TCR_Public/120930.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 30, 2012, Vol. 16, No. 272

                            Headlines

ALESCO PREFERRED I: Moody's Raises Cl. B-1 Notes Rating to 'Ca'
ALESCO PREFERRED IX: Moody's Lifts Rating on Cl. A-2B Notes to Ba2
ALESCO PREFERRED XI: Moody's Lifts Cl. A-2 Notes Rating From Ba3
ALESCO PREFERRED XV: Moody's Lifts Cl. A-1 Notes Rating From Ba2
AMERIQUEST MORTGAGE: Moody's Confirms 'Caa3' Rating on $8MM RMBS

ARES XXIV: S&P Rates Class E Deferrable Notes 'BB'
BEAR STEARNS 2005-PWR8: Moody's Keeps C Ratings on 6 Cert. Classes
BEAR STEARNS 2006-TOP24: Moody's Cuts Class D Cert. Rating to 'C'
CAPITALSOURCE 2006-1: Fitch Affirms Junk Rating on Class E Notes
CAPITALSOURCE 2006-2: Fitch Raises Rating on Cl. E Notes to 'BB'

CAPITALSOURCE 2007-1: Fitch Affirms Junk Rating on Class E Notes
CAPTEC FRANCHISE 2000-1: Fitch Holds D Ratings on 4 Note Classes
CARLYLE GLOBAL 2012-1: S&P Affirms 'BB' Rating on Class E Notes
CITICORP MORTGAGE: Moody's Cuts Rating on One Tranche to 'Caa2'
CITIGROUP 2006-FL2: Moody's Cuts Ratings on 2 Cert. Classes to 'C'

CITIGROUP 2008-C7: Moody's Cuts Ratings on 2 Cert. Classes to 'C'
CITIGROUP 2012-GC8: Fitch Assigns B Rating to $19MM Class F Certs.
COMM 2005-FL10: Moody's Affirms Caa3 Ratings on 2 Cert. Classes
CREDIT SUISSE 2003-CK2: Moody's Holds C Ratings on 2 Cert Classes
CREDIT SUISSE 2005-C5: Fitch Cuts Rating on Five Cert. Classes

CREST 2002-1: Moody's Cuts Ratings on Two Note Classes to 'Caa1'
COBALT CMBS 2006-C1: Fitch Junks Rating on 3 Certificate Classes
CRYSTAL COVE: S&P Keeps 'D' Ratings on Four Note Classes
CWABS 2005: Moody's Cuts Ratings on 3 Securities Tranches to 'Ca'
GANNETT PEAK: Moody's Lifts Rating on Class D-1 Notes to 'B1'

GE COMMERCIAL 2002-1: Moody's Cuts Rating on X-1 Certs. to 'Caa2'
GE COMMERCIAL 2004-C3: Moody's Keeps C Ratings on 2 Cert. Classes
GMAC 2001-C1: Fitch Affirms Junk Rating on 2 Note Classes
GMAC 2004-C2: Moody's Lowers Rating on Class E Secs. to 'C'
GREENWICH CAPITAL: Moody's Cuts Ratings on 2 Cert. Classes to 'C'

GUAM POWER: Fitch Affirms 'BB+' Rating on $56.1-Mil. Bonds
GULF STREAM-COMPASS: Moody's Raises Rating on Cl. E Notes to Ba2
JP MORGAN 2003-CIBC9: Moody's Affirms 'Caa3' Rating on N Certs.
JP MORGAN 2002-C1: S&P Cuts Ratings on 2 Cert. Classes to 'D'
JP MORGAN 2005-LDP1: Moody's Cuts Rating on Class J Certs. to 'C'

JP MORGAN 2006-LDP7: Moody's Affirms C Ratings on 4 Cert. Classes
JP MORGAN 2007-CIBC20: Moody's Cuts Rating on Cl. H Certs. to 'C'
JP MORGAN 2007-FL1: Moody's Cuts Rating on Class J Certs. to 'C'
JP MORGAN 2011-FL1: Moody's Affirms 'Ba2' on Cl. MH Certificates
JP MORGAN 2012-C8: Fitch Issues Presale Report on Several Certs.

JP MORGAN 2012-C8: S&P Gives 'BB-' Rating on Class G Certificates
KIMBERLITE I: Moody's Affirms 'C' Ratings on 8 Sec. Classes
LB COMMERCIAL 1998-C4: Moody's Keeps 'C' Rating on L Certificates
LB-UBS 2003-C7: Moody's Cuts Rating on Class Q Certs. to 'C'
LB-UBS 2003-C8: Moody's Cuts Rating on Class N Certs. to 'Caa2'

LEAF RECEIVABLES: DBRS Assigns 'BB' Rating to Class E-2 Notes
LEAF RECEIVABLES: Moody's Assigns 'Ba2' Rating to Cl. E-2 Notes
LEGG MASON I: Moody's Affirms 'Caa3' Rating on Class G Notes
LEGG MASON II: Moody's Affirms 'Caa1' Rating on Class C Secs.
MAREA CLO: Moody's Assigns 'Ba3' Rating to Class E Notes

MAREA CLO: S&P Gives 'BB' Rating on Class E Deferrable Notes
MARINE PARK: S&P Rates Class D Deferrable Notes 'BB-'
MASTR ASSET 2006-1: Moody's Cuts Ratings on 2 Tranches to 'Caa3'
MERRILL LYNCH 2005-CIP1: Moody's Cuts Rating on Cl. G Certs. to C
MORGAN STANLEY 2000-F1: Fitch Affirms 'C' Rating on 3 Note Classes

N-STAR REAL: Fitch Junks Rating on Four Note Classes
NATIONAL COLLEGIATE 2006-2: S&P Cuts Class B Notes Rating to 'D'
NAVIGATOR CDO 2005: S&P Hikes Ratings on 2 Note Classes From 'B+'
NYLIM FLATIRON: Moody's Raises Rating on Class D Notes From Ba1
PEACHTREE FRANCHISE: Fitch Affirms 'Dsf' Rating on Three Notes

PPLUS TRUST: Moody's Cuts Rating on Class A Trust Certs. to 'Ba3'
REAL ESTATE: Moody's Affirms 'Caa2' Rating on Class L Certs.
ROCK 2001-C1: Moody's Lowers Rating on Class L Certs. to 'Ca'
SANTANDER CONSUMER: Moody's Lifts Ratings on 2 Tranches From Ba2
SAXON ASSET 2005-1: S&P Raises Rating on Class B-3 to 'CC(sf)'

SCHOONER TRUST: Moody's Affirms 'Caa2' Rating on Class L Certs.
SEQUOIA MORTGAGE 2012-4: Fitch Rates Class B-4 Certs. at 'BBsf'
SOLAR INVESTMENT: Fitch Withdraws 'Dsf' Rating on 2 Note Classes
SOUTH COAST: Moody's Lowers Rating on $120MM Notes to 'Caa1'
STRUCTURED ASSET: Moody's Lifts Rating on Units Trust From 'Ba1'

TERWIN MORTGAGE: Moody's Cuts Rating on Class II-A-3 RMBS to 'C'
TRAPEZA VI: Moody's Raises Class A-2 Notes Rating From 'Ba2'
TRICADIA 2003-1: Moody's Lifts Rating on Class. B-1L Notes to 'B2'
TROPIC CDO: Moody's Raises Rating on Class A-2L Notes From 'Ba3'
UBS-BARCLAYS 2012-C3: DBRS Assigns 'BB' Rating on Class E Certs.

VENTURE XI: S&P Assigns Prelim. 'B' Rating on Class F Notes
WACHOVIA BANK 2002-C2: Moody's Cuts Rating on IO-I Certs. to Caa2
WACHOVIA BANK 2005-C20: Fitch Affirms D Rating on Class H Certs.
WELLS FARGO 2010-C1: Fitch Affirms 'Bsf' Rating on Class F Notes
WELLS FARGO 2011-C5: Fitch Affirms B Rating on Class G Notes

WELLS FARGO 2012-LC5: Moody's Rates Class F Certificates '(P)B2'
WESTWOOD CDO II: S&P Raises Rating on Class E Notes to 'B-'
WFRBS 2011-C5: Moody's Affirms 'B2' Rating on Class G Certificates
WHITEHORSE II: S&P Raises Rating on Class B-1L Notes From 'BB+'

* Fitch Lowers Ratings on 46 Bonds in 23 CMBS Transactions to 'D'
* Moody's Takes Rating Actions on $9.8-Mil. Resecuritized RMBS
* Moody's Takes Rating Actions on LOC-Backed Debt Obligations
* S&P Lowers Ratings on 129 Classes From 38 US RMBS Transactions
* S&P Withdraws Ratings on 24 Classes of Notes From 8 CDO Deals

* S&P Puts Ratings on 95 Tranches From 22 US CDOs on Watch Pos
* S&P Cuts Ratings on 100 Classes From 23 U.S. RMBS Transactions
* S&P Lowers Ratings on 459 Certificate Classes to 'D'


                            *********


ALESCO PREFERRED I: Moody's Raises Cl. B-1 Notes Rating to 'Ca'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Alesco Preferred Funding I, Ltd.:

U.S.$149,000,000 Class A-1 First Priority Senior Secured Floating
Rate Notes Due October 15, 2033 (current balance of $80,915,448),
Upgraded to Aa3 (sf); previously on October 28, 2011 Upgraded to
A2 (sf);

U.S.$66,000,000 Class A-2 Second Priority Senior Secured Floating
Rate Notes Due October 15, 2033, Upgraded to A2 (sf); previously
on Oct 28, 2011 Upgraded to Baa3 (sf);

U.S.$56,700,000 Class B-1 Mezzanine Secured Floating Rate Notes
Due October 15, 2033 (current balance of $59,393,223), Upgraded to
Ca (sf); previously on July 13, 2010 Downgraded to C (sf);

U.S.$45,000,000 Class B-2 Mezzanine Secured Fix/Floating Rate
Notes Due October 15, 2033 (current balance of $47,137,479),
Upgraded to Ca (sf); previously on July 13, 2010 Downgraded to C
(sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of the increase in performing par and an
increase in the transaction's overcollateralization ratios since
the last rating action in October 2011.

Moody's notes that the deal benefited from an increase in
performing par of the underlying portfolio. The total par amount
that Moody's treated as defaulted declined to $39 million compared
to $76.5 million as of the last rating action date. Three of the
assets that were assumed to be defaulted resumed to pay interest
since the last rating action. Based on the latest trustee report
dated August 31, 2012, the Class A Overcollateralization Ratio and
Class B Overcollateralization Ratio are reported at 137.09% (limit
125.0%) and 79.47% (limit 101.3%), respectively, versus September
30, 2011 levels of 113.85% and 66.93% respectively.

Moody's also notes that the Class A-1 notes have been paid down by
approximately $4.3 million or 5% since the last rating action, as
a result of diversion of excess interest proceeds. Going forward,
the Class A-1 notes will continue to benefit from the diversion of
excess interest due to the failure in Class B
Overcollateralization Test.

Due to the impact of revised and updated key assumptions
referenced in Moody's rating methodology, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's Asset Correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers. In the
base case, Moody's analyzed the underlying collateral pool to have
a performing par of $200.6 million, defaulted and deferring par of
$39 million, a weighted average default probability of 21.96%
(implying a WARF of 1103), Moody's Asset Correlation of 17.84%,
and a weighted average recovery rate upon default of 10%. In
addition to the quantitative factors that are explicitly modeled,
qualitative factors are part of rating committee considerations.
Moody's considers the structural protections in the transaction,
the risk of triggering an Event of Default, recent deal
performance under current market conditions, the legal
environment, and specific documentation features. All information
available to rating committees, including macroeconomic forecasts,
inputs from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, may influence the final rating decision.

Alesco Preferred Funding I, Ltd., issued on September 25, 2003, is
a collateralized debt obligation backed by a portfolio of bank
trust preferred securities (TruPS).

The portfolio of this CDO is mainly comprised of trust preferred
securities (TruPS) issued by small to medium sized U.S. community
banks that are generally not publicly rated by Moody's. To
evaluate the credit quality of bank TruPS without public ratings,
Moody's uses RiskCalc model, an econometric model developed by
Moody's KMV, to derive their credit scores. Moody's evaluation of
the credit risk for a majority of bank obligors in the pool relies
on FDIC financial data reported as of Q2-2012.

Moody's also evaluates the sensitivity of the rated transaction to
the volatility of the credit estimates, as described in Moody's
Rating Implementation Guidance "Updated Approach to the Usage of
Credit Estimates in Rated Transactions" published in October 2009.

The principal methodology used in this rating was "Moody's
Approach to Rating TRUP CDOs" published in May 2011.

The transaction's portfolio was modeled using CDOROM v.2.8-5 to
develop the default distribution from which the Moody's Asset
Correlation parameter was obtained. This parameter was then used
as an input in a cash flow model using CDOEdge. CDOROM v.2.8-5 is
available on moodys.com under Products and Solutions -- Analytical
models, upon return of a signed free license agreement.

Moody's performed a number of sensitivity analyses of the results
to certain key factors driving the ratings. Moody's analyzed the
sensitivity of the model results to changes in the portfolio WARF
(representing an improvement or a deterioration in the credit
quality of the collateral pool), assuming that all other factors
are held equal. If the WARF is increased by 430 points from the
base case of 1103, the model-implied rating of the Class A-1 notes
is one notch worse than the base case result. Similarly, if the
WARF is decreased by 250 points, the model-implied rating of the
Class A-1 notes is one notch better than the base case result.

In addition, Moody's also performed two additional sensitivity
analyses as described in the Special Comment "Sensitivity Analyses
on Deferral Cures and Default Timing for Monitoring TruPS CDOs"
published in August 2012. In the first, Moody's gave par credit to
banks that are deferring interest on their TruPS but satisfy
specific credit criteria and thus have a strong likelihood of
resuming interest payments. Under this sensitivity analysis,
Moody's gave par credit to $10 million of bank TruPS. In the
second sensitivity analysis, Moody's ran alternative default-
timing profile scenarios to reflect the lower likelihood of a
large spike in defaults. Below is a summary of the impact 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:

Sensitivity Analysis 1:

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

Sensitivity Analysis 2:

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

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as Moody's outlook on the banking
sector remains negative, although there have been some recent
signs of stabilization. The pace of FDIC bank failures continues
to decline in 2012 compared to 2011, 2010 and 2009, and some of
the previously deferring banks have resumed interest payment on
their trust preferred securities.


ALESCO PREFERRED IX: Moody's Lifts Rating on Cl. A-2B Notes to Ba2
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Alesco Preferred Funding IX, Ltd.:

US$365,000,000 Class A-1 First Priority Delayed Draw Senior
Secured Floating Rate Notes Due June 23, 2036 (current balance of
$311,174,813.32), Upgraded to Baa1 (sf); previously on September
27, 2010 Downgraded to Baa3 (sf);

US$59,000,000 Class A-2A Second Priority Senior Secured Floating
Rate Notes Due June 23, 2036, Upgraded to Ba2 (sf); previously on
September 27, 2010 Downgraded to B2 (sf);

US$3,000,000 Class A-2B Second Priority Senior Secured
Fixed/Floating Rate Notes Due June 23, 2036, Upgraded to Ba2 (sf);
previously on September 27, 2010 Downgraded to B2 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of the improvement in the credit quality of the
underlying portfolio since the last rating action in September
2010. Based on Moody's calculation, the weighted average rating
factor (WARF) improved to 1481 compared to 2132 as of the last
rating action date. Moody's also notes that the Class A-1 notes
have been paid down by approximately $17 million or 5% since the
last rating action, as a result of diversion of excess interest
proceeds. Going forward, the Class A-1 notes will continue to
benefit from the diversion of excess interest.

Due to the impact of revised and updated key assumptions
referenced in Moody's rating methodology, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's Asset Correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers. In its
base case, Moody's analyzed the underlying collateral pool to have
a performing par of $429 million, defaulted/deferring par of $128
million, a weighted average default probability of 28.88%
(implying a WARF of 1481), Moody's Asset Correlation of 18.48%,
and a weighted average recovery rate upon default of 8.12%. In
addition to the quantitative factors that are explicitly modeled,
qualitative factors are part of rating committee considerations.
Moody's considers the structural protections in the transaction,
the risk of triggering an Event of Default, recent deal
performance under current market conditions, the legal
environment, and specific documentation features. All information
available to rating committees, including macroeconomic forecasts,
inputs from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, may influence the final rating decision.

Alesco Preferred Funding IX, Ltd., issued on December 2005, is a
collateralized debt obligation backed by a portfolio of bank and
insurance trust preferred securities (TruPS).

The portfolio of this CDO is mainly comprised of TruPS issued by
small to medium sized U.S. community banks and insurance companies
that are generally not publicly rated by Moody's. To evaluate the
credit quality of bank TruPS without public ratings, Moody's uses
RiskCalc model, an econometric model developed by Moody's KMV, to
derive their credit scores. Moody's evaluation of the credit risk
for a majority of bank obligors in the pool relies on FDIC
financial data received as of Q2-2012. For insurance TruPS without
public ratings, Moody's relies on the assessment of Moody's
Insurance team based on the credit analysis of the underlying
insurance firms' annual statutory financial reports.

The principal methodology used in this rating was "Moody's
Approach to Rating TRUP CDOs" published in May 2011.

Moody's also evaluates the sensitivity of the rated transaction to
the volatility of the credit estimates, as described in Moody's
Rating Implementation Guidance "Updated Approach to the Usage of
Credit Estimates in Rated Transactions" published in October 2009.

The transaction's portfolio was modeled using CDOROM v.2.8-5 to
develop the default distribution from which the Moody's Asset
Correlation parameter was obtained. This parameter was then used
as an input in a cash flow model using CDOEdge. CDOROM v.2.8-5 is
available on moodys.com under Products and Solutions -- Analytical
models, upon return of a signed free license agreement.

Moody's performed a number of sensitivity analyses of the results
to certain key factors driving the ratings. Moody's analyzed the
sensitivity of the model results to changes in the portfolio WARF
(representing an improvement or a deterioration in the credit
quality of the collateral pool), assuming that all other factors
are held equal. If the WARF is increased by 290 points from the
base case of 1481, the model-implied rating of the Class A-1 notes
is one notch worse than the base case result. Similarly, if the
WARF is decreased by 220 points, the model-implied rating of the
Class A-1 notes is one notch better than the base case result.

Moody's also performed two additional sensitivity analyses as
described in the Special Comment "Sensitivity Analyses on Deferral
Cures and Default Timing for Monitoring TruPS CDOs" published in
August 2012. In the first, Moody's gave par credit to banks that
are deferring interest on their TruPS but satisfy specific credit
criteria and thus have a strong likelihood of resuming interest
payments. Under this sensitivity analysis, Moody's gave par credit
to $19 million of bank TruPS. In the second sensitivity analysis,
Moody's ran alternative default-timing profile scenarios to
reflect the lower likelihood of a large spike in defaults. Below
is a summary of the impact 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:

Sensitivity Analysis 1:

Class A-1:+1
Class A-2A: +1
Class A-2B: +1
Class B-1: +1
Class B-2: +1
Class C-1: 0
Class C-2: 0
Class C-3: 0
Class C-4: 0

Sensitivity Analysis 2:

Class A-1:+1
Class A-2A: +1
Class A-2B: +1
Class B-1: 0
Class B-2: 0
Class C-1: 0
Class C-2: 0
Class C-3: 0
Class C-4: 0

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as Moody's outlook on the banking
sector remains negative, although there have been some recent
signs of stabilization. The pace of FDIC bank failures continues
to decline in 2012 compared to 2011, 2010 and 2009, and some of
the previously deferring banks have resumed interest payment on
their trust preferred securities. Moody's continues to have a
stable outlook in the insurance sector.


ALESCO PREFERRED XI: Moody's Lifts Cl. A-2 Notes Rating From Ba3
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Alesco Preferred Funding XI, Ltd.:

U.S.$174,000,000 Class A-1A First Priority Senior Secured Floating
Rate Notes due December 23, 2036 (current balance of
$141,106,984), Upgraded to A2 (sf); previously on June 24, 2010
Downgraded to Baa2 (sf);

U.S.$176,000,000 Class A-1B First Priority Delayed Draw Senior
Secured Floating Rate Notes due December 23, 2036 (current balance
of $142,728,093), Upgraded to A2 (sf); previously on June 24, 2010
Downgraded to Baa2 (sf);

U.S.$95,000,000 Class A-2 Second Priority Senior Secured Floating
Rate Notes due December 23, 2036 , Upgraded to Baa3 (sf);
previously on June 24, 2010 Downgraded to Ba3 (sf).

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily the result of an improvement in the credit quality of
the underlying portfolio, deleveraging of Class A-1 notes and an
increase in the transaction's overcollateralization ratios since
the last rating action in June 24, 2010.

Moody's notes that the deal benefited from an improvement in the
credit quality of the underlying portfolio. Based on Moody's
calculation, the weighted average rating factor (WARF) improved to
1365 compared to 1981 as of the last rating action date. Moody's
also notes that the Class A-1 notes have been paid down by
approximately $35 mln or 11% since the last rating action, as a
result of diversion of excess interest proceeds and disbursement
of principal proceeds from redemptions of underlying assets. As a
result of this deleveraging, the Class A-1 notes' par coverage
improved to 124.95% from 119.51 since the last rating action, as
calculated by Moody's.

Moody's also notes that the Class A-1 notes have been paid down by
approximately $35 million or 11% since the last rating action, due
to diversion of excess interest proceeds and disbursement of
principal proceeds from redemptions of underlying assets. As a
result of this deleveraging, the Class A-1 notes' par coverage
improved to 124.95% from 119.51% since the last rating action, as
calculated by Moody's. Going forward, the Class A-1 notes will
continue to benefit from the diversion of excess interest due to
the failure of the coverage tests.

Due to the impact of revised and updated key assumptions
referenced in Moody's rating methodology, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's Asset Correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers. In the
base case, Moody's analyzed the underlying collateral pool to have
a performing par of $473.3 million, defaulted and deferring par of
$60.7 million, a weighted average default probability of 28.25%
(implying a WARF of 1365), Moody's Asset Correlation of 17.41%,
and a weighted average recovery rate upon default of 7.96%. In
addition to the quantitative factors that are explicitly modeled,
qualitative factors are part of rating committee considerations.
Moody's considers the structural protections in the transaction,
the risk of triggering an Event of Default, recent deal
performance under current market conditions, the legal
environment, and specific documentation features. All information
available to rating committees, including macroeconomic forecasts,
inputs from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, may influence the final rating decision.

Alesco Preferred Funding XI, Ltd., issued on June 29, 2006, is a
collateralized debt obligation backed by a portfolio of bank and
insurance trust preferred securities (TruPS).

The portfolio of this CDO is mainly comprised of trust preferred
securities (TruPS) issued by small to medium sized U.S. community
banks and insurance companies that are generally not publicly
rated by Moody's. To evaluate the credit quality of bank TruPS
without public ratings, Moody's uses RiskCalc model, an
econometric model developed by Moody's KMV, to derive their credit
scores. Moody's evaluation of the credit risk for a majority of
bank obligors in the pool relies on FDIC financial data reported
as of Q2-2012. For insurance TruPS without public ratings, Moody's
relies on the assessment of Moody's Insurance team based on the
credit analysis of the underlying insurance firms' annual
statutory financial reports.

Moody's also evaluates the sensitivity of the rated transaction to
the volatility of the credit estimates, as described in Moody's
Rating Implementation Guidance "Updated Approach to the Usage of
Credit Estimates in Rated Transactions" published in October 2009.

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

The transaction's portfolio was modeled using CDOROM v.2.8-5 to
develop the default distribution from which the Moody's Asset
Correlation parameter was obtained. This parameter was then used
as an input in a cash flow model using CDOEdge. CDOROM v.2.8-5 is
available on moodys.com under Products and Solutions -- Analytical
models, upon return of a signed free license agreement.

Moody's performed a number of sensitivity analyses of the results
to certain key factors driving the ratings. Moody's analyzed the
sensitivity of the model results to changes in the portfolio WARF
(representing an improvement or a deterioration in the credit
quality of the collateral pool), assuming that all other factors
are held equal. If the WARF is increased by 150 points from the
base case of 1365, the model-implied rating of the Class A-1 notes
is one notch worse than the base case result. Similarly, if the
WARF is decreased by 170 points, the model-implied rating of the
Class A-1 notes is one notch better than the base case result.

In addition, Moody's also performed two additional sensitivity
analyses as described in the Special Comment "Sensitivity Analyses
on Deferral Cures and Default Timing for Monitoring TruPS CDOs"
published in August 2012. In the first, Moody's gave par credit to
banks that are deferring interest on their TruPS but satisfy
specific credit criteria and thus have a strong likelihood of
resuming interest payments. Under this sensitivity analysis,
Moody's gave par credit to $37 million of bank TruPS. In the
second sensitivity analysis, Moody's ran alternative default-
timing profile scenarios to reflect the lower likelihood of a
large spike in defaults. Below is a summary of the impact 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:

Sensitivity Analysis 1:

Class A-1A: +1
Class A-1B: +1
Class A-2: +2
Class B: +2
Class C-1: 0
Class C-2: 0
Class C-3: 0

Combination Notes: +1

Sensitivity Analysis 2:

Class A-1A: +1
Class A-1B: +1
Class A-2: +1
Class B: 0
Class C-1: 0
Class C-2: 0
Class C-3: 0

Combination Notes: +1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as Moody's outlook on the banking
sector remains negative, although there have been some recent
signs of stabilization. The pace of FDIC bank failures continues
to decline in 2012 compared to 2011, 2010 and 2009, and some of
the previously deferring banks have resumed interest payment on
their trust preferred securities. Moody's continues to have a
stable outlook in the insurance sector.


ALESCO PREFERRED XV: Moody's Lifts Cl. A-1 Notes Rating From Ba2
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the following
notes issued by Alesco Preferred Funding XV, Ltd.:

U.S.$362,000,000 Class A-1 First Priority Senior Secured Floating
Rate Notes Due December 23, 2037 (current balance of
$348,506,376), Upgraded to Baa2 (sf); previously on June 24, 2010
Downgraded to Ba2 (sf)

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of the improvement in the credit quality of the
underlying portfolio since the last rating action in June 24,
2010. Per Moody's calculation, the weighted average rating factor
(WARF) improved to 1044 compared to 1989 as of the last rating
action date.

Moody's also notes that the Class A-1 notes have been paid down by
approximately $3.6 million or 1.02% since the last rating action,
due to diversion of excess interest proceeds. In addition,
payments to the swap counterparty have terminated since the
interest rate hedge with a notional amount of $145 million matured
in Mar 2012. As a result, additional excess interest will be
available and disbursed according to the transaction's priority of
payments. Going forward, the Class A-1 notes will continue to
benefit from the diversion of excess interest due to the failure
of the Overcollateralization Tests.

Due to the impact of revised and updated key assumptions
referenced in Moody's rating methodology, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's Asset Correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers. In the
base case, Moody's analyzed the underlying collateral pool to have
a performing par of $412 million, defaulted/deferring par of $255
million, a weighted average default probability of 24.63%
(implying a WARF of 1044), Moody's Asset Correlation of 16.54%,
and a weighted average recovery rate upon default of 9.03%. In
addition to the quantitative factors that are explicitly modeled,
qualitative factors are part of rating committee considerations.
Moody's considers the structural protections in the transaction,
the risk of triggering an Event of Default, recent deal
performance under current market conditions, the legal
environment, and specific documentation features. All information
available to rating committees, including macroeconomic forecasts,
inputs from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, may influence the final rating decision.

Alesco Preferred Funding XV, Ltd., issued on March 29, 2007, is a
collateralized debt obligation backed by a portfolio of bank and
insurance trust preferred securities (TruPS).

The portfolio of this CDO is mainly comprised of trust preferred
securities (TruPS) issued by small to medium sized U.S. community
banks and insurance companies that are generally not publicly
rated by Moody's. To evaluate the credit quality of bank TruPS
without public ratings, Moody's uses RiskCalc model, an
econometric model developed by Moody's KMV, to derive their credit
scores. Moody's evaluation of the credit risk for a majority of
bank obligors in the pool relies on FDIC financial data reported
as of Q2-2012. For insurance TruPS without public ratings, Moody's
relies on the assessment of Moody's Insurance team based on the
credit analysis of the underlying insurance firms' annual
statutory financial reports.

Moody's also evaluates the sensitivity of the rated transaction to
the volatility of the credit estimates, as described in Moody's
Rating Implementation Guidance "Updated Approach to the Usage of
Credit Estimates in Rated Transactions" published in October 2009.

The principal methodology used in this rating was "Moody's
Approach to Rating TRUP CDOs" published in May 2011.

The transaction's portfolio was modeled using CDOROM v.2.8-5 to
develop the default distribution from which the Moody's Asset
Correlation parameter was obtained. This parameter was then used
as an input in a cash flow model using CDOEdge. CDOROM v.2.8-5 is
available on moodys.com under Products and Solutions -- Analytical
models, upon return of a signed free license agreement.

Moody's performed a number of sensitivity analyses of the results
to certain key factors driving the ratings. Moody's analyzed the
sensitivity of the model results to changes in the portfolio WARF
(representing an improvement or a deterioration in the credit
quality of the collateral pool), assuming that all other factors
are held equal. If the WARF is increased by 220 points from the
base case of 1044, the model-implied rating of the Class A-1 notes
is one notch worse than the base case result. Similarly, if the
WARF is decreased by 94 points, the model-implied rating of the
Class A-1 notes is one notch better than the base case result.

In addition, Moody's also performed two additional sensitivity
analyses as described in the Special Comment "Sensitivity Analyses
on Deferral Cures and Default Timing for Monitoring TruPS CDOs"
published in August 2012. In the first, Moody's gave par credit to
banks that are deferring interest on their TruPS but satisfy
specific credit criteria and thus have a strong likelihood of
resuming interest payments. Under this sensitivity analysis,
Moody's gave par credit to $14 million of bank TruPS. In the
second sensitivity analysis, Moody's ran alternative default-
timing profile scenarios to reflect the lower likelihood of a
large spike in defaults. Below is a summary of the impact 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:

Sensitivity Analysis 1:

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

Sensitivity Analysis 2:

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

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as Moody's outlook on the banking
sector remains negative, although there have been some recent
signs of stabilization. The pace of FDIC bank failures continues
to decline in 2012 compared to 2011, 2010 and 2009, and some of
the previously deferring banks have resumed interest payment on
their trust preferred securities. Moody's continues to have a
stable outlook in the insurance sector.


AMERIQUEST MORTGAGE: Moody's Confirms 'Caa3' Rating on $8MM RMBS
----------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of 1 tranche
from Ameriquest Mortgage Securities Inc., Quest Trust 2003-X4,
backed by Scratch and Dent loans.

Ratings Rationale

The action is a result of the recent performance review of Scratch
and Dent pools and reflect Moody's updated loss expectations on
these pools.

The methodologies used in this rating were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and "US RMBS Surveillance Methodology for Scratch
and Dent" published in May 2011.

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

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

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

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in April 2011 to 8.2% in June 2012. Moody's forecasts a
further drop to 7.8% for 2013. Moody's expects house prices to
drop another 1% from their 4Q2011 levels before gradually rising
towards the end of 2013. Performance of RMBS continues to remain
highly dependent on servicer procedures. Any change resulting from
servicing transfers or other policy or regulatory change can
impact the performance of these transactions.

Complete rating actions are as follows:

Issuer: Ameriquest Mortgage Securities Inc., Quest Trust 2003-X4

Cl. M-2, Confirmed at Caa3 (sf); previously on Apr 19, 2012 Caa3
(sf) Placed Under Review for Possible Downgrade

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF298853

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

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF247004


ARES XXIV: S&P Rates Class E Deferrable Notes 'BB'
--------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Ares
XXIV CLO Ltd./Ares XXIV CLO LLC's $643.6 million fixed- and
floating-rate notes.

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

The ratings reflect S&P's assessment of:

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

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

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

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

    The asset manager's experienced management team.

    "Our projections regarding the timely interest and ultimate
    principal payments on the rated notes, which we assessed using
    our cash flow analysis and assumptions commensurate with the
    assigned ratings under various interest-rate scenarios,
    including LIBOR ranging from 0.34%-12.65%," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

Class                   Rating        Amount (mil. $)
A                       AAA (sf)               433.70
B-1                     AA (sf)                 66.60
B-2                     AA (sf)                 13.00
C (deferrable)          A (sf)                  63.10
D (deferrable)          BBB (sf)                36.00
E (deferrable)          BB (sf)                 31.20
Subordinated notes      NR                      75.30

NR-Not rated.


BEAR STEARNS 2005-PWR8: Moody's Keeps C Ratings on 6 Cert. Classes
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed 15 classes of Bear Stearns Commercial Mortgage
Securities Trust Commercial Mortgage Pass-Through Certificates,
Series 2005-PWR8 as follows:

Cl. A-AB, Affirmed at Aaa (sf); previously on Jul 22, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jul 22, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4FL, Affirmed at Aaa (sf); previously on Jul 13, 2005
Assigned Aaa (sf)

Cl. A-J, Affirmed at A3 (sf); previously on Nov 17, 2010
Downgraded to A3 (sf)

Cl. B, Downgraded to Baa3 (sf); previously on Nov 17, 2010
Downgraded to Baa2 (sf)

Cl. C, Downgraded to Ba2 (sf); previously on Nov 17, 2010
Downgraded to Ba1 (sf)

Cl. D, Affirmed at B3 (sf); previously on Nov 17, 2010 Downgraded
to B3 (sf)

Cl. E, Affirmed at Caa1 (sf); previously on Nov 17, 2010
Downgraded to Caa1 (sf)

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

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

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

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

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

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

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

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

Cl. X-2, Affirmed at Aaa (sf); previously on Jul 22, 2005
Definitive Rating Assigned Aaa (sf)

Ratings Rationale

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

The affirmations of the principal classes are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.
The ratings of the IO Classes, Class X-1 and X-2, are consistent
with the expected credit performance of their referenced classes
and thus are affirmed.

Moody's rating action reflects a cumulative base expected loss of
6% of the current balance. At last review, Moody's cumulative base
expected loss was 5%. Moody's provides a current list of base
losses for conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. 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 Fusion U.S. CMBS Transactions" published in April 2005, and
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

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

Moody's analysis also incorporated IO calculator v1.1, which uses
the following inputs to calculate the proposed IO rating based on
the published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated October 13, 2011.

Deal Performance

As of the September 13, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 18% to $1.5 billion
from $1.7 billion at securitization. The Certificates are
collateralized by 175 mortgage loans ranging in size from less
than 1% to 11.5% of the pool, with the top ten loans representing
31% of the pool. Eight loans, representing 9% of the pool, have
defeased and are secured by U.S. Government securities. The pool
contains three loans with investment grade credit assessments,
representing 5% of the pool.

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

Nine loans have been liquidated from the pool, resulting in a
realized loss of $30 million (41% loss severity overall).
Currently nine loans, representing 5% of the pool, are in special
servicing. The nine specially serviced loans are secured by a mix
of office and retail properties. The master servicer has
recognized an aggregate $29.4 million appraisal reduction for six
of the specially serviced loans. Moody's has estimated an
aggregate $41 million loss (50% expected loss on average) for the
specially serviced loans.

Moody's has assumed a high default probability for 18 poorly
performing loans representing 10% of the pool and has estimated an
aggregate $26 million loss (19% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 operating results for 93%
of the pool. Excluding special serviced and troubled loans,
Moody's weighted average LTV is 86% compared to 91% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 12% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.0%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.52X and 1.22X, respectively, compared to
1.46X and 1.16X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit assessment is the Lock Up Storage
Centers Portfolio Loan ($51.7 million -- 3.6% of the pool), which
is secured by 14 self storage facilities located in Illinois (10
properties), Florida (2) and New Jersey (2). The portfolio
originally contained 15 properties, but one property was released
in February 2007. The loan was interest only for the first five
years and now amortizes on a 30-year schedule. Moody's current
credit assessment and stressed DSCR are A1 and 2.05X,
respectively, compared to A1 and 1.94X at last review.

The other two loans with credit assessments represent less than 2%
of the pool. The JL Holdings - Burger King Portfolio A-Note ($12.7
million - 0.9% of the pool) is secured by 90 stand-alone Burger
King restaurants located in four states. The loan represents a 50%
pari-passu interest in a $25.5 million loan and is also encumbered
by a B Note that is held outside of the trust. Moody's current
credit assessment and stressed DSCR are Aa3 and 2.73X,
respectively, compared to Aa3 and 2.80X at last review. The
Glendale Plaza Loan ($10.9 million - 0.8% of the pool) is secured
by a 121,400 square foot (SF) retail center located in Wilmington,
Delaware. Performance has been stable as the occupancy of 91% is
the same as last review. Moody's current credit assessment and
stressed DSCR are Baa3 and 1.45X, respectively, essentially the
same at last review.

The top three performing conduit loans represent 18% of the pool
balance. The largest loan is the One MetroTech Center Loan ($167
million -- 11.5% of the pool), which is secured by a 933,011 SF
Class A office building located in Brooklyn, New York. The
property was 91% leased as of January 2012 compared to 87% at last
review. Property performance has improved since last review due to
an increase in occupancy and base rent. Moody's LTV and stressed
DSCR are 88% and 1.07X, essentially the same at last review.

The second largest loan is the Park Place Loan ($50.9 million --
3.3% of the pool), which is secured by a four building office
complex totaling 351,673 SF located in Florham Park, New Jersey.
The property was 94% leased as of June 2012, similar to last
review. This loan is interest only for its entire ten year term.
The property was 94% leased as of June 2012 was 94%, which is the
same as last review. There is a good amount of tenant diversity
and limited near term lease roll over. Property performance has
been stable. Moody's LTV and stressed DSCR are 80% and 1.29X,
respectively, compared to 83% and 1.24X at last review.

The third largest loan is the Ballston Office Center Loan ($44.5
million -- 3.1% of the pool), which is secured by a 178,452 SF
office building located in Arlington, Virginia. The property is
100% leased since securitization to two tenants: US Coast Guard
(85% of the net rentable area (NRA), various lease expirations
through 2016) and Global Knowledge (15% of the NRA, lease
expiration August, 2012). Performance has been stable. Mooyd's
value reflects a stressed cash flow to account for the potential
rollover of Global Knowledge. Moody's LTV and stressed DSCR are
105% and 0.93X, respectively, compared to 100% and 0.97X at last
review.


BEAR STEARNS 2006-TOP24: Moody's Cuts Class D Cert. Rating to 'C'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes
and affirmed eight classes of Bear Stearns Commercial Mortgage
Securities Trust, Commercial Mortgage Pass-Through Certificates,
Series 2006 TOP24 as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Nov 6, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed at Aaa (sf); previously on Nov 6, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Nov 6, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Downgraded to A3 (sf); previously on Oct 27, 2011
Upgraded to A1 (sf)

Cl. A-J, Downgraded to B2 (sf); previously on Oct 27, 2011
Upgraded to Ba3 (sf)

Cl. B, Downgraded to Caa1 (sf); previously on Oct 27, 2011
Upgraded to B2 (sf)

Cl. C, Downgraded to Caa2 (sf); previously on Oct 27, 2011
Upgraded to B3 (sf)

Cl. D, Downgraded to C (sf); previously on Oct 27, 2011 Upgraded
to Caa3 (sf)

Cl. E, Downgraded to C (sf); previously on Oct 27, 2011 Upgraded
to Ca (sf)

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

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

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

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

Cl. X-2, Affirmed at Aaa (sf); previously on Nov 6, 2006
Definitive Rating Assigned Aaa (sf)

Ratings Rationale

The downgrades are due higher anticipated losses from specially
serviced and troubled loans. The affirmations are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.
The ratings of the IO Classes, Class X-1 and X-2, are consistent
with the expected credit performance of their referenced classes
and thus are affirmed.

Moody's rating action reflects a cumulative base expected loss of
9.5% of the current balance. At last review, Moody's cumulative
base expected loss was 6.0%. Moody's provides a current list of
base losses for conduit and fusion CMBS transactions on moodys.com
at http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. 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 Fusion U.S. CMBS Transactions" published in April 2005 and
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

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

Moody's review also incorporated the CMBS IO calculator ver1.1,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit assessments; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type as defined in the
published methodology. The calculator then returns a calculated IO
rating based on both a target and mid-point. For example, a target
rating basis for a Baa3 (sf) rating is a 610 rating factor. The
midpoint rating basis for a Baa3 (sf) rating is 775 (i.e. the
simple average of a Baa3 (sf) rating factor of 610 and a Ba1 (sf)
rating factor of 940). If the calculated IO rating factor is 700,
the CMBS IO calculator ver1.1 would provide both a Baa3 (sf) and
Ba1 (sf) IO indication for consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 25 compared to 26 at Moody's prior review.

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

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

Deal Performance

As of the September 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 22% to $1.2 billion
from $1.5 billion at securitization. The Certificates are
collateralized by 142 mortgage loans ranging in size from less
than 1% to 16% of the pool, with the top ten loans representing
45% of the pool. One loan, representing less than 1% of the pool,
has defeased and is secured by U.S. Government securities. The
pool contains three loans with investment grade credit
assessments, representing 3% of the pool. The pool also includes
three loans, representing 2% of the pool, which are secured by
residential co-ops located in New York. These co-op loans have Aaa
credit assessments.

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

Eight loans have been liquidated from the pool, resulting in an
aggregate realized loss of $45.8 million (37% loss severity on
average). Eight loans, representing 9% of the pool, are currently
in special servicing. The largest specially serviced loan is the
Hilton Tapatio Loan ($52.9 million -- 4.4% of the pool), which is
secured by a 585 key hotel located in Phoenix, Arizona. The loan
was transferred to special servicing in October 2009 due to
imminent default and is currently real estate owned (REO).
Subsequent to Moody's prior review, an updated appraisal in
November 2011 valued the property at approximately 38% lower than
the appraised value in June 2011. The master servicer deemed this
loan non-recoverable in June 2012 and is currently clawing back
outstanding advances from principal proceeds. The special servicer
indicated that it is currently reviewing offers that have been
received on the property.

The second largest specially serviced loan is the Sheraton Four
Points -- O'Hare Airport ($22.5 million -- 1.9% of the pool),
which is secured by a 295 key hotel located adjacent to Chicago
O'Hare Airport in Schiller Park, Illinois. The loan was originally
transferred to special serving in December 2009 due to imminent
payment default. A modification closed in March 2011 that extended
the maturity date 36 months (from October 2011 to October 2014).
The loan transferred back to the master servicer in July 2011,
however, the loan returned to special servicing in December 2011
and a deed in lieu was completed in March 2012. The property is
currently REO.

The remaining six specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $69.2 million loss
for the specially serviced loans (65% expected loss on average).

Moody's has assumed a high default probability for 13 poorly
performing loans representing 5% of the pool and has estimated an
aggregate $10.7 million loss (17% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 operating results for 97%
of the pool's non-specially serviced and non-defeased loans.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 102% compared to 100% at Moody's prior review.
Moody's net cash flow reflects a weighted average haircut of 13%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.6%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.39X and 1.06X, respectively, compared to
1.43X and 1.09X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit assessment is the Lee Harrison
Center Loan ($15.0 million -- 1.3% of the pool), which is secured
by a 110,000 square foot retail center located in Arlington,
Virginia. The center was 98% leased as of June 2012 compared to
100% at last review. Performance has improved due to an increase
in base rental revenue. The property is grocery anchored by Harris
Teeter, which leases 34% of the net rentable area (NRA) through
February 2022. Moody's credit assessment and stressed DSCR are A3
and 1.85X, respectively, compared to Baa1 and 1.79X at last
review.

The second loan with a credit assessment is the 461 Fifth Avenue
Loan ($15.0 million -- 1.3% of the pool), which is secured by a
fee position in a parcel of land located in the Grand Central
submarket of Manhattan. Moody's credit assessment and stressed
DSCR are Aaa and 1.51X, respectively, the same as last review.

The third loan with an investment grade credit assessment is the
City National Bank Building Loan ($10.0 million -- 0.8% of the
pool), which is secured by a 109,000 square foot office building
located in North Hollywood, California. The property was 100%
leased as of August 2012 compared to 96% leased at last review.
The loan is benefitting from amortization and matures in October
2016. Moody's credit assessment and stressed DSCR are Baa1 and
1.78X, respectively, compared to Baa1 and 1.85X at last review.

The top three performing conduit loans represent 25% of the pool
balance. The largest loan is the US Bancorp Tower Loan ($186.6
million -- 15.6% of the pool), which is secured by a 1.1 million
square foot office building located in Portland, Oregon. The
property was 93% leased as of June 2012, essentially the same as
last review and securitization. US Bank (senior unsecured rating
Aa2, on watch for possible downgrade) leases a combined 43% of the
NRA through June 2015. The loan is interest only through the
entire term and matures in August 2016. Performance has been
stable. Moody's LTV and stressed DSCR are 109% and 0.92X,
respectively, compared to 109% and 0.91X at last review.

The second largest loan is the Dulles Executive Plaza Loan ($68.8
million -- 5.8% of the pool), which is secured by a 380,000 square
foot office building located in Herndon, Virginia. The property
was 90% leased as of June 2012 compared to 100% at last review.
The sole tenant is currently Lockheed Martin Corporation (senior
unsecured rating Baa1, stable outlook) with 50% of NRA leased
through May 2016 and 40% of the NRA leased through February 2018.
Lockheed Martin renewed its existing leases (which originally
expired in 2011 & 2013) for base rents that are more than 20%
lower than its previous rent. The 2011 and 2012 performance will
reflect the rent reduction for 50% of the NRA, however, the rent
reductions on the remaining 40% of the NRA will begin in the first
quarter of 2013. The loan is interest only throughout its entire
term and matures in September 2016. Due to the single tenancy,
Moody's value incorporates a Lit / Dark analysis. Moody's LTV and
stressed DSCR are 119% and 0.86X, respectively, compared to 93%
and 1.10X at last review.

The third largest loan is the Potomac Place Shopping Center Loan
($44.0 million -- 3.7% of the pool), which is secured by a 80,000
square foot retail center located in Potomac, Maryland. The
property was 97% leased as of April 2012 compared to 96% at last
review. The property is anchored by Safeway (25% of the NRA; lease
expiration September 2027) and Rite Aid (15% of the NRA; lease
expiration September 2017). Performance has been stable. The loan
is interest only throughout its entire term and matures in October
2016. Moody's LTV and stressed DSCR are 97% and 0.97X,
respectively, the same as at last review.


CAPITALSOURCE 2006-1: Fitch Affirms Junk Rating on Class E Notes
----------------------------------------------------------------
Fitch Ratings has upgraded one class and affirmed two classes of
notes issued by CapitalSource Commercial Loan Trust 2006-1
(CapitalSource CLT 2006-1) as follows:

  -- $2,765,359 class C notes upgraded to 'AAsf' from 'BBBsf',
     Outlook Stable;

  -- $24,371,449 class D notes affirmed at 'Bsf', Outlook revised
     to Stable from Negative;

  -- $14,442,033 class E notes affirmed at 'CCCsf'; RE 100%.

Since September 2011, the class C notes have amortized by
approximately $9 million, leaving approximately 4% of the
tranche's original balance remaining.  As a result of the
amortization, credit enhancement levels of all notes have
increased since last review.  While the servicer reports have
indicated an additional $4.3 million of charged-off loans since
last review, this has been mitigated by the diversion of
approximately $3.2 million of interest proceeds to repay class C
principal, along with additional portfolio amortization over that
time.

The performing portfolio is highly concentrated with eight
remaining assets from six obligors totaling approximately $56.7
million.  In order to account for the portfolio concentration
risk, Fitch modeled the transaction using the Obligor
Concentration Uplift (OCU) feature in Fitch's Portfolio Credit
Model as the base case scenario.

The degree of relative subordination available to the class C
notes has increased substantially and now indicates that the class
can withstand losses commensurate with high investment-grade
rating stresses.  In addition to its base case, Fitch ran a
sensitivity scenario where the underlying loans would experience
lower-than-expected recoveries in the event they default.  The
class C notes continued to perform robustly in this scenario,
supporting the upgrade to 'AAsf'.

The affirmations of the class D and E notes are due to the
continued amortization of the portfolio since the last review,
coupled with the increasingly concentrated portfolio.  The
performance of these notes will be dependent on a few large
exposures to loans rated in the 'B' and 'CCC' rating categories.
However, Fitch has revised the Outlook on the class D notes to
Stable from Negative to reflect the increased credit enhancement
available to these notes, and the relatively stable performance of
the transaction since last review.

The class E notes maintain their Recovery Estimate (RE) of 'RE
100%' as these notes are expected to recover their principal in a
base-case default scenario.  Recovery Estimates are designed to
provide a forward-looking estimate of recoveries on currently
distressed or defaulted structured finance securities rated
'CCCsf' or below.  For further details on Recovery Ratings, please
see Fitch's report 'Structured Finance Recovery Estimates for
Distressed Securities'.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Corporate CDOs' using the
Portfolio Credit Model (PCM) for projecting future default and
recovery levels for the underlying portfolio.  These default and
recovery levels were then utilized in Fitch's cash flow model
under various default timing and interest rate stress scenarios,
as described in the report 'Global Criteria for Cash Flow Analysis
in CDOs'.  The default timing scenarios were also adjusted since
the weighted average life of the portfolio was approximately two
years.  Fitch assumed that 75% of the defaults would occur in the
first year and second year in the front and back default timing
scenarios, respectively, and assumed that defaults would occur
evenly in the mid-default timing scenario.  The class C and class
D notes passed the various stress scenarios at rating levels at or
above their current ratings, while the class E notes passed above
their current rating in the base case scenario, and below their
current rating when recoveries on all assets were reduced as a
sensitivity scenario.

The notes of CapitalSource CLT 2006-1 benefit from credit
enhancement in the form of collateral coverage, note
subordination, and the application of excess spread to repay note
principal.  The transaction is structured to maintain 100%
collateralization of the outstanding liabilities.  Upon the
occurrence of a charge-off in the portfolio, the payment waterfall
directs combined interest and principal proceeds otherwise
available to the equity to pay down the senior-most notes in an
amount equal to the charged-off balance.

CapitalSource CLT 2006-1 is a static collateralized debt
obligation (CDO) that closed on April 11, 2006 and is managed and
serviced by CapitalSource Finance LLC (CapitalSource).  The
transaction is secured by a portfolio of middle-market corporate
loans, all of which are first-lien loans.  None of the obligors
are publicly rated; Fitch establishes model-based credit opinions
for the performing loans, depending on the availability of
information.  All of the credit opinions for the loans in the
portfolio are in the 'CCC' and 'B' rating categories.  Information
for the credit opinions was gathered from financial statements
provided to Fitch by CapitalSource.


CAPITALSOURCE 2006-2: Fitch Raises Rating on Cl. E Notes to 'BB'
----------------------------------------------------------------
Fitch Ratings has upgraded three classes of notes issued by
CapitalSource Commercial Loan Trust 2006-2 (CapitalSource CLT
2006-2) as follows:

  -- $12,144,983 class C notes to 'AAAsf' from 'Asf'; Outlook
     Stable;
  -- $101,250,000 class D notes to 'Asf' from 'BBB-sf'; Outlook
     revised to Stable from Negative;
  -- $56,250,000 class E notes to 'BBsf' from 'Bsf'; Outlook
     revised to Stable from Negative.

CapitalSource CLT 2006-2 has experienced significant amortization,
seeing the capital structure pay down by approximately $385
million over the last two years.  Since September 2011, the class
C notes have amortized approximately $108 million, which has
contributed to increased credit enhancement levels for all notes.
Due to the rapid amortization, the transaction's collateral
portfolio has become more concentrated, leading Fitch to utilize
the Obligor Concentration Uplift (OCU) in its PCM modeling
analysis as the base case scenario.  As of the Aug. 20, 2012
servicer report, Fitch considers the performing portfolio to
consist of 32 assets from 26 obligors.  The five largest obligors
in the portfolio consist of approximately $156.5 million, or 55.5%
of the portfolio, and have maturity dates of 2014 or prior.  Fitch
believes that important mitigants to the high obligor
concentration are the degree of available subordination to each
tranche, along with the fact that the majority of remaining assets
are senior secured, and would therefore be expected to generate
high recoveries in the event of a default.

The class C notes have amortized approximately 90% of their
previous outstanding balance, and now represent just 7.7% of their
original balance.  The credit enhancement of the notes has
increased substantially, and now indicates that the class can
withstand losses in the most severe rating stress.  In addition to
its base case Fitch ran two sensitivity scenarios on the
portfolio, one where loans with upcoming maturities were extended,
and one where maturities were unadjusted but the assumed
recoveries upon default of the assets were decreased.  The class C
notes performed robustly in all scenarios, supporting the upgrade
to 'AAAsf'.

The class D notes have also benefitted from the amortization of
the capital structure, and the increase of subordination available
to the notes indicates that they can withstand losses at a higher
rating stress. Once the class C notes have been paid in full, the
D notes will become the senior-most class and will benefit from
the diversion of excess spread to complement the payments from
amortization of the collateral.  The notes perform at an 'Asf'
rating stress in the low recovery sensitivity scenario of Fitch's
cash flow model and have subsequently been upgraded to this rating
level.

The increase in credit enhancement available to the class E notes
has resulted in improved performance in Fitch's cash flow model,
as the notes perform above their current rating in all scenarios.
Fitch has upgraded the class E notes due to the improved modeling
performance, coupled with the fact that the large ($116 million)
first-loss tranche mitigates the risk of losses in the portfolio
due to new defaults.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Corporate CDOs' using the
Portfolio Credit Model (PCM) for projecting future default and
recovery levels for the underlying portfolio.  These default and
recovery levels were then utilized in Fitch's cash flow model
under various default timing and interest rate stress scenarios,
as described in the report 'Global Criteria for Cash Flow Analysis
in CDOs'.  The default timing scenarios were also adjusted since
the weighted average life of the portfolio was approximately two
years.  Fitch assumed that 75% of the defaults would occur in the
first year and second year in the front and back default timing
scenarios, respectively, and assumed that defaults would occur
evenly in the mid-default timing scenario.

