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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Sunday, December 9, 2012, Vol. 16, No. 342

                             Headlines

ABN AMRO 2003-4: Moody's Cuts Rating on Cl. B-2 Tranche to 'Caa2'
ACACIA CRE 1: Moody's Affirms 'C' Ratings on 6 Note Classes
AIMCO CLO 2006-A: S&P Raises Rating on Class D Notes to 'BB'
AMERICAN CREDIT 2012-3: S&P Gives 'BB' Rating on Class D Notes
ANCHORAGE CAPITAL 2012-1: S&P Puts Prelim BB Rating on Cl. D Notes

ARBOR REALTY 2004-1: S&P Cuts Ratings on 2 Note Classes to 'CCC'
ARES XXII: S&P Raises Rating on Class D Notes to 'BB'
ARES ENHANCED: Moody's Raises Rating on Cl. C-2 Notes From 'Ba1'
ARIZONA HIGHER: Fitch Keeps Rating on Student Loan Securities
ASTORIA POWER: Fitch Affirms Low-B Ratings on Two Cert. Classes

BANC OF AMERICA 2004-2: Moody's Keeps Caa1 Rating on Cl. O Certs.
BANC OF AMERICA 2004-3: Moody's Cuts Rating on Cl. H Certs. to 'C'
BANC OF AMERICA 2007-1: Fitch Cuts Rating on Nine Cert. Classes
BB-UBS TRUST 2012-TFT: S&P Gives 'BB' Rating on Class TE Certs.
CANTOR COMMERCIAL: Fitch Affirms Bsf Rating on Class G Certs.

CBA COMMERCIAL 2004-1: S&P Cuts Rating on Class M-3 Certs. to 'D'
CITIGROUP COMM'L: Moody's Affirms 'Caa2' Rating on Cl. M Certs.
COMM 2012-CCRE5: Fitch To Rate Two Certificate Classes at Low-B
CREDIT SUISSE 2003-C3: Fitch Lowers Rating on 4 Cert. Classes
CREDIT SUISSE 2007-C5: Fitch Cuts Rating on 3 Cert Classes to Csf

CWHEQ 2006-RES: Moody's Cuts Ratings on 6 Tranches to 'Caa2'
FINN SQUARE: S&P Gives Preliminary 'BB' Rating on Class D Notes
FOUR CORNERS II: S&P Raises Rating on Class E Notes to 'CCC+'
GALAXY VIII CLO: S&P Affirms 'B+' Rating on Class E Notes
GMACM MORTGAGE 2003-AR2: Moody's Cuts Rating on M-1 Tranche to 'C'

GOLDENTREE LOAN VI: S&P Affirms 'BB' Rating on Class E Def Notes
GOLDMAN SACHS 2012-GCJ9: Fitch Puts Low-B Rating on 2 Note Classes
GREYLOCK SYNTHETIC: Moody's Lifts Rating on Series 2 Notes to 'B1'
HELIOS FINANCE 2007-S1: Fitch Affirms Csf Rating on 2 Note Classes
IMPAC CMB 2003-4: Moody's Cuts Rating on 3-M-2 Tranche to 'Caa1'

INDUSTRIAL SENIOR: Fitch Puts BB Final Rating on 10-Yr Loan Notes
JP MORGAN 2005-LDP3: Moody's Cuts Rating on Class G Certs. to 'C'
JP MORGAN 2006-LDP7: Fitch Cuts Rating on 7 Certificate Classes
JP MORGAN 2012-PHH: Moody's Assigns '(P)Ba1' Rating to Cl. E Certs
LB-UBS 002-C4: Fitch Affirms 'Csf' Rating on $7.3MM Class N Certs

MACH ONE 2004-1: Fitch Affirms 'Csf' Rating on Five Note Classes
MADISON AVENUE 2002-A: S&P Raises Rating on Cl. B-1 Secs. to 'BB-'
MANUFACTURED HOUSING 2001-1: S&P Cuts Class IM-2 Rating to 'CCC-'
MERRILL LYNCH 2006-1: Fitch Affirms Junk Ratings on 3 Cert Classes
MESA WEST: Moody's Affirms 'Ca' Ratings on Three Note Classes

MUIR GROVE CLO: S&P Raises Rating on Class E Notes to 'B+'
NEWCASTLE CDO IV: Fitch Affirms 'Csf' Rating on 3 Note Classes
OCTAGON INVESTMENT VII: S&P Raises Rating on B-2L Notes From 'BB+'
OCTAGON INVESTMENT VIII: S&P Affirms 'B+' Rating on Class E Notes
PEGASUS 2007-1: Moody's Lowers Rating on Cl. A1 Notes to 'B1'

PRIMA CAPITAL: Moody's Affirms 'Caa3' Ratings on 3 Note Classes
PUTNAM STRUCTURED: Moody's Lifts Ratings on 3 Note Classes to Ba2
RAIT PREFERRED: Moody's Affirms Caa3 Ratings on 4 Note Classes
RESI FINANCE: Moody's Cuts Ratings on Two Tranches to 'Ca'
RESIDENTIAL REINSURANCE 2012: S&P Rates Class 1 Notes 'BB+'

SAN JOSE REDEVELOPMENT: Fitch Keeps Low-B Rating on 2 TABs Classes
SANTANDER DRIVE 2012-A: Moody's Rates Class E Notes '(P)Ba2'
SANTANDER DRIVE 2012-A: S&P Gives Prelim BB+ Rating on Cl. E Notes
SEQUOIA MORTGAGE 9: Moody's Cuts Rating on Cl. B-3 Tranche to 'Ca'
SEQUOIA MORTGAGE 2012-6: Fitch Rates $2.4MM Cl. B-4 Certs. 'BBsf'

STONE TOWER CDO: S&P Affirms 'CCC-' Rating on Class B-1L Notes
SUGAR CREEK: S&P Raises Rating on $47MM Revenue Bond From 'BB+'
TELOS CLO 2006-1: Moody's Hikes Rating on Class E Notes to 'Ba2'
WAMU MORTGAGE 2003-AR9: Moody's Cuts II-B-2 Tranche Rating to Caa3
WEBSTER FINANCIAL: Fitch Rates Series E Preferred Stock at 'B+'

UBS-BARCLAYS 2012-C4: S&P Gives 'BB-' Rating to Class F Certs.
UBS REAL 2012-C4: Fitch To Rate Two Certificate Classes at Low-B
US AIRWAYS: Fitch Rates $111.8-Mil. Class B Certificates 'BB-'
ZAIS INVESTMENT VI: S&P Raises Ratings on 2 Note Classes to 'BB+'

* Moody's Cuts Ratings on $200.4-Mil. Prime RMBS Tranches
* Moody's Takes Rating Actions on $213-Mil. Prime Jumbo RMBS
* Moody's Takes Rating Actions on $182-Mil. Subprime RMBS
* Moody's Takes Rating Actions on $121-Mil. Subprime RMBS
* Moody's Takes Rating Actions on $44-Mil. Subprime RMBS

* S&P Lowers Ratings on 644 Classes From 194 US RMBS Transactions
* S&P Lowers Ratings on 244 Cert. Classes From 157 RMBS to 'D'
* S&P Withdraws Ratings on 36 Classes of Notes From 9 CLO Deals
* S&P Withdraws Ratings on 10 Tranches From 10 Synthetic CDOs
* S&P Takes Various Rating Actions on 41 Classes From 5 CMBS Deals

* S&P Takes Various Rating Actions on 82 Classes From 5 CMBS Deals
* S&P Takes Various Rating Actions on 48 Classes From 3 CMBS Deals
* S&P Takes Various Rating Actions on 26 Classes From 2 CMBS Deals
* S&P Takes Various Rating Actions on 46 Classes From 3 CMBS Deals


                            *********


ABN AMRO 2003-4: Moody's Cuts Rating on Cl. B-2 Tranche to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 11
tranches from two RMBS transactions, backed by Prime Loans, issued
by ABN AMRO Mortgage Corporation.

Complete rating actions are as follows:

Issuer: ABN AMRO Mortgage Corporation, Multi-Class Pass-Through
Certificates, Series 2003-12

Cl. 1A, Downgraded to A1 (sf); previously on Apr 22, 2011
Downgraded to Aa1 (sf)

Cl. 2A, Downgraded to A1 (sf); previously on Apr 22, 2011
Downgraded to Aa1 (sf)

Cl. 3A1, Downgraded to A1 (sf); previously on Apr 22, 2011
Downgraded to Aa1 (sf)

Cl. A-P, Downgraded to A2 (sf); previously on Apr 22, 2011
Downgraded to Aa3 (sf)

Cl. 3A2, Downgraded to A1 (sf); previously on Apr 22, 2011
Downgraded to Aa1 (sf)

Issuer: ABN AMRO Mortgage Corporation, Multi-Class Pass-Through
Certificates, Series 2003-4

Cl. A-4, Downgraded to Aa2 (sf); previously on Apr 25, 2003
Assigned Aaa (sf)

Cl. A-22, Downgraded to A1 (sf); previously on Apr 25, 2003
Assigned Aaa (sf)

Cl. A-P, Downgraded to A1 (sf); previously on Apr 25, 2003
Assigned Aaa (sf)

Cl. M, Downgraded to Baa2 (sf); previously on Apr 22, 2011
Downgraded to Aa3 (sf)

Cl. B-1, Downgraded to B1 (sf); previously on Apr 22, 2011
Downgraded to Baa2 (sf)

Cl. B-2, Downgraded to Caa2 (sf); previously on Apr 22, 2011
Downgraded to B1 (sf)

Ratings Rationale

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

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

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

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
originated before 2005, Moody's first applies a baseline
delinquency rate of 3.0%. 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 pool with 75 loans, the
adjusted rate of new delinquency would be 3.03%. In addition, if
current delinquency levels in a small pool is low, future
delinquencies are expected to reflect this trend. To account for
that, the rate calculated above is multiplied by a factor ranging
from 0.75 to 2.5 for current delinquencies ranging from less than
2.5% to greater than 10% respectively. Delinquencies for
subsequent years and ultimate expected losses are projected using
the approach described in the methodology publication.

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 7.9% in October 2012. Moody's forecasts a
further drop to 7.5% by 2014. 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_SF309415

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

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


ACACIA CRE 1: Moody's Affirms 'C' Ratings on 6 Note Classes
-----------------------------------------------------------
Moody's Investors Service has affirmed all classes of Notes issued
by Acacia CRE CDO 1, Ltd. The affirmations are due to key
transaction parameters performing within levels commensurate with
the existing ratings levels. The rating action is the result of
Moody's on-going surveillance of commercial real estate
collateralized debt obligation and re-remic (CRE CDO and Re-Remic)
transactions.

Moody's rating action is as follows:

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

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

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

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

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

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

Ratings Rationale

Acacia CRE CDO 1, Ltd. is a static cash transaction backed by a
portfolio of commercial mortgage backed securities (CMBS) (84.6%
of the pool balance), CRE CDO bonds (12.8%), and asset backed
securities (ABS) (2.6%). As of the October 31, 2012 monthly
trustee report, the aggregate Note balance of the transaction,
including Preferred Shares, has decreased to $280.1 million from
$300.0 million at issuance, as a result of the paydown directed to
the Class A Notes from regular amortization of collateral,
interest proceeds directed to senior classes as principal proceeds
as a result of failing one or more par value tests, and
reclassification of interest proceeds from defaulted securities as
principal proceeds.

There are seventeen assets with par balance of $59.6 million
(54.4% of the current pool balance) that are considered defaulted
securities as of the October 31, 2012 monthly trustee report,
compared to thirty-three defaulted securities totaling $90.0
million par amount (62.7%) at last review. Moody's does expect
moderate to high losses to occur from these defaulted securities
once they are realized.

Also, as of the October 31, 2012 monthly trustee report, the
current par balance of the collateral, including defaulted
securities, is $109.6 million, which represents a 57.3% under-
collateralization to the transaction, compared to 44.8% under-
collateralization at last review. This corresponds to the current
senior overcollateralization ratio of 30.4%, compared to 34.5% at
last review.

As of the October 2011 payment date, interest shortfalls from the
underlying collateral resulted in (i) a default in the interest
swap payment which triggered an early termination of the interest
rate swap agreement; (ii) non-payment of interest on all Non-
PIKable and PIKable classes. The default in payment of interest on
Class A Notes or Class B Notes caused an Event of Default (EOD) on
October 13, 2011. As of the October 9, 2012 Note Valuation report,
the total amount of the termination payment on the interest rate
swap due was approximately $16.9 million, which represents 15.4%
of the current total collateral par amount. Currently, the EOD is
continuing and the acceleration of maturity has not been declared.

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 6,961 compared to 7,439 at last review. The
current distribution of Moody's rated collateral and assessments
for non-Moody's rated collateral is as follows: Aaa-Aa3 (2.7%
compared to 0.0% at last review), A1-A3 (3.9% compared to 5.2% at
last review),Baa1-Baa3 (3.2% compared to 4.7% at last review),
Ba1-Ba3 (18.1% compared to 13.8% at last review), B1-B3 (0.9%
compared to 0.7% at last review), and Caa1-Ca/C (71.2% compared to
75.6% at last review).

Moody's modeled to a WAL of 4.7 years, compared to 3.9 years at
last review. The current WAL is based on the assumption about
collateral extensions.

Moody's modeled a fixed 4.9% WARR, compared to 4.5% at last
review.

Moody's modeled a MAC of 100.0%, the same as 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. However, in
light of the performance indicators noted above, Moody's believes
that it is unlikely that the ratings announced on Dec. 5 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 given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
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 nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace 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 internet sales
growth. 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 is for continued
below-trend growth in US GDP over the near term, with consumer
spending remaining soft in the US. Hurricane Sandy may skew near-
term economic data but is unlikely to have any long-term
macroeconomic effects. Primary downside risks include: a deeper
than expected recession in the euro area accompanied by deeper
credit contraction; the potential for a hard landing in major
emerging markets, including China, India and Brazil; an oil supply
shock, albeit abated in recent months; and given recent political
gridlock, excessive fiscal tightening in the US in 2013 leading
the US into recession. However, the Federal Reserve has shown
signs of support for activity by continuing with quantitative
easing.

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.


AIMCO CLO 2006-A: S&P Raises Rating on Class D Notes to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
D notes from AIMCO CLO Series 2006-A. "At the same time, we
affirmed our ratings on the class A-1, A-2, B, and C notes. AIMCO
CLO Series 2006-A is a collateralized loan obligation (CLO)
transaction that is managed by Allstate Investment Management
Co.," S&P said

"The transaction's reinvestment period ends in August 2013. 's
upgrade reflects the improved credit quality of the transaction's
underlying asset portfolio since our December 2010 rating actions.
Since that time, the amount of defaulted assets and 'CCC' rated
obligations held in the portfolio has decreased. We also note that
the ratings on the class D notes are no longer driven by the
application of the largest obligor test, a supplemental stress
test we introduced as part of our corporate CDO criteria update,"
S&P said.

The affirmations reflect the sufficient credit support available
to the notes at the current rating levels.

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 17-g7 Disclosure Reports
included in this credit rating report are available at:

         http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

AIMCO CLO Series 2006-A
                       Rating
Class               To           From
D                   BB (sf)      B+ (sf)

RATINGS AFFIRMED

AIMCO CLO Series 2006-A

Class               Rating
A-1                 AA+ (sf)
A-2                 AA (sf)
B                   A (sf)
C                   BBB (sf)


AMERICAN CREDIT 2012-3: S&P Gives 'BB' Rating on Class D Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
American Credit Acceptance Receivables Trust 2012-3's $205 million
asset-backed notes series 2012-3.

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

The ratings reflect S&P's view of:

    The availability of approximately 45.5%, 42.7%, 35.9%, and
    30.2% of credit support for the class A, B, C, and D notes
    based on break-even stressed cash flow scenarios (including
    excess spread), which provide coverage of more than 1.95x,
    1.80x, 1.50x, and 1.25x S&P's expected net loss range of
    21.65%-22.15% for the class A, B, C, and D notes.

    The timely interest and principal payments made to the rated
    notes by the assumed legal final maturity dates under S&P's
    stressed cash flow modeling scenarios, which we believe are
    appropriate for the assigned ratings.

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

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

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

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

    The transaction's legal structure.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

      http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED

American Credit Acceptance Receivables Trust 2012-3


Class       Rating      Type         Interest         Amount
                                     rate           (mil. $)
A           A+ (sf)     Senior       Fixed            153.76
B           A (sf)      Subordinate  Fixed              9.52
C           BBB (sf)    Subordinate  Fixed             20.86
D           BB (sf)     Subordinate  Fixed             20.86


ANCHORAGE CAPITAL 2012-1: S&P Puts Prelim BB Rating on Cl. D Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Anchorage Capital CLO 2012-1 Ltd./Anchorage Capital CLO
2012-1 LLC's $460.0 million floating-rate notes.

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

The preliminary ratings are based on information as of Dec. 4,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

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

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

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

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

    The collateral manager's experienced management team.

    S&P's projections regarding the timely interest and ultimate
    principal payments on the preliminary rated notes, which it
    assessed using its cash flow analysis and assumptions
    commensurate with the assigned preliminary ratings under
    various interest-rate scenarios, including LIBOR ranging from
    0.3100%-12.8133%.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

      http://standardandpoorsdisclosure-17g7.com/1153.pdf

PRELIMINARY RATINGS ASSIGNED

Anchorage Capital CLO 2012-1 Ltd./Anchorage Capital CLO 2012-1 LLC

Class                      Rating           Amount
                                          (mil. $)
A-1                        AAA (sf)         311.60
A-2                        AA (sf)           63.00
B (deferrable)             A (sf)            37.10
C (deferrable)             BBB (sf)          25.70
D (deferrable)             BB (sf)           22.60
Subordinated notes         NR                56.70

NR - Not rated.


ARBOR REALTY 2004-1: S&P Cuts Ratings on 2 Note Classes to 'CCC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 20
classes from three Arbor Realty Mortgage Securities transactions
(Arbor 2004-1, 2005-1, and 2006-1), all of which are commercial
real estate collateralized debt obligation (CRE CDO) transactions,
and removed them from CreditWatch with negative implications. "At
the same time, we affirmed our 'A+ (sf)' rating on class A-1 from
Arbor 2005-1 and removed it from CreditWatch with negative
implications," S&P said.

"The downgrades and affirmation reflect our analysis of the
transactions' liability structures and the credit characteristics
of the underlying collateral using our criteria for global CDOs of
pooled structured finance assets. We also considered the amount of
defaulted assets in the transactions and their expected recoveries
in our analysis. The downgrades also reflect the results of the
largest obligor default test, part of the supplemental stress
test. The largest obligor default test assesses the ability of a
rated CDO of pooled structured finance liability tranche to
withstand the default of a minimum number of the largest credit or
obligor exposures within an asset pool, factoring in the
underlying assets' credit quality. The downgrades of classes D, E,
and F from Arbor 2006-1 resulted from the application of the
largest obligor test," S&P said.

"The global CDOs of pooled structured finance assets criteria,
which we published on Feb. 21, 2012, include revisions to our
assumptions on correlations, recovery rates, and default patterns
and timings of the collateral. Specifically, correlations on
commercial real estate assets increased to 70%. The criteria also
include supplemental stress tests (largest obligor default test
and largest industry default test) in our analysis," S&P said.

                        Arbor 2004-1

According to the Oct. 31, 2012, trustee report, the transaction's
collateral totaled $317.0 million, which includes $5.7 million of
unfunded future advances. The transaction's liabilities totaled
$326.3 million. The liability balance at issuance was originally
$469.0 million. The transaction's current asset pool consists of
26 subordinate loans/subordinate participations ($246.5 million,
77.8%), five whole loans/ senior participations ($64.0 million,
20.2%), and one CMBS security ($0.7 million, 0.2%), as well as
unfunded future advances ($5.7 million, 1.8%).

"The trustee report noted seven defaulted assets ($36.2 million,
11.4%), in the collateral pool. In addition, we determined two
additional assets, Bethany Core Portfolio ($16.0 million, 5.1%)
and Paramus Retail ($2.6 million, 0.8%), to be credit-impaired.
For the Bethany Core Portfolio asset, the senior lender is
currently in the process of foreclosure. For the Paramus Retail
asset, we expect the borrower to continue to experience
refinancing difficulties. We expect no recoveries on the defaulted
and credit impaired loans that consist of subordinate positions.
We expect minimal losses on the Paramus Retail asset. We based our
recovery analysis on information provided by the collateral
manager, special servicer, and third-party data providers," S&P
said.

                           Arbor 2005-1

According to the Oct. 31, 2012, trustee report, the transaction's
collateral totaled $420.7 million, while the transaction's
liabilities totaled $417.6 million, which is down from $475
million at issuance. The transaction's current asset pool consists
of 28 whole loans/ senior participations ($237.2 million, 56.4%),
15 subordinate loans/subordinate participations ($173.6 million,
41.3%), and one CRE CDO asset ($10.0 million, 2.4%).

"The trustee report noted two defaulted assets ($25.0 million,
5.9%), in the collateral pool. In addition, we determined one
additional asset, Bethany Core Portfolio ($16.0 million, 3.8%) to
be credit-impaired. For the Bethany Core Portfolio asset, the
senior lender is currently in the process of foreclosure. We
expect no recoveries on the defaulted and credit-impaired loans.
We based our recovery analysis on information provided by the
collateral manager, special servicer, and third-party data
providers," S&P said.

                           Arbor 2006-1

According to the Oct. 31, 2012, trustee report, the transaction's
collateral totaled $556.1 million, which includes $2.2 million of
unfunded future advances. The transaction's liabilities totaled
$549.3 million, down from $600.0 million at issuance. The
transaction's current asset pool consists of 34 whole loans/
senior participations ($441.4 million, 79.4%) and 12 subordinate
loans/subordinate participations ($173.6 million, 20.6%).

"The trustee report noted two defaulted assets ($40.0 million,
7.2%), in the collateral pool, for which we expect no recoveries
to the Longhouse Mezz 3 asset and approximately 40% to the St.
Johns River asset. We based our recovery analysis on information
provided by the collateral manager, special servicer, and third-
party data providers," S&P said.

"We applied asset specific recovery rates in our analysis of the
performing loans in all three transactions using our updated
methodology and assumptions for rating U.S. and Canadian CMBS and
our global property evaluation methodology, both published Sept.
5, 2012. We also considered qualitative factors such as the near-
term maturities of the loans, refinancing prospects, and loans
modifications," S&P said.

According to the trustee report, all three transactions are
passing their principal coverage tests and interest coverage
tests.

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

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATINGS LOWERED AND REMOVED FROM CREDITWATCH

Arbor Realty Mortgage Securities 2004-1, Ltd.
                  Rating
Class     To                   From
A         BB+ (sf)             BBB+ (sf)/Watch Neg
B         B- (sf)              BBB- (sf)/Watch Neg
C         CCC (sf)             BB+ (sf)/Watch Neg
D         CCC (sf)             BB+ (sf)/Watch Neg

Arbor Realty Mortgage Securities 2005-1, Ltd.
                  Rating
Class     To                   From
A-2       BBB- (sf)            A (sf)/Watch Neg
B         B (sf)               BBB+ (sf)/Watch Neg
C         B (sf)               BBB (sf)/Watch Neg
D         B- (sf)              BBB- (sf)/Watch Neg
E         B- (sf)              BBB- (sf)/Watch Neg
F         CCC+ (sf)            BB+ (sf)/Watch Neg
G         CCC+ (sf)            BB+ (sf)/Watch Neg
H         CCC+ (sf)            BB+ (sf)/Watch Neg

Arbor Realty Mortgage Securities 2006-1, Ltd.
                  Rating
Class     To                   From
A-1A      BBB- (sf)            BBB+ (sf)/Watch Neg
A-1AR     BBB- (sf)            BBB+ (sf)/Watch Neg
A-2       B+ (sf)              BBB (sf)/Watch Neg
B         B (sf)               BBB- (sf)/Watch Neg
C         CCC+ (sf)            BB+ (sf)/Watch Neg
D         CCC- (sf)            BB+ (sf)/Watch Neg
E         CCC- (sf)            BB (sf)/Watch Neg
F         CCC- (sf)            BB- (sf)/Watch Neg

RATING AFFIRMED AND REMOVED FROM CREDITWATCH

Arbor Realty Mortgage Securities 2005-1, Ltd.
                  Rating
Class     To                   From
A         A+ (sf)              A+ (sf)/Watch Neg


ARES XXII: S&P Raises Rating on Class D Notes to 'BB'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, A-3, B, C, and D notes from Ares XXII CLO Ltd., a U.S.
collateralized loan obligation (CLO) managed by Ares CLO
Management XXII L.P.

"The upgrades reflect improvement in the credit quality of the
underlying assets since our last upgrade action in January 2011,"
S&P said.

Ares XXII is still in its reinvestment period and will continue to
invest principal proceeds in new collateral until Oct. 6, 2014.

"The improvements in the transaction are reflected in the
reduction in the defaulted assets held. According to the Oct. 4,
2012, trustee report, the transaction held less than $1 million in
defaulted collateral, down from $3.2 million noted in the Dec. 7,
2010, trustee report, which we used for our January 2011 actions,"
S&P said.

"The transaction has also benefited from the improved credit
quality of the underlying collateral since our last rating action.
The transaction is currently passing all coverage tests, including
the supplemental diversion test. As a result, excess interest
proceeds after the payment of class D interest is flowing to the
equity tranche," S&P said.

