vacant. Excluded from the collateral are shadow anchors including
Macy's, Sears and Nordstrom. Prior to foreclosure, the loan's
sponsor was General Growth Properties Inc. (GGP). This property
was not part of GGP's bankruptcy filing. The loan was transferred
to special servicing in January 2010 for monetary default and
became real estate owned (REO) in March 2011. As of May 2012 the
inline occupancy was 80% excluding temporary tenants (94%
including temporary tenants). In-line sales for tenants less than
10,000 SF was $346 as of May 2012 with an occupancy cost of 18.2%.

The second largest specially serviced loan is the Four Seasons
Resorts and Club -- Dallas, TX Loan ($175.0 million -- 5.4% of the
pool) which is secured by a 431 room AAA Five Diamond rated hotel
located in Irving, Texas. The loan was transferred to special
servicing in October 2009 due to imminent payment default due to
property level cash flow problems. Subsequently foreclosure was
filed in April 2010 and the loan became real estate owned (REO) in
June 2010. The trailing-12 month RevPar as of June 2012 was
$144.04, a 1.3% increase from 2011.

The remaining 29 specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $288.9 million loss
for the specially serviced loans (43% expected loss on average).

Moody's has assumed a high default probability for fifteen poorly
performing loans representing 15% of the pool and has estimated an
aggregate $65.3 million loss (13% expected loss on average) from
these troubled loans.

Moody's was provided with full and or partial year 2011 operating
results for 96% of the pool's non-specially serviced loans.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 112% compared to 119% at Moody's prior review.
Moody's net cash flow reflects a weighted average haircut of 11.3%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.6%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.23X and 0.95X, respectively, compared to
1.21X and 0.89X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three conduit loans represent 17.9% of the pool. The
largest conduit loan is The Gas Company Tower Loan ($229.0 million
-- 7.1% of the pool), which represents a pari passu interest in a
$458.0 million first mortgage loan. The loan is secured by a 1.3
million square foot Class A office building located in downtown
Los Angeles, California. The loan is on the watchlist due to
declining occupancy and base rent. The largest tenant, Southern
California Gas Company (30% NRA, lease expiration 10/31/2026),
significantly reduced both their space and base rent in November
2011. Additionally, a tenant representing 8% of NRA vacated in
November 2011. As of March 2012, the property was 82% leased
compared to 95% at last review. The loan's sponsor, Maguire,
indicated that it does not intend to dispose of this asset since
it has a tax indemnification obligation on it. The loan is
interest only for the entire term and matures in August 2016. Due
to the decline in both occupancy and base rent, Moody's views this
loan as a troubled loan. Moody's LTV and stressed DSCR are 167%
and 0.57X, respectively, compared to 133% and 0.71X as last
review.

The second largest loan is the 1180 Peachtree Street Loan ($193.9
million -- 6.0% of the pool), which is secured by a 669,711 square
foot Class A office building located in Atlanta, Georgia. The
largest tenant is King & Spalding, which leases 66% of the NRA
through March 2021. As of March 2012, the property was 92% leased
compared to 91% at last review, and less than 1% of the NRA
expires in the next 18 months. Moody's LTV and stressed DSCR are
123% and 0.81X, respectively, compared to 125% and 0.80X at last
review.

The third largest loan is the 311 South Wacker Drive Loan ($157.1
million -- 4.8% of the pool), which is secured by a 1.3 million
square foot Class A office tower located in downtown Chicago,
Illinois. The top three tenants include Freeborn & Peters LLP (9%
of the NRA; lease expiration November 2022), Duff & Phelps LLC (6%
of the NRA; lease expiration September 2021) and CB Richard Ellis
Inc (5% of the NRA; lease expiration November 2014). As of March
2012 the property was 90% leased compared to 91% at last review.
The property's performance will continue to benefit from base rent
increases for Freeborn & Peters LLP and Duff & Phelps LLC that
occurred in the first half of 2012. After the conclusion of a five
year interest only period, the loan began amortizing in September
2011. Moody's LTV and stressed DSCR are 100% and 0.97X,
respectively, compared to 104% and 0.94X at last review.


WAMU 2003-AR12: Moody's Lifts Ratings on Two Tranches to 'Ca'
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of six tranches
and confirmed the rating of one tranche from two RMBS
transactions, backed by prime jumbo loans, issued by Washington
Mutual.

Ratings Rationale

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

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

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

The rating action consists of a number of upgrades.

The upgrades for WaMu Mortgage-Backed Pass-Through Certificates,
Series 2001-AR5 reflect the correction of a database error that
caused historical delinquency amounts to be overstated and led to
higher projected losses for the deal in previous rating actions.
As a result of the correction, Moody's is now projecting lower
losses for this deal. When considered in relation to the amount of
credit enhancement, these lower projected losses have resulted in
ratings upgrades for the bonds.

The above mentioned approach "Pre-2005 US RMBS Surveillance
Methodology" is adjusted slightly when estimating losses on pools
left with a small number of loans to account for the volatile
nature of small pools. Even if a few loans in a small pool become
delinquent, there could be a large increase in the overall pool
delinquency level due to the concentration risk. To project losses
on pools with fewer than 100 loans, Moody's first estimates a
"baseline" average rate of new delinquencies for the pool that is
set at 3% for Jumbo and which is typically higher than the average
rate of new delinquencies for larger pools.

Once the baseline rate is set, further adjustments are made based
on 1) the number of loans remaining in the pool and 2) the level
of current delinquencies in the pool. The fewer the number of
loans remaining in the pool, the higher the volatility in
performance. Once the loan count in a pool falls below 75, the
rate of delinquency is increased by 1% for every loan less than
75. For example, for a pool with 74 loans, the adjusted rate of
new delinquency would be 3.03%. In addition, if current
delinquency levels in a small pool are low, future delinquencies
are expected to reflect this trend. To account for that, the rate
calculated above is multiplied by a factor ranging from 0.75 to
2.5 for current delinquencies ranging from less than 2.5% to
greater than 10% respectively. Delinquencies for subsequent years
and ultimate expected losses are projected using the approach
described in the methodology publication listed above.

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

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

The primary source of assumption uncertainty is the 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 changes can
impact the performance of these transactions.

Complete rating actions are as follows:

Issuer: WaMu Mortgage Pass-Through Certificates Series 2003-AR12
Trust

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

Issuer: WaMu Mortgage-Backed Pass-Through Certificates, Series
2001-AR5

Cl. I-A, Upgraded to A3 (sf); previously on Apr 20, 2011
Downgraded to B1 (sf)

Cl. B-1, Upgraded to B1 (sf); previously on Jan 31, 2012 Caa2 (sf)
Placed Under Review for Possible Upgrade

Cl. B-2, Upgraded to B3 (sf); previously on Apr 20, 2011
Downgraded to Ca (sf)

Cl. B-3, Upgraded to Caa3 (sf); previously on Apr 20, 2011
Downgraded to Ca (sf)

Cl. B-4, Upgraded to Ca (sf); previously on Apr 20, 2011
Downgraded to C (sf)

Cl. B-5, Upgraded to Ca (sf); previously on Apr 20, 2011
Downgraded to C (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF293258

A list of updated estimated pool losses, sensitivity analysis, and
tranche recovery details is being posted on an ongoing basis for
the duration of this review period and may be found at:

  http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF243269


WFRBS 2011-C4: Stable Performance Cues Fitch to Affirm All Ratings
------------------------------------------------------------------
Fitch Ratings has affirmed all the ratings of Wells Fargo Bank,
N.A. WFRBS Commercial Mortgage Trust 2011-C4 commercial mortgage
pass-through certificates.

The affirmations are based on the stable performance of the
underlying collateral pool since issuance.  Fitch modeled losses
of 1.2% of the current pool.  The pool has experienced no realized
losses to date.  Fitch has not designated any loans as Fitch Loans
of Concern, and no loans are in special servicing.

As of the July 2012 distribution date, the pool's aggregate
principal balance has been paid down by 1.1% to $1.46 billion from
$1.48 billion at issuance.  No loans have defeased since issuance.

Fitch affirms the following classes as indicated:

  -- $77.1 million class A-1 at 'AAAsf'; Outlook Stable;
  -- $201.4 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $164.9 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $90 million class A-FL 'AAAsf'; Outlook Stable;
  -- $0 class A-FX at 'AAAsf'; Outlook Stable;
  -- $681.4 million class A-4 at 'AAAsf'; Outlook Stable;
  -- Interest-only class X-A at 'AAAsf'; Outlook Stable;
  -- $42.6 million class B at 'AAsf'; Outlook Stable;
  -- $42.6 million class C at 'A+sf'; Outlook Stable;
  -- $33.3 million class D at 'A-sf'; Outlook Stable;
  -- $51.8 million class E at 'BBB-sf'; Outlook Stable;
  -- $20.4 million class F at 'BBsf'; Outlook Stable;
  -- $18.5 million class G at 'Bsf'; Outlook Stable.

Fitch does not rate the class H and the interest-only class X-B.


* Fitch Cuts Ratings on 649 Distressed Bonds in 294 US RMBS Deals
-----------------------------------------------------------------
Fitch Ratings has downgraded 694 distressed bonds in 294 U.S. RMBS
transactions to 'Dsf'.  The downgrades indicate that the bonds
have incurred a principal write-down. Of the bonds downgraded to
'Dsf', all classes were previously rated 'Csf' or 'CCsf'.  All
ratings below 'Bsf' indicate a default is expected.

As part of this review, the Recovery Estimates of the defaulted
bonds were not revised.  Additionally, the review only focused on
the bonds which defaulted and did not include any other bonds in
the affected transactions.

Of the 694 classes affected by these downgrades, 366 are Prime,
247 are Alt-A, and 64 are Subprime.  The remaining transaction
types are other sectors.  The majority of the bonds (60.3%) have a
Recovery Estimate of 50% - 90%, which indicates that the bonds
will recover 50% - 90% of the current outstanding balance, while
19.7% have a Recovery Estimate of 0%.

A spreadsheet detailing Fitch's rating actions can be found at
'www.fitchratings.com' by performing a title search for 'Fitch
Downgrades 694 Distressed Bonds to 'Dsf' in 294 U.S. RMBS
Transactions'.  These actions were reviewed by a committee of
Fitch analysts. The spreadsheet provides the contact information
for the performance analyst.

The spreadsheet also details Fitch's assignment of Recovery
Estimates (REs) to the transactions.  The Recovery Estimate scale
is based upon the expected relative recovery characteristics of an
obligation.  For structured finance, Recovery Estimates are
designed to estimate recoveries on a forward-looking basis.


* Fitch Takes Various Rating Actions on 18 CRE CDOs
---------------------------------------------------
Fitch Ratings has downgraded 16 classes and affirmed 179 classes
from 18 commercial real estate collateralized debt obligations
(CRE CDOs) with exposure to commercial mortgage backed securities
(CMBS).

A rating action spreadsheet, titled 'Fitch Takes Various Rating
Actions on 18 CRE CDOs', dated Aug. 2, 2012, details the
individual rating actions for each rated CDO.  It can be found on
Fitch's website at 'www.fitchratings.com' by performing a title
search or by using the link below.  For further information and
transaction research, please refer to 'www.fitchratings.com'.

This review was conducted under the framework described in the
reports 'Global Structured Finance Rating Criteria' and 'Global
Rating Criteria for Structured Finance CDOs'.  None of the
reviewed transactions have been analyzed within a cash flow model
framework, as the impact of structural features and excess
spread, or conversely, principal proceeds being used to pay CDO
liabilities and hedge payments, was determined to be minimal in
the context of these CDO ratings.

For transactions where the percentage of collateral experiencing
full interest shortfalls in the portfolio already significantly
exceeds the credit enhancement (CE) level of the most senior class
of notes, Fitch believes that the probability of default for all
classes of notes can be evaluated without factoring potential
further losses from the remaining portion of the portfolios.
Therefore, these transactions were not modeled using the
Structured Finance Portfolio Credit Model (SF PCM).

For the CWCapital Cobalt Vr transaction, the credit enhancement
(CE) level of the senior class of notes, class A-1, is well in
excess of the percentage of interest shortfalls for the
transaction (58.8%).  Fitch used SF PCM to project future losses
from the transaction's entire portfolio and compared credit
enhancement of the class to the loss rates.  The class A-1 notes
for this transaction were affirmed at 'CCCsf' because the CE is
comparable to the 'CCC' rating loss rate (RLR) projected by SF
PCM.  The class is the most senior class and has received
approximately $32.2 million in paydowns since the last rating
action.

The one class downgraded to 'Csf' and 100 classes affirmed at
'Csf' are notes whose CE levels are significantly below the
percentage of collateral experiencing interest shortfalls, full or
partial.  The CE levels are also significantly below the
percentage of the collateral with a Fitch derived rating of 'CC'
and below.  Due to the extent of distress in these portfolios,
Fitch believes default continues to appear inevitable for these
classes.

Thirteen classes were affirmed at 'Dsf' because they are non-
deferrable classes that have and are expected to continue to
experience further interest payment shortfalls.  Fifteen classes
were downgraded and 65 classes affirmed at 'Dsf' because the
classes have experienced principal writedowns.

In addition, Fitch has marked one class 'PIF'.  The class marked
'PIF' in the Abacus 2007-18 transaction has been fully redeemed
under the Optional Redemption provision.

Fitch does not assign Rating Outlooks to classes rated in the
'CCC' and lower categories.


* S&P Affirms Ratings on 14 Classes From 10 RMBS Transactions
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on one class
from one U.S. residential mortgage-backed securities (RMBS)
transaction. "In addition, we affirmed our ratings on 14 classes
from 10 other transactions. We also withdrew our ratings on two
classes: one class that was paid in full and one class due to the
small number of loans remaining and the lack of sufficient
information to maintain the rating. The transactions in this
review are backed by closed-end second-lien or home equity line of
credit (HELOC) mortgage loans issued from 2000 through 2007," S&P
said.

"We reviewed the transactions issued before 2004 in accordance
with our criteria in 'Methodology and Assumptions For U.S. RMBS
Issued Before 2005,' published March 12, 2009. As such, we
subjected delinquent loans to a 100% default likelihood
distributed evenly over a period of six months. We also applied a
loss severity (loss given default) of 100%, which we applied to
all transactions backed predominantly by second liens," S&P said.

"Due to the extended seasoning and longevity of transactions
outstanding that closed in 2004, we also applied our criteria when
reviewing transactions issued in 2004 in lieu of the criteria
described in 'How Standard & Poor's Is Revising Its Loss Curves
For U.S. Closed-End Second-Lien RMBS,' published Dec. 20, 2007,
and 'Loss Curve Applied to U.S. HELOC RMBS Issued in 2004-2007,'
published May 22, 2008. Due to the length of the loss curve we
typically apply to 2004-vintage transactions, in conjunction with
transaction seasoning, we believe that the application of the pre-
2004 criteria was more appropriate for our review of the
transactions that closed in 2004," S&P said.

"For the remaining transactions within this review issued between
2005 and 2007, we used the greater of (i) the losses provided in
'Assumptions: Revised Lifetime Loss Projections For U.S. Closed-
End Second-Lien And HELOC RMBS Transactions Issued In 2005, 2006,
And 2007,' published Dec. 21, 2009, (ii) the losses projected in
accordance with the criteria applied for 2004 and prior vintages,
and (iii) the losses projected in accordance with the second-lien
loss curve described in 'Loss Curve Applied To U.S. HELOC RMBS
Issued in 2004-2007,' published May 22, 2008, and 'How Standard &
Poor's Is Revising Its Loss Curves For U.S. Closed-End Second-Lien
RMBS,' published Dec. 20, 2007. We also used the second-lien loss
curve for the timing of losses for mortgage pools that were
seasoned less than 76 months, regardless of the methodology
applied to project the dollar loss. Since the curve only extends
over 82 months, we applied losses for a minimum of six months,
distributed evenly, for mortgage pools that were seasoned more
than 76 months," S&P said.

"Extended loan seasoning and updated performance data was a
driving factor in the application of different methodologies for
certain transactions. As such, on Dec. 27, 2011, we published
'Advance Notice Of Proposed Criteria Change: Surveillance
Methodology And Assumptions For U.S. RMBS Transactions Backed By
Second-Lien Mortgage Loans,' in which we provided notice that we
expect to update our methodology and assumptions to consider the
extended seasoning of these transactions compared with our
existing methodology. As a result, the application of the
forthcoming criteria update could result in additional ratings
changes for RMBS transactions backed by second-lien loans," S&P
said.