The notes of CapitalSource CLT 2006-2 benefit from credit
enhancement in the form of collateral coverage, note
subordination, and the application of excess spread to repay note
principal.  The transaction is structured to maintain 100%
collateralization of the outstanding liabilities.  Upon the
occurrence of a charge-off in the portfolio, the payment waterfall
directs combined interest and principal proceeds otherwise
available to the equity to pay down the senior-most notes in an
amount equal to the charged-off balance.  According to the Aug.
20, 2012 trustee report, the transaction has been
undercollateralized, causing interest proceeds to be diverted from
flowing to the equity notes, to pay down the senior notes instead.

CapitalSource CLT 2006-2 is a collateralized debt obligation (CDO)
that closed on Sept. 28, 2006 and is managed and serviced by
CapitalSource Finance LLC (CapitalSource).  The transaction is in
its amortization period and is secured by a portfolio of middle-
market corporate loans, 95.0% of which are first-lien and 5.0% of
which are second-lien or subordinate.  The majority of these loans
are not publicly rated; instead, Fitch establishes model-based
credit opinions for the performing loans.  The credit opinions for
the loans in the portfolio are generally in the 'CCC' and 'B'
rating categories.  Information for the credit opinions was
gathered from financial statements provided to Fitch by
CapitalSource.


CAPITALSOURCE 2007-1: Fitch Affirms Junk Rating on Class E Notes
----------------------------------------------------------------
Fitch Ratings has upgraded one class and affirmed two classes of
notes issued by CapitalSource Commercial Loan Trust 2007-1
(CapitalSource CLT 2007-1) as follows:

  -- $21,646,635 class C notes upgraded to 'BBBsf' from 'BBsf';
     Outlook Stable;

  -- $27,787,234 class D notes affirmed at 'B-sf'; Outlook revised
     to Stable from Negative;

  -- $20,488,479 class E notes affirmed at 'CCsf', RE 30%.

Since September 2011, the class C notes have amortized by
approximately $26.6 million, leaving approximately 25.8% of the
tranche's original balance remaining.  As a result of the
amortization, credit enhancement levels of all notes have
increased since last review.  While the servicer reports have
indicated an additional $1.9 million of charged-off loans since
last review, this has been mitigated by the diversion of
approximately $3.3 million of interest proceeds to repay class C
principal, along with additional portfolio amortization over that
time.

The performing portfolio is highly concentrated with 8 remaining
assets from 8 obligors totaling approximately $73.4 million.  In
order to account for the portfolio concentration risk, Fitch
modeled the transaction using the Obligor Concentration Uplift
(OCU) feature in Fitch's Portfolio Credit Model as the base case
scenario.

The degree of relative subordination available to the class C
notes has increased substantially and now indicates that the class
can withstand losses commensurate with investment-grade rating
stresses.  In addition to its base case, Fitch ran a sensitivity
scenario where the underlying loans would experience lower-than-
expected recoveries in the event of a default.  The class C notes
continued to display improved performance in this scenario,
supporting the upgrade to 'BBBsf'.

The affirmation of the class D notes is based on the continued
amortization of the portfolio since the last review, coupled with
the increasingly concentrated portfolio.  The performance of these
notes will be dependent on a few large exposures to loans rated in
the 'B' and 'CCC' rating categories.  However, Fitch has revised
the Outlook on the class D notes to Stable to reflect the fact
that the tranche would be projected to maintain its current rating
level even when experiencing a low recovery environment.

The class E notes are affirmed at 'CCsf' and have been assigned a
Recovery Estimate (RE) of 'RE 30%', reflecting the expected
recovery to these notes in a base-case default scenario.  Recovery
Estimates are designed to provide a forward-looking estimate of
recoveries on currently distressed or defaulted structured finance
securities rated 'CCCsf' or below.  For further details on
Recovery Ratings, please see Fitch's report 'Structured Finance
Recovery Estimates for Distressed Securities'.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Corporate CDOs' using the
Portfolio Credit Model (PCM) for projecting future default and
recovery levels for the underlying portfolio.  These default and
recovery levels were then utilized in Fitch's cash flow model
under various default timing and interest rate stress scenarios,
as described in the report 'Global Criteria for Cash Flow Analysis
in CDOs'.  The default timing scenarios were also adjusted since
the weighted average life of the portfolio was approximately two
years.  Fitch assumed that 75% of the defaults would occur in the
first year and second year in the front and back default timing
scenarios, respectively, and assumed that defaults would occur
evenly in the mid-default timing scenario.

The notes of CapitalSource CLT 2007-1 benefit from credit
enhancement in the form of collateral coverage, note
subordination, and the application of excess spread to repay note
principal.  The transaction is structured to maintain 100%
collateralization of the outstanding liabilities.  Upon the
occurrence of a charge-off in the portfolio, the payment waterfall
directs combined interest and principal proceeds otherwise
available to the equity to pay down the senior-most notes in an
amount equal to the charged-off balance.  The transaction is
currently undercollateralized, diverting all portfolio proceeds
towards the sequential repayment of the notes until the
transaction is back to 100% collateralization.

CapitalSource CLT 2007-1 is a static collateralized debt
obligation (CDO) that closed on April 12, 2007 and is managed and
serviced by CapitalSource Finance LLC (CapitalSource).  The
transaction is secured by a portfolio of middle-market corporate
loans, 86.4% of which are senior secured loans and 13.6% of which
are subordinate loans.  Approximately 86.4% of the performing
loans are not publicly rated; instead, Fitch establishes model-
based credit opinions for the performing loans.  All of the credit
opinions for the loans in the portfolio are in the 'CCC' and 'B'
rating categories.  Information for the credit opinions was
gathered from financial statements provided to Fitch by
CapitalSource.


CAPTEC FRANCHISE 2000-1: Fitch Holds D Ratings on 4 Note Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on the outstanding Captec
Franchise Receivables Trusts as follows:

Series 1996-A

  -- Class A downgraded to 'Csf/70%' from 'CCsf'/RE 95%;
  -- Class B affirmed at 'Csf'/RE 0%.

Series 1998-1

  -- Class A-3 affirmed at 'BBsf'; Outlook Stable;
  -- Class B affirmed at 'CCCsf'/RE 100%;
  -- Class C affirmed at 'Dsf'/RE 0%.

Series 2000-1

  -- Class A-2 affirmed at 'BBBsf'; Outlook to Stable from
     Negative;
  -- Class B affirmed at 'CCCsf'/RE 100%;
  -- Class C affirmed at 'Dsf'/RE 0%';
  -- Class D affirmed at 'Dsf/RE 0%';
  -- Class E affirmed at 'Dsf/RE 0%';
  -- Class F affirmed at 'Dsf/RE 0%'.

The affirmations reflect each class of notes' ability to pass
stress case scenarios consistent with the current rating levels.

The downgrade of the class A notes in series 1996-A reflects that
the note balance exceeds the collateral pool balance and Fitch's
view that default is inevitable.

The Stable Outlook assigned to class A-2 in series 2000-1 reflects
Fitch's view that the current rating is not expected to change
within the next 12-24 months, based on recent performance trends
and available credit enhancement.

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


CARLYLE GLOBAL 2012-1: S&P Affirms 'BB' Rating on Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Carlyle
Global Market Strategies CLO 2012-1 Ltd./Carlyle Global Market
Strategies CLO 2012-1 LLC's $451.825 million floating-rate notes
following the transaction's effective date as of June 20, 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

Carlyle Global Market Strategies CLO 2012-1 Ltd./Carlyle Global
Market
Strategies CLO 2012-1 LLC
Class                        Rating          Amount
                                           (mil. $)
A                            AAA (sf)        320.00
B                            AA (sf)          50.00
C (deferrable)               A (sf)           35.10
D (deferrable)               BBB (sf)         24.00
E (deferrable)               BB (sf)         22.725
F (deferrable)               NR               15.00
Subordinated notes           NR              43.045

NR-Not rated.


CITICORP MORTGAGE: Moody's Cuts Rating on One Tranche to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service has downgraded 47 tranches, upgraded 29
tranches and confirmed the ratings on 31 tranches from 21 RMBS
transactions issued by Citicorp Mortgage Trust. The collateral
backing these deals primarily consists of first-lien, fixed and
adjustable-rate prime Jumbo residential mortgages. The actions
impact approximately $1.04 billion of RMBS issued from 2005 to
2008.

Complete rating actions are as follows:

Issuer: Citicorp Mortgage Securities Trust 2006-4

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

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

Cl. IA-8, Upgraded to Baa3 (sf); previously on May 30, 2012 B3
(sf) Placed Under Review for Possible Upgrade

Cl. IA-9, Confirmed at Caa1 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. IA-10, Upgraded to B2 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. IA-11, Confirmed at Caa1 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

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

Issuer: Citicorp Mortgage Securities Trust, Series 2007-9

Cl. IIA-1, Upgraded to Ba3 (sf); previously on May 30, 2012 B3
(sf) Placed Under Review for Possible Upgrade

Cl. IIA-IO, Upgraded to Ba3 (sf); previously on May 19, 2010
Confirmed at B3 (sf)

Issuer: Citicorp Mortgage Securities Trust, Series 2006-5

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

Cl. IA-13, Confirmed at Caa3 (sf); previously on May 30, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

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

Issuer: Citicorp Mortgage Securities Trust, Series 2006-6

Cl. A-12, Downgraded to B1 (sf); previously on Jun 4, 2010
Downgraded to Ba3 (sf)

Cl. A-13, Downgraded to B1 (sf); previously on Jun 4, 2010
Downgraded to Ba3 (sf)

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

Issuer: Citicorp Mortgage Securities Trust, Series 2007-2

Cl. IA-5, Downgraded to Ba3 (sf); previously on May 30, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. IA-6, Downgraded to Ba3 (sf); previously on May 30, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. IA-IO, Downgraded to B1 (sf); previously on Feb 22, 2012
Upgraded to Ba3 (sf)

Cl. A-PO, Downgraded to Caa1 (sf); previously on Jun 4, 2010
Downgraded to B2 (sf)

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

Issuer: Citicorp Mortgage Securities Trust, Series 2007-3

Cl. IA-IO, Downgraded to B3 (sf); previously on Feb 22, 2012
Downgraded to B1 (sf)

Cl. IIA-1, Upgraded to Ba3 (sf); previously on May 30, 2012 B3
(sf) Placed Under Review for Possible Upgrade

Cl. IIA-IO, Upgraded to Ba3 (sf); previously on Jun 4, 2010
Downgraded to B3 (sf)

Issuer: Citicorp Mortgage Securities Trust, Series 2007-4

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

Issuer: Citicorp Mortgage Securities Trust, Series 2007-5

Cl. IA-6, Upgraded to Baa3 (sf); previously on May 30, 2012 B2
(sf) Placed Under Review for Possible Upgrade

Issuer: Citicorp Mortgage Securities Trust, Series 2007-6

Cl. IA-1, Upgraded to A1 (sf); previously on May 30, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Cl. IA-2, Downgraded to Caa1 (sf); previously on May 19, 2010
Downgraded to B2 (sf)

Cl. IA-3, Upgraded to Ba2 (sf); previously on May 30, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Cl. IA-4, Downgraded to Caa1 (sf); previously on May 19, 2010
Downgraded to B2 (sf)

Cl. IA-9, Downgraded to Caa1 (sf); previously on May 19, 2010
Downgraded to B3 (sf)

Cl. IA-10, Downgraded to Caa1 (sf); previously on May 19, 2010
Downgraded to B3 (sf)

Cl. IA-13, Upgraded to A1 (sf); previously on May 30, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. IA-14, Upgraded to Baa1 (sf); previously on May 30, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

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

Cl. IIA-IO, Upgraded to Ba3 (sf); previously on May 19, 2010
Downgraded to B2 (sf)

Cl. A-PO, Downgraded to Caa1 (sf); previously on May 19, 2010
Downgraded to B2 (sf)

Issuer: Citicorp Residential Mortgage Trust Inc., Series 2008-1

Cl. IIA-1, Upgraded to Ba3 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. IIA-IO, Upgraded to Ba3 (sf); previously on May 19, 2010
Downgraded to Caa1 (sf)

Issuer: Citicorp Mortgage Securities Trust, Series 2008-2

Cl. IIA-1, Downgraded to B1 (sf); previously on May 19, 2010
Confirmed at Ba3 (sf)

Cl. IIA-2, Downgraded to Caa2 (sf); previously on May 30, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. IIA-IO, Downgraded to B2 (sf); previously on May 19, 2010
Confirmed at Ba3 (sf)

Issuer: Citicorp Mortgage Securities, Inc. 2005-1

Cl. IIA-1, Downgraded to Ba1 (sf); previously on May 19, 2010
Downgraded to Baa1 (sf)

Cl. IIIA-1, Upgraded to Baa3 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Issuer: Citicorp Mortgage Securities, Inc. 2005-2

Cl. IA-1, Upgraded to A1 (sf); previously on May 30, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. IA-3, Downgraded to Caa1 (sf); previously on Jul 15, 2011
Downgraded to B2 (sf)

Underlying Rating: Downgraded to Caa1 (sf); previously on Jul 15,
2011 Downgraded to B2 (sf)

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

Cl. IA-4, Downgraded to B3 (sf); previously on Jul 15, 2011
Downgraded to B1 (sf)

Cl. IA-5, Downgraded to Caa1 (sf); previously on Jul 15, 2011
Downgraded to B2 (sf)

Cl. IA-PO, Downgraded to B2 (sf); previously on Jul 15, 2011
Downgraded to Ba3 (sf)

Cl. IIA-1, Downgraded to Ba2 (sf); previously on May 30, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. IIA-2, Downgraded to B1 (sf); previously on Jul 15, 2011
Downgraded to Ba2 (sf)

Issuer: Citicorp Mortgage Securities, Inc. 2005-3

Cl. IA-3, Downgraded to B2 (sf); previously on May 19, 2010
Downgraded to Ba2 (sf)

Cl. IA-4, Downgraded to B3 (sf); previously on May 19, 2010
Downgraded to Ba3 (sf)

Cl. IA-5, Downgraded to A3 (sf); previously on May 19, 2010
Downgraded to A1 (sf)

Cl. IA-7, Downgraded to B1 (sf); previously on May 19, 2010
Downgraded to Ba2 (sf)

Cl. IA-PO, Downgraded to B1 (sf); previously on May 19, 2010
Downgraded to Ba2 (sf)

Cl. IIA-1, Downgraded to Baa1 (sf); previously on May 30, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. IIA-2, Downgraded to Baa2 (sf); previously on May 19, 2010
Confirmed at A2 (sf)

Cl. IIA-PO, Downgraded to Ba3 (sf); previously on May 19, 2010
Downgraded to Ba1 (sf)

Issuer: Citicorp Mortgage Securities, Inc. 2005-5

Cl. IA-7, Confirmed at Caa2 (sf); previously on May 30, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

Cl. IA-8, Downgraded to Ba2 (sf); previously on May 19, 2010
Downgraded to Baa2 (sf)

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

Cl. IIA-2, Confirmed at Ba2 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

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

Cl. IIIA-1, Downgraded to B3 (sf); previously on May 30, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. A-PO, Downgraded to B2 (sf); previously on May 19, 2010
Downgraded to Ba3 (sf)

Issuer: Citicorp Mortgage Securities, Inc. 2005-6

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

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

Cl. IA-7, Confirmed at B2 (sf); previously on May 30, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Cl. IA-8, Confirmed at B2 (sf); previously on May 30, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Cl. IA-9, Confirmed at B2 (sf); previously on May 30, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

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

Issuer: Citicorp Mortgage Securities, Inc. 2005-7

Cl. IA-3, Downgraded to B2 (sf); previously on Jun 4, 2010
Downgraded to Ba3 (sf)

Cl. A-PO, Downgraded to B2 (sf); previously on Jun 4, 2010
Confirmed at Ba2 (sf)

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

Issuer: Citicorp Mortgage Securities, Inc. 2006-1

Cl. IA-8, Downgraded to Caa1 (sf); previously on May 19, 2010
Downgraded to B3 (sf)

Cl. IA-9, Downgraded to Caa1 (sf); previously on May 19, 2010
Downgraded to B3 (sf)

Cl. IA-12, Downgraded to Caa1 (sf); previously on May 19, 2010
Downgraded to B3 (sf)

Cl. IA-13, Downgraded to Caa1 (sf); previously on May 19, 2010
Downgraded to B2 (sf)

Cl. A-PO1, Downgraded to Caa1 (sf); previously on May 19, 2010
Downgraded to B2 (sf)

Cl. A-PO2, Downgraded to Caa1 (sf); previously on May 19, 2010
Downgraded to B1 (sf)

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

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

Issuer: Citicorp Mortgage Securities, Inc. 2006-2

Cl. IA-1, Upgraded to Ba3 (sf); previously on May 30, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

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

Cl. IA-8, Upgraded to Ba3 (sf); previously on May 30, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

Cl. IA-10, Confirmed at Caa2 (sf); previously on May 30, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

Cl. IA-11, Upgraded to B3 (sf); previously on May 30, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

Cl. IA-17, Upgraded to B3 (sf); previously on May 19, 2010
Downgraded to Caa2 (sf)

Cl. IA-PO, Upgraded to Ba3 (sf); previously on May 19, 2010
Downgraded to B3 (sf)

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

Issuer: Citicorp Mortgage Securities, Inc. 2006-3

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

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

Cl. IA-5, Upgraded to A3 (sf); previously on May 30, 2012 Ba2 (sf)
Placed Under Review for Possible Upgrade

Cl. IA-6, Upgraded to Baa2 (sf); previously on May 30, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

Cl. IA-7, Upgraded to A3 (sf); previously on May 30, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. IA-8, Upgraded to A3 (sf); previously on May 30, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. IA-9, Confirmed at Caa1 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. IA-10, Confirmed at Caa1 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. IA-11, Upgraded to Ba3 (sf); previously on May 30, 2012 B2
(sf) Placed Under Review for Possible Upgrade

Cl. IA-13, Confirmed at Caa1 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. IA-17, Confirmed at B2 (sf); previously on May 30, 2012 B2
(sf) Placed Under Review for Possible Upgrade

Cl. IA-18, Confirmed at Caa2 (sf); previously on May 30, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

Cl. IA-19, Confirmed at Caa1 (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. A-PO, Downgraded to Caa1 (sf); previously on May 19, 2010
Downgraded to B2 (sf)

Cl. IIA-PO, Downgraded to Caa1 (sf); previously on May 19, 2010
Downgraded to B2 (sf)

Cl. IIIA-1, Downgraded to Caa1 (sf); previously on May 19, 2010
Downgraded to B2 (sf)

Issuer: Citigroup Mortgage Loan Trust, Series 2005-6

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

Ratings Rationale

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

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

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

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and "2005 -- 2008 US RMBS Surveillance Methodology"
published in July 2011. The methodology used in rating Interest-
Only Securities was "Moody's Approach to Rating Structured Finance
Interest-Only Securities" published in February 2012.

Moody's adjusts the methodologies noted above for 1) Moody's
current view on loan modifications 2) small pool volatility and 3)
bonds that financial guarantors insure.

Loan Modifications

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

Small Pool Volatility

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

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

To project losses on prime jumbo pools with fewer than 100 loans,
Moody's first calculates an annualized delinquency rate based on
vintage, number of loans remaining in the pool and the level of
current delinquencies in the pool. For prime jumbo pools, Moody's
first applies a baseline delinquency rate of 3.5% for 2005, 6.5%
for 2006 and 7.5% for 2007. Once the loan count in a pool falls
below 76, this rate of delinquency is increased by 1% for every
loan fewer than 76. For example, for a 2005 pool with 75 loans,
the adjusted rate of new delinquency is 3.54%. Further, to account
for the actual rate of delinquencies in a small pool, Moody's
multiplies the rate calculated above by a factor ranging from 0.20
to 2.0 for current delinquencies that range from less than 2.5% to
greater than 50% respectively. Moody's then uses this final
adjusted rate of new delinquency to project delinquencies and
losses for the remaining life of the pool under the approach
described in the methodology publication.

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

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 8.1% 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_SF298722

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


CITIGROUP 2006-FL2: Moody's Cuts Ratings on 2 Cert. Classes to 'C'
------------------------------------------------------------------
Moody's Investors Service upgraded one pooled and two non-pooled
or rake classes; downgraded one interest-only and two non-pooled
or rake classes; and affirmed three pooled and three non-pooled or
rake classes of Citigroup Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2006-FL2. Moody's
rating action is as follows:

Cl. H, Upgraded to Aaa (sf); previously on Dec 9, 2011 Upgraded to
Aa3 (sf)

Cl. J, Affirmed at A3 (sf); previously on Jul 21, 2010 Upgraded to
A3 (sf)

Cl. K, Affirmed at B3 (sf); previously on Dec 9, 2011 Downgraded
to B3 (sf)

Cl. L, Affirmed at Caa3 (sf); previously on Mar 17, 2011
Downgraded to Caa3 (sf)

Cl. X-3, Downgraded to B3 (sf); previously on Feb 22, 2012
Downgraded to B1 (sf)

Cl. RAM-1, Downgraded to C (sf); previously on Mar 17, 2011
Downgraded to Caa3 (sf)

Cl. RAM-2, Downgraded to C (sf); previously on Mar 17, 2011
Downgraded to Caa3 (sf)

Cl. DHC-1, Upgraded to B3 (sf); previously on Mar 17, 2011
Downgraded to Caa3 (sf)

Cl. DHC-2, Upgraded to Caa1 (sf); previously on Mar 17, 2011
Downgraded to Caa3 (sf)

Cl. CAN-1, Affirmed at Baa3 (sf); previously on Dec 9, 2011
Upgraded to Baa3 (sf)

Cl. CAN-2, Affirmed at Ba1 (sf); previously on Dec 9, 2011
Upgraded to Ba1 (sf)

Cl. CAN-3, Affirmed at Ba2 (sf); previously on Dec 9, 2011
Upgraded to Ba2 (sf)

Ratings Rationale

The upgrades were due to the payoff of two loans as well as a
principal paydown and better than expected performance of the
Doubletree Hospitality & Center Plaza Office Loan. The downgrades
of the rake classes were due to a decrease in Moody's value of the
Radisson Ambassador Plaza Hotel and Casino Loan. The downgrade of
the interst-only class, Class X-3, is due to a decrease in the
credit performance of the referenced classes due the paydown of
the trust balance. The affirmations were due to key parameters,
including Moody's loan to value (LTV) ratio remaining within an
acceptable range.

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

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.5. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations. The model
incorporates the CMBS IO calculator ver1.1 that uses the following
inputs to calculate the proposed IO rating based on the published
methodology: original and current bond ratings and credit
assessments; original and current bond balances grossed up for
losses for all bonds the IO(s) reference(s) within the
transaction; and IO type corresponding to an IO type as defined in
the published methodology. The calculator then returns a
calculated IO rating based on both a target and mid-point . For
example, a target rating basis for a Baa3 (sf) rating is a 610
rating factor. The midpoint rating basis for a Baa3 (sf) rating is
775 (i.e. the simple average of a Baa3 (sf) rating factor of 610
and a Ba1 (sf) rating factor of 940). If the calculated IO rating
factor is 700, the CMBS IO calculator ver1.0 would provide both a
Baa3 (sf) and Ba1 (sf) IO indication for consideration by the
rating committee.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior transaction review is summarized in a
presale report dated December 9, 2011.

Deal Performance

As of the September 17, 2012 distribution date, the transaction's
certificate balance decreased by approximately 93% to $82.4
million from $1.19 billion at securitization due to the payoff of
thirteen loans and partial pay-down of two loans. The Certificates
are collateralized by three floating-rate loans ranging in size
from 18% to 61% of the pooled trust mortgage balance.

The pool has not experienced any losses since securitization. As
of the September remittance report, interest shortfalls totaled
$383 for the pool hitting Class L. Interest shortfalls are caused
by special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs) and
extraordinary trust expenses.

One of the three loans (61% of the pooled balance) is currently in
special servicing, the Radisson Ambassador Plaza Hotel & Casino.

Moody's weighted average LTV ratio for the pooled trust mortgage
balance is 135%, similar to last review, compared to 61% at
securitization. Moody's stressed debt service coverage ratio
(DSCR) for the pooled trust mortgage balance is 1.13X, compared to
1.11X at last review and 1.66X at securitization.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. Large
loan transactions generally have a Herf of less than 20. The pool
has a Herf of 2, compared to 4 at last review.

The largest pooled exposure is the Radisson Ambassador Plaza Hotel
and Casino Loan ($50 million pooled balance -- 61% of the pooled
balance) which is secured by a 233 room full-service hotel with a
15,000 square feet casino located in San Juan, Puerto Rico. There
is also $4.4 million of non-pooled trust debt and $35.6 million in
mezzanine debt. Casino revenue, which continues to represent more
than 50% of the total revenue from the property, has declined
since securitization. Casino revenue for year end 2011 was $13.3
million compared to year end 2005 casino revenue of $19.6 million.
The loan transferred to special servicing in June 2011 due to
maturity default. Currently, discussions are ongoing between the
special servicer and the bororwer. An August 2012 appraisal valued
the property for $30.6 million. An appraisal reduction has been
taken on the loan. Moody's LTV for the trust debt is over 100%.
Moody's current credit assessment for the pooled balance is Caa3,
the same as last review.

The second largest loan is the CarrAmerica-Pool 3 (National
Portfolio) Loan ($17.7 million -- 21.5% of the pooled balance)
which is the 7.2% portion of a pari passu split loan structure
that is securitized in COMM 2006-FL-12 and BALL 2006-BIX. There is
also $2.4 million of non-pooled, or rake, trust debt, a $139
million non-trust junior secured component, and $129 million of
mezzanine debt. The total outstanding loan balance is $546.6
million. The loan is secured by 19 office and research and
development (R&D) properties. Sixteen properties containing
approximately 4.2 million square feet are subject to first
mortgage liens. The borrower's joint venture interests in three
properties are secured by pledges of refinance and sale proceeds.
The outstanding trust balance has decreased by 81% since
securitization from the payment of loan collateral release
premiums. The remaining portfolio has geographic concentration in
California's Silicon Valley with 12 properties representing 79% of
the mortgage collateral by net rentable area (NRA) located in San
Jose (8 properties -- 54%), Santa Clara (2 properties -- 13%),
Sunnyvale (1 property -- 10%), and Palo Alto (1 property -- 2%).
The other four properties are located in Los Angeles (2 properties
-- 10%), Dallas (1 property -- 8.7%), and Seattle (1 property --
2%). As of the April 2012 rent rolls, the current loan collateral
secured by first mortgage liens had a weighted average occupancy
rate of 88%, compared to 79% at Moody's last review and 89% at
securitization. Moody's credit assessment for the pooled debt is
Baa2, the same as last review.

The third largest pooled exposure is the Doubletree Hospitality &
Centre Plaza Loan ($14.7 million -- 17.8% of pooled balance) which
is secured by a 258-room full service hotel as well as a 61,000
square foot office tower located in Modesto, California. There is
also $2.8 million of rake trust debt and a $7.0 subordinate B-Note
outside of the trust. Revenue per available room (RevPAR) for the
trailing twelve month period ending June 2012 was $74.12 which is
a 14.7% increase from the same period ending the year prior. As of
December 2011, the office component was 82% occupied. Moody's LTV
for the trust debt is 76% and Moody's stressed DSCR is 1.63X.
Moody's current credit assessment for the pooled balance is B1,
the compared to Caa3 as last review.


CITIGROUP 2008-C7: Moody's Cuts Ratings on 2 Cert. Classes to 'C'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed 15 classes of Citigroup Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2008-C7 as
follows:

Cl. A-2B, Affirmed at Aaa (sf); previously on Apr 29, 2008
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Apr 29, 2008
Definitive Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed at Aaa (sf); previously on Apr 29, 2008
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Nov 11, 2010
Confirmed at Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Nov 11, 2010
Confirmed at Aaa (sf)

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

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

Cl. A-J, Affirmed at B2 (sf); previously on Nov 11, 2010
Downgraded to B2 (sf)

Cl. A-JA, Affirmed at B2 (sf); previously on Nov 11, 2010
Downgraded to B2 (sf)

Cl. B, Affirmed at B3 (sf); previously on Nov 11, 2010 Downgraded
to B3 (sf)

Cl. C, Affirmed at Caa1 (sf); previously on Nov 11, 2010
Downgraded to Caa1 (sf)

Cl. D, Affirmed at Caa2 (sf); previously on Nov 11, 2010
Downgraded to Caa2 (sf)

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

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

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

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

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

Ratings Rationale

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

The affirmations of the principal classes are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.
The rating of the IO Classes, X, is consistent with the expected
credit performance of its referenced classes and is thus affirmed.

Moody's rating action reflects a cumulative base expected loss of
7.0% of the current balance compared to 6.6% at last review.
However, the deal's overall base expected and realized losses have
increased since last review. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

Moody's review also incorporated the CMBS IO calculator ver1.1
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.1
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 17 compared to 19 at Moody's prior review.

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

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

Deal Performance

As of the September 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 17% to $1.53
billion from $1.85 billion at securitization. The Certificates are
collateralized by 83 mortgage loans ranging in size from less than
1% to 16% of the pool, with the top ten loans representing 52% of
the pool.

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

Thirteen loans have been liquidated since securitization,
generating a loss of $115.1 million (58% average loss severity).
Currently, there are 12 loans in special servicing, representing
approximately 9% of the pool.

The largest specially serviced loan is the Bush Terminal Loan,
which is secured by 16 flex/industrial properties located in
Brooklyn, New York. The collateral consists of 5.98 million square
feet (SF). The pooled loan represents a 17% pari-passu interest in
an $300.0 million interest-only first mortgage, with the remaining
balance securitized in GCCFC 2007-GG11, which Moody's does not
rate. At securitization, the sponsor had planned to capitalize on
the property's significant near-term tenant rollover by renovating
and converting some of the industrial buildings to office space.
The original income projections were never achieved due to the
sponsor's difficulty in releasing the renovated space. The loan
was transferred to special servicing in January 2011 due to
payment default. In April 2012, the loan was modified into A/B
structure. The pooled $50.0 million portion was divided into a
$31.6 million A-2 note and a $18.3 million B-2 note. The $250
million parri passu loan, which is in a separate transaction, was
split into a $158.3 million A-1 note and a $91.6 million B-1 note.
The borrower contributed $15.4 million as additional equity, which
was applied to the accrued interest on the A-notes, an additional
$10.0 million toward a capital expenditure and tenant improvement
reserve account and a $5.0 million letter of credit. The interest
rate on the loan was reduced to 4.68% from 6.28% for the A notes;
payments will be interest-only through April 2013. After April
2013, the Borrower is to make interest payments at the original
note rate. Interest on the B notes accrues at the note rate, but
payment is deferred until the earlier to occur of a) the September
6, 2017 Maturity Date; b) in the event there is sufficient cash
flow to pay the same under the cash management waterfall, or c)
until a Capital Event Payment from the sale or refinancing of the
property has been made and there are sufficient funds to pay the
same. In of January 2012, the property was appraised for $136.0
million. Per the most recent remittance statement, the
modification results in a monthly interest shortfall of
approximately $143,000.

The remaining specially serviced loans are secured by a mix of
property types. The master servicer has recognized a total of
$50.6 million in appraisal reductions for eight out of the 14
loans in special servicing. Moody's estimates an aggregate $47.4
million (52% expected loss on average) loss for ten of the
specially serviced loans.

Moody's has assumed a high default probability for eight poorly
performing loans representing 7.7% of the pool and has estimated a
$22.3 million loss (40% expected loss based on a 50% probability
default) from these troubled loan.

Excluding specially serviced loans, Moody's was provided with full
year 2011 and partial year 2012 operating results for 99% and 14%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average conduit LTV is 112% compared to 113% at
Moody's prior review. Moody's net cash flow (NCF) reflects a
weighted average haircut of 11% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.25%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed conduit DSCRs are 1.2X and 0.92X, essentially the
same as at last review. Moody's actual DSCR is based on Moody's
net cash flow and the loan's actual debt service. Moody's stressed
DSCR is based on Moody's NCF and a 9.25% stressed rate applied to
the loan balance.

The top three conduit loans represent 35% of the pool. The largest
conduit loan is the One Liberty Plaza Loan ($246.8 million --
16.2% of the pool), which represents at 29% pari-passu interest in
a $839.3 million first mortgage. The remaining balance of the loan
is securitized in GCCFC 2007-GG11, which Moody's does not rate.
The collateral consists of a 2.2 million SF office building
located in lower Manhattan. As of June 2012, the property was 99%
leased compared to 95% in December 2011 and 100% at
securitization. Major tenants include the law firm Cleary Gottlieb
(22% of the net rentable area (NRA); lease expiration 12/31/2030),
Goldman Sachs (12% of the NRA; lease expiration 4/30/2015); FINRA
(12% of the NRA; lease expiration 2/28/2021); Zurich American
Insurance (12% of the NRA; lease expiration 5/31/2017) and Bank of
Nova Scotia (10% of the NRA; lease expiration 5/31/2014). Less
than 6% of the NRA expires within the next 12 months. Property's
net operating income (NOI) has been trending down since
securitization due to decline in base rents and increase in
operating expenses. Moody's LTV and stressed DSCR are 116% and
0.82X, respectively, compared to 113% and 0.84X at last review.

The second largest conduit loan is the Scottsdale Fashion Square
Loan ($225.0 million -- 14.7% of the pool), which represents a 41%
pari-passu interest in a $550.0 million first mortgage. The
remaining balance of the first mortgage is secured in GCCF 2007-
GG11, which Moody's does not rate. The loan is secured by a 1.3
million SF upscale regional mall located in Scottsdale, Arizona.
The collateral is the dominant mall in its trade area. As of June
2012, the property was 98% leased, which is in-line with last
review and securitization. In 2011, the NOI declined due to a
slight decrease in base revenues and increased operating expenses.
Moody's LTV and stressed DSCR are 119% and 0.75X, respectively,
compared to 115% and 0.77X at last review.

The third largest conduit loan is the Lincoln Square Loan ($60.0
million -- 3.9% of the pool), which represents a 27% pari-passu
interest in a $220.0 million A-Note. The loan is interest-only
throughout its entire ten-year term, maturing in July 2017. The
remaining balance of the A-Note is securitized in CD 2007-CD5,
which Moody's rates. The collateral is also encumbered by a $65.0
million B-Note. The loan is secured by a 406,000 SF Class A office
building located in Washington, DC. As of June 2012, the property
was 97% leased compared to 100% at last review. The law firm
Latham & Watkins leases 57% of the NRA through January 2016. The
second largest tenant is the U.S. Government which leases 12% of
the NRA through December 2013. The master servicer has not been
notified whether the U.S. Government will renew its lease. Moody's
analysis incorporates a stressed cash flow due to concerns about
potential volatility caused by lease rollover risk. Moody's LTV
and stressed DSCR are 139% and 0.68X, respectively, compared to
126% and 0.75X at last review.


CITIGROUP 2012-GC8: Fitch Assigns B Rating to $19MM Class F Certs.
------------------------------------------------------------------
Fitch Ratings has assigned the following ratings to Citigroup
Commercial Mortgage Trust 2012-GC8 commercial mortgage pass-
through certificates:

  -- $58,955,000 class A-1 'AAAsf'; Outlook Stable;
  -- $181,568,000 class A-2 'AAAsf'; Outlook Stable;
  -- $27,725,000 class A-3 'AAAsf'; Outlook Stable;
  -- $379,626,000 class A-4 'AAAsf'; Outlook Stable;
  -- $80,273,000 class A-AB 'AAAsf'; Outlook Stable;
  -- $821,766,000* class X-A 'AAAsf'; Outlook Stable;
  -- $93,619,000 class A-S 'AAAsf'; Outlook Stable;
  -- $61,112,000 class B 'AA-sf'; Outlook Stable;
  -- $39,008,000 class C 'A-sf'; Outlook Stable;
  -- $45,509,000 class D 'BBB-sf'; Outlook Stable;
  -- $19,504,000 class E 'BBsf'; Outlook Stable;
  -- $19,504,000 class F 'Bsf'; Outlook Stable.

*Notional amount and interest only.

Fitch does not rate the $218,444,520 interest-only class X-B or
the $33,807,520 class G.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 57 loans secured by 139 commercial
properties having an aggregate principal balance of approximately
$1.04 billion as of the cutoff date.  The loans were contributed
to the trust by Citigroup Global Market Realty Corp., Goldman
Sachs Commercial Mortgage Capital, L.P., Natixis Real Estate
Capital, LLC, GS Commercial Real Estate, LP, and Goldman Sachs
Mortgage Company.


COMM 2005-FL10: Moody's Affirms Caa3 Ratings on 2 Cert. Classes
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of two IO classes
of COMM 2005-FL10, Commercial Mortgage Pass-Through Certificates.
Moody's rating action is as follows:

Cl. X-2-DB, Affirmed at Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf)

Cl. X-3-DB, Affirmed at Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf)

Ratings Rationale

Moody's rates the two remaining IO classes in this transaction
that reference the only remaining loan in the pool. Moody's view
on the underling loan remains unchanged since the last rating
action taken in conjunction with the introduction of a global
methodology for rating structured finance IO securities. The
affirmations are due to key parameters, including Moody's loan to
value (LTV) ratio and Moody's stressed debt service coverage ratio
(DSCR) remaining within acceptable ranges.

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

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.5. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations. The model
incorporates the CMBS IO calculator ver1.1, which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
assessments; original and current bond balances grossed up for
losses for all bonds the IO(s) reference(s) within the
transaction; and IO type corresponding to an IO type as defined in
the published methodology. The calculator then returns a
calculated IO rating based on both a target and mid-point . For
example, a target rating basis for a Baa3 (sf) rating is a 610
rating factor. The midpoint rating basis for a Baa3 (sf) rating is
775 (i.e. the simple average of a Baa3 (sf) rating factor of 610
and a Ba1 (sf) rating factor of 940). If the calculated IO rating
factor is 700, the CMBS IO calculator ver1.1 would provide both a
Baa3 (sf) and Ba1 (sf) IO indication for consideration by the
rating committee.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior full review of the transaction is
summarized in a press release dated October 5, 2011.

Deal Performance

As of the September 17, 2012 payment date, the transaction's
aggregate certificate balance has decreased to $36.9 million from
$92.2 million at last review. The Certificates are collateralized
by one floating rate whole loan (the Berkshire Mall Loan). Moody's
does not rate pooled classes with principal balance.

As of the current distribution date, the transaction has incurred
cumulative bond loss totaling approximately $7 million and
outstanding interest shortfall totaling $70,143. Interest
shortfalls are caused by special servicing fees, including workout
and liquidation fees, appraisal subordinate entitlement reductions
(ASERs) and extraordinary trust expenses.

The Berkshire Mall Loan ($36.9 million) is secured by a regional
mall located in Lanesborough, MA, in Berkshire County. The only
enclosed mall in Berkshire County totals 589,490 square feet
(excluding Target), and is anchored by Target, Sears, Macy's, J.C.
Penney and Regal Cinemas (10 screens). The local manufacturing
economy continues to erode, and the property's performance was
significantly impacted during the last three years due to loss of
multiple junior anchors (Gap, Linens 'N Things, Steve & Barry's,
Famous Labels and Old Navy). As of June 2012, the property was 77%
leased including anchor owned space. The lease for J.C Penney was
renewed through September 2018, and the borower is waiting to hear
back from Sears regarding thier lease that expires in 2013.

The sponsors (Robert J. Congel and Woodchuck Hill Associates)
continue discussions with Regal Cinemas to rebuild the theatres
with stadium seating. In April 2012, the borrower received
approval for new Intensity Regulations that increase mall height
restrictions. Moody's expects new staduim seating theatres to be a
positive development for the center.

The special servicer (CT Investment Management) completed a loan
modification in March 2012 that provides two years of forbearance
terms, and established a $4 million reserve to address the near
term rollovers. Moody's stabilized LTV is in excess of 100% and
Moody's credit assessment of the loan is Caa3, same as at last
review.


CREDIT SUISSE 2003-CK2: Moody's Holds C Ratings on 2 Cert Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed 12 classes of Credit Suisse First Boston Mortgage
Securities Corp. Commercial Mortgage Pass-Through Certificates,
Series 2003-CK2 as follows:

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

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

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

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

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

Cl. F, Upgraded to Aa1 (sf); previously on Feb 25, 2010 Confirmed
at Aa2 (sf)

Cl. G, Upgraded to A1 (sf); previously on Feb 25, 2010 Confirmed
at A2 (sf)

Cl. H, Upgraded to Baa2 (sf); previously on Feb 25, 2010
Downgraded to Baa3 (sf)

Cl. J, Affirmed at B1 (sf); previously on Feb 25, 2010 Downgraded
to B1 (sf)

Cl. K, Affirmed at Caa3 (sf); previously on Feb 25, 2010
Downgraded to Caa3 (sf)

Cl. L, Affirmed at Ca (sf); previously on Feb 25, 2010 Downgraded
to Ca (sf)

Cl. N, Affirmed at C (sf); previously on Feb 25, 2010 Downgraded
to C (sf)

Cl. O, Affirmed at C (sf); previously on Feb 25, 2010 Downgraded
to C (sf)

Cl. GLC, Affirmed at Ba3 (sf); previously on Feb 25, 2010
Downgraded to Ba3 (sf)

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

Ratings Rationale

The upgrades are due to increased credit support from pay downs
and amortization. The affirmations of the principle classes are
due to key parameters, including Moody's loan to value (LTV)
ratio, Moody's stressed debt service coverage ratio (DSCR) and the
Herfindahl Index (Herf), remaining within acceptable ranges. Based
on Moody's current base expected loss, the credit enhancement
levels for the affirmed classes are sufficient to maintain the
existing ratings. The rating of the IO class, Class A-X, is
consistent with the credit profile of its referenced classes and
thus is affirmed.

Moody's rating action reflects a cumulative base expected loss of
7.1% of the current balance compared to 5.9% at last review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

Moody's review also incorporated the CMBS IO calculator ver1.1
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit assessments; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.1
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 12 compared to 19 at last review.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R)(Moody's Surveillance Trends) and CMM
(Commercial Mortgage Metrics) on Trepp -- and on a periodic basis
through a comprehensive review. Moody's prior full review is
summarized in a press release dated October 5, 2011.

Deal Performance

As of the September 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 56% to $437.4
million from $1.0 billion at securitization. The Certificates are
collateralized by 61 mortgage loans ranging in size from less than
1% to 18% of the pool, with the top ten loans representing 45% of
the pool. Fourteen loans, representing 29% of the pool, have
defeased and are collateralized with U.S. Government securities.
There are no loans with credit assessments.

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

Seven loans have been liquidated from the pool, resulting in an
aggregate realized loss of $13.4 million (27% loss severity
overall). Three loans, representing 7% of the pool, are currently
in special servicing. The largest specially serviced loan is the
Michigan Commercial Portfolio Loan ($24.2 million -- 5.5% of the
pool) which is secured by a portfolio of 24 Class B office
buildings and one retail building, all located in and around
Lansing, Michigan. The loan was transferred to special servicing
in May 2008 due to imminent monetary default and is now real
estate owned (REO). The property was 65% leased as of August 2012,
essentially the same as at last review. The most recent appraisal
(February 2012) valued the property at $12.7 million, down from
the reported appraised value of $13.0 million at last review. The
second largest specially serviced loan is secured by a multi-
family property located in Melbourne, Florida. The master servicer
has recognized appraisal reductions totaling $19.3 million for the
two specially serviced loans.

Moody's has assumed a high default probability for five poorly
performing loans representing 7% of the pool and has estimated a
$4.2 million loss (15% expected loss based on a 50% probability
default) from these troubled loans. Moody's was provided with
full-year 2011 and partial-year 2012 operating results for 96% and
60% of the pool, respectively. Excluding specially serviced and
troubled loans, Moody's weighted average LTV is 74% compared to
79% at last review. Moody's net cash flow reflects a weighted
average haircut of 14% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.6%.

Moody's actual and stressed DSCRs are 1.57X and 1.44X,
respectively, compared to 1.51X and 1.39X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three performing conduit loans represent 25% of the pool
balance. The largest loan is the Great Lakes Crossing Loan ($76.5
million -- 17.5% of the pool), which represents a 60%
participation interest in a $127.4 million first mortgage loan.
The loan is secured by the borrower's interest in a 1.1 million
square foot (SF) value oriented shopping center located
approximately 30 miles north of Detroit in Auburn Hills, Michigan.
The center is anchored by Bass Pro Shops and AMC Theater, both of
which are excluded from the collateral. The largest tenants
serving as loan collateral include Burlington Coat Factory, Sports
Authority and Bed Bath & Beyond. The center is also encumbered by
a B-note which is the security for the non-pooled Class GLC. As of
March 2012, mall occupancy was 87%, the same as at last review.
Financial performance has improved in concert with increased
occupancy along with the benefits of amortization. Moody's LTV and
stressed DSCR are 66% and 1.51X, respectively, compared to 76% and
1.35X at last review.

The second largest loan is the Shops at Cambridge Crossing Loan
($18.8 million -- 4.3% of the pool), which is secured by a 223,638
SF shopping center located in Troy, Michigan. Anchor tenants
include Wal-mart and Marshalls. Property financial performance has
improved since last review along with consistent occupancy
reported at 98% as of March 2012, the same as at last review.
Moody's LTV and stressed DSCR are 82% and 1.21X, respectively,
compared to 78% and 1.28X at last review.

The third largest loan is the Main Street Medical Campus Loan
($13.7 million -- 3.1% of the pool), which is secured by a 74,769
SF medical office building located in Orange, California. As of
December 2011, the building was 100% leased however there is
significant tenant rollover in 2012. Moody's LTV and stressed DSCR
are 75% and 1.41X, respectively, compared to 65% and 1.63X at last
review.


CREDIT SUISSE 2005-C5: Fitch Cuts Rating on Five Cert. Classes
--------------------------------------------------------------
Fitch Ratings has downgraded five classes and affirmed all
investment grade classes of Credit Suisse First Boston Mortgage
Securities Corp. series 2005-C5, commercial mortgage pass-through
certificates.

The downgrades are the result of greater certainty of loss
expectations since Fitch's last rating action.  Fitch modeled
losses of 5.7% of the remaining pool.  Actual and modeled losses
of the original pool balance are 6.7%.  As of the September 2012
distribution date, the pool's aggregate principal balance has
decreased 19% to $2.4 billion from $2.9 billion at issuance.
Eleven loans (4%) are currently defeased.  The transaction
currently has $2.9 million in cumulative interest shortfalls
affecting classes M thru S.  Fitch has designated 66 loans (21.2%)
as Fitch Loans of Concern, which includes eight specially serviced
loans (5.9%).

The largest contributor to Fitch modeled losses (2%) is a loan
secured by a 720,558 square foot (sf) [527,668 sf of collateral]
regional mall located in Decatur, GA, approximately seven miles
south of Atlanta.  Macy's 198,000 sf store is not part of the
collateral.  The largest tenants are Super Beauty (9%) lease
expiry April 2031, Galaxy Cinemas (8%) lease expiry January 2018,
and Conway (6%) lease expiry April 2031.  As of the June 2012 rent
roll, the property was 77.3% occupied.  The decline in performance
since issuance is attributed mainly to the lease termination of
the tenant, Amazing Rooms, for non-payment of rent.  The borrower
has been able to lease some of the space vacated by Amazing Rooms
and continues to market the remaining space.  The year-end (YE)
2011 DSCR was 1.26x, down from 1.52x in 2010 and 1.57x at
issuance.  There is approximately 4% rollover in 2012, 17% in
2013, 2% in 2015, and 7% in 2016.

The second largest contributor to Fitch modeled loss (1.8%) is
secured by a 157,931 sf retail property anchored by Publix and
located in Weston, FL, approximately 40 miles north of Miami.
Since issuance, the property has suffered declining occupancy and
cash flow as a result of market and economic conditions.  The most
recent servicer reported DSCR as of YE 2011 is 1.14x, slightly
lower than 1.22x YE 2010 and 1.57x at issuance. As of the July
2012 rent roll, occupancy remained stable at 92% with average in-
place rents of $43 per square foot (psf).  There is approximately
20% of the space rolling between 2013 and 2015.

The third largest contributor to loss (1.7%) is secured by a
308,353 sf retail center located in Littleton, CO, approximately
10 miles southwest of Denver.  The largest tenants are Tradesmart
(16%) lease expiry in May 2021, PetSmart (10%) lease expiry in
July 2016, and Jo-Ann Fabrics (8%) lease expiry in January 2014.
The second largest tenant at issuance, SteinMart (11%), vacated at
lease expiration in November 2011.  As of the August 2012 rent
roll, the property was 82% occupied with average rent of $14 psf.
The most recent servicer reported DSCR as of September 2011 is
1.07x, slightly below 1.17x at YE 2010 and 1.35x at issuance.
Approximately 38% of the leases roll between 2013 and 2015.

Fitch has downgraded the following classes and assigned/revised
Recovery Estimates(RE), as indicated:

  -- $21.8 million class H to 'CCCsf' from 'B-sf'; RE 100%;
  -- $32.6 million class J to 'CCsf' from 'CCCsf'; RE 0%;
  -- $32.6 million class K to 'Csf' from 'CCCsf'; RE 0%;
  -- $7.3 million class L to 'Csf' from 'CCsf'; RE 0%;
  -- $14.5 million class M to 'Csf' from 'CCsf'; RE 0%.

Fitch also affirmed the following classes and revised rating
Outlooks as indicated:

  -- $26.6 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $1.0 billion class A-4 at 'AAAsf'; Outlook Stable;
  -- $437.9 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $80 million class A-AB at 'AAAsf'; Outlook Stable;
  -- $290.2 million class A-M at 'AAAsf'; Outlook Stable;
  -- $224.8 million class A-J at 'AAsf'; Outlook revised to
     Negative from Stable;
  -- $24.9 million class B at 'Asf'; Outlook Stable;
  -- $47.6 million class C at 'BBBsf'; Outlook Stable;
  -- $21.8 million class D at 'BBBsf'; Outlook Stable;
  -- $18.1 million class E at 'BBB-sf'; Outlook Stable;
  -- $29 million class F at 'BBsf'; Outlook revised to Negative
     from Stable;
  -- $36.3 million class G at 'Bsf'; Outlook revised to Negative
     from Stable;
  -- $10.3 million class N at 'Csf'; RE 0%;
  -- $5.2 million class 375-A at 'BBB+sf'; Outlook Stable;
  -- $9 million class 375-B at 'BBBsf'; Outlook Stable;
  -- $20 million class 375-C at 'BBB-sf'; Outlook Stable.

Classes O, P and Q have been depleted due to principal losses
incurred and remain at 'Dsf'; RE 0%.

Fitch does not rate class S which is also depleted due to
principal losses incurred.  Classes A-1 and A-2 are paid in full.
Fitch had previously withdrawn the ratings on the interest-only
classes A-X, A-SP, and A-Y.  For additional information on the
withdrawal of the rating on classes A-X, A-SP, and A-Y, see 'Fitch
Revises Practice for Rating IO & Pre-Payment Related Structured
Finance Securities', dated June 23, 2010.)


CREST 2002-1: Moody's Cuts Ratings on Two Note Classes to 'Caa1'
-----------------------------------------------------------
Moody's Investors Service has upgraded the rating of one class and
downgraded the ratings of two classes of Notes issued by Crest
2002-1, Ltd. The upgrade is due to greater than expected
amortization resulting in approximately $50.0 million of paydown
to the top class and an improvement in the Class A par value test
since last review. The downgrades are due to deterioration in the
underlying collateral as evidenced by the Moody's weighted average
rating factor (WARF) and recovery rate (WARR) and a deterioration
in the Class B par value test since last review. The rating action
is the result of Moody's on-going surveillance of commercial real
estate collateralized debt obligation (CRE CDO and Re-REMIC)
transactions.

Moody's rating action is as follows:

Class A Senior Secured Floating Rate Term Notes, Upgraded to Aaa
(sf); previously on Oct 12, 2011 Upgraded to Aa2 (sf)

Class B-1 Second Priority Fixed Rate Term Notes, Downgraded to
Caa2 (sf); previously on Oct 12, 2011 Downgraded to Caa1 (sf)

Class B-2 Second Priority Floating Rate Term Notes, Downgraded to
Caa2 (sf); previously on Oct 12, 2011 Downgraded to Caa1 (sf)

Ratings Rationale

Crest 2002-1, Ltd. is a quarterly paying static cash CRE CDO
transaction backed by a portfolio of commercial mortgage backed
securities (CMBS) (80.2% of the pool balance) and real estate
investment trust (REIT) debt (19.8%). As of the August 31st, 2012
Trustee report, the aggregate Note balance of the transaction,
including preferred shares, was $189.9 million from $500.0 million
at issuance, with the amortization directed to the Class A Note.
As of the August 31st, 2012 Trustee report, the Class A par value
test is 742.8%, compared to 301.0% at last review and the class B
par value test is 101.7%, compared to 126.0% at last review.

There are eight assets with a par balance of $51.7 million (32.8%
of the current pool balance) that are considered defaulted
securities as of the August 31st, 2012 Trustee report. 100% of
these assets are CMBS collateral. While there have been no losses
to the deal to date, Moody's does expect significant losses to
occur from the defaulted securities once they are realized.

Moody's has identified the following parameters as key indicators
of the expected loss within CRE CDO transactions: 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 5,787 compared to 5,240 at last review. The
current distribution of Moody's rated collateral and assessments
for non-Moody's rated collateral is as follows: Aaa-Aa3 (0.0%
compared to 2.7% at last review), A1-A3 (2.0% compared to 0.6% at
last review), Baa1-Baa3 (25.9% compared to 22.1% at last review),
Ba1-Ba3 (3.7% compared to 6.7% at last review), B1-B3 (17.6%
compared to 21.6% at last review), and Caa1-C (50.8% compared to
46.2% 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 3.3
years compared to 1.6 years at last review. The current WAL
reflects updated assumptions about extensions.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed WARR of
12.6% compared to 13.5% 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 12.7% compared to 4.8% 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. Rated notes are particularly sensitive to
changes in recovery rate assumptions. Holding all other key
parameters static, changing the recovery rate assumption down from
12.6% to 22.6% or up to 2.6% would result in average rating
movement on the rated tranches of 0 to 1 notch downward and 0 to 1
notch upward, respectively.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. 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.