"All the tranches in the transaction, except the class A-2 notes,
can now withstand their original ratings. As a result, we raised
the ratings on all the notes other than the A-2, back to their
original rating levels. We raised the rating on the A-2 notes to
'AA+ (sf)'--one notch below its original rating," S&P said.

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Ares XXII CLO Ltd.
                       Rating
Class              To           From
A-1                AAA (sf)     AA+ (sf)
A-2                AA+ (sf)     AA (sf)
A-3                AA (sf)      A+ (sf)
B                  A (sf)       BBB (sf)
C                  BBB (sf)     BBB- (sf)
D                  BB (sf)      B+ (sf)


ARES ENHANCED: Moody's Raises Rating on Cl. C-2 Notes From 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Ares Enhanced Loan Investment Strategy
II, Ltd.:

U.S. $25,500,000 Class B-1 Senior Secured Deferrable Interest
Floating Rate Notes Due 2020, Upgraded to A1 (sf); previously on
July 8, 2011 Upgraded to A3 (sf)

U.S. $10,000,000 Class B-2 Senior Secured Deferrable Interest
Fixed Rate Notes Due 2020, Upgraded to A1 (sf); previously on July
8, 2011 Upgraded to A3 (sf)

U.S. $13,500,000 Class C-1 Senior Secured Deferrable Interest
Floating Rate Notes Due 2020, Upgraded to Baa3 (sf); previously on
July 8, 2011 Upgraded to Ba1 (sf)

U.S. $3,500,000 Class C-2 Senior Secured Deferrable Interest Fixed
Rate Notes 2020, Upgraded to Baa3 (sf); previously on July 8, 2011
Upgraded to Ba1 (sf)

Ratings Rationale

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in January 2013. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive buffer
relative to certain covenant requirements. In particular, the deal
is assumed to benefit from lower WARF and higher spread levels
compared to the levels assumed at the last rating action in July
2011. Moody's modeled a WARF of 2549 and WAS of 3.21% compared to
2710 and 2.73%, respectively, at the time of the last rating
action. Additionally, Moody's notes that WARR has increased since
the last rating action. Based on the October 2012 trustee report,
the WARR is currently 50.4% compared to 49.4% in June 2011.
Moody's also notes that the transaction's reported
overcollateralization ratios are stable since the last rating
action.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $395 million, no
defaulted par, a weighted average default probability of 17.10%
(implying a WARF of 2549), a weighted average recovery rate upon
default of 50.79%, and a diversity score of 52. The default and
recovery properties of the collateral pool are incorporated in
cash flow model analysis where they are subject to stresses as a
function of the target rating of each CLO liability being
reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Ares Enhanced Loan Investment Strategy II, Ltd., issued in January
2006, is a collateralized loan obligation backed primarily by a
portfolio of senior secured loans.

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

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

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

Moody's Adjusted WARF -- 20% (2039)

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

Moody's Adjusted WARF + 20% (3058)

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

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.


ARIZONA HIGHER: Fitch Keeps Rating on Student Loan Securities
-------------------------------------------------------------
Fitch Ratings currently maintains ratings listed below for the
student loan asset backed securities issued by Arizona Higher
Education Loan Authority (AHELA) under the Arizona Higher
Education Loan Authority - 2005 Trust Indenture (AHELA - 2005)
AHELA has requested that Fitch confirm its existing ratings based
on the proposed ninth amendment to the original indenture.
Consistent with its statements on policies regarding rating
confirmations in structured finance transactions (Jan. 13, 2009)
and student loan confirms (May 8, 2009), Fitch is treating this
request as a notification.

AHELA has notified Fitch that it is proposing the addition of a
ninth amendment to allow the trust to use available funds to
purchase bonds at a discount between Jan. 1, 2013 and Sep. 30,
2013 in combination with mandatory redemptions.  The amendment
allows for purchase of subordinate bonds only if no other bonds
will remain outstanding after such purchase.  Should the amendment
not go into effect, the trust can use funds to make redemption
payments at their discretion at par plus accrued interest when
parity is below the release levels of 103% for total parity and
112% for senior parity. Currently, total parity is 99.60% and
senior parity is 114.79% as of the Q3 servicer report.

Based on the information provided, Fitch has determined that the
ninth amendment will not have material impact on the existing
ratings at this time.  This determination only addresses the
effect of the ninth amendment on the current ratings assigned by
Fitch to the securities listed below.  It does not address whether
the amendment is permitted by the terms of the documents nor does
it address whether it is in the best interests of, or prejudicial
to, some or all of the holders of the securities listed.

Fitch currently rates Arizona Higher Education Loan Authority -
2005 Trust Indenture as follows:

  -- 2005 class A-1 'Asf'; Outlook Negative;
  -- 2005 class A-2 'Asf'; Outlook Negative;
  -- 2006 class A-1 'Asf'; Outlook Negative;
  -- 2006 class A-2 'Asf'; Outlook Negative;
  -- 2007 class A-1 'Asf'; Outlook Negative;
  -- 2005 class B 'Bsf'; Outlook Negative;
  -- 2006 class B 'Bsf'; Outlook Negative;
  -- 2007 class B 'Bsf'; Outlook Negative.


ASTORIA POWER: Fitch Affirms Low-B Ratings on Two Cert. Classes
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Astoria Power Project
Pass-Through Trust's series A, B, and C certificates as follows:

  -- $515 million series A certificates due 2016 at 'BBB-';
  -- $210 million series B certificates due 2021 at 'BB';
  -- $69.5 million series C certificates due 2021 at 'BB-'.

The Rating Outlook is Stable for each series.

Astoria Power Project Pass-through Trust was formed to issue the
certificates.  The proceeds were used to purchase the rights,
titles, and interests of Astoria's lender in Astoria Energy LLC's
(the project) first and second lien loans and corresponding
collateral.  Each of the certificates represents a fractional
interest in the trust.

KEY RATING DRIVERS:

Contracted Price Floor: The power purchase agreement (PPA) with an
investment-grade off-taker provides for a capacity and energy
price floor that supports the payment of scheduled debt service.
Fitch expects the project to rely on the capacity and energy price
floor for the next two to four years.  The price floor reduces
revenue risk, but cash flow remains subject to the risk of
operational shortfalls or increased costs, potentially exacerbated
by an unfunded operating reserve.

Manageable Refinance Risk: Astoria's debt structure provides
financial flexibility by enabling the project to defer first lien
target amortization and pay second lien debt service in-kind.
Fitch believes that average New York Independent System Operator's
(NYISO) Zone J capacity and energy prices will generally remain
below the PPA price floor requiring the project to refinance
approximately $75 million of the target amortization portion of
the first lien loan. Additionally, the off-taker's decision to not
extend the PPA through the maturity of the second lien loan
creates revenue uncertainty that increases refinance risk.

Strong Competitive Position: Astoria has a strong competitive
position in the NYISO Zone J, historically among the most capacity
constrained markets in the U.S.  This helps mitigate dispatch risk
and enhances capacity and energy price prospects during the
merchant period.

Solid Cost Profile: Management has effectively managed costs and
realized approximately $7 million in shared cost-savings with
Astoria II.  The PPA does not pass-through operating or emissions
costs, and energy purchases are subject to an implied heat rate
factor, increasing the importance of operational stability and
efficiency.

Adequate Projected Coverage Ratios: The Fitch rating case
forecasts scheduled series A, B, and C debt service coverage
ratios (DSCRs) of approximately 1.45x, 1.15x, and 1.05x
(respectively) through the PPA period.  The Fitch base case
forecasts a similar DSCR profile due to forecasted depressed
market capacity and energy prices that lead to the payment of PPA
floor prices over the next two to four years.  Fitch expects more
robust coverage in the Fitch base and rating cases thereafter from
a forecasted recovery in market prices, an assumed long-term
refinancing of any outstanding first lien balance and manageable
leverage of $525 per kW or 2.5x net debt-to-CFADS at the
commencement of the merchant period.

What Could Trigger A Rating Action

Operational Challenges: Decreased project availability, persistent
heat rate excursions, or an inability to effectively manage
operating costs;

Depressed Market Prices: Sustained weakness in the capacity and
energy markets.

Security

Astoria Depositor Corp. deposited with the trust a first and
second lien loan executed by Astoria Energy LLC.  The loans are
secured by a first or second priority mortgage lien on the real
estate, security interest in all of Astoria's personal property,
including the PPA and other contracts, and a pledge of all
accounts and the membership interests of Astoria Project Partners
LLC in the project.

Fitch views the credit quality of the series A certificates and
series B certificates to be closely aligned to the credit quality
of the first and second lien loans, respectively.  Fitch considers
the series C certificates to be structurally subordinated to the
series A and B certificates given their position in the waterfall
and lower priority in the event of foreclosure.  Additionally,
Fitch notes that the lien priorities will remain intact until full
cash payment of the first lien principal and interest.  This
includes the commencement of a new first lien credit agreement.

Credit Summary

Fitch believes the project will receive capacity and energy prices
consistent with the contracted price floor for the next two to
four years due to continued market pricing weakness.  While energy
prices have primarily been driven by low natural gas prices and
demand, NYISO Zone J capacity prices have declined considerably by
the entry of uneconomic capacity.  However, Fitch views the FERC
ruling on the NYISO application of the buyer-side market power
rules for Astoria II and Bayonne as favorable to market capacity
prices in the long-term.  Nevertheless, uncertain future load
demand and a response by mothballed capacity may act as a capacity
price suppressant.  Fitch expects the price floor to continue
supporting scheduled debt service and near-term financial
flexibility to remain constrained, but any capacity and energy
margin improvements should help reduce refinance risk.

Fitch recognizes that the structural features of the debt allow
for market pricing improvements to benefit the debt holders, as
the project may not make equity distributions until all targeted
payments are met and debt service reserves are fully funded.
Fitch notes that the project's reserves were drawn on during the
first half of 2012 due to timing issues, but have been or are in
the process of being replenished.  Fitch believes that the floor
pricing structure and projected price recovery, in conjunction
with the structural features of the debt, reduce the probability
of default and help mitigate the projected refinance risk.

Astoria is an approximate 550MW gas- and USLD-fired power plant in
the Astoria section of Queens, New York. The facility provides
electric generating capacity for NYISO's Zone J, which consists of
the New York City market.  Astoria sells the majority of its
capacity and energy to Consolidated Edison (ConEd; Fitch rated
'BBB+' with a Stable Outlook) under a PPA for an initial term of
10-years, expiring May 2016.  Fitch notes that ConEd decided not
to extend the PPA for an additional five-year period through May
2021.  The rate structure for the capacity and energy components
is priced at a 5% discount from the then-current market price,
which is subject to a floor capacity and energy price, and a
capacity ceiling price.


BANC OF AMERICA 2004-2: Moody's Keeps Caa1 Rating on Cl. O Certs.
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 16 classes of
Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-2 as follows:

Cl. A-4, Affirmed at Aaa (sf); previously on Oct 1, 2004
Definitive Rating Assigned Aaa (sf) and Confirmed

Cl. A-5, Affirmed at Aaa (sf); previously on Oct 1, 2004
Definitive Rating Assigned Aaa (sf) and Confirmed

Cl. B, Affirmed at Aaa (sf); previously on Jun 26, 2008 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on Jun 26, 2008 Upgraded
to Aaa (sf)

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

Cl. E, Affirmed at A1 (sf); previously on Jan 28, 2011 Upgraded to
A1 (sf)

Cl. F, Affirmed at Baa1 (sf); previously on Oct 1, 2004 Definitive
Rating Assigned Baa1 (sf) and Confirmed

Cl. G, Affirmed at Baa2 (sf); previously on Oct 1, 2004 Definitive
Rating Assigned Baa2 (sf) and Confirmed

Cl. H, Affirmed at Baa3 (sf); previously on Oct 1, 2004 Definitive
Rating Assigned Baa3 (sf) and Confirmed

Cl. J, Affirmed at Ba1 (sf); previously on Oct 1, 2004 Definitive
Rating Assigned Ba1 (sf) and Confirmed

Cl. K, Affirmed at Ba2 (sf); previously on Oct 1, 2004 Definitive
Rating Assigned Ba2 (sf) and Confirmed

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

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

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

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

Cl. XC, 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 interest only class, Class XC is consistent with
the credit performance of its referenced classes and thus is
confirmed.

Moody's rating action reflects a base expected loss of 3.7% of the
current balance compared to 4.5% at last review. Moody's provides
a current list of base expected losses for conduit and fusion CMBS
transactions on moodys.com at
http://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 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 15 compared to 16 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 8.5 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 December 1, 2011.

DEAL PERFORMANCE

As of the November 13, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 55% to $518.1
million from $1.1 billion at securitization. The Certificates are
collateralized by 50 mortgage loans ranging in size from less than
1% to 14% of the pool, with the top ten non-defeased loans
representing 51% of the pool. There is one loan with a credit
assessment, representing 7% of the pool. Eleven loans representing
20% of the pool have defeased and are backed by U.S. Government
Securities.

Seven 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.

One loan has been liquidated from the pool, resulting in a
realized loss of $1.2 million (46% loss severity). Currently two
loans, representing 5% of the pool, are in special servicing. The
largest specially serviced loan is the Lakeside III Loan ($13.1
million -- 2.5% of the pool), which is secured by a 102,000 square
foot (SF) office building located in Dulles, Virginia. The loan
was transferred to special servicing in March 2011 due to imminent
default. The property is currently 97% occupied, however a major
tenant (65% of net rentable area), is exercising its early
termination clause and is expected to vacate at the end of
November 2012. The tenant will pay $1.5 million for the early
termination fee and the property's occupancy will drop to 35%. A
Deed in Lieu was completed on November 9, 2012. The other
specially serviced loan is secured by a retail center located in
Keene, New Hampshire. Moody's estimates an aggregate $11.1 million
loss for both the specially serviced loans (46% expected loss on
average).

Moody's has assumed a high default probability for two poorly
performing loans representing 3% of the pool and has estimated a
$2.6 million 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 99% and 91% of the pool respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 77% compared to 88% 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 9.1%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.52X and 1.34X, respectively, compared to
1.48X and 1.22X 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 Prince Kuhio Plaza Loan
($34.2 million -- 6.6% of the pool), which is secured by the
borrower's interest in a 504,000 SF regional mall located in Hilo,
Hawaii. The mall is owned by an affiliate of General Growth
Properties, Inc. (GGP). The mall was 80% leased as of July 2012,
the same as at last review. Anchor tenants include Sears, Macy's
and Safeway. Moody's current credit assessment and stressed DSCR
are Baa3 and 1.31X, respectively, compared to Baa3 and 1.41X at
last review.

The top three performing conduit loans represent 25.2% of the pool
balance. The largest loan is the Eden Prairie Mall Loan ($73.6
million -- 14.2% of the pool), which is secured by the borrower's
interest in a 1.1 million SF regional mall located in suburban
Minneapolis, Minnesota. The mall is owned by an affiliate of GGP.
The mall was 98% leased as of June 2012 compared to 99% at last
review. The mall's performance has improved due to a decline in
repairs and maintenance expenses. Anchor tenants include Sears,
Target, Von Maur and Kohl's. Moody's LTV and stressed DSCR are 83%
and 1.17X, respectively, compared to 99% and 0.99X at last review.

The second largest loan is the MHC Portfolio-Waterford Estates
Loan ($28.6 million -- 5.5% of the pool), which is secured by a
731-pad manufactured housing community located approximately ten
miles south of Wilmington in Bear, Delaware. The property was 96%
leased as of June 2012, essentially the same at last review.
Performance has been stable and the loan has benefited from
amortization. Moody's LTV and stressed DSCR are 87% and 1.09X,
respectively, compared to 90% and 1.05X, at last review.

The third largest loan is the MHC Portfolio-Lake Fairways Country
Club Loan ($28.2 million -- 5.4% of the pool), which is secured by
an 896-pad manufactured housing community located in North Fort-
Meyers, Florida. The property was 99% leased as of July 2012.
Moody's LTV and stressed DSCR are 69% and 1.37X, respectively
compared to 73% and 1.29X as at last review.


BANC OF AMERICA 2004-3: Moody's Cuts Rating on Cl. H Certs. to 'C'
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
and affirmed 20 classes of Banc of America Commercial Mortgage
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-3
as follows:

Cl. A-1A, Affirmed at Aaa (sf); previously on Jul 20, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-5, Affirmed at Aaa (sf); previously on Jul 20, 2004
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa1 (sf); previously on Mar 9, 2007 Upgraded to
Aa1 (sf)

Cl. C, Affirmed at Aa2 (sf); previously on Mar 9, 2007 Upgraded to
Aa2 (sf)

Cl. D, Downgraded to A3 (sf); previously on Jun 9, 2010 Confirmed
at A2 (sf)

Cl. E, Downgraded to Baa1 (sf); previously on Jun 9, 2010
Confirmed at A3 (sf)

Cl. F, Downgraded to Ba1 (sf); previously on Jun 9, 2010
Downgraded to Baa2 (sf)

Cl. G, Downgraded to B3 (sf); previously on Apr 28, 2011
Downgraded to B1 (sf)

Cl. H, Downgraded to C (sf); previously on Dec 1, 2011 Downgraded
to Caa3 (sf)

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

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

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

Cl. SS-A, Affirmed at Baa1 (sf); previously on Dec 1, 2011
Upgraded to Baa1 (sf)

Cl. SS-B, Affirmed at Baa2 (sf); previously on Dec 1, 2011
Upgraded to Baa2 (sf)

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

Cl. SS-D, Affirmed at Ba1 (sf); previously on Dec 1, 2011 Upgraded
to Ba1 (sf)

UH-A, Affirmed at Aaa (sf); previously on Jun 9, 2010 Upgraded to
Aaa (sf)

UH-B, Affirmed at Aaa (sf); previously on Dec 1, 2011 Upgraded to
Aaa (sf)

UH-C, Affirmed at Aaa (sf); previously on Dec 1, 2011 Upgraded to
Aaa (sf)

UH-D, Affirmed at Aa1 (sf); previously on Dec 1, 2011 Upgraded to
Aa1 (sf)

UH-E, Affirmed at Aa2 (sf); previously on Dec 1, 2011 Upgraded to
Aa2 (sf)

UH-F, Affirmed at Aa3 (sf); previously on Dec 1, 2011 Upgraded to
Aa3 (sf)

UH-G, Affirmed at A1 (sf); previously on Dec 1, 2011 Upgraded to
A1 (sf)

UH-H, Affirmed at A2 (sf); previously on Dec 1, 2011 Upgraded to
A2 (sf)

UH-J, Affirmed at A3 (sf); previously on Dec 1, 2011 Upgraded to
A3 (sf)

Ratings Rationale

The downgrades are due to an increase in 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 interest only class, Class X is consistent with
the credit performance of its referenced classes and thus is
confirmed.

Moody's rating action reflects a base expected loss of 3.3% of the
current balance compared to 2.6% 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 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 19 compared to 20 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 8.5 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 December 1, 2011.

DEAL PERFORMANCE

As of the November 13, 2012 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 43% to
$726.6 million from $1.3 billion at securitization. The
Certificates are collateralized by 66 mortgage loans ranging in
size from less than 1% to 14% of the pool, with the top ten non-
defeased loans representing 52% of the pool. Nine loans,
representing 8% of the pool, have defeased and are secured by U.S.
Government Securities. The pool contains two loans with credit
assessments, representing 24% of the pool.

Seventeen loans, representing 17% 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.

Five loans have been liquidated from the pool, resulting in an
aggregate realized loss of $38.9 million (69% loss severity on
average). Currently two loans, representing 2% of the pool, are in
special servicing. The loans are secured by a multifamily property
and an office property. Moody's estimates an aggregate $6.9
million loss for the specially serviced loans (60% expected loss
on average).

Moody's has assumed a high default probability for three poorly
performing loans representing 3% of the pool and has estimated an
aggregate $4.1 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 and
partial year 2012 for 100% and 85% of the pool respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 87% compared to 84% 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 9.1%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.39X and 1.21X, respectively, compared to
1.47X and 1.25X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit assessment is the U-Haul Portfolio
Loan ($90.9 million --13.9% of the pool), which is secured by 78
properties operated as U-Haul storage or rental centers. The
portfolio is also encumbered by a $60.6 million B-note which is
the collateral for non-pooled Classes UH-A, UH-B, UH-C, UH-D, UH-
E, UH-F, UH-G, UH-H and UH-J. The properties total 4.0 million
square feet (SF) and are located in 24 states with concentrations
in Texas (21%), Florida (16%) and Arizona (10.4%). Property
performance continues to be stable. Moody's current credit
assessment and stressed DSCR are Aaa and 3.90X, respectively,
compared to Aaa and 3.37X at last full review.

The second loan with a credit assessment is the 17 State Street
Loan ($67.8 million -- 10.4% of the pool), which is secured by a
44-story, Class A, 532,000 SF office building located within the
South Ferry/Financial District sub-market of New York City. The
property is encumbered by a $32.3 million B-note which is the
collateral for non-pooled Classes SS-A, SS-B, SS-C, SS-D and a
non-rated class. The loan was transferred into special servicing
in July 2010 due to the servicer's determination of imminent
default. The special servicer granted approval for the borrower to
receive a capital infusion from a new source in the form of
preferred equity to fund capital improvements. Subsequently, the
loan was returned to the master servicer on April 1, 2011. As of
September 2012, the property was 83% leased compared to 88% at
last full review. Moody's analysis reflects a downward adjustment
to current NOI due to upcoming lease maturities and above market
rents. Moody's current credit assessment and stressed DSCR are A3
and 1.75X, respectively, compared to A3 and 1.72X at last full
review.

The top three performing conduit loans represent 15% of the pool
balance. The largest loan is the SUN Communities -- Scio Farm Loan
($37.4 million -- 5.7% of the pool), which is secured by a 913-pad
manufactured housing community located in Ann Arbor, Michigan. As
of June 2012, the property was 96% leased compared to 95% at last
full review. The loan is stable and benefiting from amortization.
Moody's LTV and stressed DSCR are 88% and 1.05X, respectively,
compared to 89% and 1.04X at last full review.

The second largest loan is the SUN Communities Portfolio 9 Loan
($34.1 million -- 5.2% of the pool), which is secured by four
manufactured housing communities totaling 1,235 pads located in
Michigan (3) and Florida (1). As of June 2012, the portfolio was
94% leased, the same as last full review. The loan is stable and
benefiting from amortization. Moody's LTV and stressed DSCR are
82% and 1.18X, respectively, compared to 84% and 1.15X, at last
full review.

The third largest loan is the SUN Communities Portfolio 8 Loan
($25.5 million -- 3.9% of the pool), which is secured by three
manufactured housing communities totaling 1,174 pads located in
Indiana (2) and Florida (1). As of June 2012, the portfolio was
82% leased compared to 73% at last full review. Moody's LTV and
stressed DSCR are 99% and 0.98X, respectively, compared to 98% and
0.99X at last full review.


BANC OF AMERICA 2007-1: Fitch Cuts Rating on Nine Cert. Classes
---------------------------------------------------------------
Fitch Ratings downgrades nine classes of commercial mortgage pass-
through certificates from Banc of America Commercial Mortgage
Trust (BACM), series 2007-1.

The downgrades reflect an increase in Fitch modeled losses across
the pool, which includes assumed losses on loans in special
servicing and on performing loans with declines in performance
indicative of a higher probability of default.  Fitch modeled
losses of 18.8% of the remaining pool (14.8% cumulative
transaction losses, which includes losses realized to date) based
on expected losses on the specially serviced loans and loans that
are not expected to refinance at maturity.  The Negative Outlooks
reflect the uncertainty regarding the workouts of recent transfers
of large loans to special servicing, the final disposition of
other specially serviced assets and the pool's high percentage of
Fitch Loans of Concern.

As of the November 2012 distribution date, the pool's aggregate
principal balance has decreased 24.7% to $2.28 billion from $3.15
billion at issuance.  As of November 2012, there are cumulative
interest shortfalls in the amount of $18.5 million, affecting
classes E through Q.

In total, there are 14 loans (27.8% of the pool) in special
servicing, including eight assets (2.2%) that are real estate
owned (REO).  At Fitch's prior review, there were 23 loans (23.5%)
in special servicing with six REO assets (1.6%).

The largest contributor to modeled loss is the largest loan in the
transaction, Skyline Portfolio (11.9% of the pool).  The
portfolio, which consists of eight office buildings in Falls
Church, VA, transferred to special servicing in March 2012 for
imminent default.  The sponsor, Vornado, cited the Base
Realignment and Closure statute (BRAC), as contributing to recent
and upcoming vacancies at the properties.  In addition, the
sponsor has indicated that there may be significant capital
required to re-tenant the properties.  The pari passu loan is
under a forbearance agreement as of November 2012.

The second largest contributor to modeled loss is the second
largest specially serviced loan (9.6% of the pool), secured by the
Solana office complex located in Westlake, TX.  The pari passu
loan was transferred to special servicing in March 2009 for
imminent default and has since been modified.  The reported
occupancy is approximately 67%.  The latest reported appraisal
from May 2012 indicates a value significantly below the loan
amount.

The largest contributor to modeled loss of the loans not in
special servicing is the StratREAL Industrial Portfolio I (8.3% of
the pool).  The collateral consists of a portfolio of industrial
properties with the majority of properties located in the Memphis,
TN and Columbus, OH areas.  The servicer reported occupancy for
the portfolio was 77.8% as of second-quarter 2012, compared with a
combined 94.5% at issuance.

