TCR_Public/120916.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, September 16, 2012, Vol. 16, No. 258

                            Headlines

AAMES MORTGAGE: Moody's Lifts Rating on One RMBS Tranche to 'Caa3'
ABCLO 2007-1: S&P Hikes Rating on Class D Notes to 'B+'; Off Watch
AIRCRAFT FINANCE: S&P Lowers Rating on Class A-1 Notes to 'CCC'
ATRIUM IV: S&P Raises Ratings on 2 Note Classes to 'BB'
AVALON CAPITAL 3: S&P Affirms 'BB+' Rating on Class D Def Notes

BABSON CLO 2012-I: S&P Affirms 'BB' Rating on Class D Notes
BAMLL COMMERCIAL: Moody's Assigns (P)Ba3 Ratings to 2 Cert Classes
BEAR STEARNS 2005-AQ2: Moody's Lifts Rating on 1 Tranche to 'Caa3'
BEAR STEARNS 2007-TOP28: Expected Losses Cue Fitch to Cut Ratings
BRAZOS STUDENT: Fitch Holds Rating on S. B-1 Debentures at 'BBsf'

CAPLEASE CDO 205-1: Moody's Affirms 'Caa1' Rating on Class E Notes
CHASE MORTGAGE 2005-S1: Moody's Cuts 1 RMBS Tranche Rating to 'C'
CIFC FUNDING 206-1: Moody's Lifts Rating on Cl. B-2L Notes to Ba2
CPS AUTO 2012-C: Moody's Assigns '(P)B1' Rating to Class E Notes
CPS AUTO 2012-C: S&P Rates $5.8-Mil. Class E Fixed Notes 'B+'

CUMBERLAND II: S&P Raises Rating on Class C Notes From 'BB+'
DORAL CLO II: S&P Rates $21 Million Class D Deferrable Notes 'BB'
ENCORE CREDIT: Moody's Lifts Rating on One RMBS Tranche to 'Caa3'
EXETER AUTOMOBILE 2012-2: S&P Gives 'BB' Rating on Class D Notes
FAIRWAY LOAN: Moody's Raises Rating on Class B-2L Notes to 'Ba2'

FRASER SULLIVAN VII: S&P Affirms 'BB' Rating on Class D Notes
FREMONT HOME: Moody's Confirms 'Ca' Rating on One RMBS Tranche
GSAA HOME 2007-H1: Moody's Cuts Rating on 2 RMBS Tranches to 'Ca'
HEWETT'S ISLAND II: S&P Raises Rating on Class C Notes From 'BB+'
HIGHBRIDGE LOAN 2012-1: S&P Rates Class E Deferrable Notes 'B'

ING IM 2012-1: S&P Affirms 'B' Rating on Class E Deferrable Notes
ITIGROUP COMMERCIAL: Moody's Rates Class F Certificates '(P)B2'
JASPER CLO: Moody's Raises Rating on Class 1 Notes From 'Ba1'
LAND O'LAKES: Moody's Reviews Ba1 Securities Rating for Downgrade
LANDMARK VI: S&P Raises Rating on Class E Notes to 'B'; Off Watch

LIBERTY CLO: Moody's Raises Rating on Class C Notes to 'B2'
MAGNETITE VI: S&P Rates $18 Million Class E Deferrable Notes 'BB'
MAREA CLO: Moody's Assigns '(P)Ba3' Rating to $18MM Class E Notes
MAREA CLO: S&P Rates $18-Mil. Class E Deferrable Notes 'BB'
MARQUETTE PARK: S&P Affirms 'B+' Rating on Class D Notes

MORGAN STANLEY 2007-HE3: Moody's Cuts Rating on A-2a Tranche to Ca
MORGAN STANLEY 2007-HQ13: Fitch Affirms 'D' Rating on $2.9MM Notes
NELNET STUDENT: Moody's Cuts Rating on Sub. Note Classes to 'Ba2'
NEWCASTLE IX1: Moody's Raises Rating on Class H Notes to 'Caa2'
NUCO2 FUNDING: Fitch Affirms 'BB' Rating on $75 Million Notes

OWNIT MORTGAGE 2006-C5: Moody's Cuts 1 RMBS Tranche Rating to Ca
PARK PLACE: Moody's Raises Ratings on Two Tranches to 'Caa3'
PHH MORTGAGE 28-CIM1: Moody's Cuts Rating on One Tranche to 'Caa2'
SECURITIZED ASSET: Moody's Cuts Rating on Two Tranches to 'Ca'
SHACKLETON I: S&P Rates $20-Mil. Class E Deferrable Notes 'BB'

* Moody's Says Canadian High-Yield Bonds Offer Better Protection
* S&P Withdraws Ratings on 43 Classes From 31 CMBS Transactions
* S&P Keeps 'D' Ratings on 93 Classes From Green Tree ABS Deals
* S&P Keeps 'D' Ratings on 46 Classes From 24 Oakwood ABS Deals


                            *********


AAMES MORTGAGE: Moody's Lifts Rating on One RMBS Tranche to 'Caa3'
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of four
tranches and confirmed the rating of one tranche from two deals
issued by Aames trusts. The collateral backing the transactions
are subprime residential mortgages.

Complete rating actions are as follows:

Issuer: Aames Mortgage Investment Trust 2005-2

Cl. M3, Upgraded to Ba1 (sf); previously on May 30, 2012 Ba2 (sf)
Placed Under Review for Possible Upgrade

Cl. M4, Upgraded to Caa2 (sf); previously on May 30, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

Issuer: Aames Mortgage Investment Trust 2005-4

Cl. M1, Confirmed at A3 (sf); previously on May 30, 2012 A3 (sf)
Placed Under Review for Possible Upgrade

Cl. M2, Upgraded to B1 (sf); previously on May 30, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. M3, Upgraded to Caa3 (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 above RMBS approach only applies to structures with at least
40 loans and a pool factor of greater than 5%. Moody's can
withdraw its rating when the pool factor drops below 5% and the
number of loans in the deal declines to 40 loans or lower. If,
however, a transaction has a specific structural feature, such as
a credit enhancement floor, that mitigates the risks of small pool
size, Moody's can choose to continue to rate the transaction.

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.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF297213

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


ABCLO 2007-1: S&P Hikes Rating on Class D Notes to 'B+'; Off Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1b, A-2, B, C, and D notes from ABCLO 2007-1 Ltd., a U.S.
collateralized loan obligation (CLO) managed by AllianceBernstein
L.P. "Simultaneously, we affirmed our rating on the class A-1a
notes, and we removed our ratings on all classes of notes from
CreditWatch, where we placed them with positive implications on
June 18, 2012," S&P said.

"The upgrades reflect improving credit support, primarily due to a
marginal increase in collateral available to support the rated
notes, and an improvement in the credit quality of the underlying
assets since our February 2011 rating actions. The rating
affirmation reflects sufficient credit enhancement at the current
rating level," S&P said.

"According to the Aug. 6, 2012, trustee report, the transaction
held zero defaulted assets, down from $1.40 million noted in the
Jan. 7, 2011, trustee report, which we used for our February 2011
rating actions," S&P said.

"Similarly, the amount of 'CCC' rated collateral held in the
transaction's underlying portfolio declined during this period.
According to the August 2012 trustee report, the transaction held
$11.68 million in 'CCC' rated collateral, down from $14.09 million
noted in the January 2011 trustee report," S&P said.

"Also, the collateral balance--designated by a combination of
principal proceeds and total par value of the collateral pool--
backing the rated liabilities has increased $4.11 million since
January 2011," S&P said.

"Additional improvements in the transaction over the same time
period include an increase in the class A, B, C, and D
overcollateralization (O/C) ratio tests and a 0.44% increase in
the weighted average spread," S&P said.

"Standard & Poor's notes that the transaction is currently passing
its diversion test -- which is the class D O/C ratio measured at a
higher level (than the class D O/C test) in the interest section
of the waterfall. The transaction is structured such that if it
fails this test, the lesser of 60.00% of the available interest
proceeds and the amount necessary to cure the test either will be
added to the principal collection account or used to pay down the
class D notes. During the reinvestment period, which is scheduled
to end July 2013, the transaction will deposit this amount into
the principal collection account as principal proceeds. The
collateral manager may reinvest this amount into additional
collateral. After the reinvestment period, the transaction will
use this amount to pay the principal on the class D notes. The
transaction has not failed this test since the February 2011
rating actions. According to the August 2012 trustee report, the
diversion test result was 104.84%, compared with a required
minimum of 101.90%," 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

ABCLO 2007-1 Ltd.
                       Rating
Class              To           From
A-1a               AA+ (sf)     AA+ (sf)/Watch Pos
A-1b               AA+ (sf)     AA (sf)/Watch Pos
A-2                AA (sf)      AA- (sf)/Watch Pos
B                  A (sf)       BBB+ (sf)/Watch Pos
C                  BBB- (sf)    BB+ (sf)/Watch Pos
D                  B+ (sf)      CCC+ (sf)/Watch Pos


AIRCRAFT FINANCE: S&P Lowers Rating on Class A-1 Notes to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Aircraft
Finance Trust's (AFT's) class A-1 notes to 'CCC (sf)' from 'B-
(sf)' and affirmed its 'B- (sf)' rating on the class A-2 notes
from the same transaction. The notes are collateralized primarily
by the lease revenue and sales proceeds from a portfolio of
commercial aircraft.

"The downgrade on the class A-1 notes reflects our view regarding
the reported ongoing value declines in aircraft collateral, the
rise in the class A-1 notes' loan-to-value ratio, and the aircraft
collateral's reduced ability to generate lease revenue," S&P said.

"The affirmation on the class A-2 notes reflects our view
regarding the class A-2 notes' probability of full payment based
on the effect of the principal allocation mechanism between
classes A-1 and A-2," S&P said.

"Per the Aug. 15, 2012, payment date report, the collateral
backing AFT's notes consisted of 25 aircraft: 11 Boeing 737-300,
five Airbus 320-200, four Boeing 737-400, three Boeing 767-300ER,
one Airbus 310-300, and one McDonnell Douglas-83. The aircraft are
predominantly old vintage, less fuel-efficient models, which have
unfavorable leasing prospect. Four planes are off-lease and the
remaining 21 planes are leased to 16 lessees in 14 countries. The
top five lessees, as measured by the aircraft's appraised value,
represent approximately 50% of the collateral. As of the Dec. 31,
2011, appraisal (the lower of mean and medium of appraised half-
life base value from three appraisers), the aircraft collateral
totaled $312 million," S&P said.

"Since our last rating action on April 13, 2010, we had rated both
the class A-1 and A-2 notes at the same level ('B-(sf)') because
we believed that the class A-2 notes did not have a higher
likelihood than the class A-1 notes of being paid in full by the
May 15, 2024, legal maturity date. However, our view has changed
as the class A-1 and A-2 notes have further amortized down in the
last two years," S&P said.

"As of the Aug. 15, 2012, payment date, the class A-1 notes had a
principal balance of $388.4 million (down from $500 million in
April 2010) and the class A-2 notes had a principal balance of
$0.79 million (down from $41.7 million in March 2010). Currently,
the principal allocation between the class A-1 and A-2 notes is
based on the extended pool factors defined in the transaction
documents. The targeted principal payment amount on the class A-1
and A-2 notes, is calculated as the difference between the class'
outstanding principal balance, the product of the class' extended
pool factor, and the class' original principal balance. The
extended pool factor is 71.76% for the class A-1 notes and zero
for the class A-2 notes in August 2012. The targeted principal
payment amount on the class A-2 notes equals its outstanding
balance as a result of its zero extended pool factor. If the
collection account in a future payment period has available cash
amount (from lease rental and sales proceeds) that is equal to or
greater than the sum of the class A-1 and A-2 notes' targeted
principal payment amounts in this period, the class A-2 notes
would be paid in full while the class A-1 notes would still be
outstanding. Therefore we believe that the class A-2 notes have
a relatively higher probability of being paid in full compared
with the class A-1 notes. Given the class A-1 notes' high loan-to-
value ratio (124%) and its significant outstanding amount, we view
the probability that the class A-1 notes will be re-paid in full
is very low," S&P said.

The first collection account, which supports the class A-1 and A-2
notes' interest payments, was fully replenished in the amount of
$25 million on the Aug. 15, 2012, payment date.

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 ' included in this
credit rating report are available at:

          http://standardandpoorsdisclosure-17g7.com

RATING LOWERED
Aircraft Finance Trust

               Rating
Class       To         From
A-1         CCC (sf)   B- (sf)

RATING AFFIRMED
Aircraft Finance Trust

Class       Rating
A-2         B- (sf)


ATRIUM IV: S&P Raises Ratings on 2 Note Classes to 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services raised and removed from
CreditWatch with positive implications its ratings on the class A-
1a, A-1b, A-2, A-3, B, C, D-1, and D-2 notes from Atrium IV, a
collateralized loan obligation (CLO) transaction managed by CSFB
Alternative Capital Inc.

"The rating actions follow our performance review of the
transaction and primarily reflect $141.6 million in paydowns on
the class A-1a, A-1b, and A-2 notes, to 70% of their original
balances. The paydowns have led to a significant increase (6% on
average) in overcollateralization (O/C) available to support the
notes since our February 2011 rating actions, when we raised our
ratings on all classes of notes," S&P said.

"In addition, the amount of defaulted obligations held in the
transaction's underlying portfolio declined during this period. As
of July 2012, the transaction held $13.4 million in defaulted
assets, down from $16.5 million in defaulted assets in the Dec.
2010, trustee report, which we referenced for our February 2011
rating actions. We also have observed that assets with ratings
in the 'CCC' range have decreased to $33.2 million, down from
$50.2 million as of December 2010. Another positive factor in our
analysis includes the increase of the weighted-average spread as
the asset profile changes as a result of amortization," S&P said.

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Atrium IV
                              Rating
Class                   To           From
A-1a                    AAA (sf)     AA+/Watch Pos (sf)
A-1b                    AAA (sf)     AA+/Watch Pos (sf)
A-2                     AAA (sf)     AA+/Watch Pos (sf)
A-3                     AA+ (sf)     AA-/Watch Pos (sf)
B                       A+ (sf)      BBB+/Watch Pos (sf)
C                       BBB- (sf)    BB+/Watch Pos (sf)
D-1                     BB (sf)      B+/Watch Pos (sf)
D-2                     BB (sf)      B+/Watch Pos (sf)


AVALON CAPITAL 3: S&P Affirms 'BB+' Rating on Class D Def Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2 Var Fu, B, and C Def notes from Avalon Capital Ltd. 3, a
U.S. collateralized loan obligation (CLO) transaction managed by
INVESCO Senior Secured Management Inc. "At the same time, we
affirmed our rating on the class D Def notes. Concurrently, we
removed each of the five ratings from CreditWatch with positive
implications, where we placed them on June 18, 2012," S&P said.

"The upgrades mainly reflect paydowns to the class A-1 and A-2 Var
Fu notes, which are paid pro-rata. Subsequently, the credit
enhancement available to support the notes improved since February
2011, when we upgraded all of the notes. Since that time, the
transaction has paid down the class A-1 and A-2 Var Fu notes by a
total of approximately $177.4 million, reducing their outstanding
note balances to 58.70% of their original balances at issuance,"
S&P said.

S&P said the upgrades reflect an improvement in the
overcollateralization (O/C) available to support the notes,
primarily due to the. The trustee reported the following O/C
ratios in the August 2012 monthly report:

    The class A/B O/C ratio was 131.16%, compared with a reported
    ratio of 121.86% in January 2011;

    The class C O/C ratio was 116.56%, compared with a reported
    ratio of 112.37% in January 2011; and

    The class D O/C ratio was 106.91%, compared with a reported
    ratio of 105.69% in January 2011.

"We affirmed our rating on the class D Def notes to reflect the
credit support available 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

Avalon Capital Ltd. 3
                   Rating
Class         To           From
A-1           AAA (sf)     AA+ (sf)/Watch Pos
A-2 Var Fu    AAA (sf)     AA+ (sf)/Watch Pos
B             AA+ (sf)     AA (sf)/Watch Pos
C Def         A- (sf)      BBB+ (sf)/Watch Pos
D Def         BB+ (sf)     BB+ (sf)/Watch Pos

TRANSACTION INFORMATION
Issuer:             Avalon Capital Ltd. 3
Coissuer:           Avalon Capital LLC 3
Collateral manager: INVESCO Senior Secured Management Inc.
Underwriter:        Lehman Brothers Inc.
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CDO


BABSON CLO 2012-I: S&P Affirms 'BB' Rating on Class D Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Babson
CLO Ltd. 2012-I/Babson CLO 2012-I LLC's $321.70 million floating-
rate notes following the transaction's effective date as of July
10, 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
Babson CLO Ltd. 2012-I/Babson CLO 2012-I LLC

Class                    Rating        Amount (mil. $)
A-1                      AAA (sf)               233.50
A-2                      AA (sf)                 27.20
B (deferrable)           A (sf)                  31.00
C (deferrable)           BBB (sf)                18.00
D (deferrable)           BB (sf)                 12.00


BAMLL COMMERCIAL: Moody's Assigns (P)Ba3 Ratings to 2 Cert Classes
------------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
eight classes of CMBS securities, issued by BAMLL Commercial
Mortgage Securities Trust 2012-CLRN, Commercial Mortgage Pass-
Through Certificates, Series 2012-CLRN.