COBALT CMBS 2006-C1: Fitch Junks Rating on 3 Certificate Classes
----------------------------------------------------------------
Fitch Ratings has downgraded four classes and affirmed the super
senior classes of commercial mortgage pass-through certificates
from Cobalt CMBS Commercial Mortgage Trust series 2006-C1.

The downgrades reflect an increase in Fitch modeled losses
primarily due to the declining valuations of the specially
serviced assets as well as the projected losses on the newly
transferred loans.  Efforts to stabilize and improve performance
of the existing specially serviced assets have proven to be
challenging, and anticipated progress in the workout of these
assets has not materialized.  Fitch modeled losses of 19% for the
remaining pool (modeled losses of the original pool balance are
17.2% including already realized losses of 2.5%).

As of the September 2012 distribution date, the pool's aggregate
principal balance (including rakes) has decreased 23.2% to $1.96
billion from $2.56 billion at issuance.  Cumulative interest
shortfalls in the amount of $22.7 million are affecting classes B
through P. There are no defeased loans.

Fitch has designated 43 loans (37.3%) as Fitch Loans of Concern,
including 25 (26.4%) in special servicing.  Nine of the specially
serviced assets are real estate owned (REO) assets (14.5%) and
eight are in foreclosure (6.1%).

The largest contributor to modeled losses (5.9% of the pool)
consist of three 12-story office buildings totaling approximately
932,854 square feet (sf) located in Rolling Meadows, IL.  The loan
transferred to special servicing on Jan. 19, 2010 due to imminent
default as a result of a significant decline in occupancy.  The
property became a REO asset in June 2010 through a deed in lieu of
foreclosure and the special servicer is working to lease-up the
properties.  As of August 2012, overall occupancy was 60% compared
to 90.2% at issuance.

The second largest contributor to modeled losses (2.2%) is a
227,000 sf class A office campus located in Scottsdale, AZ.  At
issuance, this property was 100% leased to DHL with a lease
expiration date of June 20, 2012.  In fourth quarter 2009, DHL
paid a lease termination fee and vacated the building.  The loan
transferred to the special servicer in March 2010 and the property
became a REO asset in November 2011 through foreclosure. The
property is currently 35% occupied.

The third largest contributor to modeled losses (3.3%) is a
537,000 sf office property in downtown Cincinnati, OH.  The
property is expected to experience significant decline in cash
flow when the largest tenant, which occupies 21.2% of the
property, vacates upon lease expiration in November 2012.  Another
tenant, which occupies 4% of the property, is currently on a
month-to-month term after its lease expired on Sept. 1, 2012.
Although a new tenant signed an 11-year lease for 14% of the
property effective March 2012, it is not paying rent until May
2013. As of June 2012, the property was 87.2% occupied.  The debt
service coverage ratio (DSCR) for the same period was 1.25 times
(x), compared to a DSCR of 1.56x at year-end (YE) 2011 with 73%
occupancy rate.

Fitch has downgraded the following classes as indicated:

  -- $253.1 million class A-M to 'Asf' from 'AAAsf'; Outlook
     Negative;
  -- $208.8 million class AJ to 'CCsf' from 'CCCsf'; RE35%;
  -- $50.6 million class B to 'Csf' from 'CCsf'; RE0%;
  -- $28.5 million class C to 'Csf' from 'CCsf'; RE0%.

Fitch has affirmed the following classes as indicated:

  -- $19.1 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $126.9 million class A-AB at 'AAAsf'; Outlook Stable;
  -- $102.3 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $723.7 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $374.1 million class A-1A at 'AAAs'; Outlook Stable;
  -- $34.8 million class D at Csf'; RE0%;
  -- $22.1 million class E at Csf'; RE0%;
  -- $28.5 million class F at Csf'; RE0%;
  -- $25.3 million class G at Csf'; RE0%;
  -- $34.8 million class H at Csf'; RE0%;
  -- $6.3 million class J at Csf'; RE0%;
  -- $3.3 million class K at 'Dsf'; RE0%.

Classes L through O have been depleted due to recognized losses
and remain at 'Dsf/RE0%'. Classes A-1, AMP-E1, and AMP-E2 have
paid in full.  Fitch does not rate class P.  Fitch has withdrawn
the rating on the interest-only class IO at prior review.


CRYSTAL COVE: S&P Keeps 'D' Ratings on Four Note Classes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its rating on the
class A-1 notes from Crystal Cove CDO Ltd., a structured finance
backed collateralized debt obligation (CDO) transaction managed by
Pacific Investment Management Co. LLC.

"We affirmed our rating on the class A-1 notes because the class
has paid down to 55.27 % of its original balance and continues to
be current in its interest payments. However, based on the Aug.
28, 2012, trustee report, the transaction has acknowledged $147.89
million in defaulted obligations and holds $61.03 million as
performing securities (including cash held in principal account).
The overcollateralization ratio for class A/B is 18.07%," S&P
said.

"The affirmation also reflects our belief that the credit support
available is commensurate with the current rating level," S&P
said.

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AFFIRMED

Crystal Cove CDO Ltd.
Class              Rating
A-1                CC (sf)

OUTSTANDING RATINGS

Crystal Cove CDO Ltd.
Class    Rating
A-2      D (sf)
B        D (sf)
C-1      D (sf)
C-2      D (sf)


CWABS 2005: Moody's Cuts Ratings on 3 Securities Tranches to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on eight
tranches, and confirmed the rating on one tranche from two
subprime RMBS transactions issued by Countrywide. The collateral
backing these transactions are subprime residential mortgage
loans.

Complete rating actions are as follows:

Issuer: CWABS Asset-Backed Certificates Trust 2005-16

Cl. 1-AF, Downgraded to Ca (sf); previously on Apr 16, 2010
Downgraded to Caa3 (sf)

Underlying Rating: Downgraded to Ca (sf); previously on Apr 14,
2010 Downgraded to Caa3 (sf)

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

Cl. 2-AF-2, Downgraded to Caa3 (sf); previously on May 30, 2012
B3 (sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa3 (sf); previously on May 30,
2012 B3 (sf) Placed Under Review for Possible Downgrade

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

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

Issuer: CWABS Asset-Backed Certificates Trust 2005-17

Cl. 1-AF-2, Downgraded to Caa3 (sf); previously on May 30, 2012
B3 (sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa3 (sf); previously on May 30,
2012 B3 (sf) Placed Under Review for Possible Downgrade

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

Cl. 1-AF-3, Downgraded to Ca (sf); previously on Apr 16, 2010
Downgraded to Caa3 (sf)

Underlying Rating: Downgraded to Ca (sf); previously on Apr 14,
2010 Confirmed at Caa3 (sf)

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

Cl. 1-AF-5, Downgraded to Ca (sf); previously on Apr 16, 2010
Downgraded to Caa3 (sf)

Underlying Rating: Downgraded to Ca (sf); previously on Apr 14,
2010 Downgraded to Caa3 (sf)

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

Cl. 2-AV, Downgraded to Caa3 (sf); previously on Apr 14, 2010
Downgraded to Caa2 (sf)

Cl. 3-AV-1, Downgraded to B3 (sf); previously on Apr 14, 2010
Downgraded to B1 (sf)

Cl. 3-AV-2, Downgraded to Caa3 (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 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 1) Moody's
current view on loan modifications 2) small pool volatility and 3)
bonds that financial guarantors insure.

Loan Modifications

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

Small Pool Volatility

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

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

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

Bonds insured by financial guarantors

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

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

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in April 2011 to 8.2% in June 2012. Moody's forecasts a
further drop to 7.8% for 2013. Moody's expects house prices to
drop another 1% from their 4Q2011 levels before gradually rising
towards the end of 2013. Performance of RMBS continues to remain
highly dependent on servicer procedures. Any change resulting from
servicing transfers or other policy or regulatory change can
impact the performance of these transactions.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF298588

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


GANNETT PEAK: Moody's Lifts Rating on Class D-1 Notes to 'B1'
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Gannett Peak CLO Ltd.:

U.S.$369,100,000 Class A-1a Senior Secured Floating Rate Notes Due
2020, Upgraded to Aaa (sf); previously on August 11, 2011 Upgraded
to Aa1 (sf);

U.S.$60,000,000 Class A-1b Senior Secured Floating Rate Notes Due
2020, Upgraded to Aaa (sf); previously on August 11, 2011 Upgraded
to Aa1 (sf);

U.S.$41,000,000 Class A-2 Senior Secured Floating Rate Notes Due
2020, Upgraded to Aa1 (sf); previously on August 11, 2011 Upgraded
to A2 (sf);

U.S.$26,000,000 Class B-1 Senior Secured Deferrable Floating Rate
Notes Due 2020, Upgraded to A2 (sf); previously on August 11, 2011
Upgraded to Baa2 (sf);

U.S.$9,000,000 Class B-2 Senior Secured Deferrable Fixed Rate
Notes Due 2020, Upgraded to A2 (sf); previously on August 11, 2011
Upgraded to Baa2 (sf);

U.S.$33,500,000 Class C Senior Secured Deferrable Floating Rate
Notes Due 2020, Upgraded to Ba1 (sf); previously on August 11,
2011 Upgraded to Ba2 (sf);

U.S.$19,000,000 Class D-1Secured Deferrable Floating Rate Notes
Due 2020, Upgraded to B1 (sf); previously on August 11, 2011
Upgraded to B2 (sf);

U.S.$5,000,000 Class D-2 Secured Deferrable Fixed Rate Notes Due
2020, Upgraded to B1 (sf); previously on August 11, 2011 Upgraded
to B2 (sf);

U.S.$14,000,000 Type I Composite Obligations (current outstanding
rated balance of $9,153,012), Upgraded to A1 (sf); previously on
August 11, 2011 Upgraded to Baa1 (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 August 2011.

Moody's notes that the deal has benefited from an improvement in
the credit quality of the underlying portfolio. Based on the
latest trustee report dated August 1, 2012, the weighted average
rating factor is currently 2785 compared to 2901 in July 20, 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 $565.9 million,
defaulted par of $32.4 million, a weighted average default
probability of 20.63%,(implying a WARF of 2922), a weighted
average recovery rate upon default of 46.85%, and a diversity
score of 58. 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.

Gannett Peak CLO, issued in October 2006, 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% (2338)

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

Moody's Adjusted WARF + 20% (3506)

Class A-1a: 0
Class A-1b: 0
Class A-2: -2
Class B-1: -2
Class B-2: -2
Class C: -1
Class D-1: -2
Class D-2: -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.


GE COMMERCIAL 2002-1: Moody's Cuts Rating on X-1 Certs. to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded one class and affirmed three classes of GE Commercial
Mortgage Corp., Commercial Mortgage Pass-Through Certificates,
Series 2002-1 as follows:

Cl. J, Upgraded to Baa1 (sf); previously on Apr 18, 2002
Definitive Rating Assigned Ba1 (sf)

Cl. K, Upgraded to Ba1 (sf); previously on Dec 9, 2010 Downgraded
to B1 (sf)

Cl. L, Upgraded to B2 (sf); previously on Dec 9, 2010 Downgraded
to Caa1 (sf)

Cl. M, Affirmed at Caa3 (sf); previously on Dec 9, 2010 Downgraded
to Caa3 (sf)

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

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

Cl. X-1, Downgraded to Caa2 (sf); previously on Feb 22, 2012
Downgraded to B1 (sf)

Ratings Rationale

The upgrades are due to increased subordination from loan payoffs
and amortization. The pool has paid down 94% since securitization
and 90% since last review. The affirmations are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.

The rating of the IO Class, Class X-1, is downgraded to be
consistent with the expected credit performance of its referenced
classes.

Moody's rating action reflects a cumulative base expected loss of
25.5% of the current balance compared to 4.0% at last review. The
base expected loss is much higher at this review compared to last
because of the significant decline in the pool's balance. However,
on a dollar amount basis, the cumulative base expected loss amount
decreased to $15.4 million from $25.0 million at last full review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

Moody's review also incorporated the CMBS IO calculator ver1.1
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 4 compared to 35 at Moody's prior full review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.5 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated October 20, 2011.

Deal Performance

As of the September 10, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 94% to $61.41
million from $1.04 billion at securitization. The Certificates are
collateralized by six mortgage loans ranging in size from less
than 1% to 43% of the pool. There are currently no defeased loans
or loans with credit assessments in the pool.

The largest loan, representing 43% of the pool, is on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Fourteen loans have been liquidated from the pool since
securitization, resulting in an aggregate $9.8 million loss (9%
loss severity on average). Currently four loans, representing 48%
of the pool, are in special servicing. The largest specially
serviced loan is the Summerlyn Park Loan (formerly Summerlyn Park;
$16.4 million -- 27% of the pool), which is secured by a 415-unit
apartment complex in Lithonia, Georgia. The property transferred
to special servicing in November 2009 and became REO in March
2010. The servicer intends to lease-up the property and then
market it for sale. The property was 76% leased as of July 2012
compared to 57% at last review. Although occupancy is low, it has
steadily increased from 32% in September 2010. The remaining three
specially serviced loans are secured by office, retail and
multifamily properties.

The master servicer has recognized an aggregate $13.2 million
appraisal reduction for the specially serviced loans. Moody's has
estimated an aggregate loss of $15.4 million (72% expected loss on
average) for two of the specially serviced loans.

Moody's was provided with full year 2010 and 2011 operating
results for 100% of the performing pool. Excluding three of the
specially serviced loans, Moody's weighted average LTV is 47%
compared to 72% at last full review. Moody's net cash flow
reflects a weighted average haircut of 11% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 9.0%.

Excluding three of the specially serviced loans, Moody's actual
and stressed DSCRs are 0.94X and 2.12X, respectively, compared to
1.32X and 1.52X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The two performing conduit loans represent 52% of the pool
balance. The largest loan is the 15555 Lundy Parkway Loan ($26.5
million -- 43.2% of the pool), which is secured by a two Class A
suburban office buildings located in Dearborn, Michigan. The two
buildings are connected by a center lobby/atrium and contain
453,000 square feet (SF). The property is 100% leased to the Ford
Motor Company (senior unsecured rating of Baa3, stable outlook)
under a 15-year bondable net lease through December 2016. The loan
is coterminous with the lease term and fully amortizes. Moody's
LTV and stressed DSCR are 43% and 2.27X, respectively, compared to
50% and 1.93X at last review.

The second largest loan is the Costco Ground Lease Loan ($5.5
million -- 9.0% of the pool), which is secured by a ground lease
for a single-tenant 136,000 SF retail property located in Commack,
New York. The property is 100% leased to Costco (senior unsecured
rating of A1, stable outlook) through November 2018. Moody's LTV
and stressed DSCR are 59% and 1.64X, respectively, compared to 61%
and 1.59X at last full review.


GE COMMERCIAL 2004-C3: Moody's Keeps C Ratings on 2 Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 16 CMBS classes
of GE Commercial Mortgage Corporation, Commercial Mortgage Pass-
Through Certificates, Series 2004-C3 as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Aug 19, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Aug 19, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Aug 19, 2004
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Oct 13, 2011 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aa1 (sf); previously on Oct 13, 2011 Upgraded
to Aa1 (sf)

Cl. D, Affirmed at A1 (sf); previously on Oct 13, 2011 Upgraded to
A1 (sf)

Cl. E, Affirmed at A3 (sf); previously on Aug 19, 2004 Definitive
Rating Assigned A3 (sf)

Cl. F, Affirmed at Baa2 (sf); previously on Nov 11, 2010
Downgraded to Baa2 (sf)

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

Cl. H, Affirmed at B3 (sf); previously on Nov 11, 2010 Downgraded
to B3 (sf)

Cl. J, Affirmed at Caa2 (sf); previously on Nov 11, 2010
Downgraded to Caa2 (sf)

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

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

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

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

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

Ratings Rationale

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

The rating of the IO Class, Class X-1, is consistent with the
expected credit performance of its referenced classes and thus is
affirmed.

Moody's rating action reflects a cumulative base expected loss of
approximately 4% of the current deal balance, the same as at
Moody's last review. Moody's provides a current list of base
losses for conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. 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 Fusion U.S. CMBS Transactions" published in April 2005, and
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

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

Moody's review also incorporated the CMBS IO calculator ver1.1
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.1
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 38 compared to a Herf of 41 at Moody's prior
review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated October 13, 2011.

Deal Performance

As of the September 10, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 50% to $690 million
from $1.38 billion at securitization. The Certificates are
collateralized by 84 mortgage loans ranging in size from less than
1% to 7% of the pool, with the top ten loans (excluding
defeasance) representing 36% of the pool. The pool includes one
loan with an investment-grade credit assessment, representing 7%
of the pool. Eight loans, representing approximately 10% of the
pool, are defeased and are collateralized by U.S. Government
securities.

Eighteen loans, representing 15% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Eleven loans have liquidated from the pool, resulting in an
aggregate realized loss of $27 million (17% average loan loss
severity). Currently, two loans, representing 4% of the pool, are
in special servicing. The largest specially serviced loan is the
Belvedere Plaza Loan ($15 million -- 2% of the pool). The loan is
secured by a 371,000 square foot retail center anchored by The
Kroger Co. (Moody's senior unsecured rating Baa2, stable outlook),
a large grocery chain. The loan transferred to special servicing
in October 2011 for maturity default. The loan was modified in
March to extend loan maturity until January 1, 2013. The special
servicer expects a full payoff before the new maturity date.
Moody's estimates an aggregate $4 million loss for all specially
serviced loans.

Moody's has assumed a high default probability for six poorly
performing loans representing 5% of the pool. Moody's analysis
attributes to these troubled loans an aggregate $9 million loss
(28% expected loss severity based on a 67% probability default).

Moody's was provided with full-year 2011 and partial year 2012
operating results for 99% and 51% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 82%, the same as at last full
review. Moody's net cash flow reflects a weighted average haircut
of 11.3% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
8.9%

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.47X and 1.26X, respectively, compared to
1.47X and 1.23X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The loan with a credit assessment is the 731 Lexington Avenue Loan
($51 million -- 7% of the pool), which represents a participation
interest in a $241 million senior mortgage loan. The loan is
secured by a 690,000 square foot office condominium located within
the East Side office submarket of Midtown Manhattan. The property
is 100% leased to media firm Bloomberg, L.P. through February
2029. The property is also encumbered by an $86 million B-Note,
which is held outside the trust. Moody's credit assessment and
stressed DSCR are A3 and 2.35X, respectively, compared to A3 and
2.12X at last review.

The top three performing conduit loans represent 12% of the pool.
The largest loan is the Sun Communities Portfolio 5 Loan ($37
million -- 5% of the pool), which is secured by six manufactured
housing communities. The communities are located in Florida,
Michigan, Ohio, and Texas. Portfolio occupancy as of year-end 2011
reporting was 77%, compared to 74% at Moody's last review. Moody's
current LTV and stressed DSCR are 76% and 1.24X, respectively,
compared to 81% and 1.17X at last review.

The second-largest loan is the West Village Retail Loan ($25
million -- 4% of the pool), which is secured by a 123,000 square
foot retail property located in Dallas, Texas. The property,
located one mile north of the Dallas CBD, was 96% leased at year-
end 2011 reporting -- the same as at Moody's prior review. Moody's
current LTV and stressed DSCR are 84% and 1.16X, respectively,
compared to 85% and 1.15X at last review.

The third-largest loan is the 180 Livingston Street Loan ($23
million -- 3% of the pool). The loan is secured by a five-story
office property located in the downtown Brooklyn section of New
York City. The property is 75% leased through 2023 to the New York
City Metropolitan Transportation Authority. Occupancy was 100% in
December 2011. Several minor leases at the property have recently
expired, though new leasing activity at the property is reported
to be strong. Moody's current LTV and stressed DSCR are 105% and,
0.98X respectively, compared to 90% and 1.14X at last review.


GMAC 2001-C1: Fitch Affirms Junk Rating on 2 Note Classes
---------------------------------------------------------
Fitch Ratings has downgraded one class and placed four classes of
GMAC Commercial Mortgage Securities, Inc.'s mortgage pass-through
certificates, series 2001-C1 on Rating Watch Negative.  In
addition Fitch has affirmed six distressed classes of the
transaction.

The downgrade of class D to 'A' and placement on Rating Watch
Negative is due to the expectation that the class will not receive
principal or interest payments for approximately six months.  The
master servicer will begin withholding principal and interest
payments in order to recover an insurance property protection
advance made for real estate owned (REO) Bridgewater Place
property.  Although full recovery of principal and interest is
possible, Fitch does not rate classes that have incurred an
interest shortfall higher than 'A'.

The placement of classes D through G on Rating Watch Negative is
as a result of interest shortfalls, as well as a concern that
seven of the remaining eight loans are in special servicing.
Fitch will resolve the Rating Watch within the next several months
following a detailed review of the transaction after the receipt
of updated valuations on the specially serviced loans and
additional information on the interest recovery prospects of the
classes is received.

Bridgewater Place is an REO office property (19.2% of the pool
balance) located in Grand Rapids, MI.  The 315,202 square foot
(sf) 17 story property was built in 1993 within the central
business district (CBD).  The servicer-reported occupancy was 61%
as of August 2012.  Varnum, the largest tenant, renewed their
lease earlier this year for a term of 10 years but downsized their
footprint by 14,047 sf.  The special servicer continues to market
the vacant space and recently listed the property for sale.  The
master servicer had previously ceased advancing principal and
interest.  The insurance advance is considered a property
protection advance.

Fitch has downgraded and placed the following class on Rating
Watch Negative:

  -- $0.8 million class D to 'Asf' from 'AAAsf'

The following classes are placed on Rating Watch Negative

  -- $17.3 million class E 'Asf';
  -- $13.0 million class F 'BBB-sf';
  -- $13.0 million class G 'CCCsf'; RE100%.

Additionally, Fitch has affirmed the following classes:

  -- $25.9 million class H at 'Csf'; RE5%;
  -- $6.5 million class J at 'Csf'; RE0%.

Classes K, L, M and N remain at 'Dsf'; RE0%; due to realized
losses.

Class A-1, A-2, A-3, B, C and the interest-only class X-2 have
paid in full.  Fitch does not rate class P.  Class X-1 and O was
previously withdrawn.


GMAC 2004-C2: Moody's Lowers Rating on Class E Secs. to 'C'
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of six classes,
downgraded four classes that had been placed on review for
possible downgrade and downgraded two additional classes of GMAC
Commercial Mortgage Securities, Inc., Series 2004-C2 as follows:

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

Cl. A-4, Downgraded to Aa3 (sf); previously on Aug 16, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Downgraded to Aa3 (sf); previously on Aug 16, 2004
Definitive Rating Assigned Aaa (sf)

Cl. B, Downgraded to Baa2 (sf); previously on Jun 28, 2012
Downgraded to A2 (sf) and Placed Under Review for Possible
Downgrade

Cl. C, Downgraded to Ba2 (sf); previously on Jun 28, 2012
Downgraded to Baa2 (sf) and Placed Under Review for Possible
Downgrade

Cl. D, Downgraded to Caa1 (sf); previously on Jun 28, 2012
Downgraded to B1 (sf) and Placed Under Review for Possible
Downgrade

Cl. E, Downgraded to C (sf); previously on Jun 28, 2012 Downgraded
to Caa2 (sf) and Placed Under Review for Possible Downgrade

Cl. F, Affirmed at C (sf); previously on Jun 28, 2012 Downgraded
to C (sf)

Cl. G, Affirmed at C (sf); previously on Jun 28, 2012 Downgraded
to C (sf)

Cl. H, Affirmed at C (sf); previously on Jun 28, 2012 Downgraded
to C (sf)

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

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

Ratings Rationale

The affirmations of the principal classes are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.
The rating of the IO Class, Class X-1, is consistent with the
credit profile of its referenced classes and thus is affirmed.

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

On June 28, 2012, Moody's placed four classes on review for
possible downgrade because of ongoing concerns about losses from
specially serviced and troubled loans. This action concludes
Moody's review.

Moody's rating action reflects a cumulative base expected loss of
10.5% of the current balance compared to 9.0% at last review. Base
expected loss plus realized losses to date totals 11.3% of the
original balance compared to 10.3% at last review. Moody's
provides a current list of base expected losses for conduit and
fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of 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 Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

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

Moody's review also incorporated the CMBS IO calculator ver1.1
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point. For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.1
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 13, down from 14 at last review.

In cases where the Herf falls below 20, Moody's employs the large
loan/single borrower methodology. This methodology uses the excel-
based Large Loan Model v 8.5. The large loan model derives credit
enhancement levels based on an aggregation of adjusted loan level
proceeds derived from Moody's loan level LTV ratios. Major
adjustments to determining proceeds include leverage, loan
structure, property type, and sponsorship. These aggregated
proceeds are then further adjusted for any pooling benefits
associated with loan level diversity, other concentrations and
correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated June 28, 2012.

Deal Performance

As of the September 10, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 27% to $682.5
million from $933.7 million at securitization. The Certificates
are collateralized by 58 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans, excluding
defeasance, representing 46% of the pool. Ten loans, representing
33% of the pool, have defeased and are secured by U.S. government
securities. There are two loans, representing 16% of the pool,
with investment grade credit assessments.

There are 11 loans, representing 15% of the pool, on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Nine loans have been liquidated from the pool since securitization
resulting in an aggregate realized loss totaling $34.2 million
(average loss severity of 41%). There are currently four loans,
representing 13% of the pool, in special servicing. The largest
specially serviced loan is the Parmatown Shopping Center Loan
($61.6 million -- 9.0% of the pool), which is secured by the
borrower's interest in 861,207 square feet (SF) of a 1.2 million
SF enclosed regional shopping mall located in Parma, Ohio. The
loan was transferred to special servicing in January 2011 due to
imminent default. A receiver was appointed in July 2011, Eastdil
was then hired to sell the loan and has since secured a buyer with
the note sale set to close in October 2012. Moody's has estimated
an aggregate $61.4 million loss (72% overall expected loss) for
the four specially serviced loans.

Moody's has assumed a high default probability for one poorly
performing loan representing 2% of the pool and has estimated a
$2.9 million aggregate loss (20% expected loss based on a 50%
probability of default) from this troubled loan.

Moody's was provided with full year 2011 and partial year 2012
operating results for 83% and 74% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average conduit LTV is 90% compared to 88% at
last full review. Moody's net cash flow reflects a weighted
average haircut of 11.6% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.4%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed conduit DSCRs are 1.31X and 1.2X, respectively,
compared to 1.33X and 1.2X, respectively, at last full review.
Moody's actual DSCR is based on Moody's net cash flow (NCF) and
the loan's actual debt service. Moody's stressed DSCR is based on
Moody's NCF and a 9.25% stressed rate applied to the loan balance.

The largest loan with a credit assessment is the Jersey Gardens
Loan ($72.8 million -- 10.7% of the pool), which represents a 52%
participation interest in a $141.1 million first mortgage loan.
The loan is secured by the borrower's interest in a 1.3 million SF
outlet mall located in Elizabeth, New Jersey. The largest tenants
are Loews Theatres, Burlington Coat Factory and Forever 21. The
property was 96% leased as of March 2012 compared to 100% as of
December 2011. Property performance has improved in each of the
past three years. The loan sponsor is Glimcher Realty Trust
(Moody's senior unsecured rating (P)Ba3; positive outlook).
Moody's current credit assessment and stressed DSCR for the senior
loan are Aa3 and 2.24X, respectively, compared to Aa3 and 2.22X at
last review.

The second largest loan with a credit assessment is the 731
Lexington Avenue Loan ($39.0 million -- 5.7% of the pool), which
represents a 16% participation interest in the senior portion of a
first mortgage loan totaling $244.6 million. The loan is secured
by a 694,000 SF office condominium situated within a 1.4 million
square foot complex located in midtown Manhattan. The property is
also encumbered by an $86 million B-note that is held outside of
the trust. The property is 100% leased to Bloomberg, LP through
2028. Moody's current credit assessment and stressed DSCR are A3
and 2.18X, respectively, compared to A3 and 2.16X at last review.

The top three performing conduit loans represent 13% of the pool
balance. The largest conduit loan is the Military Circle Mall Loan
($54.3 million -- 8.0% of the pool), which is secured by a 740,788
SF enclosed regional shopping mall located in Norfolk, Virginia.
Anchor tenants include JC Penney, Macy's and Cinemark Theater.
Sears recently closed its store at this location as announced
earlier this year. Financial performance for full year 2011
declined since last review even though occupancy only declined
from 92% as of December 2011 to 90% as of March 2012. Moody's
stressed the property cash flow to reflect the loss of Sears as an
anchor tenant and to capture the potential negative impact on the
mall's ongoing leasing and financial performance. The loan is also
on the master servicer's watchlist due to the loss of Sears. The
loan has amortized 11% since securitization. Moody's LTV and
stressed DSCR are 119% and 0.86X, respectively, compared to 115%
and 0.89X at last review.

The second largest loan is the Escondido Village Shopping Center
Loan ($16.8 million -- 2.5% of the pool), which is secured by a
191,629 SF retail center located north of San Diego in Escondido,
California. Financial performance has been steady for the past two
years. The center was 88% leased as of March 2012 compared to 93%
as of December 2011. The loan has amortized 12% since
securitization. Moody's LTV and stressed DSCR are 80% and 1.25X,
respectively, compared to 81% and 1.24X at last review.

The third largest loan is the Stonybrook Apartments Loan ($13.9
million -- 2.0% of the pool), which is secured by a 258-unit
apartment complex located in Deptford, New Jersey. Financial
performance has consistently improved over the past three years
due to sustained occupancy. The property was 92% leased as of
March 2012 versus 93% at last review. This loan has amortized 12%
since securitization. Moody's LTV and stressed DSCR are 85% and
1.08X, respectively, compared to 87% and 1.05X at last review.


GREENWICH CAPITAL: Moody's Cuts Ratings on 2 Cert. Classes to 'C'
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of six classes,
downgraded ten classes and placed eight of the downgraded classes
on review for possible downgrade, and placed the IO class on
review for possible downgrade of Greenwich Capital Commercial
Funding Corp., Commercial Mortgage Pass-Through Certificates,
Series 2005-GG3 as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Feb 28, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed at Aaa (sf); previously on Feb 28, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Feb 28, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-1-A, Affirmed at Aaa (sf); previously on Feb 28, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-J, Downgraded to Baa1 (sf) and Placed Under Review for
Possible Downgrade; previously on Jan 13, 2011 Confirmed at Aa2
(sf)

Cl. B, Downgraded to Ba1 (sf) and Placed Under Review for Possible
Downgrade; previously on Jan 13, 2011 Downgraded to A2 (sf)

Cl. C, Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade; previously on Jan 13, 2011 Downgraded to Baa1 (sf)

Cl. D, Downgraded to B2 (sf) and Placed Under Review for Possible
Downgrade; previously on Jan 13, 2011 Downgraded to Baa3 (sf)

Cl. E, Downgraded to B3 (sf) and Placed Under Review for Possible
Downgrade; previously on Jan 13, 2011 Downgraded to Ba1 (sf)

Cl. F, Downgraded to Caa2 (sf) and Placed Under Review for
Possible Downgrade; previously on Sep 29, 2011 Downgraded to B1
(sf)

Cl. G, Downgraded to Caa3 (sf) and Placed Under Review for
Possible Downgrade; previously on Sep 29, 2011 Downgraded to Caa1
(sf)

Cl. H, Downgraded to Ca (sf) and Placed Under Review for Possible
Downgrade; previously on Sep 29, 2011 Downgraded to Caa2 (sf)

Cl. J, Downgraded to C (sf); previously on Sep 29, 2011 Downgraded
to Caa3 (sf)

Cl. K, Downgraded to C (sf); previously on Sep 29, 2011 Downgraded
to Ca (sf)

Cl. L, Affirmed at C (sf); previously on Jan 13, 2011 Downgraded
to C (sf)

Cl. M, Affirmed at C (sf); previously on Jan 13, 2011 Downgraded
to C (sf)

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

Ratings Rationale

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

The downgrades are due to higher realized and anticipated losses
from specially serviced and troubled loans as well as an increase
in interest shortfalls since last review. Eight of the ten
downgraded classes are placed on review for possible downgrade due
to ongoing concerns about interest shortfalls and anticipated
losses.

The rating of the IO Class, Class XC, is placed on review due to
the possible downgrades of its referenced classes.

Moody's rating action reflects a cumulative base expected loss of
9.1% compared to 5.4% at last review. Moody's provides a current
list of base expected losses for conduit and fusion CMBS
transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. 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 U.S. CMBS Conduit Transactions" published in September
2000, and "Moody's Approach to Rating Structured Finance Interest-
Only Securities" published in February 2012.

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

Moody's review also incorporated the CMBS IO calculator ver1.1
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit assessments; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.1
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 24, the same as at last review.

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

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

Deal Performance

As of the September 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 49% to $1.83
billion from $3.55 billion at securitization. The Certificates are
collateralized by 99 mortgage loans ranging in size from less than
1% to 12% of the pool. Eight loans, representing 7% of the pool,
have defeased and are secured by U.S. Government securities.

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

Seventeen loans have been liquidated from the pool, resulting in
an aggregate realized loss of $73.2 million (51% loss severity).
This is an increase from $54.4 million in realized losses at last
review. Currently 15 loans, representing 19% of the pool, are in
special servicing. The largest specially serviced loan is the
Village at Orange Loan ($60.1 million -- 3.3% of the pool), which
is secured by a 474,741 square foot (SF) regional mall. The
property is anchored by JC Penny, Sears and Wal-Mart, which are
not part of the collateral. The loan transferred to special
servicing in August 2011 as the result of imminent maturity
default. The loan subsequently matured on November 6, 2011. The
special servicer is dual tracking foreclosure as well as a
potential modification. As of June 2012, the property was 97%
leased. An appraisal dated October 2011 valued the property at
$52.0 million.

The second largest specially serviced loan is the
Birtcher/Charlesbank Office Portfolio ($44.8 million--2.5% of the
pool). The loan is secured by a portfolio of three office
properties located in Santa Ana, California. The loan transferred
to special servicing in January 2011 as the result of imminent
default. The loan matured in August 2011 and foreclosure was filed
on September 13, 2011. The portfolio has a combined occupancy of
84%. An appraisal dated February 2012 valued the property at $39.3
million. The remaining specially serviced loans are represented by
a mix of property types. Moody's has estimated an aggregate $119.9
million loss (44% expected loss on average) for 14 of the
specially serviced loans.

Based on the most recent remittance statement, Classes B through P
have experienced cumulative interest shortfalls totaling $14.1
million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans. A spike in interest shortfalls occurred
in June, July and August of 2012, due to the payoff of the $203.9
million Shops at Venetian Loan in June and the payoff of the
$215.8 million North Star Mall loan in August. The loans were
included in the GGP bankruptcy, which upon pay off, incurred a 1%
work out fee. One additional GGP loans remains in the pool.
Moody's is estimating this future workout fee will generate
additional interest shortfalls up the capital stack upon maturity.
Interest shortfalls are caused by special servicing fees,
including workout and liquidation fees, appraisal subordinate
entitlement reductions (ASERs), extraordinary trust expenses and
non-advancing by the master servicer based on a determination of
non-recoverability.

Moody's has assumed a high default probability for eight poorly
performing loans representing 4% of the pool and has estimated an
aggregate $10.1 million loss (16% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and 2011 operating
results for 96% and 92% of the performing pool respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 92% compared to 91% at last full review. Moody's
net cash flow reflects a weighted average haircut of 12.1% to the
most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.5%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.45X and 1.18X, respectively, compared to
1.50X and 1.17X at last full review. Moody's actual DSCR is based
on Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three performing conduit loans represent 25% of the pool.
The largest conduit loan is the 1440 Broadway Loan ($211.9 million
-- 11.6% of the pool), which is secured by a 754,915 SF office
building located in New York City. The property was 94% leased as
of June 2012 compared to 99% at last review. The loan is also
encumbered by a $15 million B note, which is held outside the
trust. The performance has slightly declined since last review due
to a decline in occupancy. Moody's LTV and stressed DSCR are 88%
and 1.11X, respectively, compared to 81% and 1.21X as at last
review.

The second largest loan is the Mall St. Mathews Loan ($134.5
million -- 7.4% of the pool), which is secured by a 1 million SF
regional mall in Louisville, Kentucky. As of March 2011, the total
mall occupancy was 98% and in line space was 93% leased. The
property is anchored by Dillards and JC Penny, which are not part
of the collateral. The loan sponsor is GGP. As a result of GGP's
emergence from bankruptcy, the loan was modified and was returned
to the master servicer. The loan matures in January 2014. Moody's
LTV and stressed DSCR are 87% and 1.12X, respectively, compared to
97% and 1.00X, as at last review.

The third largest loan is the Shops at Wailea Loan ($108.1 million
-- 5.9% of the pool), which is secured by a 164,000 SF retail
property located in Wailea, Hawaii on the island of Maui. The
tenant mix includes Tiffany, Cartier, Louis Vuitton, Guess and
Gap. As of June 2012, the property was 96% leased. Moody's LTV and
stressed DSCR are 103% and 0.94X, respectively, compared to 101%
and 0.96X at last review.


GUAM POWER: Fitch Affirms 'BB+' Rating on $56.1-Mil. Bonds
----------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to the following Guam
Power Authority (GPA) revenue bonds:

  -- Approximately $350 million of senior revenue bonds 2012
     series A.

The bonds are expected to be sold via negotiation the week of Oct.
1. Proceeds from the sale will be used to terminate an existing
forward purchase agreement, restructure certain bond maturities
and refund outstanding senior lien obligations for costs savings.

In addition, Fitch affirms the following ratings on outstanding
debt of the authority:

  -- $523.3 million senior revenue bonds at 'BBB-';
  -- $56.1 million subordinate revenue bonds at 'BB+'.

The Rating Outlook is Stable.

Security

The current offering and outstanding senior revenue bonds are
payable and secured by net revenues of the system.  Outstanding
subordinate bonds are limited obligations of GPA secured by a lien
on and pledge of the net revenues, subject to the prior pledge of
revenues securing the senior bonds.

Key Rating Drivers

SOLE PROVIDER ISLAND SYSTEM: GPA benefits from its position as the
sole provider of retail electricity to the nearly 160,000
residents of the island of Guam, the western-most territory of the
U.S.  The island economy is supported by the significant presence
of the U.S. Navy, the system's largest customer (18.2% of total
revenue).

SUBJECT TO RATE REGULATION: GPA's electric rates are regulated by
the local Public Utility Commission (PUC), which limits the
authority's financial flexibility and may delay the timing or
amount of rate increases necessary to meet operating costs. Recent
base rate increases, fuel cost recoveries and changes to GPA's
rate structure are viewed favorably by Fitch.

WEAK FINANCIAL PROFILE: Consistently weak operating margins
continue to yield low debt service coverage (DSC) and minimal cash
reserves.  A working capital fund serves as an additional source
of liquidity but is exposed to fluctuations in fuel prices and a
levelized energy cost recovery mechanism that does not guarantee
timely recovery of fuel related costs.

NO FUEL DIVERSITY: Generation resources on Guam are 100% fuel-oil
based which exposes GPA to market price volatility.  GPA is
finalizing an updated integrated resource plan (IRP) which is
expected to address fuel diversity and the potential of adding
renewable sources to the resource mix.  However, progress toward
diversification is expected to be slow.

CAPITAL PROGRAM LIKELY TO GROW: GPA's current capital program is
manageable, although additional costs associated with developing
alternative fuel sources and potentially having to comply with
environmental regulations could be substantial.

WEAK ECONOMY TIED TO TOURISM: The Guam economy is heavily
influenced by tourism and has been negatively affected by the
global economic slowdown and the March 2011 earthquake and tsunami
in Japan.  Civilian visitors declined 2.3% in fiscal 2011, but
fiscal 2012 visitors through June are about 11% higher.

What Could Trigger A Rating Action

RESTRICTIVE RATE REGULATION: Future regulatory decisions that
prevent the authority from adequately recovering costs would
likely result in downward pressure on the rating or Outlook.

LIQUIDITY POSITION: GPA's ability to arrange and maintain access
to sufficient liquidity and achieve greater financial stability
will be critical factors in any decision to consider any rating
action, upward or downward.

Credit Profile

GPA is the sole provider of retail electricity service to the
island of Guam, located in the Pacific Ocean, 3,800 miles
southwest of Hawaii.  GPA's current governance structure, which
has been in place since 2003, has proven to be effective and has
helped to dismiss past political risk associated with rate
increases and other system approvals.

While the Consolidated Commission on Utilities (CCU), a five
member board which governs GPA, has been effective, political risk
remains given the island's weak economy and rate payer's
sensitivity to escalating electric rates as fuel costs increase.

Weak But Stable Liquidity

GPA's rating reflects its historically weak financial metrics and
Fitch-calculated DSC, which includes both bond debt service as
well as capital lease principal and interest payments.
Additionally, liquidity remains minimal.

Unrestricted cash on hand at fiscal year-end, Sept. 30, 2011, was
modestly lower than the prior year at $27.4 million (30 days
cash), although an indenture required working capital fund
totaling $28.5 million in provides additional liquidity on an
interim basis.  Building and maintaining stronger liquidity will
remain challenging given GPA's exposure to volatile fuel prices
and a limited fuel cost adjustment mechanism but is key to
maintaining the ratings at their current level.

Rate Increase Approved

The PUC recently approved GPA's latest rate filing that included a
6% increase in base rates ($9.1 million) and the implementation of
a working capital surcharge adjustment and demand charge effective
May 2012.  Fitch notes that the timing of the PUC approval was
later than anticipated and the approved increases in the base rate
and demand charge were lower than GPA's initial request.
Financial performance weakened in fiscal 2012 as a result.
Nevertheless, Fitch views positively the rate increases and
expects Fiscal 2013 results to improve as a consequence.

Decline of Overdue Government Receivables

Long-term receivables have declined to $4.7 million (or $1.8
million when factoring in current portion due in fiscal 2012) from
over $40 million in 2003.  The customer with the largest balance
is Guam Department of Education (GDE) with an outstanding balance
of $4.1 million as of Sept. 30, 2011.  GDE is on a payment
schedule and is currently on target to retire the balance by July
2013.

GPA has benefited from a more favorable government administration
who has worked with governmental agencies in getting them to pay
their current and prior balances owed to GPA.  The authority's bad
debt ratio remains very low at 0.2% of revenue in fiscal 2011.


GULF STREAM-COMPASS: Moody's Raises Rating on Cl. E Notes to Ba2
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Gulf Stream-Compass CLO 2007, Ltd::

U.S. $45,000,000 Class A-1-B Floating Rate Notes Due 2019,
Upgraded to Aaa (sf); previously on July 21, 2011 upgraded to Aa1
(sf);

U.S. $12,000,000 Class B Floating Rate Notes Due 2019, Upgraded to
Aa1 (sf); previously on July 21, 2011 upgraded to Aa3 (sf);

U.S. $13,125,000 Class C Floating Rate Deferrable Notes Due 2019,
Upgraded to A2 (sf); previously on July 21, 2011 upgraded to A3
(sf);

U.S. $15,000,000 Class D Floating Rate Deferrable Notes Due 2019,
Upgraded to Baa3 (sf); previously on July 21, 2011 upgraded to Ba1
(sf);

U.S. $11,625,000 Class E Floating Rate Deferrable Notes Due 2019
(current outstanding balance of $10,461,708.18), Upgraded to Ba2
(sf); previously on July 21, 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, higher diversity and higher
spread levels compared to the levels assumed at the last rating
action in July 2011. Moody's also notes that the transaction's
reported collateral quality and overcollateralization ratios are
relatively 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 $288.4 million,
defaulted par of $3.7 million, a weighted average default
probability of 18.88% (implying a WARF of 2574), a weighted
average recovery rate upon default of 50.95%, and a diversity
score of 76. 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.

Gulf Stream-Compass CLO 2007, Ltd., issued on August 23, 2007, is
a collateralized loan obligation backed primarily by a portfolio
of senior secured loans.

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

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

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

Moody's Adjusted WARF -- 20% (2059)

Class A-1-A: 0
Class A-1-B: 0
Class B: 0
Class C: +3
Class D: +2
Class E: +1

Moody's Adjusted WARF + 20% (3089)

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

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


JP MORGAN 2003-CIBC9: Moody's Affirms 'Caa3' Rating on N Certs.
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four pooled
classes and three rake classes and affirmed 13 classes of J.P.
Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2003-CIBC6 as follows:

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

Cl. B, Affirmed at Aaa (sf); previously on Jul 9, 2007 Upgraded to
Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on Nov 3, 2011 Upgraded to
Aaa (sf)

Cl. D, Upgraded to Aaa (sf); previously on Nov 3, 2011 Upgraded to
Aa2 (sf)

Cl. E, Upgraded to Aa2 (sf); previously on Nov 3, 2011 Upgraded to
A1 (sf)

Cl. F, Upgraded to A2 (sf); previously on Jul 23, 2007 Upgraded to
Baa1 (sf)

Cl. G, Upgraded to Baa1 (sf); previously on Aug 13, 2003
Definitive Rating Assigned Baa3 (sf)

Cl. H, Affirmed at Ba1 (sf); previously on Aug 13, 2003 Definitive
Rating Assigned Ba1 (sf)

Cl. J, Affirmed at Ba2 (sf); previously on Aug 13, 2003 Definitive
Rating Assigned Ba2 (sf)

Cl. K, Affirmed at B2 (sf); previously on Jan 13, 2011 Downgraded
to B2 (sf)

Cl. L, Affirmed at Caa1 (sf); previously on Jan 13, 2011
Downgraded to Caa1 (sf)

Cl. M, Affirmed at Caa2 (sf); previously on Jan 13, 2011
Downgraded to Caa2 (sf)

Cl. N, Affirmed at Caa3 (sf); previously on Jan 13, 2011
Downgraded to Caa3 (sf)

Cl. AC-1, Affirmed at Aaa (sf); previously on Jul 23, 2007
Upgraded to Aaa (sf)

Cl. AC-2, Affirmed at Aaa (sf); previously on Jul 23, 2007
Upgraded to Aaa (sf)

Cl. AC-3, Affirmed at Aaa (sf); previously on Jul 23, 2007
Upgraded to Aaa (sf)

Cl. BM-1, Upgraded to Aaa (sf); previously on Jul 23, 2007
Upgraded to Aa2 (sf)

Cl. BM-2, Upgraded to Aaa (sf); previously on Jul 23, 2007
Upgraded to A1 (sf)

Cl. BM-3, Upgraded to Aaa (sf); previously on Jul 23, 2007
Upgraded to A2 (sf)

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

Ratings Rationale

The upgrades of four principal classes are due to an increase in
credit support from loan payoffs and amortization and overall
stable pool performance. The deal has paid down 7% since last
review. The upgrades of the three non-pooled or rake bonds,
Classes BM-1, BM-2 and BM-3, are due to defesance. Battlefield
Mall is the underlying property for the BM rake bonds and it was
fully defeased effective August 29, 2012.

The affirmations of the nine principal classes are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed DSCR and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings. Rake bonds AC-1, AC-
2, and AC-3 are affirmed at Aaa(sf) because the loan is defeased
and collateralized with U.S. Government Securities. The rating of
the interest-only (IO) class, Class X-1, is consistent with the
expected credit performance of its referenced classes and thus is
affirmed.

Moody's rating action reflects a cumulative base expected loss of
2.2% of the current pooled balance compared to 2.0% at last
review. Moody's provides a current list of base expected losses
for conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. 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 U.S. CMBS Conduit Transactions" published in September
2001, and "Moody's Approach to Rating Structured Finance Interest-
Only Securities" published in February 2012.

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

Moody's review also utilized the IO calculator ver1.1, which uses
the following inputs to calculate the proposed IO rating based on
the published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 29 compared to 32 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated November 3, 2011.

Deal Performance

As of the September 12, 2012 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 22% to $815
million from $1.04 billion at securitization. The total deal
balance is $834 million due to $20 million of rake bonds . The
Certificates are collateralized by 117 mortgage loans ranging in
size from less than 1% to 9% of the pool, with the top ten loans
representing 30% of the pool. Twenty-seven loans, representing 39%
of the pool, have been defeased and are collateralized with U.S.
Government Securities.

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

Four loans have been liquidated at a loss from the pool, resulting
in an aggregate realized loss of $7 million (32% average loss
severity). Three loans, representing less than 2% of the pool, are
currently in special servicing. The servicer recognized a $2
million appraisal reduction for one of the three specially
serviced loans. Moody's analysis incorporates $6 million loss (45%
expected loss) for the specially serviced loans.

Moody's has assumed a high default probability for seven poorly
performing loans representing 4% of the pool and has estimated a
$5 million aggregate loss (15% expected loss based on a 30%
probability default) from these troubled loans.

Moody's was provided with full year 2011 and partial year 2012
operating results for 95% and 91% of the conduit, respectively.
The conduit portion of the pool excludes specially serviced,
troubled and defeased loans as well as the loan with a credit
assessment. Moody's weighted average conduit LTV is 73% compared
to 78% at Moody's prior review. Moody's net cash flow reflects a
weighted average haircut of 11% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.3%.

Moody's actual and stressed conduit DSCRs are 1.55X and 1.47X,
respectively, compared to 1.50X and 1.40X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three performing conduit loans represent 8.9% of the pool
balance. The largest loan is the International Paper Office Loan
($30 million - 3.7%), which is secured by a 214,000 SF office
building located in Memphis, TN. The building is one of three
identically designed buildings that make up the International
Place office park. The collateral is 100% leased to International
Paper Company (senior unsecured rating Baa3, stable outlook)
through April 2017. International Paper has utilized the
International Place office park as its headquarters since 1987.
The loan has amortized 14% since securitization. Moody's analysis
is based on a lit/dark analysis due to conercerns about the
property's single tenancy. Moody's LTV and stressed DSCR are 90%
and 1.11X, respectively, compared to 92% and 1.09X at last review.

The second largest loan is the Tices Corner Retail Marketplace
Loan ($21 million - 2.6%), which is secured by a 119,00 SF retail
center located in Woodcliff Lake, NJ. The property was 98% leased
as of June 2012 compared to 100% at last review. The June 2012
rent roll indicated a lease would commence for the one vacant unit
in August 2012. There are no 2013 lease expirations. Tenants
include The Gap, Anthropologie, Pier 1 Imports, Apple, J. Crew and
Pottery Barn. The loan matures in May 2013. Moody's LTV and
stressed DSCR are 57% and 1.7X, respectively, compared to 59% and
1.66X at last review.

The third largest loan is the Shelbyville Road Plaza Loan ($21
million - 2.5%), which is secured by a 250,000 SF community
shopping center located in Louisville, KY. The property has been
on the watchlist since September 2009 due to tenant credit-related
vacancies. Linens-n-Things, Circuit City and Border's have all
vacated the property since December 2008. Together these tenants
originally leased 34% of the collateral's net rentable area. The
borrower was able to lease the vacated Linens-n-Things space to a
Nike Factory Store, but the former Circuit City and Border's space
remain vacant. The property is 70% leased as of June 2012 compared
to 69% as of June 2011. Despite the low occupancy, the property
generates sufficient cash flow to service its debt. Moody's LTV
and stressed DSCR are 66% and 1.51X, respectively, compared to 71%
and 1.41X at last review.


JP MORGAN 2002-C1: S&P Cuts Ratings on 2 Cert. Classes to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of commercial mortgage pass-through certificates from two
U.S. commercial mortgage-backed securities (CMBS) transactions due
to principal losses, as well as current and potential future
interest shortfalls. "We also withdrew our rating on one class
from J.P. Morgan Chase Commercial Mortgage Securities Corp.'s
series 2002-C1 due to full principal repayment," S&P said.

S&P lowered its ratings on two classes to 'D (sf)' because of
principal losses that these classes incurred. It also lowered
rating on one other class to 'D (sf)' because it expects the
accumulated interest shortfalls to remain outstanding for the
foreseeable future. Concurrently, it lowered the two remaining
classes due to current and potential interest shortfalls. These
two classes have had accumulated interest shortfalls outstanding
for four months. The recurring interest shortfalls for the
respective certificates are primarily due to one or more of these
factors:

-- Appraisal subordinate entitlement reduction (ASER) amounts in
    effect for specially serviced assets; and

-- Special servicing fees.

Standard & Poor's analysis primarily considered the ASER amounts
based on appraisal reduction amounts (ARAs) calculated using
recent Member of the Appraisal Institute (MAI) appraisals. "We
also considered special servicing fees that are likely, in our
view, to cause recurring interest shortfalls," S&P said.

"The servicer implements ARAs and resulting ASER amounts in
accordance with each transaction's terms. Typically, these terms
call for the automatic implementation of an ARA equal to 25% of
the stated principal balance of a loan when a loan is 60 days past
due and an appraisal or other valuation is not available within a
specified timeframe. We primarily considered ASER amounts based on
ARAs calculated from MAI appraisals when deciding which classes
from the affected transactions to downgrade to 'D (sf)'. This is
because ARAs based on a principal balance haircut is highly
subject to change, or even reversal, once the special servicer
obtains the MAI appraisals," S&P said.

"We detail the five downgraded classes from the two U.S. CMBS
transactions," S&P said.

  Bear Stearns Commercial Mortgage Securities Trust 2007-PWR18

"The downgrade reflects principal losses that class J incurred, as
detailed in the Sept. 13, 2012, trustee remittance report. We
attribute the aggregate principal losses, which totaled $5.2
million, to one asset: Bluegrass Center. The asset had a beginning
scheduled principal balance of $7.4 million and was partially
liquidated in May with the final liquidation proceeds received on
Aug. 22, 2012, for $2.2 million. Consequently, class J incurred a
3.0% loss of its $18.8 million beginning principal balance.
According to the September 2012 trustee remittance report, the
class K also experienced principal losses that reduced the class'
outstanding balance to zero. We previously lowered our rating on
class K to 'D (sf)'," S&P said.

       J.P. Morgan Chase Commercial Mortgage Securities Corp.
                       - Series 2002-C1

"We lowered our ratings to 'D (sf)' on the class L certificates
because of principal losses resulting from the liquidation of two
assets that were with the special servicer, LNR Partners LLC.
According to the Sept. 12, 2012, remittance report, the trust
experienced $2.3 million in principal losses upon the recent
disposition of the Donelson Corporate Center and Greentree
Apartments. The class L certificate experienced a loss of 2.7% of
its $8.2 million original balance. The class M also experienced
losses that reduced the class' outstanding balance to zero.
Standard & Poor's had previously lowered the class M certificate
to 'D (sf)'," S&P said.