Fitch downgrades and assigns or revises Recovery Estimates (RE) as
follows:

  -- $214.5 million class A-MFX to 'BBBsf' from 'AAAsf'; Outlook
     Negative;
  -- $100 million class A-MFL to 'BBBsf' from 'AAAsf'; Outlook
     Negative;
  -- $259.5 million class A-J to 'CCCsf' from 'Bsf', RE 65%;
  -- $27.5 million class B to 'CCCsf' from 'B-sf', RE 0%;
  -- $39.3 million class F to 'CCsf', RE 0% from 'CCCsf';
  -- $35.4 million class G to 'Csf', RE 0% from 'CCsf';
  -- $35.4 million class H to 'Csf', RE 0% from 'CCsf';
  -- $39.3 million class J to 'Csf', RE 0% from 'CCsf';
  -- $7.9 million class K to 'Csf', RE 0% from 'CCsf'.

Fitch also affirms the following classes and revises REs as
follows:

  -- $273.9 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $56.6 million class A-AB at 'AAAsf'; Outlook Stable;
  -- $698.7 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $347.1 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $35.4 million class C at 'CCCsf', RE 0%;
  -- $27.5 million class D at 'CCCsf', RE 0%;
  -- $39.3 million class E at 'CCCsf', RE 0%;
  -- $11.8 million class L at 'Csf', RE 0%;
  -- $7.9 million class M at 'Csf', RE 0%;
  -- $3.9 million class N at 'Csf', RE 0%;
  -- $7.9 million class O at 'Csf', RE 0%;
  -- $11.8 million class P at 'Csf', RE 0%.

Classes A-1 and A-2 are paid in full.  Fitch does not rate the
$3.9 million class Q.  Fitch previously withdraw the rating on the
interest-only class XW.


BB-UBS TRUST 2012-TFT: S&P Gives 'BB' Rating on Class TE Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to BB-UBS
Trust 2012-TFT's $567.8 million commercial mortgage pass-through
certificates series 2012-TFT.

The note issuance is a commercial mortgage-backed securities
transaction backed by three commercial mortgage loans totaling
$567.8 million secured by three regional shopping malls: Tucson
Mall, Fashion Place, and Town East Mall.

"The ratings reflect our view of the collateral's historical and
projected performance, the sponsor's and manager's experience, the
trustee-provided liquidity, the loans' terms, and the
transaction's structure," S&P said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

      http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED
BB-UBS Trust 2012-TFT

Class       Rating               Amount
                               (mil. $)
A           AAA (sf)        363,413,000
X-A         AAA (sf)    363,413,000(ii)
B           AA (sf)          62,112,000
C           A (sf)           59,654,000
D           BBB+ (sf)        36,387,000
E           BBB- (sf)        31,346,000
TE(i)       BB               14,840,000
R           NR                      N/A

(i) Loan-specific class.
(ii) Notional balance.
NR - Not rated.
N/A - Not applicable.


CANTOR COMMERCIAL: Fitch Affirms Bsf Rating on Class G Certs.
-------------------------------------------------------------
Fitch Ratings has affirmed 11 classes of Cantor Commercial Real
Estate (CFCRE) Commercial Mortgage Trust 2011-C2 commercial
mortgage pass-through certificates.

Fitch's affirmations are based on the stable performance of the
underlying collateral pool and limited changes since issuance.
There have been no delinquencies since issuance; one loan is in
special servicing (1.5% of the pool).

One loan that is in special servicing transferred in July 2012 due
to a technical default related to a transfer of ownership.  After
the transfer, the servicer became aware that the loan sponsor and
guarantor was being investigated for an alleged $220 million Ponzi
scheme.  As of year-end 2011, the property was performing in-line
with issuance underwriting.

The fifth largest loan, Great America Place (4.1%) has experienced
a significant decline in occupancy from 95% at issuance to 80% as
of September 2012.  However, the NOI and debt service coverage
ratio (DSCR) has remained relatively in-line with issuance due to
significant rent bumps to large tenants at the property.

As of the November 2012 distribution date, the pool's aggregate
principal balance has been paid down by 1.1% to $765.5 million
from $774.1 million at issuance.

Fitch affirms the following classes as indicated:

  -- $43.7 million class A-1 at 'AAAsf'; Outlook Stable;
  -- $341.4 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $34.1 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $114 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $611.7 million class X-A at 'AAAsf'; Outlook Stable;
  -- $78.4 million class A-J at 'AAAsf'; Outlook Stable;
  -- $28 million class B at 'AAsf'; Outlook Stable;
  -- $31.9 million class C at 'Asf'; Outlook Stable;
  -- $18.4 million class D at 'BBB+sf'; Outlook Stable;
  -- $28 million class E at 'BBB-sf'; Outlook Stable;
  -- $10.6 million class F at 'BBsf'; Outlook Stable;
  -- $9.7 million class G at 'Bsf'; Outlook Stable.

Fitch does not rate the class NR or interest-only class X-B
certificates.


CBA COMMERCIAL 2004-1: S&P Cuts Rating on Class M-3 Certs. to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D (sf)'
from 'CCC- (sf)' on the class M-3 small-balance commercial
mortgage pass-through certificates from CBA Commercial Assets
LLC's series 2004-1.

"We downgraded class M-3 to 'D (sf)' to reflect principal losses
due to the liquidation of four assets. The trust incurred a total
principal loss of $917,653 according to the Nov. 26, 2012, trustee
remittance report. Consequently, class M-3 sustained a principal
loss of $189,231, representing 5.1% of its $3.7 million opening
balance. The class M-4 certificates, which we previously
downgraded to 'D (sf)', lost 100% of its $728,422 opening
balance," S&P said.

"As of the Nov. 26, 2012, trustee remittance report, the
collateral pool consisted of 94 assets with an aggregate trust
balance of $30.0 million, down from 265 loans totaling $102.0
million at issuance. To date, the trust has experienced losses
totaling $8.9 million from 40 assets," 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


CITIGROUP COMM'L: Moody's Affirms 'Caa2' Rating on Cl. M Certs.
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed ten classes of Citigroup Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-
EMG as follows:

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

Cl. A-J, Affirmed at Aaa (sf); previously on Jul 13, 2005
Definitive Rating Assigned Aaa (sf)

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

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

Cl. D, Upgraded to Aaa (sf); previously on Dec 2, 2011 Upgraded to
Aa1 (sf)

Cl. E, Upgraded to Aa1 (sf); previously on Dec 2, 2011 Upgraded to
Aa3 (sf)

Cl. F, Upgraded to Aa2 (sf); previously on Dec 2, 2011 Upgraded to
A1 (sf)

Cl. G, Upgraded to A2 (sf); previously on Dec 2, 2011 Upgraded to
Baa1 (sf)

Cl. H, Affirmed at Baa3 (sf); previously on Jul 13, 2005
Definitive Rating Assigned Baa3 (sf)

Cl. J, Affirmed at Ba1 (sf); previously on Jul 13, 2005 Definitive
Rating Assigned Ba1 (sf)

Cl. K, Affirmed at B2 (sf); previously on Dec 17, 2010 Downgraded
to B2 (sf)

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

Cl. M, Affirmed at Caa2 (sf); previously on Dec 2, 2011 Downgraded
to Caa2 (sf)

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

Ratings Rationale

The upgrades are due to increased credit enhancement from paydowns
since last review and the overall improved performance of the
pool. Since Moody's prior review, the deal has paid down 44%. The
affirmations of the principal classes are due to sufficient credit
enhancement levels for the current ratings. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their ratings.

The rating of the interest only class, Class XC is consistent with
the credit performance of its referenced classes and thus is
confirmed.

Moody's rating action reflects a base expected loss of 0.9% of the
current balance compared to 1.2% at last review. Moody's provides
a current list of base expected losses for conduit and fusion CMBS
transactions on moodys.com at
http://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 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 12 compared to 27 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 8.5 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 December 2, 2011.

DEAL PERFORMANCE

As of the November 23, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 87% to $93.5
million from $722.1 million at securitization. The Certificates
are collateralized by 37 mortgage loans ranging in size from less
than 1% to 16% of the pool, with the top ten loans representing
76% of the pool. The pool includes four loans with credit
assessments, representing 50% of the pool.

Four loans, representing 17% 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.

Five loans have been liquidated from the pool since
securitization, resulting in an aggregate realized loss of
approximately $42,700 (1% loss severity). There are no loans in
special servicing at this time.

Moody's was provided with full year 2010 and full year 2011
financial for 99% and 97% of the pool respectively. Moody's
weighted average LTV for the conduit component is 36% compared to
38% 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 (NOI). Moody's value reflects a weighted average
capitalization rate of 9.4%.

Moody's actual and stressed DSCRs for the conduit component are
4.39X and 5.67X, respectively, compared to 4.26X and 5.02X 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 50 East 42nd
Street Loan ($15.0 million -- 15.9% of the pool), which is secured
by a 144,378 square foot (SF) mixed use property located in
midtown Manhattan at the intersection of 42nd street and Madison
Avenue. The largest tenants are Rhinoceros Visual Effects & Design
(7% of the net rental area (NRA); lease expiration December 2014),
East 42nd Street Fitness (7% of the NRA; lease expiration January
2025) and Zillow (4% of the NRA; lease expiration June 2014). The
property was 94% leased as of April 2012, the same as at last
review. Moody's a credit assessment and stressed DSCR are Aa3 and
2.22X, respectively, compared to Aa3 and 2.28X at last review.

The second loan with a credit assessment is the 1001 Central Park
Avenue Loan ($14.0 million --14.9% of the pool), which is secured
by a 238,700 SF retail center located in Scarsdale, New York. The
largest tenants are Wakefern Food Corporation (29% of the NRA;
lease expiration January 2031), Simply Amazing of Westchester (10%
of the NRA; lease expiration October 2014) and Planet Fitness (4%
of the NRA; lease expiration April 2015). The property was 97%
leased as of December 2011, compared to 87% at last review. Due to
an increase in performance, Moody's credit assessment and stressed
DSCR are A1 and 3.06X, respectively, compared to A3 and 1.86X at
last review.

The third loan with a credit assessment is the 6 West 32nd Street
Loan ($10.9 million -- 11.7% of the pool), which is secured by a
171-room hotel located in midtown Manhattan. The hotel was
formerly a Red Roof Inn, but is now The New York Manhattan Hotel.
Performance has been improving and the loan is benefiting from
amortization. Moody's credit assessment and stressed DSCR are Baa1
and 2.32X, respectively, compared to Baa1 and 2.03X at last
review.

The fourth loan with a credit assessment is the 295 Park Avenue
South Loan ($6.8 million -- 7.2% of the pool), which is secured by
a 179 unit-multifamily property located in the Flatiron
neighborhood in Manhattan. The property was 100% leased as of
April 2012, the same as at last review. Property performance has
remained stable since last review and the loan is benefiting from
amortization. Moody's credit assessment and stressed DSCR are Aaa
and >4.0X, the same as at last review.

The top three performing conduit loans represent 16% of the pool
balance. The largest conduit loan is the 17-25 Scenic Drive Loan
($5.1 million -- 5.4% of the pool), which is secured by a 191 unit
multifamily property located in Croton On Hudson, New York. The
property is known as Amberland Apartments. As of April 2012, the
property was 97% leased compared to 100% at last review. Moody's
LTV and stressed DSCR are 49% and 1.87X, respectively, compared to
46% and 1.98X at last review.

The second largest loan is the 501 Fifth Avenue Loan ($5.0 million
-- 5.3% of the pool), which is secured by a 146,000 SF office
building located in the Grand Central neighborhood in Manhattan.
The largest tenant is Grace Corporate Park (8% of the NRA; lease
expiration July 2015). As of March 2012, the property was 89%
leased compared to 91% at last review. Moody's LTV and stressed
DSCR are 20% and >4.0X, respectively, compared to 16% and >4.0X at
last review.

The third largest conduit loan is the 71 West 47th Street Loan
($4.5 million -- 4.8% of the pool), which is secured by a 78,300
SF office building located in the diamond district in Manhattan.
As of March 2012 the property was 93% leased. Performance has
slightly improved since last review. Moody's LTV and stressed DSCR
are 51% and 2.08X, respectively, compared to 55% and 1.90X at last
review.


COMM 2012-CCRE5: Fitch To Rate Two Certificate Classes at Low-B
---------------------------------------------------------------
Fitch Ratings has issued a presale report on Deutsche Bank
Securities, Inc.'s COMM 2012-CCRE5 Commercial Mortgage Pass-
Through Certificates.

Fitch expects to rate the transaction and assign Outlooks as
follows:

  -- $85,349,000 class A-1 'AAAsf'; Outlook Stable;
  -- $159,765,000 class A-2 'AAAsf'; Outlook Stable;
  -- $90,894,000 class A-SB 'AAAsf'; Outlook Stable;
  -- $100,000,000 class A-3 'AAAsf'; Outlook Stable;
  -- $357,557,000 class A-4 'AAAsf'; Outlook Stable;
  -- $916,852,000a class X-A 'AAAsf'; Outlook Stable;
  -- $52,432,000ab class X-B 'AAsf'; Outlook Stable;
  -- $123,287,000b class A-M 'AAAsf'; Outlook Stable;
  -- $52,432,000b class B 'AAsf'; Outlook Stable;
  -- $211,146,000b class PEZ 'Asf'; Outlook Stable;
  -- $35,427,000b class C 'Asf'; Outlook Stable;
  -- $22,673,000b class D 'BBB+sf'; Outlook Stable;
  -- $32,593,000b class E 'BBB-sf'; Outlook Stable;
  -- $21,256,000b class F 'BBsf'; Outlook Stable;
  -- $18,422,000b class G 'Bsf'; Outlook Stable.

a Notional amount and interest only.
b Privately placed pursuant to Rule 144A

The expected ratings are based on information provided by the
issuer as of Dec. 3, 2012.  Fitch does not expect to rate the
$34,010,559 class H.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 63 loans secured by 98 commercial
properties having an aggregate principal balance of approximately
$1.13 billion as of the cutoff date.  The loans were contributed
to the trust by German American Capital Corporation, Cantor
Commercial Real Estate Lending, L.P., and KeyBank National
Association.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 78.6% of the properties
by balance, cash flow analysis of 70.2%, and asset summary reviews
on 74.4% of the pool.

The transaction has a Fitch stressed debt service coverage ratio
(DSCR) of 1.26 times (x), a Fitch stressed loan-to-value (LTV) of
96.9%, and a Fitch debt yield of 9.4%. Fitch's aggregate net cash
flow represents a variance of 9% to issuer cash flows.

The master servicer and special servicer will be Midland Loan
Services, a Division of PNC Bank, National Association, rated
'CMS1' and 'CSS1', respectively, by Fitch.


CREDIT SUISSE 2003-C3: Fitch Lowers Rating on 4 Cert. Classes
-------------------------------------------------------------
Fitch Ratings has downgraded four distressed classes of Credit
Suisse First Boston Mortgage Securities Corp., series 2003-C3
(CSFB 2003-C3) commercial mortgage pass-through certificates.

The downgrades reflect an increase in Fitch expected losses across
the pool and greater certainty of losses associated with specially
serviced assets.  Fitch modeled losses of 5.1% of the original
pool (includes losses realized to date) based on Fitch's
valuations of performing and specially serviced loans.  Fitch has
identified 31 loans (24.4%) as Fitch Loans of Concern, which
includes seven specially-serviced loans (4.1%).

As of the November 2012 distribution date, the pool's aggregate
principal balance has reduced by 50.7% to $849.8 million from
$1.72 billion at issuance.  In addition, 23 loans (12.6%) have
been fully defeased.  Interest shortfalls totaling $1,524,118 are
currently affecting classes M through P.

The largest contributor to modeled losses is a specially-serviced
asset (2.4%) secured by a 708 unit multifamily property in
Houston, TX.  The loan was transferred to special servicing in
January 2010 due to imminent payment default and the property was
foreclosed on by the trust in July 2011.  Significant renovations
including a major foundation repair have been completed and the
property is currently being marketed for sale.

The second largest contributor to modeled losses is a loan (2.90%)
secured by a 216,416 square foot (sf) office complex located in
Farmington Hills, MI, 25 miles northwest of Detroit.  The servicer
reported occupancy as of July 2012 was 61% which has resulted in a
low debt service coverage ratio (DSCR) of .88 times (x) as of June
2012.  Rollover risk is high through 2013, with leases expiring on
approximately 35% of combined net rentable area (NRA) including
the largest tenant, which expires in October 2013 and represents
30.4% of NRA.  Despite the low DSCR the loan is current and the
borrower continues to fund any shortfalls.

The third largest contributor to modeled losses is a loan (2%)
secured by seven industrial buildings with a total of 424,004 sf
located in Elk Grove Village, IL.  The servicer reported occupancy
as of June 2012 was 79% with a debt service coverage ratio (DSCR)
of 1.11x.  The borrower continues to use concessions such as one
month free rent per year of lease term to attract new tenants.

The largest loan in the transaction, 622 Third Avenue, (24.8%), is
secured by a one million sf class A office building located in
midtown Manhattan, NY.  The whole loan is divided into a $183.8
million pooled portion, a $36.2 million non-pooled portion
(representing classes 622A through 622F) and a B-note held outside
of the trust.  As of October 2012, occupancy is 99% compared to
98% at issuance.

Fitch downgrades and assigns Recovery Estimates (RE) as indicated:

  -- $19.4 million class J to 'CCsf' from 'CCCsf'; RE 15%;
  -- $12.9 million class K to 'Csf' from 'CCsf'; RE 0%.
  -- $.956 million class N to 'Dsf' from 'Csf'; RE 0%;
  -- $0.0 million class O to 'Dsf' from 'Csf'; RE 0%.

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

  -- $622.5 million class A-5 at 'AAAsf'; Outlook Stable;
  -- $47.4 million class B at 'AAAsf'; Outlook Stable;
  -- $19.4 million class C at 'AAAsf'; Outlook Stable;
  -- $38.8 million class D at 'AAsf''; Outlook Stable;
  -- $19.4 million class E at 'A+sf'; Outlook to Negative from
     Stable;
  -- $19.4 million class F at 'BBB-sf'; Outlook to Negative from
     Stable;
  -- $12.9 million class G at 'BBsf'; Outlook to Negative from
     Stable;
  -- $19.4 million class H at 'CCCsf'; RE 100%;
  -- $6.5 million class L at 'Csf'; RE 0%;
  -- $10.8 million class M at 'Csf'; RE 0%;
  -- $2.3 million class 622A at 'BBB-'; Outlook Stable;
  -- $5.4 million class 622B at 'BBB-'; Outlook Stable;
  -- $5.4 million class 622C at 'BBB-'; Outlook Stable;
  -- $5.4 million class 622D at 'BBB-'; Outlook Stable;
  -- $16.1 million class 622E at 'BB'; Outlook Stable;
  -- $1.5 million class 622F at 'BB'; Outlook Stable.

The class P is not rated by Fitch.  Class A-1, A-2, A-3, A-4, and
A-SP have paid in full.


CREDIT SUISSE 2007-C5: Fitch Cuts Rating on 3 Cert Classes to Csf
-----------------------------------------------------------------
Fitch Ratings has affirmed the super senior classes and downgraded
7 classes of Credit Suisse Commercial Mortgage Trust, series 2007-
C5 commercial mortgage pass-through certificates.

The downgrades are due to realized losses incurred and increased
loss expectations, primarily associated with the specially
serviced loans, since Fitch's last rating action.  Fitch expected
losses of the original pool are at 20.6%, which includes 5.28% in
realized losses to date.

As of the November 2012 distribution date, the pool's certificate
balance has paid down 11.1% to $2.273 billion from $2.720 billion.
Fitch identified 73 (59%) Loans of Concern, including 23 (16.9%)
specially serviced.  Of the specially serviced assets, 5 (4.8%)
are real estate owned (REO) and 8 (3.8%) are in foreclosure. There
are no defeased loans.  In addition, cumulative interest
shortfalls totaling $23.5 million are affecting classes B through
S.

The largest contributor to Fitch expected losses is the largest
loan (8.42%), Gulf Coast Town Center Phases I & II.  The interest-
only loan is secured by a 991,027 sf open-air anchored retail mall
located in Fort Myers, FL.  The property has been suffering from
poor performance due to lower rents, rent concessions and
increases in expenses.  However, most of the rent concessions
offered in 2010 and 2011 are due to expire by year-end 2012.  The
servicer reports that the property's occupancy and NOI DSCR was
91.3% and 1.00x, respectively, as of June 2012.

The second largest contributor to Fitch expected losses is a loan
(8.18%) collateralized by 11 industrial properties with 5.27
million sf.  The properties are located across nine states:
Arizona, California, Delaware, Georgia, Illinois, Kentucky,
Tennessee and Texas.  The two largest properties, located in
Hebron, KY (Cincinnati MSA) and Memphis, TN account for
approximately 58% of the total square footage of the portfolio.
The portfolio's performance over the last several years still
continues to struggle due to the weak local economies causing
increased tenant turnover and vacancy.  The portfolio's occupancy
dropped slightly to 88% as of June 2012 from 90% as of year-end
2011.  As a result, the servicer-reported DSCR remained relatively
unchanged at 1.05x for the three months ended March 2012 compared
to 1.04x as of YE2011.

The third largest contributor to Fitch expected losses is a mixed
portfolio of five properties located in and around Rochester, NY.
The portfolio includes two multifamily apartment buildings with
568 units, two mixed-use and one industrial with 441,026 sf.  The
loan transferred to the special servicer in Dec. 2008 due to
monetary default.  Prior to the trust's foreclosure in Nov. 2009,
the former seller filed a lawsuit claiming his signature was
forged.  The trust's insurance company is defending against the
title claim and a hearing is expected to be held in Dec. 2012.

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

  -- $197.9 million class A-M to 'B-sf' from 'BBsf; Outlook
     Negative;
  -- $74.1 million class A-1-AM to 'B-sf' from 'BBsf; Outlook
     Negative;
  -- $153.4 million class A-J to 'CCsf' from 'CCCsf'; RE 0%;
  -- $57.4 million class A-1-AJ to 'CCsf' from 'CCCsf'; RE 0%;
  -- $23.8 million class B to 'Csf' from 'CCsf'; RE 0%;
  -- $20.4 million class C to 'Csf' from 'CCsf; RE 0%;
  -- $34 million class D to 'Csf' from 'CCsf'; RE 0%.

Fitch affirms the following classes and assigns REs as indicated:

  -- $60.4 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $161 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $64 billion class A-AB at 'AAAsf'; Outlook Stable;
  -- $982.5 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $333.4 million class A-1-A at 'AAAsf'; Outlook Stable;
  -- $30.6 million class E at 'Csf'; RE 0%;
  -- $13.6 million class F at 'Csf'; RE 0%;
  -- $40.8 million class G at 'Csf'; RE 0%;
  -- $20.4 million class H at 'Csf'; RE 0%;
  -- $5.9 million class J at 'Dsf'; RE 0%.

Fitch does not rate classes O, P, Q and S.

Class A-1 has paid in full. Due to realized losses classes K, L,
M, and N have been reduced to zero and remain at 'Dsf/RE 0%'.

Fitch has previously withdrawn the rating on the interest-only
classes A-SP and A-X.


CWHEQ 2006-RES: Moody's Cuts Ratings on 6 Tranches to 'Caa2'
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of six
tranches and placed on downgrade review ratings of four tranches
issued by CWHEQ 2006-RES.

Complete rating actions are as follows:

Issuer: CWHEQ Revolving Home Equity Loan Resecuritization Trust
2006-RES

Cl. 04P-1a, Downgraded to Caa2 (sf); previously on Feb 13, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. 04P-1b, Downgraded to Caa2 (sf); previously on Feb 13, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. 05A-1a, Downgraded to Caa2 (sf); previously on Feb 13, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. 05A-1b, Downgraded to Caa2 (sf); previously on Feb 13, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. 05C-1a, Aa3 (sf) Placed Under Review for Possible Downgrade;
previously on Oct 6, 2010 Confirmed at Aa3 (sf)

Cl. 05C-1b, Aa3 (sf) Placed Under Review for Possible Downgrade;
previously on Oct 6, 2010 Confirmed at Aa3 (sf)

Cl. 05D-1a, Aa3 (sf) Placed Under Review for Possible Downgrade;
previously on Oct 6, 2010 Confirmed at Aa3 (sf)

Cl. 05D-1b, Aa3 (sf) Placed Under Review for Possible Downgrade;
previously on Oct 6, 2010 Confirmed at Aa3 (sf)

Cl. 05E-1a, Downgraded to Caa2 (sf); previously on Feb 13, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. 05E-1b, Downgraded to Caa2 (sf); previously on Feb 13, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Ratings Rationale

The actions reflect the recent performance of the pools of
mortgages backing the underlying bonds and the updated ratings on
the underlying RMBS bonds. The watch actions on the four bonds
issued by the resecuritization CWHEQ 2006-RES reflect the watch
actions on their underlying bonds, which are guaranteed by Assured
Guaranty Corp and were placed on watch as a result of the review
for downgrade of the Assured Guaranty group ratings.

The principal methodology used in this rating was "Moody's
Approach to Rating US Resecuritized Residential Mortgage-Backed
Securities" published in February 2011. The methodology used in
rating the interest-only securities was "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in April 2011 to 7.9% in October 2012. Moody's forecasts a
further drop to 7.5% by 2014. 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://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF309529


FINN SQUARE: S&P Gives Preliminary 'BB' Rating on Class D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Finn Square CLO Ltd./ Finn Square CLO Corp.'s $464.7
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 Dec. 5,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

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

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

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

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

    The collateral manager's experienced management team.