Class A Certificate, Assigned (P)Aaa (sf)

Class X-1A* Certificate, Assigned (P)Aaa (sf)

Class B Certificate, Assigned (P)Aa2 (sf)

Class C Certificate, Assigned (P)A2 (sf)

Class D Certificate, Assigned (P)Baa1 (sf)

Class E Certificate, Assigned (P)Baa3 (sf)

Class F Certificate, Assigned (P)Ba3 (sf)

Class X-2A* Certificate, Assigned (P)Ba3 (sf)

*Interest Only Classes

RATINGS RATIONALE

The Certificates are collateralized by a single loan backed by
first lien commercial mortgage related to 47 extended stay hotel
properties.  The ratings are based on the collateral and the
structure of the transaction.

Moody's rating approach for securities backed by a single loan
compares the credit risk inherent in the underlying properties
with the credit protection offered by the structure. The
structure's credit enhancement is quantified by the maximum
deterioration in property value that the securities are able to
withstand under various stress scenarios without causing an
increase in the expected loss for various rating levels. In
assigning single borrower ratings Moody's also considers a range
of qualitative issues as well as the transaction's
structural and legal aspects.

The credit risk of the loan is determined primarily by two
factors: 1) Moody's assessment of the probability of default,
which is largely driven by the DSCR, and 2) Moody's assessment of
the severity of loss in the event of default, which is largely
driven by the LTV of the underlying loan. Moody's Trust LTV Ratio
is 75.3%, and has been assigned a bottom dollar credit assessment
of Ba3 by Moody's. Moody's Total LTV ratio (inclusive of mezzanine
financing) of 112.3% is also considered when analyzing various
stress scenarios for the rated debt.

The Moody's Trust Stressed DSCR at a 9.25% constant is 1.54X and
the Moody's Total Stressed DSCR (inclusive of mezzanine financing)
is 1.03X.

The loan is solely collateralized by extended-stay hotel
properties that are cross-collateralized and cross-defaulted. In
assessing the benefit due to "crossing" for this transaction,
Moody's examined underlying diversity that resulted from asset
pooling. Moody's considered the Herfindahl score of the portfolio
by allocated loan amounts, as well as the diversity of property
locations. The properties underlying the loan are geographically
diverse and benefit from a Herfindahl score of 26. However,
significant correlations exist due to pooling within a single
property type. Lodging properties are more correlated than
properties of other commercial real estate sectors. Moody's expect
the underlying property performance to be more correlated than
most single borrower, multi-property transactions previously rated
by Moody's.

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

Moody's analysis employs the excel-based Large Loan Model v.8.4
which derives credit enhancement level based on an adjusted loan
level proceeds derived from Moody's loan level LTV ratio. Major
adjustments to determining proceeds include leverage, loan
structure, property type, sponsorship and diversity. Moody's
analysis also uses the CMBS IO calculator version 1.0 which
references the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology.

The V Score for this transaction is assessed as Medium, the same
as the V score assigned to the U.S. Single Borrower CMBS sector.
This reflects typical volatility with respect to the critical
assumptions used in the rating process as well as an average
disclosure of securitization collateral and ongoing performance.
Moody's believes that strong organizational documents at the SPE
level serve as a significant deterrent against SPE bankruptcy
filings, although certain provisions within these documents have
not been tested in court.

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

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 15%, or 25%, the model-indicated rating for the currently
rated Aaa classes would be Aa1, Aa2, or A1, respectively.
Parameter Sensitivities are not intended to measure how the rating
of the security might migrate over time; rather they are designed
to provide a quantitative calculation of how the initial rating
might change if key input parameters used in the initial rating
process differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.


BEAR STEARNS 2005-AQ2: Moody's Lifts Rating on 1 Tranche to 'Caa3'
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on one
tranche, upgraded the ratings on two tranches and confirmed the
ratings on 14 tranches from nine subprime RMBS transactions issued
by Bear Stearns.

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AQ2

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

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-EC1

Cl. M-1, Upgraded to Ba2 (sf); previously on May 30, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

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

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE12

Cl. I-A-2, Confirmed at A2 (sf); previously on May 30, 2012 A2
(sf) Placed Under Review for Possible Upgrade

Cl. I-A-3, Confirmed at Baa2 (sf); previously on May 30, 2012 Baa2
(sf) Placed Under Review for Possible Upgrade

Cl. M-1, Confirmed at B3 (sf); previously on May 30, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

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

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE3

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

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE5

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

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE1

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

Cl. I-A-3, Confirmed at Baa3 (sf); previously on May 30, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

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

Cl. II-A-3, Confirmed at Baa2 (sf); previously on May 30, 2012
Baa2 (sf) Placed Under Review for Possible Upgrade

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE2

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

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE5

Cl. I-A-1, Downgraded to Ba1 (sf); previously on May 21, 2010
Downgraded to Baa2 (sf)

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

Issuer: Bear Stearns Structured Products Trust 2007-EMX1

Cl. A-2, 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/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
views 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 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 8.1% in August 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 .

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF297038

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


BEAR STEARNS 2007-TOP28: Expected Losses Cue Fitch to Cut Ratings
-----------------------------------------------------------------
Fitch Ratings has downgraded eight classes of Bear Stearns
Commercial Mortgage Securities Trust's commercial mortgage pass-
through certificates, series 2007-TOP28.

The downgrades reflect an increase in Fitch expected losses. Fitch
modeled losses of 5.96% of the original pool balance (including
losses incurred to date).  There are currently eight specially
serviced loans (3%).  Fitch affirmed the A-M class at 'AAA'.  The
Negative Outlooks reflect the high Fitch loan-to-values (LTVs) on
several of the larger loans in the pool.

As of the August 2012 distribution date, the pool's aggregate
principal balance has been reduced by 8.53% (including 0.73% of
realized losses) to $1.61 billion from $1.76 billion at issuance.
No loans are defeased.  Interest shortfalls are affecting classes
K and P.

The largest contributor to modeled losses is a loan (2.8%) backed
by a 384,898-square foot (sf) retail property located in
Biddeford, ME.  Lowe's is the largest tenant (43%) and went dark
in October 2011.  The tenant is continuing to pay rent under the
lease, which expires in October 2026.  The borrower is currently
facilitating the final stages of negotiations for a sub-lease with
another tenant.

The second-largest contributor to modeled losses (1.5%) is a
223,761-sf retail property located in Independence, MO. Occupancy
has decreased from 92% at origination to 70% as of December 2011.
The decrease in performance is attributable to the vacancies
caused by Stein Mart and Linen 'N Things.  At issuance, these
tenants accounted for 31% of net rentable area (NRA).  Thomasville
Home Furnishings (5.3% of NRA) has gone dark but is still paying
rent.  Bed, Bath & Beyond and Buy Buy Baby (combined 27.4% of NRA)
both opened for business at the property in September 2011.

Fitch downgrades the following classes:

  -- $114.5 million class A-J to 'BBBsf' from 'Asf'; Outlook
     Stable;
  -- $30.8 million class B to 'BBsf' from 'BBB-sf'; Outlook
     Stable;
  -- $15.4 million class H to 'CCsf' from 'CCCsf'; RE 0%;
  -- $2.2 million class J to 'CCsf' from 'CCCsf'; RE 0%;
  -- $2.2 million class K to 'CCsf' from 'CCCsf'; RE 0%;
  -- $2.2 million class L to 'Csf' from 'CCCsf'; RE 0%;
  -- $4.4 million class M to 'Csf' from 'CCsf'; RE 0%;
  -- $4.4 million class N to 'Csf' from 'CCsf'; RE 0%.

In addition, Fitch affirms the following classes:

  -- $25 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $79.8 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $76.4 million class A-AB at 'AAAsf'; Outlook Stable;
  -- $841.7 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $125.4 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $176.1 million class A-M at 'AAAsf'; Outlook Stable;
  -- $15.4 million class C at 'BBsf'; Outlook to Negative from
     Stable;
  -- $28.6 million class D at 'Bsf'; Outlook to Negative from
     Stable;
  -- $22 million class E at 'CCCsf'; RE 35%;
  -- $17.6 million class F at 'CCCsf'; RE 0%;
  -- $19.8 million class G at 'CCCsf'; RE 0%;
  -- $2.2 million class O at 'Csf'; RE 0%.

Class A-1 has paid in full.  Fitch does not rate class P.  The
ratings on classes X-1 and X-2 were previously withdrawn.


BRAZOS STUDENT: Fitch Holds Rating on S. B-1 Debentures at 'BBsf'
-----------------------------------------------------------------
Fitch Ratings affirms the 'AAAsf' ratings on the senior notes and
the 'BBsf' ratings on the subordinate notes issued by Brazos
Student Finance Corp. - 2003 Indenture Trust.  The Negative
Outlook is maintained on the senior notes and the Outlook on the
subordinate notes is revised to Stable from Positive.

The affirmations of the senior and subordinate notes are based on
sufficient level of enhancement in the trust, consisting of any
combination of subordination, overcollateralization, and projected
minimum excess spread to cover the applicable risk factor
stresses.  The collateral consists of approximately 81.3% FFELP
loans and 18.7% private student loans.

The Negative Outlook on the senior notes is tied to the outlook on
the U.S. sovereign rating.  The revision to a Stable Outlook on
the subordinate notes is primarily due to the trust's ability to
continue to generate positive excess spread to build total parity
up to its cash release level of 103%.  Over the past year, total
parity has increased from 101.70% to 102.29%.

For the portion of each trust that is backed by private student
loans, Fitch conducted a review of the collateral performance that
involved the calculation of loss coverage multiples based on the
most recent data.  A projected net loss amount was compared to
available credit enhancement to determine the loss multiples.
Fitch used proxy historical vintage loss data to form a loss
timing curve.  After giving credit for seasoning of loans in
repayment, Fitch applied the current cumulative gross loss level
to this loss timing curve to derive the expected gross losses over
the remaining life for each trust.  A recovery rate was applied,
which was determined to be appropriate based on the latest data
provided by the issuer.  In addition, Fitch assumed excess spread
to be the lesser of the current annualized excess spread; the
average historical excess spread; and the most recent 12-month
average excess spread, and applied that same rate over the
remaining life.

Fitch has taken the following rating actions:

Brazos Student Finance Corp. Amended and Restated 2003 Indenture
Trust

  -- Series 2003 A-3 affirmed at 'AAAsf'; Outlook Negative;
  -- Series 2003 A-4 affirmed at 'AAAsf'; Outlook Negative;
  -- Series 2003 B-1 affirmed at 'BBsf'; Outlook to Stable from
     Positive.


CAPLEASE CDO 205-1: Moody's Affirms 'Caa1' Rating on Class E Notes
------------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of all classes
of Notes issued by CapLease CDO 2005-1, Ltd. The affirmations are
due to key transaction parameters performing within levels
commensurate with the existing ratings levels. The rating action
is the result of Moody's on-going surveillance of commercial real
estate collateralized debt obligation and collateralized loan
obligation (CRE CDO CLO) transactions.

Moody's rating action is as follows:

Cl. A, Affirmed at Aa2 (sf); previously on Dec 1, 2010 Downgraded
to Aa2 (sf)

Cl. B, Affirmed at Baa1 (sf); previously on Dec 1, 2010 Downgraded
to Baa1 (sf)

Cl. C, Affirmed at Ba2 (sf); previously on Oct 19, 2011 Downgraded
to Ba2 (sf)

Cl. D, Affirmed at B3 (sf); previously on Oct 19, 2011 Downgraded
to B3 (sf)

Cl. E, Affirmed at Caa1 (sf); previously on Oct 19, 2011
Downgraded to Caa1 (sf)

RATINGS RATIONALE

CapLease CDO 2005-1, Ltd. is a static (the reinvestment period
ended in October 2009) cash CRE CDO transaction backed by a
portfolio of credit tenant lease (CTL) loans/ corporate credit
notes (CCN) (77.0%) and commercial mortgage backed securities
(CMBS) (23.0%). As of the July 30, 2012 payment date, the
aggregate Note balance of the transaction, including Preferred
Shares, has decreased to $163.5 million from $300.0 million at
issuance, with the most of paydown directed to the Class A Notes,
as a result of principal repayment of collateral. Currently, the
transaction is over-collateralized by $2.6 million and passing all
par value tests.

There is one CMBS asset with par balance of $4.0 million (2.4% of
the current pool balance) that is considered defaulted security as
of the July 30, 2012 payment date, the same as at last review.
Moody's does expect significant loss to occur from the defaulted
security once it are realized.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has updated credit 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 1,730 compared to 1,627 at last review. The current
distribution of Moody's rated collateral and assessments for non-
Moody's rated collateral is as follows: Aaa-Aa3 (10.8% compared to
9.8% at last review), A1-A3 (5.6% compared to 9.7% at last
review), Baa1-Baa3 (52.1% compared to 47.7% at last review), Ba1-
Ba3 (5.9% compared to 8.1% at last review), B1-B3 (3.6% compared
to 9.6% at last review), and Caa1-Ca/C (22.0% compared to 15.1% 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 7.3 years, compared
to 7.8 years at last review.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed 35.3%
WARR, compared to 36.2% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 6.2%, compared to 9.5% at last review.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDO
rating models, which was released on March 22, 2012.

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. In general, the rated Notes are particularly
sensitive to rating changes within the collateral pool. Holding
all other key parameters static, changing all collaterals' ratings
or credit assessments by one notch downward or by one notch
upward, would result in modeled rating movement on the rated notes
of 1 to 4 notches downward and 0 to 3 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. Commercial real estate property values
are continuing to move in a positive direction along with a rise
in investment activity and stabilization in core property type
performance. Limited new construction and moderate job growth have
aided this improvement. However, a consistent upward trend will
not be evident until the volume of investment activity steadily
increases for a significant period, non-performing properties are
cleared from the pipeline, and fears of a Euro area recession are
abated.

The hotel sector is performing strongly with eight straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Slow recovery in the office sector continues with
minimal additions to supply. However, office demand is closely
tied to employment, where growth remains slow and employers are
considering decreases in the leased space per employee. Also,
primary urban markets are outperforming secondary suburban
markets. Performance in the retail sector continues to be mixed
with retail rents declining for the past four years, weak demand
for new space and lackluster sales driven by discounting and
promotions. However, rising wages and reduced unemployment, along
with increased consumer confidence, is helping to spur consumer
spending resulting in increased sales. Across all property
sectors, the availability of debt capital continues to improve
with robust securitization activity of commercial real estate
loans supported by a monetary policy of low interest rates.

Moody's central global macroeconomic scenario maintains its
forecast of relatively robust growth in the US and an expectation
of a mild recession in the euro area for 2012. Downside risks
remain significant, and elevated downside risks and their
materialization could pose a serious threat to the outlook. Major
downside risks include: a deeper than expected recession in the
euro area; the potential for a hard landing in major emerging
markets; an oil supply shock; and material fiscal tightening in
the US given recent political gridlock. Healthy but below-trend
growth in GDP is expected through the rest of this year and next
with risks trending to the downside.

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. Please
see the Credit Policy page on www.moodys.com for a copy of these
methodologies.


CHASE MORTGAGE 2005-S1: Moody's Cuts 1 RMBS Tranche Rating to 'C'
-----------------------------------------------------------------
Moody's Investors Service has downgraded 65 tranches and upgraded
three tranches from six RMBS transactions issued by Chase Mortgage
Finance Trust. The collateral backing these deals primarily
consists of first-lien, fixed and adjustable-rate prime Jumbo
residential mortgages. The actions impact approximately $1.2
billion of RMBS issued from 2005 to 2007.