"We also lowered our ratings on classes H, J, and K certificates.
We lowered our rating on class K to 'D (sf)' due to accumulated
interest shortfalls that we expect will remain outstanding for an
extended period of time. We lowered our ratings on classes H and J
because of increased susceptibility to future interest shortfalls
due to the reduced liquidity support available to these
certificates. As of the Sept. 12, 2012, trustee remittance report,
ARAs totaling $11.8 million were in effect for three ($19.4
million, 23.2%) of the transaction's nine ($40.8 million, 48.7%)
specially serviced assets. The current interest shortfalls
primarily resulted from ASER amounts and special servicing fees.
The total reported net ASER amount was $18,280, which included
recovered ASERs of $57,414. The reported cumulative ASER amount
was $358,283. Standard & Poor's considered the three ASER amounts,
which were based on MAI appraisals, as well as current special
servicing fees ($10,392) in determining its rating actions. The
reported monthly interest shortfalls totaled $31,134, which
included a recovery of $71,530, affected all of the classes
subordinate to and including class H," S&P said.

"We also withdrew our rating on the class C certificates from the
same transaction following the full repayment of the class'
principal balance, as noted in the transaction's respective
September 2012 trustee remittance report," S&P said.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

       http://standardandpoorsdisclosure-17g7.com

RATINGS LOWERED

Bear Stearns Commercial Mortgage Securities Trust 2007-PWR18
Commercial mortgage pass-through certificates series

                                          Reported
       Rating    Rating    Credit   Interest shortfalls
Class  To        From     enhcmt(%)  Current  Accumulated
J      D (sf)    CCC- (sf)        0   99,937      672,442

J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2002-C1
                                          Reported
       Rating    Rating    Credit   interest shortfalls
Class  To        From     enhcmt(%)  Current  Accumulated
H      CCC (sf)  B+ (sf)       21.7    3,612       76,343
J      CCC- (sf) B- (sf)      14.38   29,604      118,417
K      D (sf)    CCC (sf)       9.5   19,739       78,957
L      D (sf)    CCC- (sf)        0   39,469      157,876

RATING WITHDRAWN FOLLOWING REPAYMENT OF PRINCIPAL BALANCE

J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2002-C1
                                           Reported
       Rating    Rating    Credit   interest shortfalls
Class  To        From     enhcmt(%)  Current  Accumulated
C      NR        AA+ (sf)      0.00     0.00         0.00


JP MORGAN 2005-LDP1: Moody's Cuts Rating on Class J Certs. to 'C'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes
and affirmed 16 classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2005-LDP1 as follows:

Cl. A-2, Affirmed at Aaa (sf); previously on Mar 21, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Mar 21, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Mar 21, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed at Aaa (sf); previously on Mar 21, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Mar 21, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-J, Affirmed at Aa1 (sf); previously on Nov 11, 2010
Downgraded to Aa1 (sf)

Cl. A-JFL, Affirmed at Aa1 (sf); previously on Nov 11, 2010
Downgraded to Aa1 (sf)

Cl. B, Affirmed at A1 (sf); previously on Nov 11, 2010 Downgraded
to A1 (sf)

Cl. C, Affirmed at A2 (sf); previously on Nov 11, 2010 Downgraded
to A2 (sf)

Cl. D, Affirmed at Baa2 (sf); previously on Nov 11, 2010
Downgraded to Baa2 (sf)

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

Cl. F, Downgraded to B2 (sf); previously on Nov 11, 2010
Downgraded to Ba3 (sf)

Cl. G, Downgraded to Caa2 (sf); previously on Nov 11, 2010
Downgraded to B3 (sf)

Cl. H, Downgraded to Caa3 (sf); previously on Nov 11, 2010
Downgraded to Caa2 (sf)

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

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

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

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

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

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

Ratings Rationale

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

The affirmations of the principal classesare due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.
The rating of the IO Class, Class X-1, is consistent with the
expected credit performance of its referenced classes and thus is
affirmed.

Moody's rating action reflects a cumulative base expected loss of
5% of the current balance. At last review, Moody's cumulative base
expected loss was 4%. Moody's provides a current list of base
expected losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. 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 Fusion U.S. CMBS Transactions" published in April 2005, and
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

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

Moody's review also utilized IO calculator v1.1, which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 23 compared to 28 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated October 13, 2012.

Deal Performance

As of the September 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 39% to $1.7 billion
from $2.8 billion at securitization. The Certificates are
collateralized by 170 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten non-defeased loans
representing 47% of the pool. Fifteen loans, representing 9% of
the pool, have defeased and are secured by U.S. Government
securities. The pool contains one loan with an investment grade
credit assessment, representing 2% of the pool.

Twenty-seven loans, representing 15% of the pool, are on the
master servicer's watchlist. The watchlist includes loans which
meet certain portfolio review guidelines established as part of
the CRE Finance Council (CREFC) monthly reporting package. As part
of its ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Seventeen loans have been liquidated from the pool, resulting in a
realized loss of $57.2 million (49% overall loss severity).
Currently nine loans, representing 8% of the pool, are in special
servicing. The largest specially serviced loan is the Water's Edge
Loan ($71.4 million -- 4% of the pool), which is secured by a
243,000 square foot class A office property located in Playa Vista
California. At securitization the property was 100% leased to
Electronic Arts, and served as it's "creative" headquarters.
Electronic has since downsized its space and now leases 48% of the
building through 2021. The property was 58% leased as of September
2011. The loan was transferred to the special servicer in May 2012
due to a payment default.

The remaining eight specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $54 million
loss for the specially serviced loans (38% expected loss on
average).

Moody's has assumed a high default probability for 13 poorly
performing loans representing 4% of the pool and has estimated an
aggregate $14 million loss (20% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 operating results for 85%
of the pool. Excluding special serviced and troubled loans,
Moody's weighted average LTV is 87% compared to 93% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 11% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.0%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.45X and 1.12X, respectively, compared to
1.45X and 1.07X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit assessment is the Harbor Court Loan
($27.5 million - 1.4%), which is secured by the leased fee
interest in the land beneath a 31-story mixed-use project located
in Honolulu, Hawaii. The improvements consist of a 202,000 square
foot office building, 120 residential condominium units and a
1,046-space parking structure. Moody's current credit assessment
and stressed DSCR are Baa3 and 1.30X, respectively, the same as at
last review.

The top three performing loans represent 29% of the pool balance.
The largest performing loan is the Woodbridge Center Loan ($192
million -- 10.9% of the pool), which is secured by the borrower's
interest in a 1.6 million square foot (557,000 square feet of loan
collateral) regional mall located in Woodbridge, New Jersey. The
mall is anchored by Sears, Macy's, Lord & Taylor, J.C. Penney and
Dick's Sporting Goods. As of December 2011, the in-line tenant
space was 84% leased, the same as at last review. The loan sponsor
is General Growth Properties. Moody's LTV and stressed DSCR are
77% and 1.12X, respectively, compared to 76% and 1.13X at last
review.

The second largest performing loan is the One River Place
Apartments Loan ($183.5 million -- 10.4% of the pool), which is
secured by a 921-unit Class A multifamily property located in New
York City. The property also includes 42,000 square feet of ground
floor retail space that is currently fully leased. The apartment
component of the property is 97% leased as of December 2011
compared to 91% at last review and 95% at securitization.
Performance improved in 2011 over the prior year due to an
increase in rental revenue. Moody's LTV and stressed DSCR are 87%
and 0.99X, respectively, compared to 94% and 0.92X at last review.

The third largest performing loan is the Pier 39 Loan ($140.2
million -- 7.9% of the pool), which is secured by the leasehold
interest in a 242,300 square foot specialty retail center located
in the Fisherman's Wharf area in San Francisco. The collateral is
encumbered by a ground lease that expires in 2042 and has no
renewal option. As of December 2011, the property was 95% leased
compared to 91% at last review and 96% at securitization. Moody's
LTV and stressed DSCR are 101% and 0.97X, respectively, compared
to 105% and 0.93X at last review.


JP MORGAN 2006-LDP7: Moody's Affirms C Ratings on 4 Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 20 classes of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-LDP7 as follows:

Cl. A-3A, Affirmed at Aaa (sf); previously on Jul 12, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-3FL, Affirmed at Aaa (sf); previously on Jul 12, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-3B, Affirmed at Aaa (sf); previously on Jul 12, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jul 12, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed at Aaa (sf); previously on Jul 12, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Jul 12, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Affirmed at Aaa (sf); previously on Sep 22, 2011
Confirmed at Aaa (sf)

Cl. A-J, Affirmed at Baa3 (sf); previously on Sep 22, 2011
Downgraded to Baa3 (sf)

Cl. B, Affirmed at Ba2 (sf); previously on Sep 22, 2011 Downgraded
to Ba2 (sf)

Cl. C, Affirmed at B1 (sf); previously on Sep 22, 2011 Downgraded
to B1 (sf)

Cl. D, Affirmed at B2 (sf); previously on Sep 22, 2011 Downgraded
to B2 (sf)

Cl. E, Affirmed at Caa1 (sf); previously on Sep 22, 2011
Downgraded to Caa1 (sf)

Cl. F, Affirmed at Caa2 (sf); previously on Sep 22, 2011
Downgraded to Caa2 (sf)

Cl. G, Affirmed at Caa3 (sf); previously on Sep 22, 2011 Confirmed
at Caa3 (sf)

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

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

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

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

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

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

Ratings Rationale

The affirmations of the principal classes are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.
The ratings of the IO Class, X-1, is consistent with the expected
credit performance of its referenced classes and is thus affirmed.

Moody's rating action reflects a cumulative base expected loss of
7.7% of the current balance compared to 8.2% at last review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

Moody's review also incorporated the CMBS IO calculator ver1.1
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.1
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 42 compared to 45 at Moody's prior review.

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

Deal Performance

As of the September 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 14% to $3.4 billion
from $3.94 billion at securitization. The Certificates are
collateralized by 226 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 41%
of the pool. Four loans have defeased, representing approximately
1% of the pool, and are collateralized by U.S. Government
securities.

Fifty-eight loans are on the master servicer's watchlist,
representing 26% of the pool. The watchlist includes loans which
meet certain portfolio review guidelines established as part of
the CRE Finance Council (CREFC) monthly reporting package. As part
of its ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Twenty-seven loans have been liquidated since securitization, of
which 26 loans have generated a loss of $83.4 million (50% average
loss severity). Currently, there are 21 loans in special
servicing, representing 8% of the pool. The largest specially
serviced loan is the Shoreview Corporate Center Loan ($52.9
million -- 1.6% of the pool), which is secured by a 553,000 square
foot (SF) office building located in the St. Paul submarket in
Shoreview, Minnesota. The loan was transferred to special
servicing in October 2009 for imminent default and is now real
estate owned (REO). The remaining specially serviced loans are
secured by a mix of property types. The master servicer has
recognized an aggregate $97.3 million appraisal reduction for 15
of the specially serviced loans. Moody's has estimated a $122.3
million aggregate loss (50% expected loss based on an 100%
probability of default) for 18 specially serviced loans.

Moody's has assumed a high default probability for 17 poorly
performing loans representing 4% of the pool and has estimated a
$30.0 million loss (20% expected loss based on a 50% probability
default) from these troubled loans.

Excluding defeased and specially serviced loans, Moody's was
provided with full year 2011 and partial year 2012 operating
results for 99% and 68% of the pool. Excluding specially serviced
and troubled loans, Moody's weighted average conduit LTV is 108%,
essentially the same as at Moody's prior. Moody's net cash flow
(NCF) reflects a weighted average haircut of 8.0% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.1%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed conduit DSCRs are 1.25X and 0.97X, respectively,
compared to 1.29X and 0.98X at last review. Moody's actual DSCR is
based on Moody's net cash flow and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three performing conduit loans represent 19% of the pool.
The largest loan is the Westfield Centro Portfolio ($240.0 million
-- 7.1% of the pool), which is secured by five regional malls
located in California, Colorado, Connecticut, Missouri and Ohio.
The properties range in size from 327,000 to 589,000 SF. The
Midway and the West park properties continue to underperform the
rest of the portfolio due to tenant bankruptcies and subsequent
occupancy declines. However, the three other malls are 94% leased
or more. As of March 2012, the portfolio was 81% leased compared
to 86% at last review. It is reported that the Borrower is in
discussions with several large national retail tenants and is
close to finalizing lease negotiations. Moody's LTV and stressed
DSCR are 147% and 0.7X, essentially the same as at last review.

The second largest loan is the One and Two Prudential Plaza Loan
($205.0 million -- 6.0% of the pool), which is secured by two
cross-collateralized and cross-defaulted Class A office buildings
located in the East Loop sub-market of Chicago, Illinois.
Constructed in 1990, the properties contain 2.2 million SF and are
Gold LEED Certified. The sponsor is Bentley Forbes, a privately
owned commercial real estate investment company. The loan
represents a 50% pari-passu interest in a $410.0 million first
mortgage. As of June 2012, the property was 85% leased compared to
86% at last review and 85% at securitization. According to the
servicer, the law firm of Baker & McKenzie LLP, which is the
largest tenant and leases 12% of the net rentable area (NRA), will
not renew its lease upon expiration in November 2012. Other major
tenants include Integrys Business Support (10% of the NRA; lease
expiration 5/31/2014) and the McGraw-Hill Companies (7% of the
NRA; lease expiration 11/1/2016). The lease is structured with a
$43.0 million leasing reserve that was established at
securitization for tenant improvements and leasing commissions.
Per CBRE Economic Advisors and PPR Research, gross asking rents in
the East Loop sub-market range between $24.43 and $26.91 per
square foot with vacancy rates between 15% and 17%. Moody's cash
flow analysis incorporates a stabilized occupancy of 83% and
market rents. Moody's LTV and stressed DSCR are 124% and 0.74X,
respectively, compared to 121% and 0.76X last review.

The third largest loan is the Bella Terra Retail Loan ($185.5
million -- 5.5% of the pool), which is secured by a 664,000 SF
retail property located in Huntington Beach, California. The
outstanding balance is comprised of two pari-passu notes included
in the trust; a $157.9 million A-note and a $27.7 million B-note.
At securitization the property was encumbered with an additional
$17.0 million of mezzanine financing, which was paid off in June
2011. Since 2005, the mall underwent a significant renovation into
an open-air retail center from an enclosed mall. The total
property is now comprised of approximately 840,000 SF. As of June
2012, the property was 97% leased compared to 85% at last review.
The increase in occupancy was due to Costco, not part of the
collateral, signing a 30-year lease for 154,000 SF in May 2012.
The collateral-owned mall has an current occupancy of 96%. The
loan's initial interest-only period expired in September 2011and
is now amortizing on 360-month schedule. Based on Trailing12 month
financials ending in June 2012, the net operating income was $14.3
million compared to $13.7 million in 2011 and $13.1 million in
2010. Moody's LTV and stressed DSCR are 116% and 0.77X,
respectively, compared to 136% and 0.66X at last review.


JP MORGAN 2007-CIBC20: Moody's Cuts Rating on Cl. H Certs. to 'C'
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 11 classes and
downgraded eight classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2007-CIBC20 as follows:

Cl. A-2, Affirmed at Aaa (sf); previously on Oct 3, 2007
Definitive Rating Assigned Aaa (sf)

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

Cl. A-4, Affirmed at Aaa (sf); previously on Nov 11, 2010
Confirmed at Aaa (sf)

Cl. A-SB, Affirmed at Aaa (sf); previously on Nov 11, 2010
Confirmed at Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Nov 11, 2010
Confirmed at Aaa (sf)

Cl. A-M, Affirmed at A1 (sf); previously on Nov 11, 2010
Downgraded to A1 (sf)

Cl. A-MFX, Affirmed at A1 (sf); previously on Nov 11, 2010
Downgraded to A1 (sf)

Cl. A-J, Downgraded to Ba3 (sf); previously on Nov 11, 2010
Downgraded to Ba2 (sf)

Cl. B, Downgraded to B2 (sf); previously on Nov 11, 2010
Downgraded to B1 (sf)

Cl. C, Downgraded to B3 (sf); previously on Nov 11, 2010
Downgraded to B2 (sf)

Cl. D, Downgraded to Caa1 (sf); previously on Nov 11, 2010
Downgraded to B3 (sf)

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

Cl. F, Downgraded to Caa3 (sf); previously on Nov 11, 2010
Downgraded to Caa2 (sf)

Cl. G, Downgraded to Ca (sf); previously on Nov 11, 2010
Downgraded to Caa3 (sf)

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

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

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

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

Cl. X-2, Affirmed at Aaa (sf); previously on Oct 3, 2007
Definitive Rating Assigned Aaa (sf)

Ratings Rationale

The affirmations of the principal classes are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.
The IO Classes, Class X-1 and X-2, are affirmed since they are
consistent with the expected credit performance of their
referenced classes. The downgrades are due to higher realized and
anticipated losses from specially serviced and troubled loans.

Moody's rating action reflects a cumulative base expected loss of
11.5% of the current balance compared to 9.2% at last review. Base
expected loss plus realized losses to date totals 12.7% of the
original pool balance compared to 10.6% at last review. Moody's
provides a current list of base expected losses for conduit and
fusion CMBS transactions on moodys.com at
http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. 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 U.S. CMBS Conduit Transactions" published in September
2000, and "Moody's Approach to Rating Structured Finance Interest-
Only Securities" published in February 2012.

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

Moody's review also incorporated the CMBS IO calculator ver1.1
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point. For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.1
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 24, down from 26 at last review.

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

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

Deal Performance

As of the September 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased 8% to $2.3 billion
from $2.5 billion at securitization. The Certificates are
collateralized by 115 mortgage loans ranging in size from less
than 1% to 13% of the pool, with the top ten loans representing
49% of the pool. No loans have defeased and there is one loan with
an investment grade credit assessment.

There are 44 loans, representing 39% of the pool, on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Sixteen loans have been liquidated from the pool since
securitization resulting in an aggregate realized loss totaling
$53.1 million (average loss severity of 37%). There are 16 loans,
representing 14% of the pool, in special servicing. The largest
specially serviced loan is the Colony Portfolio VII Loan ($50.9
million -- 2.2% of the pool), which is secured by two office
buildings and two industrial properties located in Georgia,
California, Missouri and Colorado that total 1.0 million square
feet (SF). The loan was transferred to special servicing in August
2012 due to imminent maturity default. Moody's has estimated an
aggregate $142.7 million loss (42% average expected loss) for all
specially serviced loans.

Moody's has assumed a high default probability for 35 poorly
performing loans representing 25% of the pool and has estimated an
$86.3 million aggregate loss (30% expected loss based on a 50%
probability of default) from these troubled loans.

Moody's was provided with full year 2011 operating results for 91%
of the performing pool and partial year 2012 operating results for
38% of the performing pool. Excluding specially serviced and
troubled loans, Moody's weighted average conduit LTV is 110%
compared to 116% at last full review. Moody's net cash flow
reflects a weighted average haircut of 10.6% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 9.2%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed conduit DSCRs are 1.28X and 0.93X, respectively,
compared to 1.25X and 0.92X, respectively, at last full review.
Moody's actual DSCR is based on Moody's net cash flow (NCF) and
the loan's actual debt service. Moody's stressed DSCR is based on
Moody's NCF and a 9.25% stressed rate applied to the loan balance.

The loan with a credit assessment is the 1564 Broadway Loan ($18.8
million -- 0.8%), which is secured by a 52,657 SF mixed use
property located in Times Square in New York, New York. Moody's
current credit assessment and stressed DSCR are Baa2 and 1.56X,
respectively, compared to Baa2 and 1.52X at last review.

The top three performing conduit loans represent 28% of the pool
balance. The largest loan is a Retail Portfolio Loan (formerly
Centro - New Plan Pool 1; $300 million -- 12.8%), which is secured
by a portfolio of 18 retail properties that are cross-
collateralized and cross-defaulted and total 3.1 million SF. The
properties are located in 12 states, with the largest
concentrations in Georgia (20%), Florida (14%) and Texas (13%).
The portfolio was 90% leased as of June 2012 compared to 92% as of
December 2010. The loan has begun amortizing on a 360-month
schedule maturing in September 2017. The portfolio was purchased
by BRE Holdings, which is an affiliate of Blackstone Realty.
Financial performance declined between 2010 and 2011. Moody's LTV
and stressed DSCR are 119% and 0.82X, respectively, compared to
117% and 0.83X at last review.

The second largest loan is the Gurnee Mills Loan ($246.0 million -
- 10.5%), which is a pari-passu interest in a $321.0 million first
mortgage loan. The loan is secured by the borrower's interest in a
1.8 million SF regional mall located in Gurnee, Illinois. The
mall's major tenants include Sears, Bass Pro Shops Outdoor World
and Kohl's. The property was 93% leased as of March 2012 compared
to 84% as of March 2011. Financial performance increased in
concert with increased occupancy. The loan is interest-only for
its entire ten-year term maturing in July 2017. Moody's LTV and
stressed DSCR are 123% and 0.77X, respectively, compared to 125%
and 0.74X at last review.

The third largest loan is the Sawgrass Mills Mall Loan ($139.4
million -- 5.9% of the pool), which is a pari-passu interest in a
$850 million first mortgage loan. The loan is secured by the
borrower's interest in a 2.0 million SF mall located in Sunrise,
Florida. The mall's major tenants include Burlington Coat Factory,
J.C. Penney and Regal Cinema. The property was 96% leased as of
March 2012 compared to 93% at year-end 2011. The loan is interest-
only for its entire seven-year term maturing in July 2014. Moody's
LTV and stressed DSCR are 90% and 0.99X, respectively, compared to
121% and 0.9X at last review.

JP MORGAN 2007-FL1: Moody's Cuts Rating on Class J Certs. to 'C'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed the ratings of ten pooled classes and seven non-
pooled, or rake, classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp. Commercial Mortgage Pass-Through Certificates,
Series 2007-FL1.

Cl. A-1, Affirmed at Aa1 (sf); previously on Jan 19, 2012
Confirmed at Aa1 (sf)

Cl. X-2, Downgraded to B3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Cl. A-2, Affirmed at Baa1 (sf); previously on Jan 19, 2012
Confirmed at Baa1 (sf)

Cl. B, Affirmed at Baa2 (sf); previously on Jan 19, 2012 Confirmed
at Baa2 (sf)

Cl. C, Affirmed at Baa3 (sf); previously on Jan 19, 2012 Confirmed
at Baa3 (sf)

Cl. D, Affirmed at Ba3 (sf); previously on Jan 19, 2012 Downgraded
to Ba3 (sf)

Cl. E, Affirmed at B3 (sf); previously on Jan 19, 2012 Downgraded
to B3 (sf)

Cl. F, Affirmed at Caa1 (sf); previously on Jan 19, 2012
Downgraded to Caa1 (sf)

Cl. G, Affirmed at Caa2 (sf); previously on Jan 19, 2012
Downgraded to Caa2 (sf)

Cl. H, Affirmed at Caa3 (sf); previously on Jan 19, 2012 Confirmed
at Caa3 (sf)

Cl. J, Downgraded to C (sf); previously on Jan 19, 2012 Confirmed
at Ca (sf)

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

Cl. RS-1, Affirmed at C (sf); previously on Dec 17, 2010
Downgraded to C (sf)

Cl. RS-2, Affirmed at C (sf); previously on Dec 17, 2010
Downgraded to C (sf)

Cl. RS-3, Affirmed at C (sf); previously on Dec 17, 2010
Downgraded to C (sf)

Cl. RS-4, Affirmed at C (sf); previously on Dec 17, 2010
Downgraded to C (sf)

Cl. RS-5, Affirmed at C (sf); previously on Dec 17, 2010
Downgraded to C (sf)

Cl. RS-6, Affirmed at C (sf); previously on Dec 17, 2010
Downgraded to C (sf)

Cl. RS-7, Affirmed at C (sf); previously on Dec 17, 2010
Downgraded to C (sf)

Ratings Rationale

The downgrades are due to greater expected land realized losses on
loans in the pool. The affirmations are due to key parameters,
including Moody's loan to value (LTV) ratio and Moody's stressed
debt service coverage ratio (DSCR), remaining within acceptable
ranges.

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

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.5. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations. The model
incorporates the CMBS IO calculator ver1.1 that uses the following
inputs to calculate the proposed IO rating based on the published
methodology: original and current bond ratings and credit
assessments; original and current bond balances grossed up for
losses for all bonds the IO(s) reference(s) within the
transaction; and IO type corresponding to an IO type as defined in
the published methodology. The calculator then returns a
calculated IO rating based on both a target and mid-point . For
example, a target rating basis for a Baa3 (sf) rating is a 610
rating factor. The midpoint rating basis for a Baa3 (sf) rating is
775 (i.e. the simple average of a Baa3 (sf) rating factor of 610
and a Ba1 (sf) rating factor of 940). If the calculated IO rating
factor is 700, the CMBS IO calculator ver1.0 would provide both a
Baa3 (sf) and Ba1 (sf) IO indication for consideration by the
rating committee.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior transaction review is summarized in a
presale report dated January 19, 2012.

Deal Performance

As of the September 17, 2012 distribution date, the transaction's
pooled certificate balance decreased by approximately 61% to $641
million from $1.65 billion at securitization due to the payoff of
twelve loans and the liquidation of two loans. The Certificates
are collateralized by eight floating-rate loans ranging in size
from 2% to 27% of the pooled trust mortgage balance. The largest
three loans account for 71% of the pooled balance. Moody's has
been informed that the Sofitel Miami ($15 million, 2.3% of the
pooled balance) loan is expected to payoff prior to the October
2012 remittance statement.

The deal has a modified pro-rata structure. Interest on the pooled
trust certificates are distributed first to A-1 and X-2 pro rata,
and then to Classes A-2, B, C, D, E, F, G, H, J, K, and L,
sequentially. Prior to a monetary or material non-monetary event
of default, scheduled and unscheduled principal payments are
allocated to the Pooled Classes and junior participation interests
on a pro rata basis. Initially, 80% of the principal received is
paid to the Class A-1 and A-2 certificates sequentially and 20%
was allocated pro rata to the other certificates. Principal
distributions are made sequentially from the most senior to the
most junior class after the outstanding principal balance of the
Pooled Trust Assets (exclusive of Trust Assets related to
Specially Service Mortgage Loans) is less than 20% of the initial
principal balance of the Trust Assets. All losses and shortfalls
will be allocated first to the relevant junior interest, then to
the Raked Classes, and then to Classes L, K, J, H, G, F, E, D, C,
B, and A-2 in that order, and then to Class A-1.

The pool has experienced $48,920,428 of losses to date due to the
liquidation of two loans. Currently, seven loans are in special
servicing (98% of pooled balance) which include the PHOV loan
(27%), the Marriott Waikiki loan (26%), the Resorts International
loan (19%), the Sofitel Chicago Watertower loan (12%), the Malibu
Canyon Corporate Center loan (6%), the Westin Chicago North Shore
loan (6%), and the Sofitel Minneapolis loan (3%).

Moody's weighed average pooled loan to value (LTV) ratio is 117%
compared to 92% at last review and 62% at securitization. Moody's
pooled stressed DSCR is 1.31X, compared to 1.37X at last review
and 1.86X at securitization.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. Large
loan transactions generally have a Herf of less than 20. The pool
has a Herf of 5 compared to 8 at last review.

The largest loan, the PHOV Portfolio loan ($170.4 million; 27% of
the pooled balance), is secured by 11 full-service hotels with
3,025 guest rooms located in California (3 properties), New Jersey
(2 properties), Louisiana (2 properties), Florida (2 properties),
Illinois (1 property) and South Carolina (1 property). The
portfolio's net cash flow has not achieved Moody's original
expectations at securitization. The trailing twelve month net cash
flow ending June 2012 was $15.1 million which is 31% higher than
the year end 2011 net cash flow of $11.5 million. The loan has an
additional B note of $249 million outside of the trust. The loan
entered special servicing in January 2012 due to the May 2012
final maturity. A modification is being considered. A 2012
appraisal valued the properties at $337.4 million. Moody's current
pooled LTV is 87%. Moody's credit assessment is B3, the same as
last review.

The second largest pooled exposure, the Marriott Waikiki loan
($166.9 million, 26% of the pooled balance), is secured by a
leasehold interest in a 1,310 room full-service hotel known as The
Marriott Waikiki Beach Resort and Spa located in Honolulu, Hawaii.
RevPAR for the trailing twelve month period ending January 2012
was $157, up 11% from RevPAR for the same period ending January
2011. The portfolio's net cash flow has not achieved Moody's
original expectations at securitization. The 2011 net cash flow
was $17.7 million which is up 25% from the year end 2010 net cash
flow. The loan has an additional B note of $155.6 million outside
of the trust as well as $25 million of mezzanine financing. A 2012
appraisal valued the properties at $365 million. The loan entered
special servicing in March 2012 due to the May 2012 final
maturity. The special servicer is working with the borrower on a
potential modification. Moody's current pooled LTV is 61% and
stressed DSCR is 1.87X. Moody's credit assessment is Ba1, the same
as last review.

The third largest loan is the Resorts International loan ($120.2
million pooled balance and $87.7 million non-pooled balance, 19%
of the pooled balance) which is secured by two hotel/casinos with
a total of 439 rooms: the Bally's Tunica (Robinsonville,
Mississippi) and Resorts Tunica (Tunica, Mississippi). Two
hotel/casinos have been released since securitization. In July
2009, the portfolio was transferred to special servicing due to
payment default. The 2012 appraised value for the collateral is
$149 million. Both the Bally's Tunica and the Resorts Tunica are
REO and are expected to be marketed for sale. Servicer advances
total $641,955 as of the September 2012 remittance statement.
Moody's anticipates a loss on this loan. Non-pooled Classes RS-1,
RS-2, RS-3, RS-4, RS-5, RS-6, and RS-7 are secured by the junior
portion of the Resorts International Portfolio Loan.



JP MORGAN 2011-FL1: Moody's Affirms 'Ba2' on Cl. MH Certificates
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two CMBS classes
and affirmed the ratings of twelve CMBS Classes, including one
non-pooled, or rake, class of JPMCC 2011-FL1 Floating Rate
Commercial Pass-Through Certificates as follows:

Cl. A, Affirmed at Aaa (sf); previously on Nov 30, 2011 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa2 (sf); previously on Nov 30, 2011 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at A2 (sf); previously on Nov 30, 2011 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed at Baa3 (sf); previously on Nov 30, 2011
Definitive Rating Assigned Baa3 (sf)

Cl. X-WAC, Affirmed at A2 (sf); previously on Feb 22, 2012
Downgraded to A2 (sf)

Cl. X-OFP, Affirmed at Baa2 (sf); previously on Feb 22, 2012
Downgraded to Baa2 (sf)

Cl. X-MHP, Affirmed at Baa3 (sf); previously on Feb 22, 2012
Downgraded to Baa3 (sf)

Cl. X-SPA, Affirmed at Baa2 (sf); previously on Feb 22, 2012
Downgraded to Baa2 (sf)

Cl. X-SPB, Affirmed at Baa2 (sf); previously on Feb 22, 2012
Downgraded to Baa2 (sf)

Cl. X-INA, Upgraded to A2 (sf); previously on Feb 22, 2012
Downgraded to A3 (sf)

Cl. X-INB, Upgraded to A2 (sf); previously on Feb 22, 2012
Downgraded to A3 (sf)

Cl. X-BCR, Affirmed at A3 (sf); previously on Feb 22, 2012
Downgraded to A3 (sf)

Cl. X-EXT, Affirmed at A2 (sf); previously on Feb 22, 2012
Downgraded to A2 (sf)

Cl. MH, Affirmed at Ba2 (sf); previously on Nov 30, 2011
Definitive Rating Assigned Ba2 (sf)

Ratings Rationale

The upgrades are due to the improved performance of the Investcorp
Hotel Portfolio loan and the affirmations are due to key
parameters, including Moody's loan to value (LTV) ratio and
Moody's stressed debt service coverage ratio (DSCR) remaining
within acceptable ranges.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. 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 CMBS Large Loan/Single Borrower Transactions" published in
July 2000, and "Moody's Approach to Rating Structured Finance
Interest-Only Securities" published in February 2012.

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.4. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations. The model
includes the CMBS IO calculator ver1.1, which uses the following
inputs to calculate the proposed IO rating based on the published
methodology: original and current bond ratings and assessments;
original and current bond balances grossed up for losses for all
bonds the IO(s) reference(s) within the transaction; and IO type
corresponding to an IO type as defined in the published
methodology. The calculator then returns a calculated IO rating
based on both a target and mid-point. For example, a target rating
basis for a Baa3 (sf) rating is a 610 rating factor. The midpoint
rating basis for a Baa3 (sf) rating is 775 (i.e. the simple
average of a Baa3 (sf) rating factor of 610 and a Ba1 (sf) rating
factor of 940). If the calculated IO rating factor is 700, the
CMBS IO calculator ver1.0 would provide both a Baa3 (sf) and Ba1
(sf) IO indication for consideration by the rating committee.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior transaction review is summarized in a
Pre Sale Report dated November 8, 2011.

Deal Performance

As of the September 17, 2012 Payment Date, the transaction's
certificate balance is $784.0 million, the same as at
securitization. The certificates are collateralized by five
floating rate interest-only loans secured by 26 properties. Four
of the five loans, representing about 88% of the pooled balance,
are secured by multiple properties. Office properties account for
44% of the pooled trust balance followed by hotel properties (40%)
and anchored retail properties (16%).

Moody's weighed average pooled loan to value (LTV) ratio is 62%,
the same as at securitization. Moody's pooled stressed DSCR is
1.68X, similar to securitization.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. Large
loan transactions generally have a Herf of less than 20. The pool
has a Herf of 4, the same as at securitization.

There are no losses to the trust. There are no specially serviced
loans.

The largest loan is the CBREI Office Portfolio loan ($237.0
million -- 32% of the pooled balance) which is cross-
collateralized by six Class-A office properties containing a total
of 3.5 million square feet. The properties are located in Chicago,
IL, Dallas, TX, Atlanta, GA, Westminster, CO and Irving, TX (2
properties). As of June 2012, occupancies for the six buildings
ranged from 78% to 99% with a portfolio average of 89%, compared
to 87% at securitization. The loan has an initial maturity date in
December 2013 and has two 1-year extension options and one 10-
month extension option. Total debt includes $163.0 million of
subordinate mezzanine financing held outside the trust. Moody's
loan to value (LTV) ratio for the trust debt is 66%, compared to
65% at securitization. Moody's current credit assessment is Baa2,
the same as at securitization.

The Manhattan Hotel Portfolio loan ($225.0 million -- 31% of the
pooled balance) is cross-collateralized by three hotels located in
New York City. They are the Sheraton Tribeca (369 rooms), the
Element Times Square (411 rooms) and the DoubleTree Financial
District (399 rooms). All three hotels were newly constructed and
opened for business during 4Q 2010 and have not yet reached
stabilized performance. Average revenue per available room
(RevPAR) for the three hotels has increased 47% to $190 year-to-
date through July 2012, compared to the same period in the
previous year. The loan has an initial maturity date in July 2013
and has three 1-year extension options. Total debt includes a
$45.0 million trust junior component (Certificate Class MH) and
$130.0 million of subordinate mezzanine financing held outside the
trust. Moody's LTV is 63%, the same as at securitization. Moody's
current credit assessment is Baa3, the same as at securitization.

The Brixmor California Retail Portfolio loan ($120.0 million --
16% of the pooled balance) is cross-collateralized by seven
anchored retail properties containing a total of 1.47 million
square feet. All of the properties are located in California with
six located in the Los Angeles and San Diego areas and one located
in Sacramento. Six assets (96% of the allocated loan amount) are
anchored by grocers. Portfolio occupancy, as of April 2012, was
98%, compared to 97% at securitization. The loan has an initial
maturity date in July 2013 and has three 1-year extension options.
Total debt includes $105.0 million of subordinate mezzanine
financing held outside the trust. Moody's LTV is 59%, the same as
at securitization. Moody's current credit assessment is A3, the
same as at securitization.

The One Financial Place loan ($90.0 million -- 12% of the pooled
balance) is collateralized by a 1.0 million square foot Class-A
office building located in the LaSalle Street submarket of
Chicago, IL. As of March 2012, the property was 80% leased,
compared to 81% at securitization. The three largest tenants,
leasing about 27% of total net rentable area (NRA), are Merrill
Lynch, Pierce, Fenner & Smith (11%), CTC Holdings, L.P. (8%) and
Goldman Sachs Execution & Clearing (8%). Leases for these three
tenants expire in 2014, 2022 and 2023, respectively. MF Global
Inc. leases approximately 77,000 square feet at One Financial
Place. It had declared bankruptcy in October 2011 and in March
2012 the trustee for the MF Global liquidation filed a third
notice of lease rejection. The loan has an initial maturity date
in August 2013 and has three 1-year extension options. Total debt
includes $90.0 million of subordinate mezzanine financing held
outside the trust. Moody's LTV is 61%, compared to 59% at
securitization. Moody's current credit assessment is Baa2, the
same as at securitization.

The Investcorp Hotel Portfolio loan ($67.0 million -- 9% of the
pooled balance) is collateralized by nine hotel properties located
in Pennsylvania, New Jersey, Minnesota, New York, Massachusetts,
California and Florida totaling 2,264 keys. All of the properties
were built between 1970 and 1991 and renovated between 2004 and
2011. The portfolio includes five hotels branded Doubletree and
the other four hotels are branded Hilton, Sheraton, Marriott and
Wyndham. The portfolio has strong revenue per available room
(RevPAR) penetration. For the twelve month period ending in June
2012 eight of the nine properties achieved penetration rates
greater than 100%, ranging from 108% to 173%. RevPAR for the
portfolio has increased about 4% year-to-date through July 2012 to
$89 from $85 in the previous year. The loan has an initial
maturity date in November 2013 and has three 1-year extension
options. Total debt includes $53.0 million of subordinate
mezzanine financing held outside the trust. Moody's LTV is 51%,
compared to 55% at securitization. Moody's current credit
assessment is A2, compared to A3 at securitization.


JP MORGAN 2012-C8: Fitch Issues Presale Report on Several Certs.
----------------------------------------------------------------
Fitch Ratings has issued a presale report on JPMCC 2012-C8
Commercial Mortgage Pass-Through Certificates.

Fitch expects to rate the transaction and assign Outlooks as
follows:

  -- $76,634,000 class A-1 'AAAsf'; Outlook Stable;
  -- $189,227,000 class A-2 'AAAsf'; Outlook Stable;
  -- $426,122,000 class A-3 'AAAsf'; Outlook Stable;
  -- $103,623,000 class A-SB 'AAAsf'; Outlook Stable;
  -- $897,898,000* class X-A 'AAAsf'; Outlook Stable;
  -- $102,292,000ab class A-S 'AAAsf'; Outlook Stable;
  -- $56,829,000ab class B 'AAsf'; Outlook Stable;
  -- $44,043,000ab class C 'Asf'; Outlook Stable;
  -- $203,164,000ab class EC 'Asf'; Outlook Stable;
  -- $35,518,000a class D 'BBB+sf'; Outlook Stable;
  -- $32,676,000a class E 'BBB-sf'; Outlook Stable;
  -- $15,628,000a class F 'BBsf'; Outlook Stable;
  -- $17,049,000a class G 'Bsf'; Outlook Stable.

a Privately placed pursuant to Rule 144A.
b Class A-S, class B and class C certificates may be exchanged
   for class EC certificates, and class EC certificates may be
   exchanged for class A-S, class B and class C certificates.
* Notional amount and interest only.

The expected ratings are based on information provided by the
issuer as of Sept. 14, 2012. Fitch does not expect to rate the
$36,938,989a class NR or the $238,681,989*a interest only class
X-B.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 43 loans secured by 84 commercial
properties having an aggregate principal balance of approximately
$1.14 billion as of the cutoff date.  The loans were contributed
to the trust by JPMorgan Chase Bank, National Association and
CIBC, Inc.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 73.4% of the properties
by balance, cash flow analysis of 88.2% of the pool, and asset
summary reviews on 88.2% of the pool.

The transaction has a Fitch stressed debt service coverage ratio
(DSCR) of 1.20x, a Fitch stressed loan-to value (LTV) of 100.6%,
and a Fitch debt yield of 9.2%.  Fitch's aggregate net cash flow
represents a variance of 8.2% to issuer cash flows and 11.8% below
the most recent TTM net operating income.

The Master Servicer will be KeyCorp Real Estate Capital Markets,
Inc., rated 'CMS1' by Fitch.  The Special Servicer will be Midland
Loan Services, Inc., a Division of PNC Bank, N.A., rated 'CSS1' by
Fitch.


JP MORGAN 2012-C8: S&P Gives 'BB-' Rating on Class G Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities Trust
2012-C8's $1.14 billion commercial mortgage pass-through
certificates series 2012-C8.

The note issuance is a commercial mortgage-backed securities
transaction backed by 43 commercial mortgage loans with an
aggregate principal balance of $1.14 billion, secured by the fee
interest in 78 properties, the fee/leasehold in five properties,
and the leasehold interest in one property.

The preliminary ratings are based on information as of Sept. 21,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

"The preliminary ratings reflect our view of the credit support
provided by the transaction structure, our view of the economics
of the underlying collateral, the trustee-provided liquidity, the
relative diversity of the collateral pool, and our overall
qualitative assessment of the transaction. Standard & Poor's
determined that the collateral pool has, on a weighted average
basis, a debt service coverage of 1.56x, and beginning and ending
loan-to-value ratios of 82.4% and 70.0%, respectively, based on
Standard & Poor's values," 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

PRELIMINARY RATINGS ASSIGNED
J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C8

Class       Rating          Amount
                               ($)
A-1         AAA (sf)    76,634,000
A-2         AAA (sf)   189,227,000
A-3         AAA (sf)   426,122,000
A-SB        AAA (sf)   103,623,000
X-A(i)      AAA (sf)   897,898,000
X-B         NR         238,681,989
A-S         AAA (sf)   102,292,000
B           AA (sf)     56,829,000
C           A (sf)      44,043,000
EC(ii)      A (sf)     203,164,000
D           BBB+ (sf)   35,518,000
E           BBB- (sf)   32,676,000
F           BB (sf)     15,628,000
G           BB- (sf)    17,049,000
NR          NR          36,938,989

(i)Notional balance.
(ii)Exchangeable certificates with notional balance linked to the
    sum of the class A-S, B, and C certificates.
NR-Not rated.


KIMBERLITE I: Moody's Affirms 'C' Ratings on 8 Sec. Classes
-----------------------------------------------------------
Moody's Investors Service has affirmed the ratings of all classes
of Notes issued by Kimberlite CDO I, Ltd. The affirmations are due
to key transaction parameters performing within levels
commensurate with the existing ratings levels. The rating action
is the result of Moody's on-going surveillance of commercial real
estate collateralized debt obligation (CRE CDO Synthetic)
transactions.

Moody's rating action is as follows:

Cl. A, Affirmed at C (sf); previously on Oct 12, 2011 Downgraded
to C (sf)

Cl. B, Affirmed at C (sf); previously on Oct 12, 2011 Downgraded
to C (sf)

Cl. C, Affirmed at C (sf); previously on Dec 17, 2009 Downgraded
to C (sf)

Cl. D, Affirmed at C (sf); previously on Dec 17, 2009 Downgraded
to C (sf)

Cl. E, Affirmed at C (sf); previously on Dec 17, 2009 Downgraded
to C (sf)

Cl. F, Affirmed at C (sf); previously on Dec 17, 2009 Downgraded
to C (sf)

Cl. G, Affirmed at C (sf); previously on Dec 17, 2009 Downgraded
to C (sf)

Cl. H, Affirmed at C (sf); previously on Dec 17, 2009 Downgraded
to C (sf)

Ratings Rationale

Kimberlite CDO I, Ltd. is a hybrid CRE CDO transaction backed by a
portfolio of credit default swaps (90.7% of the pool balance) and
cash collateral (9.3%). The transaction featured a 5 year
revolving period which ended in November 2011. The reference
obligation pool comprises of commercial mortgage backed securities
(CMBS) (92.6% of the current pool balance) and CRE CDO (7.4%). As
of the August 23, 2012 Trustee report, the aggregate issued Note
balance of the transaction, including preferred shares, increased
to $258.1 million from $250.0 million at issuance due to
accumulated deferred interest as a result of failing the par value
tests.

There are 58 assets with a par balance of $140.0 million (31.6% of
the current pool balance) that are considered defaulted securities
as of the August 23, 2012 Trustee report. While there have been
limited realized losses on the underlying reference obligations,
Moody's does expect significant losses to occur once they are
realized.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated 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 7,151 compared to 7,920 at last review. The
current distribution of Moody's rated collateral and assessments
for non-Moody's rated collateral is as follows: Baa1-Baa3 (4.5%
compared to 7.3% at last review), Ba1-Ba3 (12.4% compared to 3.7%
at last review), B1-B3 (6.7% compared to 6.5% at last review), and
Caa1-C (76.4% compared to 82.5% 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 4.2
years compared to 5.1 years at last review. The current WAL
reflects assumptions about extensions.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed WARR of
2.5% compared to 2.2% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 0.0%, the same as 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.

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 reference obligation and
cash collateral pool. However, in light of the performance
indicators noted above, Moody's believes that it is unlikely that
the ratings announced on Sept. 26 are sensitive to further change.

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.


LB COMMERCIAL 1998-C4: Moody's Keeps 'C' Rating on L Certificates
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed four classes of LB Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 1998-C4 as follows:

Cl. G, Upgraded to Aaa (sf); previously on Oct 20, 2011 Upgraded
to Aa1 (sf)

Cl. H, Upgraded to Baa1 (sf); previously on Dec 9, 2010 Upgraded
to Ba1 (sf)

Cl. J, Affirmed at B1 (sf); previously on Nov 24, 1998 Assigned B1
(sf)

Cl. K, Affirmed at Caa1 (sf); previously on Dec 9, 2010 Downgraded
to Caa1 (sf)

Cl. L, Affirmed at C (sf); previously on Dec 9, 2010 Downgraded to
C (sf)

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

Ratings Rationale

The upgrades are due to increased credit enhancements' levels and
overall stable pool performance.

The affirmations of the three principal bonds are due to the key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.
The rating of the IO Class, Class X, is consistent with the
expected credit performance of its referenced classes and thus is
affirmed.

Moody's rating action reflects a cumulative base expected loss of
5.0% of the current pooled balance. At last review, Moody's
cumulative base expected loss was 7.4%. Moody's current base
expected loss plus cumulative realized losses is 2.3% of the
original balance compared to 2.3% at last review. Moody's provides
a current list of base expected losses for conduit and fusion CMBS
transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

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

Moody's review also incorporated the CMBS IO calculator ver1.1
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.1
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
conduit pool has a Herf of 12, the same as at Moody's prior
review.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated October 20, 2011.

Deal Performance

As of the September 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 95% to $95.0
million from $2.02 billion at securitization. The Certificates are
collateralized by 49 mortgage loans ranging in size from less than
1% to 8% of the pool, with the top ten non-defeased loans
representing 49% of the pool. Ten loans, representing 12% of the
pool, have defeased and are collateralized with U.S. Government
securities. The pool contains a credit tenant lease (CTL)
component, representing 28% of the pool.

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

Twenty-six loans have been liquidated from the pool since
securitization, resulting in a $42.1 million loss (30% overall
loss severity). Three loans, representing 5% of the pool, are
currently in special servicing. The specially serviced loans are
secured by a retail properties. Moody's has estimated an aggregate
$1.3 million loss for two of the specially serviced loans (40%
expected loss on average).

Moody's has assumed a high default probability for one poorly
performing loan representing 2% of the pool and has estimated a
$262,000 loss (15% expected loss based on a 50% probability
default) from this troubled loan.

Moody's was provided with full year 2011 and partial year 2012
operating results for 100% and 79% of the pool, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 69% compared to 70% at last review. Moody's net
cash flow reflects a weighted average haircut of 15% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 10.1%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.27X and 1.76X, respectively, compared to
1.32X and 1.74X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three conduit loans represent 20% of the pool balance. The
largest loan is the 1800 West Valencia Road Loan ($7.2 million --
7.6% of the pool), which is secured by a 191,000 square foot (SF)
retail property located in Tucson, Arizona. The property is 100%
leased to Lowe's Home Center (Lowe's Companies Inc.; Moody's
senior unsecured rating -- A3; stable outlook) through August
2019. Performance has been stable. Moody's valuation is based on a
dark/lit analysis due to concerns about the property's single
tenant exposure. The loan matures in August 2013. Moody's LTV and
stressed DSCR are 75% and 1.44X, respectively, compared to 76% and
1.41X at last review.

The second largest loan is the Pinnacle Center Loan ($6.8 million
-- 7.2% of the pool), which is secured by a 230,000 SF retail
property located in Thornton, Colorado. As of March 2012 the
property was 75% leased compared to 89% at last review. The
largest tenant is Hobby Lobby, which leases 21% the net rentable
area (NRA) through 2013. At this review, Moody's stressed the
property cash flow due to concerns about significant upcoming
lease rollover risk (34% of NRA) within the next 24 months.
Moody's LTV and stressed DSCR are 86% and 1.26X, respectively,
compared to 82% and 1.31X at last review.

The third largest loan is the Chesterfield Meadows Shopping Center
Loan ($5.5 million -- 5.8% of the pool) which is secured by a
70,000 SF retail center located in Richmond, Virginia. As of June
2012 the center was 80% leased compared to 90% at the end of year
2011. CVS, which leased 16% of the net rentable area, vacated the
property prior to its lease expiration in December 2011. The
performance has declined due to lower revenues. Moody's stressed
the property cash flow due to concerns about significant upcoming
lease rollover risk (24% of the NRA) within the next 24 months.
Moody's LTV and stressed DSCR are 76% and 1.43X, respectively,
compared to 54% and 2.0X at last review.

The CTL component includes 19 loans secured by properties leased
under bondable leases. The largest CTL exposures are Sweetbay
Supermarket ($7.9 million, 8.4% of the pool; parent Delhaize
America, LLC; Moody's senior unsecured rating Baa3; stable
outlook), CVS/Caremark Corp. ($65.1 million, 5.3% of the pool;
Moody's senior unsecured rating Baa2; positive outlook) and
Walgreen Co. ($4.6 million, 4.9% of the pool; Moody's senior
unsecured rating Baa1; negative outlook).

The bottom-dollar weighted average rating factor (WARF) for this
CTL component is 1,851 compared to 1,574 at last review. WARF is a
measure of the overall quality of a pool of diverse credits. The
bottom-dollar WARF is a measure of the default probability within
the pool.


LB-UBS 2003-C7: Moody's Cuts Rating on Class Q Certs. to 'C'
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
and affirmed 15 CMBS classes of LB-UBS Commercial Mortgage Trust
Commercial Mortgage Pass-Through Certificates, Series 2003-C7 as
follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Oct 15, 2003
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Oct 15, 2003
Definitive Rating Assigned Aaa (sf)

Cl. A-1B, Affirmed at Aaa (sf); previously on Oct 15, 2003
Definitive Rating Assigned Aaa (sf)

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

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

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

Cl. E, Affirmed at Aa1 (sf); previously on Dec 9, 2010 Upgraded to
Aa1 (sf)

Cl. F, Affirmed at A2 (sf); previously on Oct 15, 2003 Definitive
Rating Assigned A2 (sf)

Cl. G, Affirmed at A3 (sf); previously on Oct 15, 2003 Definitive
Rating Assigned A3 (sf)

Cl. H, Affirmed at Baa1 (sf); previously on Oct 15, 2003
Definitive Rating Assigned Baa1 (sf)

Cl. J, Affirmed at Baa2 (sf); previously on Oct 15, 2003
Definitive Rating Assigned Baa2 (sf)

Cl. K, Affirmed at Ba1 (sf); previously on Jun 18, 2009 Downgraded
to Ba1 (sf)

Cl. L, Downgraded to B1 (sf); previously on Jun 18, 2009
Downgraded to Ba3 (sf)

Cl. M, Downgraded to B2 (sf); previously on Jun 18, 2009
Downgraded to B1 (sf)

Cl. N, Downgraded to B3 (sf); previously on Jun 18, 2009
Downgraded to B2 (sf)

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

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

Cl. S, Affirmed at C (sf); previously on Dec 9, 2010 Downgraded to
C (sf)

Cl. BA, Affirmed at Baa3 (sf); previously on Jun 18, 2009
Downgraded to Baa3 (sf)

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

Ratings Rationale

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

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

The rating for the Moody's-rated IO class, Class X-CL, is
consistent with the expected credit performance of its referenced
classes and thus is affirmed.

Moody's rating action reflects a cumulative base expected loss of
approximately 5.1% of the current deal balance. At last review,
Moody's cumulative base expected loss was approximately 3.7%.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. 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 Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000 and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

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

Moody's review also incorporated the CMBS IO calculator ver1.1
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.1
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 7 compared to 8 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.5 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated October 13, 2011.

Deal Performance

As of the September 17, 2012 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 53% to $688
million from $1.45 billion at securitization. The Certificates are
collateralized by 36 mortgage loans ranging in size from less than
1% to 30% of the pool, with the top ten loans (excluding
defeasance) representing 81% of the pool. The pool includes four
loans with investment-grade credit assessments, representing 57%
of the pool. Four loans, representing approximately 6% of the
pool, are defeased and are collateralized by U.S. Government
securities.

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

Two loans have liquidated from the pool, resulting in an aggregate
realized loss of $601,000 (18% average loan loss severity).
Currently, four loans, representing 8% of the pool, are in special
servicing. The largest specially serviced loan is the Shepherd
Office Center Loan ($29 million -- 4% of the pool), which is
secured by a 637,000 square foot former regional mall which was
converted into an office property in downtown Oklahoma City,
Oklahoma. The property was 80% leased at year-end 2011 reporting,
compared to 88% at Moody's last review. The largest tenant, the
Oklahoma Health Care Authority (approx. 21% of property's net
rentable area (NRA)), recently renewed its leases in the building
for a short term -- extending maturities into 2013. The sponsor is
seeking a longer-term lease for the health care agency space, with
the possibility for additional space. The loan transferred to
special servicing in September 2010 due to imminent monetary
default. Workout discussions between the borrower and servicer are
ongoing. In the event a resolution is not reached in the near
term, the servicer is likely to begin foreclosure proceedings.