    S&P's projections regarding the timely interest and ultimate
    principal payments on the preliminary rated notes, which it
    assessed using its cash flow analysis and assumptions
    commensurate with the assigned preliminary ratings under
    various interest-rate scenarios, including LIBOR ranging from
    0.32%-13.84%.

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

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

      http://standardandpoorsdisclosure-17g7.com/1157.pdf

PRELIMINARY RATINGS ASSIGNED

Finn Square CLO Ltd./Finn Square CLO Corp.

Class               Rating      Amount
                              (mil. $)
A-1                 AAA (sf)    319.30
A-2                 AA (sf)       56.1
B (deferrable)      A (sf)       39.50
C (deferrable)      BBB (sf)     24.60
D (deferrable)      BB (sf)      25.20
Subordinated notes  NR           50.70

NR - Not rated.


FOUR CORNERS II: S&P Raises Rating on Class E Notes to 'CCC+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, D, and E notes from Four Corners CLO II Ltd. and removed
them from CreditWatch with positive implications. "At the same
time, we affirmed our ratings on the class A notes. Four Corners
CLO II Ltd is a collateralized loan obligation (CLO) transaction
managed by Delaware Asset Advisers," S&P said.

"The transaction's reinvestment period ended in January 2012.
Since that time, the class A notes have paid down more than $17.6
million in principal. The upgrades reflect these paydowns and the
improved credit quality of the transaction's underlying asset
portfolio since our January 2011 rating actions. We also note that
the amount of defaulted assets held in the portfolio has decreased
over the same period. As a result, the class A/B, C, D, and E
overcollateralization (O/C) ratios have increased," S&P said.

The affirmation reflects the sufficient credit support available
to the notes at the current rating level.

"The ratings on the class C, D, and E notes are driven by the
application of the largest obligor test, a supplemental stress
test we introduced as part of our corporate CDO criteria update,"
S&P said.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

If applicable, the Standard & Poor's 17-g7 Disclosure Reports
included in this credit rating report are available at:

         http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Four Corners CLO II Ltd.
                       Rating
Class               To           From
B                   AAA (sf)     AA+ (sf)/Watch Pos
C                   A+ (sf)      A- (sf)/Watch Pos
D                   BBB+ (sf)    BB+ (sf)/Watch Pos
E                   CCC+ (sf)    CCC- (sf)/Watch Pos

RATINGS AFFIRMED

Four Corners CLO II Ltd.

Class               Rating
A                   AAA (sf)


GALAXY VIII CLO: S&P Affirms 'B+' Rating on Class E Notes
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A, B, C, D, and E notes from Galaxy VIII CLO Ltd., a
collateralized loan obligation (CLO) transaction managed by
PineBridge Investments LLC.

"The transaction is in its reinvestment period, which ends in
April 2013. All coverage tests and collateral quality tests are
passing as per the October 2012 monthly trustee report. The
current overcollateralization ratios remain steady and are around
the same levels they were in October 2010, which we referenced for
our last rating action in December 2010. The level of defaults in
the underlying portfolio continues to be at a low level and the
credit quality of the portfolio has not changed significantly
since October 2010," S&P said.

"The affirmations reflect the availability of adequate credit
support at their current rating levels. The class E rating
continues to be driven by our top obligor test, which addresses
model or event risks based on obligor concentrations," S&P said.

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

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Galaxy VIII CLO Ltd
Class         Rating
A             AA+ (sf)
B             AA (sf)
C             A (sf)
D             BBB (sf)
E             B+ (sf)

TRANSACTION INFORMATION

Issuer:              Galaxy VIII CLO Ltd
Co-Issuer:           Galaxy VIII CLO Inc.
Collateral manager:  PineBridge Investments LLC
Trustee:             Bank of New York Mellon (The)
Transaction type:    Cash flow CLO


GMACM MORTGAGE 2003-AR2: Moody's Cuts Rating on M-1 Tranche to 'C'
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of eight
tranches from two RMBS transactions, backed by Prime Loans, issued
by GMACM Mortgage Loan Trust.

Complete rating actions are as follows:

Issuer: GMACM Mortgage Loan Trust 2003-AR2

Cl. A-I-1, Downgraded to Ba1 (sf); previously on Apr 21, 2011
Downgraded to Baa1 (sf)

CL. A-III-5, Downgraded to Baa1 (sf); previously on Apr 21, 2011
Downgraded to A2 (sf)

Cl. A-IV-1, Downgraded to Baa1 (sf); previously on Apr 21, 2011
Downgraded to A2 (sf)

Cl. M-1, Downgraded to B2 (sf); previously on Apr 21, 2011
Downgraded to Ba3 (sf)

Cl. M-2, Downgraded to Ca (sf); previously on Apr 21, 2011
Downgraded to Caa2 (sf)

Issuer: GMACM Mortgage Loan Trust 2004-AR2

Cl. 5-A-I, Downgraded to Ba2 (sf); previously on Mar 2, 2012
Downgraded to Baa3 (sf)

Cl. 5-A-II, Downgraded to Caa2 (sf); previously on Mar 2, 2012
Downgraded to Caa1 (sf)

Cl. M-1, Downgraded to C (sf); previously on Apr 21, 2011
Downgraded to Ca (sf)

Ratings Rationale

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

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

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

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
originated before 2005, Moody's first applies a baseline
delinquency rate of 3.0%. 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 pool with 75 loans, the
adjusted rate of new delinquency would be 3.03%. In addition, if
current delinquency levels in a small pool is low, future
delinquencies are expected to reflect this trend. To account for
that, the rate calculated above is multiplied by a factor ranging
from 0.75 to 2.5 for current delinquencies ranging from less than
2.5% to greater than 10% respectively. Delinquencies for
subsequent years and ultimate expected losses are projected using
the approach described in the methodology publication.

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 7.9% in October 2012. Moody's forecasts a
further drop to 7.5% by 2014. 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_SF309416

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

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


GOLDENTREE LOAN VI: S&P Affirms 'BB' Rating on Class E Def Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
GoldenTree Loan Opportunities VI Ltd./GoldenTree Loan
Opportunities VI LLC's $463.95 million floating-rate notes
following the transaction's effective date as of July 16, 2012.

"Most U.S. cash flow collateralized debt obligations (CLOs) close
before purchasing the full amount of their targeted level of
portfolio collateral. On the closing date, the collateral manager
typically covenants to purchase the remaining collateral within
the guidelines specified in the transaction documents to reach the
target level of portfolio collateral. Typically, the CLO
transaction documents specify a date by which the targeted level
of portfolio collateral must be reached. The 'effective date' for
a CLO transaction is usually the earlier of the date on which the
transaction acquires the target level of portfolio collateral, or
the date defined in the transaction documents. Most transaction
documents contain provisions directing the trustee to request the
rating agencies that have issued ratings upon closing to affirm
the ratings issued on the closing date after reviewing the
effective date portfolio (typically referred to as an 'effective
date rating affirmation')," S&P said.

"An effective date rating affirmation reflects our opinion that
the portfolio collateral purchased by the issuer, as reported to
us by the trustee and collateral manager, in combination with the
transaction's structure, provides sufficient credit support to
maintain the ratings that we assigned on the transaction's closing
date. The effective date reports provide a summary of certain
information that we used in our analysis and the results of our
review based on the information presented to us," S&P said.

"We believe the transaction may see some benefit from allowing a
window of time after the closing date for the collateral manager
to acquire the remaining assets for a CLO transaction. This window
of time is typically referred to as a 'ramp-up period.' Because
some CLO transactions may acquire most of their assets from the
new issue leveraged loan market, the ramp-up period may give
collateral managers the flexibility to acquire a more diverse
portfolio of assets," S&P said.

"For a CLO that has not purchased its full target level of
portfolio collateral by the closing date, our ratings on the
closing date and prior to our effective date review are generally
based on the application of our criteria to a combination of
purchased collateral, collateral committed to be purchased, and
the indicative portfolio of assets provided to us by the
collateral manager, and may also reflect our assumptions about the
transaction's investment guidelines. This is because not all
assets in the portfolio have been purchased," S&P said.

"When we receive a request to issue an effective date rating
affirmation, we perform quantitative and qualitative analysis of
the transaction in accordance with our criteria to assess whether
the initial ratings remain consistent with the credit enhancement
based on the effective date collateral portfolio. Our analysis
relies on the use of CDO Evaluator to estimate a scenario default
rate at each rating level based on the effective date portfolio,
full cash flow modeling to determine the appropriate percentile
break-even default rate at each rating level, the application of
our supplemental tests, and the analytical judgment of a rating
committee," S&P said.

"In our published effective date report, we discuss our analysis
of the information provided by the transaction's trustee and
collateral manager in support of their request for effective date
rating affirmation. In most instances, we intend to publish an
effective date report each time we issue an effective date rating
affirmation on a publicly rated U.S. cash flow CLO," S&P said.

"On an ongoing basis after we issue an effective date rating
affirmation, we will periodically review whether, in our view, the
current ratings on the notes remain consistent with the credit
quality of the assets, the credit enhancement available to support
the notes, and other factors, and take rating actions as we deem
necessary," S&P said.

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

GoldenTree Loan Opportunities VI Ltd./GoldenTree Loan
Opportunities VI LLC

Class                  Rating          Amount
                                     (mil. $)
X                      AAA (sf)          3.20
A                      AAA (sf)        313.00
B                      AA (sf)          62.85
C (deferrable)         A (sf)           39.00
D (deferrable)         BBB (sf)         23.90
E (deferrable)         BB (sf)          22.00


GOLDMAN SACHS 2012-GCJ9: Fitch Puts Low-B Rating on 2 Note Classes
------------------------------------------------------------------
Fitch Ratings has assigned the following ratings and Outlooks to
Goldman Sachs Commercial Mortgage Capital, L.P., GS Mortgage
Securities Trust, series 2012-GCJ9 commercial mortgage pass-
through certificates:

  -- $72,318,000 class A-1 'AAAsf'; Outlook Stable;
  -- $202,504,000 class A-2 'AAAsf'; Outlook Stable;
  -- $607,410,000 class A-3 'AAAsf'; Outlook Stable;
  -- $90,017,000 class A-AB 'AAAsf'; Outlook Stable;
  -- $1,083,364,000a class X-A 'AAAsf'; Outlook Stable;
  -- $111,115,000 class A-S 'AAAsf'; Outlook Stable;
  -- $90,280,000 class B 'AA-sf'; Outlook Stable;
  -- $57,293,000 class C 'A-sf'; Outlook Stable;
  -- $57,293,000 class D 'BBB-sf'; Outlook Stable;
  -- $27,779,000 class E 'BBsf'; Outlook Stable;
  -- $22,570,000 class F 'Bsf'; Outlook Stable.

a Notional amount and interest only.

Fitch does not rate the $305,564,224 interest-only class X-B or
the $50,349,224 class G.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 74 loans secured by 135 commercial
properties having an aggregate principal balance of approximately
$1.39 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., Jefferies LoanCore LLC,
and Archetype Mortgage Capital.


GREYLOCK SYNTHETIC: Moody's Lifts Rating on Series 2 Notes to 'B1'
------------------------------------------------------------------
Moody's Investors Service took the following rating action on
Greylock Synthetic CDO 2006, a collateralized debt obligation
transaction (the "Collateralized Synthetic Obligation" or "CSO").
The CSO references a portfolio of synthetic corporate senior
unsecured and subordinated bonds.

  Series 1 $105,000,000 Sub-Class A3-$LMS Notes Due 2014 (current
  outstanding balance $20,000,000), Upgraded to Ba2 (sf);
  previously on May 16, 2012 Upgraded to B1 (sf)

  Series 1 $87,000,000 Sub-Class A4-$L Notes Due 2014 (current
  outstanding balance $63,800,000), Upgraded to B1 (sf);
  previously on May 16, 2012 Upgraded to B3 (sf)

  Series 6 $100,000,000 Sub-Class A1A-$LMS Notes Due 2014 (current
  outstanding balance $12,799,352), Upgraded to Baa2 (sf);
  previously on May 16, 2012 Upgraded to Baa3 (sf)

  Series 3 EUR 15,000,000 Sub-Class A1-ELMS Notes Due 2014,
  Upgraded to Baa2 (sf); previously on May 16, 2012 Upgraded to
  Baa3 (sf)

  Series 2 $51,000,000 Sub-Class A3-$LMS Notes Due 2017 (current
  outstanding balance $45,000,000), Upgraded to B1 (sf);
  previously on June 3, 2011 Upgraded to B3 (sf)

  Series 2 $5,000,000 Sub-Class A3-$FMS Notes Due 2017, Upgraded
  to B1 (sf); previously on June 3, 2011 Upgraded to B2 (sf)

  Series 2 $20,000,000 Sub-Class A3A-$FMS Notes Due 2017, Upgraded
  to B1 (sf); previously on June 3, 2011 Upgraded to B2 (sf)

  Series 2 $20,000,000 Sub-Class A3B-$LMS Notes Due 2017, Upgraded
  to B1 (sf); previously on June 3, 2011 Upgraded to B3 (sf)

  Series 5 $20,000,000 Sub-Class A1-$LMS Notes Due 2017, Upgraded
  to Ba1 (sf); previously on June 3, 2011 Upgraded to Ba2 (sf)

Ratings Rationale

Moody's rating action is the result of the shortened time to
maturity of the CSO and the level of credit enhancement remaining
in the transaction. In addition to these positive factors is the
stable credit quality of the reference portfolio.

Since the last rating review in May 2012, the ten year weighted
average rating factor (WARF) of the portfolio has declined
marginally, from 925 to 908 currently, excluding settled credit
events. The percentage of investment grade reference credits has
also increased marginally from 75% in May 2012 to 77.2% currently.
There are 27 reference entities with a negative outlook compared
to 8 that are positive, and 4 entities on watch for downgrade
compared to 2 on watch for upgrade. Compared to May 2012, there
were 14 reference entities with a negative outlook compared to 9
that are positive, and 10 entities on watch for downgrade compared
to none on watch for upgrade.

There has been no new credit event since the last rating action in
May 2012. The portfolio has experienced six credit events overall,
equivalent to 4.2% of the portfolio based on the portfolio
notional value at closing. Since inception, the subordination of
the rated tranches have been reduced by approximately1.7% due to
credit events on Federal Home Loan Mortgage Corporation, Federal
National Mortgage Association, Lehman Brothers, Station Casinos,
CIT Group Inc. and Ambac Assurance Corp. In addition, the
portfolio is exposed to Clear Channel, which is not a credit
event, but is nonetheless currently rated Ca.

The CSO has a remaining life of 1.3 years for tranches maturing on
March 20, 2014 and 4.3 years for tranches maturing on March 20,
2017.

The principal methodology used in this rating was "Moody's
Approach to Rating Corporate Collateralized Synthetic Obligations"
published in September 2009.

Moody's analysis for this transaction is based on CDOROM v2.8.

Moody's rating action factors in a number of sensitivity analyses
and stress scenarios, discussed below. Results are given in terms
of the number of notches' difference versus the base case, where
higher notches correspond to lower expected losses, and vice-
versa:

   * Moody's reviews a scenario consisting of reducing the
     maturity of the CSO by six months, keeping all other things
     equal. The results of this run is between zero to two notches
     higher than in the base case.

   * Market Implied Ratings ("MIRS") are modeled in place of the
     corporate fundamental ratings to derive the default
     probability of the reference entities in the portfolio. The
     gap between an MIR and a Moody's corporate fundamental rating
     is an indicator of the extent of the divergence in credit
     view between Moody's and the market. The result of this run
     is between zero to one notch lower than in the base case.

   * Moody's conducts a sensitivity analysis consisting of
     notching down by one the ratings of reference entities in the
     Banking, Finance, and Real Estate sectors. The result from
     this run is between zero to two notches lower than the one
     modeled under the base case.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Corporate Synthetic
Obligations", key model inputs used by Moody's in its analysis may
be different from the manager/arranger's reported numbers. In
particular, rating assumptions for all publicly rated corporate
credits in the underlying portfolio have been adjusted for "Review
for Possible Downgrade", "Review for Possible Upgrade", or
"Negative Outlook".

Moody's does not run a separate loss and cash flow analysis other
than the one already done by the CDOROM model. For a description
of the analysis, refer to the methodology and the CDOROM user's
guide on Moody's Web site.

Moody's analysis of CSOs is subject to uncertainties, the primary
sources of which include complexity, governance and leverage.
Although the CDOROM model captures many of the dynamics of the
Corporate CSO structure, it remains a simplification of the
complex reality. Of greatest concern are (a) variations over time
in default rates for instruments with a given rating, (b)
variations in recovery rates for instruments with particular
seniority/security characteristics and (c) uncertainty about the
default and recovery correlations characteristics of the reference
pool. Similarly on the legal/structural side, the legal analysis
although typically based in part on opinions (and sometimes
interpretations) of legal experts at the time of issuance, is
still subject to potential changes in law, case law and the
interpretations of courts and (in some cases) regulatory
authorities. The performance of this CSO is also dependent on on-
going decisions made by one or several parties, including the
Manager and the Trustee. Although the impact of these decisions is
mitigated by structural constraints, anticipating the quality of
these decisions necessarily introduces some level of uncertainty
in Moody's assumptions. Given the tranched nature of CSO
liabilities, rating transitions in the reference pool may have
leveraged rating implications for the ratings of the CSO
liabilities, thus leading to a high degree of volatility. All else
being equal, the volatility is likely to be higher for more junior
or thinner liabilities.

The base case scenario modeled fits into the central macroeconomic
scenario predicted by Moody's of a sluggish recovery scenario in
the corporate universe. Should macroeconomics conditions evolve,
the CSO ratings will change to reflect the new economic
developments.


HELIOS FINANCE 2007-S1: Fitch Affirms Csf Rating on 2 Note Classes
------------------------------------------------------------------
Fitch Ratings has taken the following rating actions on HELIOS
Finance Limited Partnership 2007-S1:

  -- Class B-3 affirmed at 'Csf'; RE 80%;
  -- Class B-4 affirmed at 'Csf'; RE 0%.

The affirmations of the class B-3 and B-4 notes reflect continued
stabilizing loss performance since the prior review.  The recovery
estimate of 80% reflects Fitch's expectation of principal
allocation relative to the current class B-3 balance under a base
scenario.  The affirmation of the class B-4 notes at 'Csf'
reflects Fitch's expectation of inevitable default.  Principal to
be received by the class B-4 notes under a base scenario is
expected to be minimal, consistent with the recovery estimate of
0%.


IMPAC CMB 2003-4: Moody's Cuts Rating on 3-M-2 Tranche to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches from one RMBS transaction, backed by Alt-A loans, issued
by Impac CMB Trust Series 2003-4.

Ratings Rationale

The actions are a result of the recent performance of the
underlying Alt-A pool and reflect Moody's updated loss
expectations on the pool.

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

The downgrades are a result of deteriorating performance and
structural features resulting in higher expected losses for
certain bonds than previously anticipated. The 60+ days
delinquency pipeline out of outstanding balance in group 3 has
increased from 7.0% in April 2012 to 9.6% in Oct 2012, and
subordinate tranches receive principal payments pro rata with
outstanding senior tranches, depleting credit enhancement quickly.
In its current approach, Moody's captures this risk by running
each individual pool through a variety of loss and prepayment
scenarios in the Structured Finance Workstation(R) (SFW), the cash
flow model developed by Moody's Wall Street Analytics. This
individual pool level analysis incorporates performance variances
across the different pools and the structural nuances of the
transaction

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

Loan Modifications

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

Small Pool Volatility

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

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

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 7.9% in October 2012. Moody's forecasts a
further drop to 7.5% by 2014. Moody's expects house prices to drop
another 1% from their 4Q2011 levels before gradually rising
towards the end of 2013. Performance of RMBS continues to remain
highly dependent on servicer procedures. Any change resulting from
servicing transfers or other policy or regulatory change can
impact the performance of these transactions.

Complete rating actions are as follows:

Issuer: Impac CMB Trust Series 2003-4

Cl. 3-A-1, Downgraded to Baa3 (sf); previously on Jul 12, 2012
Downgraded to Baa1 (sf)

Cl. 3-M-2, Downgraded to Caa1 (sf); previously on Jul 12, 2012
Confirmed at B2 (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF308936

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

  http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF237256


INDUSTRIAL SENIOR: Fitch Puts BB Final Rating on 10-Yr Loan Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' final long-term foreign currency
rating to Industrial Senior Trust's (IST) 10-year USD loan
participation notes (the notes).

The final rating of the notes is in line with the Guatemalan Banco
Industrial's (BI) 'BB' long-term IDRs, reflecting that the notes
will be senior unsecured obligations which will rank equally to
BI's unsecured and unsubordinated obligations.

The notes were issued for US$500 million and are secured by IST's
sole asset, a 100% participation in and to a senior unsecured loan
(the loan) from Bank of America to BI.  As part of the
transaction, Bank of America transfers its rights on the loan to
IST.  The notes reflect all the conditions of the loan.  Principal
under the notes will be paid at maturity of the loan.  Interest
payments will be made semi-annually, and the rate was fixed at an
annual 5.5%.

BI's IDRs are driven by its strong national franchise, sound asset
quality, good efficiency, ample deposit base, and sound liquidity
which, in turn, are reflected in the bank's viability rating.
BI's ratings are constrained by its modest capitalization,
moderate profitability, and the relatively high loan portfolio
concentrations.

Established in 1968, BI is Guatemala's largest bank, with a market
share of 27.6% and 25.4% of the total assets and deposits as of
June 2012.  BI's primary focus is on commercial and corporate
banking.  BI's main shareholder is Bicapital Corp., a holding
company domiciled in Panama, with assets of US$8.9 billion as of
June 2012.  Bicapital also owns the Honduras-based Banco del Pais
since 2007.

Fitch rates Industrial Senior Trust debt as follows:

  -- 10-year USD loan participation notes 'BB'.

Fitch currently rates BI as follows:

  -- Long-term IDR 'BB'; Outlook Positive;
  -- Short-term IDR 'B';
  -- Local-currency long-term IDR 'BB'; Outlook Positive;
  -- Local-currency short-term IDR 'B';
  -- Viability Rating 'bb';
  -- Support '3';
  -- Support Rating Floor 'BB-';
  -- Subordinated Tier I Capital Notes debt 'B-';
  -- National scale long-term rating 'AA-(gtm)'; Outlook Positive;
  -- National scale short-term rating 'F1+(gtm)'.


JP MORGAN 2005-LDP3: Moody's Cuts Rating on Class G Certs. to 'C'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes
and affirmed 10 classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp Commercial Mortgage Pass-Through Certificates,
Series 2005-LDP3 as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Sep 6, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4A, Affirmed at Aaa (sf); previously on Sep 6, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4B, Affirmed at Aaa (sf); previously on Sep 6, 2005
Definitive Rating Assigned Aaa (sf)

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

Cl. A-1A, Affirmed at Aaa (sf); previously on Sep 6, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-J, Affirmed at A2 (sf); previously on Mar 18, 2010
Downgraded to A2 (sf)

Cl. B, Affirmed at Baa1 (sf); previously on Mar 18, 2010
Downgraded to Baa1 (sf)

Cl. C, Affirmed at Baa2 (sf); previously on Mar 18, 2010
Downgraded to Baa2 (sf)

Cl. D, Downgraded to Ba2 (sf); previously on Mar 18, 2010
Downgraded to Baa3 (sf)

Cl. E, Downgraded to B3 (sf); previously on Mar 18, 2010
Downgraded to B1 (sf)

Cl. F, Downgraded to Caa2 (sf); previously on Mar 18, 2010
Downgraded to Caa1 (sf)

Cl. G, Downgraded to C (sf); previously on Feb 16, 2011 Downgraded
to Ca (sf)

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

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

Ratings Rationale

The downgrades are due to an increase in realized and expected
losses from specially serviced and troubled loans.

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

Moody's rating action reflects a cumulative base expected loss of
5.2% of the current pooled balance compared to 4.4% at last
review. Moody's based expected loss plus cumulative realized
losses is 7.0% of the original pooled balance compared to 6.3% at
Moody's prior review. Moody's provides a current list of base
expected losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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 45 compared to 38 at Moody's prior review. The
deal's largest loan, Shoppes at Buckland Hills, paid off in full
since Moody's prior review, which had a positive impact on the
pool Herf.

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 January 20, 2012.

DEAL PERFORMANCE

As of the November 15, 2012 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 36% to $1.3
billion from $2.0 billion at securitization. The Certificates are
collateralized by 189 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 37%
of the pool. Two loans, representing 1% of the pool, have been
defeased and are collateralized with U.S. Government Securities.

Fifty-three loans, representing 22% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Twenty-two loans have been liquidated at a loss to the pool,
resulting in an aggregate realized loss of $75 million (51%
average loss severity). Five loans, representing 3% of the pool,
are currently in special servicing. The largest specially serviced
loan is the LXP-Hartford Fire Insurance Company Loan ($12 million
-- 1.0% of the pool), which is secured by a 153,000 square foot
(SF) office building located in Southington, Connecticut. The
property is fully leased to the Hartford Fire Insurance Company
(Insurance Financial Strength A2; stable outlook), however, the
tenant is expected to vacate at its December 2012 lease
expiration. The loan transferred to special servicing this month.
The special servicer has made contact with the borrower, has
ordered third party reports, but no workout strategy has been
finalized yet. The loan is still current.