Complete rating actions are as follows:

Issuer: Chase Mortgage Finance Trust Series 2007-A1

Cl. 1-A1, Downgraded to A1 (sf); previously on May 30, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A2, Downgraded to Caa2 (sf); previously on May 26, 2010
Confirmed at B3 (sf)

Cl. 1-A3, Downgraded to Ba1 (sf); previously on May 30, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A4, Downgraded to Caa2 (sf); previously on May 30, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A5, Downgraded to B2 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A1, Downgraded to Ba1 (sf); previously on May 30, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A2, Downgraded to Caa2 (sf); previously on May 30, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A3, Downgraded to B2 (sf); previously on Jul 15, 2011
Downgraded to Ba2 (sf)

Cl. 3-A1, Downgraded to B2 (sf); previously on May 26, 2010
Confirmed at B1 (sf)

Cl. 4-A1, Downgraded to B2 (sf); previously on Jul 15, 2011
Downgraded to B1 (sf)

Cl. 5-A1, Downgraded to B2 (sf); previously on May 26, 2010
Downgraded to B1 (sf)

Cl. 7-A1, Downgraded to B2 (sf); previously on Jul 15, 2011
Downgraded to B1 (sf)

Cl. 8-A1, Downgraded to Baa2 (sf); previously on May 30, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 8-A2, Downgraded to Caa3 (sf); previously on May 26, 2010
Upgraded to Caa2 (sf)

Cl. 9-A1, Downgraded to Ba3 (sf); previously on May 30, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 9-A2, Downgraded to Ca (sf); previously on Jul 15, 2011
Downgraded to Caa3 (sf)

Cl. 13-A1, Downgraded to Caa1 (sf); previously on May 26, 2010
Confirmed at B3 (sf)

Issuer: Chase Mortgage Finance Trust Series 2007-S1

Cl. A-1, Downgraded to Caa1 (sf); previously on May 30, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Cl. A-2, Downgraded to Caa1 (sf); previously on May 30, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. A-3, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. A-4, Downgraded to Caa1 (sf); previously on May 30, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Cl. A-10, Downgraded to Caa2 (sf); previously on May 26, 2010
Confirmed at B3 (sf)

Cl. A-13, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B3 (sf)

Cl. A-X, Downgraded to Caa1 (sf); previously on May 26, 2010
Downgraded to B2 (sf)

Cl. A-P, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Issuer: Chase Mortgage Finance Trust, Series 2005-S1

Cl. 1-A1, Downgraded to B3 (sf); previously on May 26, 2010
Downgraded to Ba3 (sf)

Cl. 1-A2, Downgraded to Ca (sf); previously on May 30, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A3, Downgraded to Ba3 (sf); previously on May 26, 2010
Downgraded to Ba2 (sf)

Cl. 1-A4, Downgraded to Caa1 (sf); previously on May 26, 2010
Downgraded to B1 (sf)

Cl. A-P, Downgraded to B2 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A5, Downgraded to B2 (sf); previously on May 26, 2010
Downgraded to Ba3 (sf)

Cl. 1-A7, Downgraded to B2 (sf); previously on May 26, 2010
Downgraded to Ba3 (sf)

Cl. 1-A9, Downgraded to B2 (sf); previously on May 26, 2010
Downgraded to Ba3 (sf)

Cl. 1-A10, Downgraded to B2 (sf); previously on May 26, 2010
Downgraded to Ba2 (sf)

Cl. 1-A11, Downgraded to B3 (sf); previously on May 26, 2010
Downgraded to B1 (sf)

Cl. 1-A12, Downgraded to C (sf); previously on May 30, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A18, Downgraded to Ca (sf); previously on May 30, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. I-A13, Downgraded to Caa1 (sf); previously on May 26, 2010
Downgraded to B1 (sf)

Cl. I-A14, Downgraded to Caa1 (sf); previously on May 26, 2010
Downgraded to B1 (sf)

Cl. I-A15, Downgraded to Caa1 (sf); previously on May 26, 2010
Downgraded to B1 (sf)

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

Cl. 2-A1, Downgraded to B2 (sf); previously on May 26, 2010
Downgraded to Ba2 (sf)

Cl. 2-A2, Downgraded to B2 (sf); previously on May 26, 2010
Downgraded to Ba2 (sf)

Cl. 2-A3, Downgraded to B2 (sf); previously on May 26, 2010
Downgraded to Ba2 (sf)

Cl. 1-A8, Upgraded to A1 (sf); previously on May 30, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Issuer: Chase Mortgage Finance Trust, Series 2005-S2

Cl. A-1, Downgraded to B3 (sf); previously on May 26, 2010
Downgraded to B1 (sf)

Cl. A-3, Downgraded to B2 (sf); previously on May 26, 2010
Downgraded to B1 (sf)

Cl. A-4, Downgraded to B3 (sf); previously on May 26, 2010
Downgraded to B2 (sf)

Cl. A-6, Downgraded to B2 (sf); previously on May 26, 2010
Downgraded to B1 (sf)

Cl. A-7, Downgraded to B3 (sf); previously on May 26, 2010
Downgraded to B1 (sf)

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

Cl. A-9, Downgraded to Caa1 (sf); previously on May 26, 2010
Downgraded to B2 (sf)

Cl. A-10, Downgraded to B2 (sf); previously on May 26, 2010
Downgraded to B1 (sf)

Cl. A-11, Downgraded to B2 (sf); previously on May 26, 2010
Downgraded to B1 (sf)

Cl. A-12, Downgraded to B2 (sf); previously on May 26, 2010
Downgraded to B1 (sf)

Cl. A-15, Downgraded to B3 (sf); previously on May 26, 2010
Downgraded to B2 (sf)

Cl. A-16, Downgraded to Caa1 (sf); previously on May 26, 2010
Downgraded to B2 (sf)

Cl. A-17, Downgraded to B2 (sf); previously on May 26, 2010
Downgraded to B1 (sf)

Cl. A-26, Downgraded to B3 (sf); previously on May 26, 2010
Downgraded to B2 (sf)

Cl. A-27, Downgraded to Caa1 (sf); previously on May 26, 2010
Downgraded to B2 (sf)

Cl. A-28, Downgraded to B2 (sf); previously on May 26, 2010
Downgraded to B1 (sf)

Cl. A-29, Downgraded to Caa1 (sf); previously on May 26, 2010
Downgraded to B3 (sf)

Cl. A-P, Downgraded to Caa1 (sf); previously on May 26, 2010
Downgraded to B1 (sf)

Cl. A-5, Upgraded to Baa1 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Issuer: Chase Mortgage Finance Trust, Series 2005-S3

Cl. A-P, Downgraded to Caa1 (sf); previously on May 26, 2010
Downgraded to B2 (sf)

Cl. A-7, Upgraded to B1 (sf); previously on May 26, 2010
Downgraded to B3 (sf)

Issuer: Chase Mortgage Finance Trust, Series 2006-A1

Cl. 2-A1, Downgraded to Caa2 (sf); previously on May 30, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A1, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B3 (sf)

RATINGS RATIONALE

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

The rating action consists of a number of downgrades. 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 and 2) small pool volatility

Loan Modifications

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

Small Pool Volatility

The above RMBS approach only applies to structures with at least
40 loans and 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_SF296992

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


CIFC FUNDING 206-1: Moody's Lifts Rating on Cl. B-2L Notes to Ba2
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by CIFC Funding 2006-1, Ltd.:

U.S.$100,000,000 Class A-1LR Variable Funding Notes Due October
20, 2020, Upgraded to Aaa (sf); previously on October 24, 2011
Upgraded to Aa1 (sf);

U.S.$293,000,000 Class A-1L Floating Rate Notes Due October 20,
2020, Upgraded to Aaa (sf); previously on October 24, 2011
Upgraded to Aa1 (sf);

U.S.$26,500,000 Class A-2L Floating Rate Notes Due October 20,
2020, Upgraded to Aa1 (sf); previously on October 24, 2011
Upgraded to A1 (sf);

U.S.$30,500,000 Class A-3L Floating Rate Notes Due October 20,
2020, Upgraded to A2 (sf); previously on October 24, 2011 Upgraded
to Baa2 (sf);

U.S.$20,000,000 Class B-1L Floating Rate Notes Due October 20,
2020, Upgraded to Baa3 (sf); previously on October 24, 2011
Upgraded to Ba1 (sf);

U.S.$23,000,000 Class B-2L Floating Rate Notes Due October 20,
2020 (current outstanding balance of $21,966,922), Upgraded to Ba2
(sf); previously on October 24, 2011 Upgraded to Ba3 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in October 2012. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive buffer
relative to certain covenant requirements. In particular, the deal
is assumed to benefit from lower WARF and higher spread and
diversity levels compared to the levels assumed at the last rating
action in October 2011. Moody's also notes that the transaction's
reported overcollateralization ratios are stable since the last
rating action.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $517.7 million,
defaulted par of $5.0 million, a weighted average default
probability of 20.93% (implying a WARF of 3040), a weighted
average recovery rate upon default of 50.04%, and a diversity
score of 83. 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.

CIFC Funding 2006-1, Ltd., issued in August 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans with small exposure to loans of middle market
issuers.

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

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

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

Moody's Adjusted WARF -- 20% (2432)

Class A-1LR: 0
Class A-1L: 0
Class A-2L: +1
Class A-3L: +2
Class B-1L: +2
Class B-2L: +1

Moody's Adjusted WARF + 20% (3648)

Class A-1LR: 0
Class A-1L: 0
Class A-2L: -2
Class A-3L: -2
Class B-1L: -1
Class B-2L: -1

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

Sources of additional performance uncertainties are described
below:

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

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

3) Exposure to credit estimates: The deal is exposed to a small
number of securities whose default probabilities are assessed
through credit estimates. In the event that Moody's is not
provided the necessary information to update the credit estimates
in a timely fashion, the transaction may be impacted by any
default probability stresses Moody's may assume in lieu of updated
credit estimates.


CPS AUTO 2012-C: Moody's Assigns '(P)B1' Rating to Class E Notes
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to the
notes to be issued by CPS Auto Receivables Trust 2012-C. This is
the third senior/subordinated transaction of the year for Consumer
Portfolio Services, Inc. (CPS).

The complete rating actions are as follows:

Issuer: CPS Auto Receivables Trust 2012-C

Class A Notes, rated (P) A2 (sf);

Class B Notes, rated (P) A2 (sf);

Class C Notes, rated (P) Baa2(sf);

Class D Notes, rated (P) Ba2 (sf);

Class E Notes, rated (P) B1 (sf);

RATINGS RATIONALE

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

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

Moody's median cumulative net loss expectation for the underlying
pool is 13.5%. The loss expectation was based on an analysis of
CPS' portfolio vintage performance as well as performance of past
securitizations, and current expectations for future economic
conditions.

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

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

Moody's Parameter Sensitivities: If the net loss used in
determining the initial rating were changed to 23%, 27% or 30%,
the initial model output for the Class A notes might change from
A2 to A3, Baa3, and Ba3, respectively. If the net loss used in
determining the initial rating were changed to 18.5%, 19% or 23%,
the initial model output for the Class B notes might change from
A2 to Ba1, Ba2, and B3, respectively. If the net loss used in
determining the initial rating were changed to 14.5%, 16%, or 18%,
the initial model output for the Class C notes might change from
Baa2 to Ba1, Ba2, and B2, respectively. If the net loss used in
determining the initial rating were changed to 14%,16% or 17%, the
initial model output for the Class D notes might change from Ba2
to B1, B3 and determining the initial rating were changed to 14.5%,16% or 18%,
the initial model output for the Class E notes might change from
B1 to
Parameter Sensitivities are not intended to measure how the rating
of the security might migrate over time, rather they are designed
to provide a quantitative calculation of how the initial rating
might change if key input parameters used in the initial rating
process differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.


CPS AUTO 2012-C: S&P Rates $5.8-Mil. Class E Fixed Notes 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CPS Auto Receivables Trust 2012-C's $147.0 million
asset-backed notes.

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

"The preliminary ratings are based on information as of Sept. 10,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings," S&P said.

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

-- The availability of approximately 39.6%, 34.4%, 27.1%, 20.9%,
    and 20.5% of credit support for the Class A, B, C, D, and E
    notes based on stressed cash flow scenarios (including excess
    spread). "These credit support levels provide coverage of
    3.0x, 2.3x, 1.75x, 1.5x, and 1.15x our 12.50-13.00% expected
    cumulative net loss (CNL) range for the Class A, B, C, D ,and
    E notes," S&P said.

-- The expectation that, under a moderate stress scenario of
    1.75x our expected net loss level, the ratings on the Class A
    notes will not decline by more than one rating category during
    the first year, and the ratings on the Class B and C notes
    will not decline by more than two categories during the first
    year, all else being equal. This is consistent with S&P's
    credit stability criteria, which outlines the outer bound of
    credit deterioration equal to a one-category downgrade within
    the first year for 'AA (sf)' rated securities as well as a
    two-category downgrade within the first year for 'A (sf)',
    'BBB  (sf)', and 'BB (sf)' rated securities.

-- The credit enhancement underlying each of the preliminary
    rated notes, which is in the form of subordination,
    overcollateralization, a reserve account, and excess spread
    for the Class A, B, C, D and E notes.

-- The timely interest and principal payments made to the
    preliminary rated notes under our stressed cash flow modeling
    scenarios, which we believe are appropriate for the assigned
    preliminary ratings.

-- The collateral characteristics of the subprime automobile
    loans securitized in this transaction.

-- 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 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 ' included in this
credit rating report are available at:

          http://standardandpoorsdisclosure-17g7.com

PRELIMINARY RATINGS ASSIGNED
CPS Auto Receivables Trust 2012-C

Class       Rating       Type            Interest        Amount
                                            rate         (Mil. $)
A           AA- (sf)     Senior          Fixed           11.720
B           A (sf)       Subordinate     Fixed           13.230
C           BBB (sf)     Subordinate     Fixed            8.820
D           BB (sf)      Subordinate     Fixed            7.350
E           B+ (sf)      Subordinate     Fixed            5.880


CUMBERLAND II: S&P Raises Rating on Class C Notes From 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised and removed from
CreditWatch positive its ratings on three classes of notes from
Cumberland II CLO Ltd., a collateralized loan obligation (CLO)
transaction managed by Commercial Industrial Finance Corp.

"The actions on the three classes of notes reflect the paydowns to
the class A notes and the increase in the overcollateralization
(O/C) levels since the last rating action in November 2011. Since
the October 2011 trustee report, the transaction has exited its
reinvestment period and the class A note has paid down $130.71
million to 52% of its original balance while the class A O/C ratio
has increased to 148.81% from 125.53%. The balance of defaulted
assets has decreased to $2.67 million from $4.07 million in
October 2011, while the balance of 'CCC' rated assets decreased to
$15.88 million from $20.15 million," S&P said.

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

               STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Cumberland II CLO Ltd

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


DORAL CLO II: S&P Rates $21 Million Class D Deferrable Notes 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Doral
CLO II Ltd./Doral CLO II Inc.'s $368.50 million floating-rate
notes following the transaction's effective date as of July 26,
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
Doral CLO II Ltd./Doral CLO II Inc.

Class                Rating      Amount (mil. $)
A-1                  AAA (sf)             269.50
A-2                  AA (sf)               27.00
B (deferrable)       A (sf)                34.50
C (deferrable)       BBB (sf)              16.50
D (deferrable)       BB (sf)               21.00
Subordinated notes   NR                    47.96

NR-Not rated.


ENCORE CREDIT: Moody's Lifts Rating on One RMBS Tranche to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two tranches
and confirmed the ratings of two tranches from two deals issued by
Encore trusts. The collateral backing the transactions are
subprime residential mortgages.

Complete rating actions are as follows:

Issuer: Encore Credit Receivables Trust 2005-1

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

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

Issuer: Encore Credit Receivables Trust 2005-2

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

Cl. M-3, Upgraded to Caa3 (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 above RMBS approach only applies to structures with at least
40 loans and a pool factor of greater than 5%. Moody's can
withdraw its rating when the pool factor drops below 5% and the
number of loans in the deal declines to 40 loans or lower. If,
however, a transaction has a specific structural feature, such as
a credit enhancement floor, that mitigates the risks of small pool
size, Moody's can choose to continue to rate the transaction.

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 8.1% in August 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.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF297212

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


EXETER AUTOMOBILE 2012-2: S&P Gives 'BB' Rating on Class D Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Exeter Automobile Receivables Trust 2012-2's $300
automobile receivables-backed notes.

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

The preliminary ratings are based on information as of Sept. 10,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

-  The availability of approximately 45.2%, 38.1%, 29.3%, and
    23.2% credit support for the class A, B, C, and D notes based
    on stressed cash flow scenarios (including excess spread),
    which provide coverage of more than 2.8x, 2.3x, 1.75x, and
    1.4x S&P's 14.50%-15.50% expected cumulative net loss.

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

-  S&P's expectation that under a moderate ('BBB') stress
    scenario, all else being equal, our ratings on the class A and
    B notes would remain within one rating category of its
    preliminary 'AA (sf)' and 'A (sf)' ratings during the first
    year; and its ratings on the class C and D notes would remain
    within two rating categories of our preliminary 'BBB (sf)' and
    'BB (sf)' ratings, respectively. These potential rating
    movements are consistent with S&P's credit stability criteria,
    which outline the outer bound of credit deterioration as a
    one-category downgrade within the first year for 'AA' rated
    securities and a two-category downgrade within the first year
    for 'A' through 'BB' rated securities under the moderate
    stress conditions.

-  The servicer's experienced management team, which has an
    average of more than 16 years' experience in the auto finance
    industry.

-  S&P's analysis of four-and-a-half years of static pool data on
    Exeter Finance Corp.'s (Exeter's) lending programs.

-  The fact that Exeter is not yet profitable, has a relatively
    short performance history (4.5 years) compared to its peers,
    and has been growing its portfolio very rapidly.

-  The transaction's payment/credit enhancement and legal
    structures.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com/954.pdf

PRELIMINARY RATINGS ASSIGNED
Exeter Automobile Receivables Trust 2012-2

Class     Rating      Type            Interest          Amount
                                      rate         (mil. $)(i)
A         AA (sf)     Senior          Fixed             215.00
B         A (sf)      Subordinate     Fixed              36.00
C         BBB (sf)    Subordinate     Fixed              31.00
D         BB (sf)     Subordinate     Fixed              18.00

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


FAIRWAY LOAN: Moody's Raises Rating on Class B-2L Notes to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Fairway Loan Funding Company:

U.S.$52,000,000 Class A-2L Notes Due October 17, 2018, Upgraded to
Aa1 (sf); previously on August 26, 2011 Upgraded to A1 (sf);

U.S.$49,000,000 Class A-3L Notes Due October 17, 2018, Upgraded to
A2 (sf); previously on August 26, 2011 Upgraded to Baa1 (sf);

U.S.$32,000,000 Class B-1L Notes Due October 17, 2018, Upgraded to
Baa3 (sf); previously on August 26, 2011 Upgraded to Ba1 (sf);

U.S.$32,000,000 Class B-2L Notes Due October 17, 2018, Upgraded to
Ba2 (sf); previously on August 26, 2011 Upgraded to B1 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in October 2012. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive buffer
relative to certain covenant requirements. In particular, the deal
is assumed to benefit from lower WARF and higher spread levels
compared to the levels assumed at the last rating action in August
2011. Moody's also notes that the transaction's reported
overcollateralization ratios are stable since the last rating
action.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $736.9 million,
defaulted par of $2 million, a weighted average default
probability of 17.61% (implying a WARF of 2667), a weighted
average recovery rate upon default of 51.11%, and a diversity
score of 59. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Fairway Loan Funding Company, issued in July 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

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

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

Moody's Adjusted WARF -- 20% (2134)

Class X: 0

Class A-1L: 0

Class A-1LV: 0

Class A-2L: +1

Class A-3L: +3

Class B-1L: +3

Class B-2L: +1

Moody's Adjusted WARF + 20% (3201)

Class X: 0

Class A-1L: 0

Class A-1LV: 0

Class A-2L: -1

Class A-3L: -1

Class B-1L: -1

Class B-2L: -1

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

Sources of additional performance uncertainties are described
below:

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

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

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.