The remaining three specially serviced loans are secured by a mix
of multifamily and retail property types. Moody's estimates an
aggregate $18 million loss for all specially serviced loans.

Moody's has assumed a high default probability for two poorly
performing loans representing 5% of the pool. Moody's analysis
attributes to these troubled loans an aggregate $8 million loss
(25% expected loss severity based on a 50% probability default).

Moody's was provided with full-year 2011 and partial year 2012
operating results for 96% and 82% of the performing conduit pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average conduit LTV is 89% compared to 74% at
last full review. Moody's net cash flow reflects a weighted
average haircut of 12.3% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.3%

Excluding specially serviced and troubled loans, Moody's actual
and stressed conduit DSCRs are 1.32X and 1.18X, respectively,
compared to 1.94X and 1.45X at last review. Moody's actual DSCR is
based on Moody's net cash flow (NCF) and the loan's actual debt
service. Moody's stressed DSCR is based on Moody's NCF and a 9.25%
stressed rate applied to the loan balance.

The largest loan with a credit assessment is the Bank of America
Building Loan ($207 million -- 30% of the pool), which is an
office tower in the Grand Central office submarket of Midtown
Manhattan. The loan is also encumbered by a B-Note held inside the
trust with an associated non-pooled, or "rake", bond. The property
was 84% leased as of year-end 2011 reporting, compared to 88% at
Moody's last review. The top three tenants are Enhance Financial
Services (11% of the NRA; lease expiration in August 2015), Bank
of America (10% of the NRA; lease expiration in December 2013) and
Towers Perrin (9% of the NRA; lease expiration in August 2018).
The loan matures in August 2013. Moody's credit assessment and
stressed DSCR are Baa3 and 1.32X, respectively, essentially
unchanged since Moody's last review.

The second largest loan with a credit assessment is the Valley
Plaza Shopping Center Loan ($87 million -- 13% of the pool). The
loan is secured by a 1.2 million square foot dominant regional
mall located in Bakersfield, California. The mall is anchored by
JCPenney, Sears, Target, and a multiplex movie theater. The mall's
inline space was 91% leased as of March 2012, the same as at
Moody's last review. The loan sponsor is General Growth
Properties, Inc. Moody's current credit assessment and stressed
DSCR are A3 and 1.78X, respectively, compared to A3 and 1.76X at
last review.

The third loan with a credit assessment is the Westfield
Shoppingtown Santa Anita Loan ($64 million -- 9% of the pool). The
loan is secured by a 1.1 million square foot regional mall located
in Arcadia, California, approximately 18 miles east of downtown
Los Angeles. The mall anchors are Macy's, Nordstrom, JCPenney, and
AMC Theatres. The property was 98% leased as of June 2012,
unchanged since Moody's last review. Moody's current credit
assessment and stressed DSCR are Aaa and >4.00X, compared to Aaa
and 3.86 at last review.

The fourth loan with a credit assessment is the Visalia Mall Loan
($36 million -- 5% of the pool). The loan is secured by a regional
mall located in Visalia, California. The anchors are JCPenney and
Macy's. The mall's inline space was 79% leased as of March 2012
reporting, down from 93% at Moody's last review. Newly signed
leases, however, include the retailer Forever 21, which is
expected to occupy approximately 7% of total inline NRA. The loan
sponsor is General Growth Properties, Inc. Moody's current credit
assessment and stressed DSCR are A3 and 1.89X, compared to A3 and
1.75X at last review.

The top three performing conduit loans represent 15% of the pool.
The largest loan is the Moorestown Mall Loan ($54 million -- 8% of
the pool), which is secured by a 1.1 million square foot regional
mall located in Moorestown Township, New Jersey, a suburb of
Philadelphia. The mall anchors are Macy's, Boscov's, Lord &
Taylor, and Sears. The mall's inline space was 77% leased as of
March 2012 compared to 74% at Moody's last review. Although
occupancy is higher than at Moody's prior review, financial
performance has declined as several tenants have re-negotiated
their leases to lower rental levels. Moody's current LTV and
stressed DSCR are 110% and 0.91X, respectively, compared to 101%
and 0.99X at last review.

The second largest loan is the Shops at Gainey Village Loan ($31
million -- 5% of the pool). The loan is secured by a 138,000
square foot retail center located in Scottsdale, Arizona. The
tenancy consists primarily of local, and regional boutique
retailers. Several of the largest, high visibility spaces remain
vacant. The loan was modified in June 2011 to extend loan maturity
to December 2013. The loan sponsor is an affiliate of Principal
Global Investors. The loan is currently on the watchlist. Moody's
has identified this as a troubled loan. Moody's current LTV and
stressed DSCR are 166% and 0.62X, respectively, compared to 137%
and 0.75X at last review.

The third-largest loan is the Gotham Plaza Loan ($21 million -- 3%
of the pool), which is secured by a 93,000 square foot office
property with ground-floor retail located in the East Harlem
section of New York City. Located on Harlem's main shopping strip,
the retail tenants include national retailers such as Radio Shack,
Foot Locker, and AT&T. The upper floors of the building (72% of
property NRA) are occupied by office tenants. The property was
100% leased as of year-end 2011 reporting, the same as at Moody's
last review. Moody's current LTV and stressed DSCR are 68% and,
1.51X respectively, essentially unchanged since last review.


LB-UBS 2003-C8: Moody's Cuts Rating on Class N Certs. to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
and affirmed 12 classes of LB-UBS Commercial Mortgage Trust 2003-
C8, Commercial Mortgage Pass-Through Certificates, Series 2003-C8
as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Dec 4, 2003
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Dec 4, 2003
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Dec 21, 2006 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on Dec 21, 2006 Upgraded
to Aaa (sf)

Cl. D, Affirmed at Aaa (sf); previously on Sep 29, 2011 Upgraded
to Aaa (sf)

Cl. E, Affirmed at Aa2 (sf); previously on Sep 29, 2011 Upgraded
to Aa2 (sf)

Cl. F, Affirmed at A1 (sf); previously on Mar 26, 2008 Upgraded to
A1 (sf)

Cl. G, Affirmed at A3 (sf); previously on Dec 4, 2003 Definitive
Rating Assigned A3 (sf)

Cl. H, Affirmed at Baa1 (sf); previously on Dec 4, 2003 Definitive
Rating Assigned Baa1 (sf)

Cl. J, Affirmed at Baa2 (sf); previously on Dec 4, 2003 Definitive
Rating Assigned Baa2 (sf)

Cl. K, Affirmed at Ba1 (sf); previously on Feb 16, 2011 Downgraded
to Ba1 (sf)

Cl. L, Downgraded to B1 (sf); previously on Feb 16, 2011
Downgraded to Ba3 (sf)

Cl. M, Downgraded to B3 (sf); previously on Feb 16, 2011
Downgraded to B2 (sf)

Cl. N, Downgraded to Caa2 (sf); previously on Feb 16, 2011
Downgraded to Caa1 (sf)

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

Ratings Rationale

The downgrades are due to concerns about increased interest
shortfalls stemming from specially serviced loans. The
affirmations are due to key parameters, including Moody's loan to
value (LTV) ratio, Moody's stressed debt service coverage ratio
(DSCR) and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain the existing ratings. The rating of the IO
class, Class X-CL, is consistent with the credit profile of its
referenced classes and thus is affirmed.

Moody's rating action reflects a cumulative base expected loss of
3.2% of the current balance compared to 3.6% at last review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. 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 Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

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

Moody's review also incorporated the CMBS IO calculator ver1.1
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.1
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 13 compared to 11 at last review.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R)(Moody's Surveillance Trends) and CMM
(Commercial Mortgage Metrics) on Trepp -- and on a periodic basis
through a comprehensive review. Moody's prior full review is
summarized in a press release dated September 29, 2011.

Deal Performance

As of the September 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 43% to $798.9
million from $1.4 billion at securitization. The Certificates are
collateralized by 66 mortgage loans ranging in size from less than
1% to 12% of the pool, with the top ten loans representing 46% of
the pool. Sixteen loans, representing 34% of the pool, have
defeased and are collateralized with U.S. Government securities.
The pool includes three loans with investment grade credit
assessments, representing 26% of the pool.

Ten loans, representing 5% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Eleven loans have been liquidated from the pool, resulting in an
aggregate realized loss of $14.2 million (24% loss severity
overall). Four loans, representing 4% of the pool, are currently
in special servicing. The largest specially serviced loan is the
Milestone Hotel Portfolio Loan (3% of the pool), which is secured
by four hotel properties located in three states. The loan
transferred into special servicing in August 2010 due to imminent
default. Moody's has estimated an aggregate $14.8 million loss for
the specially serviced loans (46% expected loss on average).

Moody's has assumed a high default probability for five poorly
performing loans representing 3% of the pool and has estimated a
$3.9 million loss (20% expected loss based on a 50% probability
default) from these troubled loans. Moody's was provided with
full-year 2011 and partial-year 2012 operating results for 100%
and 89% of the pool, respectively.

Excluding specially serviced and troubled loans, Moody's weighted
average conduit LTV is 84% compared to 88% at last review. Moody's
net cash flow reflects a weighted average haircut of 11% to the
most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.5%.

Moody's actual and stressed conduit DSCRs are 1.36X and 1.21X,
respectively, compared to 1.33X and 1.15X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The largest loan with a credit assessment is the 114 West 47th
Street Loan ($98.8 million -- 12.4% of the pool), which is secured
by a 597,000 square foot office building located in the Times
Square submarket of New York City. The largest tenant is the U.S.
Trust Company (82% of the NRA; lease expiration November 2014).
U.S. Trust Company is currently a part of Bank of America (Moody's
senior unsecured rating of Baa2, negative outlook). As of March
2012, the property was 98% leased, the same as at last review.
Moody's current credit assessment and stressed DSCR are Aa2 and
1.67X, respectively, compared to Aa2 and 1.79X at last review.

The second largest loan with a credit assessment is the Westfield
Shoppingtown South County Loan ($72.7 million -- 9.1% of the
pool), which is secured by the borrower's interest in a 1.0
million square foot retail center located in St. Louis, Missouri.
As of March 2012, the property was 98% leased, the same as at last
review. The center is anchored by Macy's, Sears, J.C. Penney and
Dillard's. Moody's current credit assessment and stressed DSCR are
Baa1 and 1.48X, respectively, the same at last review.

The third largest loan with a credit assessment is the Liberty
Tree Mall Loan ($35.0 million -- 4.4% of the pool), which is
secured the borrower's interest in a 450,0000 square foot retail
center located in Danvers, Massachusetts. The mall encompasses a
total area of 857,000 square feet. As of March 2012, the property
was 92% leased compared with 91% at last review. Moody's current
credit assessment and stressed DSCR are Aa2 and 1.95X,
respectively, compared to Aa2 and 2.02X at last review.

The top three performing conduit loans represent 12% of the pool
balance. The largest loan is the Dartmouth Mall Loan ($58.7
million -- 7.3% of the pool), which represents the borrower's
interest in the 623,000 square foot regional mall located in
Dartmouth, Massachusetts. The mall is anchored by Filene's, Sears
and J.C. Penney. Moody's LTV and stressed DSCR are 96% and 0.98X,
respectively, compared to 95% and 1.00X at last review.

The second largest conduit loan is the Centre at Westbank Loan
($18.5 million -- 2.3%), which is secured by a 182,000 square foot
retail center located in Harvey, Louisiana. As of March 2012, the
property was 97% leased compared to 93% at last review. Moody's
LTV and stressed DSCR are 77% and 1.26X, respectively, compared to
90% and 1.08X at last review.

The third largest conduit loan is the Oceanview Village Shopping
Center Loan ($17.6 million -- 2.2%), which is secured by a 99,000
square foot retail center located in San Francisco, California.
The property in anchored by Oceanview Market, which is subleasing
from Albertson's through 2027. As of March 2012, the property was
98% leased compared to 93% at last review. Moody's LTV and
stressed DSCR are 92% and 1.06X, respectively, compared to 93% and
1.05X at last review.


LEAF RECEIVABLES: DBRS Assigns 'BB' Rating to Class E-2 Notes
-------------------------------------------------------------
DBRS has assigned final ratings to the following classes issued by
LEAF Receivables Funding 8, LLC - Equipment Contract Backed Notes,
Series 2012-1:

- Series 2012-1, Class A-1 Notes rated R-1 (high) (sf)
- Series 2012-1, Class A-2 Notes rated AAA (sf)
- Series 2012-1, Class A-3 Notes rated AAA (sf)
- Series 2012-1, Class A-4 Notes rated AAA (sf)
- Series 2012-1, Class B Notes rated AA (sf)
- Series 2012-1, Class C Notes rated A (sf)
- Series 2012-1, Class D Notes rated BBB (high) (sf)
- Series 2012-1, Class E-1 Notes rated BBB (low) (sf)
- Series 2012-1, Class E-2 Notes rated BB (low) (sf)


LEAF RECEIVABLES: Moody's Assigns 'Ba2' Rating to Cl. E-2 Notes
----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
Equipment Contract Backed Notes, Series 2012-1 (LEAF 2012-1 or the
notes) issued by LEAF Receivables Funding 8, LLC.. The transaction
is a securitization of small ticket equipment loans and leases
sponsored by LEAF Capital Funding, LLC (LEAF), a wholly owned
subsidiary of LEAF Commercial Capital, Inc. The loans and leases
are backed by various equipment including primarily office
equipment such as copiers, as well as technology,
telecommunications and industrial equipment. The complete rating
action is as follows:

Issuer: LEAF Receivables Funding 8, LLC -- Equipment Contract
Backed Notes, Series 2011-2

Class A-1 Notes, rated Prime-1 (sf)

Class A-2 Notes, rated Aaa (sf)

Class A-3 Notes, rated Aaa (sf)

Class A-4 Notes, rated Aaa (sf)

Class B Notes, rated Aa2 (sf)

Class C Notes, rated A2 (sf)

Class D Notes, rated Baa2 (sf)

Class E-1 Notes, rated Ba1 (sf)

Class E-2 Notes, rated Ba2 (sf)

Ratings Rationale

The ratings are based primarily on an analysis of the credit
quality of the collateral, the historical performance of similar
collateral, the level of credit enhancement available under the
proposed capital structure , the ability of LEAF Commercial
Capital, Inc. as servicer, the ability of U.S. Bank National
Association as back-up servicer, and the presence of Assured
Guaranty Corp. (Assured, Aa3 under review for possible downgrade)
as control party and financial guarantor for the Class A notes,
and. Credit enhancement includes overcollateralization which is
initially 4.00%, a non-declining reserve account that is funded at
1.5% of original collateral balance, subordination in the case of
the Class A, Class B, Class C, Class D, and Class E-1 notes, and
excess spread. This deal utilizes a sequential pay structure where
each class of notes will receive all principal collections until
it is paid in full, beginning with the Class A-1 notes. Credit
enhancement has been sized without regard to the financial
guarantee policy.

Moody's median cumulative net loss expectation for the collateral
pool securitized in LEAF 2012-1 is 4.00%. Moody's Aaa Volatility
Proxy for the deal is 25.00%. The expected net loss is based
primarily on an analysis of the collateral's historical
performance adjusted to reflect differences between the economic
conditions underlying the historical performance and Moody's
expectation of future economic conditions.

The collateral securitized in this deal was originated by LEAF
Capital Funding, LLC (LEAF). It consists primarily of loans and
leases extended to small to mid-sized obligors and secured by
various types of equipment including office equipment (55.79%),
communications (12.34%), and computer equipment (7.03%). The
office equipment category is largely comprised of copiers. The
collateral pool backing the notes consist of 11,739 equipment
loans with an initial balance of $190,459,939. The weighted
average contract balance is $16,225. The weighted average original
and remaining terms to maturity are 51 and 46 months,
respectively. All of the loans in this deal are fixed interest
rate contracts and nearly all are monthly pay contracts.

There is a minor amount of exposure to end-of-lease equipment
value in this transaction since the collateral value advanced
against includes a portion of the residual value assigned to the
equipment under the lease contract (residual book value). This
amount, on a present value basis, accounts for approximately 7% of
initial securitized value by dollars. Approximately 30% of the
residual book value is advanced against, with the remainder also
to flow to the issuer and available as additional excess spread.

The Class A-1, A-2, A-3 and A-4 are covered by a financial
guarantee insurance policy provided by Assured Guaranty Corp.
(Assured) which covers interest and principal. Under Moody's
Global Structured Finance Operational Risk Guidelines,
transactions from sponsor/servicers that are not rated or not
assessed as investment grade require mitigants (such as a backup
servicer) in order to achieve Moody's highest ratings.
Transactions from sponsor/servicers rated or assessed at the low
end of non-investment grade may require further mitigants such as
a master servicer. In some cases, the highest ratings may not be
able to achieved at all. The presence of a highly-rated guarantor
provides a strong form of support in the form of oversight that in
Moody's view goes beyond the actual financial guarantee policy.
This oversight mitigates operational risk in a highly effective
way that is not directly linked to the financial strength rating
of the guarantor. As long as the guarantor remains viable, it will
be motivated to carefully monitor the transaction and to use every
available tool to act to address operational or performance
problems should they arise. As a result, the ratings of the Notes,
including the Class A Notes, would likely be unaffected by even a
multi-notch downgrade of the guarantor. Should however the policy
be terminated or the guarantor be downgraded to below investment
grade, Moody's would revisit the role played by the guarantor in
mitigating operational risk as it relates to Moody's rating of the
Notes. Credit enhancement has been sized without regard to the
financial guarantee policy.

The V Score for this transaction is Medium, which is somewhat
stronger than the score assigned to the U.S. Small Issuer
Equipment Lease and Loan ABS sector. The V Score indicates
"medium" uncertainty about critical assumptions. 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). While the overall score is medium, significant
deviations from the sector within the individual categories
include the following: Issuer/Sponsor/Originator's historical
Performance Variability which is medium versus medium/high due to
the relatively stable performance of the issuer's collateral;
market value sensitivity is medium rather than low/medium due to
the exposure to residuals; experience and oversight of transaction
parties is low/medium versus medium due to the significant
securitization experience of transaction parties with an oversight
role; and back-up servicer arrangement is low/medium versus medium
due to the back-up servicer arrangement with U.S Bank National
Association and the oversight role of Assured.

Moody's Parameter Sensitivities: If the expected cumulative net
loss used in determining the initial rating were changed to 5.50%,
8.00%, or 10.00% the initial model-indicated rating for the Class
A notes might change from Aaa to Aa1, Aa3, and A2, respectively.
If the expected cumulative net loss used in determining the
initial rating were changed to 4.20%, 5.50%, or 6.40%, the initial
model-indicated rating for the Class B notes might change from Aa2
to Aa3, A2, and Baa1, respectively. If the expected cumulative net
loss used in determining the initial rating were changed to 4.40%,
5.30%, or 6.40%, the initial model-indicated rating for the Class
C notes might change from A2 to A3, Baa2, and Ba1, respectively.
If the expected cumulative net loss used in determining the
initial rating were changed to 4.40%, 5.50%, or 6.30%, the initial
model-indicated rating for the Class D notes might change from
Baa2 to Baa3, Ba2, and B1, respectively. If the expected
cumulative net loss used in determining the initial rating were
changed to 4.20%, 5.10%, or 5.70%, the initial model-indicated
rating for the Class E-1 notes might change from Ba1 to Ba2, B1,
and B3, respectively. If the expected cumulative net loss used in
determining the initial rating were changed to 4.20%, 4.90%, or
6.00%, the initial model-indicated rating for the Class E-2 notes
might change from Ba2 to Ba3, B2, and lower than B3, 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.

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

Principal Methodology

The principal methodology used in this rating was "Moody's
Approach to Rating Securities Backed by Equipment Leases and
Loans," published in March 2007.


LEGG MASON I: Moody's Affirms 'Caa3' Rating on Class G Notes
------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of all classes
of Notes issued by Legg Mason Real Estate CDO I, 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. A1-T, Affirmed at Aaa (sf); previously on Apr 21, 2009
Confirmed at Aaa (sf)

Cl. A1-R, Affirmed at Aaa (sf); previously on Apr 21, 2009
Confirmed at Aaa (sf)

Cl. A2, Affirmed at A1 (sf); previously on Nov 3, 2010 Downgraded
to A1 (sf)

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

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

Cl. D, Affirmed at B1 (sf); previously on Nov 3, 2010 Downgraded
to B1 (sf)

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

Cl. F-1, Affirmed at Caa1 (sf); previously on Nov 3, 2010
Downgraded to Caa1 (sf)

Cl. G, Affirmed at Caa3 (sf); previously on Nov 3, 2010 Downgraded
to Caa3 (sf)

Ratings Rationale

Legg Mason Real Estate CDO I, Ltd. is a static (the reinvestment
period ended in April 2011) cash CRE CDO transaction backed by a
portfolio of whole loans (90.4% of the pool balance), commercial
mortgage backed securities (CMBS) (4.3%), B-Notes (3.8%), and
mezzanine loans (1.5%). As of the August 27, 2012 payment date,
the aggregate Note balance of the transaction, including Income
Notes, has decreased to $482.2 million from $532.0 million at
issuance, as a result of the combination of junior notes
cancellation to Class F-2 and Class G Notes and of the paydown
directed to the Class A1-R and A1-T Notes from principal repayment
of collateral and sales of defaulted collateral. In general,
holding all key parameters static, the junior note cancellations
results in slightly higher expected losses and longer weighted
average lives on the senior Notes, while producing slightly lower
expected losses on the mezzanine and junior Notes. However, this
does not cause, in and of itself, a downgrade or upgrade of any
outstanding classes of Notes. The transaction is passing all of
its par value and interest coverage ratio tests. Currently, the
transaction is over-collateralized by $4.2 million.

There are three assets with par balance of $42.7 million (8.8% of
the current pool balance) that are considered defaulted securities
as of the August 27, 2012 payment date, compared to four defaulted
securities totaling $49.5 million par amount (9.3%) at last
review. Moody's does expect meaningful losses to occur from these
defaulted securities once they are realized.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has 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 7,578 compared to 7,286 at last review. The current
distribution of Moody's rated collateral and assessments for non-
Moody's rated collateral is as follows: A1-A3 (4.0% compared to
0.1% at last review), Baa1-Baa3 (1.8% compared to 3.9% at last
review), Ba1-Ba3 (3.4% compared to 0.6% at last review), B1-B3
(2.3% compared to 11.8% at last review), and Caa1-Ca/C (88.5%
compared to 83.6% at last review).

WAL acts to adjust the probability of default of the collateral in
the pool for time. Moody's modeled to a WAL of 3.4 years, compared
to 2.7 years at last review. The current WAL is based on the
assumption about extensions.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed 53.8%
WARR, compared to 53.4% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 100%, the same as that 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 changes in recovery rate assumptions. Holding all
other key parameters static, changing the recovery rate assumption
down from 53.8% to 43.8% or up to 63.8% would result in modeled
rating movement on the rated Notes of 0 to 7 notches downward and
0 to 12 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.


LEGG MASON II: Moody's Affirms 'Caa1' Rating on Class C Secs.
-------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of all classes
of Notes issued by Legg Mason Real Estate CDO II, Corp. 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-1T, Affirmed at Aaa (sf); previously on Apr 20, 2009
Confirmed at Aaa (sf)

Cl. A-1R, Affirmed at Aaa (sf); previously on Apr 20, 2009
Confirmed at Aaa (sf)

Cl. A-2, Affirmed at Aa2 (sf); previously on Apr 20, 2009
Downgraded to Aa2 (sf)

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

Cl. C, Affirmed at Caa1 (sf); previously on Nov 11, 2010
Downgraded to Caa1 (sf)

Ratings Rationale

Legg Mason Real Estate CDO II, Corp. is a static (the reinvestment
period ended in May 2012) cash CRE CDO transaction backed by a
portfolio of whole loans (79.3% of the pool balance), commercial
mortgage backed securities (CMBS) (11.1%), CRE CDO CLO debt
(4.9%), B-Notes (2.9%), and mezzanine loans (1.8%). As of the
August 27, 2012 payment date, the aggregate Note balance of the
transaction, including Income Notes, has decreased to $504.3
million from $525.0 million at issuance, as a result of the
combination of the junior notes cancellation to Class C Notes and
of the paydown directed to the Class A1-T and A1-R Notes from
principal repayment of collateral and sales of defaulted
collateral. In general, holding all key parameters static, the
junior note cancellations results in slightly higher expected
losses and longer weighted average lives on the senior Notes,
while producing slightly lower expected losses on the mezzanine
and junior Notes. However, this does not cause, in and of itself,
a downgrade or upgrade of any outstanding classes of Notes. The
transaction is passing all of its par value and interest coverage
ratio tests. Currently, the transaction is over-collateralized by
$34.4 million (including future funding commitment).

There are eight assets with par balance of $85.4 million (15.8% of
the current pool balance) that are considered defaulted securities
as of the August 27, 2012 payment date, compared to four defaulted
securities totaling $73.2 million par amount (13.8%) at last
review. Moody's does expect meaningful losses to occur from these
defaulted securities once they are realized.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has 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 6,335 compared to 6,631 at last review. The current
distribution of Moody's rated collateral and assessments for non-
Moody's rated collateral is as follows: Aaa-Aa3 (3.6% compared to
2.7%), A1-A3 (6.2% compared to 0.4% at last review), Baa1-Baa3
(5.0% compared to 11.0% at last review), Ba1-Ba3 (0.9%, the same
as that at last review), B1-B3 (1.6% compared to 5.2% at last
review), and Caa1-Ca/C (82.7% compared to 79.8% at last review).

WAL acts to adjust the probability of default of the collateral in
the pool for time. Moody's modeled to a WAL of 3.1 years, the same
as that at last review. The current WAL is based on the assumption
about extensions.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed 53.0%
WARR, compared to 51.7% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 100%, the same as that 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 changes in recovery rate assumptions. Holding all
other key parameters static, changing the recovery rate assumption
down from 53.0% to 43.0% or up to 63.0% would result in modeled
rating movement on the rated Notes of 1 to 8 notches downward and
0 to 12 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.


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

RATINGS

Moody's assigned the following ratings to notes of the Issuer:

U.S. $ 291,214,000 Class A Senior Secured Floating Rate Notes due
2023 (the "Class A Notes"), Definitive Rating Assigned 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"), Definitive Rating Assigned Ba3 (sf).

Moody's ratings of the Class A Notes and the Class E Notes are
based on the expected losses of these Notes. The 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.

RATINGS RATIONALE

Marea CLO is a managed cash flow CLO. 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. The portfolio is
approximately 90% ramped up as of the closing date.

Invesco Senior Secured Management, Inc. (the "Manager") will
manage the CLO. It will direct the selection, acquisition and
disposition of collateral on behalf of the Issuer and may engage
in trading activity, including discretionary trading, during the
transaction's four-year reinvestment period. Thereafter, the
Manager may sell securities that are defaulted, credit risk, or
credit improved (subject to certain conditions), but may only
reinvest in additional collateral obligations using 50% of
principal proceeds from prepayments and sales of credit risk
securities.

In addition, this transaction incorporates interest and par
coverage tests 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. Moody's used the
following base-case modeling assumptions:

Par amount: $450,000,000

Diversity Score: 45

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 4.10%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 45.00%

Weighted Average Life (WAL): 7.5 years.

The Notes' performance 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. The Manager'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 an additional sensitivity analysis which was an
important component in determining the ratings assigned to the
Class A Notes and the Class E 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 Class A
Notes and the Class E 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:

WARF + 15% (to 3220 from 2800)

Class A Notes: -1

Class E Notes: -1

WARF +30% (to 3640 from 2800)

Class A Notes: -1

Class E Notes: -1.

In addition to the Class A Notes and the Class E Notes rated by
Moody's, the Issuer will issue four other classes of notes,
including subordinated notes.

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 related pre-sale report, available on Moodys.com.

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


MAREA CLO: S&P Gives 'BB' Rating on Class E Deferrable Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 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 ratings reflect S&P's view of:

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

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

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

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

    The collateral manager's experienced management team.

    "Our projections of the timely interest and ultimate principal
    payments on the rated notes, which we assessed using our cash
    flow analysis and assumptions commensurate with the assigned
    ratings under various interest-rate scenarios, including LIBOR
    ranging from 0.34%-11.41%," S&P said.

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

    The transaction's interest diversion test, a failure of which
    during the reinvestment period will lead to the
    reclassification of up to 50% of available excess interest
    proceeds (before paying uncapped administrative expenses,
    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 Standard & Poor's 17g-7 Disclosure Report included in this
credit rating report is available at:

    http://standardandpoorsdisclosure-17g7.com/965.pdf

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.


MARINE PARK: S&P Rates Class D Deferrable Notes 'BB-'
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Marine
Park CLO Ltd./Marine Park CLO Corp.'s $507.0 million fixed- and
floating-rate notes.

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

The ratings reflect S&P's view of:

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

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

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

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

    The collateral manager's experienced management team.

    "Our projections regarding the timely interest and ultimate
    principal payments on the rated notes, which we assessed using
    our cash flow analysis and assumptions commensurate with the
    assigned ratings under various interest-rate scenarios,
    including LIBOR ranging from 0.34%-12.40%," S&P said.

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

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

   http://standardandpoorsdisclosure-17g7.com/994.pdf

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

Class                  Rating               Amount
                                          (mil. $)
A-1a                   AAA (sf)             343.00
A-1b                   AAA (sf)              10.00
A-2                    AA (sf)               61.75
B (deferrable)         A (sf)                41.75
C (deferrable)         BBB (sf)              24.25
D (deferrable)         BB- (sf)              26.25
Subordinated notes     NR                    56.90

NR-Not rated.


MASTR ASSET 2006-1: Moody's Cuts Ratings on 2 Tranches to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service has downgraded 23 tranches, upgraded one
tranche and confirmed the ratings on two tranches from two RMBS
transactions issued by MASTR Asset Securitization Trust. The
collateral backing these deals primarily consists of first-lien,
fixed-rate prime Jumbo residential mortgages. The actions impact
approximately $125 million of RMBS issued from 2005 and 2006.

Complete rating actions are as follows:

Issuer: MASTR Asset Securitization Trust 2005-2

Cl. 1-A-2, Downgraded to B1 (sf); previously on Apr 29, 2010
Confirmed at Ba3 (sf)

Cl. 1-A-4, Downgraded to Caa1 (sf); previously on Apr 29, 2010
Downgraded to B1 (sf)

Cl. 1-A-5, Downgraded to B1 (sf); previously on May 30, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-6, Downgraded to Ca (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. PO, Downgraded to B3 (sf); previously on Apr 29, 2010
Confirmed at Ba3 (sf)

Cl. 2-A-1, Downgraded to Caa1 (sf); previously on Apr 29, 2010
Confirmed at Ba3 (sf)

Cl. 2-A-2, Downgraded to Caa1 (sf); previously on Apr 29, 2010
Confirmed at Ba3 (sf)

Cl. 3-A-1, Downgraded to B2 (sf); previously on Apr 29, 2010
Confirmed at Ba3 (sf)

Cl. 4-A-1, Downgraded to B1 (sf); previously on Apr 29, 2010
Confirmed at Ba3 (sf)

Cl. A-X, Downgraded to B1 (sf); previously on Apr 29, 2010
Downgraded to Ba3 (sf)

Issuer: MASTR Asset Securitization Trust 2006-1

Cl. 1-A-2, Confirmed at B1 (sf); previously on May 30, 2012 B1
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-5, Downgraded to Ca (sf); previously on May 30, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-6, Downgraded to Caa1 (sf); previously on Apr 29, 2010
Downgraded to B2 (sf)

Cl. 1-A-7, Downgraded to C (sf); previously on Apr 29, 2010
Downgraded to Ca (sf)

Cl. 1-A-8, Downgraded to Caa1 (sf); previously on Apr 29, 2010
Downgraded to B2 (sf)

Cl. 1-A-9, Downgraded to Caa1 (sf); previously on Apr 29, 2010
Downgraded to B2 (sf)

Cl. 1-A-11, Downgraded to Caa1 (sf); previously on Apr 29, 2010
Downgraded to B3 (sf)

Cl. 1-A-14, Upgraded to Caa2 (sf); previously on May 30, 2012 Ca
(sf) Placed Under Review for Possible Upgrade

Cl. 2-A-1, Downgraded to Caa3 (sf); previously on Apr 29, 2010
Downgraded to B3 (sf)

Cl. 2-A-2, Downgraded to Caa3 (sf); previously on Apr 29, 2010
Downgraded to B3 (sf)

Cl. 30-A-X, Downgraded to B3 (sf); previously on Apr 29, 2010
Downgraded to Ba3 (sf)

Cl. 3-A-1, Downgraded to B3 (sf); previously on May 30, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. 3-A-2, Confirmed at Ca (sf); previously on May 30, 2012 Ca
(sf) Placed Under Review for Possible Upgrade

Cl. 4-A-1, Downgraded to Caa1 (sf); previously on Apr 29, 2010
Downgraded to B2 (sf)

Cl. 15-PO, Downgraded to Caa1 (sf); previously on Apr 29, 2010
Downgraded to B3 (sf)

Cl. 15-A-X, Downgraded to Caa1 (sf); previously on Apr 29, 2010
Downgraded to B2 (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.

The actions taken on MASTR Asset Securitization Trust 2006-1 also
reflect the correction of an error in the coding of Moody's cash
flow model. The model that was used for the May 2012 rating action
inappropriately allocated losses to undercollateralized groups
only, rather than applying losses to groups as they were realized.
This error has been fixed, and the rating actions reflect that
change.

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 8.1% 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_SF298024

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


MERRILL LYNCH 2005-CIP1: Moody's Cuts Rating on Cl. G Certs. to C
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of eight classes
and affirmed 11 classes of Merrill Lynch Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2005-CIP1 as
follows:

Cl. A-2, Affirmed at Aaa (sf); previously on Sep 20, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-3A, Affirmed at Aaa (sf); previously on Sep 20, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-3B, Affirmed at Aaa (sf); previously on Sep 20, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed at Aaa (sf); previously on Sep 20, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Sep 20, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Downgraded to Aa3 (sf); previously on Oct 13, 2011
Confirmed at Aaa (sf)

Cl. A-J, Downgraded to Ba1 (sf); previously on Oct 13, 2011
Downgraded to Baa1 (sf)

Cl. B, Downgraded to B2 (sf); previously on Oct 13, 2011
Downgraded to Ba2 (sf)

Cl. C, Downgraded to Caa1 (sf); previously on Oct 13, 2011
Downgraded to B2 (sf)

Cl. D, Downgraded to Caa2 (sf); previously on Oct 13, 2011
Confirmed at Caa1 (sf)

Cl. E, Downgraded to Caa3 (sf); previously on Oct 13, 2011
Confirmed at Caa2 (sf)

Cl. F, Downgraded to Ca (sf); previously on Oct 13, 2011 Confirmed
at Caa3 (sf)

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

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

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

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

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

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

Cl. XP, Affirmed at Aaa (sf); previously on Sep 20, 2005
Definitive Rating Assigned Aaa (sf)

Ratings Rationale

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

The affirmations of the principal classes are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.
The ratings of the IO Classes, Class X-C and X-P, are consistent
with the expected credit performance of their referenced classes
and thus are affirmed.

Moody's rating action reflects a cumulative base expected loss of
12% of the current balance. At last review, Moody's cumulative
base expected loss was 10%. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. 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 U.S. CMBS Conduit Transactions" published in September
2000, and "Moody's Approach to Rating Structured Finance Interest-
Only Securities" published in February 2012.

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

Moody's analysis also incorporated the use of the IO calculator
ver1.1, which uses the following inputs to calculate the proposed
IO rating based on the published methodology: original and current
bond ratings and credit assessments; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type as defined in the
published methodology. The calculator then returns a calculated IO
rating based on both a target and mid-point. For example, a target
rating basis for a Baa3 (sf) rating is a 610 rating factor. The
midpoint rating basis for a Baa3 (sf) rating is 775 (i.e. the
simple average of a Baa3 (sf) rating factor of 610 and a Ba1 (sf)
rating factor of 940). If the calculated IO rating factor is 700,
the CMBS IO calculator would provide both a Baa3 (sf) and Ba1 (sf)
IO indication for consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 34 compared to 30 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated September 28, 2011.

DEAL PERFORMANCE

As of the September 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 29% to $1.5 billion
from $2 billion at securitization. The Certificates are
collateralized by 119 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans representing
38% of the pool. Two loans, representing 2% of the pool, have
defeased and are secured by U.S. Government securities.

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

Ten loans have been liquidated from the pool, resulting in a
realized loss of $41 million (47% overall loss severity).
Currently 14 loans, representing 19% of the pool, are in special
servicing. The largest specially serviced loan is the Highwoods
Portfolio 57 Loan ($100 million -- 6.8% of the pool), which is
secured by a portfolio of 33 class A and B office buildings,
totaling 2 million square feet, located in Tampa, Florida and
Charlotte, North Carolina. The loan was transferred to special
servicing in March 2010 after the borrower was unable to secure
refinancing prior to the loan maturing in August 2010. The note
was restructured into an $100 million A note and a $60 million B
note in May 2011, and the maturity was extended until May 2014. As
of June 2012, the portfolio was 60% leased, compared to 62% in
June 2011, and 80% at securitization.

The remaining 13 specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $107 million
loss for the specially serviced loans (58% expected loss on
average).

Moody's has assumed a high default probability for 15 poorly
performing loans representing 11% of the pool and has estimated an
aggregate $29 million loss (18% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 operating results for 90%
of the pool. Excluding special serviced and troubled loans,
Moody's weighted average LTV is 100% compared to 100% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 8% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.0%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.42X and 1.07X, respectively, compared to
1.43X and 1.05X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three performing conduit loans represent 17% of the pool.
The largest loan is the Glenbrook Square Mall Loan ($165 million -
- 11.3% of the pool), which is secured by a 1.2 million square
foot (873,230 square feet of loan collateral) regional mall
located in Fort Wayne, Indiana that is owned by an affiliate of
General Growth Properties Inc. (GGP). This loan was transferred to
special servicing after GGP's bankruptcy filing in April 2009.
Subsequent to a modification in January 2010, the loan was
returned to the master servicer in May 2010. This loan is also
subject to the 1% workout fee associated with the modification
agreement at the time the loan is paid off. The mall is anchored
by Macy's, JC Penney and Sears. As of December 2011, in-line
occupancy was 87% compared to 88% at last review. Moody's LTV and
stressed DSCR are 119% and 0.80X, respectively, compared to 113%
and 0.84X at last review.

The second largest loan is the Residence Inn Hotel Portfolio 1
Loan ($48 million -- 3.3%), which is secured by four limited
service hotels located in New York, Florida and Texas. Performance
has improved since last review although his still is operating
below original expectations. The weighted average occupancy for
the portfolio was 73% as of December 2011 compared to 70% at the
prior review and 78% at securitization. Moody's LTV and stressed
DSCR are 134% and 0.97X, respectively, compared to 139% and 0.93X
at last review.

The third largest loan is the San Antonio Portfolio Loan ($37
million -- 2.6% of the pool), which is secured by a nine cross-
collateralized and cross-defaulted retail centers and one self
storage facility located throughout Texas. Two of the retail
centers are anchored centers and represent 50% of the portfolio's
gross leasable area. The weighted average occupancy for the
portfolio was 85% as of December 2011, same as the prior review.
Performance remains stable and there is limited near term lease
expirations. Moody's LTV and stressed DSCR are 93% and 1.10X,
respectively, compared to 94% and 1.09X at last review.


MORGAN STANLEY 2000-F1: Fitch Affirms 'C' Rating on 3 Note Classes
------------------------------------------------------------------
Fitch Ratings has taken the following rating actions on Morgan
Stanley Dean Witter (MSDW) Mortgage Capital Owner Trust, Series
2000-F1 as follows:

  -- Class B affirmed at 'BBBsf'; Outlook to Positive from Stable;
  -- Class C affirmed at 'BBsf'; Outlook Stable;
  -- Class D affirmed at 'Bsf'; Outlook Stable;
  -- Class E affirmed at 'Csf'/RE 100%;
  -- Class F affirmed at 'Csf'/RE 100%;
  -- Class G affirmed at 'Csf'/RE 100%.

The affirmations reflect each class of notes' ability to pass
stress case scenarios consistent with the current rating levels.
The revision to a Positive Outlook for class B reflects the large
concentration in defeased collateral which should provide for
stable performance.  Further, Fitch's current expectation is for
full recovery of principal for classes E, F, and G.

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


N-STAR REAL: Fitch Junks Rating on Four Note Classes
----------------------------------------------------
Fitch Ratings has downgraded four and affirmed three classes of N-
Star Real Estate CDO V (N-Star V) as a result of negative credit
migration on the underlying collateral.

Since Fitch's last rating action in October 2011, approximately
51.4% of the collateral has been downgraded.  Currently, 96.3% of
the portfolio has a Fitch derived rating below investment grade
and 69.1% has a rating in the 'CCC' category and below, compared
to 86% and 54.1%, respectively, at the last rating action.  Over
this period, the class A-1 notes have received $91.9 million in
pay downs.

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

Breakeven levels for the class A through F notes were below the SF
PCM's 'CCC' default level, the lowest level of defaults projected
by SF PCM. For these classes, Fitch analyzed the class'
sensitivity to the default of the distressed assets ('CCC' and
below).  Given the high probability of default of the underlying
assets and the expected limited recovery prospects upon default,
the class A notes have been downgraded to 'CCsf', indicating that
default is probable.  Similarly, the class B and C notes have been
downgraded and the class D through F notes affirmed at 'Csf',
indicating that default is inevitable.

Furthermore, the transaction continues to divert all principal
proceeds to pay interest rate hedge payments and current interest
due on the class A notes, effectively reducing the amount of
principal proceeds available to pay down the outstanding balance
of the notes.

N-Star V is a collateralized debt obligation (CDO) which closed
Sept. 22, 2005.  The transaction ended its reinvestment period on
Sept. 22, 2010.  The portfolio is composed of 87% commercial
mortgage-backed securities (CMBS), 10.8% SF CDOs, and 2.2% real
estate investment trust debt (REIT).  N-Star V is currently
overcollateralized by $76.9 million, primarily as a result of
collateral purchases at a discount during the reinvestment period.

Fitch has downgraded the following classes as indicated:

  -- $178,341,860 class A-1 notes to 'CCsf' from 'Bsf';
  -- $46,472,397 class A-2 notes to 'CCsf' from 'CCCsf';
  -- $40,935,261 class B notes to 'Csf' from 'CCsf';
  -- $18,813,598 class C notes to 'Csf' from 'CCsf'.

Fitch has affirmed the following classes as indicated:

  -- $16,113,898 class D notes at 'Csf';
  -- $5,091,416 class E notes at 'Csf';
  -- $13,928,300 class F notes at 'Csf'.


NATIONAL COLLEGIATE 2006-2: S&P Cuts Class B Notes Rating to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B notes from National Collegiate Student Loan Trust 2006-2 to 'D
(sf)' from 'CC (sf)'. The ratings on the other classes in this
transaction remain unchanged.

"We lowered our rating to 'D (sf)' because the affected class did
not receive any interest payment on the Sept. 25, 2012,
distribution date. The series 2006-2 transaction breached its
class B note interest trigger because it failed both its
cumulative default and parity tests. The cumulative default test
failed because cumulative defaults were 33.43% (as of Aug. 31,
2012), which is above the current applicable threshold of 33.25%.
The parity test failed because the aggregate outstanding balance
of the class A note exceeded the sum of the collateral balance
plus the amounts on deposit in the reserve account. The
transaction's parity was 94.81% as of Aug. 31, 2012. The increase
in defaults and declines in parity reflect the effect that the
continuing poor collateral performance has had on this trust," S&P
said.

"When the transaction's class B note interest trigger is in
effect, interest payments on the class B and C notes will be
subordinated to the payment of principal on the class A notes.
This caused an interest shortfall to the class B notes on the
Sept. 25, 2012, distribution date. The transaction tests the class
B note interest trigger monthly, and although we deem it unlikely,
it can cure the breach if it passes the appropriate parity test on
a subsequent distribution date. Actual cumulative defaults now
exceed the highest maximum cumulative default test for this
transaction. We lowered our rating on the class B notes to 'CC
(sf)' on April 5, 2012, due to adverse collateral performance
leading to declines in parity," S&P said.

"We believe this transaction will continue to breach its class B
note interest trigger for the foreseeable future due to the
continued adverse performance trends of the underlying pool of
private student loans, including the accelerated pace at which the
transaction has been realizing defaults. The transaction may draw
on its reserve account to cover fees to the servicer, trustee,
paying agent, and administrator, as well as backup administrator
fees and expenses, and class A, B, and C note interest when no
triggers are in effect. However, when a class B note interest
trigger is in effect, the transaction cannot draw on the reserve
account to cover interest payments to the class B or C notes," S&P
said.

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com


NAVIGATOR CDO 2005: S&P Hikes Ratings on 2 Note Classes From 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised and removed from
CreditWatch with positive implications its ratings on the class A-
2, B-1, B-2, C-1, and C-2 notes from Navigator CDO 2005 Ltd., a
collateralized loan obligation (CLO) transaction. "At the same
time, we affirmed our ratings on the class A-1A and A-1B notes.
The transaction is currently managed by GE Capital Debt Advisors
LLC. However, GE Capital Debt Advisors LLC has advised us that
collateral management responsibilities will be transferred to CIFC
Asset Management on Sept. 24, 2012," S&P said.

"The rating actions follow our performance review of the
transaction and primarily reflect $210.2 million in paydowns on
the class A-1A and A-1B notes, to 26% and 31% of their original
balances respectively. The paydowns have led to a significant
increase in overcollateralization (O/C) available to support the
notes since our October 2011 rating actions, when we raised our
ratings on all classes of notes. The class A, B, and C O/C ratios
have increased by 33.2%, 15.4% and 7.7% since the September 2011
trustee report which we referenced for our October 2011 rating
actions," S&P said.

"The increased credit support is primarily due to the increased
O/C. The amount of defaulted obligations ($10.6 million) and CCC
rated obligations ($24.8 million) held in the transaction's
underlying portfolio has not changed significantly since our last
rating actions. Another positive factor in our analysis includes
the increased weighted-average spread as the asset profile changes
due to 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

Navigator CDO 2005 Ltd.
                              Rating
Class                   To           From
A-2                     AAA (sf)     AA+ (sf)/Watch Pos
B-1                     AA+ (sf)     BBB (sf)/Watch Pos
B-2                     AA+ (sf)     BBB (sf)/Watch Pos
C-1                     BBB+ (sf)    B+ (sf)/Watch Pos
C-2                     BBB+ (sf)    B+ (sf)/Watch Pos

RATINGS AFFIRMED

Navigator CDO 2005 Ltd.

Class                   Rating
A-1A                    AAA (sf)
A-1B                    AAA (sf)


NYLIM FLATIRON: Moody's Raises Rating on Class D Notes From Ba1
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by NYLIM Flatiron CLO 2004-1 LTD.:

US$21,000,000 Class C Deferrable Floating Rate Notes Due 2016,
Upgraded to Aaa (sf); previously on March 23, 2012 Upgraded to
Aa1 (sf)

US$26,250,000 Class D Deferrable Floating Rate Notes Due 2016
(current outstanding balance of $24,501,068), Upgraded to Baa3
(sf); previously on March 23, 2012 Upgraded to Ba1 (sf)

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in March 2012. Moody's notes that the Class A
Notes have been paid down by approximately 92% or $51.1 million
since the last rating action. Based on the latest trustee report
dated September 14, 2012, the Class A/B, Class C and Class D
overcollateralization ratios are reported at 389.75%, 183.33% and
113.31%, respectively, versus March 2012 levels of 167.45%,133.27%
and 107.63% respectively.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since the last rating action. Based on the September 2012 trustee
report, the weighted average rating factor is currently 3055
compared to 2684 in March 2012.

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 $66.9 million,
defaulted par of $8.3 million, a weighted average default
probability of 12.07% (implying a WARF of 2492), a weighted
average recovery rate upon default of 49.39%, and a diversity
score of 22. 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.

NYLIM FLATIRON CLO 2004-1 LTD., issued in October 2004, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

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

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

Moody's Adjusted WARF -- 20% (1994)

Class C: 0
Class D: +2

Moody's Adjusted WARF + 20% (2990)

Class C: 0
Class D: -1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of 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 continue and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and/or
collateral sales by the manager, which may have significant impact
on the notes' ratings.

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


PEACHTREE FRANCHISE: Fitch Affirms 'Dsf' Rating on Three Notes
--------------------------------------------------------------
Fitch Ratings has taken the following rating actions on Peachtree
Franchise Loan Notes, Series 1999-A as follows:

  -- Class A-2 affirmed at 'BBBsf'; Outlook Stable;
  -- Class B affirmed at 'Bsf'; Outlook Stable;
  -- Class C affirmed 'Dsf'; RE 20%;
  -- Class D affirmed 'Dsf'; RE 0%;
  -- Class E affirmed 'Dsf'; RE 0%.

The affirmations reflect each class of notes' ability to pass
stress case scenarios consistent with the current rating levels.
Fitch's current recovery estimate for class C is 20%.  The
estimate of zero for classes D and E reflects Fitch's expectations
that no further principal will be paid to those classes.

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




PPLUS TRUST: Moody's Cuts Rating on Class A Trust Certs. to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of the
following certificates issued by PPLUS Trust Series RRD-1:

$60,000,000 PPLUS 6.30% Class A Trust Certificates; Downgraded to
Ba3; previously on June 14, 2012 Downgraded to Ba2

$60,000,000 Notional Principal PPLUS 0.325% Class B Trust
Certificates; Downgraded to Ba3; previously on June 14, 2012
Downgraded to Ba2

Ratings Rationale

The transaction is a structured note whose ratings are based on
the rating of the Underlying Securities and the legal structure of
the transaction. The rating actions are a result of the change of
the rating of the Underlying Securities which are the 6.625%
Senior Debentures due April 15, 2029 issued by R.R. Donnelley &
Sons Company which were downgraded by Moody's to Ba3 on September
19, 2012.

The principal methodology used in this rating was "Moody's
Approach to Rating Repackaged Securities" published in April 2010.

Moody's conducted no additional cash flow analysis or stress
scenarios because the ratings are a pass-through of the rating of
the underlying security.

Moody's says that the underlying securities are subject to a high
level of macroeconomic uncertainty, which is manifest in uncertain
credit conditions across the general economy. Because these
conditions could negatively affect the ratings on the underlying
securities, they could also negatively impact the ratings on the
note.

REAL ESTATE: Moody's Affirms 'Caa2' Rating on Class L Certs.
------------------------------------------------------------

Moody's Investors Service affirmed the ratings of 18 classes of
Real Estate Asset Liquidity Trust Commercial Mortgage Pass-Through
Certificates, Series 2007-1 as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Apr 26, 2007
Definitive Rating Assigned Aaa (sf)

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

Cl. B, Affirmed at Aa2 (sf); previously on Apr 26, 2007 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at A2 (sf); previously on Apr 26, 2007 Definitive
Rating Assigned A2 (sf)

Cl. D-1, Affirmed at Baa2 (sf); previously on Apr 26, 2007
Definitive Rating Assigned Baa2 (sf)

Cl. D-2, Affirmed at Baa2 (sf); previously on Apr 26, 2007
Definitive Rating Assigned Baa2 (sf)

Cl. E-1, Affirmed at Baa3 (sf); previously on Apr 26, 2007
Definitive Rating Assigned Baa3 (sf)

Cl. E-2, Affirmed at Baa3 (sf); previously on Apr 26, 2007
Definitive Rating Assigned Baa3 (sf)

Cl. F, Affirmed at Ba1 (sf); previously on Apr 26, 2007 Definitive
Rating Assigned Ba1 (sf)

Cl. G, Affirmed at Ba2 (sf); previously on Apr 26, 2007 Definitive
Rating Assigned Ba2 (sf)

Cl. H, Affirmed at Ba3 (sf); previously on Apr 26, 2007 Definitive
Rating Assigned Ba3 (sf)

Cl. J, Affirmed at B1 (sf); previously on Apr 26, 2007 Definitive
Rating Assigned B1 (sf)

Cl. K, Affirmed at B3 (sf); previously on Jan 28, 2011 Downgraded
to B3 (sf)

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

Cl. XP-1, Affirmed at Aaa (sf); previously on Apr 26, 2007
Definitive Rating Assigned Aaa (sf)

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

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

Cl. XC-2, Affirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale

The affirmations for the 14 principal bonds are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed DSCR and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings.

The ratings of the four interest-only class, Class XC-1, XC-2, XP-
1 and XP-2, are consistent with the expected credit performance of
their referenced classes and thus are affirmed.

Moody's rating action reflects a cumulative base expected loss of
1.7% of the current pooled balance, which is the same as at last
review. Moody's provides a current list of base expected losses
for conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. 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 Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating Canadian CMBS" published in May 2000,
and "Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

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

Moody's review also utilized the IO calculator ver1.1, which uses
the following inputs to calculate the proposed IO rating based on
the published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 24 compared to 25 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated November 3, 2011.

Deal Performance

As of the September 12, 2012 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 14% to $441
million from $514 million at securitization. The Certificates are
collateralized by 66 mortgage loans ranging in size from less than
1% to 9% of the pool, with the top ten loans representing 57% of
the pool. A portion of one loan, representing less than 1% of the
pool, has defeased and is secured by Canadian Government
securities. Three loans, representing 22% of the pool, have
investment grade credit assessments.

Four loans, representing 6% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

The pool has not experienced any realized losses to date. Two
loans, representing 2% of the pool, are currently in special
servicing. The largest specially serviced loan is the Impero
Properties Loan ($9 million --1.9%), which is a three building
office complex located in Edmonton, Alberta. The loan transferred
to special servicing in September 2010 due to the borrower placing
$3 million of unauthorized subordinate debt on the property. The
loan is currently 90+ days delinquent. The borrower is remitting a
portion of the property's cash flow to the lender, but is using
the majority of the cash flow to fund property improvements during
the sale process. Proceeds from the pending sale price are
expected to be sufficient to repay the loan in full. The servicer
has not recognized an appraisal reduction for either specially
serviced loan, while Moody's has estimated a small loss (less than
$1 million) for one of the specially serviced loans.