The servicer has recognized an $11 million aggregate appraisal
reduction for three of the deal's five specially serviced loans.
Moody's analysis estimates an aggregate $23 million loss (61%
average expected loss) for the deal's five loans that are
currently in special servicing.

Moody's has assumed a high default probability for 27 poorly
performing loans representing 13% of the pool and has estimated a
$25 million aggregate 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 97% and 77% of the pool's non-defeased
loans, respectively. Moody's weighted average conduit LTV is 90%,
which is the same as at Moody's prior review. The conduit portion
of the pool excludes specially serviced, troubled and defeased
loans. Moody's net cash flow reflects a weighted average haircut
of 12% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.3%.

Moody's actual and stressed conduit DSCRs are 1.58X and 1.18X,
respectively, compared to 1.50X and 1.08X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three conduit loans represent 18% of the pool. The largest
loan is the Universal Hotel Portfolio Loan ($100 million -- 7.7%),
which is a pari passu interest in a $400 million first mortgage
loan secured by three full service hotel properties. The three
hotels are all located in Orlando, Florida and total 2,400 guest
rooms. The properties are also encumbered by a $50 million B-note,
which is part of JPMCC 2005-CIBC12. The three hotels were all
constructed between 1999 and 2002. All are considered luxury
hotels and are located within Orlando's Universal Theme Park. The
portfolio's performance continues to improve. Revenue per
available room (RevPAR) increased by 2% to $241 through September
2012 up from $237 at 2011 year end. RevPAR has recovered from the
downturn and is now 47% greater than the portfolio's low of $135
in 2009. Moody's LTV and stressed DSCR are 75% and 1.56X,
respectively, compared to 80% and 1.46X at last review.

The second largest loan is the Four Seasons Boston Loan ($76
million -- 5.9%), which is secured by a 273 room luxury hotel
located in Boston, Massachusetts. The loan had an initial five-
year interest only period, but is now amortizing on a 25 year
schedule. RevPAR through September 2012 is up 5% to $334 from $318
in 2011. Moody's LTV and stressed DSCR are 80% and 1.35X,
respectively, compared to 82% and 1.32X at last review.

The third largest loan is the Sikes Senter Loan ($57 million --
4.4%), which is secured by a 668,000 SF class B regional mall
located in Wichita Falls, Texas. The property was part of the GGP
to Rouse spinoff that occurred in January 2012. The property is
currently on the watchlist for low debt service coverage. The mall
is anchored by Dillard's, Macy's and JC Penney. Rouse announced
plans to invest a few million dollars to install new flooring,
replace lighting, add more soft seating and provide wireless
access throughout the mall. Moody's LTV and stressed DSCR are 115%
and 0.84X, respectively, compared to 113% and 0.86X at last
review.


JP MORGAN 2006-LDP7: Fitch Cuts Rating on 7 Certificate Classes
---------------------------------------------------------------
Fitch Ratings has downgraded seven classes and affirmed 12 classes
of JP Morgan Commercial Mortgage Securities Corp pass-through
certificates series 2006-LDP7.

Fitch modeled losses of 7.3% of the remaining pool; expected
losses on the original pool balance total 9.3%, including losses
already incurred.  The pool has experienced $125.2 million (3.2%
of the original pool balance) in realized losses to date.  Fitch
has designated 55 loans (23.6%) as Fitch Loans of Concern, which
includes 22 specially serviced assets (14.4%).

As of the November 2012 distribution date, the pool's aggregate
principal balance has been reduced by 15.4% to $3.33 billion from
$3.94 billion at issuance.  Per the servicer reporting, four loans
(1.2% of the pool) have defeased since issuance.  Interest
shortfalls are currently affecting classes H through NR.

The largest contributor to expected losses is the Westfield Centro
Portfolio loan (7.2% of the pool), which is secured by a portfolio
of four regional malls and one anchored retail center totaling 2.4
million square feet (sf) (1.7 million sf of collateral) located in
OH, CT, MO, CA, and CO.  The decline in performance is mainly
attributed to the Midway Mall property located in Elyria, OH,
which continues to struggle with low occupancy in a weak market.
The mall is currently 61.8% occupied.  Three of the remaining
properties have current occupancies above 95% and one is 73%
occupied.  The trailing twelve month (TTM) June 2012, debt-service
coverage ratio (DSCR) for the portfolio remained stable at 1.09x.

The next largest contributor to expected losses is the specially-
serviced 552,927 sf office property (1.6%) located in Shoreview,
MN, approximately 12 miles north of the Minneapolis CBD.  The
collateral consists of five buildings built in 1973 and renovated
in 2005.  The loan was transferred to special servicing in October
2009 due to imminent default resulting from the largest tenant,
(41%) net rentable area (NRA), vacating at lease expiration.
Tenants include: Land O'Lakes, Inc. (22.2%), expiring August 2013,
American Biosystems, Inc. (18.1%), expiring February 2013.  The
property is currently real estate owned (REO) as of March 2012.
CB Richard Ellis has been retained as property manager and leasing
agent.  The property is currently 54% occupied.  The special
servicer is currently evaluating possible disposition
alternatives.

The third largest contributor to expected losses is the specially-
serviced , 197,097 sf retail center(0.9%) built in 1980 and
renovated in 2003, located in Jupiter, FL.  The loan was
transferred to special servicing in August 2012 for imminent
default.  Leases at the property include: Cobb's Theatre (35.5%),
expiration June 2013; Beall's,(18.3%), expiration April 2017 and
Staples (10.9%) expiration Feb 2017. As of June 2012, the property
is 92.93% occupied.  The special servicer engaged legal counsel in
September 2012.  The special servicer continues negotiations with
the borrower while dual tracking foreclosure action.

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

  -- $310.3 million class A-J to 'BBBsf' from 'Asf'; Outlook
     Negative;
  -- $78.8 million class B to 'Bsf' from 'BBsf'; Outlook Negative;
  -- $44.3 million class C to 'CCCsf' from 'Bsf'; RE 100%;
  -- $14.8 million class D to 'CCCsf' from 'B-sf'; RE 15%;
  -- $39.4 million class E to 'CCsf' from 'CCCsf'; RE 0%;
  -- $39.4 million class F to 'Csf' from 'CCCsf'; RE 0%;
  -- $49.2 million class G to 'Csf' from 'CCsf'; RE 0%.

Fitch affirms the following classes but assigns or revises REs as
indicated:

  -- $39.4 million class H at 'Csf'; RE 0%.

Fitch affirms the following classes as indicated:

  -- $66.5 million class A-3A at 'AAAsf'; Outlook Stable;
  -- $88.7 million class A-3FL at 'AAAsf'; Outlook Stable;
  -- $76.2 million class A-3B at 'AAAsf'; Outlook Stable;
  -- $1.6 billion class A-4 at 'AAAsf'; Outlook Stable;
  -- $105 million class A-SB at 'AAAsf'; Outlook Stable;
  -- $323.2 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $394 million class A-M at 'AAAsf'; Outlook Stable;
  -- $44.3 million class J at 'Csf'; RE 0%;
  -- $2.8 million class K at 'Dsf'; RE 0%;
  -- $0 class L at 'Dsf'; RE 0%;
  -- $0 class M at 'Dsf'; RE 0%.

Classes A-1 and A-2 are paid in full.  Fitch does not rate the
class N, P, Q and NR certificates.  Fitch previously withdrew the
rating on the interest-only class X certificates.


JP MORGAN 2012-PHH: Moody's Assigns '(P)Ba1' Rating to Cl. E Certs
------------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to six
classes of CMBS securities, issued by JPMCC 2012-PHH Commercial
Mortgage Pass-Through Certificates Series 2012-PHH.

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

Cl. B, Assigned (P)Aa2 (sf)

Cl. C, Assigned (P)A2 (sf)

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

Cl. E, Assigned (P)Ba1 (sf)

Cl. X-CP, Assigned (P)Baa1 (sf)

Ratings Rationale

The Certificates are collateralized by a single floating rate loan
backed by a first lien commercial mortgage related to the fee
simple interest in the Palmer House Hilton, a 1,639 full-service
hotel located in Chicago, IL.

The ratings are based on the collateral and the structure of the
transaction.

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

The credit risk of the loan is determined primarily by two
factors: 1) Moody's assessment of the probability of default,
which is largely driven by the debt-service-coverage-ratio (DSCR),
and 2) Moody's assessment of the severity of loss in the event of
default, which is largely driven by the loan-to-value (LTV) of the
underlying loan.

Moody's Trust LTV Ratio of 64.4% is in-line with other floating
rate standalone-property transactions that have previously been
assigned an underlying rating of Ba1.

The Moody's Trust Actual DSCR of 4.48X and Moody's Actual Stressed
DSCR of 1.76X are considered to be in-line with other Moody's
rated loans of similar respective leverages.

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. Moody's analysis
also uses the CMBS IO calculator v 1.0 which references the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit estimates; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type corresponding to an IO type as defined in
the published methodology.

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

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

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 4%, 14%, or 22%, the model-indicated rating for the currently
rated Aaa class would be Aa1; Aa2; and A2. 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.


LB-UBS 002-C4: Fitch Affirms 'Csf' Rating on $7.3MM Class N Certs
-----------------------------------------------------------------
Fitch Ratings has affirmed 10 classes of LB-UBS Commercial
Mortgage Trust, series 2002-C4, commercial mortgage pass-through
certificates.

Fitch modeled losses of 9.8% of the remaining pool; expected
losses on the original pool balance total 2.7%, including losses
already incurred.  The pool has experienced $31.6 million (2.2% of
the original pool balance) in realized losses to date.  There are
13 loans left in the pool, seven (35%) of which are specially
serviced and considered Fitch Loans of Concern.

As of the November 2012 distribution date, the pool's aggregate
principal balance has been reduced by 94.8% to $75.1 million from
$1.5 billion at issuance.  Interest shortfalls are currently
affecting classes M, N, P, and U.

The largest loan in the pool is a pari passu portion of an A note
securitized by the fee/condominium interest comprising 556,370
square feet of office, 4,555 square feet of storage, and
approximately six parking spaces at 1166 Avenue of the Americas, a
44-story New York City office building containing approximately
1.56 million square feet (53.5% of the pool).  The remaining
portion of the building is owned and leased by Marsh & McLennan
and used as their headquarters.  The most recent year-end 2011
DSCR is reported at 2.84x for the A note portion.

The largest contributor to expected losses is a 496 unit multi-
family building (8.1% of the pool) located in Memphis, TN.  The
loan transferred to the special servicer in April 2011 due to
delinquent payments.  The property is real estate owned (REO) and
the special servicer is making improvements to the property in
order to increase occupancy.

The next largest contributor to expected losses is the specially-
serviced 28,092 square foot (sf) retail property located in Orem,
UT (3% of the pool).  The loan transferred to the special servicer
in August 2011 due to imminent default. Counsel has been engaged
to enforce remedies.

Fitch affirms the following classes:

  -- $1.2 million class G at 'AAAsf'; Outlook Stable;
  -- $12.7 million class H at 'AAAsf'; Outlook Stable;
  -- $12.7 million class J at 'AAsf'; Outlook Stable;
  -- $12.7 million class K at 'Asf'; Outlook Stable;
  -- $20 million class L at 'BBB-'; Outlook Negative;
  -- $7.3 million class M at 'Bsf'; Outlook Negative;
  -- $7.3 million class N at 'Csf'; RE 30%.

The Negative Outlooks on the lower rated classes are due to the
concentrated nature of the pool and the smaller class sizes of the
lower tranches.  Classes Q, S, and T have been reduced to zero due
to realized losses and are affirmed at 'Dsf/RE0%'.  Fitch does not
rate the $1.1 million class P and the $0 million class U.  The
class A through F notes have paid in full.  Fitch previously
withdrew the rating on the interest-only class X certificates.


MACH ONE 2004-1: Fitch Affirms 'Csf' Rating on Five Note Classes
----------------------------------------------------------------
Fitch Ratings has upgraded four and affirmed 10 classes of MACH
ONE 2004-1, LLC (MACH ONE) as a result of paydowns to the senior
notes and improvement in the performance of the underlying
collateral.

Since Fitch's last rating action in December 2011, approximately
15.5% of the underlying collateral has been upgraded and 4.9% has
been downgraded.  Currently, 49.7% of the portfolio has a Fitch
derived rating below investment grade and 16.3% has a rating in
the 'CCC' category and below, compared to 53.8% and 15.8%,
respectively, at the last rating action.  Over this period, the
class A-3 notes have received $75.9 million for a total of $127.6
million in pay downs since issuance.

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.  Fitch also analyzed the
structure's sensitivity to the assets that are distressed,
experiencing interest shortfalls, and those with near-term
maturities.  Additionally, a deterministic analysis was performed
where the recovery estimate on the distressed collateral was
modeled in accordance with the principal waterfall.  An asset by
asset analysis was then performed for the remaining assets to
determine the collateral coverage for the remaining liabilities.
Based on these analyses, classes A-3 through G pass at or above
the assigned rating below. The below ratings reflect these results
as well as the risk of adverse selection as the portfolio
continues to amortize.

For the class J through O notes, Fitch analyzed each 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 H notes have been affirmed at 'CCCsf', indicating that
default is possible.  Similarly, the class J notes have been
affirmed at 'CCsf', indicating that default is probable, and the K
through O notes have been affirmed at 'Csf', indicating default is
inevitable.

The Stable Outlooks on the notes reflects Fitch's expectation that
the transaction will continue to delever.

MACH ONE is a static Re-REMIC backed by CMBS B-pieces that closed
July 28, 2004.  The transaction is collateralized by 29 assets
from 24 obligors from the 1997 through 2003 vintages.

Fitch has taken the following actions:

  -- $19,223,671 class A-3 notes upgraded to 'AAAsf' from 'AAsf;
     Outlook to Stable from Positive;
  -- $51,460,000 class B notes upgraded to 'Asf' from 'BBBsf';
     Outlook to Stable from Positive;
  -- $10,453,000 class C notes upgraded to 'Asf' from 'BBBsf';
     Outlook to Stable from Positive;
  -- $28,142,000 class D notes upgraded to 'BBBsf' from 'BBsf';
     Outlook to Stable from Positive;
  -- $7,236,000 class E notes affirmed at 'BBsf'; Outlook Stable;
  -- $17,689,000 class F notes affirmed at 'Bsf'; Outlook Stable;
  -- $15,277,000 class G notes affirmed at 'Bsf'; Outlook Stable;
  -- $14,473,000 class H notes affirmed at 'CCCsf';
  -- $17,689,000 class J notes affirmed at 'CCsf';
  -- $8,844,000 class K notes affirmed at 'Csf';
  -- $8,040,000 class L notes affirmed at 'Csf';
  -- $8,844,000 class M notes affirmed at 'Csf';
  -- $6,432,000 class N notes affirmed at 'Csf';
  -- $6,432,000 class O notes affirmed at 'Csf'.


MADISON AVENUE 2002-A: S&P Raises Rating on Cl. B-1 Secs. to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes from three GreenPoint-related manufactured housing asset-
backed securities (ABS) transactions. "At the same time, we
affirmed our ratings on 17 classes from 13 transactions," S&P
said.

"All 15 transactions except Lehman ABS Manufactured Housing
Contract Trust (Lehman) 2002-A are experiencing higher cumulative
net losses than our initial loss expectations. All are performing
mainly in line to slightly better than our higher revised
expectations from our last review in 2010. The higher-than-
initially-expected losses can be attributed to both high default
frequencies and high loss severities," S&P said.

"The upgrades on Lehman 2002-A reflect our assessment of our
revised remaining cumulative net loss expectation compared with
the growth in credit enhancement as a percent of the current pool
balance. This transaction has continued to pay principal pro rata
as it continues to satisfy principal distribution tests for the
subordinate classes.  The classes still outstanding benefit from
overcollateralization, subordination, and any excess spread," S&P
said.

"The upgrades on Manufactured Housing Contract Trust Pass-Thru
Cert (MHCTPTC) Series 2001-1 class IM-1 and IIM-1 and on Madison
Avenue Manufactured Housing Contract Trust (Madison) 2002-A
classes M-1, M-2, and B-1 also reflect our assessment of our
revised remaining cumulative net loss expectation compared with
the growth in credit enhancement as a percent of the current pool
balance. Both transactions pay principal sequentially and, as
such, credit enhancement has grown as a percent of the current
pool balance. MHCTPTC 2001-1 and Madison 2002-A benefit from
subordination and any excess spread. In addition, Madison 2002-A
has overcollateralization as a form of credit enhancement," S&P
said.

"We affirmed our ratings on class IA from Manufactured Housing
Contract Trust Pass-Thru Cert series 2000-3 and class A-2 from
Madison Avenue Manufactured Housing Contract Trust 2002-A to
reflect our view that the existing credit enhancement compared
with our revised remaining cumulative net loss expectations is
sufficient to support the current ratings," S&P said.

"MBIA provides bond insurance for 10 of the Greenpoint-related
transactions. We affirmed 13 ratings from the 10 series, 1998-1,
1999-1, 1999-2, 1999-3, 1999-4, 1999-6, 2000-2, 2000-3 group II,
2000-5, and 2000-7 based on the financial strength rating of the
bond insurer, MBIA Insurance Corp. (B/Negative/--)," S&P said.

"Assured Guaranty Corp. (AA-/Stable/--) provides bond insurance
for the class A-3 from both Manufactured Housing Contract Trust
Pass-Thru Cert series 2000-4 and 2000-6. As such, we are affirming
the two ratings based on the financial strength rating of
Assured," S&P said.

Table 1
Collateral Performance (%)
As of the October 2012 distribution date

                 Pool    Current  90+ day      Lifetime
Series      Mo.  factor      CNL   delinq.(i)  CNL exp.(ii)
1998-1 I    167   20.13    23.85     1.40      28.50-29.50
1998-1 II   167   17.13    21.59     0.64      24.25-25.25
1999-1      164   20.36    29.09     1.45      34.00-35.00
1999-2      163   17.21    25.59     0.69      29.00-30.00
1999-3 I    161   20.41    33.48     1.35      39.50-40.50
1999-3 II   161   17.23    30.03     0.88      33.75-34.75
1999-4      157   17.14    29.82     0.50      35.00-36.00
1999-6      154   18.66    30.64     1.24      37.00-38.00
2000-2      151   18.83    32.30     1.35      39.00-40.00
2000-3 I    149   17.47    29.17     1.48      34.00-35.00
2000-3 II   149   22.91    28.70     0.76      34.50-35.50
2000-4      145   19.68    24.57     2.44      30.00-31.00
2000-5      145   22.80    22.76     1.36      28.00-29.00
2000-6      142   20.58    19.46     1.55      24.00-25.00
2000-7      142   22.92    19.03     0.61      24.00-25.00
2001-1 I    139   15.22    18.11     2.77      21.50-22.50
2001-1 II   139   22.08    15.56     1.51      20.00-21.00
Lehman 02A  122   22.67    11.24     1.48      15.00-16.00
Madison 02A 127   25.00    25.23     1.33      32.50-33.50

Aggregate 90+ delinquencies as a percent of pool balance
Lifetime CNL expectations based on current performance data. CNL--
cumulative net loss.

"In addition to many of these transactions being wrapped by a bond
insurer, initial credit enhancement for the rated classes in these
transactions was provided through any combination of
overcollateralization, subordination, LOC accounts and excess
spread. However, in many cases, the high loss levels have caused
an erosion of credit enhancement particularly in the form of
reduced excess spread and subordination levels (which have been
reduced by varying degrees through principal write-downs on the
subordinate and, in some cases, mezzanine classes)," S&P said.

"We will continue to monitor the performance of these transactions
to assess whether, based on our criteria, the credit enhancement
remains adequate to support our ratings on each class under
various stress scenarios," 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 RAISED

Manufactured Housing Contract Trust Pass-Thru Cert Series 2001-1

               Rating
Class    To            From
IM-1     AA (sf)       AA- (sf)
IIM-1    AAA (sf)      AA (sf)


Madison Avenue Manufactured Housing Contract Trust 2002-A

               Rating
Class    To            From
M-1      AAA (sf)      A+ (sf)
M-2      A+ (sf)       BBB+ (sf)
B-1      BB- (sf)      B- (sf)


Lehman ABS Manufactured Housing Contract Trust 2002-A

              Rating
Class    To            From
A        AAA (sf)      AA+ (sf)
M-1      AA+ (sf)      AA- (sf)
M-2      AA- (sf)      A- (sf)

RATINGS AFFIRMED

GreenPoint Credit Manufactured Housing Contract Trust

Series   Class    Rating
1998-1   IA       B (sf)
1998-1   IIA      B (sf)
1999-1   A-5      B (sf)
1999-2   A-2      B (sf)
1999-3   IA-6     B (sf)
1999-3   IA-7     B (sf)
1999-3   IIA-2    B (sf)

GreenPoint Credit Manuf Hsg Contract Trust

Series   Class    Rating
1999-4   A-2      B (sf)


Manufactured Housing Contract Trust

Series   Class    Rating
1999-6   A-2      B (sf)

GreenPoint Credit Manufactured Hsg Contract Trust

Series   Class    Rating
2000-2   A-2      B (sf)


Manufactured Housing Contract Trust Pass-Thru Cert

Series   Class    Rating
2000-3   IA       CCC- (sf)
2000-3   IIA-2    B (sf)
2000-4   A-3      AA- (sf)
2000-5   A-3      B (sf)
2000-6   A-3      AA- (sf)
2000-7   A-2      B (sf)

Madison Avenue Manufactured Housing Contract Trust 2002-A

Class    Rating
B-2      CCC- (sf)


MANUFACTURED HOUSING 2001-1: S&P Cuts Class IM-2 Rating to 'CCC-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on
classes IM-2 and IIM-2 from Manufactured Housing Contract Trust
Pass-Thru Cert Series 2001-1 (GreenPoint 2001-1), classes IA-2 and
IIA-2 from GreenPoint Credit Manufactured Housing Contract Trust
2001-2(GreenPoint 2001-2), and class A-1 from United Companies
Funding Corp.'s series 1996-2 (UCFC 1996-2). All three
transactions are bond insured, and the underlying collateral for
each transaction consists of manufactured housing loans.

"Due to an error, we incorrectly considered amounts maintained in
certain accounts for each transaction in our analysis of available
credit enhancement. These accounts were either established for the
benefit of the bond insurers or included funds that are governed
solely by the bond insurer," S&P said.

"The rating actions reflect both the correction and the
application of our criteria for fully credit-enhanced bond issue.
The issue credit rating on an insured bond is the higher of two
ratings: the rating on the credit enhancer or the SPUR (Standard &
Poor's underlying rating) on the class. The ratings on classes IM-
2 and IIM-2 from GreenPoint 2001-1 and classes IA-2 and IIA-2 from
GreenPoint 2001-2 reflect the current SPURs, while the rating on
class A-1 from UCFC 1996-2 is now equal to the rating of the bond
insurer, MBIA Insurance Corp. (B/Negative/--)," 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 CORRECTED

Manufactured Housing Contract Trust Pass-Thru Cert Series 2001-1
              Rating
Class   To             From
IM-2    CCC-(sf)       B- (sf)
IIM-2   CCC- (sf)      B- (sf)

GreenPoint Credit Manufactured Housing Contract Trust 2001-2
              Rating
Class   To             From
IA-2    CCC-(sf)       CCC (sf)
IIA-2   CCC- (sf)      CCC (sf)

United Companies Funding Corp., Series 1996-2
              Rating
Class   To             From
A-1     B (sf)         AA (sf)


MERRILL LYNCH 2006-1: Fitch Affirms Junk Ratings on 3 Cert Classes
------------------------------------------------------------------
Fitch Ratings has affirmed the three remaining classes of Merrill
Lynch Floating Trust pass-through certificates, series 2006-1.
The affirmations of the distressed ratings are due to continued
credit risk associated with the outstanding two loans.

As of the November 2012 remittance, the pool has paid down by 98%
since issuance, with two loans remaining in the trust, both of
which are in special servicing.  Since Fitch's last rating action,
two loans paid in full, including the Lord & Taylor portfolio
which resulted in significant pay down to the trust.

The largest of the remaining two loans is secured by six full-
service hotels in Mexico, located within five distinct tourist
markets, including Cancun, Cozumel, Ixtapa, Acapulco, and San Jose
del Cabo.  The loan has been in special servicing since February
2010 after the borrower amended certain operating leases without
lender approval.  The servicer continues to negotiate with all
parties to the loan, and the involvement of both the U.S. and
Mexican legal systems complicates the workout.  According to the
servicer, litigation surrounding the workout may face a long
horizon as the borrower and principals continue to use their
influence in Mexico to delay foreclosure proceedings.
Nevertheless, fairly recent value estimates for the portfolio
indicate strong recovery prospects.  Ultimate recovery however may
be affected by a long workout window if advances continue to
accrue.

The other remaining loan is Crowne Plaza San Antonio, a 410-room
hotel located in San Antonio, TX.  The loan transferred to special
servicing in February 2012 for a technical default and for facing
imminent maturity default, which occurred on June 11, 2012.  The
loan is paid through Oct. 15, 2012; the November 2012 payment has
not yet been received.  A receiver has been appointed and
management was replaced.  The special servicer continues to
discuss workout options at this time.

Fitch affirms the following classes:

  -- $18.8 million class K at 'CCCsf'; RE 100%;
  -- $31.1 million class L at 'CCCsf'; RE 100%;
  -- $48.2 million class M at 'Dsf'; RE 90%.