"We evaluated all transactions with our 'middle' interest rate
vectors. For HELOC transactions, however, we also used our 'low'
interest rate vectors. In general, the bonds in these transactions
receive interest indexed to one-month LIBOR, while the underlying
loans pay interest indexed to the prime rate. The difference
between the two indices can result in excess interest, which can
contribute to a considerable portion of the credit support for
these transactions. Therefore, we use the 'low' interest rate
vectors to stress the amount of excess interest produced, as these
vectors have the lowest overall differential between LIBOR and the
prime rate," S&P said.

"The downgrade reflects our belief that projected credit
enhancement for this class will be insufficient to cover the
projected loss at the previous rating level," S&P said.

"Affirmations above 'CCC (sf)' reflect our belief that projected
credit enhancement for the affected classes will be sufficient to
cover our projected losses at the current rating levels," S&P
said.

"Affirmations of '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.

"We withdrew our ratings on class A-1 from CWHEQ Home Equity Loan
Trust Series 2007-S3 because the class has been paid in full," S&P
said.

"We withdrew our rating on class A-2 from GMACM Home Equity Loan
Trust 2000-HE2 as this class is backed by a pool with a small
number of remaining loans. If any of the remaining loans default,
the resulting loss could have a greater effect on the pool's
performance than if the pool consisted of a larger number of
loans. Because this performance volatility may have an adverse
effect on our outstanding rating, we withdrew our rating on the
related transaction," S&P said.

"The rating on class A-1 from GMACM Home Equity Loan Trust 2000-
HE2 is the higher of (i) the rating on the class without the
benefit of bond insurance, and (ii) the rating on the insurance
provider, MBIA Insurance Corp. (B)," S&P said.

"The rating on the notes from CWABS Master Trust Series 2004-C is
the higher of (i) the rating on the class without the benefit of
bond insurance, and (ii) the rating on the insurance provider,
Financial Guaranty Insurance Co. (not rated)," S&P said.

The ratings on classes 1-A and 2-A from CWABS Master Trust Series
2004-B are the higher of (i) the ratings on the classes without
the benefit of bond insurance, and (ii) the rating on the
insurance provider, Financial Guaranty Insurance Co. (not rated).

The ratings on classes A-1 and A-2 from GreenPoint Home Equity
Loan Trust 2004-2 are the higher of (i) the ratings on the classes
without the benefit of bond insurance, and (ii) the rating on the
insurance provider, Ambac Assurance Corp. (not rated).

The rating on class A from GreenPoint Home Equity Loan Trust 2004-
3 is the higher of (i) the rating on the class without the benefit
of bond insurance, and (ii) the rating on the insurance provider,
Ambac Assurance Corp. (not rated).

The rating on the notes from CWABS Revolving Home Equity Loan
Trust Series 2004-I is the higher of (i) the rating on the class
without the benefit of bond insurance, and (ii) the rating on the
insurance provider, MBIA Insurance Corp. ('B').

The rating on the notes from CWABS Revolving Home Equity Loan
Trust Series 2004-S is the higher of (i) the rating on the class
without the benefit of bond insurance, and (ii) the rating on the
insurance provider, Ambac Assurance Corp. (not rated).

The rating on class A from CWHEQ Revolving Home Equity Loan Trust
Series 2005-L is the higher of (i) the rating on the class without
the benefit of bond insurance, and (ii) the rating on the
insurance provider, Ambac Assurance Corp. (not rated).

The ratings on classes A-1 and A-2 from Terwin Mortgage Trust
2006-4SL are the higher of (i) the ratings on the classes without
the benefit of bond insurance, and (ii) the rating on the
insurance provider, Ambac Assurance Corp. (not rated).

The ratings on classes A-1, A-2 and A-3 from CWHEQ Home Equity
Loan Trust Series 2007-S3 are the higher of (i) the ratings on the
classes without the benefit of bond insurance, and (ii) the rating
on the insurance provider, MBIA Insurance Corp. ('B').

"In order to maintain a 'B' rating on a class, we assessed
whether, in our view, the class could absorb the remaining base-
case loss assumptions used in our analysis," S&P said.

Subordination, overcollateralization (prior to its depletion),
excess spread, when applicable, and bond insurance provide credit
support for the affected transactions.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

CWABS Revolving Home Equity Loan Trust, Series 2004-S
Series      2004-S
                               Rating
Class      CUSIP       To                   From
Notes      126673QR6   CC (sf)              CCC (sf)

CWHEQ Home Equity Loan Trust, Series 2007-S3
Series      2007-S3
                               Rating
Class      CUSIP       To                   From
A-1        12670HAA4   NR                   B (sf)

GMACM Home Equity Loan Trust 2000-HE2
Series      2000-HE2
                               Rating
Class      CUSIP       To                   From
A-2        361856AP2   NR                   B (sf)

RATINGS AFFIRMED

CWABS Master Trust
Series      2004-C
Class      CUSIP       Rating
Notes      1266715Y8   CCC (sf)

CWABS Master Trust
Series      2004-B
Class      CUSIP       Rating
1-A        1266715W2   CCC (sf)
2-A        1266715X0   CC (sf)

CWABS Revolving Home Equity Loan Trust, Series 2004-I
Series      2004-I
Class      CUSIP       Rating
Notes      126673FH0   B (sf)

CWHEQ Home Equity Loan Trust, Series 2007-S3
Series      2007-S3
Class      CUSIP       Rating
A-2        12670HAB2   B (sf)
A-3        12670HAC0   B (sf)

CWHEQ Revolving Home Equity Loan Trust, Series 2005-L
Series      2005-L
Class      CUSIP       Rating
A          126685BA3   CCC (sf)

First Franklin Mortgage Loan Trust 2003-FFC
Series      2003-FFC
Class      CUSIP       Rating
M-1        32027NCP4   CC (sf)

GMACM Home Equity Loan Trust 2000-HE2
Series      2000-HE2
Class      CUSIP       Rating
A-1        361856AN7   B (sf)

GreenPoint Home Equity Loan Trust 2004-2
Series      2004-2
Class      CUSIP       Rating
A-1        395385AT4   CC (sf)
A-2        395385AU1   CC (sf)

GreenPoint Home Equity Loan Trust 2004-3
Series      2004-3
Class      CUSIP       Rating
A          395385AW7   CCC (sf)

Terwin Mortgage Trust 2006-4SL
Series      2006-4SL
Class      CUSIP       Rating
A-1        881561W91   CCC (sf)
A-2        881561X25   CCC (sf)


* S&P Raises Ratings on 22 Tranches From 18 CDO Transactions
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 22
tranches from 18 corporate-backed synthetic CDO transactions and
removed them from CreditWatch with positive implications. "In
addition, we affirmed one rating from one corporate-backed
synthetic CDO transaction and removed it from CreditWatch
positive," S&P said.

"The upgrades affect synthetic CDOs that experienced a combination
of upward rating migration in their underlying reference
portfolios, seasoning of the underlying reference names, and an
increase in their synthetic rated overcollateralization (SROC)
ratios such that they were above 100% at the higher rating levels
as of the July review and at our projection of the SROC ratios in
90 days assuming no credit migration. The affirmation affected a
synthetic CDO that had appropriate credit support at its current
rating level," S&P said.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

Credit Default Swap
US$225 mil Swap Risk Rating - 'Paoli' Ref No. 64451
                          Rating
Class             To                  From
Tranche           BBB+srp (sf)        BB+srp (sf)/Watch Pos

Credit Default Swap
US$300 mil Morgan Stanley Capital Services Inc. - ESP Funding I,
Ltd.
REF: NGNGX
                         Rating
Class           To                  From
Tranche         BBBsrb (sf)         BBB-srb (sf) /Watch Pos

Credit-Linked Trust Certificates
Series 2005-I
                            Rating
Class               To                  From
2005-I-H            AA+ (sf)            AA (sf)/Watch Pos
2005-I-I            AA- (sf)            A+ (sf)/Watch Pos
2005-I-J            A+ (sf)             A (sf)/Watch Pos

Elva Funding PLC
Series 2008-3
                              Rating
Class                 To                  From
Notes                 A+ (sf)             A (sf)/Watch Pos

Greylock Synthetic CDO 2006
Series 1
                            Rating
Class               To                  From
A1A-$LS             BBB (sf)            BBB- (sf)/Watch Pos

Greylock Synthetic CDO 2006
Series 4
                            Rating
Class               To                  From
A1JPYLS             BBB (sf)            BBB- (sf)/Watch Pos

Infiniti SPC Limited
US$31 mil Infiniti SPC Limited Acting on Behalf of and for the
Account of the
Potomac Synthetic CDO 2007-1 Segregated Portfolio
Series 10B-1
                            Rating
Class               To                  From
10B-1               B (sf)              B- (sf)/Watch Pos

Landgrove Synthetic CDO SPC
Series 2007-2
                            Rating
Class               To                  From
7A2 Sr              BB- (sf)            CCC- (sf)/Watch Pos

Lorally CDO Limited Series 2007-3
Series 2007-3
                             Rating
Class                To                  From
2007-3               A+ (sf)             A (sf)/Watch Pos

Momentum CDO (Europe) Ltd.
Series 2005-9
                             Rating
Class                To                  From
Notes                BB (sf)             BB- (sf)/Watch Pos

Morgan Stanley ACES SPC
Series 2007-9
                             Rating
Class                To                  From
III                  BB-p (sf)           B+p (sf)/Watch Pos

Morgan Stanley ACES SPC
Series 2007-8
                            Rating
Class               To                  From
A1                  CCC- (sf)           CCC- (sf)/Watch Pos

Morgan Stanley Managed ACES SPC
Series 2005-1
                            Rating
Class               To                  From
IV A                B- (sf)             CCC- (sf)/Watch Pos
IV B                B- (sf)             CCC- (sf)/Watch Pos

Morgan Stanley Managed ACES SPC
Series 2006-2
                            Rating
Class               To                  From
Combo               BBB- (sf)           BB+ (sf)/Watch Pos

Morgan Stanley Managed ACES SPC
Series 2006-4
                            Rating
Class               To                  From
IIIA                BBB- (sf)           BB+ (sf)/Watch Pos

Morgan Stanley Managed ACES SPC
JPY1.5 bil Morgan Stanley Managed Aces SPC (Aviva) Series 2007-16
                            Rating
Class              To                  From
IB                 BB (sf)             BB- (sf)/Watch Pos

Mt Kailash Series III
                            Rating
Class               To                  From
Cr Lkd Ln           B (sf)              CCC- (sf)/Watch Pos

PARCS Master Trust
US$4 mil PARCS Master Trust Class 2007-5 Calvados (fixed recovery)
Units
                            Rating
Class               To                  From
Trust Unit          B- (sf)             CCC- (sf)/Watch Pos

Rutland Rated Investments
EUR5 mil, US$197 mil Dryden XII - IG Synthetic CDO 2006-1
                            Rating
Class               To                  From
B1-$LS              B+ (sf)             B (sf)/Watch Pos
B1B-$LS             B+ (sf)             B (sf)/Watch Pos


* S&P Lowers Ratings on 16 Tranches From 5 U.S. CDO Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 16
tranches from five U.S. collateralized debt obligation (CDO)
transactions backed by pools of structured finance (SF)
securities, including residential mortgage-backed securities
(RMBS) and commercial mortgage-backed securities (CMBS). The
downgraded tranches have a total issuance amount of $759.27
million. "In addition, we removed 26 of the affirmed ratings from
CreditWatch," S&P said.

"The rating actions reflect the application of our updated
criteria for ratings CDOs backed predominantly by pools of
structured finance securities. The updated criteria include
changes to the parameters used for SF securities within our CDO
Evaluator credit model, including an increase in assumptions used
for default probability, correlation, and industry classification.
Additionally, the criteria updates our assumptions on SF assets,
including lower recovery rate parameters, different maturity
assumptions and the addition of supplemental stress tests (the
largest obligor and the largest industry default tests) and
additional default patterns," S&P said.

"In addition to the application of the updated criteria, our
rating actions reflect general credit deterioration in the
portfolio backing the affected notes. Some of the SF CDO
transactions' underlying credit quality has deteriorated,
evidenced by the increase in the level of defaulted and 'CCC'
rated obligations that transaction holds in its portfolio from the
time of our last review," S&P said.

"We upgraded the class B note from C-Bass CBO VI Ltd. primarily
due to principal paydowns to the most senior notes, which have
increased collateralization for the note," S&P said.

"We affirmed our ratings on the 38 tranches to reflect our opinion
that the current credit support available is commensurate with
current rating levels," S&P said.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

Anthracite CDO III Ltd.
                            Rating
Class               To                  From
A                   BBB-(sf)            A+(sf)/Watch Neg
BFL                 B+(sf)              BB(sf)/Watch Neg
BFX                 B+(sf)              BB(sf)/Watch Neg
CFL                 CCC+(sf)            B-(sf)/Watch Neg
CFX                 CCC+(sf)            B-(sf)/Watch Neg
DFL                 CCC-(sf)            CCC-(sf)/Watch Neg
DFX                 CCC-(sf)            CCC-(sf)/Watch Neg

C-Bass CBO VI Ltd.
                            Rating
Class               To                  From
B                   BBB(sf)             BB+(sf)/Watch Neg
C                   BB-(sf)             BB-(sf)/Watch Neg
D                   CC(sf)              CCC-(sf)/Watch Neg

Crest 2003-1 Ltd.
                            Rating
Class               To                  From
A-1                 AA(sf)              AA(sf)/Watch Neg
A-2                 AA(sf)              AA(sf)/Watch Neg
B-1                 BBB(sf)             BBB(sf)/Watch Neg
B-2                 BBB(sf)             BBB(sf)/Watch Neg
C-1                 CCC-(sf)            CCC(sf)/Watch Neg
C-2                 CCC-(sf)            CCC(sf)/Watch Neg

Crest 2004-1 Ltd.
                            Rating
Class               To                  From
A                   BB-(sf)             BB+(sf)/Watch Neg
B-1                 CCC+(sf)            B+(sf)/Watch Neg
B-2                 CCC+(sf)            B+(sf)/Watch Neg
C-1                 CCC-(sf)            CCC+(sf)/Watch Neg
C-2                 CCC-(sf)            CCC+(sf)/Watch Neg
D                   CC(sf)              CCC-(sf)/Watch Neg

MKP CBO III Ltd.
                            Rating
Class               To                  From
A-2                 A(sf)               A(sf)/Watch Neg

Newcastle CDO IV Limited
                            Rating
Class               To                  From
I                   BB+(sf)             BB+(sf)/Watch Neg
II-FL Def           B+(sf)              B+(sf)/Watch Neg
II-FX Def           B+(sf)              B+(sf)/Watch Neg
III-FL Def          CCC+(sf)            CCC+(sf)/Watch Neg
III-FX Def          CCC+(sf)            CCC+(sf)/Watch Neg
IV-FL Def           CCC-(sf)            CCC-(sf)/Watch Neg
IV-FX Def           CCC-(sf)            CCC-(sf)/Watch Neg

Sorin Real Estate CDO I Ltd
                            Rating
Class               To                  From
A-1                 CCC+(sf)            CCC+(sf)/Watch Neg
A-2                 CCC-(sf)            CCC(sf)/Watch Neg
B                   CCC-(sf)            CCC-(sf)/Watch Neg
C                   CC(sf)              CCC-(sf)/Watch Neg

RATINGS AFFIRMED

Anthracite CDO III Ltd.
                    Rating
EFL                 CC(sf)
EFX                 CC(sf)
F                   CC(sf)
G                   CC(sf)
H                   CC(sf)

C-Bass CBO VI Ltd.
                    Rating
E                   CC(sf)

Crest 2003-1 Ltd
                    Rating
Class               To
D-1                 CC(sf)
D-2                 CC(sf)
Pref Shrs           CC(sf)

Crest 2004-1, Ltd.
                    Rating
E-1                 CC(sf)
E-2                 CC(sf)
F                   CC(sf)
G-1                 CC(sf)
G-2                 CC(sf)
H-1                 CC(sf)
H-2                 CC(sf)

MKP CBO III Ltd.
                    Rating
C                   CC(sf)

Newcastle CDO IV Limited
                    Rating
V Def               CC(sf)

Sorin Real Estate CDO I Ltd
                    Rating
D                   CC(sf)
E                   CC(sf)
F                   CC(sf)

OTHER OUTSTANDING RATING

MKP CBO III Ltd.
                    Rating
B                   D(sf)


* S&P Lowers Ratings on 7 Classes From 5 15 US RMBS Subprime Deals
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes from five U.S. residential mortgage-backed securities
(RMBS) transactions issued between 1998 and 2007. "Concurrently,
we raised our ratings on one class from one of the reviewed
transactions, and affirmed our ratings on 56 classes from 14 of
the reviewed transactions. We also withdrew our ratings on two
classes from one transaction because the classes have been paid in
full," S&P said.