Moody's has assumed a high default probability for three poorly
performing loans representing 3% of the pool and has estimated a
$1 million aggregate loss (10% expected loss based on a 40%
probability default) from these troubled loans.

Moody's was provided with full year 2011 and partial year 2012
operating results for 94% and 16% of the conduit, respectively.
The conduit portion of the pool excludes specially serviced,
troubled and defeased loans as well as the three loans with credit
assessments. Moody's weighted average conduit LTV is 83% compared
to 85% at Moody's prior review. Moody's net cash flow reflects a
weighted average haircut of 10% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.1%.

Moody's actual and stressed conduit DSCRs are 1.41X and 1.30X,
respectively, compared to 1.43X and 1.31X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The largest loan with a credit assessment is the Atrium Pooled
Interest Loan ($39 million -- 8.8% of the pool), which is secured
by a 1.05 million square foot (SF) mixed-use complex located in
Toronto, Ontario. The loan is a pari passu interest in a $116
million A-Note. There is also a $74 million B-Note secured by the
property that is not part of this transaction. The collateral was
98% leased as of March 2012, which is the same as at last review.
H&R REIT acquired the subject property from Hines for
approximately $345 million or $329 PSF in June 2011. Moody's
current credit assessment and stressed DSCR are A2 and 1.78X,
respectively, compared to A2 and 1.73X at last review.

The second largest loan with a credit assessment is the Langley
Power Centre Loan ($38 million -- 8.7% of the pool), which is
secured by a 228,000 SF anchored retail center located in Langley,
British Columbia. The property was 97% leased as of January 2012
compared to 91% at last review. The loan is 100% recourse to
RioCan Real Estate Investment Trust. Moody's current credit
assessment and stressed DSCR are Baa2 and 1.0X, respectively,
compared to Baa2 and 0.93X at last review.

The third loan with a credit assessment is the PDC Senior Interest
Loan ($19 million -- 4.3% of the pool), which is secured by a
165,000 SF office property located in Verdun, Quebec. The property
is fully leased to the Yellow Pages Group through December 2017.
Moody's current credit assessment and stressed DSCR are Baa3 and
1.42X, respectively, compared to Baa3 and 1.40X at last review.

The top three performing conduit loans represent 20% of the pool
balance. The largest loan is the Conundrum Portfolio Loan ($36
million -- 8.2% of the pool), which is secured by a 15 property
portfolio containing nine industrial, five unanchored retail and
one office property - all located in Ontario. The portfolio was
95% leased as of March 2012 compared to 97% at last review.
Moody's LTV and stressed DSCR are 104% and 0.99X, compared to 100%
and 1.03X at last review.

The second largest loan is the APT Mississauga Office Loan ($29
million -- 6.6% of the pool), which is secured by two office/flex
properties, one office and one industrial property, all located in
Mississauga, Ontario. The portfolio was 95% leased at 2011 YE,
which is the same as at last review. Moody's LTV and stressed DSCR
are 85% and 1.15X, respectively, compared to 91% and 1.07X at last
review.

The third largest loan is the Sundance Pooled Interest Loan ($25
million -- 5.7% of the pool), which is secured by a 180,000 SF
office building located in Calgary, Alberta. The property was 100%
leased as of March 2012, which is the same as last review and
securitization. Moody's LTV and stressed DSCR are 100% and 0.95X,
respectively, which is the same as at last review.


ROCK 2001-C1: Moody's Lowers Rating on Class L Certs. to 'Ca'
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
and affirmed six classes of ROCK 2001-C1, Series 2001-C1
Commercial Mortgage Pass-Through Certificates as follows:

Cl. F, Affirmed at Aaa (sf); previously on Feb 24, 2011 Confirmed
at Aaa (sf)

Cl. G, Affirmed at Baa2 (sf); previously on Feb 24, 2011
Downgraded to Baa2 (sf)

Cl. H, Affirmed at B1 (sf); previously on Sep 29, 2011 Downgraded
to B1 (sf)

Cl. J, Downgraded to Caa2 (sf); previously on Feb 24, 2011
Downgraded to Caa1 (sf)

Cl. K, Downgraded to Caa3 (sf); previously on Feb 24, 2011
Downgraded to Caa2 (sf)

Cl. L, Downgraded to Ca (sf); previously on Feb 24, 2011
Downgraded to Caa3 (sf)

Cl. M, Affirmed at C (sf); previously on Feb 24, 2011 Downgraded
to C (sf)

Cl. N, Affirmed at C (sf); previously on Feb 24, 2011 Downgraded
to C (sf)

Cl. X2, Affirmed at Caa2 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf)

Ratings Rationale

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

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

Moody's rating action reflects a cumulative base expected loss of
31.0% of the current balance compared to 16.6% at last review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

Moody's review also incorporated the CMBS IO calculator ver1.1
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.1
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 5 compared to 8 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v8.5 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

Deal Performance

As of the September 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 92% to $72.5
million from $908.2 million at securitization. The Certificates
are collateralized by 11 mortgage loans ranging in size from less
than 1% to 29% of the pool, with the top ten loans representing
99% of the pool.

Three loans are on the master servicer's watchlist, representing
10% of the pool. The watchlist includes loans which meet certain
portfolio review guidelines established as part of the CRE Finance
Council (CREFC) monthly reporting package. As part of its ongoing
monitoring of a transaction, Moody's reviews the watchlist to
assess which loans have material issues that could impact
performance.

Six loans have been liquidated since securitization, generating a
loss of $13.4 million (35% average loss severity). Currently,
there are six loans in special servicing, representing 86% of the
pool. The largest specially serviced loan is the IDT Building Loan
($21.2 million -- 29% of the pool), which is secured by a 444,000
square foot (SF) Class B office building located in downtown
Newark, New Jersey. The loan transferred to special servicing for
the second time in January 2011 due to the borrower withholding
from the trust $4.0 million in funds received from an insurance
policy for water damage to property. The funds were remitted to
the trust in July 2011. The building originally served as
headquarters for IDT Corp, a telecommunications company, which
vacated in February 2009. With the lease scheduled to expire in
2018, the tenant continues to pay rent. The borrower has been
actively marketing the space but has been unable to secure a long
term lease. In August 2012, the borrower and the tenant filed a
lawsuit against the trust, whereby the Borrower and tenant seek
declaratory judgment that will allow for the termination of the
lease. The loan remains current and the master servicer has not
recognized any appraisal reduction for this loan.

The remaining specially serviced loans are secured by a mix of
property types. Three loans are REO or are in the process of
foreclosure. Two loans are 90+ days delinquent. The master
servicer has recognized a $5.3 million aggregate appraisal
reduction for two out of the six loans in special servicing.
Moody's estimates an aggregate $22.2 million loss (36% expected
loss on average) loss for all of the specially serviced loans.

Moody's has assumed a high default probability for one poorly
performing loan, representing 2% of the pool, and has estimated a
$482,000 loss (30% expected loss based on a 75% probability
default) from this troubled loan.

Based on the most recent remittance statement, Classes J through O
have experienced cumulative interest shortfalls totaling $6.15
million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced and troubled loans. Interest shortfalls are
caused by special servicing fees, including workout and
liquidation fees, appraisal subordinate entitlement reductions
(ASERs) and extraordinary trust expenses.

Excluding specially serviced loans, Moody's was provided with full
year 2011 and partial year 2012 operating results for 100% and 84%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average conduit LTV is 66% compared to 90% at
Moody's prior. Moody's net cash flow (NCF) reflects a weighted
average haircut of 7.0% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.25%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed conduit DSCRs are 1.21X and 1.81X, respectively,
compared to 1.05X and 1.35X at last review. Moody's actual DSCR is
based on Moody's net cash flow and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three conduit loans represent approximately 10% of the
pool. The largest loan is the Stone Creek Apartments Loan ($4.1
million -- 5.6% of the pool), which is secured by a 132-unit
multifamily property located in Moraine, Ohio. The loan has passed
its May 2011 anticipated repayment date (ARD) and has been
accruing an additional 2% of interest, which is being added to the
principal. The final maturity is in May 2031. Property performance
has declined since last review due to a decrease in rental revenue
and an increase operating expenses. As of June 2012, the property
was 86% leased compared to 88% at last review. The loan is on the
master servicer's watch list. Moody's LTV and stressed DSCR are
91% and 1.08X, respectively, compared to 92% and 1.08X at last
review.

The second largest conduit is the Villa Del Lago Apartment Loan
($1.77 million -- 2.4% of the pool), which is secured by a 216-
unit multi-family property located in Shreveport, Louisiana. As of
the March 2012, the property was 99% leased. Moody's LTV and
stressed DSCR are 38% and 1.4X, respectively, compared to 42% and
1.41X at last review.

The third largest conduit loan is the West Carmel Drive Office
Building Loan ($1.64 million -- 2.3% of the pool), which is
secured by a 31,000 SF office building located in Caramel,
Indiana. The largest tenant is Trinity Holmes, which leases 69% of
the net rentable space through October 2012. Per the servicer, the
tenant has indicated that it will not be renewing its lease next
month. Moody's valuation reflects a stabilized net cash flow.
Moody's LTV and stressed DSCR are 126% and 0.86X, respectively,
compared to 47% and 2.35X at last review.
Announcement: Moody's affirms the West Windsor-Plainsboro Regional
School District's (NJ) Aa1 rating after debt service payment is
delayed.


SANTANDER CONSUMER: Moody's Lifts Ratings on 2 Tranches From Ba2
----------------------------------------------------------------
Moody's Investors Service has upgraded 11 subordinate tranches
from three 2011 subprime auto loan transactions sponsored and
serviced by Santander Consumer USA Inc. (SCUSA)

Complete rating actions are as follows:

Issuer: Santander Consumer Acquired Receivables Trust 2011-S1

Class B, Upgraded to Aaa (sf); previously on Jun 28, 2012 Aa1 (sf)
Placed Under Review for Possible Upgrade

Class C, Upgraded to A1 (sf); previously on Jun 28, 2012 A2 (sf)
Placed Under Review for Possible Upgrade

Class D, Upgraded to Baa1 (sf); previously on Jun 28, 2012 Baa2
(sf) Placed Under Review for Possible Upgrade

Issuer: Santander Drive Auto Receivables Trust 2011-1

Cl. B, Upgraded to Aaa (sf); previously on Jun 28, 2012 Aa1 (sf)
Placed Under Review for Possible Upgrade

Cl. C, Upgraded to Aa1 (sf); previously on Jun 28, 2012 A1 (sf)
Placed Under Review for Possible Upgrade

Cl. D, Upgraded to A1 (sf); previously on Jun 28, 2012 Baa2 (sf)
Placed Under Review for Possible Upgrade

Cl. E, Upgraded to Baa3 (sf); previously on Jun 28, 2012 Ba2 (sf)
Placed Under Review for Possible Upgrade

Issuer: Santander Drive Auto Receivables Trust 2011-2

Cl. B, Upgraded to Aaa (sf); previously on Jun 28, 2012 Aa1 (sf)
Placed Under Review for Possible Upgrade

Cl. C, Upgraded to Aa1 (sf); previously on Jun 28, 2012 A1 (sf)
Placed Under Review for Possible Upgrade

Cl. D, Upgraded to A1 (sf); previously on Jun 28, 2012 Baa2 (sf)
Placed Under Review for Possible Upgrade

Cl. E, Upgraded to Baa3 (sf); previously on Jun 28, 2012 Ba2 (sf)
Placed Under Review for Possible Upgrade

Ratings Rationale

The upgrades of the 2011-1 and 2011-2 transactions were driven by
the buildup of credit enhancement due to the sequential pay
structure and stabilizing performance in recent months. The
current lifetime cumulative net loss expectation of 13% for the
2011-1 and 2011-2 transactions is higher than Moody's original
expectation of 12% but is lower than the revised loss expectation
of 15% set in December 2011.

Securities from Santander Consumer Acquired Receivables Trust
2011-S1, which is a re-securitization of the overcollateralization
of CitiFinancial Auto Issuance Trust 2009-1, were also upgraded
due to the reduction in Moody's lifetime expected loss of the
underlying CitiFinancial transaction to 6% from 7%. Additionally,
each tranche's target enhancement level is broken out into two
portions. One part is calculated based on the current pool balance
and the other is based on the original pool balance. The portion
of the target enhancement level that is based on the original pool
balance is non-declining. This will enable the tranches' level of
credit enhancement to increase over time.

The actions on the longer maturing subordinate securities also
took into account the deteriorating credit of Banco Santander
S.A., the parent of the servicer, and the possible effect this can
have on the servicing of the securitizations. Banco Santander's
Baa2/P-2 ratings are on review for possible downgrade due in part
to the current macroeconomic volatility in Europe and specifically
Spain. Part of the uncertainty has been mitigated by the reduction
of the cash commingling period to two days due to the downgrade of
the parent's short term rating from to P-2 from P-1. SCUSA, as
servicer, can commingle cash collections with its own funds but
must deposit all cash collections into a collection account within
two business days of processing. Additional mitigants included the
high seasoning and the tranche level build-up of credit
enhancement associated with the affected transactions in the
context of expected pool losses.

Below are key performance metrics (as of the August 2012
distribution date) and credit assumptions for each affected
transaction. Credit assumptions include Moody's expected lifetime
CNL expected range which is expressed as a percentage of the
original pool balance. Performance metrics include pool factor
which is the ratio of the current collateral balance to the
original collateral balance at closing; total credit enhancement,
which typically consists of subordination, overcollateralization,
and a reserve fund; and per annum excess spread.

Issuer: Santander Drive Auto Receivables Trust 2011-1

Lifetime CNL expected loss - 13.00%, prior expectation (June
2012) -- 13.00% - 15.00%

Lifetime Remaining CNL expectation - 12.58%;

Aaa Level -- Approximately 40.00%

Pool factor -- 56.13%

Total credit enhancement (excluding excess spread ): Class A -
70.22%, Class B - 50.63%, Class C - 39.94%, Class D -23.91%,
Class E - 18.56%

Excess spread -- Approximately 9.7% per annum

Issuer: Santander Drive Auto Receivables Trust 2011-2

Lifetime CNL expected loss - 13.00%, prior expectation (June
2012) - 13.00% - 15.00%

Lifetime Remaining CNL expectation - 13.43%

Aaa level - Approximately 40.00%

Pool factor -- 59.27%

Total credit enhancement (excluding excess spread ): Class A --
67.31%, Class B -- 48.75%, Class C -- 38.62%, Class D -- 23.44%,
Class E -- 18.37%

Excess spread -- Approximately 9.65% per annum

Issuer: Santander Consumer Acquired Receivables Trust 2011-S1
(underlying CitiFinancial Auto Issuance Trust 2009-1)

Lifetime CNL expected loss - 6.00%, prior expectation (June 2011)
- 6.00% - 6.50%

Lifetime Remaining CNL expectation - 5.01%

Aaa level - Approximately 25.00%

Pool factor -- 29.14%

Total credit enhancement (excluding excess spread ): Class A -
45.25%, Class B -- 27.45%, Class C -- 13.95%, Class D -- 10.23%

Excess spread -- Approximately 8.9% per annum

Ratings on the notes may be downgraded if the lifetime CNL
expectation is increased by 10%.

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

Primary sources of assumption uncertainty are the current
macroeconomic environment, in which unemployment continues to
remain at elevated levels, and strength in the used vehicle
market. Moody's currently views the used vehicle market as much
stronger now than it was at the end of 2008 when the uncertainty
relating to the economy as well as the future of the U.S auto
manufacturers was significantly greater. Overall, Moody's expects
overall a sluggish recovery in most of the world's largest
economies, returning to trend growth rate with elevated fiscal
deficits and persistent unemployment levels.

The principal methodology used in these ratings was "Moody's
Approach to Rating U.S. Auto Loan Backed Securities" published in
May 2011.


SAXON ASSET 2005-1: S&P Raises Rating on Class B-3 to 'CC(sf)'
--------------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on class
B-3 from Saxon Asset Securities Trust 2005-1 by raising it to 'CC
(sf)' from 'D (sf)' (see list). The underlying collateral for this
transaction consists of subprime mortgage loans.

"On April 23, 2009, we incorrectly lowered our rating on class B-3
to 'D (sf)' based on the trustee's March 2009 remittance report,
which indicated that this class had experienced a principal
writedown in the amount of $142,840. However, the trustee
subsequently issued a revised remittance report that removed the
realized loss previously allocated to this class since the class
cannot be allocated any losses under the terms of the
transaction," S&P said.

The corrected rating reflects our analysis that the current
undercollateralization of this transaction as of the August 2012
remittance period will likely continue for the life of the
transaction.

            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 CORRECTED

Saxon Asset Securities Trust 2005-1
                                    Rating
Class  CUSIP       Current    04/23/09  Pre 04/23/09
B-3    805564RV5   CC (sf)    D (sf)    CC (sf)


SCHOONER TRUST: Moody's Affirms 'Caa2' Rating on Class L Certs.
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed 12 classes of Schooner Trust Commercial Mortgage Pass-
Through Certificates, Series 2007-7 as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Mar 6, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Mar 6, 2007
Definitive Rating Assigned Aaa (sf)

Cl. B, Upgraded to Aa1 (sf); previously on Mar 6, 2007 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Upgraded to A1 (sf); previously on Mar 6, 2007 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed at Baa2 (sf); previously on Mar 6, 2007 Definitive
Rating Assigned Baa2 (sf)

Cl. E, Affirmed at Baa3 (sf); previously on Mar 6, 2007 Definitive
Rating Assigned Baa3 (sf)

Cl. F, Affirmed at Ba1 (sf); previously on Mar 6, 2007 Definitive
Rating Assigned Ba1 (sf)

Cl. G, Affirmed at Ba2 (sf); previously on Mar 6, 2007 Definitive
Rating Assigned Ba2 (sf)

Cl. H, Affirmed at Ba3 (sf); previously on Mar 6, 2007 Definitive
Rating Assigned Ba3 (sf)

Cl. J, Affirmed at B2 (sf); previously on Oct 22, 2009 Downgraded
to B2 (sf)

Cl. K, Affirmed at Caa1 (sf); previously on Oct 22, 2009
Downgraded to Caa1 (sf)

Cl. L, Affirmed at Caa2 (sf); previously on Oct 22, 2009
Downgraded to Caa2 (sf)

Cl. XP, Affirmed at Aaa (sf); previously on Mar 6, 2007 Definitive
Rating Assigned Aaa (sf)

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

Ratings Rationale

The upgrades are due to increased subordination resulting from
loan payoffs and amortization and overall stable pool performance.

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

Moody's rating action reflects a cumulative base expected loss of
2.5% of the current balance. At last review, Moody's cumulative
base expected loss was 2.2%. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. 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 U.S. CMBS Conduit Transactions" published in September
2000, "Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012, and "Moody's Approach to
Rating Canadian CMBS" published in May 2000.

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

Moody's review also incorporated the CMBS IO calculator ver1.1,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit assessments; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type as defined in the
published methodology. The calculator then returns a calculated IO
rating based on both a target and mid-point. For example, a target
rating basis for a Baa3 (sf) rating is a 610 rating factor. The
midpoint rating basis for a Baa3 (sf) rating is 775 (i.e. the
simple average of a Baa3 (sf) rating factor of 610 and a Ba1 (sf)
rating factor of 940). If the calculated IO rating factor is 700,
the CMBS IO calculator ver1.1 would provide both a Baa3 (sf) and
Ba1 (sf) IO indication for consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 21 compared to 29 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated 20 October 2011.

Deal Performance

As of the September 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 30% to $298 million
from $428 million at securitization. The Certificates are
collateralized by 49 mortgage loans ranging in size from less than
1% to 13% of the pool, with the top ten loans representing 53% of
the pool.

Eight loans, representing 9% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

One loan has been liquidated from the pool, resulting in an $6,000
loss (1% loss severity). There are currently no loans in special
servicing. Based on the most recent remittance report the deal has
$10,871 of cumulate interest shortfalls, which are contained to
the non-rated class.

Moody's has assumed a high default probability for three poorly
performing loans representing 5% of the pool and has estimated an
aggregate $2 million loss (16% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 operating results for 86%
of the pool's loans. Excluding troubled loans, Moody's weighted
average LTV is 83%, the same as Moody's prior review. Moody's net
cash flow reflects a weighted average haircut of 12% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.1%.

Excluding troubled loans, Moody's actual and stressed DSCRs are
1.53X and 1.32X, respectively, compared to 1.51X and 1.28X at last
review. Moody's actual DSCR is based on Moody's net cash flow
(NCF) and the loan's actual debt service. Moody's stressed DSCR is
based on Moody's NCF and a 9.25% stressed rate applied to the loan
balance.

The top three performing conduit loans represent 29% of the pool
balance. The largest loan is the MTS Building Loan ($38.6 million
-- 12.9% of the pool), which is secured by two adjacent office
buildings located in Winnipeg, Manitoba. One of the two buildings
serves as MTS Allstream's corporate headquarters. MTS is the
largest telecommunications company in Manitoba and the 4th largest
company in Canada. MTS occupies 89% of the net rentable area (NRA)
under a lease that runs through December 2021. The property was
100% leased on June 1, 2012, which is the same as last review and
at securitization. Moody's LTV and stressed DSCR are 96% and
0.98X, respectively, the same as at last review.

The second largest loan is the Aviva Insurance Complex Loan ($29.1
million -- 9.8%), which is secured by an approximately 440,000
square foot mixed-use complex located in Toronto, Ontario. The
property was 93% leased as of April 2012 compared to 99% at last
review. Aviva Canada is the property's largest tenant, which
leases 73% of the net rentable area through September 2016.
Moody's LTV and stressed DSCR are 91% and 1.07x, respectively,
compared to 94% and 1.03X at last review.

The third largest loan is the Festival Marketplace Loan ($17.5
million -- 5.9%), which is secured by a 228,000 square foot
enclosed community shopping center located in Stratford, Ontario.
The property was 96% leased as of April 2012,compared to 97% at
last review. Base rental revenue has been stable since
securitization. Moody's LTV and stressed DSCR are 93% and 1.02X,
respectively, compared to 97% and 0.98X at last review.


SEQUOIA MORTGAGE 2012-4: Fitch Rates Class B-4 Certs. at 'BBsf'
---------------------------------------------------------------
Fitch Ratings assigns the following ratings to Sequoia Mortgage
Trust 2012-4, mortgage pass-through certificates, series 2012-4
(SEMT 2012-4):

  -- $100,000,000 class A-1 certificates 'AAAsf'; Outlook Stable;
  -- $100,000,000 class A-2 certificates 'AAAsf'; Outlook Stable;
  -- $90,357,000 class A-3 certificates 'AAAsf'; Outlook Stable;
  -- $290,357,000 notional class A-IO1 certificates 'AAAsf';
     Outlook Stable;
  -- $100,000,000 notional class A-IO2 certificates 'AAAsf';
     Outlook Stable;
  -- $90,357,000 notional class A-IO3 certificates 'AAAsf';
     Outlook Stable;
  -- $9,709,000 class B-1 certificates 'AAsf'; Outlook Stable;
  -- $5,482,000 class B-2 certificates 'Asf'; Outlook Stable;
  -- $2,819,000 class B-3 certificates 'BBBsf'; Outlook Stable;
  -- $1,566,000 class B-4 certificates 'BBsf'; Outlook Stable.

The 'AAAsf' rating on the senior certificates reflects the 7.30%
subordination provided by the 3.10% class B-1, 1.75% class B-2,
0.9% class B-3, 0.50% non-offered class B-4 and 1.05% non-offered
class B-5. The class B-5 is not rated by Fitch.

Fitch's ratings reflect the high quality of the underlying
collateral, the strong historical performance of two originators
and servicers that represent 30% of the aggregate pool (First
Republic Bank and PHH Mortgage Corp.), the clear capital structure
and the high percentage of loans reviewed by third party
underwriters.  In addition, Wells Fargo Bank, N.A. will act as the
master servicer and Christiana Trust will act as the Trustee for
the transaction.  For federal income tax purposes, elections will
be made to treat the trust as two real estate mortgage investment
conduits (REMICs).

SEMT 2012-4 will be Redwood Residential Acquisition Corporation's
fourth transaction of prime residential mortgages in 2012.  The
certificates are supported by a pool of prime mortgage loans, with
100% fixed rate mortgages (FRMs).  The loans are predominantly
fully amortizing; however, 7% have a 10-year interest-only (IO)
period. The aggregate pool included loans originated from First
Republic Bank (25%), PrimeLending (18%), Flagstar Bank, F.S.B.
(10%), United Shore Financial (7%), Cornerstone Mortgage (6%),
Wintrust Mortgage (5%) and PHH Mortgage Corporation (5%).  The
remainder of the mortgage loans was originated by various mortgage
lending institutions, each of which contributed less than 5% to
the transaction.

As of the cut-off date, the aggregate pool consisted of 372 loans
with a total balance of $313,225,626, an average balance of
$842,004, a weighted average original combined loan-to-value ratio
(CLTV) of 67.6%, and a weighted average coupon (WAC) of 4.4%.
Rate/term and cash out refinances account for 40.2% and 6.8% of
the loans, respectively.  The weighted average original FICO
credit score of the pool is 774.  Owner-occupied properties
comprise 94.1% of the loans.  The states that represent the
largest geographic concentration are California (43.2%), Texas
(15.6%) and Illinois (5.1%).


SOLAR INVESTMENT: Fitch Withdraws 'Dsf' Rating on 2 Note Classes
----------------------------------------------------------------
Fitch Ratings has downgraded and withdrawn the ratings of two
classes of notes issued by Solar Investment Grade CBO I,
Ltd./Corp. (Solar I) as follows:

  -- $25,194,566 class III-A notes downgraded to 'Dsf' from 'Csf'
     and withdrawn;

  -- $9,519,929 class III-B notes downgraded to 'Dsf' from 'Csf'
     and withdrawn.

The transaction's final payment and maturity date occurred on
Sept. 1, 2012.  The class III notes have defaulted due to failure
to receive their full return of principal at maturity.  Fitch has
withdrawn its ratings on the class III notes due to the default at
maturity.

Solar I has long-dated and defaulted assets remaining in its
portfolio that may provide additional funds to the class III
notes.  However, recoveries from liquidation of this collateral
will remain insufficient to repay the full principal balance of
the notes.

Solar I was a cash flow collateralized debt obligation (CDO) that
closed on Aug. 31, 2000.  The portfolio of Solar I was originally
selected and monitored by Sun Capital Advisors, Inc.


SOUTH COAST: Moody's Lowers Rating on $120MM Notes to 'Caa1'
------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one class
of notes issued by South Coast Funding IV Ltd. The class of notes
affected by the rating action is as follows:

US $120,000,000 Class A-2 Second Priority Senior Secured Floating
Rate Notes Due 2038 (current balance: 108,050,000), Downgraded to
Caa1 (sf); previously on December 13, 2011 Downgraded to B1 (sf).

Ratings Rationale

According to Moody's, the rating downgrade is the result of
deterioration in the credit quality of the underlying portfolio.
Such credit deterioration is observed through numerous factors,
including an increase in the dollar amount of defaulted securities
and a decrease in the transaction's principal coverage ratios.

Based on the trustee report dated July 31, 2012, the dollar amount
of defaulted securities in the underlying portfolio has increased
to $70.8 million from $56.8 million in October 2011. As a result,
the Moody's calculated Class A-2 principal coverage test ratio has
decreased to 138.3% from 144.3% since the last rating action.
Notwithstanding the increase in defaulted securities and the loss
in principal coverage, the Class A-2 Notes have amortized by
approximately 10% or $11.7 million since the last rating action
and the Class A-2 Notes are receiving all current interest
payments due.

South Coast Funding IV Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS, CMBS and Home Equity
Loans originated in 2003 and 2004.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012.

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.8 to model the loss distribution for SF CDOs. Within this
framework, defaults are generated so that they occur with the
frequency indicated by the adjusted default probability pool (the
default probability associated with the current rating multiplied
by the Resecuritization Stress) for each credit in the reference.
Specifically, correlated defaults are simulated using a normal (or
"Gaussian") copula model that applies the asset correlation
framework. Recovery rates for defaulted credits are generated by
applying within the simulation the distributional assumptions,
including correlation between recovery values. Together, the
simulated defaults and recoveries across each of the Monte Carlo
scenarios define the loss distribution for the reference pool.

Once the loss distribution for the collateral has been calculated,
each collateral loss scenario derived through the CDOROM loss
distribution is associated with the interest and principal
received by the rated liability classes via the CDOEdge cash-flow
model . The cash flow model takes into account the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (EL) for each tranche is the weighted
average of losses to each tranche across all the scenarios, where
the weight is the likelihood of the scenario occurring. Moody's
defines the loss as the shortfall in the present value of cash
flows to the tranche relative to the present value of the promised
cash flows. The present values are calculated using the promised
tranche coupon rate as the discount rate. For floating rate
tranches, the discount rate is based on the promised spread over
Libor and the assumed Libor scenario.

Moody's notes that in arriving at its ratings of SF CDOs, there
exist a number of sources of uncertainty, operating both on a
macro level and on a transaction-specific level. Primary sources
of assumption uncertainty are the extent of the slowdown in growth
in the current macroeconomic environment and the commercial and
residential real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. Among the uncertainties in the residential
real estate property market are those surrounding future housing
prices, pace of residential mortgage foreclosures, loan
modification and refinancing, unemployment rate and interest
rates.

Moody's rating action factors in a number of sensitivity analyses
and stress scenarios, discussed below. Results are 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 Caa rated assets notched up by 2 rating notches:

Class A2: +2
Class B: 0
Class C: 0

Moody's Caa rated assets notched down by 2 rating notches:

Class A2: -1
Class B: 0
Class C: 0


STRUCTURED ASSET: Moody's Lifts Rating on Units Trust From 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the following
units issued by Structured Asset Trust Unit Repackaging CBT Series
2003-1:

CBT Series 2003-1 Units Trust (current balance: $17,000,000),
Upgraded to Baa2 (sf); previously on March 18, 2011 Upgraded to
Ba1 (sf)

Ratings Rationale

The transaction is a structured note whose rating is based on the
ratings of the pool of Underlying Securities and the legal
structure of the transaction. The rating action is a result of the
improvement of the average credit quality of the Underlying
Securities which are comprised of 17 corporate bonds. Currently
94% of the portfolio's securities are rated in the investment
grade categories and the lowest security rating is a Ba2. The
current expected loss of the portfolio is consistent with the
expected loss implied by a Baa2 rating.

The principal methodology used in this rating was "Moody's
Approach to Rating Repackaged Securities" published in April 2010.

Moody's says that the underlying securities are subject to a high
level of macroeconomic uncertainty, which is manifest in uncertain
credit conditions across the general economy. Because these
conditions could negatively affect the ratings on the underlying
securities, they could also negatively impact the ratings on the
note.


TERWIN MORTGAGE: Moody's Cuts Rating on Class II-A-3 RMBS to 'C'
----------------------------------------------------------------
Moody's Investors Service has confirmed Class II-A-2 and
downgraded Class II-A-3 ratings from Terwin Mortgage Trust 2006-5.
The collateral backing this deal primarily consists of first-lien,
fixed and adjustable-rate Alt-A residential mortgages. The actions
impact approximately $54.6 million of RMBS issued in 2006.

Complete rating actions are as follows:

Issuer: Terwin Mortgage Trust 2006-5

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

Cl. II-A-3, Downgraded to C (sf); previously on Oct 15, 2010
Confirmed at Ca (sf)

Ratings Rationale

The actions are a result of the recent performance of the
underlying pool and reflect Moody's updated loss expectations on
the pool. The rating actions consists of one confirmation and one
downgrade. The Class II-A-2 confirmation results primarily from a
correction to the methodology assumption used to rate the
transaction. In the rating action take on May 30, 2012, the Alt-A
collateral of group 2 was mistakenly classified as subprime
collateral, leading to the application of Moody's "2005 -- 2008 US
RMBS Surveillance Methodology" Subprime assumption. The
classification has been corrected to Alt-A collateral, and the
rating action reflects the application of the correct methodology
assumption for the group 2 bonds: Moody's "2005 -- 2008 US RMBS
Surveillance Methodology" Alt-A assumption. The downgrade is a
result of deteriorating performance and structural features of the
transaction, resulting in higher expected losses for Class II-A-3
than previously anticipated.

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

Moody's adjusts the methodologies noted above for 1) Moody's
current view on loan modifications 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 Alt-A pools with fewer than 100 loans,
Moody's first calculates an annualized delinquency rate based on
vintage, number of loans remaining in the pool and the level of
current delinquencies in the pool. For Alt-A 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 0.20 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 8.1% 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.apsx?docid=PBS_SF298365

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

http://v3.moodys.com/page/viewresearchdoc.aspx?docid=PBS_SF198174


TRAPEZA VI: Moody's Raises Class A-2 Notes Rating From 'Ba2'
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Trapeza CDO VI, Ltd:

U.S.$155,000,000 Class A-1A First Priority Senior Secured Floating
Rate Notes Due 2034 (current balance of $80,201,409), Upgraded to
Aa1 (sf); previously on November 3, 2011 Upgraded to Aa3 (sf);

U.S.$21,000,000 Class A-1B Second Priority Senior Secured Floating
Rate Notes Due 2034, Upgraded to Aa3 (sf); previously on November
3, 2011 Upgraded to A3 (sf);

U.S.$59,350,000 Class A-2 Third Priority Senior Secured Floating
Rate Notes Due 2034, Upgraded to A3 (sf); previously on November
3, 2011 Upgraded to Ba2 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of the improvement in the credit quality of the
underlying portfolio, increase in the transaction's
overcollateralization ratios as well as the deleveraging of Class
A-1A notes since the last rating action in November 2011.

Moody's notes that the deal benefited from an improvement in the
credit quality of the underlying portfolio. Based on Moody's
calculation, the weighted average rating factor (WARF) improved to
865 compared to 1400 as of the last rating action date.

In addition, the total par amount that Moody's treated as
defaulted or deferring declined to $95.5 million compared to
$110.5 million as of the last rating action date. The Moody's
cumulative assumed defaulted amount continues to be $43 million,
the same as of the last rating action date. Moody's also notes
that the Class A-1A notes have been paid down by approximately 14%
or $13.2 million since the last rating action, as a result of
diversion of excess interest proceeds and disbursement of
principal proceeds from redemptions of underlying assets.

As a result of this deleveraging and an increase in performing
par, the Class A1 notes' par coverage improved to 258.5% from
214.9% since the last rating action, as calculated by Moody's.
Based on the latest trustee report dated August 15, 2012 the Class
A Overcollateralization and Class B Overcollateralization Ratio
are reported at 132.1% (limit 139.4%), and 79.8% (limit 103.1%)
respectively, versus October 15, 2011 levels of 118.7% and 74.5%,
respectively. Going forward, the Class A-1A notes will continue to
benefit from the diversion of excess interest and the proceeds
from future redemptions of any assets in the collateral pool.

Due to the impact of revised and updated key assumptions
referenced in Moody's rating methodology, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's Asset Correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers. In its
base case, Moody's analyzed the underlying collateral pool to have
a performing par and principal proceeds balance of $207.3 million
(including the face value of the FNMA strip), defaulted/deferring
par of $52 million, a weighted average default probability of
20.07% (implying a WARF of 865), Moody's Asset Correlation of
19.85%, and a weighted average recovery rate upon default of 10%.
In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of rating committee
considerations. Moody's considers the structural protections in
the transaction, the risk of triggering an Event of Default,
recent deal performance under current market conditions, the legal
environment, and specific documentation features. All information
available to rating committees, including macroeconomic forecasts,
inputs from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, may influence the final rating decision.

Trapeza CDO VI, Ltd., issued on April 20, 2004, is a
collateralized debt obligation backed by a portfolio of bank trust
preferred securities.

The portfolio of this CDO is mainly comprised of trust preferred
securities (TruPS) issued by small to medium sized U.S. community
banks that are generally not publicly rated by Moody's. To
evaluate the credit quality of bank TruPS without public ratings,
Moody's uses RiskCalc model, an econometric model developed by
Moody's KMV, to derive their credit scores. Moody's evaluation of
the credit risk for a majority of bank obligors in the pool relies
on FDIC financial data reported as of Q2-2012.

Moody's also evaluates the sensitivity of the rated transaction to
the volatility of the credit estimates, as described in Moody's
Rating Implementation Guidance "Updated Approach to the Usage of
Credit Estimates in Rated Transactions" published in October 2009.

The principal methodology used in this rating was "Moody's
Approach to Rating TRUP CDOs" published in May 2011.

The transaction's portfolio was modeled using CDOROM v.2.8-5 to
develop the default distribution from which the Moody's Asset
Correlation parameter was obtained. This parameter was then used
as an input in a cash flow model using CDOEdge. CDOROM v.2.8-5 is
available on moodys.com under Products and Solutions -- Analytical
models, upon return of a signed free license agreement.

Moody's performed a number of sensitivity analyses of the results
to certain key factors driving the ratings. Moody's analyzed the
sensitivity of the model results to changes in the portfolio WARF
(representing an improvement or a deterioration in the credit
quality of the collateral pool), assuming that all other factors
are held equal. If the WARF is increased by 525 points from the
base case of 865, the model-implied rating of the Class A-1A notes
is one notch worse than the base case result. Similarly, if the
WARF is decreased by 265 points, the model-implied rating of the
Class A-1A notes is one notch better than the base case result.

In addition, Moody's also performed two additional sensitivity
analyses as described in the Special Comment "Sensitivity Analyses
on Deferral Cures and Default Timing for Monitoring TruPS CDOs"
published in August 2012. In the first, Moody's gave par credit to
banks that are deferring interest on their TruPS but satisfy
specific credit criteria and thus have a strong likelihood of
resuming interest payments. Under this sensitivity analysis,
Moody's gave par credit to $16.5 million of bank TruPS. In the
second sensitivity analysis, Moody's ran alternative default-
timing profile scenarios to reflect the lower likelihood of a
large spike in defaults. Below is a summary of the impact 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:

Sensitivity Analysis 1:

Class A-1A: 0
Class A-1B: 0
Class A-2: +1
Class B1: +4
Class B2: +4

Sensitivity Analysis 2:

Class A-1A: 0
Class A-1B: 0
Class A-2: 0
Class B1: 0
Class B2: 0

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as Moody's outlook on the banking
sector remains negative, although there have been some recent
signs of stabilization. The pace of FDIC bank failures continues
to decline in 2012 compared to 2011, 2010 and 2009 and some of the
previously deferring banks have resumed interest payment on their
trust preferred securities.


TRICADIA 2003-1: Moody's Lifts Rating on Class. B-1L Notes to 'B2'
------------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the following
class of notes issued by Tricadia CDO 2003-1, Ltd.:

US$76,500,000 Class A-1LA Floating Rate Notes Due February 2016
(current balance: 2,538,525), Upgraded to Aaa (sf); previously on
December 8, 2011 Upgraded to Aa1 (sf);

US$8,500,000 Class A-1LB Floating Rate Notes Due February 2016,
Upgraded to Aa1 (sf); previously on December 8, 2011 Upgraded to
A3 (sf);

US$85,000,000 Class A-2L Floating Rate Notes Due February 2016
(current balance: 11,038,525), Upgraded to Aa1 (sf); previously on
December 8, 2011 Upgraded to A1 (sf);

US$35,000,000 Class A-3L Floating Rate Notes Due February 2016,
Upgraded to Baa2 (sf); previously on December 8, 2011 Upgraded to
Ba2 (sf);

US$12,000,000 Class A-4L Floating Rate Notes Due February 2016,
Upgraded to Ba2 (sf); previously on December 8, 2011 Upgraded to
B2 (sf);

US$20,000,000 Class B-1L Floating Rate Notes Due February 2016
(current balance: 13,344,018) Upgraded to B2 (sf); previously on
December 8, 2011 Upgraded to Caa1 (sf).

Ratings Rationale

According to Moody's, the rating action taken on the notes is
primarily a result of an improvement in the credit quality of the
underlying portfolio and an increase in the transaction's
overcollateralization ratios since the last rating action in
December 2011. Based on Moody's calculation, the weighted average
rating factor has improved to 1296 from 1420. According to the
August 2012 trustee report, the Senior Class A, Class A and Class
B Overcollateralization Ratios have increased to 153.0%, 133.5%
and 116.7% respectively, as compared to October 2011 trustee
reported levels of 136.2%, 121.5% and 106.9%.

Tricadia CDO 2003-1 is a collateralized debt obligation backed
primarily by a portfolio of CLOs.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012.

Moody's applies the Monte Carlo simulation framework within
CDOROMv2.8 to model the loss distribution for SF CDOs. Within this
framework, defaults are generated so that they occur with the
frequency indicated by the adjusted default probability pool (the
default probability associated with the current rating multiplied
by the Resecuritization Stress) for each credit in the reference.
Specifically, correlated defaults are simulated using a normal (or
"Gaussian") copula model that applies the asset correlation
framework. Recovery rates for defaulted credits are generated by
applying within the simulation the distributional assumptions,
including correlation between recovery values. Together, the
simulated defaults and recoveries across each of the Monte Carlo
scenarios define the loss distribution for the reference pool.

Once the loss distribution for the collateral has been calculated,
each collateral loss scenario derived through the CDOROM loss
distribution is associated with the interest and principal
received by the rated liability classes via the CDOEdge cash-flow
model. The cash flow model takes into account the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (EL) for each tranche is the weighted
average of losses to each tranche across all the scenarios, where
the weight is the likelihood of the scenario occurring. Moody's
defines the loss as the shortfall in the present value of cash
flows to the tranche relative to the present value of the promised
cash flows. The present values are calculated using the promised
tranche coupon rate as the discount rate. For floating rate
tranches, the discount rate is based on the promised spread over
Libor and the assumed Libor scenario.

Moody's notes that in arriving at its ratings of SF CDOs, backed
by CLOs, there exist a number of sources of uncertainty, operating
both on a macro level and on a transaction-specific level. These
uncertainties are 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. The underlying CLO tranches'
performance may also be impacted by 1) the managers' investment
strategy and behavior and 2) divergence in legal interpretation of
CLO documentation by different transactional parties due to
embedded ambiguities.

Moody's rating action factors in a number of sensitivity analyses
and stress scenarios, discussed below. Results are 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-rated assets below Ba3 (sf) notched up by 2 rating
categories (WARF of 1048):

Class A1La: 0
Class A1Lb: +1
Class A2L: +1
Class A3L: +1
Class A4L: +1
Class B1L: +1

Moody's-rated assets below Ba3 (sf) notched down by 2 rating
categories (WARF of 1348):

Class A1La: 0
Class A1Lb: 0
Class A2L: 0
Class A3L: 0
Class A4L: 0
Class B1L: -1


TROPIC CDO: Moody's Raises Rating on Class A-2L Notes From 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the following
notes issued by Tropic CDO I Ltd.:

U.S. $90,000,000 Class A-2L Floating Rate Notes Due October 2033
(current balance of $72,584,217), Upgraded to Baa3 (sf);
previously on March 27, 2009 Downgraded to Ba3 (sf).

Ratings Rationale

According to Moody's, the rating action taken on the notes is
primarily the result of improvement in the credit quality of the
underlying portfolio as well as the deleveraging of the Class A-2L
Notes since the last rating action in November 2010.

Moody's notes that the deal benefited from an improvement in the
credit quality of the underlying portfolio. As per Moody's
calculation, the weighted average rating factor (WARF) improved to
1266 compared to 1933 as of the last rating action date.

Moody's also notes that the Class A-1L Notes have been paid down
in full and the Class A-2L notes have become the senior-most notes
in the capital structure. Since the last rating action, the Class
A-2L Notes have been paid down by approximately 19.4% or $17
million, as a result of diversion of excess interest proceeds and
disbursement of principal proceeds from redemptions of three
underlying assets. Going forward, they will continue to benefit
from the diversion of excess interest and the proceeds from future
redemptions of any assets in the collateral pool.

Moody's notes that the underlying portfolio is highly concentrated
with only 15 performing obligors. The deal's lack of granularity
introduces high volatility to the performance of the deal.

Due to the impact of revised and updated key assumptions
referenced in Moody's rating methodology, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's Asset Correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers. In its
base case, Moody's analyzed the underlying collateral pool to have
a performing par of $100 million, defaulted/deferring par of $140
million, a weighted average default probability of 24.35%
(implying a WARF of 1226), Moody's Asset Correlation of 25.16%,
and a weighted average recovery rate upon default of 9.6%. In
addition to the quantitative factors that are explicitly modeled,
qualitative factors are part of rating committee considerations.
Moody's considers the structural protections in the transaction,
the risk of triggering an Event of Default, recent deal
performance under current market conditions, the legal
environment, and specific documentation features. All information
available to rating committees, including macroeconomic forecasts,
inputs from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, may influence the final rating decision.

Tropic CDO I Ltd., issued on April 23, 2003, is a collateral debt
obligation backed by a portfolio of bank and insurance trust
preferred securities.

The portfolio of this CDO is mainly comprised of trust preferred
securities (TruPS) issued by small to medium sized U.S. community
banks and insurance companies that are generally not publicly
rated by Moody's. To evaluate the credit quality of bank TruPS
without public ratings, Moody's uses RiskCalc model, an
econometric model developed by Moody's KMV, to derive their credit
scores. Moody's evaluation of the credit risk for a majority of
bank obligors in the pool relies on FDIC financial data received
as of Q2-2012. For insurance TruPS without public ratings, Moody's
relies on the assessment of Moody's Insurance team based on the
credit analysis of the underlying insurance firms' annual
statutory financial reports.

The principal methodology used in this rating was "Moody's
Approach to Rating TRUP CDOs" published in May 2011.

Moody's also evaluates the sensitivity of the rated transaction to
the volatility of the credit estimates, as described in Moody's
Rating Implementation Guidance "Updated Approach to the Usage of
Credit Estimates in Rated Transactions" published in October 2009.

The transaction's portfolio was modeled using CDOROM v.2.8-5 to
develop the default distribution from which the Moody's Asset
Correlation parameter was obtained. This parameter was then used
as an input in a cash flow model using CDOEdge. CDOROM v.2.8-5 is
available on moodys.com under Products and Solutions -- Analytical
models, upon return of a signed free license agreement.

Moody's performed a number of sensitivity analyses of the results
to certain key factors driving the ratings. Moody's analyzed the
sensitivity of the model results to changes in the portfolio WARF
(representing an improvement or a deterioration in the credit
quality of the collateral pool), assuming that all other factors
are held equal. If the WARF is increased by 474 points from the
base case of 1226 the model-implied rating of the Class A-2L Notes
is one notch worse than the base case result. Similarly, if the
WARF is decreased by 226 points, the model-implied rating of the
Class A-2L Notes is one notch better than the base case result.

In addition, Moody's also performed two additional sensitivity
analyses as described in the Special Comment "Sensitivity Analyses
on Deferral Cures and Default Timing for Monitoring TruPS CDOs"
published in August 2012. In the first, Moody's gave par credit to
banks that are deferring interest on their TruPS but satisfy
specific credit criteria and thus have a strong likelihood of
resuming interest payments. Under this sensitivity analysis,
Moody's gave par credit to $10 million of bank TruPS. In the
second sensitivity analysis, Moody's ran alternative default-
timing profile scenarios to reflect the lower likelihood of a
large spike in defaults. Below is a summary of the impact 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:

Sensitivity Analysis 1:

Class A-2L: +2
Class A-3L: +1
Class A-4L: 0
Class B-1L: 0

Sensitivity Analysis 2:

Class A-2L: +1
Class A-3L: 0
Class A-4L: 0
Class A-4: 0
Class B-1L: 0

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as Moody's outlook on the banking
sector remains negative, although there have been some recent
signs of stabilization. The pace of FDIC bank failures continues
to decline in 2012 compared to 2011, 2010 and 2009, and some of
the previously deferring banks have resumed interest payment on
their trust preferred securities. Moody's continues to have a
stable outlook in the insurance sector.


UBS-BARCLAYS 2012-C3: DBRS Assigns 'BB' Rating on Class E Certs.
----------------------------------------------------------------
DBRS has assigned final ratings to the following classes of
Commercial Mortgage Pass-Through Certificates, Series 2012-C3 (the
Certificates), to be issued by UBS-Barclays Commercial Mortgage
Trust.  The trends are Stable.

Class A-1 at AAA (sf)
Class A-2 at AAA (sf)
Class A-3 at AAA (sf)
Class A-4 at AAA (sf)
Class A-S at AAA (sf)
Class X-A at AAA (sf)
Class X-B at AAA (sf)
Class B at AA (low) (sf)
Class C at A (low) (sf)
Class D at BBB (low) (sf)
Class E at BB (sf)
Class F at B (sf)

Classes A-S, X-A, X-B, B, C, D, E and F have been privately placed
pursuant to Rule 144a.

The Class X-A and Class X-B balances are notional.  DBRS ratings
on interest-only certificates address the likelihood of receiving
interest based on the notional amount outstanding.  DBRS considers
the interest-only certificate's position within the transaction
payment waterfall when determining the appropriate rating.

The collateral consists of 76 fixed-rate loans secured by 113
multifamily properties, mobile home parks and commercial
properties.  The portfolio has a balance of $1,082,061,969.  The
pool consists of relatively low-leverage financing, with a DBRS
weighted-average term debt service coverage ratio (DSCR) and debt
yield of 1.58 times (x) and 10.2%, respectively.  Based on the
DBRS sample of 31 loans, representing 69.6% of the pool, the loans
were, in general, prudently underwritten.  The average DBRS NCF
variance was -4.1%.  The refinance risk of the transaction is
considered low, as the underlying loans will amortize 20.9% by
their respective loan maturities.  Furthermore, the pool has a WA
DBRS exit debt yield of 13.0%.  The pool has relatively high
concentrations of retail (42.2% of the pool) and hotel properties
(16.7% of the pool).  However, the transaction's retail assets
have a WA DBRS Term DSCR of 1.50x, allowing for material
deterioration of cash flows before there would be a debt service
shortfall.  Additionally, the pool's hotel loans have a high WA
DBRS Exit Debt Yield of 16.1%.  DBRS considered the credit
characteristics of two loans, representing 13.2% of the pool, to
be consistent with investment-grade risk.

The ratings assigned to the Certificates by DBRS are based
exclusively on the credit provided by the transaction structure
and underlying trust assets.  All classes will be subject to
ongoing surveillance, which could result in upgrades or downgrades
by DBRS after the date of issuance.


VENTURE XI: S&P Assigns Prelim. 'B' Rating on Class F Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services  assigned its preliminary
ratings to Venture XI CLO Ltd./Venture XI CLO Corp.'s
$469.0 million floating-rate notes.

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

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

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

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

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

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

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

    The asset manager's experienced management team.

    "The timely interest and ultimate principal payments on the
    preliminary rated notes, which we assessed using our cash flow
    analysis and assumptions commensurate with the assigned
    preliminary ratings under various interest-rate scenarios,
    including LIBOR ranging from 0.34%-12.26%," S&P said.

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

    The transaction's interest reinvestment test, a failure of
    which during the reinvestment period will lead to the
    reclassification of excess interest proceeds that are
    available prior to paying subordinated management fees,
    uncapped administrative expenses, and subordinated note
    payments into the principal proceeds for the purchase of
    collateral assets.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/995.pdf

PRELIMINARY RATINGS ASSIGNED

Venture XI CLO Ltd./Venture XI CLO Corp.

Class               Rating        Amount
                                (mil. $)
A                   AAA (sf)       326.3
B                   AA (sf)         57.9
C (deferrable)      A (sf)          35.1
D (deferrable)      BBB (sf)        18.6
E (deferrable)      BB (sf)         20.1
F (deferrable)      B (sf)          11.0
Subordinated notes  NR              51.0

NR-Not rated.


WACHOVIA BANK 2002-C2: Moody's Cuts Rating on IO-I Certs. to Caa2
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
downgraded one class and affirmed eight classes of Wachovia Bank
Commercial Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2002-C2 as follows:

Cl. E, Affirmed at Aaa (sf); previously on Dec 20, 2007 Upgraded
to Aaa (sf)

Cl. F, Affirmed at Aaa (sf); previously on Dec 10, 2010 Upgraded
to Aaa (sf)

Cl. G, Upgraded to Aaa (sf); previously on Dec 10, 2010 Upgraded
to Aa2 (sf)

Cl. H, Upgraded to Aaa (sf); previously on Dec 10, 2010 Upgraded
to A1 (sf)

Cl. J, Affirmed at Baa2 (sf); previously on Feb 7, 2008 Upgraded
to Baa2 (sf)

Cl. K, Affirmed at Ba1 (sf); previously on Feb 8, 2007 Upgraded to
Ba1 (sf)

Cl. L, Affirmed at B1 (sf); previously on Oct 13, 2011 Downgraded
to B1 (sf)

Cl. M, Affirmed at B2 (sf); previously on Oct 13, 2011 Downgraded
to B2 (sf)

Cl. N, Affirmed at B3 (sf); previously on Oct 13, 2011 Downgraded
to B3 (sf)

Cl. O, Affirmed at Caa1 (sf); previously on Oct 13, 2011
Downgraded to Caa1 (sf)

Cl. IO-I, Downgraded to Caa2 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale

The upgrades are due to an increase in subordination from payoffs
and amortization. The pool has paid down 87% since securitization
and 82% since last review.

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

The rating of the IO Class, Class IO-1, is downgraded due to the
decline in the credit performance of its referenced classes.

Moody's rating action reflects a cumulative base expected loss of
9.4% of the current balance. At last full review, Moody's
cumulative base expected loss was 2.1%. The cumulative base
expected loss is higher on a percentage basis because of the
significant decline in pool balance since last review. However, on
a dollar amount basis, the cumulative base expected loss amount
decreased to $11.1 million from $13.8 million at last full review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

Moody's review also incorporated the CMBS IO calculator ver1.1
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 12 compared to 30 at Moody's prior full review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.5 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated October 13, 2011.

Deal Performance

As of the September 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 87% to $118.38
million from $875.07 million at securitization. The Certificates
are collateralized by 22 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans representing
74% of the pool. Four loans, representing 11% of the pool, have
defeased and are collateralized with U.S. Government securities,
compared to 26% at last review.