FRASER SULLIVAN VII: S&P Affirms 'BB' Rating on Class D Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Fraser
Sullivan CLO VII Ltd./Fraser Sullivan CLO VII Corp.'s $406.00
million floating-rate notes following the transaction's effective
date as of July 18, 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
Fraser Sullivan CLO VII Ltd./Fraser Sullivan CLO VII Corp.

Class                   Rating        Amount (mil. $)
A-1                     AAA (sf)               273.50
A-2                     AA (sf)                 53.50
B (deferrable)          A (sf)                  39.00
C (deferrable)          BBB (sf)                21.00
D (deferrable)          BB (sf)                 19.00
Subordinated notes      NR                      52.65

NR-Not rated.


FREMONT HOME: Moody's Confirms 'Ca' Rating on One RMBS Tranche
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on five
tranches, and confirmed the ratings on five tranches from four
subprime RMBS transactions issued by Fremont. The collateral
backing these transactions are subprime residential mortgage
loans.

Complete rating actions are as follows:

Issuer: Fremont Home Loan Trust 2005-B

Cl. M3, Confirmed at A3 (sf); previously on May 30, 2012 A3 (sf)
Placed Under Review for Possible Upgrade

Cl. M4, Confirmed at B2 (sf); previously on May 30, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Cl. M5, Confirmed at Ca (sf); previously on May 30, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Issuer: Fremont Home Loan Trust 2005-D

Cl. 1-A-1, Confirmed at Baa3 (sf); previously on May 30, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-3, Downgraded to B1 (sf); previously on Jul 18, 2011
Downgraded to Ba3 (sf)

Issuer: Fremont Home Loan Trust 2005-E

Cl. 1-A-1, Downgraded to B3 (sf); previously on Apr 29, 2010
Downgraded to Ba3 (sf)

Cl. 2-A-3, Downgraded to B3 (sf); previously on Apr 29, 2010
Downgraded to Ba3 (sf)

Cl. 2-A-4, Confirmed at Caa3 (sf); previously on May 30, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

Issuer: Fremont Home Loan Trust 2006-2

Cl. I-A-1, Downgraded to B2 (sf); previously on Apr 29, 2010
Downgraded to Ba3 (sf)

Cl. II-A-2, Downgraded to Baa3 (sf); previously on May 30, 2012 A2
(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 downgrades in the rating action
are a result of deteriorating performance and/or structural
features resulting in higher expected losses for certain bonds
than previously anticipated.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and "2005 -- 2008 US RMBS Surveillance Methodology"
published in July 2011.

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

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

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in April 2011 to 8.1% in August 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_SF297109

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


GSAA HOME 2007-H1: Moody's Cuts Rating on 2 RMBS Tranches to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on four
tranches, upgraded the ratings on two tranches and confirmed the
ratings on two tranches from four subprime RMBS transactions
issued by Goldman Sachs. The collateral backing these transactions
are subprime residential mortgage loans.

Complete rating actions are as follows:

Issuer: GSAA Home Equity Trust 2005-2

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

Issuer: GSAA Home Equity Trust 2006-2

Cl. 1A1, Upgraded to B3 (sf); previously on May 30, 2012 Caa2 (sf)
Placed Under Review for Possible Upgrade

Cl. 2A2, Confirmed at Baa2 (sf); previously on May 30, 2012 Baa2
(sf) Placed Under Review for Possible Upgrade

Cl. 2A4, Upgraded to Caa3 (sf); previously on May 30, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Issuer: GSAMP Trust 2006-FM3

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

Issuer: GSAMP Trust 2007-H1

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

Cl. A-1B, Downgraded to Ca (sf); previously on Sep 17, 2010
Downgraded to Caa3 (sf)

Cl. A-2B, Downgraded to Ca (sf); previously on Sep 17, 2010
Downgraded to Caa3 (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/downgrades in the rating
action are a result of improving/deteriorating performance and/or
structural features resulting in lower/higher expected losses for
certain bonds than previously anticipated.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and "2005 -- 2008 US RMBS Surveillance Methodology"
published in July 2011.

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

Loan Modifications

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

Small Pool Volatility

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

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

To project losses on subprime pools with fewer than 100 loans,
Moody's first calculates an annualized delinquency rate based on
vintage, number of loans remaining in the pool and the level of
current delinquencies in the pool. For subprime pools, Moody's
first applies a baseline delinquency rate of 10% for 2005, 19% for
2006 and 21% for 2007. Once the loan count in a pool falls below
76, this rate of delinquency is increased by 1% for every loan
fewer than 76. For example, for a 2005 pool with 75 loans, the
adjusted rate of new delinquency is 10.1%. Further, to account for
the actual rate of delinquencies in a small pool, Moody's
multiplies the rate calculated above by a factor ranging from 0.80
to 1.8 for current delinquencies that range from 10% to greater
than 50% respectively. Moody's then uses this final adjusted rate
of new delinquency to project delinquencies and losses for the
remaining life of the pool under the approach described in the
methodology publication

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

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in April 2011 to 8.1% in August 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_SF297062

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


HEWETT'S ISLAND II: S&P Raises Rating on Class C Notes From 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2A, A-2B, B-1A, B-1B, B-2, and C notes from Hewett's Island CLO
II Ltd., a collateralized loan obligation (CLO) transaction
managed by CypressTree Investment Management Co. "At the same
time, we affirmed the ratings on the class A-1 and D notes and
removed our ratings on the A-2A, A-2B, B-1A, and B-1B notes from
CreditWatch, where we placed them with positive implications on
June 18, 2012," S&P said.

"Hewett's Island CLO II Ltd. ended its reinvestment period in
December 2010. The A-1 notes have paid down more than $81 million
since our October 2011 rating actions and currently have a balance
of $52.81 million, 20.71% of their original notional balance," S&P
said.

"The B-1A and B-1B notes in this transaction receive a fixed
amount of $333,333 pro rata from the interest waterfall. In the
event that the interest proceeds are not sufficient to make this
payment, the transaction may use principal proceeds to pay this
amount. As a result, the B-1A and B-1B notes have paid down $1
million since our last review, and the notes' current balances are
at 3.33% of their original note balances," S&P said.

The D class notes receive 15% of available interest proceeds
before the transaction makes any payment to equityholders. To
date, the transaction has paid the class D notes down to 77.26% of
their original balance.

"Due to the large paydowns to the A-1 notes, the
overcollateralization ratios (O/C) have improved significantly,
especially at the senior O/C levels. According to the July 31,
2012, monthly report, the class A-2B O/C was at 153.83%, about 27%
more than the 126.09% noted in the Sept. 30, 2011, report, which
we used for our October 2011 rating actions," S&P said.

"The amount of defaulted securities held in the transaction's
portfolio total approximately $5.27 million, slightly more than
the $4 million noted in September 2011. The transaction now has
two assets that are treated as defaulted, compared with one at the
time of the October 2011 rating actions," S&P said.

"Although the credit quality of the collateral has not changed
significantly, the paydowns have increased the level of credit
support to the tranches, leading us to upgrade classes A-2A, A-2B,
B-1A, B-1B, B-2, and C. The ratings of the class C and D notes are
constrained at 'BBB+ (sf)' and 'CCC- (sf)', respectively, by the
top obligor test," 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

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

RATING AFFIRMATIONS

Hewett's Island CLO II Ltd.
Class     Rating
A-1       AAA (sf)
D         CCC- (sf)

TRANSACTION INFORMATION
Issuer:             Hewett's Island CLO II Ltd.
Coissuer:           Hewett's Island CLO II Corp.
Collateral manager: CypressTree Investment Management Co.
Trustee:            Deutsche Bank Trust Co.
Transaction type:   Cash flow CLO


HIGHBRIDGE LOAN 2012-1: S&P Rates Class E Deferrable Notes 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Highbridge Loan Management 2012-1 Ltd./Highbridge Loan Management
2012-1 LLC's $283.25 million floating-rate notes.

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

The ratings reflect S&P's view of:

-- The asset manager's experience: Highbridge Loan Management
    2012-1 Ltd. will be Highbridge Principal Strategies LLC's
    (Highbridge's) first collateralized loan obligation (CLO)
    transaction. However, Highbridge is experienced in managing
    investment vehicles that focus on debt securities, and the
    specific team of individuals that will be managing this
    transaction has previous experience managing CLOs.

-- 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 comprises
    primarily broadly syndicated speculative-grade senior secured
    term loans.

-- The asset manager's experienced management team.

-- S&P's projections regarding the timely interest and ultimate
    principal payments on the rated notes, which it assessed using
    its cash flow analysis and assumptions commensurate with the
    assigned ratings under various interest-rate scenarios,
    including LIBOR ranging from 0.34%-13.84%.

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

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

         STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The 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
Highbridge Loan Management 2012-1 Ltd./
Highbridge Loan Management 2012-1 LLC

Class                   Rating            Amount
                                        (mil. $)
A-1                     AAA (sf)          200.00
A-2                     AA (sf)            27.50
B (deferrable)          A (sf)             23.00
C (deferrable)          BBB (sf)           13.50
D (deferrable)          BB (sf)            12.25
E (deferrable)          B (sf)              7.00


ING IM 2012-1: S&P Affirms 'B' Rating on Class E Deferrable Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services  affirmed its ratings on ING IM
CLO 2012-1 Ltd./ING IM CLO 2012-1 LLC's $326.50 million floating-
rate notes following the transaction's effective date as of
July 24, 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

ING IM CLO 2012-1 Ltd./ING IM CLO 2012-1 LLC
Class                        Rating          Amount
                                           (mil. $)
A-1                          AAA (sf)        227.00
A-2                          AA (sf)          32.50
B (deferrable)               A (sf)           27.75
C (deferrable)               BBB (sf)         16.25
D (deferrable)               BB (sf)          14.00
E (deferrable)               B (sf)            9.00


ITIGROUP COMMERCIAL: Moody's Rates Class F Certificates '(P)B2'
---------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
thirteen classes of CMBS securities, issued by Citigroup
Commercial Mortgage Trust 2012-GC8, Commercial Mortgage Pass-
Through Certificates, Series 2012-GC8.

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

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

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

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

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

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

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

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

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

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

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

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

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

RATINGS RATIONALE

The Certificates are collateralized by 57 fixed rate loans secured
by 139 properties. The ratings are based on the collateral and the
structure of the transaction.

Moody's CMBS ratings methodology combines both commercial real
estate and structured finance analysis. Based on commercial real
estate analysis, Moody's determines the credit quality of each
mortgage loan and calculates an expected loss on a loan specific
basis. Under structured finance, the credit enhancement for each
certificate typically depends on the expected frequency, severity,
and timing of future losses. Moody's also considers a range of
qualitative issues as well as the transaction's structural and
legal aspects.

The credit risk of loans is determined primarily by two factors:
1) Moody's assessment of the probability of default, which is
largely driven by each loan's DSCR, and 2) Moody's assessment of
the severity of loss upon a default, which is largely driven by
each loan's LTV ratio.

The Moody's Actual DSCR of 1.61X is greater than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 1.07X is greater than the 2007 conduit/fusion transaction
average of 0.92X.

Moody's Trust LTV ratio of 99.3% is lower than the 2007
conduit/fusion transaction average of 110.6%. Moody's Total LTV
ratio (inclusive of subordinated debt and debt-like preferred
equity) of 102.4% is also considered when analyzing various stress
scenarios for the rated debt.

Moody's also grades properties on a scale of 1 to 5 (best to
worst) and considers those grades when assessing the likelihood of
debt payment. The factors considered include property age, quality
of construction, location, market, and tenancy. The pool's
weighted average property quality grade is 2.04, which is lower
than the indices calculated in most multi-borrower transactions
since 2009. The low weighted average grade is indicative of the
strong market composition of the pool and the stability of the
cash flows underlying the assets.

The pool's small market percentage is 14.9% which is lower than
other multi-borrower deals rated by Moody's since the financial
crisis and implies that the assets in the pool are generally in
major markets. Properties situated in major markets tend to
exhibit more cash flow and capitalization rate stability over time
compared to assets located in smaller or tertiary markets.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach. With respect to
loan level diversity, the pool's loan level (includes cross
collateralized and cross defaulted loans) Herfindahl Index is
20.0. The transaction's loan level diversity is at the lower end
of the band of Herfindahl scores found in most multi-borrower
transactions issued since 2009. With respect to property level
diversity, the pool's property level Herfindahl Index is 20.6. The
transaction's property diversity profile is lower than the indices
calculated in most multi-borrower transactions issued since 2009.

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

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

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

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

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

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 14%, and 22%, the model-indicated rating for the currently
rated Aaa Super Senior class would be Aaa, Aaa, and Aa1,
respectively; for the most junior Aaa rated class A-S would be
Aa1, Aa2, and Aa3, respectively. Parameter Sensitivities are not
intended to measure how the rating of the security might migrate
over time; rather they are designed to provide a quantitative
calculation of how the initial rating might change if key input
parameters used in the initial rating process differed. The
analysis assumes that the deal has not aged. Parameter
Sensitivities only reflect the ratings impact of each scenario
from a quantitative/model-indicated standpoint. Qualitative
factors are also taken into consideration in the ratings process,
so the actual ratings that would be assigned in each case could
vary from the information presented in the Parameter Sensitivity
analysis.

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


JASPER CLO: Moody's Raises Rating on Class 1 Notes From 'Ba1'
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Jasper CLO Ltd.:

U.S.$10,000,000 Class 1 Composite Securities Due 2017 (current
outstanding balance of $1,423,765.71), Upgraded to Baa2 (sf);
previously on August 11, 2011 Upgraded to Ba1 (sf);

U.S.$5,000,000 Class 2 Composite Securities Due 2017 (current
outstanding balance of $3,264,977.57), Upgraded to Baa2 (sf);
previously on August 11, 2011 Upgraded to Baa3 (sf).

Ratings Rationale

According to Moody's, the rating action taken on the Class 1
Extendable Composite Securities is primarily a result of the
amortization of the rated balance and an increase in the
collateralization of the notes. The Class 1 Extendable Composite
Securities have been paid down by approximately 29% or $703,136
since the last rating action in August 2011. The rating action on
the Class 2 Extendable Composite Securities reflects a correction
to Moody's modeling. Due to an input error, interest payments on
the Class 2 Extendable Composite Securities were not taken into
account in previous rating actions. Modeling for the notes has now
been corrected, and the rating action reflects that change.

In addition, the current ratings of the notes reflect the end of
the deal's reinvestment period in August 2012. In consideration of
the reinvestment restrictions applicable during the amortization
period, and therefore limited ability to effect significant
changes to the current collateral pool, Moody's analyzed the deal
assuming a higher likelihood that the collateral pool
characteristics will continue to maintain a positive buffer
relative to certain covenant requirements. In particular, the deal
is assumed to benefit from lower WARF and higher spread levels
compared to the levels assumed at the last rating action in August
2011.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $596.8 million,
defaulted par of $56.6 million, a weighted average default
probability of 18.90% (implying a WARF of 3066), a weighted
average recovery rate upon default of 50.26%, and a diversity
score of 47. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

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

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

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

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% (2453)

Class A: +1

Class B: +2

Class C: +1

Class D1: +1

Class D1: +1

Moody's Adjusted WARF + 20% (3679)

Class A: -1

Class B: -1

Class C: -1

Class D1: -1

Class D2: -1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of upcoming speculative-grade debt maturities. 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.

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) The deal has a material exposure to securities representing
approximately 5% of the portfolio whose default probabilities are
not assessed through either Moody's ratings or Moody's credit
estimates. In the absence of such ratings and credit estimates,
Moody's assumed a range of possible credit quality assessments in
its review. Although Moody's believes it has adopted reasonable
assumptions in its analysis, the transaction may be impacted by
the occurrence of credit transitions or actual defaults at rates
significantly different from those Moody's has assumed with
respect to such securities.


LAND O'LAKES: Moody's Reviews Ba1 Securities Rating for Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed all ratings of Land O'Lakes on
review for downgrade.

Ratings placed on review for downgrade include:

Land O'Lakes, Inc.

$475 million senior secured revolving credit facility expiring
April 2016 at Baa2;

$150 million senior secured term loan expiring August 2021 Baa2;

$155 million of 6.24% senior secured notes due December 2016 at
Baa2;

$85 million of 6.67% senior secured notes due December 2019 at
Baa2;

$85 million of 6.77% senior secured notes due 2021 at Baa2.

Land O'Lakes Capital Trust I

$191 million of 7.45% subordinated capital securities at Ba1.

RATINGS RATIONALE

The review for downgrade reflects Land O'Lakes' weakened credit
metrics as a result of a series of debt-fueled acquisitions over
the last year. Accordingly, leverage has grown to approximately
4.3 times (incorporating Moody's adjustments) which the rating
agency views as very high for the rating category. The review also
reflects the risks of earnings volatility in a volatile commodity
market stemming from the drought sweeping the U.S. farm belt in
the summer of 2012. The ratings review also incorporates Moody's
view that the company's rapid series of acquisitions and increased
leverage implies an increased risk appetite on the part of
management.