MESA WEST: Moody's Affirms 'Ca' Ratings on Three Note Classes
-------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of all classes
of Notes issued by Mesa West Capital CDO, Ltd. 2007-1. The
affirmations are due to the key transaction parameters performing
within levels commensurate with the existing ratings levels. While
the weighted average rating fator (WARF) has improved since last
review, the current collateral pool continues to revolve until
February 2013. The rating action is the result of Moody's on-going
surveillance of commercial real estate collateralized debt
obligation (CRE CDO CLO) transactions.

Moody's rating action is as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Apr 27, 2009
Confirmed at Aaa (sf)

Cl. A-2, Affirmed at A3 (sf); previously on Dec 3, 2010 Downgraded
to A3 (sf)

Cl. B, Affirmed at Ba3 (sf); previously on Dec 3, 2010 Downgraded
to Ba3 (sf)

Cl. C, Affirmed at B3 (sf); previously on Dec 3, 2010 Downgraded
to B3 (sf)

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

Cl. E, Affirmed at Caa2 (sf); previously on Dec 3, 2010 Downgraded
to Caa2 (sf)

Cl. F, Affirmed at Caa3 (sf); previously on Dec 3, 2010 Downgraded
to Caa3 (sf)

Cl. G, Affirmed at Caa3 (sf); previously on Dec 3, 2010 Downgraded
to Caa3 (sf)

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

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

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

Ratings Rationale

Mesa West Capital CDO, Ltd. 2007-1 is a revolving cash transaction
backed by a portfolio of a-notes and whole loans (100% of the pool
balance). As of the November 26, 2012 Trustee report, the
aggregate Note balance of the transaction, including preferred
shares, was $600.0 million, the same as that at issuance.

There are no assets with that are considered defaulted dscurities
as of the November 26, 2012 Trustee report.

Moody's has identified the following parameters as key indicators
of the expected loss within CRE CDO transactions: 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. Moody's modeled a bottom-dollar WARF of 4,792
compared to 6,114 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Ba1-Ba3 (0.0% compared to 0.7% at last
review), B1-B3 (5.4% compared to 1.0% at last review), and Caa1-C
(94.6% compared to 98.3% at last review).

Moody's modeled a WAL of 5.7 years compared to 5.3 years at last
review. The current WAL reflects Moody's updated assumptions based
on the revolving criteria and assumptions about loan extensions.

Moody's modeled a fixed WARR of 43.0% compared to 51.9% at last
review.

Moody's modeled a MAC of 31.1% compared to 25.6% 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
43.0% to 33.0% or up to 53.0% would result in a modeled rating
movement on the rated tranches of 0 to 3 notches downward and 0 to
6 notches upward, respectively.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. Commercial real estate property values
are continuing to move in a positive direction along with a rise
in investment activity and stabilization in core property type
performance. Limited new construction and moderate job growth have
aided this improvement. However, a consistent upward trend will
not be evident until the volume of investment activity steadily
increases for a significant period, non-performing properties are
cleared from the pipeline, and fears of a Euro area recession are
abated.

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

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

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


MUIR GROVE CLO: S&P Raises Rating on Class E Notes to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on all five
classes of notes from Muir Grove CLO Ltd., a collateralized loan
obligation (CLO) transaction managed by Tall Tree Investment
Management.

"The upgrades primarily reflect an improvement in the credit
quality of the assets in the CLO's collateral portfolio that we
have observed since our last rating actions in December 2010. As
of the October 2012 trustee report, the balance of defaulted
assets had decreased to $1.1 million from $5.9 million in October
of 2010; the balance of 'CCC' rated assets had decreased to $22.9
million from $46.1 million; and the class A overcollateralization
ratio had increased to 127.94% from 127.80%. Additionally, there
is a significant balance of assets with LIBOR floor base rates.
These assets can provide additional credit given a low interest
rate environment," S&P said.

"At the time of our December of 2010 rating actions, we upgraded
all but the class E note. This transaction will be in its
reinvestment phase until October 2013," S&P said.

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

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Muir Grove CLO Ltd.
                         Rating
Class               To           From
A                   AA+ (sf)     AA (sf)
B                   A+ (sf)      A (sf)
C                   BBB+ (sf)    BBB (sf)
D                   BBB- (sf)    BB+ (sf)
E                   B+ (sf)      B (sf)


NEWCASTLE CDO IV: Fitch Affirms 'Csf' Rating on 3 Note Classes
--------------------------------------------------------------
Fitch Ratings has upgraded one and affirmed seven classes of
Newcastle CDO IV, Ltd./Corp (Newcastle IV) as a result of paydowns
to the senior notes offsetting the negative credit migration of
the underlying collateral.

Since Fitch's last rating action in December 2011, approximately
21.2% of the underlying collateral has been downgraded and 5.3%
has been upgraded.  Currently, 48.3% of the portfolio has a Fitch
derived rating below investment grade and 8.8% has a rating in the
'CCC' category and below, compared to 46.7% and 12.1%,
respectively, at the last rating action.  Over this period, the
class I notes have received $38.9 million for a total of $247.4
million in pay downs since issuance.

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.  Based on this analysis, the class I through III
notes' breakeven rates are generally consistent with the ratings
assigned below.

For the class IV and V notes, Fitch analyzed each 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 IV and V notes have been affirmed at 'Csf', indicating
that default is inevitable.  The class V notes are currently
receiving interest paid in kind (PIK) whereby the principal amount
of the notes is written up by the amount of interest due.
The upgrade and Positive Outlook on the class I notes reflects the
credit quality of the underlying collateral and the view that the
transaction will continue to delever.  The Stable Outlook on the
class II notes reflects cushion in the modeling results, which
serve to mitigate potential further deterioration in the
portfolio.

Newcastle IV is a collateralized debt obligation (CDO), which
closed March 30, 2004. The portfolio is composed of 51.1%
commercial mortgage-backed securities (CMBS); 24.1% commercial
real estate loans (CREL), including single borrower 'rake' classes
of CMBS; 19.1% real estate investment trust securities (REIT);
4.7% residential mortgage-backed securities (RMBS); and 1% asset
backed securities (ABS).

Fitch has taken the following actions as indicated:

  -- $105,851,221 class I notes upgraded to 'BBsf' from 'Bsf';
     Outlook Positive;
  -- $13,000,000 class II-FL notes affirmed at 'Bsf'; Outlook
     Stable;
  -- $7,250,000 class II-FX notes affirmed at 'Bsf'; Outlook
     Stable;
  -- $7,500,000 class III-FL notes affirmed at 'CCCsf';
  -- $12,085,000 class III-FX notes affirmed at 'CCCsf';
  -- $8,173,246 class IV-FL notes affirmed at 'Csf';
  -- $9,474,572 class IV-FX notes affirmed at 'Csf';
  -- $17,842,796 class V notes affirmed at 'Csf'.


OCTAGON INVESTMENT VII: S&P Raises Rating on B-2L Notes From 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised and removed from
CreditWatch with positive implications its ratings on the class A-
3L, B-1L, and B-2L notes from Octagon Investment Partners VII
Ltd., a U.S. collateralized loan obligation (CLO) managed by
Octagon Credit Investors LLC. "In addition, we affirmed our
ratings on the class A-1L and A-2L notes," S&P said.

"The upgrades reflect paydown to the class A-1L notes since our
December 2011 rating actions. The affirmed ratings reflect our
belief that the credit support available is commensurate with the
current rating levels," S&P said.

"The rating actions follow our review of the transaction's
performance using data from the trustee report dated Oct. 25,
2012," S&P said.

"Standard & Poor's notes that the amount of 'CCC' rated collateral
held in the transaction's asset portfolio increased since the time
of our last rating action. According to the Oct. 25, 2012, trustee
report, the transaction held $4.48 million in 'CCC' rated
collateral. This was an increase from $3.37 million noted in the
Nov. 25, 2011, trustee report, which we used for our December 2011
rating actions. When calculating the overcollateralization (O/C)
ratios, the trustee haircuts a portion of the 'CCC' rated
collateral that exceeds the threshold specified in the transaction
documents. This threshold has not breached since our last rating
action. The current level of 'CCC' rated collateral quoted in the
October 2012 trustee report totaled 3.10% of the total collateral,
with a threshold of 7.50%," S&P said.

"The increase in 'CCC' rated collateral is offset by the large par
amount of post-reinvestment period principal amortization. This
amortization has resulted in $90.90 million in paydowns to the
class A-1L notes since our last rating action. Consequently, the
transaction's senior class A, class A, class B-1, and class B-2L
O/C ratio tests have improved. In addition, the weighted average
spread of the underlying collateral has increased by 0.21%," S&P
said.

"The ratings on the class B-2L notes are currently constrained at
'BBB+ (sf)' by the application of the largest obligor default
test, a supplemental stress test we introduced as part of our 2009
corporate criteria update," S&P said.

"We note that the transaction has exposure to long-dated assets,
(i.e. assets maturing after the stated maturity of the CLO).
According to the October 2012, trustee report, the balance of
collateral with a maturity date after the stated maturity of the
transaction was $5.32 million, representing 3.25% of the
portfolio. Our analysis took into account the potential market
value and/or settlement related risk arising from the potential
liquidation of the remaining securities on the legal final
maturity date of the transaction," S&P said.

"Our review of this transaction included a cash flow analysis,
based on the portfolio and transaction as reflected in the
aforementioned trustee report, to estimate future performance. In
line with our criteria, our cash flow scenarios applied forward-
looking assumptions on the expected timing and pattern of
defaults, and recoveries upon default, under various interest rate
and macroeconomic scenarios. In addition, our analysis considered
the transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis demonstrated, in our view, that all of the rated
outstanding classes have adequate credit enhancement available at
the rating levels associated with this rating action," 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.

   CAPITAL STRUCTURE AND KEY MODEL ASSUMPTIONS COMPARISON
                           Nov 2011         Oct 2012
Class                      Notional(mil.$)  Notional(mil.$)
A-1L                       158.34           67.43
A-2L                       23.00            23.00
A-3L                       16.50            16.50
B-1L                       22.75            22.75
B-2L                       10.25            10.25

Weighted Average Margin    3.11%            3.32%
Senior Class A OC          140.29%          180.74%
Class A OC                 128.59%          152.85%
Class B-1L OC              115.33%          126.04%
Class B-2L OC              110.21%          116.80%
Interest Cov. Test         2.79%            4.94%

            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

Octagon Investment Partners VII Ltd.
                       Rating
Class              To           From
A-1L               AAA (sf)     AAA (sf)
A-2L               AAA (sf)     AAA (sf)
A-3L               AAA (sf)     AA+ (sf)/Watch Pos
B-1L               AA (sf)      BBB+ (sf)/Watch Pos
B-2L               BBB+ (sf)    BB+ (sf)/Watch Pos


OCTAGON INVESTMENT VIII: S&P Affirms 'B+' Rating on Class E Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C and D notes from Octagon Investment Partners VIII Ltd., a U.S.
collateralized loan obligation (CLO) managed by Octagon Credit
Investors LLC. "In addition, we affirmed our ratings on the class
A-1, A-2, B, and E notes. We removed our ratings on the class B,
C, D, and E notes from CreditWatch, where we placed them with
positive implications on Sept. 24, 2012," S&P said.

"The upgrades reflect paydown to the class A-1 and A-2 notes since
our April 2012 rating actions. The affirmed ratings reflect our
belief that the credit support available is commensurate with the
current rating levels," S&P said.

"The rating actions follow our review of the transaction's
performance using data from the trustee report dated Oct. 31,
2012," S&P said.

"Standard & Poor's notes that the amount of 'CCC' rated collateral
held in the transaction's asset portfolio increased since the time
of our April 2012 rating actions. According to the Oct. 31, 2012,
trustee report, the transaction held $4.87 million in 'CCC' rated
collateral. This was an increase from $1.30 million, or 0.32% of
total collateral, noted in the March 30, 2012, trustee report,
which we used for our April 2012 rating actions. When calculating
the overcollateralization (O/C) ratios, the trustee haircuts a
portion of the 'CCC' rated collateral that exceeds the threshold
specified in the transaction documents. This threshold has not
breached in the time since our last rating action. The current
level of 'CCC' rated collateral quoted in the October 2012 trustee
report totaled 1.50% of the total collateral, with a threshold of
7.50%," S&P said.

"The increase in 'CCC' rated collateral is offset by the large par
amount of post-reinvestment period principal amortization. This
amortization has resulted in $83.17 million in paydowns to the
class A-1 and A-2 notes since our last rating action.
Consequently, the transaction's class A/B, C, D, and E O/C ratio
tests have improved. In addition, the transaction has seen the
weighted average spread of the underlying collateral increase by
0.17%," S&P said.

"We note that the transaction has exposure to long-dated assets,
(i.e., assets maturing after the stated maturity of the CLO).
According to the October 2012 trustee report, the balance of
collateral with a maturity date after the stated maturity of the
transaction was $4.81 million, representing 1.49% of the
portfolio. Our analysis took into account the potential market
value and/or settlement related risk arising from the potential
liquidation of the remaining securities on the legal final
maturity date of the transaction," S&P said.

"Our review of this transaction included a cash flow analysis,
based on the portfolio and transaction as reflected in the
aforementioned trustee report, to estimate future performance. In
line with our criteria, our cash flow scenarios applied forward-
looking assumptions on the expected timing and pattern of
defaults, and recoveries upon default, under various interest rate
and macroeconomic scenarios. In addition, our analysis considered
the transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis demonstrated, in our view, that all of the rated
outstanding classes have adequate credit enhancement available at
the rating levels associated with this rating action," 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.

CAPITAL STRUCTURE AND KEY MODEL ASSUMPTIONS COMPARISON
                           Mar 2012         Oct 2012
Class                      Notional (mil.$) Notional (mil.$)
A-1                        287.00           209.89
A-2                        22.56            16.50
B                          18.00            18.00
C                          22.50            22.50
D                          22.40            22.40
E                          15.35            15.35

Weighted Average Margin    3.66%            3.83%
Class A/B O/C              124.33%          132.44%
Class C O/C                116.34%          121.27%
Class D O/C                109.34%          111.88%
Class E O/C                105.02%          106.25%
Class A/B Int. Cov. Test   690.90%          919.60%
Class C Int. Cov. Test     622.60%          797.00%
Class D Int. Cov. Test     526.50%          635.30%


           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

Octagon Investment Partners VIII Ltd.
                        Rating
Class              To           From
A-1                AAA (sf)     AAA (sf)
A-2                AAA (sf)     AAA (sf)
B                  AA+ (sf)     AA+ (sf)/Watch Pos
C                  AA (sf)      A+ (sf)/Watch Pos
D                  BBB+ (sf)    BBB (sf)/Watch Pos
E                  B+ (sf)      B+ (sf)/Watch Pos


PEGASUS 2007-1: Moody's Lowers Rating on Cl. A1 Notes to 'B1'
-------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one class
of Notes issued by Pegasus 2007-1. The downgrade is due to
deterioration in underlying collateral performance as evidenced by
transition in Moody's weighted average rating factor (WARF), and
weighted average recovery rate (WARR). 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. A1 Notes, Downgraded to B1 (sf); previously on Feb 2, 2011
Downgraded to Ba1 (sf)

Ratings Rationale

Pegasus 2007-1 Ltd. is a static credit linked notes transaction
backed by a portfolio of credit default swaps referencing 100%
commercial mortgage backed securities (CMBS) issued in 2006.
Currently, 71% of the reference obligations are rated by Moody's.
As of the October 17, 2012 Trustee report, the aggregate Note
balance of the transaction, including preferred shares, is $113.4
million, the same as at issuance. There have been no protection
payments made from the term asset account to date.

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 reference obligations. The bottom-dollar WARF is a measure
of the default probability within a collateral pool. Moody's
modeled a bottom-dollar WARF of 128 compared to 31 at last review.
The current rating distribution is as follows: Aaa-Aa3 (60.7%
compared to 82.1%), A1-A3 (remained the same as last review at
17.9%), Baa1-Baa3 (17.8% compared to 0% at last review), and Ba1-
Ba3 (3.6% compared to 0% at last review).

Moody's modeled to a WAL of 3.7 years, compared to 4.3 years at
last review.

Moody's modeled a variable WARR, with a mean of 53.2% compared to
59.3% at last review.

Moody's modeled a MAC of 59.8%, compared to 63.6% 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 credit changes within the reference obligations.
Holding all other key parameters static, stressing the current
ratings and credit assessments of the reference obligations by one
notch downward or one notch upward affects the model results by
approximately 1 to 2 notches negatively and 1 to 2 notches
positively, 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 given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
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 nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace 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 internet sales
growth. 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 is for continued
below-trend growth in US GDP over the near term, with consumer
spending remaining soft in the US. Hurricane Sandy may skew near-
term economic data but is unlikely to have any long-term
macroeconomic effects. Primary downside risks include: a deeper
than expected recession in the euro area accompanied by deeper
credit contraction; the potential for a hard landing in major
emerging markets, including China, India and Brazil; an oil supply
shock, albeit abated in recent months; and given recent political
gridlock, excessive fiscal tightening in the US in 2013 leading
the US into recession. However, the Federal Reserve has shown
signs of support for activity by continuing with quantitative
easing.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012.


PRIMA CAPITAL: Moody's Affirms 'Caa3' Ratings on 3 Note Classes
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of all classes
of Notes issued by Prima Capital CRE Securitization 2006-1 Ltd.
The affirmations are due to key transaction parameters performing
within levels commensurate with the existing ratings. The rating
action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation and
collateralized loan obligation (CRE CDO CLO) transactions.

Moody's rating action is as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Mar 19, 2009
Confirmed at Aaa (sf)

Cl. A-2, Affirmed at A3 (sf); previously on Nov 30, 2011 Upgraded
to A3 (sf)

Cl. B, Affirmed at Baa3 (sf); previously on Nov 30, 2011 Upgraded
to Baa3 (sf)

Cl. C, Affirmed at Ba2 (sf); previously on Mar 19, 2009 Downgraded
to Ba2 (sf)

Cl. D, Affirmed at B1 (sf); previously on Mar 19, 2009 Downgraded
to B1 (sf)

Cl. E, Affirmed at B3 (sf); previously on Mar 19, 2009 Downgraded
to B3 (sf)

Cl. F, Affirmed at Caa1 (sf); previously on Mar 19, 2009
Downgraded to Caa1 (sf)

Cl. G, Affirmed at Caa2 (sf); previously on Mar 19, 2009
Downgraded to Caa2 (sf)

Cl. H, Affirmed at Caa3 (sf); previously on Mar 19, 2009
Downgraded to Caa3 (sf)

Cl. J, Affirmed at Caa3 (sf); previously on Mar 19, 2009
Downgraded to Caa3 (sf)

Cl. K, Affirmed at Caa3 (sf); previously on Mar 19, 2009
Downgraded to Caa3 (sf)

Ratings Rationale

Prima Capital CRE Securitization 2006-1 Ltd. is a static cash
transaction backed by a portfolio of B-Notes (5.2% of the pool
balance), mezzanine interests (38.3%), whole loans (18.8%), CRE
CDO bonds (17.3%), real estate investment trust (REIT) debt
(13.3%) and commercial mortgage backed securities (CMBS) (7.1%).
As of the October 30, 2012 Trustee report, the aggregate Note
balance of the transaction, including preferred shares, was $311.7
million from $556.8 million at issuance, with the principal
directed to the Class A-1 Notes, as a result of regular
amortization of the underlying collateral.

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. Moody's modeled a bottom-dollar WARF of 2,841
compared to 2,787 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa- Aa3 (8.0% compared to 7.5% at last
review), A1- A3 (6.0% compared to 5.1% at last review), Baa1-Baa3
(13.1% compared to 25.9% at last review), Ba1-Ba3 (5.1% compared
to 3.5% at last review), B1-B3 (31.0% compared to 23.2% at last
review), and Caa1-C (36.9% compared to 34.8% at last review).

Moody's modeled a WAL of 3.6 years compared to 4.3 years at last
review. The current WAL is based on the assumption about
extensions.

Moody's modeled a fixed WARR of 32.5% compared to 31.0% at last
review.

Moody's modeled a MAC of 24.7% compared to 17.6% 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 32.5% to 22.5% or up to 42.5% would result in rating
movement on the rated Notes of 0 to 5 notches downward and 0 to 7
notches upward, respectively.

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.


PUTNAM STRUCTURED: Moody's Lifts Ratings on 3 Note Classes to Ba2
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of three
classes and affirmed the ratings of four classes of Notes issued
by Putnam Structured Product Funding 2003-1 Ltd. The upgrades are
due to greater than expected amortization resulting in
approximately $56.2 million of paydown to the three senior pari-
passu bond classes since last review. Additionally, the underlying
collateral performance has been relatively stable as evidenced by
transition in Moody's weighted average rating factor (WARF) and
weighted average recovery rate (WARR) since last review. The
affirmations are due to key transaction parameters performing
within levels commensurate with the existing ratings levels. The
rating action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation (CRE CDO and
Re-remic) transactions.

Moody's rating action is as follows:

Cl. A-1LT-a, Upgraded to Ba2 (sf); previously on Mar 20, 2009
Downgraded to B2 (sf)

Cl. A-1LT-b, Upgraded to Ba2 (sf); previously on Apr 16, 2010
Assigned B2 (sf)

Cl. A-1LT-c, Upgraded to Ba2 (sf); previously on Apr 16, 2010
Assigned B2 (sf)

Cl. A-2, Affirmed at Caa3 (sf); previously on Dec 3, 2010
Downgraded to Caa3 (sf)

Cl. B, Affirmed at Ca (sf); previously on Mar 20, 2009 Downgraded
to Ca (sf)

Cl. C, Affirmed at C (sf); previously on Mar 20, 2009 Downgraded
to C (sf)

Equity, Affirmed at C (sf); previously on Mar 20, 2009 Downgraded
to C (sf)

Ratings Rationale

Putnam Structured Product Funding 2003-1 Ltd. is a static hybrid
(the reinvestment period ended in October 2010) transaction backed
by a portfolio of asset backed securities (ABS) (43.8% of the pool
balance) which are primarily in the form of Home Equity and Alt-A
securities, commercial mortgage backed securities (CMBS) (34.7%),
CRE CDO bonds (14.9%), and real estate investment trust (REIT)
debt (6.6%). The collateral pool includes both cash collateral
(95.9%) and synthetic reference obligations (4.1%). As of the
November 15, 2012 Note Valuation report, the aggregate Note
balance of the transaction, including Preferred Shares, has
decreased to $332.4 million from $561.0 million at issuance, as a
result of the paydown directed to the Class A-1LT Notes from
regular amortization of collateral, interest proceeds directed to
senior classes as principal proceeds as a result of failing one or
more par value tests, and reclassification of interest proceeds
from defaulted securities as principal proceeds.

There are sixty-four assets with par balance of $99.9 million
(27.6% of the current pool balance) that are considered defaulted
securities as of the November 15, 2012 Note Valuation report,
compared to fifty-five defaulted securities totaling $96.5 million
par amount (22.5%) at last review. Moody's does expect moderate to
high 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: 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 5,482 compared to 5,131 at last review. The
current distribution of Moody's rated collateral and assessments
for non-Moody's rated collateral is as follows: Aaa-Aa3 (9.9%
compared to 11.4%), A1-A3 (6.6% compared to 7.5%), Baa1-Baa3
(17.2% compared to 16.5% at last review), Ba1-Ba3 (4.6% compared
to 5.4% at last review), B1-B3 (3.2% compared to 5.0% at last
review), and Caa1-Ca/C (58.5% compared to 54.2% at last review).

Moody's modeled to a WAL of 3.0 years, compared to 2.2 years at
last review. The current WAL is based on the assumption about
collateral extensions.

Moody's modeled a fixed 15.5% WARR, compared to 17.0% at last
review.

Moody's modeled a MAC of 100.0%, compared to 3.8% 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. 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 15.5% to 10.5% or up to 20.5% would result in modeled
rating movement on the rated Notes of 0 to 3 notches downward and
0 to 2 notches upward, respectively.

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

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


RAIT PREFERRED: Moody's Affirms Caa3 Ratings on 4 Note Classes
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of all the
classes of Notes issued by RAIT Preferred Funding II. Ltd. 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-1R, Affirmed at Aaa (sf); previously on Dec 9, 2010
Confirmed at Aaa (sf)

Cl. A-1T, Affirmed at Aaa (sf); previously on Dec 9, 2010
Confirmed at Aaa (sf)

Cl. A-2, Affirmed at Baa3 (sf); previously on Dec 15, 2011
Downgraded to Baa3 (sf)

Cl. B, Affirmed at B2 (sf); previously on Dec 15, 2011 Downgraded
to B2 (sf)

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

Cl. D, Affirmed at Caa2 (sf); previously on Dec 15, 2011
Downgraded to Caa2 (sf)

Cl. E, Affirmed at Caa2 (sf); previously on Dec 15, 2011
Downgraded to Caa2 (sf)

Cl. F, Affirmed at Caa3 (sf); previously on Dec 15, 2011
Downgraded to Caa3 (sf)

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

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

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

Ratings Rationale

RAIT Preferred Funding II. Ltd. is a static cash transaction
backed by a portfolio of whole loans (89.8% of the deal balance),
b-notes (2.2%), and mezzanine loans and preferred equity
participations (8.0%). As of the October 10, 2012 trustee report,
the aggregate Note balance of the transaction, including preferred
shares, has decreased to $828.0 million from $833.0 million at
issuance. There has been paydown amounting to $4.5k, as a result
of regular amortization of the underlying collateral, and partial
cancellations to the Class D, E, F and G Notes. The principal was
directed to the Class A1R and A1T Notes. 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.