Fourteen loans, representing 73% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Two loans have been liquidated from the pool since securitization,
resulting in an aggregate $2.6 million loss (21% loss severity on
average). There is currently one loan in special servicing. The
Boardwalk at Morris Bridge Apartments Loan ($12.8 million -- 10.8%
of the pool) is secured by a 146-unit student housing apartment
complex located 3.3 miles from University of South Florida in
Temple Terrace, Florida. The loan transferred into special
servicing in June 2011 due to payment default. The loan was
modified in August 2012 with a term extension and interest rate
deferral and reduction.

The master servicer has recognized a $5.6 million appraisal
reduction for the specially serviced loan. Moody's has estimated a
loss of $4.0 million (32% expected loss) for the specially
serviced loan.

Moody's has assumed a high default probability for four poorly
performing loans representing 21% of the pool and has estimated a
$6.2 million loss (25% expected loss based on a 84% probability
default) from these troubled loans.

Moody's was provided with full year 2010 and 2011 operating
results for 98% and 100% of the performing pool, respectively.
Excluding the specially serviced and troubled loans, Moody's
weighted average LTV is 79% compared to 76% at last full review.
Moody's net cash flow reflects a weighted average haircut of 15.0%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.8%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.61X and 1.73X, respectively, compared to
1.59X and 1.49X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three performing conduit loans represent 30% of the pool
balance. The largest loan is the Beverly Palms Apartments Loan
($12.3 million -- 10.4% of the pool), which is secured by a 365-
unit apartment community located in Houston, Texas. The property
was 100% leased as of March 2012. Per the servicer, the loan paid
off on September 19, 2012.

The second largest loan is the Parkside Medical Loan ($11.9
million -- 10.1% of the pool), which is secured by a 62,000 square
foot (SF) office property located in Santa Monica, California. As
of June 2012, the property was 95% leased compared to 94% in
December 2011. However, leases for 21% of the net rentable area
(NRA) expire within the next 12 months. Performance has been
stable. The loan matures in October 2012. Moody's LTV and stressed
DSCR are 56% and 1.93X, respectively, compared to 53% and 2.01X at
last full review.

The third largest loan is the 100 Corporate Pointe Loan ($10.9
million -- 9.2% of the pool), which is secured by a 110,000 SF
office property located in Culver City, California. As of March
2012, the property was 89% leased. However, leases for 40% of NRA
expire within the next 12 months. The borrower has been in
discussions for new leases and lease renewals. The loan matures in
October 2012 and the borrower is requesting an extension while
seeking potential financing options. Moody's LTV and stressed DSCR
are 97% and 1.12X, respectively, compared to 63% and 1.70X at last
full review.


WACHOVIA BANK 2005-C20: Fitch Affirms D Rating on Class H Certs.
----------------------------------------------------------------
Fitch Ratings has affirmed all classes of Wachovia Bank Commercial
Mortgage Trust (WBCMT), series 2005-C20 commercial mortgage pass-
through certificates.

The affirmations are based on the stable performance of the
underlying collateral pool since the previous review.  Fitch
modeled losses of 3.4% of the remaining pool and expected losses
based on the original pool balance are 5.9%, of which 3.8% are
losses realized to date.  Fitch designated 32 loans (19.3%) as
Fitch Loans of Concern, which include eight specially serviced
loans (3.0%).

The largest contributor to Fitch modeled losses is a $41 million
loan secured by (a 273,997-square foot (sf) grocery anchored
retail center 1.9% of the outstanding pool balance), located in
Evansville, IN.  The property's vacancy rate has steadily
increased since issuance due to several tenants (Linens 'n Things,
Borders) vacating the site in recent years.  Recent leasing
additions include Ulta and Mother Maternity which has increased
occupancy to 86% as of the second quarter of 2012.  The loan
remains current.

The second-largest contributor to modeled losses is a specially
serviced loan (0.8%), secured by a 95,870 sf industrial flex
building located in Brooklyn, NY.  The building has been utilized
as a production studio since its inception and has been used
intermittently since a long running soap stopped production at the
facility.  A receiver has been appointed for the property and the
special servicer continues to work with the borrower while also
pursuing foreclosure.

The third-largest contributor to modeled losses is a loan (0.4%)
secured by a 51,128-sf suburban office building located in Las
Vegas, NV.  The loan transferred to special servicing in January
2012 for monetary default.  The sponsor indicated that declining
cash flow was due to higher vacancy rates and lower rental rates
in the market.  A receiver has been appointed and the special
servicer is contemplating a note sale.

Fitch has affirmed the following classes and revised the recovery
estimates as indicated:

  -- $79.0 million class A-PB at 'AAAsf'; Outlook Stable;
  -- $861.8 million class A-7 at 'AAAsf'; Outlook Stable;
  -- $292.2 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $100 million class A-MFL at 'AAAsf'; Outlook Stable;
  -- $266.4 million class A-MFX at 'AAAsf'; Outlook Stable;
  -- $274.8 million class A-J at 'AAsf'; Outlook Stable;
  -- $77.9 million class B at 'BBBsf'; Outlook Stable;
  -- $27.5 million class C at 'BBBsf'; Outlook Stable;
  -- $68.7 million class D at 'BBsf'; Outlook Negative;
  -- $41.2 million class E at 'Bsf'; Outlook Negative;
  -- $41.2 million class F at 'CCsf'; RE 100%;
  -- $32.1 million class G at 'Csf'; RE 15%;
  -- $28.9 million class H at 'Dsf'; RE 0%;

Classes J, K, L, M, N, and O remain at 'Dsf', RE O%. Classes J
through O and the unrated class P have been reduced to zero due to
losses realized on loans liquidated from the trust.  Classes A-1,
A-2, A-3SF, A-4, A-5, A-6A, and A-6B have repaid in full.  Fitch
previously withdrew the ratings on the interest-only classes X-P
and X-C.


WELLS FARGO 2010-C1: Fitch Affirms 'Bsf' Rating on Class F Notes
----------------------------------------------------------------
Fitch Ratings has affirmed all classes of Wells Fargo Bank N.A.'s
commercial mortgage pass-through certificates, series 2010-C1.

The affirmations reflect stable portfolio performance since
issuance.  There are no specially serviced or delinquent loans.
As of the September 2012 distribution date, the pool's aggregate
principal balance has been reduced by 2.6% to $716.7 million from
$735.9 million at issuance.

The largest loan in the pool (25.1%) is secured by a portfolio of
14 properties which consist of: seven office buildings, five
industrial distribution centers, one data center and one R&D
facility.  The properties are located in various states and are
all single-tenant properties with a combined size of 3.6 million
square feet.  The portfolio remains 100% occupied, as it was at
issuance.

The second-largest loan in the pool (7.5%) is secured by a
regional mall located in Watertown, NY.  The property is 88%
occupied compared to 93.6% at issuance.  The largest anchors are:
Sears, Burlington Coat Factory, and Gander Mountain.  There is 12%
rollover scheduled prior to December 2013 and 3.4% rollover
scheduled in 2014.  There are also six month-to-month tenants
(2.5%).  The property benefits from a large trade area, with the
closest true competitor located in Syracuse, NY, approximately 70
miles south of the property.

The third largest loan in the pool (6.3%) is secured by an
anchored retail center located in Columbus, OH.  The property is
97.6% leased, as it was at issuance.  The largest tenants are:
Kroger, Jo-Ann Etc., and Best Buy.

Fitch affirms the following classes:

  -- $142.8 million class A-1 at 'AAAsf'; Outlook Stable;
  -- $443.3 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $586.1 million class X-A at 'AAAsf'; Outlook Stable;
  -- $22.1 million class B at 'AA'; Outlook Stable;
  -- $31.3 million class C at 'Asf'; Outlook Stable;
  -- $34 million class D at 'BBBsf'; Outlook Stable;
  -- $13.8 million class E at 'BBB-sf'; Outlook Stable;
  -- $12.9 million class F at 'Bsf'; Outlook Stable.

Fitch does not rate class G or X-B.


WELLS FARGO 2011-C5: Fitch Affirms B Rating on Class G Notes
------------------------------------------------------------
Fitch Ratings has affirmed all 12 classes of Wells Fargo Bank,
N.A. Commercial Mortgage Trust 2011-C5 certificates.

The affirmations are based on the stable performance of the
underlying collateral pool.  As of the September remittance, the
pool had not experienced a realized loss.  Fitch has not
designated any loans as Fitch Loans of Concern, and there have not
been any defaulted or specially serviced loans.

As of the September 2012 distribution date, the pool's aggregate
principal balance has been paid down by 0.9% to $1.08 billion from
$1.09 billion at issuance.

The largest loan of the pool (19.00%) is secured by, The Domain,
an 878,974-square foot (sf) lifestyle center comprised of retail
and office space located in Austin, TX.  The mall features four
anchors (two non-collateral), including Dillard's, Macy's, Dick's
Sporting Goods, and Neiman Marcus.  The Domain is situated in
north-central Austin in an established commercial district.  The
development benefits from excellent commuter access provided by
its proximity to three major highways.  The daytime foot traffic
and sales have only been enhanced by the recent completion of a
Whole Foods (non-collateral) at the site.  The sponsor of the loan
is Simon Property Group.

The second largest loan (7.86%) is secured by, The Puck Building,
a 206,693-sf mixed use retail and office property located in the
SoHo neighborhood of Manhattan in New York City.  The building was
recently renovated and repositioned as a residential and
commercial development.  The collateral for the loan is the
162,298-sf of office space along with 44,395-sf of retail.  The
building has a number of tenant leases that commenced in 2012 and
the building is performing as expected.

The third largest loan (7.47%) is secured by two properties, Arbor
Walk and Palms Crossing, located in Austin, TX and McAllen, TX.
The properties are cross-collateralized and in two distinct
markets which provides diversification benefits.  Palms Crossing
is located in a tertiary market that is close to the Texas-Mexico
border.  The lifestyle center is 100% occupied with major tenants
comprising of Hobby Lobby, Bealls, and Best Buy.  The property is
outperforming the market comps and benefits from the continuing
economic growth of McAllen, TX.  Arbor Walk is located in North
Austin Submarket and is 95% occupied with anchor tenants being
Marshall's, Home Depot, and Natural Grocers.  The mall benefits
from its proximity to residential and commercial neighborhoods.
The development is adjacent to The Domain which provides a
complementary tenant base from this dominant retail center.

Fitch has affirmed the following classes as indicated:

  -- $57.2 million class A-1 at 'AAAsf'; Outlook Stable;
  -- $118.4 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $107.9 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $471 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $85.9 million class A-S at 'AAAsf'; Outlook Stable;
  -- $54.6 million class B at 'AAsf'; Outlook Stable;
  -- $40.9 million class C at 'Asf'; Outlook Stable;
  -- $25.9 million class D at 'BBB+sf'; Outlook Stable;
  -- $49.1 million class E at 'BBB-sf'; Outlook Stable;
  -- $17.7 million class F at 'BBsf'; Outlook Stable;
  -- $16.4 million class G at 'Bsf'; Outlook Stable;
  -- $849.7 million class X-A at 'AAAsf'; Outlook Stable

Class H and the interest-only class X-B is not rated by Fitch.


WELLS FARGO 2012-LC5: Moody's Rates Class F Certificates '(P)B2'
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to 14
classes of CMBS securities, issued by Well Fargo Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2012-LC5.

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

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

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

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

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

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

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

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

Cl. X-B, Assigned (P)A1 (sf)

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

Cl. A-FX, Assigned (P)Aaa (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 70 fixed rate loans secured
by 124 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 1.75X is greater than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 1.12X is greater than the 2007 conduit/fusion transaction
average of 0.92X.

Moody's Trust LTV ratio of 98.6% is lower than the 2007
conduit/fusion transaction average of 110.6%.

Moody's considers both loan level diversity and property level
diversity when selecting a ratings approach. With respect to loan
level diversity, the pool's loan level (includes cross
collateralized and cross defaulted loans) Herfindahl Index is
23.2. The transaction's loan level diversity is in-line with 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 30.0. The
transaction's property diversity profile is higher than the
indices calculated in most multi-borrower transactions issued
since 2009.

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

Moody's also grades properties on a scale of 1 to 5 (best to
worst) and considers those grades when assessing the likelihood of
debt payment. The factors considered include property age, quality
of construction, location, market, and tenancy. The pool's
weighted average property quality grade is 2.3, which is in-line
with the indices calculated in most multi-borrower transactions
since 2009.

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

Moody's analysis employs the excel-based CMBS Conduit Model v2.50
which derives credit enhancement levels based on an aggregation of
adjusted loan level proceeds derived from Moody's loan level DSCR
and LTV ratios. Major adjustments to determining proceeds include
loan structure, property type, sponsorship, and diversity. Moody's
analysis also uses the CMBS IO calculator ver1.0, which references
the following inputs to calculate the proposed IO rating based on
the published methodology: original and current bond ratings and
credit estimates; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type corresponding to an IO type as defined in
the published methodology.

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

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

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5.1%, 16.2%, and 28.7%, 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, Aa1, and A1, respectively. Parameter Sensitivities are not
intended to measure how the rating of the security might migrate
over time; rather they are designed to provide a quantitative
calculation of how the initial rating might change if key input
parameters used in the initial rating process differed. The
analysis assumes that the deal has not aged. Parameter
Sensitivities only reflect the ratings impact of each scenario
from a quantitative/model-indicated standpoint. Qualitative
factors are also taken into consideration in the ratings process,
so the actual ratings that would be assigned in each case could
vary from the information presented in the Parameter Sensitivity
analysis.

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


WESTWOOD CDO II: S&P Raises Rating on Class E Notes to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, B, C, D, and E notes from Westwood CDO II Ltd., a
collateralized loan obligation (CLO) transaction managed by
Alcentra Ltd.  "At the same time, we removed from CreditWatch with
positive implications its ratings on the class A-2, B, C, D, and E
notes," S&P said.

"The rating actions follow our performance review of the
transaction and primarily an increase in credit quality of the
underlying portfolio since our June 2011 rating actions, when we
raised our ratings on five classes of notes. The amount of
defaulted obligations held in the transaction's portfolio declined
since the May 2011 trustee report, which we referenced for our
June 2011 rating actions. As of August 2012, the transaction held
just $0.04 million in defaulted assets, down from $4.3 million in
May 2011. We also observed that debts issued by obligors with
ratings in the 'CCC' range decreased to $9.5 million, down from
$14.5 million as of May 2011," S&P said.

"The transaction is still in its reinvestment period. As of August
2012, the amount of performing collateral, including reinvestable
cash, increased to $321.4 million from $311.5 million as of May
2011. As a result, we have observed an increase in the
transaction's overcollateralization (O/C) ratios of approximately
5% on average over this period," S&P said.

Another positive factor in our analysis includes an increase in
the weighted-average spread possibly as a result of the
transaction's reinvestments into securities with higher spreads

In years 2009 through 2011, classes A-1 and E paid down to 93.3%
and 95.5% of their original balances, respectively, as a result of
several O/C tests being out of compliance. As of August 2012, all
O/C tests are in compliance.

"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

Westwood CDO II Ltd.
                              Rating
Class                   To           From
A-1                     AAA (sf)     AA+ (sf)
A-2                     AA+ (sf)     AA (sf)/Watch Pos
B                       AA (sf)      A+ (sf)/Watch Pos
C                       A (sf)       BBB+ (sf)/Watch Pos
D                       BBB- (sf)    B+ (sf)/Watch Pos
E                       B- (sf)      CCC- (sf)/Watch Pos


WFRBS 2011-C5: Moody's Affirms 'B2' Rating on Class G Certificates
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 13 classes of
WFRBS Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2011-C5 as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Nov 28, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Nov 28, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Nov 28, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Nov 28, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-S, Affirmed at Aaa (sf); previously on Nov 28, 2011
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa2 (sf); previously on Nov 28, 2011 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at A2 (sf); previously on Nov 28, 2011 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed at Baa1 (sf); previously on Nov 28, 2011
Definitive Rating Assigned Baa1 (sf)

Cl. E, Affirmed at Baa3 (sf); previously on Nov 28, 2011
Definitive Rating Assigned Baa3 (sf)

Cl. F, Affirmed at Ba2 (sf); previously on Nov 28, 2011 Definitive
Rating Assigned Ba2 (sf)

Cl. G, Affirmed at B2 (sf); previously on Nov 28, 2011 Definitive
Rating Assigned B2 (sf)

Cl. X-A, Affirmed at Aaa (sf); previously on Nov 28, 2011
Definitive Rating Assigned Aaa (sf)

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

Ratings Rationale

The affirmations for the 11 principal classes are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed DSCR and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings.

The ratings of the two interest-only (IO) classes, Class X-A and
X-B, are consistent with the expected credit performance of their
referenced classes and thus are affirmed.

Moody's rating action reflects a cumulative base expected loss of
2.3% of the current pooled balance, which is similar to Moody's
cumulative based expected loss expectation at securitization.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

The review also utilized the IO calculator v1.1, which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 17, which is the same as at securitization.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. This is Moody's first full
review of WFRBS 2011-C5. The initial Pre-Sale Report was released
on October 27, 2011.

Deal Performance

As of the September 17, 2012 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 1% to $1.08
billion from $1.09 billion at securitization. The Certificates are
collateralized by 75 mortgage loans ranging in size from less than
1% to 19% of the pool, with the top ten loans representing 57% of
the pool. The deal does not contain any loans with credit
assessments or any defeased loans.

Three loans, representing 9% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

The pool does not contain any specially serviced loans and has not
experienced any losses.

Moody's was provided with full year 2011 and partial year 2012
operating results for 94% and 82% of the conduit, respectively.
Moody's weighted average conduit LTV is 97% compared to 98% at
securitization. Moody's net cash flow reflects a weighted average
haircut of 5.0% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.4%.

Moody's actual and stressed conduit DSCRs are 1.38X and 1.06X,
respectively, compared to 1.37X and 1.05X at securitization.
Moody's actual DSCR is based on Moody's net cash flow (NCF) and
the loan's actual debt service. Moody's stressed DSCR is based on
Moody's NCF and a 9.25% stressed rate applied to the loan balance.

The top three conduit loans represent 34% of the pool. The largest
conduit loan is the Domain Loan ($205 million -- 19.0% of the
pool), which is secured by the borrower's condominium interest in
a 1.23 million square foot (SF) lifestyle center located in the
"Golden Triangle" area of Austin, Texas. The property was
developed by Simon Property Group, the loan sponsor, in two phases
between 2007 and 2010. The total cost was approximately $388
million ($441 PSF) and constitutes a 50% of the Domain
condominium, which also includes 828 residential units that are
not part of the collateral. The property is anchored by Neiman
Marcus, Macy's, Dillard's, Dicks Sporting Goods and an 8-screen
movie theatre. The collateral was 89% leased as of March 2012
compared to 86% as of June 2011. Moody's LTV and stressed DSCR are
95% and 0.94X, respectively, compared to 96% and 0.93X at
securitization.

The second largest loan is the Puck Building Loan ($85 million --
7.9% of the pool), which is secured by a condominium interest in
seven floors of a 239,000 SF mixed-use building located in the
SoHo office submarket of Manhattan, New York. The property was 97%
leased as of June 2012 compared to 94% as of June 2011. The
property has a strong occupancy history, but was being
repositioned at securitization. Previous ballroom and catering
space was converted into office and retail uses. Recreational
Equipment Inc. is building out its space into its flagship New
York City store. The property is on the watchlist for low debt
service coverage as several tenants had rent abatement periods.
Over $7 million of reserves were established at securitization
cover debt service shortfalls during the rent abatement period.
Moody's LTV and stressed DSCR are 108% and 0.88X, respectively,
which is the same as at securitization.

The third largest loan is the Arbor Walk and Palms Crossing Loan
($81 million -- 7.5% of the pool), which is secured by two
anchored retail centers totaling 793,000 SF. Simon Property Group
is the loan sponsor. Arbor Walk is located less than a mile away
from the Simon's Domain lifestyle center in Austin, Texas. The two
retail assets are not considered direct competitors as each caters
to a different consumer segment. Arbor Walk is anchored by Home
Depot, Marshalls and Jo-Ann Fabrics. It is 95% leased as of March
2012, which is the same as at securitization. Palm Crossings is
located in McAllen, Texas and is anchored by Hoppy Lobby, Sports
Authority and Beall's. Palm Crossings is 98% leased as of March
2012 compared to 100% at securitization. Moody's LTV and stressed
DSCR are 95% and 1.05X, respectively, compared to 103% and 0.97X
at securitization.


WHITEHORSE II: S&P Raises Rating on Class B-1L Notes From 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2L, A-3L, and B-2L notes from WhiteHorse II Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by
WhiteHorse Capital Partners, L.P. "At the same time, we removed
our ratings on the class A-2L, A-3L, and B-2L notes from
CreditWatch with positive implications, where we placed them on
June 18, 2012. Concurrently, we affirmed our 'AAA (sf)' rating on
the class A-1L notes," S&P said.

"The upgrades mainly reflect paydowns to the class A-1L notes and
a subsequent improvement in the credit enhancement available to
support the notes since October 2011, when we upgraded all of the
notes. Since that time, the transaction has paid down the class A-
1L notes by approximately $65.4 million, reducing their
outstanding note balance to 12.29% of their original balance at
Issuance," S&P said.

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

    The senior class A O/C ratio was 176.40%, compared with a
    reported ratio of 143.77% in October 2011;

    The class A O/C ratio was 142.46%, compared with a reported
    ratio of 126.68% in October 2011; and,

    The class B-1L O/C ratio was 122.99%, compared with a reported
    ratio of 114.15% in October 2011.

"In the September 2012 report, the trustee reported approximately
$12.41 million or 10.81% in long dated securities, or underlying
collateral that matures after the legal final maturity of the
transaction. Exposure to these long-dated assets leaves the
transaction subject to potential market value risks. The rating
actions have taken this exposure into account," S&P said.

"In addition, based on information contained in a 2009 trustee
report, we believe the WhiteHorse II Ltd transaction experienced a
note cancellation, whereby subordinate debt issued by the CLO was
retired before the debt was paid out, as originally contemplated
through the payment waterfall. We have generally seen such actions
take place either after the CDO manager purchases the debt using
principal proceeds at a discount from par or after the subordinate
noteholders submitted the debt for cancellation without payment.
To the extent we believe that other types of CDO transactions have
been subject to cancellation of subordinate notes in a similar
fashion, we have and will continue to take action separately," S&P
said.

"In our opinion, cancellation of subordinate debt affects two of
the five key areas of our analytical framework that we describe in
our 'Principles-Based Rating Methodology For Global Structured
Finance Securities' article, which we published May 29, 2007. The
cancellation of subordinate debt primarily affects the payment
structure and cash flow mechanics of a transaction. We also
believe that debt cancellation affects credit stability," S&P
said.

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

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

       http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

WhiteHorse II Ltd.
                   Rating
Class         To           From
A-2L          AAA (sf)     AA+ (sf)/Watch Pos
A-3L          AA+ (sf)     A+ (sf)/Watch Pos
B-1L          A+ (sf)      BB+ (sf)/Watch Pos

RATING AFFIRMED

WhiteHorse II Ltd.
Class                Rating
A-1L                 AAA (sf)

TRANSACTION INFORMATION
Issuer:             WhiteHorse II Ltd.
Coissuer:           WhiteHorse II (Delaware) Corp.
Collateral manager: WhiteHorse Capital Partners, L.P.
Underwriter:        Bear Stearns Cos. LLC
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CDO


* Fitch Lowers Ratings on 46 Bonds in 23 CMBS Transactions to 'D'
-----------------------------------------------------------------
Fitch Ratings has downgraded 46 bonds in 23 U.S. commercial
mortgage-backed securities (CMBS) transactions to 'D', as the
bonds have incurred a principal write-down.  The bonds were all
previously rated 'CC' or 'C' which indicates that Fitch expected a
default.

The action is limited to just the bonds with write-downs.  The
remaining bonds in these transactions have not been analyzed as
part of this review.  Fitch has downgraded the bonds to 'D' as
part of the ongoing surveillance process and will continue to
monitor these transactions for additional defaults.

A spreadsheet detailing Fitch's rating actions on the affected
transactions is available at 'www.fitchratings.com' by performing
a title search for: 'Fitch Downgrades 46 Bonds in 23 U.S. CMBS
Transactions'.


* Moody's Takes Rating Actions on $9.8-Mil. Resecuritized RMBS
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two tranches
and confirmed the ratings of two tranches from resecuritized RMBS
issued between 2005 and 2009. The resecuritized bonds are backed
by underlying bonds from different prime jumbo, Alt-A and Option
ARM RMBS transactions.

Complete rating actions are as follows:

Issuer: GSMSC Pass-Through Trust 2009-1R

Cl. 23A2, Confirmed at B2 (sf); previously on Jun 13, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Issuer: MASTR Resecuritization 2005-4CI

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

Issuer: MASTR Resecuritization 2006-1CI

Cl. N3, Upgraded to Ba1 (sf); previously on Aug 3, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. N4, Upgraded to B3 (sf); previously on May 15, 2009 Downgraded
to C (sf)

Ratings Rationale

The actions reflect the recent performance of the pools of
mortgages backing the underlying bonds and the updated loss
expectations on the resecuritzation bonds.

The principal methodology used in these ratings was "Moody's
Approach to Rating US Resecuritized Residential Mortgage-Backed
Securities" published in February 2011.

The principal methodology used in determining the ratings of the
underlying bonds is described in the Monitoring and Performance
Review section in "Moody's Approach to Rating US Residential
Mortgage-Backed Securities" published in December 2008. For other
methodologies used for estimating losses on RMBS pools, please
refer to the methodology publications "2005 - 2008 US RMBS
Surveillance Methodology" published in July 2011.

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.

As part of the sensitivity analysis, Moody's stressed the updated
losses on the underlying bonds by an additional 10% and found that
the implied ratings of the resecuritization bonds do not change.

A list of these actions including CUSIP identifiers may be found
at http://moodys.com/viewresearchdoc.aspx?docid=PBS_SF298723


* Moody's Takes Rating Actions on LOC-Backed Debt Obligations
-------------------------------------------------------------
Moody's Investors Service has upgraded 28, downgraded 18, and
affirmed 33 long-term ratings on letter of credit (LOC)-backed
U.S. municipal debt obligations. The aggregate face amount of debt
affected by these rating actions is $4.62 billion. Moody's has
taken these rating actions in connection with Moody's on-going
surveillance of the 876 letter of credit-backed transactions rated
based on a joint default analysis (JDA) which have an aggregate
face amount of $51.88 billion. None of the bonds' short-term
ratings were affected. A full list of the 79 transactions and
applicable rating actions is available on Moody's website at
http://www.moodys.com/viewresearchdoc.aspx?docid=PBM_PBM145568

Summary Ratings Rationale

These rating actions result from Moody's on-going surveillance of
LOC-backed transactions rated based on a JDA approach. Moody's
recent surveillance of these credits included a reassessment of
default dependence for each credit based on updated information
with respect to the obligor and the LOC provider.

Detailed Credit Discussion

Of the 79 ratings affected by the actions discussed herein, 18
were downgraded by 1 notch, 27 were upgraded by 1 notch, 1 was
upgraded by two notches, and 33 were affirmed. The JDA ratings of
797 obligations remained unchanged. The JDA approach looks at the
probability of default of both the obligor and the letter of
credit provider and the default dependence between the two
entities. Factors considered in Moody's assessment of default
dependence include revenue overlap between the obligor and the
support provider, puttable variable rate debt as a percentage of
the obligor's total debt, liquid financial resources available to
the obligor, and the obligor's historic and expected access to the
capital markets. The approach recognizes the potential benefit of
dual support and, as such, transactions may achieve long-term
ratings that are higher than that of either the obligor or the LOC
provider by up to three notches.

The JDA rating changes do not affect the ratings of the obligors
associated with these transactions nor do they reflect a change in
Moody's opinion of any obligor's credit quality.

What Could Make The Ratings Go UP or DOWN

As the long-term ratings on these transactions are determined in
part by the probability of default by both the LOC provider and
the obligor, an upgrade or downgrade of the ratings of either or
both of these entities could result in a upgrade or downgrade of
each transaction's rating. Likewise, as the default dependence
between the LOC provider and the obligor is another important
input into the rating, a decrease in default dependence could
result in an upgrade, and an increase could result in a downgrade.

Principal Methodologies Used

The principal methodologies on which ratings affected by actions
described herein are Applying Global Joint Default Analysis to
Letter of Credit-Backed Transactions in the U.S. Public Finance
Sector, published on October 18, 2010 and Moody's methodology for
Rating U.S. Public Finance Transactions Based on the Credit
Substitution Approach published in August 2009. Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found on Moody's
website.


* S&P Lowers Ratings on 129 Classes From 38 US RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 129
classes from 38 U.S. residential mortgage-backed securities (RMBS)
transactions and removed 115 of them from CreditWatch with
negative implications and 13 of them from CreditWatch with
developing implications. "We also raised our ratings on 18 classes
from 15 transactions and removed four of them from CreditWatch
with positive implications and 12 of them from CreditWatch with
developing implications. We also affirmed our ratings on 192
classes from 50 transactions and removed 18 of them from
CreditWatch negative, 25 of them from CreditWatch developing, and
13 of them from CreditWatch positive. We also withdrew our ratings
of 'D (sf)' on 12 classes from a single transaction; the 'D (sf)'
rating represents the highest rating in this transaction.
Additionally, we withdrew our rating on another class from another
transaction and removed it from CreditWatch positive because it
has been paid in full," S&P said.

"The transactions in this review were issued between 2005 and 2007
and are backed by adjustable- and fixed-rate subprime mortgage
loans secured primarily by first liens on one- to four-family
residential properties," S&P said.

"On Aug. 15, 2012, we placed our ratings on 201 classes from all
of the transactions within this review on CreditWatch negative,
positive or developing, along with ratings from a group of other
RMBS securities due to the implementation of our recently revised
criteria for surveilling pre-2009 U.S. RMBS ratings. CreditWatch
negative accounted for approximately 57% of the actions,
CreditWatch developing accounted for approximately 36%, and
CreditWatch positive accounted for approximately 7%. We completed
our review of these transactions using the revised assumptions and
these rating actions resolve some of the CreditWatch placements,"
S&P said.

                              3 or fewer       More than 3
From Watch   Affirmations      notches           notches
                             Up      Down      Up     Down
Watch Pos         13          4        0        0        0
Watch Neg         18          0       35        0       80
Watch Dev         25          7       13        5        0

"The high percentage of CreditWatch negative placements reflect
our projection that remaining losses for the subprime 2005 vintage
will increase to 43% of the outstanding balance as of June 2012,
up 36% from our previous projection of 31.50%. We also project
that remaining losses for the subprime 2006 vintage will increase
to 52.50% of the remaining outstanding balance, up from our
previous projection of 44.75%. Lastly, we project that remaining
losses for the subprime 2007/2008 vintage will increase slightly
to 50.75% of the June 2012 outstanding balance from our previous
projection of 49.00%," S&P said.

The increase in projected losses resulted from one or more of
these factors:

    An increase in our default and loss multiples at higher
    investment-grade rating levels;

    A substantial portion of nondelinquent loans (generally
    between 25% and 50%) now categorized as reperforming (many of
    these loans have been modified) and having a default frequency
    of 45% or 50%;

    Increased roll-rates for 30- and 60-day delinquent loans;

    Application of a high prepayment/front end stress liquidation
    scenario; and

    A continued elevated level of observed severities. All of the
    transactions within this review are using the severities
    observed from within each respective transaction, with 57% of
    them showing a higher severity than the default severity of
    75% used for these subprime cohorts.

"In line with the factors described above, we revised our
remaining loss projections for all of the transactions in this
review from our previous projections. The remaining projected loss
increases ranged from a low of 5% for First Franklin Mortgage Loan
Trust 2005-FF4 to a high of 24% for RAMP Series 2005-EFC3 Trust.
As a result of these increases in remaining projected losses, most
of the rating actions in this review were downgrades," S&P said.

"Despite the increase in remaining projected losses, we upgraded
18 classes from 15 transactions. In general, the upgrades reflect
two general trends we've seen in these subprime transactions," S&P
said:

    The transactions have failed their cumulative loss trigger,
    resulting in the permanent sequential payment of principal to
    its classes, thereby locking out any principal payments to
    lower rated subordinate classes, which prevents credit support
    erosion; and

    Certain classes have a first priority in interest and
    principal payments driven by the occurrence of the first
    bullet.

"All of the upgrades affected classes from transactions issued in
2005 and 2006 that have substantial actual credit support and
where the mezzanine classes are the only bonds outstanding. All of
the upgraded classes were originally rated in an investment-grade
category. We are now upgrading them to 'AAA (sf)' or 'AA+ (sf)',"
S&P said.

The 17 'AAA (sf)' affirmations from nine transactions affect bonds
that we expect to be paid off within the next 12 months.

The 16 affirmations from 15 transactions in the 'AA (sf)' and 'A
(sf)' categories reflect:

    Mezzanine classes that are currently in first, second, or
    third payment priority (all of the senior classes in these
    structures have been paid in full); and

    Permanently failing cumulative loss triggers.

"In addition, we affirmed the ratings on 15 classes from 12
transactions in the 'B (sf)' rating category. The projected credit
support on these particular bonds remained relatively in line with
prior projections," S&P said.

"Lastly, we affirmed our ratings on 136 additional classes in the
'CCC (sf)' or 'CC (sf)' rating categories. We believe that the
projected credit support for these classes will remain
insufficient to cover the revised projected losses to these
classes," S&P said.

"We lowered our ratings on 129 classes from 38 transactions. Of
the lowered ratings, we downgraded 43 classes out of investment-
grade, including four that we downgraded to 'CCC (sf)'. Another 59
ratings remain at investment-grade after being lowered. The
remaining downgraded classes already had speculative-grade ratings
prior to being lowered," S&P said.

"Mezzanine tranches accounted for the bulk of the lowered ratings
(79); the remaining downgrades affected senior classes. Contrary
to the characteristics that distinguished the upgrades and
affirmations highlighted, these downgraded tranches did not
exhibit either a high priority in payment or a short-projected
average life," S&P said.

"We withdrew our ratings on 12 classes from a single deal that are
rated 'D (sf)' and represent the highest rating within this
transaction. We withdrew our rating on one other class from an
additional transaction because it has been paid in full," S&P
said.

"In accordance with our counterparty criteria, we considered any
applicable hedges related to these securities when performing
these rating actions and resolving the CreditWatch placements,"
S&P said.

Subordination, overcollateralization (when available), and excess
interest generally provide credit support for these subprime
transactions.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

ABFC 2005-HE2 Trust
Series      2005-HE2
                               Rating
Class      CUSIP       To                   From
M-1        04542BNJ7   BBB+ (sf)            BBB+ (sf)/Watch Pos
M-2        04542BNK4   B (sf)               B- (sf)/Watch Pos
M-3        04542BNL2   B- (sf)              CCC (sf)

Ameriquest Mortgage Securities Inc.
Series      2005-R11
                               Rating
Class      CUSIP       To                   From
A-1        03072SU45   AA+ (sf)             AAA (sf)/Watch Neg
A-2C       03072SU78   AA+ (sf)             AAA (sf)/Watch Neg
A-2D       03072SU86   A+ (sf)              AAA (sf)/Watch Neg
M-1        03072SU94   BBB (sf)             AA+ (sf)/Watch Neg
M-2        03072SV28   BB- (sf)             BB+ (sf)/Watch Dev
M-3        03072SV36   CCC (sf)             B- (sf)/Watch Dev

Asset Backed Securities Corporation Home Equity Loan Trust, Series
2005-HE1
Series      2005-HE1
                               Rating
Class      CUSIP       To                   From
M1         04541GPH9   A+ (sf)              AA+ (sf)/Watch Neg
M2         04541GPJ5   B- (sf)              BBB (sf)/Watch Neg
M3         04541GPK2   CCC (sf)             BB- (sf)/Watch Neg
M4         04541GPL0   CCC (sf)             B- (sf)/Watch Dev

Asset Backed Securities Corporation Home Equity Loan Trust, Series
2005-HE7
Series      2005-HE7
                               Rating
Class      CUSIP       To                   From
M1         04541GTX0   AAA (sf)             AA+ (sf)/Watch Dev
M2         04541GTY8   AA (sf)              AA (sf)/Watch Dev
M3         04541GTZ5   B+ (sf)              A (sf)/Watch Neg

Asset Backed Securities Corporation Home Equity Loan Trust, Series
NC 2005-HE4
Series      2005-HE4
                               Rating
Class      CUSIP       To                   From
M2         04541GRL8   AAA (sf)             AA (sf)/Watch Pos
M3         04541GRM6   AA- (sf)             AA- (sf)/Watch Pos
M4         04541GRN4   A+ (sf)              A+ (sf)/Watch Dev
M5         04541GRP9   BB+ (sf)             A (sf)/Watch Neg
M6         04541GRQ7   B- (sf)              BB (sf)/Watch Neg

Bear Stearns Asset Backed Securities I Trust 2007-HE3
Series      2007-HE3
                               Rating
Class      CUSIP       To                   From
I-A-1      073852AA3   A+ (sf)              B- (sf)/Watch Dev

Carrington Mortgage Loan Trust, Series 2007-FRE1
Series      2007-FRE1
                               Rating
Class      CUSIP       To                   From
A1         144527AA6   A+ (sf)              BB (sf)/Watch Dev

Centex Home Equity Loan Trust 2005-B
Series      2005-B
                               Rating
Class      CUSIP       To                   From
AF-4       152314MU1   A+ (sf)              AAA (sf)/Watch Neg
AF-5       152314MV9   A+ (sf)              AAA (sf)/Watch Neg
AF-6       152314MW7   A+ (sf)              AAA (sf)/Watch Neg
M-1        152314NB2   BB+ (sf)             AA+ (sf)/Watch Neg
M-2        152314NC0   CCC (sf)             AA (sf)/Watch Neg
M-3        152314ND8   CCC (sf)             BBB (sf)/Watch Neg
M-4        152314NE6   CCC (sf)             B (sf)/Watch Neg

Centex Home Equity Loan Trust 2005-C
Series      2005-C
                               Rating
Class      CUSIP       To                   From
AF-5       152314NP1   AA+ (sf)             AAA (sf)/Watch Neg
AF-6       152314NQ9   AA+ (sf)             AAA (sf)/Watch Neg
M-1        152314NU0   BB+ (sf)             AA+ (sf)/Watch Neg
M-2        152314NV8   B- (sf)              AA (sf)/Watch Neg
M-3        152314NW6   B- (sf)              AA- (sf)/Watch Neg
M-4        152314NX4   CCC (sf)             A+ (sf)/Watch Neg
M-5        152314NY2   CCC (sf)             BBB (sf)/Watch Neg
M-6        152314NZ9   CCC (sf)             B- (sf)/Watch Dev

Citigroup Mortgage Loan Trust 2006-WFHE4
Series      2006-WFHE4
                               Rating
Class      CUSIP       To                   From
A-2        17309SAB6   NR (sf)              BBB (sf)/Watch Pos
A-3        17309SAC4   B+ (sf)              B (sf)/Watch Pos
A-4        17309SAD2   B (sf)               B (sf)/Watch Pos

Citigroup Mortgage Loan Trust Inc.
Series      2005-HE4
                               Rating
Class      CUSIP       To                   From
A-1        17307GQ84   A+ (sf)              AAA (sf)/Watch Neg
A-2C       17307GP44   AAA (sf)             AAA (sf)/Watch Neg
A-2D       17307GP51   BBB+ (sf)            AAA (sf)/Watch Neg
M-1        17307GP69   B- (sf)              CC (sf)

Citigroup Mortgage Loan Trust, Series 2005-OPT4
Series      2005-OPT4
                               Rating
Class      CUSIP       To                   From
M-1        17307GUR7   AAA (sf)             AA+ (sf)/Watch Dev
M-2        17307GUS5   AA (sf)              AA (sf)/Watch Dev
M-3        17307GUT3   BBB+ (sf)            AA (sf)/Watch Neg
M-4        17307GUU0   BB+ (sf)             AA- (sf)/Watch Neg
M-5        17307GUV8   B- (sf)              BBB (sf)/Watch Neg
M-6        17307GUW6   CCC (sf)             BB- (sf)/Watch Neg

CSMC Trust 2006-CF1
Series      2006-CF1
                               Rating
Class      CUSIP       To                   From
A-1        225470TY9   AAA (sf)             AAA (sf)/Watch Neg
M-1        225470TZ6   AA (sf)              AA (sf)/Watch Dev
M-2        225470UA9   BB+ (sf)             A (sf)/Watch Neg
B-1        225470UB7   BB- (sf)             BBB (sf)/Watch Neg
B-2        225470UC5   B- (sf)              BB (sf)/Watch Neg
B-3        225470UD3   CCC (sf)             B- (sf)/Watch Dev

FFMLT Trust 2005-FF2
Series      2005-FF2
                               Rating
Class      CUSIP       To                   From
M-2        36242DN33   AA+ (sf)             AA (sf)/Watch Dev
M-3        36242DN41   A+ (sf)              AA (sf)/Watch Neg
M-4        36242DN58   BB+ (sf)             A (sf)/Watch Neg
M-5        36242DN66   CCC (sf)             B- (sf)/Watch Dev

First Franklin Mortgage Loan Trust 2005-FF4
Series      2005-FF4
                               Rating
Class      CUSIP       To                   From
I-A1       32027NQX2   AAA (sf)             AAA (sf)/Watch Neg
M-1        32027NRC7   AA+ (sf)             AA+ (sf)/Watch Dev
M-2        32027NRD5   A+ (sf)              AA (sf)/Watch Neg
M-3        32027NRE3   BB (sf)              BB (sf)/Watch Dev

First Franklin Mortgage Loan Trust, Series 2005-FF6
Series      2005-FF6
                               Rating
Class      CUSIP       To                   From
A-1A       32027NSE2   AAA (sf)             AAA (sf)/Watch Neg
A-1B       32027NSF9   AAA (sf)             AAA (sf)/Watch Neg
M-1        32027NSJ1   AA+ (sf)             AA+ (sf)/Watch Dev
M-2        32027NSK8   BBB- (sf)            BBB- (sf)/Watch Pos
M-3        32027NSL6   B- (sf)              B- (sf)/Watch Pos

Fremont Home Loan Trust 2005-2
Series      2005-2
                               Rating
Class      CUSIP       To                   From
M-1        35729PLL2   AA+ (sf)             AA+ (sf)/Watch Dev
M-2        35729PLM0   BBB (sf)             AA (sf)/Watch Neg
M-3        35729PLN8   B- (sf)              BBB+ (sf)/Watch Neg
M-4        35729PLP3   CCC (sf)             B- (sf)/Watch Dev

GSAMP Trust 2007-NC1
Series      2007-NC1
                               Rating
Class      CUSIP       To                   From
A-2A       3622MGAB4   CCC (sf)             BB (sf)/Watch Neg

Home Equity Asset Trust 2005-7
Series      2005-7
                               Rating
Class      CUSIP       To                   From
1-A-1      437084NT9   AA+ (sf)             AAA (sf)/Watch Neg
2-A-4      437084PQ3   A+ (sf)              AAA (sf)/Watch Neg
M-1        437084NZ5   B (sf)               A (sf)/Watch Neg

Home Equity Asset Trust 2005-8
Series      2005-8
                               Rating
Class      CUSIP       To                   From
1-A-1      437084PS9   A+ (sf)              AAA (sf)/Watch Neg
2-A-4      437084PW0   A+ (sf)              AAA (sf)/Watch Neg
M-1        437084PZ3   BB+ (sf)             A (sf)/Watch Neg

Home Equity Asset Trust 2005-9
Series      2005-9
                               Rating
Class      CUSIP       To                   From
1-A-1      437084QR0   A+ (sf)              AAA (sf)/Watch Neg
2-A-3      437084QU3   AAA (sf)             AAA (sf)/Watch Neg
2-A-4      437084QV1   BBB+ (sf)            AA+ (sf)/Watch Neg
M-1        437084QY5   CCC (sf)             B- (sf)/Watch Dev

JPMorgan Mortgage Acquisition Corp. 2005-FRE1
Series      2005-FRE1
                               Rating
Class      CUSIP       To                   From
AI         46626LBU3   BBB+ (sf)            AA+ (sf)/Watch Neg
A-II-F-3   46626LBX7   BB (sf)              AA+ (sf)/Watch Neg
AII-F-4    46626LBY5   BB (sf)              AA+ (sf)/Watch Neg
AII-V-2    46626LCA6   BB+ (sf)             AA+ (sf)/Watch Neg
AII-V-3    46626LCB4   BB (sf)              AA+ (sf)/Watch Neg
M-1        46626LCC2   CCC (sf)             BB (sf)/Watch Neg

JPMorgan Mortgage Acquisition Trust 2006-NC2
Series      2006-NC2
                               Rating
Class      CUSIP       To                   From
A-1A       46629HAA4   B+ (sf)              B+ (sf)/Watch Pos
A-1B       46629HAB2   B- (sf)              B- (sf)/Watch Pos
A-3        46629FAB6   BBB- (sf)            BBB- (sf)/Watch Pos
A-4        46629FAC4   B- (sf)              B- (sf)/Watch Dev
A-5        46629FAD2   B- (sf)              B- (sf)/Watch Dev

MASTR Asset Backed Securities Trust 2005-HE2
Series      2005-HE2
                               Rating
Class      CUSIP       To                   From
A-1        57643LKG0   AA+ (sf)             AAA (sf)/Watch Neg
A-4        57643LKK1   AA+ (sf)             AAA (sf)/Watch Neg
M-1        57643LKL9   A+ (sf)              AA+ (sf)/Watch Neg
M-2        57643LKM7   B+ (sf)              B+ (sf)/Watch Pos

Merrill Lynch Mortgage Investors Trust, Series 2006-HE1
Series      2006-HE1
                               Rating
Class      CUSIP       To                   From
A-1        59020U2Z7   A+ (sf)              BB+ (sf)/Watch Dev
A-2C       59020U3C7   BBB+ (sf)            BB- (sf)/Watch Dev
A-2D       59020U3D5   BBB+ (sf)            BB- (sf)/Watch Dev

Morgan Stanley ABS Capital I Inc. Trust 2005-NC2
Series      2005-NC2
                               Rating
Class      CUSIP       To                   From
M-2        61744CPH3   AA (sf)              AA (sf)/Watch Dev
M-3        61744CPJ9   BBB+ (sf)            AA- (sf)/Watch Neg
M-4        61744CPK6   BB+ (sf)             BBB (sf)/Watch Neg
M-5        61744CPL4   B- (sf)              B- (sf)/Watch Dev

Option One Mortgage Loan Trust 2005-4
Series      2005-4
                               Rating
Class      CUSIP       To                   From
A-1        68389FJD7   AA+ (sf)             AAA (sf)/Watch Neg
A-3        68389FJF2   AA+ (sf)             AAA (sf)/Watch Neg
A-4        68389FJG0   AA+ (sf)             AAA (sf)/Watch Neg
M-1        68389FJH8   BBB+ (sf)            AA+ (sf)/Watch Neg
M-2        68389FJJ4   CCC (sf)             B- (sf)/Watch Dev

Popular ABS Mortgage Pass-Through Trust 2005-1
Series      2005-1
                               Rating
Class      CUSIP       To                   From
AF-4       73316PBL3   AAA (sf)             AAA (sf)/Watch Neg
AF-5       73316PBM1   AAA (sf)             AAA (sf)/Watch Neg
AF-6       73316PBN9   AAA (sf)             AAA (sf)/Watch Neg
AV-1A      73316PBP4   AA+ (sf)             AAA (sf)/Watch Neg
AV-1B      73316PBQ2   A+ (sf)              AAA (sf)/Watch Neg
AV-2       73316PBR0   A+ (sf)              AAA (sf)/Watch Neg
M-1        73316PBS8   B- (sf)              AA (sf)/Watch Neg

Popular ABS Mortgage Pass-Through Trust 2005-2
Series      2005-2
                               Rating
Class      CUSIP       To                   From
AF-4       73316PCD0   AA+ (sf)             AAA (sf)/Watch Neg
AF-5       73316PCE8   A+ (sf)              AAA (sf)/Watch Neg
AF-6       73316PCF5   AA+ (sf)             AAA (sf)/Watch Neg
AV-1A      73316PCG3   AA+ (sf)             AAA (sf)/Watch Neg
AV-1B      73316PCH1   A+ (sf)              AAA (sf)/Watch Neg
AV-2       73316PCJ7   A+ (sf)              AAA (sf)/Watch Neg
M-1        73316PCK4   B- (sf)              AA- (sf)/Watch Neg
M-6        73316PCQ1   D (sf)               CC (sf)

Popular ABS Mortgage Pass-Through Trust 2005-B
Series      2005-B
                               Rating
Class      CUSIP       To                   From
M-1        73316PEL0   AA+ (sf)             AA (sf)/Watch Dev
M-2        73316PEM8   BBB- (sf)            A (sf)/Watch Neg
M-3        73316PEN6   BB+ (sf)             A- (sf)/Watch Neg
M-4        73316PEP1   B- (sf)              BBB- (sf)/Watch Neg
M-5        73316PEQ9   CCC (sf)             B (sf)/Watch Neg

RAMP Series 2005-EFC3 Trust
Series      2005-EFC3
                               Rating
Class      CUSIP       To                   From
M-1        76112BYT1   AAA (sf)             AA+ (sf)/Watch Dev
M-2        76112BYU8   A+ (sf)              AA+ (sf)/Watch Neg
M-3        76112BYV6   BBB+ (sf)            AA (sf)/Watch Neg
M-4        76112BYW4   BB+ (sf)             A+ (sf)/Watch Neg
M-5        76112BYX2   CCC (sf)             BB+ (sf)/Watch Neg
M-6        76112BYY0   CCC (sf)             B- (sf)/Watch Dev

RASC Series 2005-KS11 Trust
Series      2005-KS11
                               Rating
Class      CUSIP       To                   From
A-I-4      76110W7B6   A+ (sf)              AAA (sf)/Watch Neg
A-II       76110W7C4   A+ (sf)              AAA (sf)/Watch Neg
M-1        76110W7D2   BB+ (sf)             BBB (sf)/Watch Neg
M-2        76110W7E0   B- (sf)              B- (sf)/Watch Dev

RASC Series 2005-KS12 Trust
Series      2005-KS12
                               Rating
Class      CUSIP       To                   From
A-2        753910AB4   BBB+ (sf)            AAA (sf)/Watch Neg
A-3        753910AC2   BBB+ (sf)            AAA (sf)/Watch Neg
M-1        753910AD0   BB+ (sf)             AA- (sf)/Watch Neg
M-2        753910AE8   CCC (sf)             BB- (sf)/Watch Neg

RASC Series 2005-KS7 Trust
Series      2005-KS7
                               Rating
Class      CUSIP       To                   From
M-1        76110W2X3   AA+ (sf)             AA+ (sf)/Watch Dev
M-2        76110W2Y1   A+ (sf)              AA (sf)/Watch Neg
M-3        76110W2Z8   BBB (sf)             AA (sf)/Watch Neg
M-4        76110W3A2   BB+ (sf)             BBB+ (sf)/Watch Neg
M-5        76110W3B0   B- (sf)              B+ (sf)/Watch Neg

Renaissance Home Equity Loan Trust 2005-3
Series      2005-3
                               Rating
Class      CUSIP       To                   From
AV-3       75970NBA4   BB (sf)              AAA (sf)/Watch Neg
AF-3       75970NBD8   BB+ (sf)             AA+ (sf)/Watch Neg
AF-4       75970NBE6   B- (sf)              AA+ (sf)/Watch Neg
AF-5       75970NBF3   B- (sf)              AA+ (sf)/Watch Neg
AF-6       75970NBG1   B- (sf)              AA+ (sf)/Watch Neg
M-1        75970NBH9   CCC (sf)             BB (sf)/Watch Neg

Saxon Asset Sec Trust 2006-3
Series      2006-3
                               Rating
Class      CUSIP       To                   From
A-2        80556AAB3   BBB- (sf)            BB- (sf)/Watch Dev

Soundview Home Loan Trust 2005-3
Series      2005-3
                               Rating
Class      CUSIP       To                   From
M-2        83611MFN3   AA (sf)              AA (sf)/Watch Dev
M-3        83611MFP8   B- (sf)              A (sf)/Watch Neg

Specialty Underwriting and Residential Finance Trust, Series 2005-
AB1
Series      2005-AB1
                               Rating
Class      CUSIP       To                   From
A-1C       84751PFD6   AAA (sf)             AAA (sf)/Watch Neg
M-1        84751PFE4   AA+ (sf)             AA+ (sf)/Watch Dev
M-2        84751PFF1   B- (sf)              B- (sf)/Watch Pos

Specialty Underwriting and Residential Finance Trust, Series 2005-
BC1
Series      2005-BC1
                               Rating
Class      CUSIP       To                   From
M-2        84751PES4   AAA (sf)             AA (sf)/Watch Pos
M-3        84751PET2   BB (sf)              A (sf)/Watch Neg

Structured Asset Investment Loan Trust 2005-4
Series      2005-4
                               Rating
Class      CUSIP       To                   From
M1         86358ESK3   AA+ (sf)             AA+ (sf)/Watch Dev
M2         86358ESL1   BBB+ (sf)            AA (sf)/Watch Neg
M3         86358ESM9   BB+ (sf)             BBB (sf)/Watch Neg
M4         86358ESN7   CCC (sf)             B- (sf)/Watch Dev

Structured Asset Investment Loan Trust 2005-6
Series      2005-6
                               Rating
Class      CUSIP       To                   From
A1         86358ETR7   AAA (sf)             AAA (sf)/Watch Neg
A2         86358ETS5   AAA (sf)             AAA (sf)/Watch Neg
A3         86358ETT3   AAA (sf)             AAA (sf)/Watch Neg
A6         86358ETW6   AAA (sf)             AAA (sf)/Watch Neg
A9         86358ETZ9   AAA (sf)             AAA (sf)/Watch Neg
M1         86358EUA2   A (sf)               A (sf)/Watch Dev
M2         86358EUB0   B- (sf)              B- (sf)/Watch Dev

Structured Asset Investment Loan Trust 2005-HE1
Series      2005-HE1
                               Rating
Class      CUSIP       To                   From
A6         86358EUS3   AAA (sf)             AAA (sf)/Watch Neg
A8         86358EUU8   AAA (sf)             AAA (sf)/Watch Neg
M1         86358EUV6   BBB- (sf)            AA (sf)/Watch Neg