Moody's review will focus on Land O'Lakes' ability to strengthen
the performance of operations acquired over the past year, as well
as the pace at which the cooperative can reduce leverage to levels
more appropriate for an investment grade rating. The review will
also seek clarity on Land O'Lakes financial policies as they
pertain to acquisitions, leverage, and capital structure.

Given Moody's expectation for flat-to-modest earnings growth and
continued volatility in the agricultural commodities market, the
rating agency does not anticipate an upgrade in the near-term.
However, if Land O'Lakes is able to materially reduce financial
leverage, and improve the diversity and stability of its product
portfolio, an upgrade could occur.

Land O'Lakes' leverage has increased meaningfully over the last
twelve months in an effort to fund its growth efforts. While these
investments are expected to enhance and diversify its earnings
over the long term, an environment of volatile commodity pricing
may compound execution challenges. Additional debt financed
acquisitions or a deterioration in operating performance such that
debt to EBITDA continues to be sustained above 3.5 times could
contribute to a downgrade.

The principal methodology used in rating Land O'Lakes was the
Global Agricultural Cooperatives Industry Methodology published in
August 2010.

Land O'Lakes, Inc. based in Arden Hills, Minnesota, is an
agricultural cooperative focusing on dairy food, animal feed, and
agricultural crop inputs. Moody's-adjusted revenues, EBITDA and
Debt/EBITDA for the twelve months ending June 30, 2012 were
approximately $13.4 billion, $518 million, and 4.3 times,
respectively.


LANDMARK VI: S&P Raises Rating on Class E Notes to 'B'; Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B, C, D, and E notes from Landmark VI CDO Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by
Aladdin Capital Management LLC. "At the same time, we removed each
of the five ratings from CreditWatch with positive implications,
where we placed them on June 18, 2012," S&P said.

"The upgrades mainly reflect paydowns to the class A notes and a
subsequent increase in the credit enhancement available to support
the notes since January 2011, when we upgraded some of the notes.
Since that time, the transaction has paid down the class A notes
by approximately $47.1 million, reducing their outstanding note
balance to 71.42% of their original balance. The reinvestment
period for this transaction formally ended in January 2012. We
expect the paydowns to continue, which will further increase the
credit enhancement available to the liabilities," S&P said.

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

    The class A/B O/C ratio was 130.77%, compared with a reported
    ratio of 122.99% in November 2010;

    The class C O/C ratio was 117.87%, compared with a reported
    ratio of 113.24% in November 2010;

    The class D O/C ratio was 109.35%, compared with a reported
    ratio of 106.57% in November 2010; and

    The class E O/C ratio was 104.32%, compared with a reported
    ratio of 102.55% in November 2010.

"The upgrades also reflect a slight improvement in the performance
of the transaction's underlying asset portfolio since the time of
the last action. As of the July 2012 trustee report, the
transaction had $13.16 million of defaulted assets. This was down
slightly from the $13.46 million we referenced for our January
2011 rating action. Furthermore, assets from obligors rated in
the 'CCC' category were reported at $13.72 million in July 2012,
down from the $25.11 million," 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

Landmark VI CDO Ltd.
                   Rating
Class         To           From
A             AAA (sf)     AA+ (sf)/Watch Pos
B             AA+ (sf)     AA (sf)/Watch Pos
C             A+ (sf)      A (sf)/Watch Pos
D             BBB+ (sf)    BBB- (sf)/Watch Pos
E             B (sf)       CCC+ (sf)/Watch Pos

TRANSACTION INFORMATION
Issuer:             Landmark VI CDO Ltd.
Coissuer:           Landmark VI CDO LLC
Collateral manager: Aladdin Capital Management LLC
Underwriter:        Wachovia Capital Markets LLC
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CDO


LIBERTY CLO: Moody's Raises Rating on Class C Notes to 'B2'
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Liberty CLO, Ltd.:

U.S. $68,500,000 Class A-3 Floating Rate Senior Secured Extendable
Notes due 2017, Upgraded to Aa2 (sf); previously on July 26, 2011
Upgraded to Aa3 (sf);

U.S. $43,000,000 Class A-4 Floating Rate Senior Secured Extendable
Notes due 2017, Upgraded to A2 (sf); previously on July 26, 2011
Upgraded to Baa1 (sf);

U.S. $52,000,000 Class C Floating Rate Deferrable Senior Secured
Extendable Notes due 2017 (current outstanding balance
$30,378,080.82), Upgraded to B2 (sf); previously on July 26, 2011
Upgraded to Caa2 (sf).

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in November 2012. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive buffer
relative to certain covenant requirements. In particular, the deal
is assumed to benefit from higher spread levels compared to the
levels assumed at the last rating action in July 2011. Moody's
also notes that the transaction has benefited from an increase in
the weighted average recovery rate of the portfolio and that the
reported collateral quality and overcollateralization ratios have
been stable since the last rating action.

Additionally, Moody's notes that the underlying portfolio includes
a number of investments in securities that mature after the
maturity date of the notes. Based on the July 2012 trustee report,
securities that mature after the maturity date of the notes
currently make up approximately 8% of the underlying portfolio.
These investments potentially expose the notes to market risk in
the event of liquidation at the time of the notes' maturity.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $787.1 million,
defaulted par of $58.3 million, a weighted average default
probability of 18.55% (implying a WARF of 2959), a weighted
average recovery rate upon default of 50.62%, and a diversity
score of 47. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

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

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

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

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

Moody's Adjusted WARF -- 20% (2367)

Class A-1a: 0

Class A-1b: 0

Class A-1c: 0

Class A-2: 0

Class A-3: +2

Class A-4: +2

Class B: +1

Class C: 0

Moody's Adjusted WARF + 20% (3551)

Class A-1a: 0

Class A-1b: 0

Class A-1c: 0

Class A-2: 0

Class A-3: -2

Class A-4: -2

Class B: -1

Class C: -2

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

Sources of additional performance uncertainties are described
below:

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

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

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) Exposure to credit estimates: The deal is exposed to a large
number of securities whose default probabilities are assessed
through credit estimates. In the event that Moody's is not
provided the necessary information to update the credit estimates
in a timely fashion, the transaction may be impacted by any
default probability stresses Moody's may assume in lieu of updated
credit estimates.


MAGNETITE VI: S&P Rates $18 Million Class E Deferrable Notes 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Magnetite VI Ltd./Magnetite VI Corp.'s $369.75 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 Sept. 12,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

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

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

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

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

-- The asset manager's experienced management team.

-- S&P's projections regarding the timely interest and ultimate
    principal payments on the preliminary rated notes, which it
    assessed using its cash flow analysis and assumptions
    commensurate with the assigned preliminary ratings under
    various interest-rate scenarios, including LIBOR ranging from
    0.34%-13.84%.

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

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

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com

PRELIMINARY RATINGS ASSIGNED
Magnetite VI Ltd./Magnetite VI Corp.

Class                   Rating            Amount
                                        (mil. $)
X                       AAA (sf)            2.00
A                       AAA (sf)          245.75
B                       AA (sf)            51.50
C (deferrable)          A (sf)             32.50
D (deferrable)          BBB (sf)           20.00
E (deferrable)          BB (sf)            18.00
Subordinated notes      NR                 46.00

NR-Not rated.


MAREA CLO: Moody's Assigns '(P)Ba3' Rating to $18MM Class E Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Marea CLO,
Ltd. (the "Issuer" or "Marea CLO"):

U.S. $291,214,000 Class A Senior Secured Floating Rate Notes due
2023 (the "Class A Notes"), Assigned (P)Aaa (sf)

U.S. $18,000,000 Class E Secured Deferrable Floating Rate Notes
due 2023 (the "Class E Notes" and, together with the Class A
Notes, the "Notes"), Assigned (P)Ba3 (sf).

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinion. Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavor to
assign definitive ratings. A definitive rating (if any) may differ
from a provisional rating.

Ratings Rationale

Moody's provisional ratings of the Notes address the expected
losses posed to noteholders. The provisional ratings reflect the
risks due to defaults on the underlying portfolio of loans, the
transaction's legal structure, and the characteristics of the
underlying assets.

Marea CLO is a managed cash flow CLO. The transaction is
collateralized primarily by broadly syndicated first-lien senior
secured corporate loans. At least 95% of the portfolio must be
invested in senior secured loans and eligible investments and up
to 5% of the portfolio may consist of senior secured notes, bonds
and second lien loans. At closing, the portfolio is expected to be
approximately 90% ramped and 100% ramped within three months
thereafter.

Invesco Senior Secured Management, Inc. ("Invesco") will direct
the selection, acquisition and disposition of collateral on behalf
of the Issuer. Invesco may engage in trading activity during the
transaction's four-year reinvestment period, including
discretionary trading. Thereafter, sale proceeds of credit risk
obligations and unscheduled principal payments can be used to
purchase additional collateral obligations, subject to certain
conditions.

In addition to the Notes rated by Moody's, the Issuer will issue
four other tranches, including subordinated notes. The transaction
incorporates coverage tests, both par and interest, which, if
triggered, divert interest and principal proceeds to pay down the
notes in order of seniority.

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

For modeling purposes, Moody's used the following base-case
assumptions:

Target Par Amount of $450,000,000;

Diversity of 45;

WARF of 2800;

Weighted Average Spread of 4.10%;

Weighted Average Coupon of 7.00%;

Weighted Average Recovery Rate of 45.00%; and

Weighted Average Life of 7.5 years.

The performance of the Notes is subject to uncertainty. The Notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. Invesco's investment decisions and management of
the transaction will also affect the Notes' performance.

Together with the set of modeling assumptions above, Moody's
conducted additional sensitivity analysis which was an important
component in determining the ratings assigned to the Notes. This
sensitivity analysis includes increased default probability
relative to the base case.

Below is a summary of the impact of an increase in default
probability (expressed in terms of WARF level) on the Notes (shown
in terms of the number of notch difference versus the current
model output, whereby a negative difference corresponds to higher
expected losses), holding all other factors equal:

Moody's WARF + 15% (3220)

Class A Notes: -1

Class E Notes: -1

Moody's WARF +30% (3640)

Class A Notes: -1

Class E Notes: -1.

The V Score for this transaction is Medium/High. Moody's assigned
this V Score in a manner similar to the Medium/High V Score
assigned for the global cash flow CLO sector, as described in the
special report titled "V Scores and Parameter Sensitivities in the
Global Cash Flow CLO Sector," dated July 6, 2009, available on
www.moodys.com.

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

Further details regarding Moody's analysis of this transaction may
be found in the upcoming pre-sale report, available soon on
Moodys.com.

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


MAREA CLO: S&P Rates $18-Mil. Class E Deferrable Notes 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Marea CLO Ltd./Marea CLO LLC's $415.928 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 Sept. 12,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings," S&P said.

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 of 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 up to 50% of available excess interest
    proceeds (before paying uncapped administrative expenses,
    subordinated hedge payments, deferred, subordinated, and
    incentive management fees, 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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

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

        http://standardandpoorsdisclosure-17g7.com

PRELIMINARY RATINGS ASSIGNED
Marea CLO Ltd./Marea CLO LLC

Class                 Rating               Amount
                                         (mil. $)
A                     AAA (sf)            291.214
B                     AA (sf)              50.143
C (deferrable)        A (sf)               36.964
D (deferrable)        BBB (sf)             19.607
E (deferrable)        BB (sf)              18.000
Subordinated notes    NR                   49.423

NR-Not rated.


MARQUETTE PARK: S&P Affirms 'B+' Rating on Class D Notes
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B, and C notes from Marquette Park CLO Ltd., a U.S.
collateralized loan obligation (CLO) managed by Deerfield Capital
Management LLC. "Simultaneously, we affirmed our rating on the
class D notes, and we removed our ratings on the class B, C, and D
notes from CreditWatch, where we placed them with positive
implications on June 18, 2012," S&P said.

"The upgrades reflect improving credit support, primarily due to a
$49.95 million paydown on the class A notes, and an improvement in
the credit quality of the underlying assets since our June 2011
rating actions. The rating affirmation reflects sufficient credit
enhancement at the current rating level," S&P said.

"According to the Aug. 1, 2012, trustee report, the transaction
held $2.36 million in defaulted assets, down from $4.41 million
noted in the March 1, 2011, trustee report, which we used for our
June 2011 rating actions," S&P said.

"Similarly, the amount of 'CCC' rated collateral held in the
transaction's underlying portfolio declined during this period.
According to the August 2012 trustee report, the transaction held
$10.71 million in 'CCC' rated collateral, down from $22.30 million
noted in the March 2011 trustee report," S&P said.

Additional improvements in the transaction over the same time
period include an increase in the class A, B, C, and D
overcollateralization ratio tests.

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

Marquette Park CLO Ltd.
                       Rating
Class              To           From
A                  AAA (sf)     AA+ (sf)
B                  A+ (sf)      A- (sf)/Watch Pos
C                  BBB+ (sf)    BBB (sf)/Watch Pos
D                  B+ (sf)      B+ (sf)/Watch Pos


MORGAN STANLEY 2007-HE3: Moody's Cuts Rating on A-2a Tranche to Ca
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on one
tranche, upgraded the ratings on 15 tranches and confirmed the
ratings on 17 tranches from 18 subprime RMBS transactions issued
by Morgan Stanley.

Complete rating actions are as follows:

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-HE1

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

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-HE2

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

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-NC1

Cl. M-1, Upgraded to Ba2 (sf); previously on May 30, 2012 Ba3 (sf)
Placed Under Review for Possible Upgrade

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

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-NC2

Cl. M-2, Upgraded to Baa2 (sf); previously on May 30, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. M-3, Upgraded to Ba3 (sf); previously on May 30, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

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

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-WMC2

Cl. M-2, Upgraded to Baa3 (sf); previously on May 30, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-WMC3

Cl. M-2, Confirmed at A1 (sf); previously on May 30, 2012 A1 (sf)
Placed Under Review for Possible Upgrade

Cl. M-3, Upgraded to Ba2 (sf); previously on May 30, 2012 Ba3 (sf)
Placed Under Review for Possible Upgrade

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-WMC4

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

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

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-WMC5

Cl. M-3, Confirmed at A3 (sf); previously on May 30, 2012 A3 (sf)
Placed Under Review for Possible Upgrade

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

Cl. M-5, Confirmed at Caa3 (sf); previously on May 30, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-WMC6

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

Cl. M-3, Confirmed at Caa1 (sf); previously on May 30, 2012 Caa1
(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: Morgan Stanley ABS Capital I Inc. Trust 2006-HE3

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

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-WMC1

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

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

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-HE3

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

Issuer: Morgan Stanley Capital I Inc. Trust 2006-NC2

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

Issuer: Morgan Stanley Home Equity Loan Trust 2005-1

Cl. M-2, Upgraded to A3 (sf); previously on May 30, 2012 Baa2 (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 Ca (sf); previously on Jul 15, 2010
Downgraded to C (sf)

Issuer: Morgan Stanley Home Equity Loan Trust 2005-3

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

Cl. M-2, Upgraded to B3 (sf); previously on May 30, 2012 Caa1 (sf)
Placed Under Review for Possible Upgrade

Issuer: Morgan Stanley Home Equity Loan Trust 2005-4

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

Issuer: Morgan Stanley Home Equity Loan Trust 2006-1

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

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

Issuer: Morgan Stanley Structured Trust I 2007-1

Cl. A-1, Upgraded to Baa1 (sf); previously on May 30, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. A-2, Upgraded to Ba1 (sf); previously on Sep 24, 2010 Upgraded
to B2 (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/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
views 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 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 .

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF297201

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


MORGAN STANLEY 2007-HQ13: Fitch Affirms 'D' Rating on $2.9MM Notes
------------------------------------------------------------------
Fitch Ratings has placed three classes of Morgan Stanley Capital I
Trust 2007-HQ13 (MSCI 2007-HQ13) on Rating Watch Negative.
Additionally, Fitch affirms three senior 'AAA' and nine distressed
classes.

The Negative Watch reflects continued concerns surrounding the
loans in special servicing, most notably the largest loan in the
pool, The Pier at Caesars (10.8%).  Efforts to stabilize and
improve performance at the property have proven to be challenging,
and anticipated progress in the workout of this asset has not
materialized.  Recently, the property failed to attract the
minimum bid at an auction sale, which maintains concerns that the
unique nature of the property adds a level of complexity to the
workout.

As of the August 2012 remittance period, there are four loans
(16.8%) in special servicing.  The transaction has realized losses
of 7% to date, an increase from 0.5% at the last rating action
which has caused the class F through P notes to experience
principal losses Based on current loss estimates in the pool,
which include loss expectations on specially serviced loans, the
potential for multi-category downgrades exists.

Fitch expects to resolve the Rating Watch status within the next
several months following a complete review of the transaction
including updated valuation details and collateral/workout
discussions with the loan servicers.

Fitch has affirmed the following classes as indicated:

  -- $117.2 million class A-1A notes at 'AAAsf'; Outlook Stable;
  -- $55.4 million class A-2 notes at 'AAAsf'; Outlook Stable;
  -- $334.5 million class A-3 notes at 'AAAsf'; Outlook Stable;
  -- $11.7 million class C notes at 'Csf'; RE 0%;
  -- $16.9 million class D notes at 'Csf'; RE 0%;
  -- $13.0 million class E notes at 'Csf'; RE 0%;
  -- $2.9 million class F notes at 'Dsf'; RE 0%;
  -- $0 class G notes at 'Dsf'; RE 0%;
  -- $0 class H notes at 'Dsf'; RE 0%;
  -- $0 class J notes at 'Dsf'; RE 0%;
  -- $0 class K notes at 'Dsf'; RE 0%;
  -- $0 class L notes at 'Dsf'; RE 0%.