All of the transactions in this review are backed by subprime
mortgage loan collateral issued from 1998 through 2007.

"In accordance with our published criteria, these rating actions
reflect our view of the recent performance of the collateral
backing these transactions, our current projected losses, the
timing of the projected defaults and losses, and the projected
credit support to cover those losses. The actions also reflect our
view of structural features, such as cross collateralization,
payment allocations, and super-senior/subordinate senior
relationships," S&P said.

"The downgrades reflect our belief that projected credit
enhancement for the affected classes will be insufficient to cover
the projected losses we applied at the applicable rating stresses.
In addition, we lowered our rating on one class based on our
interest shortfall criteria. This class is identified in the
ratings list by an asterisk and accompanying footnote," S&P said.

"Among other factors, the upgrade reflects our view of decreased
delinquencies within the structure associated with this class. The
decreased delinquencies have reduced the remaining projected
losses for this structure, allowing this class to withstand a more
stressful scenario. This upgrade to 'B (sf)' from 'CCC (sf)' also
reflects our opinion that we no longer expect this class to
default based on the credit enhancement available to cover our
projected loss. However, we are limiting the extent of the upgrade
to reflect our view of ongoing market risk," S&P said.

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

"We withdrew our ratings on two classes from one of the reviewed
transactions because the classes have been paid in full," S&P
said.

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

"Based on our criteria, the rating on a bond insured class is the
higher of (i) the rating on the respective bond insurer and (ii)
the rating on the class without giving benefit to the bond
insurance," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

ABFC 2006-OPT1 Trust
Series      2006-OPT1
                               Rating
Class      CUSIP       To                   From
M-1        00075QAE2   CC (sf)              CCC (sf)

ACE Securities Corp. Home Equity Loan Trust, Series 2006-FM2
Series      2006-FM2
                               Rating
Class      CUSIP       To                   From
A-2A       00442CAB5   B (sf)               CCC (sf)

Asset Backed Securities Corporation Home Equity Loan Trust
Series 2001-HE1
Series      2001-HE1
                               Rating
Class      CUSIP       To                   From
M-2        04541GBD3   D (sf)               CC (sf)*

Home Equity Asset Trust 2006-8
Series      2006-8
                               Rating
Class      CUSIP       To                   From
1-A-1      43709QAA4   CC (sf)              CCC (sf)
2-A-4      43709QAE6   CC (sf)              CCC (sf)

RASC Series 2006-KS8
Series      2006-KS8
                               Rating
Class      CUSIP       To                   From
A-3        74924RAC2   CC (sf)              CCC (sf)
A-4        74924RAD0   CC (sf)              CCC (sf)

Washington Mutual Asset-Backed Certificates,
WMABS Series 2006-HE1 Trust
Series      2006-HE1
                               Rating
Class      CUSIP       To                   From
M-1        92925CEU2   CC (sf)              CCC (sf)

Xceed Mortgage Trust
Series      2007-T2
                               Rating
Class      CUSIP       To                   From
C Sub      98400BAK1   NR                   A (sf)
D Sub      98400BAL9   NR                   BBB (sf)

RATINGS AFFIRMED

ABFC 2006-OPT1 Trust
Series      2006-OPT1
Class      CUSIP       Rating
A-1        00075QAQ5   B- (sf)
A-2        00075QAR3   B- (sf)
A-3C1      00075QAS1   B- (sf)
A-3C2      00075QAC6   B- (sf)
A-3D       00075QAD4   B- (sf)
M-2        00075QAF9   CC (sf)

ACE Securities Corp. Home Equity Loan Trust, Series 2006-FM2
Series      2006-FM2
Class      CUSIP       Rating
A-1        00442CAA7   CCC (sf)
A-2B       00442CAC3   CCC (sf)
A-2C       00442CAD1   CCC (sf)
A-2D       00442CAE9   CCC (sf)

Asset Backed Securities Corporation Home Equity Loan Trust Series
2001-HE1
Series      2001-HE1
Class      CUSIP       Rating
M-1        04541GBC5   CC (sf)

Bear Stearns Asset Backed Securities Trust 2006-4
Series      2006-4
Class      CUSIP       Rating
A-1        07389LAA7   CCC (sf)
A-2        07389LAB5   CCC (sf)
A-3        07389LAC3   CCC (sf)
M-1        07389LAD1   CC (sf)
M-2        07389LAE9   CC (sf)
M-3        07389LAF6   CC (sf)
M-4        07389LAG4   CC (sf)
M-5        07389LAH2   CC (sf)

GSAMP Trust 2006-HE7
Series      2006-HE7
Class      CUSIP       Rating
A-1        36245EAA6   CCC (sf)
A-2C       36245EAD0   CCC (sf)
A-2D       36245EAE8   CCC (sf)
M-1        36245EAF5   CC (sf)
M-2        36245EAG3   CC (sf)

Home Equity Asset Trust 2006-8
Series      2006-8
Class      CUSIP       Rating
2-A-2      43709QAC0   CCC (sf)
2-A-3      43709QAD8   CCC (sf)

Home Loan Mortgage Loan Trust 2006-1
Series      2006-1
Class      CUSIP       Rating
A-2        43718UAB2   B (sf)
A-3        43718UAC0   CC (sf)

HSI Asset Securitization Corporation Trust 2005-I1
Series      2005-I1
Class      CUSIP       Rating
I-A        40430HCV8   CCC (sf)
II-A-3     40430HCM8   CCC (sf)
II-A-4     40430HCN6   CCC (sf)
M-1        40430HCP1   CC (sf)

NovaStar Mortgage Funding Trust Series 2006-1
Series      2006-1
Class      CUSIP       Rating
A-1A       669884AA6   CCC (sf)
A-2C       669884AD0   CCC (sf)
A-2D       669884AE8   CCC (sf)

NovaStar Mortgage Funding Trust, Series 2005-4
Series      2005-4
Class      CUSIP       Rating
A-1A       66987WDQ7   BB (sf)
A-2C       66987WDC8   BB (sf)
A-2D       66987WDD6   BB (sf)
M-1        66987WDE4   B- (sf)
M-2        66987WDF1   CCC (sf)
M-3        66987WDG9   CC (sf)
M-4        66987WDH7   CC (sf)

RASC Series 2006-KS8
Series      2006-KS8
Class      CUSIP       Rating
A-2        74924RAB4   B- (sf)
M-1        74924RAE8   CC (sf)

Specialty Underwriting and Residential Finance Trust, Series 2006-
BC3
Series      2006-BC3
Class      CUSIP       Rating
A-1        84751WAA2   CCC (sf)
A-2B       84751WAC8   B- (sf)
A-2C       84751WAD6   CCC (sf)
A-2D       84751WAE4   CCC (sf)
M-1        84751WAF1   CC (sf)
M-2        84751WAG9   CC (sf)

UCFC Loan Trust 1998-C
Series      1998-C
Class      CUSIP       Rating
A-6        90263BGT9   CC (sf)
A-7        90263BGU6   CC (sf)

Washington Mutual Asset-Backed Certificates, WMABS Series 2006-HE1
Trust
Series      2006-HE1
Class      CUSIP       Rating
I-A        92925CEP3   B- (sf)
II-A-3     92925CES7   B- (sf)
II-A-4     92925CET5   B- (sf)
M-2        92925CEV0   CC (sf)

*Based on application of interest shortfall criteria.


* S&P Cuts Ratings on 488 Classes From 260 RMBS NIMS Deals to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
from 'CC (sf)' on 488 classes from 260 U.S. residential mortgage-
backed securities (RMBS) net interest margin securities (NIMS)
transactions issued from 2003 through 2007. "In addition, we
affirmed our ratings on nine classes from three transactions with
lowered ratings and four other NIMS transactions. We also withdrew
our ratings on six classes from FFMER Cayman NIM 2007-2 Ltd. and
FFMER CAYMAN NIM 2007-3 Ltd. because these classes have been paid
in full," S&P said.

The complete rating list is available for free at:

        http://bankrupt.com/misc/S&P_0731_RMBS_NIMS.pdf

"The downgrades reflect our view that the NIMS classes are not
receiving cash flow to pay the applicable interest and principal
amounts that are due to the NIMS holders. We attribute these
shortfalls to the underlying transactions' inability to maintain
sufficient overcollateralization (O/C) needed for residual
interest to be released to the applicable NIMS classes. Generally,
for each of these NIMS classes, the O/C levels for the underlying
deals have been below their targets for a period of 12 months or
longer, and as a result, the NIMS classes have experienced
interest shortfalls during this time. Additionally, based on our
observations of the performance trends of products and vintages
consistent with the underlying transactions, we believe that it
is unlikely that residual interest will be available for the NIMS
classes going forward. The downgrades incorporate our interest
shortfall criteria," S&P said.

"Eight of the downgraded classes from six transactions are junior
classes from NIM transactions for which the payment waterfall does
not permit payment of any interest and principal to these classes
until the class balances of the respective senior classes decrease
to zero. Therefore these classes have not yet experienced any
shortfalls. However, the downgrades reflect our view that it is
unlikely that residual interest will be available for these junior
NIMS classes going forward based on the poor performance of the
underlying transactions and the inadequate cash flows to the
senior NIMS classes to date. Twenty-four of the downgraded classes
are principal-only classes, which have also not experienced any
shortfalls, but in our view will likely not be reimbursed its
principal amount based on the poor performance of the respective
underlying deal," S&P said.

"We affirmed our 'CC (sf)' ratings on eight NIMS classes to
reflect that they are receiving sufficient cash flows based on
performance of the underlying transactions to make appropriate
payments. We affirmed our 'CC (sf)' rating on class B from Park
Place NIM 2005-WHQN2 to reflect the bond insurer's ability to
cover any missed interest and principal payments due to the
class," 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


* S&P Lowers Ratings on 565 Classes From 300 US RMBS Deals to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
on 565 classes of mortgage pass-through certificates from 300 U.S.
residential mortgage-backed securities (RMBS) transactions issued
between 2001 and 2008. "Concurrently, we removed one of the
lowered ratings from CreditWatch negative," S&P said.

The complete ratings list is available for free at:

        http://bankrupt.com/misc/S&P_RMBS_7_31_12.pdf

"The downgrades reflect our assessment of the impact that
principal write-downs had on the affected classes during recent
remittance periods. Prior to the rating actions, we rated one of
the lowered classes 'B-(sf)' and all other lowered classes in this
review 'CCC (sf)' or 'CC (sf)'," S&P said.

Approximately 82.83% of the defaulted classes were from
transactions backed by Alternative-A (Alt-A) or prime jumbo
mortgage loan collateral. The 565 defaulted classes consist of:

    248 classes from Alt-A transactions (43.89% of all defaults);
    220 from prime jumbo transactions (38.94%);
    84 from subprime transactions (14.87%);
    Six from reperforming transactions;
    Three from resecuritized real estate mortgage investment
    conduit (re-REMIC) transactions;
    One from a small-balance commercial loan transaction;
    One from a risk transfer transaction;
    One from an RMBS 'outside the guidelines' transaction; and
    One from an RMBS Federal Housing Administration/Veterans
    Affairs transaction.

A combination of subordination, excess spread, and
overcollateralization (where applicable) provide credit
enhancement for all of the transactions in this review.

Standard & Poor's will continue to monitor its ratings on
securities that experience principal write-downs, and it will
adjust its ratings as it considers appropriate in accordance with
its criteria.

            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


* S&P Lowers Ratings on 86 Classes From 16 US RMBS Transactions
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 86
classes from 16 U.S. residential mortgage-backed securities (RMBS)
transactions. "In addition, we raised our ratings on three classes
from one transaction with lowered ratings and one additional
transaction, and affirmed our ratings on 167 classes from 15
transactions with lowered ratings and seven other transactions. We
also withdrew our ratings on three classes from three
transactions: one interest-only (IO) class after the application
of our IO criteria, and two other classes that have been paid in
full," S&P said.

The 23 RMBS transactions in this review are backed by Alternative-
A (Alt-A) mortgage loan collateral issued from 2004 through 2007.

"In accordance with our published criteria, these rating actions
reflect our view of the recent performance of the collateral
backing these transactions, our current projected losses, the
timing of the projected defaults and losses, and the projected
credit support to cover those losses. The actions also reflect our
view of structural features, such as cross collateralization,
payment allocations, and super-senior/subordinate senior
relationships," S&P said.

"The downgrades reflect our belief that projected credit
enhancement for the affected classes will be insufficient to cover
the projected losses at the previous rating levels," S&P said.

"Among other factors, the upgrades reflect our view of decreased
delinquencies within the structures associated with the affected
classes. This decrease has reduced the remaining projected losses
for these structures, allowing these classes to withstand more
stressful scenarios. The upgrades to 'B (sf)' from 'CCC (sf)' and
'CC (sf)' reflect our opinion that these classes are no longer
projected to default based on the credit enhancement available to
cover our projected losses. In addition, each upgrade reflects our
assessment that the projected credit enhancement for each affected
class will be more than sufficient to cover projected losses at
the revised rating levels; however, we are limiting the extent of
the upgrades to reflect our view of ongoing market risk," S&P
said.

"Affirmations above 'CCC (sf)' reflect our belief that projected
credit enhancement for the affected classes will be sufficient to
cover our projected losses at the current rating levels," S&P
said.

"Affirmations of '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.

"We withdrew our ratings on class A-14 from Alternative Loan Trust
2004-14T2 based on the application of our IO criteria, and on
class A10 from Alternative Loan Trust 2005-26CB and class 1-A-6
from Alternative Loan Trust 2005-J10 because the classes have been
paid in full," S&P said.

"The rating on class A-3 from Alternative Loan Trust 2005-19CB is
the higher of (i) the rating on the class without the benefit of
bond insurance, and (ii) the rating on the insurance provider,
Radian Asset Assurance Inc. (B+)," S&P said.

"The rating on class CB-15 from Washington Mutual Mortgage Pass-
Through Certificates WMALT Series 2005-4 Trust is the higher of
(i) the rating on the class without the benefit of bond insurance,
and (ii) the rating on the insurance provider, Assured Guaranty
Corp. (AA-)," S&P said.

"The rating on class 3A-2 from Lehman XS Trust, Series 2005-7N is
the higher of (i) the rating on the class without the benefit of
bond insurance, and (ii) the rating on the insurance provider,
Ambac Assurance Corp. (NR)," S&P said.