Structured Asset Investment Loan Trust 2005-HE3
Series      2005-HE3
                               Rating
Class      CUSIP       To                   From
A5         86358EWW2   A+ (sf)              AA (sf)/Watch Neg
M1         86358EWX0   B- (sf)              B- (sf)/Watch Dev

Structured Asset Secs Corp. Mtg Ln Trust 2006-WF3
Series      2006-WF3
                               Rating
Class      CUSIP       To                   From
A1         86361EAA9   BBB- (sf)            BBB- (sf)/Watch Pos
A3         86361EAC5   BBB (sf)             BBB (sf)/Watch Dev
A4         86361EAD3   BBB- (sf)            BBB- (sf)/Watch Dev
A5         86361EAE1   BBB- (sf)            BBB- (sf)/Watch Pos

Structured Asset Securities Corporation Mortgage Loan Trust 2005-
WF4
Series      2005-WF4
                               Rating
Class      CUSIP       To                   From
A1         863576DB7   AA+ (sf)             AAA (sf)/Watch Neg
A4         863576DE1   AA+ (sf)             AAA (sf)/Watch Neg
M1         863576DF8   A+ (sf)              AA+ (sf)/Watch Neg
M2         863576DG6   BB+ (sf)             AA (sf)/Watch Neg
M3         863576DH4   B+ (sf)              AA- (sf)/Watch Neg
M4         863576DJ0   B- (sf)              BBB (sf)/Watch Neg
M5         863576DK7   CCC (sf)             B (sf)/Watch Neg

Structured Asset Securities Corporation Mortgage Loan Trust 2007-
OSI
Series      2007-OSI
                               Rating
Class      CUSIP       To                   From
A2         863619AB8   CCC (sf)             B- (sf)/Watch Dev

Structured Asset Securities Corporation Mortgage Loan Trust 2007-
WF2
Series      2007-WF2
                               Rating
Class      CUSIP       To                   From
A1         86364LAA0   B- (sf)              B- (sf)/Watch Dev

Terwin Mortgage Trust 2005-4HE
Series      2005-4HE
                               Rating
Class      CUSIP       To                   From
M-1        881561SC9   AAA (sf)             AA+ (sf)/Watch Dev
M-2        881561SD7   AA (sf)              AA (sf)/Watch Neg
M-3        881561SE5   CCC (sf)             B- (sf)/Watch Dev

Terwin Mortgage Trust Series TMTS 2005-10HE
Series      2005-10HE
                               Rating
Class      CUSIP       To                   From
A-1C       881561UZ5   AA+ (sf)             AAA (sf)/Watch Neg
M-1        881561VB7   AA+ (sf)             AA+ (sf)/Watch Dev
M-2        881561VC5   BBB+ (sf)            AA (sf)/Watch Neg
M-3        881561VD3   B (sf)               B (sf)/Watch Pos

Wells Fargo Home Equity Asset-Backed Securities 2006-2 Trust
Series      2006-2
                               Rating
Class      CUSIP       To                   From
A-3        9497EAAC5   A+ (sf)              AA (sf)/Watch Neg
A-4        9497EAAD3   BBB- (sf)            BBB+ (sf)/Watch Neg
M-1        9497EAAE1   B- (sf)              B- (sf)/Watch Dev

RATINGS AFFIRMED

ABFC 2005-HE2 Trust
Series      2005-HE2
Class      CUSIP       Rating
M-4        04542BNM0   CC (sf)

Ameriquest Mortgage Securities Inc.
Series      2005-R11
Class      CUSIP       Rating
M-4        03072SV44   CCC (sf)
M-5        03072SV51   CCC (sf)
M-6        03072SV69   CC (sf)

Asset Backed Securities Corporation Home Equity Loan Trust, Series
2005-HE1
Series      2005-HE1
Class      CUSIP       Rating
M5         04541GPM8   CC (sf)

Asset Backed Securities Corporation Home Equity Loan Trust, Series
2005-HE7
Series      2005-HE7
Class      CUSIP       Rating
M4         04541GUA8   CCC (sf)
M5         04541GUB6   CC (sf)

Asset Backed Securities Corporation Home Equity Loan Trust, Series
NC 2005-HE4
Series      2005-HE4
Class      CUSIP       Rating
M7         04541GRR5   CCC (sf)
M8         04541GRS3   CC (sf)

Bear Stearns Asset Backed Securities I Trust 2007-HE3
Series      2007-HE3
Class      CUSIP       Rating
I-A-2      073852AB1   CCC (sf)
I-A-3      073852AC9   CCC (sf)
I-A-4      073852AD7   CCC (sf)
II-A       073852AE5   CCC (sf)
III-A      073852AF2   CCC (sf)
M-1        073852AG0   CC (sf)

Carrington Mortgage Loan Trust, Series 2007-FRE1
Series      2007-FRE1
Class      CUSIP       Rating
A2         144527AB4   CCC (sf)
A3         144527AC2   CCC (sf)
A4         144527AD0   CCC (sf)
M1         144527AE8   CCC (sf)
M2         144527AF5   CCC (sf)
M3         144527AG3   CC (sf)
M4         144527AH1   CC (sf)
M5         144527AJ7   CC (sf)
M6         144527AK4   CC (sf)
M7         144527AL2   CC (sf)

Centex Home Equity Loan Trust 2005-B
Series      2005-B
Class      CUSIP       Rating
M-5        152314NF3   CCC (sf)
M-6        152314NG1   CC (sf)
M-7        152314NH9   CC (sf)

Centex Home Equity Loan Trust 2005-C
Series      2005-C
Class      CUSIP       Rating
M-7        152314PA2   CC (sf)
B-1        152314PB0   CC (sf)

Citigroup Mortgage Loan Trust 2006-WFHE4
Series      2006-WFHE4
Class      CUSIP       Rating
M-1        17309SAE0   CCC (sf)
M-2        17309SAF7   CCC (sf)
M-3        17309SAG5   CC (sf)
M-4        17309SAH3   CC (sf)

Citigroup Mortgage Loan Trust Inc.
Series      2005-HE4
Class      CUSIP       Rating
M-2        17307GP77   CC (sf)

Citigroup Mortgage Loan Trust, Series 2005-OPT4
Series      2005-OPT4
Class      CUSIP       Rating
M-7        17307GUX4   CCC (sf)
M-8        17307GUY2   CCC (sf)
M-9        17307GUZ9   CC (sf)

FFMLT Trust 2005-FF2
Series      2005-FF2
Class      CUSIP       Rating
M-6        36242DN74   CC (sf)
B-1        36242DN82   CC (sf)

First Franklin Mortgage Loan Trust 2005-FF4
Series      2005-FF4
Class      CUSIP       Rating
M-4        32027NRF0   CCC (sf)
M-5        32027NRG8   CC (sf)
M-6        32027NRH6   CC (sf)

First Franklin Mortgage Loan Trust, Series 2005-FF6
Series      2005-FF6
Class      CUSIP       Rating
M-4        32027NSM4   CC (sf)
M-5        32027NSN2   CC (sf)

Fremont Home Loan Trust 2005-2
Series      2005-2
Class      CUSIP       Rating
M-5        35729PLQ1   CCC (sf)
M-6        35729PLR9   CC (sf)

GSAMP Trust 2007-NC1
Series      2007-NC1
Class      CUSIP       Rating
A-1        3622MGAA6   CCC (sf)
A-2B       3622MGAC2   CCC (sf)
A-2C       3622MGAD0   CCC (sf)
A-2D       3622MGAE8   CCC (sf)

Home Equity Asset Trust 2005-7
Series      2005-7
Class      CUSIP       Rating
M-2        437084PA8   CCC (sf)
M-3        437084PB6   CC (sf)

Home Equity Asset Trust 2005-8
Series      2005-8
Class      CUSIP       Rating
M-2        437084QA7   CCC (sf)
M-3        437084QB5   CC (sf)

Home Equity Asset Trust 2005-9
Series      2005-9
Class      CUSIP       Rating
M-2        437084QZ2   CC (sf)

JPMorgan Mortgage Acquisition Corp. 2005-FRE1
Series      2005-FRE1
Class      CUSIP       Rating
M-2        46626LCD0   CCC (sf)
M-3        46626LCE8   CC (sf)

JPMorgan Mortgage Acquisition Trust 2006-NC2
Series      2006-NC2
Class      CUSIP       Rating
M-1        46629FAE0   CCC (sf)
M-2        46629FAF7   CC (sf)
M-3        46629FAG5   CC (sf)

MASTR Asset Backed Securities Trust 2005-HE2
Series      2005-HE2
Class      CUSIP       Rating
M-3        57643LKN5   CCC (sf)
M-4        57643LKP0   CC (sf)
M-5        57643LKQ8   CC (sf)

Merrill Lynch Mortgage Investors Trust, Series 2006-HE1
Series      2006-HE1
Class      CUSIP       Rating
M-1        59020U3E3   CCC (sf)
M-2        59020U3F0   CCC (sf)
M-3        59020U3G8   CC (sf)

Morgan Stanley ABS Capital I Inc. Trust 2005-NC2
Series      2005-NC2
Class      CUSIP       Rating
M-6        61744CPM2   CC (sf)
B-1        61744CPN0   CC (sf)
B-2        61744CPP5   CC (sf)
B-3        61744CPQ3   CC (sf)

Option One Mortgage Loan Trust 2005-4
Series      2005-4
Class      CUSIP       Rating
M-3        68389FJK1   CCC (sf)
M-4        68389FJL9   CC (sf)
M-5        68389FJM7   CC (sf)

Popular ABS Mortgage Pass-Through Trust 2005-1
Series      2005-1
Class      CUSIP       Rating
M-2        73316PBT6   CCC (sf)
M-3        73316PBU3   CC (sf)
M-4        73316PBV1   CC (sf)

Popular ABS Mortgage Pass-Through Trust 2005-2
Series      2005-2
Class      CUSIP       Rating
M-2        73316PCL2   CCC (sf)
M-3        73316PCM0   CC (sf)
M-4        73316PCN8   CC (sf)
M-5        73316PCP3   CC (sf)

Popular ABS Mortgage Pass-Through Trust 2005-B
Series      2005-B
Class      CUSIP       Rating
B-1        73316PES5   CC (sf)
B-2        73316PET3   CC (sf)
M-6        73316PER7   CCC (sf)

RAMP Series 2005-EFC3 Trust
Series      2005-EFC3
Class      CUSIP       Rating
M-7        76112BYZ7   CC (sf)
M-8        76112BZA1   CC (sf)

RASC Series 2005-KS11 Trust
Series      2005-KS11
Class      CUSIP       Rating
M-3        76110W7F7   CCC (sf)
M-4        76110W7G5   CC (sf)

RASC Series 2005-KS12 Trust
Series      2005-KS12
Class      CUSIP       Rating
M-3        753910AF5   CCC (sf)
M-4        753910AG3   CC (sf)

RASC Series 2005-KS7 Trust
Series      2005-KS7
Class      CUSIP       Rating
M-6        76110W3C8   CCC (sf)
M-8        76110W3E4   CC (sf)
M-7        76110W3D6   CC (sf)

Renaissance Home Equity Loan Trust 2005-3
Series      2005-3
Class      CUSIP       Rating
M-2        75970NBJ5   CCC (sf)
M-3        75970NBK2   CCC (sf)
M-4        75970NBL0   CC (sf)
M-5        75970NBM8   CC (sf)

Saxon Asset Sec Trust 2006-3
Series      2006-3
Class      CUSIP       Rating
A-3        80556AAC1   CCC (sf)
A-4        80556AAD9   CCC (sf)
M-1        80556AAE7   CCC (sf)
M-2        80556AAF4   CCC (sf)
M-3        80556AAG2   CCC (sf)
M-4        80556AAH0   CCC (sf)

Soundview Home Loan Trust 2005-3
Series      2005-3
Class      CUSIP       Rating
M-4        83611MFQ6   CCC (sf)

Specialty Underwriting and Residential Finance Trust, Series 2005-
AB1
Series      2005-AB1
Class      CUSIP       Rating
M-3        84751PFG9   CC (sf)

Specialty Underwriting and Residential Finance Trust, Series 2005-
BC1
Series      2005-BC1
Class      CUSIP       Rating
M-4        84751PEU9   CCC (sf)
B-1        84751PEV7   CC (sf)

Structured Asset Investment Loan Trust 2005-4
Series      2005-4
Class      CUSIP       Rating
M5         86358ESP2   CC (sf)
M6         86358ESQ0   CC (sf)

Structured Asset Investment Loan Trust 2005-6
Series      2005-6
Class      CUSIP       Rating
M3         86358EUC8   CCC (sf)
M4         86358EUD6   CC (sf)

Structured Asset Investment Loan Trust 2005-HE1
Series      2005-HE1
Class      CUSIP       Rating
M2         86358EUW4   CCC (sf)
M3         86358EUX2   CC (sf)

Structured Asset Investment Loan Trust 2005-HE3
Series      2005-HE3
Class      CUSIP       Rating
M2         86358EWY8   CC (sf)

Structured Asset Secs Corp. Mtg Ln Trust 2006-WF3
Series      2006-WF3
Class      CUSIP       Rating
M1         86361EAF8   CCC (sf)
M2         86361EAG6   CCC (sf)
M3         86361EAH4   CC (sf)
M4         86361EAJ0   CC (sf)

Structured Asset Securities Corporation Mortgage Loan Trust 2005-
WF4
Series      2005-WF4
Class      CUSIP       Rating
M6         863576DL5   CCC (sf)
M7         863576DM3   CCC (sf)
M8         863576DN1   CC (sf)
M9         863576DP6   CC (sf)
B1         863576DQ4   CC (sf)

Structured Asset Securities Corporation Mortgage Loan Trust 2007-
OSI
Series      2007-OSI
Class      CUSIP       Rating
A1         863619AA0   CCC (sf)
A3         863619AC6   CCC (sf)
A4         863619AD4   CCC (sf)
A5         863619AE2   CCC (sf)

Structured Asset Securities Corporation Mortgage Loan Trust 2007-
WF2
Series      2007-WF2
Class      CUSIP       Rating
A3         86364LAC6   CCC (sf)
A4         86364LAD4   CCC (sf)

Terwin Mortgage Trust 2005-4HE
Series      2005-4HE
Class      CUSIP       Rating
M-4        881561SF2   CC (sf)

Terwin Mortgage Trust Series TMTS 2005-10HE
Series      2005-10HE
Class      CUSIP       Rating
M-4        881561VE1   CC (sf)
M-5        881561VF8   CC (sf)

Wells Fargo Home Equity Asset-Backed Securities 2006-2 Trust
Series      2006-2
Class      CUSIP       Rating
M-2        9497EAAF8   CCC (sf)
M-3        9497EAAG6   CC (sf)
M-4        9497EAAH4   CC (sf)
M-5        9497EAAJ0   CC (sf)


* S&P Withdraws Ratings on 24 Classes of Notes From 8 CDO Deals
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 24
classes of notes from eight cash flow collateralized loan
obligation transactions and one collateral bond obligation
transaction.

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

Standard & Poor's notes that these transactions redeemed their
classes in full after providing notice to S&P that the issuers
directed an optional redemption:

    Camulos Loan Vehicle I Ltd.;
    Champlain CLO Ltd.; and
    Dryden V - Leveraged Loan CDO 2003.

          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

ACAS Business Loan Trust 2006-1
                            Rating
Class               To                  From
B                   NR                  BBB+ (sf)

Camulos Loan Vehicle I Ltd.
                            Rating
Class               To                  From
A                   NR                  AAA (sf)
B                   NR                  AA+ (sf)
C                   NR                  AA- (sf)
D                   NR                  A+ (sf)
E                   NR                  BBB+ (sf)

Champlain CLO, Ltd.
                            Rating
Class               To                  From
A-1                 NR                  AA (sf)
A-2                 NR                  AA (sf)
B                   NR                  A+ (sf)
C-1                 NR                  BBB (sf)
C-2                 NR                  BBB (sf)

Dryden V - Leveraged Loan CDO 2003
                            Rating
Class               To                  From
C-1                 NR                  AAA (sf)
C-2                 NR                  AAA (sf)
D-1                 NR                  BBB+ (sf)
D-2                 NR                  BBB+ (sf)
D-3                 NR                  BBB+ (sf)
E                   NR                  CCC+ (sf)

Galaxy III CLO Ltd.
                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)

Gulf Stream-Compass CLO 2002-1 Ltd.
                            Rating
Class               To                  From
A                   NR                  AAA (sf)
B                   NR                  AAA (sf)
C                   NR                  AA (sf)

Katonah V, Ltd.
.                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)

Madison Avenue CDO II Ltd.
.                            Rating
Class               To                  From
A                   NR                  AA (sf)

Race Point VI CLO Limited
                            Rating
Class               To                  From
X                   NR                  AAA (sf)

NR-Not rated.


* S&P Puts Ratings on 95 Tranches From 22 US CDOs on Watch Pos
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 95
tranches from 22 U.S. collateralized loan obligation (CLO)
transactions and one corporate-backed collateralized debt
obligation (CDO) transaction on CreditWatch with positive
implications.

The affected tranches are from CDO transactions backed by
securities issued by corporate obligors. These tranches had an
original issuance amount of $4.02 billion.

"Most of the affected transactions are CLOs, and the CreditWatch
placements reflect the continued improvement in the transaction's
performance due to two broad factors. The level of defaulted and
'CCC'-rated securities held in the transactions' portfolios
decreased since our last review. U.S. CLOs have exposure to only
eight of the 28 U.S. corporate speculative-grade obligors that
defaulted this year as of August 2012. The aggregate exposure that
U.S. CLOs had to the eight names, based on our data, was around 30
basis points of the overall CLO exposure to corporate names," S&P
said.

"In addition, the paydowns to the notes in the senior part of the
capital structure have also improved levels of
overcollateralization (O/C) available to other notes. Nineteen of
the transactions in this review are in their amortization phase.
The pay downs have improved the O/C coverage ratios among the
CLOs. Only 10 of the 492 deals that we track in our CLO Index were
failing their subordinate coverage ratios," S&P said.

"We will resolve today's CreditWatch placements after we complete
a comprehensive cash flow analysis and committee review for each
of the affected transactions. We expect to resolve these
CreditWatch placements within 90 days. We will continue to monitor
the CDO transactions we rate and take rating actions, including
CreditWatch placements, as we deem 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 Disclosure Reports
included in this credit rating report are available at:

          http://standardandpoorsdisclosure-17g7.com

RATINGS PLACED ON CREDITWATCH POSITIVE

Apidos CDO I
                            Rating
Class               To                  From
A-1                 AA+ (sf)/Watch Pos  AA+ (sf)
A-2                 AA+ (sf)/Watch Pos  AA+ (sf)
B                   A (sf)/Watch Pos    A (sf)
C                   BBB- (sf)/Watch Pos BBB- (sf)
D                   B+ (sf)/Watch Pos   B+ (sf)

Atlantis Funding Ltd.
                            Rating
Class               To                  From
B                   A+ (sf)/Watch Pos   A+ (sf)
C                   BBB+ (sf)/Watch Pos BBB+ (sf)

BlueMountain CLO Ltd.
                            Rating
Class               To                  From
A-2                 AA+ (sf)/Watch Pos  AA+ (sf)
B                   AA- (sf)/Watch Pos  AA- (sf)
C                   A- (sf)/Watch Pos   A- (sf)
D                   BB+ (sf)/Watch Pos  BB+ (sf)

CoLTS 2007-1 Ltd.
                            Rating
Class               To                  From
C                   AA- (sf)/Watch Pos  AA- (sf)
D                   BBB+ (sf)/Watch Pos BBB+ (sf)
E                   B+ (sf)/Watch Pos   B+ (sf)

ColumbusNova CLO Ltd. 2006-I
                            Rating
Class               To                  From
A                   AA+ (sf)/Watch Pos  AA+ (sf)
B                   AA (sf)/Watch Pos   AA (sf)
C                   A (sf)/Watch Pos    A (sf)
D                   BBB- (sf)/Watch Pos BBB- (sf)
E                   BB- (sf)/Watch Pos  BB- (sf)

Emporia Preferred Funding I Ltd.
                            Rating
Class               To                  From
A                   AA+ (sf)/Watch Pos  AA+ (sf)
B-1                 AA- (sf)/Watch Pos  AA- (sf)
B-2                 AA- (sf)/Watch Pos  AA- (sf)
C                   A- (sf)/Watch Pos   A- (sf)
D                   BB+ (sf)/Watch Pos  BB+ (sf)
E-1                 BB (sf)/Watch Pos   BB (sf)
E-2                 BB (sf)/Watch Pos   BB (sf)

Galaxy III CLO Ltd.
                            Rating
Class               To                  From
C                   AA+ (sf)/Watch Pos  AA+ (sf)
D                   BBB+ (sf)/Watch Pos BBB+ (sf)
E-1                 CCC- (sf)/Watch Pos CCC- (sf)
E-2                 CCC- (sf)/Watch Pos CCC- (sf)
E-3                 CCC- (sf)/Watch Pos CCC- (sf)

Greyrock CDO Ltd.
                            Rating
Class               To                  From
A-2L                AA+ (sf)/Watch Pos  AA+ (sf)
A-3L                A+ (sf)/Watch Pos   A+ (sf)
B-1F                BBB+ (sf)/Watch Pos BBB+ (sf)
B-1L                BBB+ (sf)/Watch Pos BBB+ (sf)
B-2F                BB+ (sf)/Watch Pos  BB+ (sf)
B-2L                BB+ (sf)/Watch Pos  BB+ (sf)

Halcyon Loan Investors CLO II Ltd.
                            Rating
Class               To                  From
A-1-J               AA+ (sf)/Watch Pos  AA+ (sf)
A-1-S               AA+ (sf)/Watch Pos  AA+ (sf)
A-2                 AA- (sf)/Watch Pos  AA- (sf)
B                   A- (sf)/Watch Pos   A- (sf)

Halcyon Structured Asset Management CLO I Ltd.
                            Rating
Class               To                  From
B                   AA+ (sf)/Watch Pos  AA+ (sf)
C                   AA- (sf)/Watch Pos  AA- (sf)
D                   BBB- (sf)/Watch Pos BBB- (sf)

Halcyon Structured Asset Management Long Secured/
Short Unsecured CLO 2006-1 Ltd.
                            Rating
Class               To                  From
B                   AA+ (sf)/Watch Pos  AA+ (sf)
C                   AA (sf)/Watch Pos   AA (sf)
D                   BBB+ (sf)/Watch Pos BBB+ (sf)
E                   BB+ (sf)/Watch Pos  BB+ (sf)

ING Investment Management CLO I Ltd.
                            Rating
Class               To                  From
B                   AA+ (sf)/Watch Pos  AA+ (sf)
C                   A+ (sf)/Watch Pos   A+ (sf)

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

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

NYLIM Flatiron CLO 2004-1 Ltd.
                            Rating
Class               To                  From
C                   AA+ (sf)/Watch Pos  AA+ (sf)
D                   B+ (sf)/Watch Pos   B+ (sf)

Oak Hill Credit Partners IV Ltd.
                            Rating
Class               To                  From
B-1                 A+ (sf)/Watch Pos   A+ (sf)
B-2                 A+ (sf)/Watch Pos   A+ (sf)
C-1                 BB+ (sf)/Watch Pos  BB+ (sf)
C-2                 BB+ (sf)/Watch Pos  BB+ (sf)
C-3                 BB+ (sf)/Watch Pos  BB+ (sf)

Octagon Investment Partners VII Ltd.
                            Rating
Class               To                  From
A-3L                AA+ (sf)/Watch Pos  AA+ (sf)
B-1L                BBB+ (sf)/Watch Pos BBB+ (sf)
B-2L                BB+ (sf)/Watch Pos  BB+ (sf)

Octagon Investment Partners VIII Ltd.
                            Rating
Class               To                  From
B                   AA+ (sf)/Watch Pos  AA+ (sf)
C                   A+ (sf)/Watch Pos   A+ (sf)
D                   BBB (sf)/Watch Pos  BBB (sf)
E                   B+ (sf)/Watch Pos   B+ (sf)

Plymouth Rock CLO Ltd.
                            Rating
Class               To                  From
B                   BBB+ (sf)/Watch Pos BBB+ (sf)

Southport CLO Ltd.
                            Rating
Class               To                  From
B                   A+ (sf)/Watch Pos   A+ (sf)
C                   BB+ (sf)/Watch Pos  BB+ (sf)
D                   CCC+ (sf)/Watch Pos CCC+ (sf)

Stone Tower CDO Ltd.
                            Rating
Class               To                  From
A-1LA               AA (sf)/Watch Pos   AA (sf)
A-1LB               A (sf)/Watch Pos    A (sf)
A-2L                BB+ (sf)/Watch Pos  BB+ (sf)
A-3L                B+ (sf)/Watch Pos   B+ (sf)
B-1L                CCC- (sf)/Watch Pos CCC- (sf)

Westchester CLO Ltd.
                            Rating
Class               To                  From
A-1-B               AA (sf)/Watch Pos   AA (sf)
B                   A+ (sf)/Watch Pos   A+ (sf)
C                   BBB- (sf)/Watch Pos BBB- (sf)
D                   CCC- (sf)/Watch Pos CCC- (sf)
E                   CCC- (sf)/Watch Pos CCC- (sf)

Zais Investment Grade Ltd. VI
                            Rating
Class               To                  From
A-1                 AA+ (sf)/Watch Pos  AA+ (sf)
A-2a                A+ (sf)/Watch Pos   A+ (sf)
A-2b                A+ (sf)/Watch Pos   A+ (sf)
A-3                 A (sf)/Watch Pos    A (sf)
B-1                 B+ (sf)/Watch Pos   B+ (sf)
B-2                 B+ (sf)/Watch Pos   B+ (sf)


* S&P Cuts Ratings on 100 Classes From 23 U.S. RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 100
classes (46 by more than three notches) from 23 U.S. residential
mortgage-backed securities (RMBS) transactions and removed 93 of
them from CreditWatch with negative implications and five from
CreditWatch with developing implications. "We also raised our
ratings on 43 classes from 11 transactions and removed all of them
from CreditWatch with developing implications. We also affirmed
our ratings on 36 classes from 21 transactions and removed six of
them from CreditWatch negative and four from CreditWatch
developing. We subsequently withdrew five of the lowered ratings,
11 of the raised ratings, and six of the affirmed ratings because
of our view of the potential for performance volatility associated
with pools of fewer than 20 loans remaining. We also withdrew our
ratings on 12 other classes from three transactions based on our
interest-only (IO) criteria. All of the ratings we withdrew due to
our IO criteria were on CreditWatch negative prior to withdrawal,"
S&P said.

The transactions in this review were issued between 1989 and 2007
and are backed by adjustable- and fixed-rate prime jumbo mortgage
loans secured primarily by first liens on one- to four-family
residential properties.

"On Aug. 15, 2012, we placed our ratings on 163 classes from the
28 transactions in this review on CreditWatch negative or
developing, along with ratings from a group of other RMBS
securities due to the implementation of our recently revised
criteria for surveilling pre-2009 U.S. RMBS ratings. CreditWatch
negative placements accounted for approximately 57% of the prime
jumbo CreditWatch actions, CreditWatch developing placements
accounted for approximately 36%, and CreditWatch positive
placements accounted for approximately 7%. We completed our review
on these transactions using the revised assumptions, and these
rating actions resolve some of the CreditWatch placements," S&P
said.

RATING TRANSITIONS

                              3 or fewer       More than 3
From Watch   Affirmations      notches           notches
                              Up     Down      Up      Down
Watch Neg          6           0      48        0       45
Watch Dev          4           0       4       43        1

S&P increased its projected lifetime and remaining losses for 23
of the affected transactions. The increased projected losses
resulted from one or more of these factors:

    An increase in S&P's default and loss multiples at higher
    investment-grade rating levels;

    An increased portion of nondelinquent loans (generally between
    1% and 8%) are now categorized as reperforming (many of these
    loans have been modified) and have a default frequency of 25%
    or 30%; and

    S&P's extended liquidation curves, which eroded projected
    credit support before it would be needed.

In addition, each of the reviewed transactions or respective
structures within a transaction is backed by a small remaining
population of mortgage loans. Standard & Poor's believes that the
liquidation of one of more of the loans in transactions with a
small number of remaining loans may have an adverse effect on
credit. This potential "tail risk" to the rated classes resulted
from one or more of these factors:

    Shifting-interest payment structures increase the possibility
    of volatile credit performance. The cash flow mechanics within
    these transactions allow unscheduled principal to be repaid to
    subordinate classes while more senior classes remain
    outstanding if certain performance triggers are met. This
    decreases the actual dollar amount of credit enhancement
    available to cover losses;

    The lack of optional terminations ("clean-up" calls) in which
    a designated participant can purchase the remaining loans
    within a trust when the pool factor declines to a defined
    percentage, effectively retiring the securities;

    The lack of credit enhancement floors that could add
    additional protection to the classes within a structure.

    Securities currently rated 'AAA (sf)' in transactions that
    have shifting-interest pay mechanisms and do not benefit from
    a credit enhancement floor or an equivalent functional
    mechanism will be rated no higher than 'AA+ (sf)'.

"As part of our analysis, we address tail risk in transactions by
conducting additional loan-level analysis that stresses the loan
concentration risk within the specific pool. We may calculate loss
severities at the loan level using assumptions, such as market-
value declines published in the 2009 RMBS Criteria, instead of
using pool-level assumptions. Because we developed our loss
severity assumptions using an aggregate sample set of data, we
applied a 1.2x adjustment factor to the loss severity assumption
for each loan when calculating loan level loss severities to
account for potential variation between actual and calculated loss
severities when a loan is liquidated. The loss severity used in
our analysis is equal to the higher of the calculated loss
severity and 20%. We use a 20% minimum loss severity to mitigate
potential information risk differences between the actual property
profile and condition and the reported estimated value using a
housing price index. Finally, we apply a 50% minimum loss severity
to the largest remaining loan balance if the calculated amount is
lower. The final rating assigned to each class will be the lower
of the rating derived by applying our revised surveillance
criteria and the rating derived by applying our tail risk
criteria," S&P said.

"Many of the remaining pools of loans in the reviewed transactions
consist of adjustable-rate or interest-only mortgages. We
anticipate that borrowers of these loans will experience a payment
shock when the IO payment period expires. Although interest rates
are currently at historic lows, the combination of negative equity
from the lack of principal amortization and an increase in monthly
payments for these loans will increase the likelihood of default.
All of the factors we considered could lead to instability of
Ratings," S&P said.

"Of the 100 lowered ratings, we lowered 29 to speculative-grade
from investment-grade. Of these, we lowered 22 ratings to 'BB+
(sf)', 'BB- (sf)', B+ (sf)', or 'B- (sf)' and lowered seven to
'CCC (sf)'. Additionally, we lowered 48 ratings that remain at
investment-grade. The remaining 23 classes that we downgraded
already had speculative-grade ratings before we downgraded them,"
S&P said.

"Despite the increase in remaining projected losses, we raised our
ratings on 43 classes from 12 transactions. Among other factors,
the upgrades reflect our view of decreased delinquencies within
the structures associated with the affected classes. The decreased
delinquencies, along with the structural mechanics of the
transactions, allowed the upgraded classes to withstand more
stressful scenarios. In addition, the upgrades reflect our
assessment that the projected credit enhancement for the affected
classes will be more than sufficient to cover our projected loss
at the revised rating level; however, we are limiting the extent
of the upgrade, and generally no higher than 'A', to reflect our
view of stability in our outstanding ratings," S&P said.

"We affirmed our ratings on 36 classes from 21 transactions and
removed six of them from CreditWatch negative and four of them
from CreditWatch developing. Of these, 26 classes are rated 'CCC
(sf)' or 'CC (sf)'. We believe that the projected credit support
for these classes will remain insufficient to cover the revised
base-case projected losses to these classes. The affirmations for
classes with ratings above 'CCC' reflect our opinion that the
credit support for these classes will remain sufficient to cover
the revised projected losses," S&P said.

"We generally withdraw ratings on pools with fewer than 20 loans
remaining. If any of the remaining loans in these pools default,
the resulting loss could have a greater effect on the pool's
performance than if the pool consisted of a larger number of
loans. Because this performance volatility may have an adverse
effect on the stability of our outstanding ratings, we
subsequently withdrew five of the lowered ratings, 11 of the
raised ratings, and six of the affirmed ratings from seven
transactions due to the small number of loans remaining," S&P
said.

"We also withdrew our ratings on 12 classes from three
transactions in accordance with our IO criteria because the
referenced classes no longer sustained ratings above 'A+ (sf)',"
S&P said.

"In accordance with our counterparty criteria, we considered any
applicable hedges related to these securities when performing
these rating actions and resolving the CreditWatch placements,"
S&P said.

Subordination generally provides credit support for these prime
jumbo transactions.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

ABN AMRO Mortgage Corp.
Series      2002-9
                               Rating
Class      CUSIP       To                   From
A-4        00077B3U5   A (sf)               BB (sf)/Watch Dev
A-30       00077B4W0   A (sf)               BB (sf)/Watch Dev
A-P        00077B5A7   A (sf)               BB (sf)/Watch Dev
M          00077B5C3   A (sf)               B (sf)/Watch Dev
B-1        00077B5D1   B (sf)               B (sf)/Watch Dev
B-2        00077B5E9   CCC (sf)             B (sf)/Watch Neg

Banc of America Funding 2002-1 Trust
Series      2002-1
                               Rating
Class      CUSIP       To      Interim      From
A-1        06051GAA7   NR      A (sf)       BB (sf)/Watch Dev
A-5        06051GAE9   NR      A (sf)       BB (sf)/Watch Dev
A-PO       06051GAH2   NR      A (sf)       BB (sf)/Watch Dev
B-1        06051GAJ8   NR      A (sf)       B (sf)/Watch Dev
B-2        06051GAK5   NR      B (sf)       B (sf)/Watch Neg
B-3        06051GAL3   NR      CCC (sf)     B (sf)/Watch Neg

Banc of America Funding 2003-1 Trust
Series      2003-1
                               Rating
Class      CUSIP       To                   From
A-1        05946XBV4   AA+ (sf)             AAA (sf)/Watch Neg
A-WIO      05946XBX0   AA+ (sf)             AAA (sf)/Watch Neg
B-1        05946XBZ5   AA+ (sf)             AAA (sf)/Watch Neg
B-2        05946XCA9   BBB+ (sf)            AAA (sf)/Watch Neg
B-3        05946XCB7   B- (sf)              AAA (sf)/Watch Neg

Banc of America Funding 2003-2 Trust
Series      2003-2

                               Rating
Class      CUSIP       To      Interim      From
1-A-1      05946XCR2   NR      A (sf)       BB (sf)/Watch Dev
2-A-1      05946XCV3   NR      A (sf)       BB (sf)/Watch Dev
A-PO       05946XCX9   NR      A (sf)       BB (sf)/Watch Dev

Banc of America Funding Corporation
Series      2000-1
                               Rating
Class      CUSIP       To      Interim      From
2A-2       05946XAV5   NR      BB (sf)       BB (sf)/Watch Dev

Bank of America Mortgage 2002-5 Trust
Series      2002-5

                               Rating
Class      CUSIP       To      Interim      From
A-6        06050HHW1   NR      BBB+ (sf)     BB (sf)/Watch Dev

Bank of America Mortgage 2002-K Trust
Series      2002-K
                               Rating
Class      CUSIP       To                   From
1-A-1      06050HXK9   A (sf)               BB (sf)/Watch Dev
1-A-2      06050HXL7   A (sf)               BB (sf)/Watch Dev
1-A-3      06050HXM5   A (sf)               BB (sf)/Watch Dev
1-A-4      06050HXN3   A (sf)               BB (sf)/Watch Dev
1-A-5      06050HXP8   A (sf)               BB (sf)/Watch Dev
1-A-6      06050HXQ6   A (sf)               BB (sf)/Watch Dev
1-A-7      06050HXR4   A (sf)               BB (sf)/Watch Dev
2-A-1      06050HXW3   A (sf)               BB (sf)/Watch Dev
2-A-2      06050HXX1   A (sf)               BB (sf)/Watch Dev
3-A-1      06050HXY9   A (sf)               BB (sf)/Watch Dev
B-1        06050HYC6   BB+ (sf)             B (sf)/Watch Dev
B-2        06050HYD4   B- (sf)              B (sf)/Watch Dev
B-3        06050HYE2   B- (sf)              B (sf)/Watch Dev

BellaVista Mortgage Trust 2004-1
Series      2004-1
                               Rating
Class      CUSIP       To                   From
I-A        07820QAA3   AA+ (sf)             AAA (sf)/Watch Neg
I-A-IO     07820QAB1   AA+ (sf)             AAA (sf)/Watch Neg
I-M        07820QAJ4   BB+ (sf)             AAA (sf)/Watch Neg
I-B-1      07820QAK1   B- (sf)              BB- (sf)/Watch Neg

Chase Mortgage Finance Trust, Series 2003-S6
Series      2003-S6
                               Rating
Class      CUSIP       To                   From
A-1        16162T6C5   AA+ (sf)             AAA (sf)/Watch Neg
A-2        16162T6D3   AA+ (sf)             AAA (sf)/Watch Neg
A-3        16162T6E1   AA+ (sf)             AAA (sf)/Watch Neg
A-X        16162T6F8   AA+ (sf)             AAA (sf)/Watch Neg
A-P        16162T6G6   AA+ (sf)             AAA (sf)/Watch Neg
M          16162T6J0   BBB+ (sf)            AA (sf)/Watch Neg
B-1        16162T6K7   BB+ (sf)             A (sf)/Watch Neg
B-2        16162T6L5   B+ (sf)              BBB- (sf)/Watch Neg

Chase Mortgage Finance Trust, Series 2003-S8
Series      2003-S8
                               Rating
Class      CUSIP       To                   From
A-1        16162T7A8   A+ (sf)              AAA (sf)/Watch Neg
A-2        16162T7B6   A+ (sf)              AAA (sf)/Watch Neg
A-3        16162T7C4   NR                   AAA (sf)/Watch Neg
A-X        16162T7D2   NR                   AAA (sf)/Watch Neg
A-P        16162T7E0   A+ (sf)              AAA (sf)/Watch Neg
M          16162T7G5   BB+ (sf)             BBB+ (sf)/Watch Neg
B-1        16162T7H3   B+ (sf)              BB- (sf)/Watch Neg

CHL Mortgage Pass-Through Trust 2002-21
Series      2002-21
                               Rating
Class      CUSIP       To                   From
A-1        12669C5W6   BB (sf)              BB (sf)/Watch Neg
A-3        12669C5Y2   BB (sf)              BB (sf)/Watch Neg
PO         12669C5Z9   BB (sf)              BB (sf)/Watch Neg
M          12669C6D7   CCC (sf)             B (sf)/Watch Neg
B-1        12669C6B1   CCC (sf)             B (sf)/Watch Neg

CHL Mortgage Pass-Through Trust 2002-30
Series      2002-30
                               Rating
Class      CUSIP       To      Interim      From
A-1        12669DEW4   NR      A (sf)       BB (sf)/Watch Dev
A-2        12669DEX2   NR      A (sf)       BB (sf)/Watch Dev
A-3        12669DEY0   NR      A (sf)       BB (sf)/Watch Dev
M          12669DFF0   NR      B (sf)       B (sf)/Watch Neg
B-1        12669DEZ7   NR      CCC (sf)     B (sf)/Watch Neg


CHL Mortgage Pass-Through Trust 2002-J4
Series      2002-J4
                               Rating
Class      CUSIP       To                   From
I-A-16     12669DEE4   A (sf)               BB (sf)/Watch Dev
2-A-1      12669DEF1   A (sf)               BB (sf)/Watch Dev
PO         12669DEG9   A (sf)               BB (sf)/Watch Dev
M          12669DEJ3   CCC (sf)             B (sf)/Watch Neg
B-1        12669DEK0   CCC (sf)             B (sf)/Watch Neg
B-2        12669DEL8   CCC (sf)             B (sf)/Watch Neg

CHL Mortgage Pass-Through Trust 2003-HYB1
Series      2003-HYB1
                               Rating
Class      CUSIP       To                   From
1-A-1      12669DC89   A (sf)               BB (sf)/Watch Dev
2-A-1      12669DC97   A (sf)               BB (sf)/Watch Dev
3-A-1      12669DD21   A (sf)               BB (sf)/Watch Dev
M          12669DD54   BBB (sf)             B (sf)/Watch Dev
B-1        12669DD62   CCC (sf)             B (sf)/Watch Dev

Citigroup Mortgage Loan Trust 2007-10
Series      2007-10
                               Rating
Class      CUSIP       To                   From
1A1A       17313QAA6   CCC (sf)             BBB (sf)/Watch Neg
1B1        17313QAC2   D (sf)               CC (sf)

First Horizon Mortgage Pass-Through Trust 2006-AR2
Series      2006-AR2
                               Rating
Class      CUSIP       To                   From
I-A-1      32052KAA3   B- (sf)              AAA (sf)/Watch Neg
III-A-1    32052KAD7   B- (sf)              B- (sf)/Watch Dev

GSR Mortgage Loan Trust 2004-13F
Series      2004-13F
                               Rating
Class      CUSIP       To                   From
1A-1       36242DLQ4   BBB+ (sf)            AA (sf)/Watch Neg
2A-1       36242DLR2   BBB (sf)             AA+ (sf)/Watch Neg
2A-2       36242DLS0   NR                   AA+ (sf)/Watch Neg
3A-1       36242DLU5   A+ (sf)              AA+ (sf)/Watch Neg
3A-2       36242DLV3   NR                   AA+ (sf)/Watch Neg
3A-3       36242DLW1   BBB- (sf)            AA (sf)/Watch Neg
4A-1       36242DLX9   BBB+ (sf)            AAA (sf)/Watch Neg
4A-2       36242DLY7   NR                   AAA (sf)/Watch Neg
A-X        36242DLZ4   NR                   AAA (sf)/Watch Neg
A-P        36242DMA8   BBB- (sf)            AA (sf)/Watch Neg

MASTR Asset Securitization Trust 2002-8
Series      2002-8
                               Rating
Class      CUSIP       To                   From
1-A-1      55265KNJ4   AA+ (sf)             AAA (sf)/Watch Neg
1-A-2      55265KNK1   AA+ (sf)             AAA (sf)/Watch Neg
1-A-3      55265KNL9   AA+ (sf)             AAA (sf)/Watch Neg
1-A-4      55265KNM7   AA+ (sf)             AAA (sf)/Watch Neg
1-A-5      55265KNN5   AA+ (sf)             AAA (sf)/Watch Neg
1-A-11     55265KNU9   AA+ (sf)             AAA (sf)/Watch Neg
1-PO       55265KNV7   AA+ (sf)             AAA (sf)/Watch Neg
1-A-X      55265KNW5   AA+ (sf)             AAA (sf)/Watch Neg
2-A-5      55265KPB9   AA+ (sf)             AAA (sf)/Watch Neg
2-A-6      55265KPC7   AA+ (sf)             AAA (sf)/Watch Neg
2-PO       55265KPD5   AA+ (sf)             AAA (sf)/Watch Neg
2-A-X      55265KPE3   AA+ (sf)             AAA (sf)/Watch Neg
B-1        55265KPG8   AA+ (sf)             AAA (sf)/Watch Neg
B-2        55265KPH6   BB- (sf)             A- (sf)/Watch Neg
B-3        55265KPJ2   CCC (sf)             BB (sf)/Watch Neg

MASTR Asset Securitization Trust 2004-P2
Series      2004-P2
                               Rating
Class      CUSIP       To                   From
A-2        55265K4S5   BBB+ (sf)            AAA (sf)/Watch Neg
B-1        55265K4V8   BB+ (sf)             AA (sf)/Watch Neg
B-2        55265K4W6   B- (sf)              A (sf)/Watch Neg
B-3        55265K4X4   CCC (sf)             BBB- (sf)/Watch Neg

Sequoia Mortgage Trust 2003-4
Series      2003-4
                               Rating
Class      CUSIP       To                   From
1-A-1      81743PBH8   BB+ (sf)             AAA (sf)/Watch Neg
1-A-2      81743PBJ4   BB+ (sf)             AAA (sf)/Watch Neg
1-X-1A     81743PBM7   NR                   AAA (sf)/Watch Neg
1-X-1B     81743PBN5   NR                   AAA (sf)/Watch Neg
1-B-1      81743PBK1   B+ (sf)              AA+ (sf)/Watch Neg
1-B-2      81743PBR6   CCC (sf)             A (sf)/Watch Neg
1-B-3      81743PBS4   CCC (sf)             B+ (sf)/Watch Neg
2-A-1      81743PBW5   AA+ (sf)             AAA (sf)/Watch Neg
2-X-1      81743PCA2   AA+ (sf)             AAA (sf)/Watch Neg
2-X-M      81743PCB0   NR                   AA+ (sf)/Watch Neg
2-X-B      81743PCC8   NR                   AA (sf)/Watch Neg
2-M-1      81743PBX3   BB+ (sf)             AA+ (sf)/Watch Neg
2-B-1      81743PBY1   B+ (sf)              AA (sf)/Watch Neg
2-B-2      81743PCD6   B+ (sf)              A+ (sf)/Watch Neg
2-B-3      81743PCE4   B- (sf)              BBB+ (sf)/Watch Neg
2-B-4      81743PCF1   B- (sf)              BB (sf)/Watch Dev
2-B-5      81743PCG9   B- (sf)              B (sf)/Watch Neg
1-X-2      81743PBP0   NR                   AAA (sf)/Watch Neg
1-X-B      81743PBQ8   NR                   AA+ (sf)/Watch Neg

Structured Asset Securities Corp.
Series      2001-15A
                               Rating
Class      CUSIP       To                   From
2-A1       86358RKT3   BBB+ (sf)            BB (sf)/Watch Dev
2-A2       86358RKU0   BBB+ (sf)            BB (sf)/Watch Dev
3-A3       86358RKY2   BBB+ (sf)            BB (sf)/Watch Dev
4-A1       86358RLA3   BBB+ (sf)            BB (sf)/Watch Dev
5-A1       86358RLC9   BBB+ (sf)            BB (sf)/Watch Dev
B1         86358RLE5   B- (sf)              B (sf)/Watch Dev
B2         86358RLF2   B- (sf)              B (sf)/Watch Neg

Structured Asset Securities Corp.
Series      2002-14A

                               Rating
Class      CUSIP       To      Interim       From
1-A1       86358RR41   NR      B+ (sf)       BB- (sf)/Watch Neg
2-A1       86358RR66   NR      B+ (sf)       A- (sf)/Watch Neg
B1-I       86358RR82   NR      CCC (sf)      CCC (sf)
B1-II      86358RS40   NR      CC (sf)       CC (sf)
B2-II      86358RS73   NR      D (sf)        CC (sf)



Structured Asset Securities Corp.
Series      2003-20
                               Rating
Class      CUSIP       To                   From
2-A1       86359AE33   BBB+ (sf)            AAA (sf)/Watch Neg
2-A2       86359AE41   BBB+ (sf)            AAA (sf)/Watch Neg
2-A3       86359AE58   BBB+ (sf)            AAA (sf)/Watch Neg
2-A4       86359AE66   BBB+ (sf)            AAA (sf)/Watch Neg
2B1        86359AF40   B+ (sf)              AA (sf)/Watch Neg
2B2        86359AF57   CCC (sf)             A (sf)/Watch Neg

Thornburg Mortgage Securities Trust 2004-1
Series      2004-1
                               Rating
Class      CUSIP       To                   From
I-1A       885220ET6   B+ (sf)              AAA (sf)/Watch Neg
I-2A       885220EU3   B+ (sf)              AAA (sf)/Watch Neg
I-M        885220EZ2   B+ (sf)              AA (sf)/Watch Neg

Travelers Mortgage Services Inc.
Series      1989- 1

                               Rating
Class      CUSIP       To      Interim      From
1A         89419KAY9   NR      BB (sf)      BB (sf)/Watch Dev


WaMu Mortgage Pass-Through Certificates Series 2002-AR15 Trust
Series      2002-AR15
                               Rating
Class      CUSIP       To                   From
A-5        939336DN0   BBB+ (sf)            BB (sf)/Watch Dev
B-1        929227WM4   B (sf)               B (sf)/Watch Neg

WaMu Mortgage Pass-Through Certificates Series 2002-S8 Trust
Series      2002-S8
                               Rating
Class      CUSIP       To                   From
I-A-6      929227B62   AA+ (sf)             AAA (sf)/Watch Neg
I-A-7      929227E51   AA+ (sf)             AAA (sf)/Watch Neg
II-A-2     929227B88   AA+ (sf)             AAA (sf)/Watch Neg
II-A-7     929227C53   AA+ (sf)             AAA (sf)/Watch Neg
I-P        929227C61   AA+ (sf)             AAA (sf)/Watch Neg
II-P       929227C79   AA+ (sf)             AAA (sf)/Watch Neg
I-B-1      929227C87   B- (sf)              AA+ (sf)/Watch Neg
I-B-2      929227C95   CCC (sf)             BBB- (sf)/Watch Neg
II-B-1     929227D37   BBB- (sf)            AAA (sf)/Watch Neg
II-B-2     929227D45   CCC (sf)             AA+ (sf)/Watch Neg
II-B-3     929227D52   CCC (sf)             BBB (sf)/Watch Neg

Washington Mutual MSC Mortgage Pass-Through Certificates Series
2002-AR1
Series      2002-AR1
                               Rating
Class      CUSIP       To                   From
I-A-1      939335N68   A (sf)               BB (sf)/Watch Dev
II-A-2     939335N84   A (sf)               BB (sf)/Watch Dev
III-A-4    939335P41   A (sf)               BB (sf)/Watch Dev
C-B-1      939335P74   BB+ (sf)             B (sf)/Watch Dev
C-B-2      939335P82   CCC (sf)             B (sf)/Watch Neg

RATINGS AFFIRMED

Banc of America Funding 2003-1 Trust
Series      2003-1
Class      CUSIP       Rating
B-4        05946XCC5   CCC (sf)
B-5        05946XCD3   CCC (sf)

BellaVista Mortgage Trust 2004-1
Series      2004-1
Class      CUSIP       Rating
I-B-2      07820QAL9   CC (sf)

Chase Mortgage Finance Trust, Series 2003-S6
Series      2003-S6
Class      CUSIP       Rating
B-3        16162T5Z5   CCC (sf)
B-4        16162T6A9   CC (sf)

Chase Mortgage Finance Trust, Series 2003-S8
Series      2003-S8
Class      CUSIP       Rating
B-2        16162T7J9   CCC (sf)
B-3        16162T7K6   CC (sf)
B-4        16162T7L4   CC (sf)

CHL Mortgage Pass-Through Trust 2002-21
Series      2002-21
Class      CUSIP       Rating
B-2        12669C6C9   CCC (sf)

CHL Mortgage Pass-Through Trust 2003-HYB1
Series      2003-HYB1
Class      CUSIP       Rating
B-2        12669DD70   CC (sf)

Citigroup Mortgage Loan Trust 2007-10
Series      2007-10
Class      CUSIP       Rating
1A1B       17313QAB4   CCC (sf)

First Horizon Mortgage Pass-Through Trust 2006-AR2
Series      2006-AR2
Class      CUSIP       Rating
II-A-1     32052KAB1   CC (sf)
IV-A-1     32052KAE5   CCC (sf)

GSR Mortgage Loan Trust 2004-13F
Series      2004-13F
Class      CUSIP       Rating
B-1        36242DMB6   CC (sf)

MASTR Asset Securitization Trust 2004-P2
Series      2004-P2
Class      CUSIP       Rating
B-4        55265K4Y2   CCC (sf)
B-5        55265K4Z9   CC (sf)

Sequoia Mortgage Trust 2003-4
Series      2003-4
Class      CUSIP       Rating
1-B-4      81743PBT2   CCC (sf)
1-B-5      81743PBU9   CC (sf)

Structured Asset Securities Corp.
Series      2003-20
Class      CUSIP       Rating
B3         86359AF65   CCC (sf)
2B4        86359AB69   CCC (sf)
2B5        86359AB77   CCC (sf)

WaMu Mortgage Pass-Through Certificates Series 2002-AR15 Trust
Series      2002-AR15
Class      CUSIP       Rating
B-2        929227WN2   CCC (sf)

WaMu Mortgage Pass-Through Certificates Series 2002-S8 Trust
Series      2002-S8
Class      CUSIP       Rating
I-B-3      929227D29   CCC (sf)

Washington Mutual MSC Mortgage Pass-Through Certificates Series
2002-AR1
Series      2002-AR1
Class      CUSIP       Rating
C-B-3      939335P90   CCC (sf)


* S&P Lowers Ratings on 459 Certificate Classes to 'D'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
on 459 classes of mortgage pass-through certificates from 254 U.S.
residential mortgage-backed securities (RMBS) transactions issued
between 2002 and 2009.

The complete ratings list is available for free at:

     http://bankrupt.com/misc/S&P_RMBS_RA_9_25_12.pdf

"The downgrades reflect our assessment of the impact that
principal write-downs had on the affected classes during recent
remittance periods. Prior to 's rating actions, we rated all the
lowered classes in this review 'CCC (sf)' or 'CC (sf)'," S&P said.

Approximately 75.16% of the defaulted classes were from
transactions backed by Alternative-A (Alt-A) or prime jumbo
mortgage loan collateral. The 459 defaulted classes consist of:

    178 from prime jumbo transactions (38.78%);
    167 classes from Alt-A transactions (36.23% of all defaults);
    57 from subprime transactions (12.36%);
    41 from RMBS negative amortization transactions (8.89%);
    Seven from re-performing transactions;
    Six from resecuritized real estate mortgage investment conduit
    (re-REMIC) transactions;
    Two from RMBS Federal Housing Administration/Veterans Affairs
    transactions; and
    One from an RMBS "outside the guidelines" transaction.

A combination of subordination, excess spread, and
overcollateralization (where applicable) provide credit
enhancement for all of the transactions in this review.

Standard & Poor's will continue to monitor its ratings on
securities that experience principal write-downs, and it will
adjust its ratings as it considers appropriate in accordance with
its criteria.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/995.pdf



                            *********

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, Carmel
Paderog, Meriam Fernandez, 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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