There are two assets with a par balance of $18.9 million (2.3% of
the current pool balance) that are considered defaulted interests
as of the October 10, 2012 trustee report. One of these assets
(97.7% of the defaulted balance) is a b-note and one asset is a
mezzanine loan (2.3%). Moody's expects high losses from these
defaulted interests 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. Moody's modeled a bottom-dollar WARF of 7,672,
compared to 7,446 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: A1-A3 (0.0% compared to 0.4% at last
review), Ba1-Ba3 (1.8% compared to 2.4% at last review), B1-B3
(3.4% compared to 7.0% at last review), and Caa1-C (94.8% compared
to 90.2% at last review).

Moody's modeled a WAL of 4.9 years, compared to 5.5 years at last
review. The current WAL is based on the assumption about
extensions.

Moody's modeled a fixed WARR, excluding defaulted interests, of
51.3% compared to 51.7% at last review.

Moody's modeled a MAC of 100.0%, the same as at last review. This
high MAC is due to high credit risk of the collateral pool
concentrated in a small number of names.

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
51.3% to 41.3% or up to 61.3% would result in modeled rating
movements on the rated Notes of 0 to 6 notches downward and 0 to 9
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 given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
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 nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace 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 internet sales
growth. 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 is for continued
below-trend growth in US GDP over the near term, with consumer
spending remaining soft in the US. Hurricane Sandy may skew near-
term economic data but is unlikely to have any long-term
macroeconomic effects. Primary downside risks include: a deeper
than expected recession in the euro area accompanied by deeper
credit contraction; the potential for a hard landing in major
emerging markets, including China, India and Brazil; an oil supply
shock, albeit abated in recent months; and given recent political
gridlock, excessive fiscal tightening in the US in 2013 leading
the US into recession. However, the Federal Reserve has shown
signs of support for activity by continuing with quantitative
easing.

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.


RESI FINANCE: Moody's Cuts Ratings on Two Tranches to 'Ca'
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 15
tranches from two RMBS synthetic transaction, referencing Prime
Loans, issued by RESI and three tranches form two RMBS
resecuritization transaction isued by RESIX

Complete rating actions are as follows:

Issuer: RESI Finance Limited Partnership 2003-B

Class A5 Notes, Downgraded to Aa2 (sf); previously on Jan 30, 2009
Assigned Aaa (sf)

Cl. B1, Downgraded to A1 (sf); previously on Apr 21, 2011
Downgraded to Aa1 (sf)

Cl. B2, Downgraded to A2 (sf); previously on Apr 21, 2011
Downgraded to Aa2 (sf)

Cl. B3, Downgraded to Baa2 (sf); previously on Apr 21, 2011
Downgraded to A2 (sf)

Cl. B4, Downgraded to Baa3 (sf); previously on Apr 21, 2011
Downgraded to A3 (sf)

Cl. B5, Downgraded to Ba2 (sf); previously on Apr 21, 2011
Downgraded to Baa2 (sf)

Cl. B6, Downgraded to Ba3 (sf); previously on Apr 21, 2011
Downgraded to Baa3 (sf)

Cl. B7, Downgraded to B2 (sf); previously on Apr 21, 2011
Downgraded to Ba2 (sf)

Cl. B8, Downgraded to Caa1 (sf); previously on Apr 21, 2011
Downgraded to Ba3 (sf)

Cl. B9, Downgraded to Caa2 (sf); previously on Apr 21, 2011
Downgraded to B2 (sf)

Cl. B10, Downgraded to Ca (sf); previously on Apr 21, 2011
Downgraded to Caa3 (sf)

Issuer: RESI Finance Limited Partnership 2004-B RESI Finance
Limited Partnership 2004-B/RESI Finance DE Corporation 2004-B

Class A5 Notes, Downgraded to Baa1 (sf); previously on Apr 21,
2011 Downgraded to A2 (sf)

Cl. B1, Downgraded to Ba1 (sf); previously on Apr 21, 2011
Downgraded to Baa2 (sf)

Cl. B2, Downgraded to Ba3 (sf); previously on Apr 21, 2011
Downgraded to Ba1 (sf)

Cl. B3, Downgraded to Caa1 (sf); previously on Apr 21, 2011
Downgraded to B2 (sf)

Issuer: Resix Finance Limited Credit-Linked Notes, Series 2003-A

Cl. B10, Downgraded to Ba3 (sf); previously on Jul 27, 2011
Downgraded to Ba1 (sf)

Issuer: Resix Finance Limited Credit-Linked Notes, Series 2003-B

Cl. B9, Downgraded to Caa2 (sf); previously on Jul 27, 2011
Downgraded to B2 (sf)

Cl. B10, Downgraded to Ca (sf); previously on Jul 27, 2011
Downgraded to Caa3 (sf)

Ratings Rationale

The RESI synthetic transactions provide Bank of America, N.A. (the
"Protection Buyer") credit protection on a pool of mortgages (the
"reference portfolio") through a credit default swap with the
issuer (the "Protection Seller") of the notes. The reference
portfolio of the transactions includes prime conforming and
nonconforming fixed-rate and adjustable-rate mortgages purchased
from various originators.

The credit-linked notes issued by RESIX replicate the cash flow of
select subordinate tranches issued by synthetic RMBS deals RESI
transaction.

The rating actions are a result of the recent performance of the
underlying reference portfolios of the transactions and reflect
Moody's updated loss expectations on the pools. The downgrades are
a result of deteriorating performance and structural features
resulting in higher expected losses for the bonds than previously
anticipated.

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

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 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 September 2011 to 7.9% in October 2012. Moody's forecasts
a further drop to 7.5% by 2014. 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_SF309410

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

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


RESIDENTIAL REINSURANCE 2012: S&P Rates Class 1 Notes 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+(sf)' and
'BB(sf)' ratings to the Series 2012-II Class 1 and Class 2 notes,
respectively, to be issued by Residential Reinsurance 2012 Ltd.
(Res Re 2012). The notes cover losses in the covered area from
hurricane, earthquake, severe thunderstorm, winter storm, and
wildfire on a per-occurrence basis.

The Class 1 notes will cover losses between the attachment point
of $3.650 billion and the exhaustion point of $4.175 billion, and
the Class 2 notes will cover losses between the attachment point
of $2.800 billion and the exhaustion point of $3.650 billion.

"The ratings are based on the lower of the following: the rating
on the catastrophe risk ('BB+' for the Class 1 and 'BB' for the
Class 2 notes), the rating on the assets in the reinsurance trust
account ('AAAm' for each class of notes), and the risk of
nonpayment by the ceding insurer (AA+). The cedants will be United
Services Automobile Assn., a reciprocal interinsurance exchange
organized under the laws of Texas; USAA Casualty Insurance Co., a
Texas corporation; USAA Texas Lloyd's Co., a Texas Lloyd's plan
insurer; USAA General Indemnity Co., a Texas-domiciled stock
insurance company; Garrison Property and Casualty Assoc.; and
other affiliates. They will be responsible for the quarterly
payment due under the reinsurance agreement with Res Re 2012," S&P
said.

"We previously rated Res Re 2012 Series 2012-I Class 3 and Class 5
notes, which were both issued in May 2012. The Series 2012-1 Class
3 notes have an attachment point of $2 billion and are rated 'BB-
(sf)'. The Class 5 notes have an attachment point of $1.571
billion, and are rated 'BB(sf)'," S&P said.

RATINGS LIST

New Rating
Residential Reinsurance 2012 Ltd.
Series 2012-II Class 1 Notes               BB+(sf)
Series 2012-II Class 2 Notes               BB(sf)


SAN JOSE REDEVELOPMENT: Fitch Keeps Low-B Rating on 2 TABs Classes
------------------------------------------------------------------
Fitch Ratings maintains the following San Jose Redevelopment
Agency (RDA) tax allocation bonds (TABs) on Rating Watch Negative:

  -- $232 million merged area redevelopment projects TABs, series
     2003, 2008A and 2008B at 'BB';
  -- $1.4 billion merged area redevelopment projects TABs, series
     1993, 1997, 1999, 2002, 2004A, 2005A, 2005B, 2006A-T, 2006B,
     2006C, 2006D, 2007A-T, 2007B at 'BB-';
  -- $233 million housing set-aside TABs at 'A'.

SECURITY

The merged area TABs are secured by gross tax increment revenue
from the project area net of certain senior pass-throughs and the
20% set-aside for housing.  The housing TABs are secured by the
20% housing set-aside.  All TABs are also secured by debt service
reserve funds; however, only the merged area redevelopment project
TABs, series 2003 and 2008A and 2008B, benefit from a cash-funded
reserve.

KEY RATING DRIVERS

NEGATIVE WATCH REFLECTS STATE DISPUTE: The Negative Watch reflects
concerns about the on-going dispute between the Successor Agency
to the San Jose Redevelopment Agency (SA) and the state Department
of Finance (DOF) over certain AB 1484 payments.  A key assumption
in Fitch's analysis is that DOF will continue to act in accordance
with its stated intention to protect bondholder rights; however,
revenues available for debt service could be impaired if the
resolution is not achieved prior to the January 2nd tax
distribution.

DISPUTE WITH COUNTY STILL A CONCERN: The Negative Watch further
reflects a disagreement with the county over whether revenue
derived from voter-approved tax overrides belongs to bondholders
or other taxing entities.  A judgment against the SA would likely
cause a downgrade though would not impair debt service.  A
decision is expected in February 2013.

STRAINED RELATIONSHIP WITH COUNTY: While the SA and DOF appear to
be working together to resolve the AB 1484 dispute, Fitch
expresses concern that the apparent strained relationship between
the SA and the county could impede progress on current and future
issues that may arise.

LARGE INCREASE IN APPEALS; NARROW COVERGE: Fiscal 2013 assessed
value (AV) supports improved debt service coverage to about 1.11x;
however, depending on the timing and amount of resolved appeals,
coverage could dip lower.  Appeals increased steeply in 2012 but
are not yet available for 2013.

HIGHLY CONCENTRATED, VOLATILE TAX BASE: Taxpayer and industry
concentration remains a concern.  Fiscal year 2012 top 10
taxpayers represent 32% of AV with the largest taxpayer at 15%.
Furthermore, the concentration in the volatile technology sector
poses additional risk.

BIFURCATION OF RATINGS DUE TO RESERVES: The lower rating on the
merged project area TABs without cash-funded debt service reserve
funds reflects the minimal value Fitch places on debt service
reserve fund surety policies.

HOUSING TABS STILL SOUND: The affirmation of the 'A' rating on the
housing TABs reflects their satisfactory debt service coverage.
Housing bonds' debt service coverage is an estimated 1.9x in
fiscal 2013.

WHAT COULD TRIGGER A RATING ACTION

ADVERSE OPINION FROM STATE: Lack of final resolution with DOF in
favor of the SA prior to the Jan. 2, 2013 tax revenue
distribution, absent mitigating information, would trigger a
downgrade.

ADVERSE OPINION ON LAWSUIT WITH COUNTY: If the lawsuit with the
county is decided in favor of the county, debt service coverage
would be reduced and could result in a downgrade.

CREDIT PROFILE

San Jose, with a population of about 970,000, is located in the
center of Silicon Valley, about 55 miles south of San Francisco.
The SA's merged project area covers over 8,000 acres and or
roughly xx% of the city.

STATE APPEARS COMMITTED TO MAINTAINING BOND SECURITY DESPITE
DISPUTE

The AB 1484 dispute is regarding the payment by the SA of certain
property tax distributions from December 2011 and January 2012
that the state believes should have been directed to other taxing
entities.  The SA disputes the amount due (about $39 million) as a
calculation error and has not made any payment.  The DOF generally
acknowledges that there were some errors made in calculating the
so-called 1484 payments.

DOF has stated that they currently do not intend to enforce non-
payment penalties on the SA or other SAs in similar circumstance
while the matter is in dispute.  Furthermore, DOF is working on a
process for handling the disputes on a case by case basis, which
Fitch views positively.  If not resolved prior to the Jan. 2, 2013
tax revenue distribution, however, it is possible the SA would
have insufficient funds for its August 2013 debt service payment,
though funds for the February 2013 payment would be sufficient.

Fitch notes that both parties appear to be working towards a
solution by the end of the year and that the state has generally
taken action to maintain bondholder security during the wind-down
process for redevelopment agencies.  However, Fitch remains
concerned due to the execution risk inherent in the process.

COUNTY LAWSUIT COULD REDUCE DEBT SERVICE COVERAGE BUT WOULD NOT
IMPAIR DEBT SERVICE

The SA and the county resolved part of their dispute over about
$20 million in tax revenues which had been withheld in June 2012
At the direction of the state auditor-controller, the county
ultimately transferred most of the disputed funds to the SA prior
to the August 1 debt service due date. Debt service was paid in
full.  A material event notice had warned that the SA did not have
sufficient funds on hand from the June 1 tax revenue distribution
to make full debt service payments.

However, the SA has filed a lawsuit in superior court over about
$7 million in annual tax revenue derived from voter-approved tax
overrides it believes is pledged to bondholders.  In the meantime,
these funds will be kept in escrow as they are received semi-
annually . A decision is expected in February 2013.  If the SA
loses the $7 million, debt service coverage on the merged project
area TABs would drop to about 1.06x in fiscal 2013.

UNDERLYING CREDIT PRESSURED BUT IMPROVING

San Jose's economy continues to improve markedly. Job growth is
among the fastest in the country and was an impressive 3.3% from
August 2011 to August 2012.  Employment in the city now exceeds
the previous peak of 2008.  The city benefits from above-average
economic indicators, including median household income and per
capita income at 150% and 123% of the national averages,
respectively, and a poverty rate about 74% of the national
average.

The county assessor reported an increase to the SA's fiscal 2013
AV of about 1.95% over fiscal 2012. This is better than the 1.7%
previously forecast.  Despite this improvement, AV remains under
pressure due to appeals.  The number and value of unresolved
appeals in the project area increased steeply in fiscal 2012
(fiscal 2013 appeals are not yet available).  There are over 1,200
pending appeals for the 2011 and 2012 tax years with a combined
disputed value of $5.6 billion.

Total disputed value for all outstanding appeals for fiscal years
2007-2012 totals $9.4 billion, up from $7.7 billion as of January
2011 (for fiscal years 2007-2010).  Fitch believes long-term
prospects for economic growth in the city and project area are
favorable, but the appeals may result in a somewhat uneven AV
recovery in the tax base.

LARGE PROJECT AREA; HIGHLY CONCENTRATED

The merged project area is sizeable, covering 28 non-contiguous
square miles and spanning 20 miles north to south.  It encompasses
21 component areas including industrial, downtown, and
neighborhood business districts.  The commercial/industrial
component is the largest and includes companies such as Cisco
Systems Inc., eBay, Hitachi and Adobe and others which are a vital
part of the regional, state and national economy.

Despite its large size, the project area tax base is highly
concentrated in its top taxpayers and in the high technology
sector.  This sector has experienced significant volatility in
recent years.  The tax base also includes high levels of personal
property & equipment (PP&E), whose AV tends to be more volatile:
increasing steeply with an up-cycle as investments in business
equipment are made and then declining in a down-cycle as the
equipment is depreciated and not replaced or becomes obsolete.

The vast majority of total project area AV is for industrial --
primarily research and development -- and commercial uses, with a
moderate residential component.  In addition, unsecured property,
mostly personal property, accounts for a large amount of project
area AV.

Taxpayer concentration remains above average with fiscal 2012 top
10 taxpayers representing 32% of AV and 34% of incremental AV
(IV).  The largest taxpayer, Cisco, constitutes 15.1% of the
project area's IV.  Total PP&E represents a high 23% of fiscal
2012 total AV, but this is down substantially from a high of 30.1%
in fiscal 2002.

VOLATILE AV; NARROW COVERAGE; MINIMAL ADDITIONAL RESOURCES

Along with AV and IV, pledged revenue trends have been volatile in
recent years, ranging from a gain of 32.6% in fiscal 2002 to 14%
and 12% losses in fiscal years 2004 and 2005, respectively.  The
bulk of the AV losses stemmed from reductions in AV for PP&E,
which can fall steeply during economic downturns.  After
increasing in fiscal years 2007 through 2010, AV declined in
fiscal 2011 and 2012 by 7.5% and 1.8%, respectively.

Additional revenue pressure occurred in fiscal 2012 when the
assessor retained about $5.9 million due to appeals granted and/or
supplemental changes, resulting in a total decline in revenue by
5% for fiscal 2012. Pledged revenues of about $137.8 million
covered $133 million in debt service by a low 1.04x.

A Fitch base case assumes total fiscal 2013 AV increases 1.5%
(based on the estimated 1.9% increase in AV and somewhat offset by
additional appeals), but in fiscal 2014, 1% projected underlying
AV growth is more than offset by appeals granted on all
outstanding appeals at the historical appeals success rate ($1.325
billion). This would result in a 6.2% decline in AV bringing debt
service coverage to a very narrow 1.02x (without consideration of
tax credits from prior years). An AV decline of 8% would lower
coverage to just 1.0x.

For the housing bonds, projected fiscal 2012 revenue of $36.7
million covers senior maximum annual debt service ($19.8 million)
about 1.76x. The Fitch base case assumes fiscal 2013 AV increases
1.5% as expected but in fiscal 2014, a 1% underlying growth in AV
is more than offset by the appeals granted, resulting in a 6.2%
decline in AV. This would lower debt service coverage to a still
solid 1.76x.


SANTANDER DRIVE 2012-A: Moody's Rates Class E Notes '(P)Ba2'
------------------------------------------------------------
Investors Service has assigned provisional ratings to the notes to
be issued by Santander Drive Auto Receivables Trust 2012-A (SDART
2012-A). This is the first private and seventh subprime
transaction of the year for Santander Consumer USA Inc. (SCUSA).

The complete rating actions are as follows:

Issuer: Santander Drive Auto Receivables Trust 2012-A

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

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

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

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

Cl. C, Assigned (P)A1 (sf)

Cl. D, Assigned (P)Baa2 (sf)

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

Ratings Rationale

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

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

Moody's median cumulative net loss expectation for the 2012-A pool
is 15.0% and the Aaa level is 48.0%. The loss expectation was
based on an analysis of SCUSA's portfolio vintage performance as
well as performance of past securitizations, and current
expectations for future economic conditions.

The Assumption Volatility Score for this transaction is Low/Medium
versus a Medium for the sector. This is driven by the a Low/Medium
assessment for Governance due to the presence of the investment
grade rated parent, Banco Santander (Baa2/P-2). In addition, the
securitization documents include a provision that requires the
appointment of a back-up servicer in the event that the rating on
Banco Santander is downgraded below Baa3.

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

Moody's Parameter Sensitivities: If the net loss used in
determining the initial rating were changed to 20.0%, 26.0% or
29.0%, the initial model output for the Class A notes might change
from Aaa to Aa1, A1, and Baa1, respectively. If the net loss used
in determining the initial rating were changed to 15.5%, 19.5% or
22.5%, the initial model output for the Class B notes might change
from Aa1 to Aa2, A2, and Baa2, respectively. If the net loss used
in determining the initial rating were changed to 15.1%, 17.25% or
20.75%, the initial model output for the Class C notes might
change from A1 to A2, Baa2, and Ba2, respectively. If the net loss
used in determining the initial rating were changed to 15.2%,
18.0% or 20.5%, the initial model output for the Class D notes
might change from Baa2 to Baa3, Ba3, and B3 respectively. If the
net loss used in determining the initial rating were changed to
15.25%, 17.5% or 18%, the initial model output for the Class E
notes might change from Ba2 to Ba3, B3, and
Parameter Sensitivities are not intended to measure how the rating
of the security might migrate over time, rather they are designed
to provide a quantitative calculation of how the initial rating
might change if key input parameters used in the initial rating
process differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.


SANTANDER DRIVE 2012-A: S&P Gives Prelim BB+ Rating on Cl. E Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Santander Drive Auto Receivables Trust 2012-A's $723.73
million automobile receivables-backed notes.

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

The preliminary ratings are based on information as of Dec. 3,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

    The availability of 49.84%, 43.81%, 35.29%, 29.98%, and 26.52%
    of credit support for the class A, B, C, D, and E notes based
    on stress cash flow scenarios (including excess spread), which
    provide coverage of more than 3.5x, 3.0x, 2.3x, 1.75x, and
    1.6x S&P's 13.25%-14.25% expected cumulative net loss.

    The timely interest and principal payments made under stress
    cash flow modeling scenarios appropriate to the assigned
    preliminary ratings.

    S&P's expectation that under a moderate ('BBB') stress
    scenario, all else being equal, its ratings on the class A, B,
    and C notes will remain within one rating category of the
    assigned preliminary ratings during the first year, and its
    ratings on the class D and E notes will remain within two
    rating categories of the assigned preliminary ratings, which
    is within the outer bounds of our credit stability criteria.

    The originator/servicer's history in the subprime/specialty
    auto finance business.

    S&P's analysis of six years of static pool data on Santander
    Consumer USA Inc.'s lending programs.

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

Santander Drive Auto Receivables Trust 2012-A

Class              Rating                    Amount (mil. $)(i)
A-1                A-1+ (sf)                             123.00
A-2                AAA (sf)                              216.00
A-3                AAA (sf)                              127.67
B                  AA (sf)                                77.12
C                  A (sf)                                 94.92
D                  BBB (sf)                               61.29
E                  BB+ (sf)                               23.73

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


SEQUOIA MORTGAGE 9: Moody's Cuts Rating on Cl. B-3 Tranche to 'Ca'
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of eight
tranches from Sequoia Mortgage Trust 9, backed by Prime Loans.

Complete rating actions are as follows:

Issuer: Sequoia Mortgage Trust 9

Cl. 1A, Downgraded to Baa1 (sf); previously on Apr 27, 2011
Downgraded to Aa3 (sf)

Cl. X-1A, Downgraded to Baa1 (sf); previously on Apr 27, 2011
Downgraded to Aa3 (sf)

Cl. 2A, Downgraded to Baa1 (sf); previously on Apr 27, 2011
Downgraded to A1 (sf)

Cl. X-1B, Downgraded to Baa1 (sf); previously on Apr 27, 2011
Downgraded to Aa3 (sf)

Cl. X-B, Downgraded to Ba2 (sf); previously on Apr 27, 2011
Downgraded to Baa3 (sf)

Cl. B-1, Downgraded to Ba2 (sf); previously on Apr 27, 2011
Downgraded to Baa3 (sf)

Cl. B-2, Downgraded to Caa1 (sf); previously on Apr 27, 2011
Downgraded to B1 (sf)

Cl. B-3, Downgraded to Ca (sf); previously on Apr 27, 2011
Downgraded to Caa3 (sf)

Ratings Rationale

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools.The downgrades are a result of deteriorating performance
and structural features resulting in higher expected losses for
the bonds than previously anticipated. Serious delinquencies
(Delinquencies more than 60 days past due, including loans in
foreclosure and REO) on the Group I collateral backing the deal
have increased to 7.2% as of Oct 2012 from 1.3% in Nov 2011.

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

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

Loan Modifications

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

Small Pool Volatility

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
originated before 2005, Moody's first applies a baseline
delinquency rate of 3.0%. 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 pool with 75 loans, the
adjusted rate of new delinquency would be 3.03%. In addition, if
current delinquency levels in a small pool is low, future
delinquencies are expected to reflect this trend. To account for
that, the rate calculated above is multiplied by a factor ranging
from 0.75 to 2.5 for current delinquencies ranging from less than
2.5% to greater than 10% respectively. Delinquencies for
subsequent years and ultimate expected losses are projected using
the approach described in the methodology publication.

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 7.9% in October 2012. Moody's forecasts a
further drop to 7.5% by 2014. 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_SF309417

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

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


SEQUOIA MORTGAGE 2012-6: Fitch Rates $2.4MM Cl. B-4 Certs. 'BBsf'
-----------------------------------------------------------------
Fitch Ratings assigns the following ratings to Sequoia Mortgage
Trust 2012-6, mortgage pass-through certificates, series 2012-6
(SEMT 2012-6):

  -- $140,105,000 class A-1 certificates 'AAAsf'; Outlook Stable;
  -- $140,104,000 class A-2 certificates 'AAAsf'; Outlook Stable;
  -- $280,209,000 notional class A-IO1 certificates 'AAAsf';
     Outlook Stable;
  -- $140,105,000 notional class A-IO2 certificates 'AAAsf';
     Outlook Stable;
  -- $140,104,000 notional class A-IO3 certificates 'AAAsf';
     Outlook Stable;
  -- $7,989,000 class B-1 certificates 'AAsf'; Outlook Stable;
  -- $4,220,000 class B-2 certificates 'Asf'; Outlook Stable;
  -- $3,467,000 class B-3 certificates 'BBBsf'; Outlook Stable;
  -- $2,412,000 class B-4 certificates 'BBsf'; Outlook Stable.

The expected rating for the class A-3 certificates assigned
November 13, 2012, has been withdrawn as the final terms of the
transaction no longer include this class.