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

Subordination, overcollateralization (prior to its depletion), and
excess spread, when applicable, provide credit support for the
affected transactions.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

Alternative Loan Trust 2004-14T2
Series 2004-14T2
                               Rating
Class      CUSIP       To                   From
A-9        12667FMV4   B (sf)               B+ (sf)
A-10       12667FMW2   BBB (sf)             AAA (sf)
A-11       12667FMX0   BB- (sf)             BB (sf)
A-12       12667FMY8   BB- (sf)             BB (sf)
A-13       12667FMZ5   BB- (sf)             BB (sf)
A-14       12667FNA9   NR                   BB (sf)
PO         12667FNB7   B (sf)               B+ (sf)

Alternative Loan Trust 2005-19CB
Series 2005-19CB
                               Rating
Class      CUSIP       To                   From
A-1        12667GFZ1   CC (sf)              CCC (sf)
A-2        12667GGA5   CCC (sf)             B (sf)
A-4        12667GGB3   CC (sf)              CCC (sf)
A-5        12667GGC1   CC (sf)              CCC (sf)
A-6        12667GGD9   CC (sf)              CCC (sf)
PO         12667GGE7   CC (sf)              CCC (sf)

Alternative Loan Trust 2005-1CB
Series 2005-1CB
                               Rating
Class      CUSIP       To                   From
1-A-2      12667F2H7   CC (sf)              CCC (sf)
1-A-3      12667F2J3   B- (sf)              B (sf)
1-A-4      12667F2K0   CC (sf)              CCC (sf)
1-A-5      12667F2L8   CCC (sf)             B- (sf)
1-A-7      12667F2N4   CC (sf)              CCC (sf)
1-A-8      12667F2P9   CC (sf)              CCC (sf)
2-A-1      12667F2Q7   CC (sf)              CCC (sf)
2-A-2      12667F2R5   CCC (sf)             B (sf)
2-A-3      12667F2S3   CC (sf)              CCC (sf)
2-A-4      12667F2T1   CCC (sf)             B (sf)
2-A-5      12667F2U8   CC (sf)              CCC (sf)
2-A-6      12667F2V6   CC (sf)              CCC (sf)
2-A-7      12667F2W4   CC (sf)              CCC (sf)

Alternative Loan Trust 2005-20CB
Series 2005-20CB
                               Rating
Class      CUSIP       To                   From
2-A-3      12667GPZ0   B (sf)               CC (sf)
3-A-3      12667GQH9   B (sf)               CC (sf)

Alternative Loan Trust 2005-26CB
Series 2005-26CB
                               Rating
Class      CUSIP       To                   From
A-10       12667GTW3   NR                   CC (sf)

Alternative Loan Trust 2005-47CB
Series 2005-47CB
                               Rating
Class      CUSIP       To                   From
A-8        12668AAH8   CCC (sf)             B (sf)
A-10       12668AAK1   CCC (sf)             B (sf)
PO         12668AAN5   D (sf)               CC (sf)

Alternative Loan Trust 2005-72
Series 2005-72
                               Rating
Class      CUSIP       To                   From
A-2        12668A3P8   CC (sf)              CCC (sf)
A-3        12668A3Q6   CC (sf)              CCC (sf)
A-4        12668A3R4   CC (sf)              CCC (sf)

Alternative Loan Trust 2005-J10
Series 2005-J10
                               Rating
Class      CUSIP       To                   From
1-A-6      12667G4M2   NR                   CC (sf)

Alternative Loan Trust 2005-J3
Series    2005-J3
                               Rating
Class      CUSIP       To                   From
2-A-1      12667GDH3   CCC (sf)             B (sf)

BCAP LLC Trust 2007-AA1
Series 2007-AA1
                               Rating
Class      CUSIP       To                   From
I-A-1      05530PAA0   B (sf)               CCC (sf)
I-A-2      05530PAB8   CC (sf)              CCC (sf)
I-A-3      05530PAC6   CC (sf)              CCC (sf)
II-A-1     05530PAP7   CC (sf)              CCC (sf)

CitiMortgage Alternative Loan Trust, Series 2006-A1
Series 2006-A1
                               Rating
Class      CUSIP       To                   From
IA-1       17309AAA7   CC (sf)              CCC (sf)
IA-PO      17309AAG4   D (sf)               CCC (sf)
IIA-PO     17309AAJ8   CC (sf)              CCC (sf)

First Horizon Alternative Mortgage Securities Trust 2005-FA11
Series 2005-FA11
                               Rating
Class      CUSIP       To                   From
I-A-3A     32051GL52   CC (sf)              CCC (sf)
I-A-4A     32051GL78   CC (sf)              CCC (sf)
I-A-PO     32051GM44   D (sf)               CCC (sf)

GreenPoint Mortgage Funding Trust 2005-AR5
Series 2005-AR5
                               Rating
Class      CUSIP       To                   From
II-A-1     39538WEE4   CC (sf)              CCC (sf)

Lehman XS Trust, Series 2005-7N
Series 2005-7N
                               Rating
Class      CUSIP       To                   From
2-A1       525221ER4   CC (sf)              CCC (sf)
3-A1       525221ET0   CC (sf)              CCC (sf)
3-A2       525221EU7   CC (sf)              CCC (sf)

RALI Series 2004-QA5 Trust
Series 2004-QA5
                               Rating
Class      CUSIP       To                   From
A-II       76110HC98   B- (sf)              A (sf)
A-III-1    76110HD22   B- (sf)              BBB (sf)
A-III-2    76110HD48   BB (sf)              BBB (sf)
A-III-3    76110HD55   CCC (sf)             BBB (sf)

Residential Asset Securitization Trust 2005-A5
Series 2005-E
                               Rating
Class      CUSIP       To                   From
A-8        45660LKE8   CCC (sf)             B (sf)

Washington Mutual Mortgage Pass Through Certificates WMALT Series
2005-1 Trust
Series 2005-1
                               Rating
Class      CUSIP       To                   From
1-A-1      9393362D4   CCC (sf)             B (sf)
1-A-4      9393362G7   CCC (sf)             B (sf)
1-A-5      9393362H5   CCC (sf)             B (sf)
5-A-1      9393362N2   B- (sf)              BB+ (sf)
6-A-1      9393362Q5   CCC (sf)             B (sf)
C-P        9393362Y8   CC (sf)              CCC (sf)
3-P        9393362Z5   CC (sf)              CCC (sf)

Washington Mutual Mortgage Pass-Through Certificates WMALT Series
2005-4 Trust
Series 2005-4
                               Rating
Class      CUSIP       To                   From
CB-1       9393365V1   CC (sf)              CCC (sf)
CB-3       9393365X7   CC (sf)              CCC (sf)
CB-5       9393365Z2   CC (sf)              CCC (sf)
CB-6       9393366A6   CC (sf)              CCC (sf)
CB-8       9393366C2   CC (sf)              CCC (sf)
CB-9       9393366D0   CC (sf)              CCC (sf)
CB-12      9393366G3   CC (sf)              CCC (sf)
CB-13      9393366H1   CC (sf)              CCC (sf)
2-CB       9393366M0   CC (sf)              CCC (sf)
3-CB       9393366N8   CC (sf)              CCC (sf)
4-A-2      9393366Q1   CC (sf)              CCC (sf)
5-A-2      9393366S7   CC (sf)              CCC (sf)
5-A-5      9393366V0   CC (sf)              CCC (sf)
5-A-7      9393366X6   CC (sf)              CCC (sf)
5-A-8      9393366Y4   CC (sf)              CCC (sf)
5-A-9      9393366Z1   CC (sf)              CCC (sf)
5-A-10     9393367A5   CC (sf)              CCC (sf)

Wells Fargo Alternative Loan 2007-PA5 Trust
Series 2007-PA5
                               Rating
Class      CUSIP       To                   From
I-A-1      949922AA6   CC (sf)              CCC (sf)
I-A-4      949922AD0   CC (sf)              CCC (sf)
I-A-6      949922AF5   CC (sf)              CCC (sf)
I-A-7      949922AG3   CC (sf)              CCC (sf)
I-A-8      949922AH1   CC (sf)              CCC (sf)
I-A-9      949922AJ7   CC (sf)              CCC (sf)
I-A-11     949922AL2   CC (sf)              CCC (sf)
I-A-12     949922AM0   CC (sf)              CCC (sf)
I-A-14     949922AP3   CC (sf)              CCC (sf)
I-A-15     949922AQ1   CC (sf)              CCC (sf)
I-A-16     949922AR9   CC (sf)              CCC (sf)
A-PO       949922AV0   D (sf)               CC (sf)

RATINGS AFFIRMED

Alternative Loan Trust 2004-14T2
Series    2004-14T2
Class      CUSIP       Rating
A-2        12667FMN2   BB (sf)
A-3        12667FMP7   BB (sf)
A-4        12667FMQ5   BB+ (sf)
A-5        12667FMR3   BB (sf)
A-6        12667FMS1   BB (sf)
A-7        12667FMT9   BB (sf)
A-8        12667FMU6   BBB- (sf)
M          12667FND3   CC (sf)
B-1        12667FNE1   CC (sf)

Alternative Loan Trust 2005-19CB
Series    2005-19CB
Class      CUSIP       Rating
A-3        12667GFY4   CC (sf)
M          12667GGG2   CC (sf)

Alternative Loan Trust 2005-1CB
Series    2005-1CB
Class      CUSIP       Rating
1-A-1      12667F2G9   B- (sf)
PO-A       12667F2X2   CC (sf)
3-A-1      12667F2Y0   CC (sf)
PO-B       12667F3A1   CC (sf)
4-A-1      12667F3B9   CCC (sf)
4-A-2      12667F3C7   CC (sf)

Alternative Loan Trust 2005-20CB
Series    2005-20CB
Class      CUSIP       Rating
1-A-1      12667GPT4   CC (sf)
1-A-2      12667GPU1   CC (sf)
1-A-3      12667GPV9   CC (sf)
1-A-4      12667GPW7   CC (sf)
2-A-1      12667GPX5   CC (sf)
2-A-4      12667GQA4   CCC (sf)
2-A-5      12667GQB2   CCC (sf)
2-A-6      12667GQC0   CC (sf)
2-A-7      12667GQD8   CC (sf)
2-A-8      12667GQE6   CC (sf)
3-A-2      12667GQG1   CC (sf)
3-A-4      12667GQJ5   CCC (sf)
3-A-5      12667GQK2   CCC (sf)
3-A-6      12667GQL0   CC (sf)
3-A-7      12667GQM8   CC (sf)
3-A-10     12667GQQ9   CC (sf)
4-A-1      12667GQS5   CC (sf)
PO         12667GQT3   CC (sf)

Alternative Loan Trust 2005-26CB
Series    2005-26CB
Class      CUSIP       Rating
A-1        12667GTM5   CC (sf)
A-3        12667GTP8   CC (sf)
A-4        12667GTQ6   CC (sf)
A-5        12667GTR4   CC (sf)
A-6        12667GTS2   CC (sf)
A-7        12667GTT0   CC (sf)
A-9        12667GTV5   CC (sf)
A-11       12667GTX1   CC (sf)
PO         12667GTY9   CC (sf)

Alternative Loan Trust 2005-47CB
Series    2005-47CB
Class      CUSIP       Rating
A-7        12668AAG0   CC (sf)
A-9        12668AAJ4   CC (sf)
A-11       12668AAL9   CC (sf)
A-12       12668AAM7   CC (sf)

Alternative Loan Trust 2005-72
Series    2005-72
Class      CUSIP       Rating
A-1        12668A3N3   CCC (sf)

Alternative Loan Trust 2005-J10
Series    2005-J10
Class      CUSIP       Rating
1-A-1      12667G4G5   CC (sf)
1-A-3      12667G4J9   CC (sf)
1-A-4      12667G4K6   CC (sf)
1-A-7      12667G4N0   CC (sf)
1-A-8      12667G4P5   CC (sf)
1-A-9      12667G4Q3   CC (sf)
1-A-11     12668ABH7   CC (sf)
1-A-12     12668ABJ3   CC (sf)
1-A-13     12668ABK0   CC (sf)
1-A-15     12668ABM6   CC (sf)
1-A-16     12668ABN4   CC (sf)
1-A-17     12668ABP9   CC (sf)
1-A-18     12668ABQ7   CC (sf)
2-A-1      12668ABR5   CC (sf)
2-A-3      12668ABT1   CC (sf)
2-A-4      12668ABU8   CC (sf)
PO         12668ABX2   CC (sf)

Alternative Loan Trust 2005-J3
Series 2005-J3
Class      CUSIP       Rating
1-A-1      12667GDA8   CCC (sf)
1-A-3      12667GDC4   CC (sf)
1-A-5      12667GDE0   CC (sf)
2-A-3      12667GDK6   CC (sf)
2-A-5      12667GDM2   CC (sf)
2-A-6      12667GDN0   CC (sf)
2-A-8      12667GDQ3   CC (sf)
2-A-10     12667GDV2   CC (sf)
2-A-11     12667GDW0   CCC (sf)
2-A-12     12667GDX8   CC (sf)
2-A-13     12667GDY6   CC (sf)
2-A-14     12667GDZ3   CC (sf)
3-A--1     12667GEC3   CC (sf)
PO-A       12667GDG5   CC (sf)
PO-B       12667GEB5   CC (sf)
A-M        12667GED1   CC (sf)
M          12667GEG4   CC (sf)

American Home Mortgage Assets Trust 2005-1
Series 2005-1
Class      CUSIP       Rating
3-A-1-1    02660VAE8   B- (sf)
3-A-1-2    02660VAF5   CCC (sf)
3-A-2-1    02660VAG3   BB- (sf)
3-A-2-2    02660VAH1   CCC (sf)

CHL Mortgage Pass-Through Trust 2005-HYB1
Series 2005-HYB1
Class      CUSIP       Rating
1-A-1      12669GLJ8   B- (sf)
1-A-2      12669GQM6   CC (sf)
2-A-1      12669GLL3   CC (sf)
3-A-1      12669GLM1   CC (sf)
4-A-1      12669GLP4   CCC (sf)
4-A-2      12669GLN9   CC (sf)
5-A-1      12669GLQ2   CC (sf)
6-A-1      12669GQP9   CC (sf)
II-M       12669GLX7   CC (sf)

CitiMortgage Alternative Loan Trust, Series 2006-A1
Series    2006-A1
Class      CUSIP       Rating
IIA-1      17309AAH2   CCC (sf)

First Horizon Alternative Mortgage Securities Trust 2005-FA11
Series    2005-FA11
Class      CUSIP       Rating
II-A-1     32051GM69   CCC (sf)
II-A-PO    32051GM77   CCC (sf)

First Horizon Alternative Mortgage Securities Trust 2005-FA4
Series 2005-FA4
Class      CUSIP       Rating
I-A-1      32051GNS0   CCC (sf)
I-A-3      32051GNU5   CC (sf)
I-A-6      32051GNX9   CC (sf)
l-A-5      32051GNW1   CC (sf)
I-A-PO     32051GNY7   CC (sf)
II-A-1     32051GPA7   B- (sf)
II-A-PO    32051GPB5   CC (sf)

First Horizon Alternative Mortgage Securities Trust 2005-FA8
Series 2005-FA8
Class      CUSIP       Rating
I-A-1      32051GYF6   CC (sf)
I-A-2      32051GYG4   CC (sf)
I-A-3      32051GYH2   CC (sf)
I-A-4      32051GYJ8   CCC (sf)
I-A-5      32051GYK5   CC (sf)
I-A-6      32051GYL3   CC (sf)
I-A-8      32051GYN9   CC (sf)
I-A-10     32051GYQ2   CC (sf)
I-A-11     32051GYR0   CC (sf)
I-A-12     32051GYS8   CC (sf)
I-A-14     32051GYU3   CCC (sf)
I-A-15     32051GYV1   CC (sf)
I-A-16     32051GYW9   CC (sf)
I-A-18     32051GYY5   CC (sf)
I-A-19     32051GYZ2   CC (sf)
I-A-21     32051GZM0   CC (sf)
I-A-PO     32051GZB4   CC (sf)
II-A-1     32051GZD0   CCC (sf)
II-A-PO    32051GZE8   CC (sf)

GreenPoint Mortgage Funding Trust 2005-AR5
Series    2005-AR5
Class      CUSIP       Rating
I-A-1      39538WEA2   CCC (sf)
I-A-2      39538WEC8   CC (sf)
III-A-1    39538WEK0   CCC (sf)
IV-A-1     39538WEN4   CCC (sf)

Lehman XS Trust, Series 2005-7N
Series    2005-7N
Class      CUSIP       Rating
1-A1A      525221EM5   CCC (sf)

RALI Series 2004-QA5 Trust
Series    2004-QA5
Class      CUSIP       Rating
A-I        76110HC72   CCC (sf)
M-1        76110HD97   CC (sf)

Residential Asset Securitization Trust 2005-A5
Series    2005-E
Class      CUSIP       Rating
A-1        45660LJX8   CCC (sf)
A-3        45660LJZ3   CCC (sf)
A-4        45660LKA6   CCC (sf)
A-5        45660LKB4   CCC (sf)
A-7        45660LKD0   CCC (sf)
A-9        45660LKR9   CCC (sf)
A-11       45660LKT5   CCC (sf)
A-12       45660LKU2   CCC (sf)
A-13       45660LKV0   CCC (sf)
PO         45660LKF5   CCC (sf)

Washington Mutual Mortgage Pass Through Certificates WMALT Series
2005-1 Trust
Series    2005-1
Class      CUSIP       Rating
1-A-2      939336200   CCC (sf)
1-A-3      9393362F9   CCC (sf)
1-A-6      9393362J1   CCC (sf)
2-A        9393362K8   CCC (sf)
3-A        9393362L6   CCC (sf)
4-A        9393362M4   CCC (sf)
5-A-2      9393362P7   CCC (sf)
6-A-2      9393362R3   CCC (sf)
7-A-1      9393362S1   CCC (sf)
7-A-2      9393362T9   CCC (sf)
7-A-3      9393362U6   CCC (sf)
7-A-4      9393362V4   CCC (sf)
B-1        9393363A9   CC (sf)

Washington Mutual Mortgage Pass-Through Certificates WMALT Series
2005-4 Trust
Series    2005-4
Class      CUSIP       Rating
CB-7       9393366B4   CCC (sf)
CB-11      9393366F5   CCC (sf)
CB-15      9393366K4   AA- (sf)
4-A-1      9393366P3   CCC (sf)
5-A-1      9393366R9   CCC (sf)
5-A-4      9393366U2   CCC (sf)
C-P        9393367D9   CC (sf)
D-P        93933670   CC (sf)

Wells Fargo Alternative Loan 2007-PA5 Trust
Series    2007-PA5
Class      CUSIP       Rating
I-A-3      949922AC2   CCC (sf)
I-A-5      949922AE8   CCC (sf)
II-A-1     949922AT5   CCC (sf)
II-A-2     949922AU2   CC (sf)


* S&P Lowers Ratings on 155 Classes From 44 US RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 155
classes from 44 U.S. residential mortgage-backed securities (RMBS)
transactions. "In addition, we raised our ratings on 19 classes
from five of the transactions with lowered ratings and eight
additional transactions, and affirmed our ratings on 394 classes
from 41 of the transactions with lowered ratings and 17 other
transactions. We also withdrew our ratings on 12 classes from four
transactions: 11 interest-only (IO) classes from three
transactions as per our IO criteria and one other class that has
been paid in full," S&P said.