Fitch has placed the following classes on Rating Watch Negative as
indicated:

  -- $103.9 million class A-M 'AAsf';
  -- $72.8 million class A-J 'CCCsf'; RE 95%;
  -- $18.2 million class B 'CCsf' RE 0%;.

Additionally, Fitch has marked the class A-1 notes as 'PIF'.
Fitch previously withdrew the rating on the class X notes.


NELNET STUDENT: Moody's Cuts Rating on Sub. Note Classes to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has downgraded subordinated classes of
notes issued by Nelnet Student Loan trusts 2008-1 and 2008-4. The
underlying collateral consists of student loans originated under
the Federal Family Education Loan Program (FFELP), which are
guaranteed by the US government for a minimum of 97% of defaulted
principal and accrued interest.

RATINGS RATIONALE

The downgrades result from the correction of an input error made
in Moody's cash flow model runs used in rating actions issued on
28 August, 2012. An incorrect calculation of accrued interest on
the student loans caused its material overstatement when
compounded over the term of the transactions. The correction of
this error resulted in a larger negative carry in the cash flow
scenarios Moody's uses in rating highly rated tranches in FFELP
securitizations. The increase in the negative carry accelerated
the decline in the overcollateralization in Moody's cash flow
scenarios and led to a larger portion of unpaid principal on the
subordinate notes on the respective maturity dates, resulting in
the downgrades.

The principal methodology used in this rating was "Moody's
Approach to Rating Securities Backed by FFELP Student Loans",
published in April 2012.

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

The ratings on the subordinate bonds would not be upgraded or
downgraded if spread between LIBOR index on the liability side and
the one-month LIBOR index on the asset side is 10 bps lower or 10
bps higher.

To assess rating implications of the higher expected losses, each
individual transaction was run through a variety of stress
scenarios using the Structured Finance Workstation(R) (SFW), a
cash flow model developed by Moody's Wall Street Analytics.

The complete rating actions are as follows:

Issuer: Nelnet Student Loan Trust 2008-1

Class B, Downgraded to Ba1 (sf); previously on Aug 28, 2012
Downgraded to Baa3 (sf)

Issuer: Nelnet Student Loan Trust 2008-4

Class B, Downgraded to Ba2 (sf); previously on Aug 28, 2012
Downgraded to Ba1 (sf)


NEWCASTLE IX1: Moody's Raises Rating on Class H Notes to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of seven
classes and affirmed the ratings of four classes of Notes issued
by Newcastle IX 1, Limited. The upgrades are due to greater than
expected amortization of collateral and a decrease in defaulted
securities par amount since last review. Additionally, the
underlying collateral performance has been relatively stable as
evidenced by transition in Moody's weighted average rating factor
(WARF) and weighted average recovery rate (WARR) since last
review. The affirmations are due to key transaction parameters
performing within levels commensurate with the existing ratings
levels. The rating action is the result of Moody's on-going
surveillance of commercial real estate collateralized debt
obligation and collateralized loan obligation (CRE CDO CLO)
transactions.

Moody's rating action is as follows:

Cl. A-1, Upgraded to A1 (sf); previously on Sep 30, 2010
Downgraded to Baa1 (sf)

Cl. A-2, Upgraded to Ba1 (sf); previously on Sep 30, 2010
Downgraded to B1 (sf)

Cl. B, Upgraded to Ba3 (sf); previously on Sep 30, 2010 Downgraded
to B3 (sf)

Cl. E, Upgraded to B2 (sf); previously on Sep 30, 2010 Downgraded
to Caa1 (sf)

Cl. F, Upgraded to B3 (sf); previously on Sep 30, 2010 Downgraded
to Caa2 (sf)

Cl. G, Upgraded to Caa1 (sf); previously on Sep 30, 2010
Downgraded to Caa2 (sf)

Cl. H, Upgraded to Caa2 (sf); previously on Sep 30, 2010
Downgraded to Caa3 (sf)

Cl. J, Affirmed at Caa3 (sf); previously on Sep 30, 2010
Downgraded to Caa3 (sf)

Cl. K, Affirmed at Caa3 (sf); previously on Sep 30, 2010 Confirmed
at Caa3 (sf)

Cl. L, Affirmed at Ca (sf); previously on Sep 30, 2010 Downgraded
to Ca (sf)

Cl. M, Affirmed at Ca (sf); previously on Sep 30, 2010 Confirmed
at Ca (sf)

Ratings Rationale

Newcastle CDO IX1, Limited is a static (the reinvestment period
ended in May 2012) cash CRE CDO transaction backed by a portfolio
of mezzanine loans (51.4% of the pool balance), B-Notes (18.3%),
CRE CDO (13.3%), commercial mortgage backed securities (CMBS)
(6.6%), asset-backed securities primarily in the form of wireless
tower backed notes (ABS) (3.5%), whole loans (1.3%), CMBS raked
bond (0.2%) and other real estate related debt (i.e. term loans)
(5.3%). As of the August 20, 2012 Trustee report, the aggregate
Note balance of the transaction, including Preferred Shares, has
decreased to $730.7 million (including junior note partial and
full cancellations) from $825 million at issuance, due to
amortization of collateral with the paydowns directed to the Class
A-1 Note.

There are two assets with a par balance of $14.0 million (1.7% of
the current pool balance) that are considered defaulted securities
as of the August 20, 2012 Trustee report, compared to two assets
with 4.1% of the pool balance at last review. Moody's expects
significant losses from those defaulted securities to occur once
they are realized.

Moody's has identified the following parameters as key indicators
of the expected loss within CRE CDO transactions: 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 5,088 compared to 4,750 at last review. The
current distribution of Moody's rated collateral and assessments
for non-Moody's rated collateral is as follows: Aaa-Aa3 (0.1%
compared to 0.2% at last review), A1-A3 (2.0% compared to 1.3% at
last review), Baa1-Baa3 (2.9% compared to 3.8% at last review),
Ba1-Ba3 (10.6% compared to 19.6% at last review), B1-B3 (15.9%
compared to 10.9% at last review), and Caa1-C (68.5% compared to
64.2% at last review).

WAL acts to adjust the probability of default of the reference
obligations in the pool for time. Moody's modeled to a WAL of 3.2
years compared to 4.3 years at last review.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed WARR of
35.6% compared to 42.2% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 16.5% compared to 16.6% at last review.

Moody's review incorporated CDOROM(R) v2.8.8, one of Moody's CDO
rating models, which was released on March 22, 2012.

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
35.6% to 25.6% or up to 45.6% would result in average rating
movement on the rated tranches of 0 to 5 notches downward and 0 to
6 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. Commercial real estate property values
are continuing to move in a positive direction along with a rise
in investment activity and stabilization in core property type
performance. Limited new construction and moderate job growth have
aided this improvement. However, a consistent upward trend will
not be evident until the volume of investment activity steadily
increases for a significant period, non-performing properties are
cleared from the pipeline, and fears of a Euro area recession are
abated.

The hotel sector is performing strongly with eight straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Slow recovery in the office sector continues with
minimal additions to supply. However, office demand is closely
tied to employment, where growth remains slow and employers are
considering decreases in the leased space per employee. Also,
primary urban markets are outperforming secondary suburban
markets. Performance in the retail sector continues to be mixed
with retail rents declining for the past four years, weak demand
for new space and lackluster sales driven by discounting and
promotions. However, rising wages and reduced unemployment, along
with increased consumer confidence, is helping to spur consumer
spending resulting in increased sales. Across all property
sectors, the availability of debt capital continues to improve
with robust securitization activity of commercial real estate
loans supported by a monetary policy of low interest rates.

Moody's central global macroeconomic scenario maintains its
forecast of relatively robust growth in the US and an expectation
of a mild recession in the euro area for 2012. Downside risks
remain significant, and elevated downside risks and their
materialization could pose a serious threat to the outlook. Major
downside risks include: a deeper than expected recession in the
euro area; the potential for a hard landing in major emerging
markets; an oil supply shock; and material fiscal tightening in
the US given recent political gridlock. Healthy but below-trend
growth in GDP is expected through the rest of this year and next
with risks trending to the downside.

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.


NUCO2 FUNDING: Fitch Affirms 'BB' Rating on $75 Million Notes
-------------------------------------------------------------
Fitch Ratings affirms NuCO2 Funding LLC, series 2008-1 notes as
follows:

  -- $75,000,000 class B at 'BB', Outlook Stable.

Fitch's affirmation reflects trust performance within initial
rating expectations.  Since issuance, NuCO2 has strengthened its
industry position and improved trust interest coverage and
leverage.

As of the August 2012 payment date, customer locations have
increased by 33.26% to 154,712.  Revenues on a trailing 12-month
basis have increased 54.4% to $208.1 million when compared to Dec.
31, 2007.  NuCO2's three-month and 12-month interest coverage
ratios on the senior debt were 3.56 times (x) and 3.41x,
respectively.  These coverage ratios compare favorably to the
original three-month interest coverage ratio of 2.59x when first
reported in June 2008.

Fitch expects trust performance to remain stable, as additional
revenues attributable to NuCO2's ongoing acquisition strategy and
organic growth will be available to service the additional debt
and maintain coverage and leverage metrics.  However, Fitch
expects future growth to be somewhat constrained due to the
limited acquisition opportunities available, as NuCO2 has already
acquired the majority of their largest competitors.

Fitch's Stable Outlook reflects the trust's expected continued
performance despite the challenging economic and restaurant
environment, because of the unique nature of its product and
business model.

Over the remaining term of the securitization, Fitch will
continually monitor NuCO2's performance.  Any material change in
Fitch's assessment or assumptions could affect the ratings of the
trust.

The notes are backed by cash flows generated by substantially all
of NuCO2's business activities, which are primarily the leasing of
bulk carbon dioxide systems and the distribution of carbon dioxide
(CO2) to quick service restaurants (QSRs) and other retailers of
fountain beverages in the United States.


OWNIT MORTGAGE 2006-C5: Moody's Cuts 1 RMBS Tranche Rating to Ca
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches, upgraded the rating of one tranche, and confirmed the
ratings of two tranches from three deals issued by Ownit trusts.
The collateral backing the transactions are subprime residential
mortgages.

Complete rating actions are as follows:

Issuer: Ownit Mortgage Loan Trust 2005-2

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

Cl. M-4, Upgraded to B3 (sf); previously on May 30, 2012 Caa1 (sf)
Placed Under Review for Possible Upgrade

Issuer: Ownit Mortgage Loan Trust 2005-5

Cl. A-1, Downgraded to A1 (sf); previously on Jul 14, 2010
Downgraded to Aa2 (sf)

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

Issuer: Ownit Mortgage Loan Trust 2006-5

Cl. A-2B, Downgraded to Ca (sf); previously on May 30, 2012 B2
(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 1) Moody's
current view on loan modifications and 2) small pool volatility.

Loan Modifications

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

Small Pool Volatility

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.

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

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 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 8.1% in August 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.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF297214

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


PARK PLACE: Moody's Raises Ratings on Two Tranches to 'Caa3'
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches, upgraded the ratings of six tranches, and confirmed the
ratings of 11 tranches from eight deals issued by Park Place
trusts. The collateral backing the transactions are subprime
residential mortgages.

Complete rating actions are as follows:

Issuer: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WCH1

Cl. M-2, Upgraded to Baa1 (sf); previously on May 30, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

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

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

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

Issuer: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WCW1

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

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

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

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

Issuer: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WCW2

Cl. A-1D, Downgraded to Aa2 (sf); previously on Aug 2, 2011
Confirmed at Aaa (sf)

Cl. A-2D, Upgraded to Baa1 (sf); previously on May 30, 2012 Baa2
(sf) Placed Under Review for Possible Upgrade

Cl. M-1, Upgraded to B1 (sf); previously on May 30, 2012 B3 (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: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WCW3

Cl. A-1B, Confirmed at A3 (sf); previously on May 30, 2012 A3 (sf)
Placed Under Review for Possible Upgrade

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

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

Issuer: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WHQ1

Cl. M-2, Downgraded to A2 (sf); previously on May 30, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Issuer: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WHQ2

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

Cl. M-3, Confirmed at Caa2 (sf); previously on May 30, 2012 Caa2
(sf) Placed Under Review for Possible Downgrade

Issuer: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WHQ3

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

Issuer: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WHQ4

Cl. A-2D, 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/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 above RMBS approach only applies to structures with at least
40 loans and a pool factor of greater than 5%. Moody's can
withdraw its rating when the pool factor drops below 5% and the
number of loans in the deal declines to 40 loans or lower. If,
however, a transaction has a specific structural feature, such as
a credit enhancement floor, that mitigates the risks of small pool
size, Moody's can choose to continue to rate the transaction.

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 8.1% in August 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.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF297210

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


PHH MORTGAGE 28-CIM1: Moody's Cuts Rating on One Tranche to 'Caa2'
------------------------------------------------------------------
Moody's Investors Service has upgraded six tranches, downgraded
four tranches and confirmed the ratings on seven tranches from two
RMBS transactions issued by PHH Mortgage Trust. The collateral
backing these deals primarily consists of first-lien, fixed and
adjustable-rate prime Jumbo residential mortgages. The actions
impact approximately $171 million of RMBS issued from 2008.

Complete rating actions are as follows:

Issuer: PHH Mortgage Trust, Series 2008-CIM1

Cl. I-4A-1, Confirmed at A3 (sf); previously on May 30, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. I-4A-2, Confirmed at Baa2 (sf); previously on May 30, 2012
Baa2 (sf) Placed Under Review for Possible Downgrade

Cl. I-B-1, Downgraded to Caa2 (sf); previously on May 19, 2010
Downgraded to Caa1 (sf)

Cl. II-1A-1, Upgraded to A3 (sf); previously on Jul 18, 2011
Downgraded to Baa2 (sf)

Cl. II-1A-2, Upgraded to Ba1 (sf); previously on May 30, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

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

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

Cl. II-B-1, Upgraded to B2 (sf); previously on Jul 18, 2011
Downgraded to Caa2 (sf)

Cl. II-B-2, Upgraded to Caa3 (sf); previously on Jul 18, 2011
Downgraded to C (sf)

Issuer: PHH Mortgage Trust, Series 2008-CIM2

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

Cl. 2-A-1, Confirmed at Baa3 (sf); previously on May 30, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Confirmed at Baa1 (sf); previously on May 30, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Confirmed at Baa3 (sf); previously on May 30, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-X, Upgraded to Ba3 (sf); previously on Feb 22, 2012
Downgraded to B3 (sf)

Cl. 5-A-1, Downgraded to A3 (sf); previously on May 30, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. A-X, Downgraded to Ba1 (sf); previously on May 30, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. A-PO, Downgraded to Ba2 (sf); previously on Feb 14, 2012
Downgraded to Baa3 (sf)

RATINGS RATIONALE

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

The 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 actions taken on these deals also reflect two error
corrections. A model input error occurred when the class A-X bond
in PHH Mortgage Trust, Series 2008-CIM2 was rated on February 22,
2012. The inputs have been corrected, and the rating action
reflects that change. In addition, due to a coding error in
Moody's cash flow model, the following seven bonds were
incorrectly placed on watch for downgrade on May 30, 2012: PHH
Mortgage Trust, Series 2008-CIM1 classes I-4A-1 and I-4A-2 and PHH
Mortgage Trust, Series 2008-CIM2 classes 1-A-1, 2-A-1, 3-A-1, 4-A-
1 and A-X. The error has been fixed, and the correct model was
used for the rating actions.

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.

Bonds insured by financial guarantors

The credit quality of RMBS that a financial guarantor insures
reflect the higher of the credit quality of the guarantor or the
RMBS without the benefit of the guarantee. As a result, the rating
on the security is the higher of 1) the guarantor's financial
strength rating and 2) the current underlying rating, which is
what the rating of the security would be absent consideration of
the guaranty. The principal methodology Moody's uses in
determining the underlying rating is the same methodology for
rating securities that do not have financial guaranty, described
earlier.

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_SF297110

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


SECURITIZED ASSET: Moody's Cuts Rating on Two Tranches to 'Ca'
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches, upgraded the rating of one tranche, and confirmed the
ratings of five tranches from seven deals issued by SABR trusts.
The collateral backing the transactions are subprime residential
mortgages.

Complete rating actions are as follows:

Issuer: Securitized Asset Backed Receivables LLC Trust 2005-FR1

Cl. M-1, Upgraded to A3 (sf); previously on May 30, 2012 Baa3 (sf)
Placed Under Review for Possible Upgrade

Issuer: Securitized Asset Backed Receivables LLC Trust 2005-OP1

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

Issuer: Securitized Asset Backed Receivables LLC Trust 2005-OP2

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

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-FR3

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

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-NC2

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

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-WM1

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

Cl. A-1B, Confirmed at B2 (sf); previously on May 30, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-BR5

Cl. A-2A, Downgraded to Ca (sf); previously on May 30, 2012 B3
(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 1) Moody's
current view on loan modifications and 2) small pool volatility.

Loan Modifications

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

Small Pool Volatility

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.

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

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 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 8.1% in August 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.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF297139

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


SHACKLETON I: S&P Rates $20-Mil. Class E Deferrable Notes 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Shackleton I CLO Ltd./Shackleton I CLO Corp.'s $367.0 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 (CDO) criteria.

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

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

-- The collateral manager's experienced management team.