The 61 RMBS transactions in this review are backed by Alternative-
A (Alt-A) mortgage loan collateral issued from 2002 through 2007.

"In accordance with our published criteria, these rating actions
reflect our view of the recent performance of the collateral
backing these transactions, our current projected losses, the
timing of the projected defaults and losses, and the projected
credit support to cover those losses. The actions also reflect our
view of structural features, such as cross collateralization,
payment allocations, and super-senior/subordinate senior
relationships," S&P said.

"The downgrades reflect our belief that projected credit
enhancement for the affected classes will be insufficient to cover
the projected losses at the previous rating levels. We lowered our
rating on class M1 from RALI Series 2005-QS1 Trust based on our
interest shortfall criteria. This class is identified in the table
below with an asterisk," S&P said.

"The upgrades reflect our belief that projected credit enhancement
for these classes will be more than sufficient to cover our
projected losses at the raised rating levels," S&P said.

"Affirmations above 'CCC (sf)' reflect our belief that projected
credit enhancement for the affected classes will be sufficient to
cover our projected losses at the current rating levels," S&P
said.

"Affirmations of '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.

"We withdrew our ratings on 11 classes from three transactions
based on our interest-only criteria and on class A2 from
Residential Asset Securitization Trust 2005-A9, as the class has
been paid in full," S&P said.

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

Subordination, overcollateralization (prior to its depletion), and
excess spread, when applicable, provide credit support for the
affected transactions.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

Adjustable Rate Mortgage Trust 2004-3
Series    2004-3
                               Rating
Class      CUSIP       To                   From
C-B-1      007036CX2   CCC (sf)             BB (sf)

Alternative Loan Trust 2002-15CB
Series    2002-28
                               Rating
Class      CUSIP       To                   From
M          12669DDL9   B- (sf)              BB- (sf)

Alternative Loan Trust 2003-J1
Series    2003-J11
                               Rating
Class      CUSIP       To                   From
B-2        12669E2G0   D (sf)               CC (sf)

Alternative Loan Trust 2004-28CB
Series    2004-28CB
                               Rating
Class      CUSIP       To                   From
1-A-1      12667FYE9   B- (sf)              BB (sf)
1-A-2      12667FYF6   B- (sf)              BB (sf)
1-A-3      12667FYG4   B- (sf)              BB (sf)
2-A-2      12667FYJ8   B- (sf)              B+ (sf)
2-A-4      12667FYL3   B- (sf)              B+ (sf)
2-A-5      12667FYM1   B- (sf)              B+ (sf)
2-A-7      12667FYP4   B- (sf)              B+ (sf)
2-A-8      12667FYQ2   B- (sf)              B+ (sf)
2-A-9      12667FYR0   B- (sf)              B+ (sf)
3-A-1      12667FYS8   B- (sf)              B+ (sf)
4-A-1      12667FYT6   B- (sf)              BB (sf)
5-A-1      12667FYU3   B- (sf)              B+ (sf)
6-A-1      12667FYV1   B- (sf)              BB (sf)
7-A-1      12667FYW9   B- (sf)              B+ (sf)
B-1        12667FZA6   D (sf)               CC (sf)

Alternative Loan Trust 2004-4CB
Series    2004-4CB
                               Rating
Class      CUSIP       To                   From
1-A-1      12667FCB9   AA (sf)              AAA (sf)
1-A-2      12667FCC7   AA (sf)              AAA (sf)
1-A-3      12667FCD5   AA (sf)              AAA (sf)
1-A-4      12667FCE3   AA (sf)              AAA (sf)
1-A-5      12667FCF0   AA (sf)              AAA (sf)
1-A-6      12667FCG8   AA- (sf)             AAA (sf)
2-A-1      12667FCH6   AA (sf)              AAA (sf)
3-A-1      12667FCJ2   AA (sf)              AAA (sf)
3-A-2      12667FCK9   AA- (sf)             AAA (sf)
3-A-3      12667FCL7   AA- (sf)             AAA (sf)
3-A-4      12667FCM5   AA- (sf)             AAA (sf)
PO         12667FCN3   AA- (sf)             AAA (sf)
M          12667FCQ6   CC (sf)              CCC (sf)

Alternative Loan Trust 2004-J11
Series    2004-J11
                               Rating
Class      CUSIP       To                   From
1-CB-1     12667FXJ9   B- (sf)              BBB- (sf)
1-X        12667FXK6   NR                   BBB- (sf)
2-CB-1     12667FXL4   B- (sf)              BB (sf)
3-A-1      12667FXN0   B- (sf)              BB (sf)
PO-A       12667FXQ3   B- (sf)              BB (sf)
PO-B       12667FXZ3   B- (sf)              BB (sf)
B-2        12667FXU4   D (sf)               CC (sf)

Alternative Loan Trust 2004-J8
Series    2004-J8
                               Rating
Class      CUSIP       To                   From
1-A-1      12667FSF3   A- (sf)              AAA (sf)
1-X        12667FSG1   NR                   AAA (sf)
2-A-1      12667FSH9   A- (sf)              AAA (sf)
2-X        12667FSJ5   NR                   AAA (sf)
3-A-1      12667FSK2   A (sf)               AAA (sf)
3-X        12667FSL0   NR                   AAA (sf)
4-A-1      12667FSM8   A+ (sf)              AAA (sf)
4-X        12667FSN6   NR                   AAA (sf)
PO-A       12667FSP1   A- (sf)              AAA (sf)
PO-B       12667FTT2   A (sf)               AAA (sf)

Alternative Loan Trust Resecuritization 2005-12R
Series    2005-12R
                               Rating
Class      CUSIP       To                   From
A-2        12667GAQ6   B- (sf)              B+ (sf)
A-3        12667GAR4   B- (sf)              B+ (sf)
A-4        12667GAS2   B- (sf)              B+ (sf)
A-5        12667GAT0   BBB- (sf)            BBB (sf)
A-6        12667GAU7   B- (sf)              B+ (sf)

Ameriquest Mortgage Securities Inc.
Series    2003-IA1
                               Rating
Class      CUSIP       To                   From
M-3        03072SLJ2   BBB- (sf)            BBB (sf)

Banc of America Funding 2004-C Trust
Series    2004-C
                               Rating
Class      CUSIP       To                   From
2-A-1      05946XLW1   BBB (sf)             AA (sf)
2-A-2      05946XLX9   BBB (sf)             AA (sf)
3-A-1      05946XLZ4   B- (sf)              BB (sf)
4-A-3      05946XMC4   B+ (sf)              BB- (sf)

Banc of America Funding 2007-D Trust
Series    2007-D
                               Rating
Class      CUSIP       To                   From
1-A-2      05952GAB7   CC (sf)              CCC (sf)
1-A-3      05952GAC5   B (sf)               CCC (sf)
M-2        05952GAG6   D (sf)               CC (sf)
M-3        05952GAH4   D (sf)               CC (sf)
3-A-1      05952GAT8   CC (sf)              CCC (sf)
3-A-2      05952GAU5   CC (sf)              CCC (sf)
3-A-3      05952GAV3   CC (sf)              CCC (sf)
3-A-4      05952GAW1   CC (sf)              CCC (sf)
3-A-5      05952GAX9   CC (sf)              CCC (sf)

Bear Stearns Asset Backed Securities Trust 2003-AC7
Series    2003-AC7
                               Rating
Class      CUSIP       To                   From
M-2        07384YPP5   B- (sf)              BB- (sf)

CHL Mortgage Pass-Through Trust 2005-9
Series    2005-9
                               Rating
Class      CUSIP       To                   From
2-A-1      12669GZB0   CC (sf)              CCC (sf)

Citigroup Mortgage Loan Trust 2003-HYB1
Series    2003-HYB1
                               Rating
Class      CUSIP       To                   From
B-2        79549AYJ2   B (sf)               CCC (sf)

Citigroup Mortgage Loan Trust Inc.
Series    2004-HYB4
                               Rating
Class      CUSIP       To                   From
H-AI       17307GLW6   BBB+ (sf)            A- (sf)
H-AII      17307GLX4   BBB+ (sf)            A- (sf)
1-M        17307GMP0   CC (sf)              CCC (sf)


Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA3
Series    2007-OA3
                               Rating
Class      CUSIP       To                   From
A-1        25150WAA2   CCC (sf)             B (sf)

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA5
Series    2007-OA5
                               Rating
Class      CUSIP       To                   From
A-1A       25150XAA0   BB (sf)              CCC (sf)
A-1B       25150XAR3   BB (sf)              CCC (sf)

First Horizon Alternative Mortgage Securities Trust 2004-AA2
Series    2004-AA2
                               Rating
Class      CUSIP       To                   From
II-A-1     32051D4S8   AA+ (sf)             AAA (sf)

First Horizon Alternative Mortgage Securities Trust 2006-FA6
Series    2006-FA6
                               Rating
Class      CUSIP       To                   From
I-A-2      32052FAB2   D (sf)               CCC (sf)
I-A-PO     32052FAF3   D (sf)               CCC (sf)
II-A-11    32052FAT3   CC (sf)              CCC (sf)
II-A-PO    32052FBC9   D (sf)               CCC (sf)

First Horizon Mortgage Pass-Through Trust 2006-4
Series    2006-4
                               Rating
Class      CUSIP       To                   From
I-A-5      32052UAE3   CC (sf)              CCC (sf)
I-A-6      32052UAF0   CC (sf)              CCC (sf)
I-A-7      32052UAG8   CC (sf)              CCC (sf)
I-A-15     32052UAQ6   CC (sf)              CCC (sf)
II-A-PO    32052UAW3   B- (sf)              CC (sf)

GreenPoint Mortgage Funding Trust 2005-AR4
Series    2005-AR4
                               Rating
Class      CUSIP       To                   From
I-A-1      39538WBQ0   BB (sf)              CCC (sf)
I-A-2a     39538WBR8   B- (sf)              CC (sf)
I-A-2b     39538WBS6   B- (sf)              CC (sf)
I-A-3      39538WBT4   B- (sf)              CC (sf)
IA2b cert  39538WCX4   B- (sf)              CC (sf)


GSAA Home Equity Trust 2005-3
Series    2005-3
                               Rating
Class      CUSIP       To                   From
M-2        36242DWV1   BB (sf)              CCC (sf)

GSR Mortgage Loan Trust 2006-OA1
Series    2006-OA1
                               Rating
Class      CUSIP       To                   From
2-A-1      362631AB9   B- (sf)              CCC (sf)

IndyMac INDX Mortgage Loan Trust 2004-AR15
Series    2004-AR15
                               Rating
Class      CUSIP       To                   From
5-A-1      45660LBK4   BBB- (sf)            AAA (sf)

IndyMac INDX Mortgage Loan Trust 2004-AR3
Series    2004-AR3
                               Rating
Class      CUSIP       To                   From
B-1        45660NM36   CCC (sf)             BB (sf)

IndyMac INDX Mortgage Loan Trust 2004-AR7
Series    2004-AR7
                               Rating
Class      CUSIP       To                   From
A-1        45660NT88   CCC (sf)             B+ (sf)
A-2        45660NT96   BBB- (sf)            AA+ (sf)
A-3        45660NU29   CCC (sf)             B+ (sf)
A-5        45660NU45   CCC (sf)             B+ (sf)

JPMorgan Alternative Loan Trust 2006-S4
Series    2006-S4
                               Rating
Class      CUSIP       To                   From
A-2-A      466302AC0   B (sf)               CCC (sf)
A-2-B      466302AD8   B (sf)               CCC (sf)
A-3-A      466302AE6   CC (sf)              CCC (sf)
A-3-B      466302AF3   CC (sf)              CCC (sf)
A-4        466302AG1   CC (sf)              CCC (sf)
A-5        466302AH9   CC (sf)              CCC (sf)
A-6        466302AJ5   CC (sf)              CCC (sf)
A-7        466302AK2   CC (sf)              CCC (sf)
M-1        466302AL0   CC (sf)              CCC (sf)
M-2        466302AM8   D (sf)               CC (sf)

MASTR Adjustable Rate Mortgages Trust 2003-7
Series    2003-7
                               Rating
Class      CUSIP       To                   From
B-2        576433HW9   BBB (sf)             AA- (sf)
B-3        576433HX7   B- (sf)              BB+ (sf)

MASTR Alternative Loan Trust 2002-2
Series    2002-2
                               Rating
Class      CUSIP       To                   From
B-3        576434BH6   CCC (sf)             B (sf)

MASTR Alternative Loan Trust 2003-5
Series    2003-5
                               Rating
Class      CUSIP       To                   From
30-B-2     576434FV1   CCC (sf)             B+ (sf)

MASTR Alternative Loan Trust 2004-10
Series    2004-10
                               Rating
Class      CUSIP       To                   From
5-A-7      576434WE0   B- (sf)              B (sf)

MASTR Alternative Loan Trust 2004-3
Series    2004-3
                               Rating
Class      CUSIP       To                   From
B-I-2      576434PP3   BBB- (sf)            A- (sf)
B-I-3      576434PQ1   CC (sf)              CCC (sf)

MASTR Alternative Loan Trust 2005-2
Series    2005-2
                               Rating
Class      CUSIP       To                   From
B-1        576434K94   CC (sf)              CCC (sf)

MASTR Alternative Loan Trust 2007-1
Series    2007-1
                               Rating
Class      CUSIP       To                   From
1-A-1      55275SAA8   BB (sf)              CCC (sf)
1-A-2      55275SAB6   NR                   CCC (sf)
1-A-4      55275SAD2   CC (sf)              CCC (sf)
1-A-5      55275SAE0   CC (sf)              CCC (sf)
1-A-6      55275SAF7   CC (sf)              CCC (sf)
2-A-1      55275SAG5   CC (sf)              CCC (sf)
2-A-2      55275SAH3   CC (sf)              CCC (sf)
2-A-3      55275SAJ9   CC (sf)              CCC (sf)
2-A-4      55275SAK6   CC (sf)              CCC (sf)
2-A-5      55275SAL4   NR                   CCC (sf)
2-A-6      55275SAM2   CC (sf)              CCC (sf)
2-A-7      55275SAN0   CC (sf)              CCC (sf)
2-A-8      55275SAP5   CC (sf)              CCC (sf)
2-A-9      55275SAQ3   CC (sf)              CCC (sf)
2-A-10     55275SBG4   CC (sf)              CCC (sf)
2-A-11     55275SBH2   NR                   CCC (sf)
2-A-12     55275SBJ8   CC (sf)              CCC (sf)
2-A-13     55275SBK5   NR                   CCC (sf)
2-A-14     55275SBL3   CC (sf)              CCC (sf)
2-A-15     55275SBM1   CC (sf)              CCC (sf)
3-A-1      55275SAR1   CC (sf)              CCC (sf)
3-A-2      55275SAS9   CC (sf)              CCC (sf)
15-PO      55275SAV2   CC (sf)              CCC (sf)
30-PO      55275SAW0   CC (sf)              CCC (sf)
15-A-X     55275SAX8   NR                   CCC (sf)
30-A-X     55275SAY6   NR                   CCC (sf)

Morgan Stanley Mortgage Loan Trust 2004-11AR
Series    2004-11AR
                               Rating
Class      CUSIP       To                   From
2-A        61748HHD6   BB- (sf)             A (sf)
3-A        61748HHE4   BB (sf)              A (sf)
4-A        61748HHF1   BB- (sf)             A (sf)
5-A        61748HHG9   BBB- (sf)            AA- (sf)

MortgageIT Trust 2004-1
Series    2004-1
                               Rating
Class      CUSIP       To                   From
M-2        61913PAC6   B (sf)               B- (sf)

MortgageIT Trust 2004-2
Series    2004-2
                               Rating
Class      CUSIP       To                   From
M-2        61913PAN2   B (sf)               B- (sf)