-- S&P's projections regarding the timely interest and ultimate
    principal payments on the rated notes, which it assessed using
    its cash flow analysis and assumptions commensurate with the
    assigned ratings under various interest rate scenarios,
    including LIBOR ranging from 0.34%-10.94%.

-- 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; deferred senior, income, and incentive management
    fees; hedge payments; and income 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 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
Shackleton I CLO Ltd./Shackleton I CLO Corp.

Class              Rating                 Amount
                                        (mil. $)
A-1                AAA (sf)                255.0
A-X                AAA (sf)                  5.0
B-1                AA (sf)                  17.0
B-2                AA (sf)                  25.0
C (deferrable)     A (sf)                   24.0
D (deferrable)     BBB (sf)                 21.0
E (deferrable)     BB (sf)                  20.0
Income notes       NR                       37.0

NR-Not rated.


* Moody's Says Canadian High-Yield Bonds Offer Better Protection
----------------------------------------------------------------
Canadian high-yield bond offerings have tighter covenants, which
provide more protection for investors than offerings by US-based
companies, says a new special comment by Moody's Investors
Service, "Canadian High-Yield Bonds Offer More Investor Protection
Than US Bonds." In addition, domestic high-yield bonds denominated
in Canadian dollars offer more investor protection than high-yield
cross-border bonds that Canadian companies issue in US dollars.

Since 2010, non-financial speculative-grade Canadian companies
have raised about C$9 billion (US$9.2 billion) in the domestic
bond market, up from zero in 2008, says Moody's. This amount is
less than half the US$20 billion of cross-border bonds that
Canada-based speculative-grade companies raised in the more
established US market, and a fraction of the US$3.3 trillion US-
based high yield issuance during the same period.

"High-yield bonds issued by Canadian companies have stronger
covenants than their US peers, offering investors more
protection," said Ed Sustar, a Moody's Vice President -- Senior
Credit Officer. "These protections include prevention of
structural subordination, and preserving cash flow for debt
service through tighter restricted payments and debt incurrence
provisions."

One possible explanation for the difference: the limited number of
investors in the relatively new Canadian high-yield market allows
investors to influence the covenant structure, says Moody's.

"In this fairly nascent market, less-known Canadian issuers may
offer stronger covenant packages to attract a wide investor base,"
added Mr. Sustar. "In addition, weaker covenants are more common
in the US, thanks to the greater number of private equity
sponsored and high-yield lite deals, compared to the Canadian
market." High-yield lite bonds provide investors with
significantly less protection since they lack either or both a
restricted-payments or debt-incurrence covenant.

Moody's has analyzed and assessed the covenant quality of about
one-thousand bonds that were issued over the past two years
globally.  Overall, covenant quality for domestic and cross-border
high-yield bonds issued by Canadian companies, excluding high-
yield lite bonds, was stronger than in the US but weaker than in
Asia, EMEA and Latin America.

The report includes a company-by-company comparison of covenant
strength based on Covenant Quality Assessments found in Moody's
High-Yield Covenant Database.


* S&P Withdraws Ratings on 43 Classes From 31 CMBS Transactions
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 43
classes from 31 commercial mortgage-backed securities (CMBS)
transactions.

"We withdrew our ratings on 30 principal and interest paying
classes from 25 CMBS transactions following the full repayment of
each class' principal balance, as noted in each transaction's
respective August 2012 trustee remittance report. We withdrew our
ratings on seven interest-only (IO) classes from seven CMBS
transactions following the reduction of the classes' notional
balances, as noted in each transaction's respective trustee
remittance report," S&P said.

"We also withdrew our ratings on two IO classes from two CMBS
transactions following the repayment of all principal and interest
paying classes rated 'AA- (sf)' or higher, according to our
criteria for rating IO securities," S&P said.

"In addition, we withdrew our ratings on four principal and
interest paying classes from three CMBS transactions following the
repayment in full of each class' principal balance," 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 WITHDRAWN FOLLOWING REPAYMENT OF PRINCIPAL BALANCE OR
REDUCTION OF NOTIONAL BALANCE

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2001-PB1
                                 Rating
Class                    To                  From
K                        NR                  A (sf)

Bear Stearns Commercial Mortgage Securities Inc.
Commercial mortgage pass-through certificates series 1999-C1
                                 Rating
Class                    To                  From
B                        NR                  AAA (sf)

Bear Stearns Commercial Mortgage Securities Trust 2007-PWR17
Commercial mortgage pass-through certificates
                                 Rating
Class                    To                  From
A-2                      NR                  AAA (sf)

Citigroup Commercial Mortgage Trust 2004-C2
Commercial mortgage pass-through certificates
                                 Rating
Class                    To                  From
A-3                      NR                  AAA (sf)

COMM 2005-C6
Commercial mortgage pass-through certificates
                                 Rating
Class                    To                  From
X-P                      NR                  AAA (sf)

COMM 2005-FL10
Commercial mortgage pass-through certificates
                                 Rating
Class                    To                  From
G                        NR                  BB- (sf)
H                        NR                  B+ (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2001-CKN5
                                 Rating
Class                    To                  From
D                        NR                  BBB- (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2002-CKS4
                                 Rating
Class                    To                  From
A-2                      NR                  AAA (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2004-C4
                                 Rating
Class                    To                  From
A-4                      NR                  AAA (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-C4
                                 Rating
Class                    To                  From
A-SP                     NR                  AAA (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2006-TFL2
                                 Rating
Class                    To                  From
MW-A                     NR                  BB+ (sf)

CRESI Finance L.P. 2006-A
Commercial real estate synthetic investment notes
                                 Rating
Class                    To                  From
E                        NR                  A (sf)
F                        NR                  BBB (sf)

Falcon Trust
Commercial mortgage pass-through certificates series 2003-SMU
                                 Rating
Class                    To                  From
B                        NR                  AA+ (sf)
C                        NR                  A+ (sf)
X                        NR                  AAA (sf)


First Union National Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 1999-C4
                                 Rating
Class                    To                  From
G                        NR                  BBB (sf)

First Union National Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2000-C1
                                 Rating
Class                    To                  From
E                        NR                  AA- (sf)

GE Capital Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2001-3
                                 Rating
Class                    To                  From
F                        NR                  A- (sf)

GE Capital Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2002-2
                                 Rating
Class                    To                  From
J                        NR                  A- (sf)

GE Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2005-C3
                                 Rating
Class                    To                  From
X-P                      NR                  AAA (sf)

GMAC Commercial Mortgage Securities Inc.
Commercial mortgage pass-through certificates series 2002-C1
                                 Rating
Class                    To                  From
J                        NR                  CCC+ (sf)

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2001-C1
                                 Rating
Class                    To                  From
G                        NR                  BB+ (sf)

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series
2001-CIBC1
                                 Rating
Class                    To                  From
F                        NR                  BBB+ (sf)

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2002-C1
                                 Rating
Class                    To                  From
A-3                      NR                  AAA (sf)
B                        NR                  AAA (sf)

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2004-FL1
                                 Rating
Class                    To                  From
L                        NR                  CCC- (sf)

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-LDP3
                                 Rating
Class                    To                  From
X-2                      NR                  AAA (sf)

LB-UBS Commercial Mortgage Trust 2002-C4
Commercial mortgage pass-through certificates
                                 Rating
Class                    To                  From
A-5                      NR                  AAA (sf)
B                        NR                  AAA (sf)

LB-UBS Commercial Mortgage Trust 2005-C5
Commercial mortgage pass-through certificates
                                 Rating
Class                    To                  From
X-CP                     NR                  AAA (sf)


Merrill Lynch Mortgage Trust 2005-CKI1
Commercial mortgage pass-through certificates
                                 Rating
Class                    To                  From
A-3                      NR                  AAA (sf)

ML-CFC Commercial Mortgage Trust 2006-1
Commercial mortgage pass-through certificates
                                 Rating
Class                    To                  From
A-2                      NR                  AAA (sf)

Morgan Stanley Capital I Trust 2006-HQ8
Commercial mortgage pass-through certificates
                                 Rating
Class                    To                  From
A-3                      NR                  AAA (sf)

Salomon Bros. Commercial Mortgage Trust 2000-C3
Commercial mortgage pass-through certificates
                                 Rating
Class                    To                  From
F                        NR                  BB+ (sf)

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2005-C20
                                 Rating
Class                    To                  From
X-P                      NR                  AAA (sf)

RATINGS WITHDRAWN DUE TO REPAYMENT OF ALL PRINCIPAL AND INTEREST
PAYING
CLASSES RATED 'AA- (sf)' OR HIGHER

First Union National Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2000-C1
                                 Rating
Class                    To                  From
IO                       NR                  AAA (sf)

GE Capital Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2002-2
                                 Rating
Class                    To                  From
X-1                      NR                  AAA (sf)

RATINGS WITHDRAWN FOLLOWING REPAYMENT OF PRINCIPAL BALANCE AND
REMOVED FROM
CREDITWATCH NEGATIVE

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2006-TFL2
                                 Rating
Class                    To                  From
MW-B                     NR                  BB (sf)/Watch Neg

Falcon Trust
Commercial mortgage pass-through certificates series 2003-SMU
                                 Rating
Class                    To                 From
D                        NR                 BBB (sf)/Watch Neg

RATINGS WITHDRAWN FOLLOWING REPAYMENT OF PRINCIPAL BALANCE AND
REMOVED FROM CREDITWATCH POSITIVE

GE Capital Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2002-2
                                 Rating
Class                    To                 From
G                        NR                 AA- (sf)/Watch Pos
H                        NR                 A+ (sf)/Watch Pos

NR-Not rated.


* S&P Keeps 'D' Ratings on 93 Classes From Green Tree ABS Deals
---------------------------------------------------------------
Standard & Poor's Ratings Services took various rating actions
affecting 203 classes from 45 Green Tree-related manufactured
housing asset-backed securities (ABS) transactions. "Overall, we
raised our ratings on 19 classes, lowered our ratings on 16
classes, and affirmed our ratings on 75 classes. At the same time,
we maintained our 'D (sf)' ratings on 93 classes issued from these
trusts," S&P said.

The 45 affected transactions were issued out of the following
trusts:

    Green Tree Financial Corp. Manufactured Housing Trust;
    Manufactured Housing Contract Senior-Subordinate Pass-Through
    Trust;
    Manufactured Housing Contract Senior-Subordinate Pass-Through
    Certificates; and
    Manufactured Housing Contract Trust Senior-Subordinate Pass
   -Through Certificates.

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

"All 45 transactions are experiencing higher cumulative net losses
than we initially expected. We attribute the increase in losses to
increased default frequencies and loss severities," S&P said.

"The lowered ratings reflect our view that the available credit
enhancement, which continues to deteriorate, is no longer
sufficient to support our previous ratings given our revised
expected cumulative net losses," S&P said.

"The upgrades reflect our assessment of the growth in credit
enhancement as some of the classes in the capital structure
benefit from subordination that continues to grow as a percent of
the current pool balance, which mitigates our higher loss
expectations for these pools," S&P said.

"The affirmations reflect our view that the total credit support
as a percent of the amortizing pool balances, compared with our
revised expected remaining cumulative net losses, is sufficient to
support the current ratings. In addition, we affirmed 45 ratings
in the 'CCC' and 'CC' rating categories to reflect our view of the
classes' high vulnerability to nonpayment of full and timely
interest at a future date or ultimate principal at the stated
final maturity date. In addition, our ratings on 93 classes remain
at 'D (sf)', where we lowered them after the classes failed to pay
full and timely interest," S&P said.

Table 1
Collateral Performance (%)
As of August 2012 Distribution

Series   Mo.     Pool      Current    Revised Expected
                 Factor    CNL        Lifetime CNL (i)

Green Tree Financial Corp. Manufactured Housing Trust
1995-2   208     4.27%     14.66%     15.00-16.00
1995-3   207     5.54%     15.98%     16.50-17.50
1995-4   206     6.13%     15.19%     16.00-17.00
1995-5   205     6.52%     14.01%     15.00-16.00
1995-6   204     7.88%     13.57%     14.50-15.50
1995-7   203     7.82%     13.44%     14.50-15.50
1995-8   202     7.79%     13.73%     15.00-16.00
1995-9   201     8.30%     13.23%     14.50-15.50
1995-10  200     8.41%     13.18%     14.50-15.50
1996-1   198     9.09%     12.76%     14.50-15.50
1996-2   197     9.73%     15.85%     17.50-18.50
1996-3   196     10.04%    16.73%     18.00-19.00
1996-4   195     10.60%    15.55%     17.00-18.00
1996-5   194     10.61%    15.74%     17.50-18.50
1996-6   193     10.49%    15.61%     17.00-18.00
1996-7   192     10.31%    15.79%     17.00-18.00
1996-8   191     10.57%    15.00%     16.50-17.50
1996-9   187     10.93%    16.44%     18.00-19.00
1996-10  188     11.06%    15.09%     16.50-17.50
1997-4   182     12.83%    16.13%     18.00-19.00
1997-6   179     13.71%    15.44%     17.50-18.50
1997-7   178     14.14%    15.87%     18.00-19.00
1997-8   176     15.15%    16.02%     18.50-19.50
1998-2   173     14.78%    19.20%     22.00-23.00
1998-3   172     16.72%    19.45%     23.00-24.00
1998-5   170     18.80%    16.36%     19.50-20.50
1998-6   168     17.30%    19.11%     23.00-24.00
1998-8   165     20.28%    18.38%     22.50-23.50

Manufactured Housing Contract Senior-Subordinate Pass-Through
Trust

1999-1   162     20.24%     19.75%     23.50-24.50
1999-2   161     18.74%     20.66%     24.00-25.00
1999-3   159     20.71%     21.72%     25.50-26.50
1999-4   158     20.00%     24.56%     27.50-28.50
1999-5   156     19.34%     27.07%     29.50-30.50
1999-6   153     19.12%     26.07%     28.50-29.50
2000-2   146     17.90%     27.35%     30.00-31.00

Manufactured Housing Contract Senior-Subordinate Pass-Through
Certificates

2000-3   145     19.09%     25.50%     28.00-29.00
2000-4   144     18.37%     28.54%     31.50-32.50
2000-5   142     18.55%     26.49%     29.50-30.50
2000-6   140     18.18%     30.26%     33.50-34.50
2001-1   136     17.37%     29.77%     33.00-34.00
2001-2   133     19.37%     30.96%     34.50-35.50
2001-3   131     21.42%     28.03%     32.00-33.00
2001-4   128     20.69%     25.11%     29.50-30.50
2002-1   124     22.01%     24.73%     30.00-31.00
2002-2   122     22.06%     23.29%     29.50-30.50

(i) Lifetime CNL expectations based on current performance data.
CNL-cumulative net loss.

Each transaction was initially structured with
overcollateralization (O/C) and subordination. However, due to
higher-than-expected losses, the O/C on each of these transactions
has been depleted to zero and many of the subordinated classes
have experienced principal write-downs.

"Standard & Poor's will continue to monitor the performance of the
transactions relative to our cumulative net loss expectations and
the available credit enhancement. We will take rating actions as
we consider appropriate," S&P said.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

          http://standardandpoorsdisclosure-17g7.com

RATINGS RAISED

Green Tree Manufactured Housing Trust
                         Rating
Series      Class     To         From
1995-2       B-1      AAA(sf)    AA(sf)
1995-3       B-1      AA-(sf)    BBB-(sf)
1995-4       M-1      AAA(sf)    AA+(sf)
1995-4       B-1      BBB(sf)    BB-(sf)
1995-5       M-1      AAA(sf)    AA+(sf)
1995-5       B-1      BB(sf)     B+(sf)
1995-6       M-1      A(sf)      A-(sf)
1995-6       B-1      B+(sf)     B(sf)
1995-7       M-1      AA+(sf)    A+(sf)
1995-7       B-1      B+(sf)     B-(sf)
1995-8       M-1      AAA(sf)    AA(sf)
1995-8       B-1      B-(sf)     CCC(sf)
1995-9       M-1      AA-(sf)    BBB+(sf)
1995-9       B-1      B+(sf)     B-(sf)
1995-10      M-1      AA+(sf)    AA-(sf)
1995-10      B-1      BB-(sf)    B(sf)
1996-1       M-1      A(sf)      BBB(sf)
1996-4       A-6      AA+(sf)    AA(sf)
1996-4       A-7      AA+(sf)    AA(sf)

RATINGS LOWERED

Green Tree Manufactured Housing Trust
                         Rating
Series       Class    To         From
1996-2       M-1      CCC(sf)    B-(sf)
1996-10      M-1      B(sf)      B+(sf)
1997-4       A-5      A+(sf)     AA(sf)
1997-4       A-6      A+(sf)     AA(sf)
1997-4       A-7      A+(sf)     AA(sf)
1998-3       A-5      BB+(sf)    BBB-(sf)
1998-3       A-6      BB+(sf)    BBB-(sf)
1998-5       A-1      BB+(sf)    BBB(sf)
1998-6       A-8      BB+(sf)    BBB-(sf)

Manufactured Housing Contract Senior-Subordinate Pass-Through
Trust

                         Rating
Series      Class     To         From
1999-1      A-6       CCC+(sf)   B-(sf)
1999-1      A-7       CCC+(sf)   B-(sf)
1999-2      A-5       CCC(sf)    B-(sf)
1999-2      A-6       CCC(sf)    B-(sf)
1999-2      A-7       CCC(sf)    B-(sf)

Manufactured Housing Contract Senior-Subordinate Pass-Through
Certificates

                         Rating
Series      Class     To         From
2001-3      A-4       CCC(sf)    B-(sf)
2002-2      M-1       CCC+(sf)   B-(sf)