Nomura Asset Acceptance Corporation Alternative Loan Trust Series
2003-A2
Series    2003-A2
                               Rating
Class      CUSIP       To                   From
B2         65535VBQ0   B- (sf)              BB- (sf)
B3         65535VBR8   CC (sf)              CCC (sf)

RALI Series 2003-QS11 Trust
Series    2003-QS11
                               Rating
Class      CUSIP       To                   From
M-1        76110HFB0   B+ (sf)              BBB- (sf)

RALI Series 2003-QS19 Trust
Series    2003-QS19
                               Rating
Class      CUSIP       To                   From
M-1        76110HKX6   B- (sf)              BB- (sf)

RALI Series 2004-QA4 Trust
Series    2004-QA4
                               Rating
Class      CUSIP       To                   From
NB-I-1     76110HZF9   B- (sf)              A- (sf)
NB-II-3    76110HZK8   B- (sf)              AAA (sf)
M-1        76110HZP7   CC (sf)              CCC (sf)

RALI Series 2005-QS1 Trust
Series    2005-QS1
                               Rating
Class      CUSIP       To                   From
M-1        76110HQ28   D (sf)               CC (sf)*

Residential Asset Securitization Trust 2003-A6
Series    2003-F
                               Rating
Class      CUSIP       To                   From
B-1        45660NRB3   CCC (sf)             B+ (sf)

Residential Asset Securitization Trust 2003-A8
Series    2003-H
                               Rating
Class      CUSIP       To                   From
B-1        45660NRV9   CCC (sf)             B (sf)
B-2        45660NRW7   CC (sf)              CCC (sf)

Residential Asset Securitization Trust 2004-A2
Series    2004-A2
                               Rating
Class      CUSIP       To                   From
2-A-1      45660ND28   AA (sf)              AAA (sf)
2-A-2      45660ND36   AA (sf)              AAA (sf)
1-B-1      45660NC60   CCC (sf)             B (sf)
1-B-2      45660NC78   CC (sf)              CCC (sf)

Residential Asset Securitization Trust 2004-A9
Series    2004-I
                               Rating
Class      CUSIP       To                   From
A-2        45660N5S0   CCC (sf)             B+ (sf)
A-5        45660N5V3   CCC (sf)             B+ (sf)
A-9        45660N5Z4   B+ (sf)              BBB+ (sf)
A-10       45660N6A8   CCC (sf)             B+ (sf)
PO         45660N6B6   CCC (sf)             B+ (sf)
B-1        45660N6E0   D (sf)               CC (sf)

Residential Asset Securitization Trust 2005-A9
Series    2005-I
                               Rating
Class      CUSIP       To                   From
A-1        45660LTN9   CCC (sf)             B (sf)
A-2        45660LTP4   NR                   CC (sf)

RFMSI Series 2003-S20 Trust
Series    2003-S20
                               Rating
Class      CUSIP       To                   From
II-M-1     76111XET6   B- (sf)              BBB- (sf)
II-M-2     76111XEU3   CC (sf)              CCC (sf)
I-M-3      76111XEL3   B- (sf)              BB- (sf)

Structured Asset Mortgage Investments II Trust 2006-AR3
Series    2006-AR3
                               Rating
Class      CUSIP       To                   From
I-1A-2     86360KAB4   CC (sf)              CCC (sf)
I-1A-3     86360KAC2   CC (sf)              CCC (sf)
I-2A-3     86360KAG3   CC (sf)              CCC (sf)
II-2A-1    86360KAX6   CC (sf)              CCC (sf)
II-3A-1    86360KAY4   BB (sf)              CCC (sf)
II-4A-1    86360KAZ1   CC (sf)              CCC (sf)

Structured Asset Mortgage Investments II Trust 2006-AR5
Series    2006-AR5
                               Rating
Class      CUSIP       To                   From
1-A-3      86360JAC5   D (sf)               CC (sf)
4-A-1      86360JAN1   CCC (sf)             B (sf)

Structured Asset Mortgage Investments II Trust 2007-AR5
Series    2007-AR5
                               Rating
Class      CUSIP       To                   From
A-1        86364HAA9   CCC (sf)             B (sf)
A-2        86364HAB7   CC (sf)              CCC (sf)

Thornburg Mortgage Securities Trust 2003-6
Series    2003-6
                               Rating
Class      CUSIP       To                   From
M          885220ER0   BB (sf)              B- (sf)

RATINGS AFFIRMED

Adjustable Rate Mortgage Trust 2004-3
Series    2004-3
Class      CUSIP       Rating
1-A-1      007036CR5   AAA (sf)
2-A-1      007036CT1   AAA (sf)
X          007036CV6   AAA (sf)
C-M        007036CW4   AA+ (sf)

Alternative Loan Trust 2002-15CB
Series    2002-28
Class      CUSIP       Rating
A-1        12669DDG0   AAA (sf)
X          12669DDH8   AAA (sf)
PO         12669DDJ4   AAA (sf)
B-1        12669DDM7   CC (sf)

Alternative Loan Trust 2003-J1
Series    2003-J11
Class      CUSIP       Rating
1-A-1      12669EY26   AAA (sf)
1-A-2      12669EY34   AAA (sf)
1-A-3      12669EY42   AAA (sf)
1-A-4      12669EY59   AAA (sf)
1-A-6      12669EY75   AAA (sf)
1-A-7      12669EY83   AA+ (sf)
1-A-8      12669EY91   AAA (sf)
1-A-9      12669EZ25   AA+ (sf)
2-A-1      12669EZ33   AAA (sf)
2-A-2      12669EZ41   AAA (sf)
2-A-3      12669EZ58   AAA (sf)
2-X        12669EZ66   AAA (sf)
3-A-1      12669EZ90   AAA (sf)
3-A-2      12669E2A3   AAA (sf)
3-A-3      12669E2B1   AAA (sf)
3-X        12669EZ74   AAA (sf)
4-A-1      12669E2C9   AAA (sf)
4-X        12669EZ82   AAA (sf)
PO         12669E2D7   AA+ (sf)
M          12669E2E5   CC (sf)
B-1        12669E2F2   CC (sf)


Alternative Loan Trust 2004-28CB
Series    2004-28CB
Class      CUSIP       Rating
2-A-3      12667FYK5   B- (sf)
PO         12667FYX7   B- (sf)
M          12667FYZ2   CC (sf)

Alternative Loan Trust 2004-4CB
Series    2004-4CB
Class      CUSIP       Rating
B-1        12667FCR4   CC (sf)
B-2        12667FCS2   CC (sf)

Alternative Loan Trust 2004-J1
Series    2004-J1
Class      CUSIP       Rating
1-A-1      12667FBC8   AAA (sf)
1-X        12667FBD6   AAA (sf)
2-A-1      12667FBE4   AAA (sf)
2-X        12667FBF1   AAA (sf)
PO         12667FBG9   AAA (sf)
M          12667FBJ3   B (sf)
B-1        12667FBK0   CC (sf)
B-2        12667FBL8   CC (sf)

Alternative Loan Trust 2004-J11
Series    2004-J11
Class      CUSIP       Rating
M          12667FXS9   CC (sf)
B-1        12667FXT7   CC (sf)

Alternative Loan Trust 2004-J8
Series    2004-J8
Class      CUSIP       Rating
M          12667FSR7   CC (sf)

Ameriquest Mortgage Securities Inc.
Series    2003-IA1
Class      CUSIP       Rating
A-4        03072SLD5   AAA (sf)
A-5        03072SLE3   AAA (sf)
A-6        03072SLF0   AAA (sf)
MV-1       03072SLL7   AA (sf)
MF-1       03072SLG8   AA (sf)
M-2        03072SLH6   A (sf)


Banc of America Funding 2004-C Trust
Series    2004-C
Class      CUSIP       Rating
1-A-1      05946XLS0   AAA (sf)
1-B-1      05946XMD2   AA (sf)
CB-1       05946XMG5   CC (sf)
1-B-2      05946XME0   A (sf)
4-A-1      05946XMA8   A (sf)
4-A-2      05946XMB6   AA- (sf)
1-B-5      05946XMQ3   CC (sf)
1-B-3      05946XMF7   BB- (sf)
1-B-4      05946XMP5   CC (sf)

Banc of America Funding 2005-A Trust
Series    2005-A
Class      CUSIP       Rating
1-A-1      05946XQQ9   CC (sf)
2-A-1      05946XQS5   CC (sf)
2-A-2      05946XQT3   CC (sf)
2-A-3      05946XQU0   CC (sf)
3-A-1      05946XQW6   BBB (sf)
4-A-1      05946XQX4   BB- (sf)
4-B-1      05946XRE5   CC (sf)
4-B-2      05946XRF2   CC (sf)
4-B-3      05946XRG0   CC (sf)
5-A-1      05946XQY2   AA+ (sf)
5-A-2      05946XQZ9   AA (sf)
5-A-3      05946XRA3   A- (sf)
5-M-1      05946XRH8   B- (sf)
5-M-2      05946XRJ4   CC (sf)

Banc of America Funding 2007-D Trust
Series    2007-D
Class      CUSIP       Rating
1-A-1      05952GAA9   CCC (sf)
1-A-4      05952GAD3   CCC (sf)
1-A-5      05952GAE1   CCC (sf)
M-1        05952GAF8   CC (sf)

Bear Stearns Asset Backed Securities Trust 2003-AC7
Series    2003-AC7
Class      CUSIP       Rating
A-1        07384YPH3   AAA (sf)
A-2        07384YPJ9   AAA (sf)
A-3        07384YPK6   AAA (sf)
A-4        07384YPL4   AAA (sf)
M-1        07384YPN0   AA (sf)
B          07384YPQ3   CC (sf)

CHL Mortgage Pass-Through Trust 2005-9
Series    2005-9
Class      CUSIP       Rating
1-A-1      12669GYY1   B (sf)
1-A-2      12669GYZ8   CC (sf)
1-A-3      12669GZQ7   B (sf)
1-A-5      12669GZS3   CCC (sf)
1-A-6      12669GZT1   CC (sf)
2-A-2      12669GZC8   CC (sf)
M-1        12669GZG9   CC (sf)

Citigroup Mortgage Loan Trust 2003-HYB1
Series    2003-HYB1
Class      CUSIP       Rating
A          79549AYG8   AAA (sf)
B-1        79549AYH6   A- (sf)

Citigroup Mortgage Loan Trust Inc.
Series    2004-HYB4
Class      CUSIP       Rating
A-A        17307GMC9   AAA (sf)
A-X        17307GMD7   AAA (sf)
2-B1       17307GME5   BBB+ (sf)
2-B2       17307GMF2   CC (sf)

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA3
Series    2007-OA3
Class      CUSIP       Rating
A-2        25150WAB0   CC (sf)

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA5
Series    2007-OA5
Class      CUSIP       Rating
A-2        25150XAB8   CCC (sf)

First Horizon Alternative Mortgage Securities Trust 2004-AA2
Series    2004-AA2
Class      CUSIP       Rating
I-A-1      32051D4P4   AAA (sf)
B-1        32051D4T6   CC (sf)
B-2        32051D4U3   CC (sf)


First Horizon Alternative Mortgage Securities Trust 2006-FA6
Series    2006-FA6
Class      CUSIP       Rating
III-A-1    32052FBD7   CCC (sf)
III-A-PO   32052FBE5   CCC (sf)

First Horizon Mortgage Pass-Through Trust 2006-4
Series    2006-4
Class      CUSIP       Rating
I-A-1      32052UAA1   CCC (sf)
I-A-2      32052UAB9   CC (sf)
I-A-3      32052UAC7   CC (sf)
I-A-8      32052UAH6   CC (sf)
I-A-9      32052UAJ2   CC (sf)
I-A-10     32052UAK9   CC (sf)
I-A-11     32052UAL7   CC (sf)
I-A-12     32052UAM5   CC (sf)
I-A-16     32052UAR4   CC (sf)
I-A-17     32052UAS2   CC (sf)
I-A-PO     32052UAT0   CC (sf)
II-A-1     32052UAV5   B- (sf)

GMACM Mortgage Loan Trust 2005-AA1
Series    2005-AA1
Class      CUSIP       Rating
1-A-1      76112BNM8   CC (sf)
2-A-1      76112BNN6   B- (sf)
2-A-2      76112BNP1   CC (sf)

GreenPoint Mortgage Funding Trust 2005-AR4
Series    2005-AR4
Class      CUSIP       Rating
III-A-1    39538WBW7   CC (sf)
IV-A-1a    39538WBY3   CCC (sf)
IV-A-1b    39538WBZ0   CCC (sf)
IVA1b cert 39538WCY2   CCC (sf)

GSAA Home Equity Trust 2005-3
Series    2005-3
Class      CUSIP       Rating
M-1        36242DWU3   AA (sf)
B-1        36242DWW9   CC (sf)
B-2        36242DWX7   CC (sf)

GSR Mortgage Loan Trust 2006-OA1
Series    2006-OA1
Class      CUSIP       Rating
1-A-1      362631AA1   CCC (sf)
2-A-2      362631AC7   CCC (sf)
2-A-3      362631AD5   CCC (sf)
3-A-1      362631AE3   CCC (sf)
3-A-2      362631AF0   CCC (sf)

IndyMac INDX Mortgage Loan Trust 2004-AR15
Series    2004-AR15
Class      CUSIP       Rating
1-A-1      45660LBE8   B- (sf)
2-A-1      45660LBF5   B- (sf)
3-A-1      45660LBG3   B- (sf)
4-A-1      45660LBH1   BBB- (sf)
4-A-2      45660LBJ7   B- (sf)
5-A-2      45660LBL2   B- (sf)
6-A-1      45660LBM0   B- (sf)

IndyMac INDX Mortgage Loan Trust 2004-AR3
Series    2004-AR3
Class      CUSIP       Rating
A-1        45660NL78   AAA (sf)
A-X-2      45660NL94   AAA (sf)

MASTR Adjustable Rate Mortgages Trust 2003-7
Series    2003-7
Class      CUSIP       Rating
1-A-1      576433HF6   AAA (sf)
1-A-X      576433HG4   AAA (sf)
2-A-1      576433HH2   AAA (sf)
2-A-X      576433HJ8   AAA (sf)
3-A-1      576433HK5   AAA (sf)
3-A-X      576433HL3   AAA (sf)
4-A-1      576433HM1   AAA (sf)
4-A-X      576433HN9   AAA (sf)
B-1        576433HV1   AAA (sf)
B-4        576433HY5   CC (sf)
5-M-1      576433HS8   AAA (sf)

MASTR Alternative Loan Trust 2002-2
Series    2002-2
Class      CUSIP       Rating
1-A-1      576434AU8   AAA (sf)
2-A-1      576434AX2   AAA (sf)
A-X-1      576434BA1   AAA (sf)
PO-1       576434BB9   AAA (sf)
PO-2       576434BC7   AAA (sf)
B-1        576434BF0   AAA (sf)
B-2        576434BG8   BB (sf)

MASTR Alternative Loan Trust 2003-5
Series    2003-5
Class      CUSIP       Rating
1-A-1      576434FC3   AAA (sf)
2-A-1      576434FD1   AAA (sf)
3-A-1      576434FE9   AAA (sf)
4-A-1      576434FF6   AAA (sf)
5-A-1      576434FG4   AAA (sf)
6-A-1      576434FH2   AAA (sf)
7-A-1      576434FJ8   AAA (sf)
8-A-1      576434FK5   AAA (sf)
15-PO      576434FL3   AAA (sf)
15-AX      576434FN9   AAA (sf)
30-PO      576434FM1   AAA (sf)
30-AX      576434FP4   AAA (sf)
15-B-1     576434FR0   B- (sf)
15-B-2     576434FS8   CC (sf)
15-B-3     576434FT6   CC (sf)
30-B-1     576434FU3   AA (sf)
30-B-3     576434FW9   CC (sf)
15-B-4     576434FX7   CC (sf)
30-B-4     576434GA6   CC (sf)

MASTR Alternative Loan Trust 2004-10
Series    2004-10
Class      CUSIP       Rating
1-A-1      576434VU5   BB (sf)
2-A-1      576434VV3   B+ (sf)
3-A-1      576434VW1   BB (sf)
4-A-1      576434VX9   BB- (sf)
5-A-1      576434VY7   B- (sf)
5-A-3      576434WA8   B- (sf)
5-A-4      576434WB6   B- (sf)
5-A-5      576434WC4   B- (sf)
5-A-6      576434WD2   B- (sf)
15-PO      576434WF7   B+ (sf)
30-PO      576434WG5   B- (sf)
B-1        576434WN0   CC (sf)
B-2        576434WP5   CC (sf)
B-3        576434WQ3   CC (sf)