RATINGS AFFIRMED

Green Tree Manufactured Housing Trust
Series      Class      Rating
1996-1      B-1        CCC (sf)
1996-2      B-1        CCC- (sf)
1996-3      A-5        AAA (sf)
1996-3      A-6        AAA (sf)
1996-3      M-1        CCC- (sf)
1996-3      B-1        CCC-(sf)
1996-4      M-1        CCC-(sf)
1996-5      A-6        AAA (sf)
1996-5      A-7        AAA (sf)
1996-5      M-1        CCC-(sf)
1996-6      A-6        AAA (sf)
1996-6      M-1        CCC(sf)
1996-7      A-6        AAA (sf)
1996-7      M-1        B-(sf)
1996-8      A-6        AAA (sf)
1996-8      A-7        AAA (sf)
1996-8      M-1        CCC(sf)
1996-9      A-5        AAA (sf)
1996-9      A-6        AAA (sf)
1996-9      M-1        CCC(sf)
1996-10     A-5        AAA (sf)
1996-10     A-6        AAA (sf)
1997-4      M-1        CCC-(sf)
1997-6      A-6        A+ (sf)
1997-6      A-7        A+ (sf)
1997-6      A-8        A+ (sf)
1997-6      A-9        A+ (sf)
1997-6      A-10       A+ (sf)
1997-6      M-1        CCC-(sf)
1997-7      A-6        A+ (sf)
1997-7      A-7        A+ (sf)
1997-7      A-8        A+ (sf)
1997-7      A-9        A+ (sf)
1997-7      A-10       A+ (sf)
1997-7      M-1        CCC-(sf)
1997-8      A-1        A+ (sf)
1997-8      M-1        CCC-(sf)
1998-2      A-5        BBB (sf)
1998-2      A-6        BBB (sf)
1998-2      M-1        CCC-(sf)
1998-3      M-1        CCC-(sf)
1998-5      M-1        CCC-(sf)
1998-6      M-1        CCC-(sf)
1998-8      A-1        B+(sf)
1998-8      M-1        CCC-(sf)

Manufactured Housing Contract Senior-Subordinate Pass-Through
Trust

Series      Class      Rating
1999-1      M-1        CCC- (sf)
1999-2      M-1        CCC- (sf)
1999-3      A-7        CCC- (sf)
1999-3      A-8        CCC- (sf)
1999-3      A-9        CCC- (sf)
1999-4      A-7        CCC- (sf)
1999-4      A-8        CCC- (sf)
1999-4      A-9        CCC- (sf)
1999-5      A-5        CCC- (sf)
1999-5      A-6        CCC- (sf)
1999-6      A-1        CCC- (sf)
2000-2      A-5        CCC- (sf)
2000-2      A-6        CCC- (sf)

Manufactured Housing Contract Senior-Subordinate Pass-Through
Certificates

Series      Class      Rating
2000-3      A          CCC- (sf)
2000-4      A-5        CCC- (sf)
2000-4      A-6        CCC- (sf)
2000-5      A-6        CCC- (sf)
2000-5      A-7        CCC- (sf)
2000-6      A-5        CCC- (sf)
2001-1      A-5        CCC- (sf)
2001-2      A          CCC- (sf)
2001-4      A-4        B- (sf)
2001-4      M-1        CCC- (sf)
2002-1      A-1        BBB+ (sf)
2002-1      M-1-A      CCC+ (sf)
2002-1      M-1-F      CCC+ (sf)
2002-1      M-2        CCC- (sf)
2002-1      B-1        CC (sf)
2002-2      A-2        BB+(sf)
2002-2      M-2        CCC- (sf)

OTHER OUTSTANDING RATINGS

Green Tree Manufactured Housing Trust
Series      Class      Rating
1995-2      B-2        D (sf)
1995-3      B-2        D (sf)
1995-4      B-2        D (sf)
1995-5      B-2        D (sf)
1995-6      B-2        D (sf)
1995-7      B-2        D (sf)
1995-8      B-2        D (sf)
1995-9      B-2        D (sf)
1995-10     B-2        D (sf)
1996-1      B-2        D (sf)
1996-2      B-2        D (sf)
1996-3      B-2        D (sf)
1996-4      B-1        D (sf)
1996-4      B-2        D (sf)
1996-5      B-1        D (sf)
1996-5      B-2        D (sf)
1996-6      B-1        D (sf)
1996-6      B-2        D (sf)
1996-7      B-1        D (sf)
1996-7      B-2        D (sf)
1996-8      B-1        D (sf)
1996-8      B-2        D (sf)
1996-9      B-1        D (sf)
1996-9      B-2        D (sf)
1996-10     B-1        D (sf)
1996-10     B-2        D (sf)
1997-4      B-1        D (sf)
1997-4      B-2        D (sf)
1997-6      B-1        D (sf)
1997-6      B-2        D (sf)
1997-7      B-1        D (sf)
1997-7      B-2        D (sf)
1997-8      B-1        D (sf)
1997-8      B-2        D (sf)
1998-2      B-1        D (sf)
1998-2      B-2        D (sf)
1998-3      B-1        D (sf)
1998-3      B-2        D (sf)
1998-5      B-1        D (sf)
1998-5      B-2        D (sf)
1998-6      M-2        D (sf)
1998-6      B-1        D (sf)
1998-6      B-2        D (sf)
1998-8      M-2        D (sf)
1998-8      B-1        D (sf)
1998-8      B-2        D (sf)

Manufactured Housing Contract Senior-Subordinate Pass-Through
Trust

Series      Class      Rating
1999-1      M-2        D (sf)
1999-1      B-1        D (sf)
1999-1      B-2        D (sf)
1999-2      M-2        D (sf)
1999-2      B-1        D (sf)
1999-2      B-2        D (sf)
1999-3      M-1        D (sf)
1999-3      M-2        D (sf)
1999-3      B-1        D (sf)
1999-3      B-2        D (sf)
1999-4      M-1        D (sf)
1999-4      M-2        D (sf)
1999-4      B-1        D (sf)
1999-4      B-2        D (sf)
1999-5      M-1        D (sf)
1999-5      M-2        D (sf)
1999-5      B-1        D (sf)
1999-5      B-2        D (sf)
1999-6      M-1        D (sf)
1999-6      M-2        D (sf)
1999-6      B-1        D (sf)
1999-6      B-2        D (sf)
2000-2      M-1        D (sf)
2000-2      M-2        D (sf)
2000-2      B-1        D (sf)

Manufactured Housing Contract Senior-Subordinate Pass-Through
Certificates

Series      Class      Rating
2000-3      B-1        D (sf)
2000-4      M-1        D (sf)
2000-4      M-2        D (sf)
2000-4      B-1        D (sf)
2000-5      M-1        D (sf)
2000-5      M-2        D (sf)
2000-5      B-1        D (sf)
2000-6      M-1        D (sf)
2000-6      M-2        D (sf)
2000-6      B-1        D (sf)
2001-1      M-1        D (sf)
2001-1      M-2        D (sf)
2001-1      B-1        D (sf)
2001-2      M-1        D (sf)
2001-2      M-2        D (sf)
2001-2      B-1        D (sf)
2001-3      M-1        D (sf)
2001-3      M-2        D (sf)
2001-3      B-1        D (sf)
2001-4      M-2        D (sf)
2001-4      B-1        D (sf)
2002-2      B-1        D (sf)


* S&P Keeps 'D' Ratings on 46 Classes From 24 Oakwood ABS Deals
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes, lowered its ratings on 11 classes, and affirmed its
ratings on 34 classes of certificates from 24 Oakwood Homes Corp.
(Oakwood)-related manufactured housing asset-backed securities
(ABS) transactions. "At the same time, we maintained 'D (sf)'
ratings on 46 classes issued from these transactions," S&P said.

"Most of the transactions are experiencing higher cumulative net
losses than we expected at deal inception. We attribute the
increase in losses to rises in both default frequencies and loss
severities," S&P said.

"The upgrades reflect our assessment of the growth in credit
enhancement because some of the classes in the capital structure
benefit from subordination that continues to grow as a percent of
the current pool balance, which mitigates our higher loss
expectations for these pools. It also reflects our expectations
regarding the likelihood of repayment in full of the remaining
balances of the affected classes before these classes would become
undercollateralized in our stress scenarios," S&P said.

"The lowered ratings reflect our view that the available credit
enhancement is no longer sufficient to support our previous
ratings given our revised expected cumulative net losses. The
downgrades of certain classes to 'CC (sf)' reflect our view of the
likelihood that these classes will not receive full repayment of
their original principal amount at legal final maturity date," S&P
said.

"The affirmations reflect our view that the total credit support
as a percent of the amortizing pool balances is sufficient to
support the classes at their current rating levels, compared with
our revised expected remaining cumulative net losses,. In
addition, we affirmed a number of 'CCC-' and 'CC' ratings. This
reflects our view of the high probability that the transactions
may be unable to meet full and timely interest or ultimate
principal on these classes at a future date," S&P said.

"Furthermore, our rating on 46 classes remain at 'D (sf)' to
reflect failure to pay full and timely interest at the time of the
downgrades," S&P said.

"Based on the ongoing performance of the Oakwood manufactured
housing collateral pools, we anticipate further deterioration in
performance of some transaction that will exceed our previously
revised lifetime cumulative net loss expectation (see table 1). As
a result, the rating actions reflect our revised views regarding
future collateral performance and each transaction's structure,"
S&P said.

Table 1
Collateral Performance (%)
As of August 2012 Distribution
Oakwood Mortgage Investors Inc.

Series         Pool           Current        Revised expected
               factor         CNL            lifetime CNL (i)
1995-A          2.64%         16.80%         17.00 - 17.25
1995-B          4.05%         15.77%         16.00 - 16.25
1996-B          6.46%         18.72%         19.50 - 20.00
1996-C          8.11%         20.38%         21.75 - 22.25
1997-A          9.96%         17.95%         19.50 - 20.00
1997-B         10.76%         20.24%         22.25 - 22.75
1997-C         12.68%         19.05%         21.75 - 22.25
1998-A         10.78%         24.39%         26.50 - 27.50
1998-B         10.33%         28.54%         31.00 - 32.00
1998-D         14.78%         29.20%         33.50 - 34.50

OMI Trust

Series         Pool           Current        Revised expected
               Factor         CNL            lifetime CNL (i)
1999-C         16.31%         30.96%         36.00 - 37.00
1999-D         17.11%         29.96%         36.00 - 37.00
1999-E         18.66%         27.79%         34.50 - 35.50
2000-A         19.15%         28.97%         35.00 - 36.00
2000-B         15.69%         34.33%         39.50 - 40.50
2000-C         14.55%         34.57%         40.50 - 41.50
2000-D         14.00%         42.59%         48.25 - 49.25
2001-C         15.03%         46.48%         54.00 - 55.00
2001-D         19.70%         37.87%         47.25 - 48.25
2001-E         22.42%         33.79%         42.50 - 43.50
2002-A         23.09%         32.78%         42.00 - 43.00
2002-B         22.56%         33.23%         43.00 - 44.00
2002-C         26.96%         32.60%         44.50 - 45.50

(i)Lifetime CNL expectations based on current performance data.
CNL-cumulative net loss.

"Each transaction was initially structured with subordination (for
the higher-rated classes), overcollateralization (O/C), excess
spread, and/or reserve funds. Since the transactions are
experiencing higher-than-expected losses, the O/C on each of these
transactions, except for series 2004-OAK1, has been fully depleted
to zero. In addition, many of the mezzanine and subordinate
certificates in these transactions have been fully or partially
written-down," S&P said.

"Series 2000-A, 2000-B, 2000-D, 2001-C, and 2001-D, which all
contain outstanding class A certificates rated 'CCC- (sf)', have
collateral balances that are currently less than the outstanding
certificate balance. In our view, these class A certificates are
highly vulnerable to nonpayment of ultimate principal at each
certificate's legal final maturity date," S&P said.

"The class A-1 certificates from series 2001-C, 2001-D, and 2002-
B, have legal final maturity date within the next 12 months. Given
the current performance of these transactions, we expect the class
A-1 certificates from these three series will not receive full
repayment of their remaining principal balance at the legal final
maturity date. As such, we have lowered our ratings to 'CC (sf)',"
S&P said.

"The 2004-OAK1 transaction is a REMIC trust. The collateral for
this transaction consists of two underlying securities: class A-1
from OMI Trust 2000-B and class A-1 from OMI Trust 2000-C. This
transaction incorporates additional credit enhancement in the form
of overcollateralization from the underlying securities, which is
sufficient to support the certificates from this transaction at
their current rating levels," S&P said.

"Standard & Poor's will continue to monitor the performance of the
transactions relative to their cumulative net loss expectations
and the available credit enhancement. We will take rating actions
as we consider appropriate," S&P said.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

          http://standardandpoorsdisclosure-17g7.com

RATINGS RAISED
Oakwood Mortgage Investors Inc.
                         Rating
Series     Class       To         From
1998-A     A-4         AAA (sf)   AA- (sf)
1998-A     A-5         AAA (sf)   AA- (sf)
1998-B     A-3         AA (sf)    A (sf)
1998-B     A-4         AA (sf)    A (sf)
1998-B     A-5         AA (sf)    A (sf)


RATINGS LOWERED
OMI Trust
                         Rating
Series     Class       To           From
2001-C     A-1         CC (sf)      CCC- (sf)
2001-D     A-1         CC (sf)      CCC- (sf)
2002-A     A-1         CCC- (sf)    B- (sf)
2002-A     A-2         CCC+ (sf)    B- (sf)
2002-A     A-3         CCC+ (sf)    B- (sf)
2002-A     A-4         CCC+ (sf)    B- (sf)
2002-B     A-1         CC (sf)      B- (sf)
2002-B     A-2         CCC (sf)     B- (sf)
2002-B     A-3         CCC (sf)     B- (sf)
2002-B     A-4         CCC (sf)     B- (sf)
2002-C     A-1         CCC (sf)     B- (sf)

RATINGS AFFIRMED

Oakwood Mortgage Investors Inc.

Series     Class    Rating
1995-A     B-1      CCC- (sf)
1995-B     B-1      CCC- (sf)
1996-B     A-6      AAA (sf)
1996-C     A-6      AAA (sf)
1997-A     A-6      AAA (sf)
1997-A     B-1      CC (sf)
1997-B     M-1      A (sf)
1997-C     M-1      A (sf)
1998-A     M        CCC (sf)
1998-B     M-1      CCC- (sf)
1998-D     A-1      BB (sf)
1998-D     A-1 ARM  BB (sf)

OMI Trust

Series     Class    Rating
1999-C     A-2      CCC- (sf)
1999-D     A-1      CCC- (sf)
1999-E     A-1      CCC- (sf)
2000-A     A-2      CCC- (sf)
2000-A     A-3      CCC- (sf)
2000-A     A-4      CCC- (sf)
2000-A     A-5      CCC- (sf)
2000-B     A-1      CCC- (sf)
2000-C     A-1      CCC- (sf)
2000-D     A-4      CCC- (sf)
2001-C     A-2      CCC- (sf)
2001-C     A-3      CCC- (sf)
2001-C     A-4      CCC- (sf)
2001-D     A-2      CCC- (sf)
2001-D     A-3      CCC- (sf)
2001-D     A-4      CCC- (sf)
2001-E     A-1      CCC- (sf)
2001-E     A-2      CCC- (sf)
2001-E     A-3      CCC- (sf)
2001-E     A-4      CCC- (sf)

ABSC Manufactured Housing Contract Resecuritization Trust 2004-
OAK1

Class   Rating
A-3     BBB+ (sf)
A-4     BB+ (sf)

OTHER OUTSTANDING RATINGS
Oakwood Mortgage Investors Inc.
Series         Class    Rating
1997-A         B-2         D (sf)
1997-B         B-1         D (sf)
1997-B         B-2         D (sf)
1997-C         B-1         D (sf)
1997-C         B-2         D (sf)
1998-A         B-1         D (sf)
1998-B         M-2         D (sf)
1998-B         B-1         D (sf)
1998-B         B-2         D (sf)

OMI Trust
Series         Class    Rating
1999-C         M-1         D (sf)
1999-C         M-2         D (sf)
1999-C         B-1         D (sf)
1999-D         M-1         D (sf)
1999-D         M-2         D (sf)
1999-D         B-1         D (sf)
1999-E         M-1         D (sf)
1999-E         M-2         D (sf)
2000-A         M-1         D (sf)
2000-A         M-2         D (sf)
2000-A         B-1         D (sf)
2000-B         M-1         D (sf)
2000-B         B-1         D (sf)
2000-C         M-1         D (sf)
2000-C         M-2         D (sf)
2000-C         B-1         D (sf)
2000-D         M-1         D (sf)
2000-D         M-2         D (sf)
2000-D         B-1         D (sf)
2001-C         M-1         D (sf)
2001-C         M-2         D (sf)
2001-C         B-1         D (sf)
2001-D         M-1         D (sf)
2001-D         M-2         D (sf)
2001-D         B-1         D (sf)
2001-E         M-1         D (sf)
2001-E         M-2         D (sf)
2001-E         B-1         D (sf)
2002-A         M-1         D (sf)
2002-A         M-2         D (sf)
2002-A         B-1         D (sf)
2002-B         M-1         D (sf)
2002-B         M-2         D (sf)
2002-B         B-1         D (sf)
2002-C         M-1         D (sf)
2002-C         M-2         D (sf)
2002-C         B-1         D (sf)


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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