MASTR Alternative Loan Trust 2004-3
Series    2004-3
Class      CUSIP       Rating
1-A-1      576434NU4   AAA (sf)
2-A-1      576434NV2   AAA (sf)
3-A-1      576434NW0   AAA (sf)
4-A-1      576434NX8   AAA (sf)
15-AX      576434PE8   AAA (sf)
30-AX-1    576434PF5   AAA (sf)
15-PO      576434PC2   AAA (sf)
5-A-1      576434NY6   AAA (sf)
6-A-1      576434NZ3   AAA (sf)
7-A-1      576434PA6   AAA (sf)
8-A-1      576434PB4   AAA (sf)
30-AX-2    576434PG3   AAA (sf)
30-PO      576434PD0   AAA (sf)
B-I-1      576434PN8   AA- (sf)
B-1        576434PK4   BB (sf)
B-2        576434PL2   CCC (sf)
B-3        576434PM0   CC (sf)
B-4        576434PR9   CC (sf)

MASTR Alternative Loan Trust 2005-2
Series    2005-2
Class      CUSIP       Rating
1-A-1      576434H72   AA+ (sf)
1-A-2      576434H80   AA+ (sf)
1-A-3      576434H98   AA+ (sf)
1-A-4      576434J21   AA+ (sf)
2-A-1      576434J39   A+ (sf)
3-A-1      576434J47   A+ (sf)
4-A-1      576434J54   AA+ (sf)
4-A-2      576434J62   AA+ (sf)
4-A-3      576434J70   AA+ (sf)
4-A-4      576434J88   AA+ (sf)
4-A-5      576434K78   AA+ (sf)
5-A-1      576434J96   AA+ (sf)
6-A-1      576434K29   A+ (sf)
A-X-1      576434K52   AA+ (sf)
A-X-2      576434K60   AA+ (sf)
PO         576434K86   A+ (sf)
B-2        576434L28   CC (sf)

MASTR Alternative Loan Trust 2007-1
Series    2007-1
Class      CUSIP       Rating
1-A-3      55275SAC4   CCC (sf)

Morgan Stanley Mortgage Loan Trust 2004-11AR
Series    2004-11AR
Class      CUSIP       Rating
1-A-1      61748HGR6   AAA (sf)
1-A-2A     61748HHB0   AAA (sf)
1-A-2B     61748HHC8   AAA (sf)
1-X-2      61748HGW5   AAA (sf)
1-B-1      61748HGT2   CC (sf)

MortgageIT Trust 2004-1
Series    2004-1
Class      CUSIP       Rating
A-1        61913PAA0   AAA (sf)
A-2        61913PAF9   AAA (sf)
M-1        61913PAB8   A (sf)
B-1        61913PAD4   CC (sf)
B-2        61913PAE2   CC (sf)

MortgageIT Trust 2004-2
Series    2004-2
Class      CUSIP       Rating
A-1        61913PAG7   AAA (sf)
A-2        61913PAH5   AAA (sf)
M-1        61913PAM4   BB (sf)
B-1        61913PAK8   CC (sf)
B-2        61913PAL6   CC (sf)

MortgageIT Trust 2005-1
Series    2005-1
Class      CUSIP       Rating
1-A-1      61913PAP7   AAA (sf)
1-A-2      61913PAQ5   AAA (sf)
2-A        61913PAR3   AAA (sf)
1-M-1      61913PAS1   BB (sf)
1-M-2      61913PAT9   BB (sf)
2-M-1      61913PAU6   BBB- (sf)
2-M-2      61913PAV4   B- (sf)
1-B-1      61913PAW2   B- (sf)
1-B-2      61913PAX0   CCC (sf)
2-B-1      61913PAY8   CCC (sf)

MortgageIT Trust 2005-4
Series    2005-4
Class      CUSIP       Rating
A-1        61913PAZ5   B- (sf)
M-1        61913PBA9   CC (sf)
M-2        61913PBB7   CC (sf)

Nomura Asset Acceptance Corporation Alternative Loan Trust Series
2003-A2
Series    2003-A2
Class      CUSIP       Rating
M1         65535VBM9   AAA (sf)
M2         65535VBN7   AAA (sf)
B1         65535VBP2   AAA (sf)
B4         65535VBS6   CC (sf)
AIO-2      65535VBU1   AAA (sf)

Opteum Mortgage Acceptance Corporation
Series    2005-1
Class      CUSIP       Rating
A-1A       68383NAA1   AAA (sf)
A-1B       68383NAB9   AAA (sf)
A-4        68383NAE3   AAA (sf)
M-1        68383NAF0   AA+ (sf)
M-2        68383NAG8   AA (sf)
M-3        68383NAH6   AA- (sf)
M-4        68383NAJ2   A (sf)
M-5        68383NAK9   BB (sf)
M-6        68383NAL7   BB (sf)
M-7        68383NAM5   B- (sf)
M-8        68383NAN3   CCC (sf)

RALI Series 2002-QS7 Trust
Series    2002-QS7
Class      CUSIP       Rating
A-7        76110GC41   AAA (sf)
A-8        76110GC58   AAA (sf)
A-16       76110GD57   AAA (sf)
A-P        76110GD65   AAA (sf)
A-V        76110GD73   AAA (sf)
M-1        76110GE23   AAA (sf)
M-2        76110GE31   AAA (sf)
M-3        76110GE49   B (sf)
B-1        76110GE56   CCC (sf)

RALI Series 2003-QS11 Trust
Series    2003-QS11
Class      CUSIP       Rating
A-1        76110HEH8   AAA (sf)
A-2        76110HEJ4   AAA (sf)
A-4        76110HEL9   AAA (sf)
A-5        76110HEM7   AAA (sf)
A-6        76110HEN5   AAA (sf)
A-8        76110HEQ8   AAA (sf)
A-9        76110HER6   AAA (sf)
A-10       76110HES4   AAA (sf)
A-11       76110HET2   AAA (sf)
A-12       76110HEU9   AAA (sf)
A-13       76110HEV7   AAA (sf)
A-14       76110HEW5   AAA (sf)
A-P        76110HEX3   AAA (sf)
A-V        76110HEY1   AAA (sf)
M-2        76110HFC8   CC (sf)

RALI Series 2003-QS19 Trust
Series    2003-QS19
Class      CUSIP       Rating
A-I        76110HKJ7   AAA (sf)
CB         76110HKK4   AAA (sf)
NB-1       76110HKL2   AAA (sf)
NB-2       76110HKM0   AAA (sf)
NB-4       76110HKP3   AAA (sf)
NB-5       76110HKQ1   AAA (sf)
NB-6       76110HKR9   AAA (sf)
NB-7       76110HKS7   AAA (sf)
A-P        76110HKT5   AAA (sf)
A-V        76110HKU2   AAA (sf)
M-2        76110HKY4   CC (sf)

RALI Series 2004-QA2 Trust
Series    2004-QA2
Class      CUSIP       Rating
A-I        76110HVT3   AAA (sf)
A-II       76110HVU0   AAA (sf)
M-1        76110HVV8   B- (sf)
M-2        76110HVW6   CC (sf)
M-3        76110HVX4   CC (sf)

RALI Series 2004-QA4 Trust
Series    2004-QA4
Class      CUSIP       Rating
CB-I       76110HZE2   AAA (sf)
NB-II-1    76110HZH5   AAA (sf)
NB-II-2    76110HZJ1   AAA (sf)
NB-III     76110HZL6   AAA (sf)

RALI Series 2005-QS1 Trust
Series    2005-QS1
Class      CUSIP       Rating
A-1        76110HN88   B (sf)
A-P        76110HP60   CCC (sf)
A-2        76110HN96   CCC (sf)
A-3        76110HP29   CCC (sf)
A-4        76110HP37   CCC (sf)
A-5        76110HP45   CCC (sf)

Residential Asset Securitization Trust 2003-A6
Series    2003-F
Class      CUSIP       Rating
A-1        45660NQR9   AAA (sf)
A-2        45660NQS7   AAA (sf)
A-3        45660NQT5   AAA (sf)
A-4        45660NQU2   AAA (sf)
A-5        45660NQV0   AAA (sf)
A-6        45660NQW8   AAA (sf)
A-7        45660NQX6   AAA (sf)
PO         45660NQY4   AAA (sf)
A-X        45660NQZ1   AAA (sf)
B-2        45660NRC1   CC (sf)
B-3        45660NRD9   CC (sf)
B-4        45660NRE7   CC (sf)
B-5        45660NRF4   CC (sf)

Residential Asset Securitization Trust 2003-A8
Series    2003-H
Class      CUSIP       Rating
A-1        45660NRL1   AAA (sf)
A-2        45660NRM9   AAA (sf)
A-3        45660NRN7   AAA (sf)
A-4        45660NRP2   AAA (sf)
A-5        45660NRQ0   AAA (sf)
PO         45660NRR8   AAA (sf)
A-X        45660NRS6   AAA (sf)
B-3        45660NRU1   CC (sf)
B-4        45660NRH0   CC (sf)
B-5        45660NRJ6   CC (sf)

Residential Asset Securitization Trust 2004-A2
Series    2004-A2
Class      CUSIP       Rating
1-A-1      45660NB20   AAA (sf)
1-A-2      45660NB38   AAA (sf)
1-A-3      45660NB46   AAA (sf)
1-A-4      45660NB53   AAA (sf)
1-A-8      45660NB95   AAA (sf)
1-A-9      45660NC29   AAA (sf)
1-A-10     45660NC94   AAA (sf)
1-A-X      45660NC45   AAA (sf)
1-PO       45660NC37   AAA (sf)
1-B-3      45660NC86   CC (sf)
1-B-4      45660ND85   CC (sf)

Residential Asset Securitization Trust 2004-A9
Series    2004-I
Class      CUSIP       Rating
A-4        45660N5U5   B+ (sf)

Residential Asset Securitization Trust 2005-A9
Series    2005-I
Class      CUSIP       Rating
A-3        45660LTQ2   CC (sf)
A-4        45660LTR0   CC (sf)
A-5        45660LTS8   CC (sf)
PO         45660LTT6   CC (sf)

RFMSI Series 2003-S20 Trust
Series    2003-S20
Class      CUSIP       Rating
I-A-5      76111XDV2   AAA (sf)
I-A-6      76111XDW0   AAA (sf)
I-A-9      76111XDZ3   AAA (sf)
II-A-1     76111XEA7   AAA (sf)
I-A-P      76111XEW9   AAA (sf)
I-A-V      76111XEC3   AAA (sf)
II-A-P     76111XEB5   AAA (sf)
II-A-V     76111XED1   AAA (sf)
I-M-1      76111XEJ8   AA (sf)
I-M-2      76111XEK5   A (sf)
II-M-3     76111XEV1   CC (sf)
I-B-1      76111XEM1   CC (sf)
II-B-1     76111XEQ2   CC (sf)
II-B-2     76111XER0   CC (sf)

Structured Adjustable Rate Mortgage Loan Trust Series 2007-7
Series    2007-7
Class      CUSIP       Rating
1-A1       86364DAA8   CCC (sf)
2-AP       86364DBM1   CC (sf)

Structured Asset Mortgage Investments II Trust 2006-AR3
Series    2006-AR3
Class      CUSIP       Rating
I-1A-1     86360KAA6   CCC (sf)
I-2A-1     86360KAE8   CCC (sf)
I-2A-2     86360KAF5   CCC (sf)
II-1A-1    86360KAW8   CCC (sf)

Structured Asset Mortgage Investments II Trust 2006-AR5
Series    2006-AR5
Class      CUSIP       Rating
1-A-1      86360JAA9   B (sf)
1-A-2      86360JAB7   CC (sf)
2-A-1      86360JAE1   CCC (sf)
3-A-1      86360JAJ0   CCC (sf)
3-A-2      86360JAK7   CC (sf)

Structured Asset Mortgage Investments II Trust 2007-AR5
Series    2007-AR5
Class      CUSIP       Rating
A-3        86364HAC5   CC (sf)
B-1        86364HAD3   CC (sf)
B-2        86364HAE1   CC (sf)
B-3        86364HAF8   CC (sf)
B-4        86364HAG6   CC (sf)
B-5        86364HAH4   CC (sf)
B-6        86364HAJ0   CC (sf)

Thornburg Mortgage Securities Trust 2003-6
Series    2003-6
Class      CUSIP       Rating
A-1        885220EP4   AAA (sf)
A-2        885220EQ2   AA- (sf

*Based on application of our interest shortfall criteria


* S&P Lowers Ratings on 12 Classes From 5 RMBS Re-REMIC Deals
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 12
classes from five residential mortgage-backed securities (RMBS)
resecuritized real estate mortgage investment conduit (re-REMIC)
transactions. "Concurrently, we affirmed our ratings on 111
classes from four transactions with lowered ratings and three
other transactions and removed one of them from CreditWatch with
negative implications. In addition, we withdrew our ratings on 11
classes because they have been paid in full. The eight
transactions in this review were issued between 2003 and 2010,"
S&P said.

"Two transactions in this review (JMAC Master Resecuritization
Trust I Series 2009-B and Picard Funding 1 Ltd.) pay interest
sequentially, five (Morgan Stanley Re-REMIC Trust 2010-R6,
Deutsche Mortgage Securities Mortgage Loan Resecuritization Trust,
Series 2009-RS1, Jefferies Resecuritization Trust 2009-R1, MASTR
Resecuritization Trust 2008-2, and WaMu Mortgage Pass-Through
Certificates 2003-XS1) pay interest on a pro rata basis, and one
(Morgan Stanley Re-REMIC Trust 2010-R4) contains both sequential
and pro rata paying structures," S&P said.

"All of the transactions within this review contain subordinate
classes that provide credit support to more senior classes, with
the exception of two transactions (JMAC Master Resecuritization
Trust I Series 2009-B and WaMu Mortgage Pass-Through Certificates
2003-XS1). Each structure within JMAC Master Resecuritization
Trust I Series 2009-B contains only one class and
overcollateralization within each structure provides support to
each related re-REMIC class. WaMu Mortgage Pass-Through
Certificates 2003-XS1 has 15 interest-only (IO) classes that are
entitled to receive a portion of servicing fees from an underlying
pool of mortgage loans," S&P said.

"We intend our ratings on the re-REMIC classes to address the
timely payment of interest and ultimate payment of principal. We
reviewed the interest and principal amounts due on the underlying
securities, which are then passed through to the applicable re-
REMIC classes. We applied our loss projections and assumptions to
the underlying collateral to identify the principal and interest
amounts that could be passed through from the underlying
securities under our rating scenario stresses. We stressed our
loss projections at various rating categories to assess whether
the re-REMIC classes could withstand the stressed losses
associated with their ratings while receiving timely payment of
interest and principal consistent with our criteria," S&P said.

"We based our downgrades on our assessment of projected interest
shortfalls and/or projected principal losses from the underlying
securities that would impair the re-REMIC classes at the
applicable rating stresses," S&P said.

"The affirmations of ratings above 'CCC (sf)' reflect our
assessment that the re-REMIC classes will likely receive timely
interest and the ultimate payment of principal under the
applicable stressed assumptions for the current ratings," S&P
said.

"The affirmations of the 'CCC (sf)' and 'CC (sf)' ratings reflect
our assessment that the credit enhancement for the applicable
classes will be insufficient to cover our 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

Deutsche Mortgage Securities, Inc. Mortgage Loan Resecuritization
Trust,
Series 2009-RS1
Series      2009-RS1
                               Rating
Class      CUSIP       To                   From
A3         251568AC5   CC (sf)              CCC (sf)
A2         251568AB7   AAA (sf)             AAA (sf)/Watch Neg

Jefferies Resecuritization Trust 2009-R1
Series      2009-R1
                               Rating
Class      CUSIP       To                   From
4-A2       47232CAH7   CC (sf)              CCC (sf)
4-A5       47232CAU8   CC (sf)              CCC (sf)
4-A4       47232CAT1   B- (sf)              B (sf)
5-A6       47232CAY0   CC (sf)              CCC (sf)
5-A2       47232CAK0   CC (sf)              CCC (sf)

JMAC Master Resecuritization Trust I Series 2009-B
Series      2009-B
                               Rating
Class      CUSIP       To                   From
2-A        46633WAB3   NR                   AAA (sf)
50-A       46633WCB1   NR                   A (sf)
22-A       46633WAX5   NR                   AAA (sf)
45-A       46633WBW6   NR                   AAA (sf)
42-A       46633WBT3   NR                   AAA (sf)
43-A       46633WBU0   NR                   AAA (sf)
44-A       46633WBV8   NR                   AAA (sf)
26-A       46633WBB2   NR                   AAA (sf)
49-A       46633WCA3   NR                   AA (sf)
19-A       46633WAU1   NR                   AAA (sf)

MASTR Resecuritization Trust 2008-2
Series      2008-2
                               Rating
Class      CUSIP       To                   From
A-1        55292GAA3   B- (sf)              BB (sf)

Morgan Stanley Re-REMIC Trust 2010-R4
Series      2010-R4
                               Rating
Class      CUSIP       To                   From
3-A        61759FAK7   BB+ (sf)             AA (sf)
3-A1       61759FAL5   A (sf)               AAA (sf)
3-A2       61759FAM3   BB+ (sf)             AA (sf)

Morgan Stanley Re-REMIC Trust 2010-R6
Series      2010-R6
                               Rating
Class      CUSIP       To                   From
4-A1       61759NAP9   NR                   AAA (sf)
3-A2       61759NAM6   A+ (sf)              AAA (sf)
3-A        61759NAK0   A+ (sf)              AAA (sf)

RATINGS AFFIRMED

Jefferies Resecuritization Trust 2009-R1
Series      2009-R1
Class      CUSIP       Rating
2-A3       47232CAL8   BB (sf)
4-A3       47232CAS3   AAA (sf)
4-A1       47232CAG9   AAA (sf)
1-A4       47232CBA1   B- (sf)
5-A5       47232CAX2   B+ (sf)
5-A3       47232CAV6   AAA (sf)
2-A1       47232CAC8   AAA (sf)
3-A1       47232CAE4   AAA (sf)
3-A4       47232CAQ7   AAA (sf)
2-A2       47232CAD6   CC (sf)
1-A3       47232CAZ7   AA- (sf)
2-A4       47232CAM6   BB- (sf)
3-A2       47232CAF1   CCC (sf)
5-A1       47232CAJ3   AAA (sf)
3-A3       47232CAP9   AAA (sf)
1-A2       47232CAB0   B- (sf)
1-A1       47232CAA2   AAA (sf)
2-A5       47232CAN4   CC (sf)
5-A4       47232CAW4   AAA (sf)
3-A5       47232CAR5   CCC (sf)

JMAC Master Resecuritization Trust I Series 2009-B
Series      2009-B
Class      CUSIP       Rating
23-A       46633WAY3   AAA (sf)
15-A       46633WAQ0   A (sf)
39-A       46633WBQ9   AAA (sf)
17-A       46633WAS6   AAA (sf)
10-A       46633WAK3   AAA (sf)
31-A       46633WBG1   AAA (sf)
12-A       46633WAM9   AAA (sf)
48-A       46633WBZ9   AAA (sf)
27-A       46633WBC0   AA (sf)
14-A       46633WAP2   AAA (sf)
6-A        46633WAF4   AAA (sf)
47-A       46633WBY2   AAA (sf)
25-A       46633WBA4   AAA (sf)
36-A       46633WBM8   AAA (sf)
8-A        46633WAH0   AAA (sf)
41-A       46633WBS5   AAA (sf)
37-A       46633WBN6   AAA (sf)
9-A        46633WAJ6   AAA (sf)
33-A       46633WBJ5   AAA (sf)
40-A       46633WBR7   AAA (sf)
46-A       46633WBX4   A (sf)
30-A       46633WBF3   AA (sf)
34-A       46633WBK2   AA (sf)
18-A       46633WAT4   AAA (sf)
1-A        46633WAA5   BB (sf)
32-A       46633WBH9   AA (sf)
16-A       46633WAR8   AA (sf)
5-A        46633WAE7   AAA (sf)
11-A       46633WAL1   AA (sf)
4-A        46633WAD9   AAA (sf)
35-A       46633WBL0   AAA (sf)
20-A       46633WAV9   AAA (sf)
13-A       46633WAN7   AAA (sf)
29-A       46633WBE6   A (sf)
38-A       46633WBP1   AA (sf)
3-A        46633WAC1   AAA (sf)
21-A       46633WAW7   AAA (sf)
28-A       46633WBD8   AAA (sf)

Morgan Stanley Re-REMIC Trust 2010-R4
Series      2010-R4
Class      CUSIP       Rating
4-A4       61759FAT8   BBB (sf)
2-A1       61759FAG6   AAA (sf)
4-A2       61759FAR2   AA (sf)
1-A        61759FAA9   AAA (sf)
1-A2       61759FAC5   AAA (sf)
4-A        61759FAP6   BBB (sf)
2-A3       61759FAW1   A (sf)
1-B        61759FAD3   BBB (sf)
4-A3       61759FAS0   A (sf)
2-A        61759FAF8   A (sf)
4-A1       61759FAQ4   AAA (sf)
2-A2       61759FAH4   AA (sf)

Morgan Stanley Re-REMIC Trust 2010-R6
Series      2010-R6
Class      CUSIP       Rating
2-A        61759NAD6   AAA (sf)
2-A2       61759NAF1   AAA (sf)
3-A1       61759NAL8   AAA (sf)
2-A3       61759NAG9   AAA (sf)
1-A2       61759NAC8   AAA (sf)
2-A4       61759NAH7   AAA (sf)
1-A        61759NAA2   AAA (sf)
4-A        61759NAN4   AAA (sf)
2-A1       61759NAE4   AAA (sf)
2-A5       61759NAJ3   AAA (sf)
1-A1       61759NAB0   AAA (sf)
4-A2       61759NAQ7   AAA (sf)

Picard Funding 1 Limited
Series      1
Class      CUSIP       Rating
E          71952XAE6   A (sf)
H          71952XAH9   BBB (sf)
I          71952XAJ5   BBB- (sf)
G          71952XAG1   BBB+ (sf)
K          71952XAL0   BB (sf)
M          71952XAN6   B (sf)
L          71952XAM8   BB- (sf)
B          71952XAB2   AA (sf)
J          71952XAK2   BB+ (sf)
A          71952XAA4   AAA (sf)
F          71952XAF3   A- (sf)
D          71952XAD8   A+ (sf)
C          71952XAC0   AA- (sf)

WaMu Mortgage Pass-Through Certificates, Series 2003-XSF1 Trust
Series      2003-XSF1
Class      CUSIP       Rating
1-A        92922FAA6   AAA (sf)
1-X        92922FAB4   AAA (sf)
2-A        92922FAC2   AAA (sf)
2-B        92922FAD0   AAA (sf)
2-X        92922FAF5   AAA (sf)
3-A        92922FAG3   AAA (sf)
3-X        92922FAH1   AAA (sf)
4-A        92922FAJ7   AAA (sf)
4-X        92922FAK4   AAA (sf)
5-A        92922FAL2   AAA (sf)
5-B        92922FAM0   AAA (sf)
5-C        92922FAN8   AAA (sf)
5-X        92922FAP3   AAA (sf)
6-A        92922FAQ1   AAA (sf)
6-X        92922FAR9   AAA (sf)


* S&P Lowers Ratings on 46 Classes From 31 US RMBS Transactions
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 46
classes from 31 U.S. residential mortgage-backed securities (RMBS)
transactions issued between 1997 and 2011. "Concurrently, we
raised our ratings on 78 classes from 55 of the reviewed
transactions. Furthermore, we affirmed our ratings on 616 classes
from 122 of the reviewed transactions. We also withdrew our
ratings on five classes from four transactions," S&P said.

The complete ratings list is available for free at:

       http://bankrupt.com/misc/S&P_0727_RMBS_List.pdf

The 130 RMBS transactions in this review are backed by various
types of mortgage loan collateral. For Springleaf Mortgage Loan
Trust 2011-1, the underlying collateral is consists of seasoned
subprime loans that were originated predominantly in 2007.

"In accordance with our published criteria, these rating actions
reflect our view of the recent performance of the collateral
backing these transactions, our current projected losses, the
timing of the projected defaults and losses, and the projected
credit support to cover those losses. The actions also reflect our
view of structural features, such as cross collateralization,
payment allocations, and super-senior/subordinate senior
relationships," S&P said.

"The downgrades reflect our belief that projected credit
enhancement for the affected classes will be insufficient to cover
the projected losses we applied at the applicable rating stresses.
In addition, we lowered our ratings on five classes from four of
the transactions based on our interest shortfall criteria. These
classes can be identified in the ratings list by an asterisk and
accompanying footnote," S&P said.

"Among other factors, the upgrades reflect our view of decreased
delinquencies within the structures associated with the affected
classes. The decreased delinquencies have reduced remaining
projected losses for these structures, allowing these classes to
withstand more stressful scenarios. The upgrades to 'B- (sf)', 'B
(sf)', and 'BB (sf)' from 'CCC (sf)' or 'CC (sf)' reflect our
opinion that we no longer expect these classes to default based on
the credit enhancement available to cover our projected losses. In
addition, each upgrade reflects our assessment that the projected
credit enhancement for each affected class will be more than
sufficient to cover projected losses at the revised rating levels.
However, we are limiting the extent of the upgrades to reflect our
view of ongoing market risk," S&P said.

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

"We withdrew our ratings on three classes as these classes are
backed by a pool with a small number of remaining loans. If any of
the remaining loans default, the resulting loss could have a
greater effect on the pool's performance than if the pool
consisted of a larger number of loans. Because this performance
volatility may have an adverse effect on our outstanding ratings,
we withdrew our ratings on the related transactions. We also
withdrew our ratings on two classes from two of the reviewed
transactions because the classes have been paid in full," S&P
said.

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

"Based on our criteria, the rating on a bond insured class is
dependent on the higher of (i) the rating on the respective bond
insurer and (ii) the rating on the class without giving benefit to
the bond insurance."

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com


* S&P Lowers Ratings on 113 Classes From 17 RMBS Prime Jumbo Deals
------------------------------------------------------------------
Standard & Poor's Ratings Services reviewed 42 U.S. residential
mortgage-backed securities (RMBS) transactions and lowered its
ratings on 113 classes from 17 of these transactions. "In
addition, we affirmed our ratings on 149 classes from 21 of the
reviewed transactions. We also withdrew our ratings on 114
additional classes: 103 due to the small number of loans in the
related mortgage pools and 11 because they have been paid in
full," S&P said.

The complete rating list is available for free at: to upload

        http://bankrupt.com/misc/S&P_RMBS_RA_07_30_12.pdf

The 42 RMBS transactions included in this review are backed by
prime jumbo mortgage loan collateral and were issued between 1992
and 2007. Subordination provides credit support for these
transactions.

"In accordance with our published criteria, these rating actions
reflect our view of the recent performance of the collateral
backing these transactions, our current projected losses, the
timing of the projected defaults and losses, and the projected
credit support to cover those losses. The actions also reflect our
view of structural features, such as cross collateralization,
payment allocations, and super-senior/subordinate senior
relationships," S&P said.

"The downgrades reflect our belief that projected credit
enhancement for the affected classes will be insufficient to cover
the projected losses we applied at the previous rating stresses
but will be sufficient to cover projected losses associated with
the new rating levels," S&P said.

"The affirmations reflect our belief that projected credit
enhancement available for these classes will be sufficient to
cover projected losses associated with these rating levels," S&P
said.

"We withdrew our ratings on 103 classes that are backed by pools
with a small number of remaining loans. If any of the remaining
loans in these pools default, the resulting loss could have a
greater effect on the pool's performance than if the pool
consisted of a larger number of loans. Because this performance
volatility may have an adverse effect on our outstanding ratings,
we withdrew our ratings on the related transaction structures. We
withdrew our ratings on 11 other classes that have been paid in
full," S&P said.

"Classes rated 'CCC (sf)' and 'CC (sf)' reflect our assessment
that the credit enhancement for these classes will be insufficient
to cover projected losses," S&P said.

"In order to maintain a 'B (sf)' rating on a class from a prime
jumbo transaction, we assessed whether, in our view, a class could
absorb the remaining base-case loss assumptions we used in our
analysis. In order to maintain a rating higher than 'B (sf)', we
assessed whether a class could withstand losses exceeding the
base-case loss assumptions at a percentage specific to each rating
category, up to 235% of remaining losses for an 'AAA (sf)' rating.
For example, in general, we would assess whether one class could
withstand approximately 127% of our remaining base-case loss
assumption to maintain a 'BB (sf)' rating, while we would assess
whether a different class could withstand approximately 154% of
our remaining base-case loss assumption to maintain a 'BBB (sf)'
rating," 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


* S&P Withdraws Ratings on 29 Note Classes From 11 CDO Deals
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 29
classes of notes from 11 collateralized debt obligation (CDO)
transactions.

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

ACA CLO 2005-1 Ltd. is a cash flow CDO transaction backed by
corporate loans (CLO). The transaction paid the class  A-1L, A-2L,
A-3L, B-1L, and B-2L notes down in full on the July 16, 2012,
optional redemption payment date, from outstanding balances of
$179.21 million, $18.00 million, $19.00 million, $16.50 million,
and $8.00 million.

Ares IX CLO Ltd. is a cash flow CLO transaction, which paid the
class  A-1-A, A-1-B, A-1-C, A-2, B, C, D-1, and D-2 notes down in
full on the July 20, 2012, optional redemption payment date, from
outstanding balances of $67.18 million, $0.86 million, $18.75
million, $10.46 million, $12.00 million, $33.00 million, $39.00
million, and $3.00 million.

Field Point I Ltd. is a cash flow CLO transaction, which paid the
class A-1 and A-2 notes down in full on the June 21, 2012, payment
date, from outstanding balances of $41.07 million and $34.81
million.

Forest Creek CLO Ltd. is a cash flow CLO transaction, which paid
the class A-3L notes down in full on the July 10, 2012, payment
date, from outstanding balance of $1.57 million.

Grand Horn CLO Ltd. is a cash flow CLO transaction, which paid the
class  A, B, C, D and E notes down in full on the July 12, 2012,
optional redemption payment date, from outstanding balances of
$56.99 million, $28.50 million, $27.50 million, $20.25 million,
and $19.00 million.

Landmark VII CDO Ltd. is a cash flow CLO transaction, which paid
the class X notes down in full on the July 16, 2012, payment date,
from outstanding balance of $0.25 million.

Primus CLO I Ltd. is a cash flow CLO transaction, which paid the
class A-1-A notes down in full on the July 16, 2012, payment date,
from outstanding balance of $182.25 million.

Southport CLO, Ltd. is a cash flow CLO transaction, which paid the
class A-2 notes down in full on the July 16, 2012, payment date,
from outstanding balance of $10.12 million.

TCW Select Loan Fund Ltd. is a cash flow CLO transaction, which
paid the class composite notes down in full on the April 10, 2012,
payment date, when the class D-2 notes backing the composite note
paid down from an outstanding balance of $2.27 million.

Union Square CDO Ltd. is a cash flow CLO transaction, which paid
the class A-2, B, and C notes down in full on the July 16, 2012,
optional redemption payment date, from outstanding balances of
$33.63 million, $18.75 million, and $16.00 million.

Vinacasa CLO Ltd. is a cash flow CLO transaction, which paid the
class A1 notes down in full on the July 16, 2012, payment date,
from outstanding balance of $1.36 million.

RATINGS WITHDRAWN

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

Ares IX CLO Ltd.
                            Rating
Class               To                  From
A-1-A               NR                  AAA (sf)
A-1-B               NR                  AAA (sf)
A-1-C               NR                  AAA (sf)
A-2                 NR                  AAA (sf)
B                   NR                  AA+ (sf)/Watch Pos
C                   NR                  A+ (sf)/Watch Pos
D-1                 NR                  BB+ (sf)/Watch Pos
D-2                 NR                  BB+ (sf)/Watch Pos

Field Point I Ltd.
                            Rating
Class               To                  From
A-1                 NR                  AA- (sf)
A-2                 NR                  AA- (sf)

Forest Creek CLO Ltd.
                            Rating
Class               To                  From
A-3L                NR                  AAA (sf)

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


Landmark VII CDO Ltd.
                            Rating
Class               To                  From
X                   NR                  AAA (sf)

Primus CLO I Ltd.
                            Rating
Class               To                  From
A-1-A               NR                  AAA (sf)

Southport CLO, Ltd.
                            Rating
Class               To                  From
A-2                 NR                  AAA (sf)

TCW Select Loan Fund Ltd.
                            Rating
Class               To                  From
Composite           NR                  B+ (sf)/Watch Pos

Union Square CDO Ltd.
                            Rating
Class               To                  From
A-2                 NR                  AAA (sf)
B                   NR                  BBB+ (sf)
C                   NR                  B+ (sf)

Vinacasa CLO Ltd.
                            Rating
Class               To                  From
A1                  NR                  AAA (sf)

NR-Not rated.




                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
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