The 'AAAsf' rating on the senior certificates reflects the 7.05%
subordination provided by the 2.65% class B-1, 1.40% class B-2,
1.15% class B-3, 0.80% 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 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 2012-6 will be Redwood Residential Acquisition Corporation's
sixth 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, 1.6% have a 10-year interest-only (IO)
period.  The aggregate pool included loans originated from First
Republic Bank (13%), Fremont Bank (9%), PrimeLending (9%),
Flagstar Bank, F.S.B. (9%), Shore Financial Services (8%),
Cornerstone Mortgage (6%) and WJ Bradley Mortgage Capital (6%).
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 358 loans
with a total balance of $301,462,461, an average balance of
$842,074, a weighted average original combined loan-to-value ratio
(CLTV) of 67.7%, and a weighted average coupon (WAC) of 4.1%.
Rate/Term and cash out refinances account for 52.6% and 7.6% of
the loans, respectively.  The weighted average original FICO
credit score of the pool is 771.  Owner-occupied properties
comprise 95.1% of the loans. The states that represent the largest
geographic concentration are California (44.9%), Texas (10.7%) and
Washington (6.2%).

Additional detail on the transaction is described in the new issue
report 'Sequoia Mortgage Trust 2012-6'.


STONE TOWER CDO: S&P Affirms 'CCC-' Rating on Class B-1L Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of notes from Stone Tower CDO Ltd., a U.S. collateralized
debt obligation (CDO) transaction predominantly backed by tranches
from other CDOs of corporate securities (CDO of corporate CDOs),
and removed them from CreditWatch with positive implications,
where S&P had placed them on Sept. 24, 2012. "At the same time, we
affirmed our rating on one other class from the transaction and
removed it from CreditWatch with positive implications," S&P said.

"This transaction is currently in its amortization phase since the
reinvestment period ended in January 2008. 's upgrades reflect a
$59.08 million paydown of the class A-1LA notes since our February
2012 rating actions. Due to this and other factors,
overcollateralization (O/C) ratios increased for the class A and B
notes," S&P said.

"The affirmation of our rating on the class B-1L reflects the
application of the largest obligor default test, a supplemental
stress test we introduced as part of our September 2009 corporate
criteria update," S&P said.

"We will continue to review our ratings on the notes and assess
whether, in our view, they 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

Stone Tower CDO Ltd.
                      Rating
Class            To           From
A-1LA            AAA (sf)     AA (sf)/Watch Pos
A-1LB            A+ (sf)      A (sf)/Watch Pos
A-2L             BBB- (sf)    BB+ (sf)/Watch Pos
A-3L             BB- (sf)     B+ (sf)/Watch Pos
B-1L             CCC- (sf)    CCC- (sf)/Watch Pos


SUGAR CREEK: S&P Raises Rating on $47MM Revenue Bond From 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue rating to 'A'
from 'BB+' on the $47 million series 2003A industrial development
revenue bond issued by Sugar Creek, Mo. on behalf of Lafarge North
America, Inc.

The upgrade is based on the proposed defeasance of bonds through
the deposit of cash in an escrow fund on Nov. 30, 2012. The bonds
will be redeemed in whole on June 1, 2013, at the redemption price
of 101% plus accrued interest. The escrow agent is UMB Bank N.A.
(A/Stable/A-1).

Standard & Poor's has reviewed a verification report prepared by
an accounting firm certifying that the cash placed in escrow will
produce the amounts necessary to provide for timely payment
according to the debt payment schedule on the bonds, and that the
computations are mathematically correct.


TELOS CLO 2006-1: Moody's Hikes Rating on Class E Notes to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Telos CLO 2006-1, Ltd.:

U.S.$60,000,000 Class A-2 Second Priority Senior Secured Floating
Rate Notes Due 2021, Upgraded to Aaa (sf); previously on November
1, 2011 Upgraded to Aa1 (sf);

U.S.$27,200,000 Class B Third Priority Senior Secured Floating
Rate Notes Due 2021, Upgraded to Aa1 (sf); previously on November
1, 2011 Upgraded to Aa3 (sf);

U.S.$22,000,000 Class C Fourth Priority Mezzanine Secured Floating
Rate Deferrable Interest Notes Due 2021, Upgraded to A1 (sf);
previously on November 1, 2011 Upgraded to A3 (sf);

U.S.$22,000,000 Class D Fifth Priority Mezzanine Secured Floating
Rate Deferrable Interest Notes Due 2021, Upgraded to Baa2 (sf);
previously on November 1, 2011 Upgraded to Ba1 (sf);

U.S.$16,000,000 Class E Sixth Priority Mezzanine Secured Floating
Rate Deferrable Interest Notes Due 2021, Upgraded to Ba2 (sf);
previously on November 1, 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 January 2013. 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 spread levels, and
higher diversity compared to the levels assumed at the last rating
action in November 2011. Moody's modeled a WARF of 3075, a WAS of
4.75%, and a Diversity Score of 60 compared to 3761, 3.96%, and
45, respectively at the time of the last rating action.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $398 million,
defaulted par of $14.4 million, a weighted average default
probability of 21.1% (implying a WARF of 3075), a weighted average
recovery rate upon default of 47.16%, and a diversity score of 60.
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.

TELOS CLO 2006-1, issued in November of 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans with a large exposure to middle market issuers.

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

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

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

Moody's Adjusted WARF -- 20% (2460)

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

Moody's Adjusted WARF + 20% (4027)

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

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

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

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

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


WAMU MORTGAGE 2003-AR9: Moody's Cuts II-B-2 Tranche Rating to Caa3
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of seven
tranches from two RMBS transactions issued by Washington Mutual.
The collateral backing these deals primarily consists of first-
lien, adjustable-rate Prime Jumbo residential mortgages. The
actions impact approximately $62.3 million of RMBS issued from
2003.

Complete rating actions are as follows:

Issuer: WaMu Mortgage Pass-Through Certificates Series 2003-AR9
Trust

Cl. I-B-2, Downgraded to Caa2 (sf); previously on Apr 20, 2011
Downgraded to B3 (sf)

Cl. I-B-3, Downgraded to C (sf); previously on Apr 20, 2011
Downgraded to Ca (sf)

Cl. II-A, Downgraded to Baa1 (sf); previously on Apr 20, 2011
Downgraded to A2 (sf)

Cl. II-B-1, Downgraded to B1 (sf); previously on Apr 20, 2011
Downgraded to Ba1 (sf)

Cl. II-B-2, Downgraded to Caa3 (sf); previously on Apr 20, 2011
Downgraded to B3 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2003-AR4

Cl. B-1, Downgraded to Ba2 (sf); previously on Apr 20, 2011
Downgraded to Baa3 (sf)

Cl. B-2, Downgraded to Caa1 (sf); previously on Apr 20, 2011
Downgraded to B3 (sf)

Ratings Rationale

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

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

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

To project losses on pools with fewer than 100 loans, Moody's
first estimates a "baseline" average rate of new delinquencies for
the pool that is set at 3% for Jumbo and which is typically higher
than the average rate of new delinquencies for larger pools. Once
the baseline rate is set, further adjustments are made based on 1)
the number of loans remaining in the pool and 2) the level of
current delinquencies in the pool. The fewer the number of loans
remaining in the pool, the higher the volatility in performance.
Once the loan count in a pool falls below 76, the rate of
delinquency is increased by 1% for every loan less than 76. For
example, for a pool with 75 loans, the adjusted rate of new
delinquency would be 3.03%. In addition, if current delinquency
levels in a small pool is low, future delinquencies are expected
to reflect this trend. To account for that, the rate calculated
above is multiplied by a factor ranging from 0.75 to 2.5 for
current delinquencies ranging from less than 2.5% to greater than
10% respectively. Delinquencies for subsequent years and ultimate
expected losses are projected using the approach described in the
methodology publication listed above.

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 7.8% in September 2012. Moody's forecasts a
further drop to 7.5% by 2014. 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_SF308750

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

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


WEBSTER FINANCIAL: Fitch Rates Series E Preferred Stock at 'B+'
---------------------------------------------------------------
Fitch Ratings expects to assign a 'B+' rating to Webster Financial
Corporation's non-cumulative perpetual preferred issuance.  The
issuance size will be between $110 million to $126.5 million.  The
securities will bear an annual coupon of 6.4%, payable quarterly.
The securities are perpetual but are callable in five years.

Rating Drivers and Sensitivities

Bank hybrid securities, such as this preferred issuance, are
notched down from the issuing entity's viability rating.
Webster's 'bbb' viability rating, which embodies the standalone
assessment of the institution, is therefore a ratings driver for
the preferred issuance.

The notch differential reflects an assessment of loss severity of
the preferred issuance relative to the average recoveries assumed
for a typical bank senior debt instrument.  The differential is
also indicative of incremental nonperformance risk.  In this case,
the hybrid instrument is rated five notches lower than Webster's
viability rating.  This reflects the designed loss absorbing
nature of the preferred stock as well as its non-cumulative or
deferral feature.


UBS-BARCLAYS 2012-C4: S&P Gives 'BB-' Rating to Class F Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to UBS-Barclays Commercial Mortgage Trust 2012-C4's $1.456
billion commercial mortgage pass-through certificates series 2012-
C4.

The note issuance is a commercial mortgage-backed securities
transaction backed by 91 commercial mortgage loans with an
aggregate principal balance of $1.456 billion, secured by the fee
and leasehold interests in 131 properties across 28 states.

The preliminary ratings are based on information as of Dec. 4,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

"The preliminary ratings reflect the credit support provided by
the transaction structure, our view of the underlying collateral's
credit characteristics, the trustee-provided liquidity, the
collateral pool's relative diversity, and our overall qualitative
assessment of the transaction," S&P said.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1152.pdf

PRELIMINARY RATINGS ASSIGNED

UBS-Barclays Commercial Mortgage Trust 2012-C4

Class       Rating                 Amount ($)
A-1         AAA (sf)               84,000,000
A-2         AAA (sf)               73,267,000
A-3         AAA (sf)              132,000,000
A-4         AAA (sf)              150,000,000
A-5         AAA (sf)              476,000,000
A-AB        AAA (sf)              104,000,000
A-S         AAA (sf)              145,610,000
X-A         AAA (sf)         1,164,877,000(i)
X-B         A (sf)             134,689,000(i)
B           AA (sf)                69,164,000
C           A (sf)                 65,525,000
D           BBB- (sf)              61,884,000
E           BB+ (sf)               25,481,000
F           BB- (sf)               18,202,000
G           NR                     50,963,493
V           NR                            N/A
R           NR                            N/A
LR          NR                            N/A

(i)Notional balance.
NR - Not rated.
N/A - Not applicable.


UBS REAL 2012-C4: Fitch To Rate Two Certificate Classes at Low-B
----------------------------------------------------------------
Fitch Ratings has issued a presale report on UBS Real Estate
Securities Inc.'s UBS-B 2012-C4 Commercial Mortgage Pass-Through
Certificates.

Fitch expects to rate the transaction and assign Outlooks as
follows:

  -- $84,000,000 class A-1 'AAAsf'; Outlook Stable;
  -- $73,267,000 class A-2 'AAAsf'; Outlook Stable;
  -- $132,000,000 class A-3 'AAAsf'; Outlook Stable;
  -- $150,000,000 class A-4 'AAAsf'; Outlook Stable;
  -- $476,000,000 class A-5 'AAAsf'; Outlook Stable;
  -- $104,000,000 class A-AB 'AAAsf'; Outlook Stable;
  -- $145,610,000 class A-S 'AAAsf'; Outlook Stable;
  -- $1,164,877,000a,b class X-A 'AAAsf'; Outlook Stable;
  -- $134,689,000a,b class X-B 'A-sf'; Outlook Stable;
  -- $69,164,000a class B 'AA-sf'; Outlook Stable;
  -- $65,525,000a class C 'A-sf'; Outlook Stable;
  -- $61,884,000a class D 'BBB-sf'; Outlook Stable;
  -- $25,481,000a class E 'BBsf'; Outlook Stable;
  -- $18,202,000a class F 'Bsf'; Outlook Stable.

a Privately placed pursuant to Rule 144A.
b Notional amount and interest only.

The expected ratings are based on information provided by the
issuer as of Dec. 4, 2012.  Fitch does not expect to rate the
$50,963,493 class G.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 89 loans secured by 131 commercial
properties having an aggregate principal balance of approximately
$1.5 billion as of the cutoff date.  The loans were contributed to
the trust by UBS Real Estate Securities, Inc., Barclays Bank PLC,
Natixis Real Estate Capital LLC., General Electric Capital
Corporation, RAIT Partnership L.P., and Redwood Commercial
Mortgage Corporation.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 73.8% of the properties
cash flow analysis on 75% of the collateral pool by balance.

The transaction has a Fitch stressed debt service coverage ratio
(DSCR) of 1.34 times (x), a Fitch stressed loan-to-value (LTV) of
100.5%, and a Fitch debt yield of 7.9%.  Fitch's aggregate net
cash flow represents a variance of 8.4% to issuer cash flows.

The Master Servicer and Special Servicer will be Wells Fargo Bank,
N.A. Rialto Capital Advisors, LLC, rated 'CMS2' and 'CSS2-',
respectively, by Fitch.


US AIRWAYS: Fitch Rates $111.8-Mil. Class B Certificates 'BB-'
--------------------------------------------------------------
Fitch Ratings assigns the following ratings to US Airways Inc.'s
proposed enhanced equipment trust certificates (EETC) series 2012-
2:

  -- $364.9 million class A certificates (A-tranche) with an
     expected maturity of June 2025 'A-';
  -- $111.8 million class B certificates (B-tranche) with an
     expected maturity of June 2021 'BB-'.

The final legal maturities are scheduled to be 18 months after the
expected maturities.

The proceeds of the certificates will be used to acquire the class
A and class B equipment notes (notes), i.e. the aircraft mortgage
obligation issued by US Airways, Inc. and fully and
unconditionally guaranteed by US Airways Group, Inc. (LCC; rated
'B-'/Outlook Stable).  LCC may subsequently offer additional
subordinated class C certificates at a future date, as per the
transaction documents.

The notes will be secured by a perfected security interest in 10
brand-new Airbus aircraft including seven A321-200 and three A330-
200 (out of four) scheduled for delivery between May-October 2013.
The collateral aircraft, classified as Fitch Tier 1, represent
some of the newest and most fuel-efficient airplanes in LCC's
fleet and considered core to the airline's operations.  The A321-
200s are LCC's preferred variant within the A320 family to replace
the aging narrowbody fleet (mostly classic 737s) while the A330-
200s are being inducted to support LCC's service into key
international business markets.

Each aircraft's secured notes are fully cross-defaulted (from day
one) and cross-collateralized, key provisions of the modern EETC
template that limits LCC's ability to 'cherry-pick' aircraft in a
potential distressed scenario, and supports the high Affirmation
Factor (i.e. Fitch's assessment of the strategic value of the
aircraft collateral to the carrier's fleet, and hence the
probability of affirmation in a potential Chapter 11 situation)
for this deal.  The inclusion of the A330-200s enhances the cross-
collateralization feature in this deal relative to LCC 12-1 which
includes only one aircraft type, but with only 10 aircraft in the
pool and only two aircraft types, the potential benefit of cross-
collateralization for this deal is limited relative to larger
EETCs that include more aircraft types.

Proceeds from the transaction will initially be held in escrow by
the designated depository, The Bank of New York Mellon (rated 'AA-
/F1+'/Outlook Stable) and withdrawn to purchase the notes as the
aircraft are financed upon delivery. The A and B tranches each
have a dedicated liquidity facility provided by Landesbank Hessen-
Thueringen Girozentrale (Helaba) (rated 'A+/F1+'/Outlook Stable).
The liquidity facility is intended to cover three consecutive
coupon payments over a period of 18 months in a potential default
scenario.

The 'A-' rating for the A-tranche has been assigned as per Fitch's
EETC methodology which prescribes a 'top-down' analysis for the
senior tranche ratings that focuses primarily on the collateral,
the structure's ability to withstand severe stresses, and legal
enhancements (Section 1110) with a secondary dependence on the
airline Issuer Default Rating (IDR).  Accordingly, the rating on
LCC 12-2A is supported primarily by the significant level of
overcollateralization through the A-tranche and the inclusion of
brand new, high quality aircraft that are core to LCC's fleet.
Loan-to-value [LTV] through the A-tranche is initially estimated
at 57.1% in Fitch's base case (assuming no liquidity facility draw
or value stresses), and remains below 100% even in its distressed
scenario.  Fitch rates all the aircraft collateral as Tier 1
aircraft, but applies harsher stresses on the A330-200s than the
A321-200s.  Given the LTV level and the inclusion of brand-new
Tier 1 collateral, Fitch estimates that the structure can
withstand acute stresses in a potential aviation or economic
downturn.

The 'BB-' rating of the subordinate B-tranche is assigned by a
three notch uplift from LCC's IDR of 'B-', based on the high
Affirmation Factor (max is four as per Fitch's methodology).  The
inclusion of the A330-200s in this deal strengthen the Affirmation
Factor relative to LCC 12-1B (also rated 'BB-'), but mitigated by
the higher leverage.  Initial LTV through the B-tranche is 72.1%
for this deal based on appraised values in the offering memorandum
versus 69%-70% for LCC 12-1B and LCC 11-1B.  Nevertheless, the
A330-200s make the collateral package more attractive as they play
a critical role in LCC's fleet that includes relatively few
widebodies, and would be needed to support LCC's long-haul service
in a potential default.  The A321-200s form the backbone of the
LCC's domestic focused network (the A320 family is expected to be
the only narrowbody fleet for LCC). Fitch also takes into the
consideration the support provided by the liquidity facility, and
legal protection offered by Section 1110 in its B-tranche
analysis.

AIRCRAFT COLLATERAL ANALYSIS

For its EETC analysis Fitch uses base values provided by an
independent third party appraiser not included in the transaction
documents, in conjunction with the appraised values in the
offering memorandum. Fitch makes adjustments for asset specific
modifications (if necessary) and incorporates depreciation
assumptions that are generally more aggressive than the schedule
provided in the offering memorandum.

Collateral Appraisal
The collateral underlying the transaction consists of 10 new
Airbus A321-200s and three new A330-200s with expected deliveries
from May-August 2013.  Total appraised value for all aircraft in
the portfolio is $659.3 million as per the prospectus (lesser of
the average and median values provided by three independent
appraisers) which is in-line with Fitch's estimates.

Similar to LCC 12-1, the A321-200s in this transaction have
reinforced structures, and higher thrust engines: one aircraft
with V2533-A5 from International Aero Engines and six with CFM56-
5B3P from CFM International.  Also, A321-200s in LCC fleet (which
represent ~23% of total A321-200 deliveries to-date) feature
higher maximum takeoff weights (MTOW) of ~93,000 tonnes versus
MTOW of 89,000 or less in standard A321-200s, and two additional
center tanks (ACT) for fuel.  Combined, these features increase
the range of these A321s more than otherwise available within the
A320 family of aircraft.  Fitch gives merit to the two
enhancements but makes more conservative assumptions compared to
industry sources when making these adjustments.  No adjustments
have been made to the A330-200s, powered by Trent 772B-60 from
Roll-Royce.

Collateral Coverage: LTV - Base Case
Fitch estimates the initial LTV at 57.1% for the A-tranche and
74.5% for the B-tranche on a cumulative basis, slightly higher
than the initial LTVs of 55.2% and 72.1% on the A and B
respectively in the prospectus.  Although Fitch's portfolio value
matches up to the prospectus, Fitch's initial LTVs (at the end of
the delivery period) are slightly higher due to the inclusion of
six months of depreciation not incorporated in the transaction
documents.  Fitch's base case also projects LTVs through the life
of the transaction using more conservative depreciation
assumptions (5% for the first 10 years, 6% for the next five years
and 8% for subsequent years).  While these assumptions are more
conservative than the depreciation rates in the prospectus, they
are in accordance with the depreciation rates applied to Fitch's
Tier 1 aircraft.  Using Fitch's steeper depreciation curve and the
amortizing schedule outlined in the prospectus and assuming no
cyclical fluctuations, Fitch estimates the LTV for the A-tranche
to gradually decline through the life of the deal, falling below
50% by 2020.

Collateral Coverage: LTV - Stress Case (Primary Rationale for A-
Tranche Rating)

Fitch's stress case simulates a severe downside scenario which
assumes aircraft rejection during a downturn.  Fitch puts the
aircraft collateral and structure through different ratings stress
scenarios based on Fitch's aircraft Tier classification, and
recalculates collateral coverage after applying these stresses to
determine the highest rating category where the senior A-tranche
LTV does not exceed 100%, as per Fitch's EETC criteria.  This
downside case reflecting a severe global aviation downturn is what
drives Fitch's senior tranche rating methodology.

Accordingly, in its stress case, Fitch assumes i) a full liquidity
draw that adds 6.3% LTV as the senior most claim, (ii) 5%
repossession and remarketing costs (iii) applies 10%-30% haircut
(Tier 1 value stresses) to the aircraft collateral to determine
the highest rating category where the senior A-tranche LTV does
not exceed 100%.  Fitch considers both the A321-200s and the A330-
200s in this pool to be Tier 1 aircraft, but applies harsher
stresses on the widebody A330s than the A321s.

With 636 aircraft in service among 65 global operators, the A321-
200 currently has better market penetration than its rival 737-
900ER (even with the latter's recent ramp-up in orders), but
trails its smaller sister A320 and its competing 737-800, which
are considered the most liquid types of narrowbody aircraft.  The
A321 program also has an order backlog of 431 aircraft, a number
exceeded by only a few other programs.  The A330-200 is a popular
widebody aircraft that has outperformed its rival 767 over the
last decade with a current fleet of 450 aircraft operated by 69
carriers worldwide.  With 97 outstanding orders, the backlog has
remained healthy despite looming competition from new aircraft
programs for mid-sized widebodies (787/A350).

The structure for this transaction passes Fitch's 'A' rating
category stresses as A-tranche LTVs remain below 100% in Fitch's
stress scenario through the life of the security, which suggests a
full recovery of principal for the bondholders with some headroom.
The highest LTVs in this stress scenario are experienced early in
the life of the deal and decline as the tranche amortizes.

The Affirmation Factor
Fitch's estimates the Affirmation Factor for the aircraft in this
portfolio to be very high as it includes both narrowbody (A321-
200) and widebody (A330-200) aircraft that are core to LCC's
fleet.  The inclusion of the A330-200 makes the Affirmation Factor
for this deal even stronger than the LCC 2012-1 transaction from
April which included A321s only and a few vintage aircraft. All
aircraft in this transaction are brand new.

A321-200: The A320 family of aircraft expected to be the only
single aisle planes in LCC's fleet going forward, once LCC phases
out the remaining 47 of its Boeing 737 vintage aircraft over the
next two years.  Within the A320 family, the A321 is becoming the
preferred variant as LCC (along with most of its U.S. peers) looks
to 'upgauge' in response to record load factors sustained
industry-wide over the last couple of years.  With 75 aircraft in
service by year-end, the A321-200 currently represent about 24% of
LCC's narrowbody fleet but is expected to become the largest
single-aisle fleet type once the 737s are retired, and LCC inducts
new deliveries from its current orderbook.  The flying range,
seating capacity and enhancements of the A321 give it an important
role in LCC's route map, making it an ideal plane for routes
between hub-to-hub or large cities.  As the airline's preferred
single-aisle aircraft, Fitch believes it is highly unlikely that
LCC would reject these planes in the case of a Chapter 11 filing.

A330-200: With 24% of its network in foreign destinations, LCC has
a limited international footprint, but the A330s are core to
serving those markets. LCC's international fleet currently employs
26 widebody aircraft --  seven A330-200s, nine A330-300s, 10 767-
200ERs, and a portion of its 757 fleet for thin trans-Atlantic
markets.  Once LCC takes delivery of the remaining aircraft from
its current orderbook, the A330-200s will represent the largest
portion of the widebody fleet over the next several years.  LCC
has 22 A350 on order, but the first delivery is not scheduled
until 2017 and will likely replace the older 767-200ERs.  With an
average age of 2.2 years, the A330-200s are the youngest aircraft
in LCC's fleet, and fully configured with the industry-leading
Envoy suite.  Accordingly, the A330-200s serve important business
destinations across the Atlantic including London, Heathrow and
Paris, while the older 767-200ERs predominantly serve leisure
markets like Venice, Amsterdam and Rio de Janeiro.  The A330s play
a critical role in LCC's international operations, therefore,
Fitch believes it is highly unlikely that LCC would reject these
planes in a potential default.

US AIRWAYS RATINGS
Fitch's IDR of 'B-' for US Airways' Inc. and parent LCC reflect
the consolidated entity's high lease-adjusted leverage, and
limited unencumbered asset base balanced by a significant
improvement in the carrier's traffic, and operating results and
liquidity profile.  Other factors supporting the ratings include
structural changes in the U.S. airline industry and LCC's relative
cost position, including no defined-benefit pension plan.  While
significant risks remain, Fitch believes LCC is in a better
position to withstand a weak operating environment than in the
past.

LCC's traffic performance has consistently outperformed the
industry average this year reflecting the carrier's dominant
position at its hubs, albeit at smaller cities.  The company's
decision to remain unhedged for fuel is a long-term concern in the
event of a fuel spike, but for now the strategy seems to be
working well, as LCC's fuel cost per gallon has been lower than
its hedged peers.  Importantly, the continued capacity discipline
exhibited by the major airlines has enabled LCC and its peers to
pass on fuel cost increases through higher fares, albeit at a
slower pace than last year.

Despite higher capital expenditures, LCC generated approximately
$189 million in free cash flow (2% margin) on an LTM basis,
reflecting stronger profitability and operating cash flow profile.
As of Sept. 30, 2012, LCC's lease-adjusted leverage as measured by
debt/EBITDAR improved to 6.1x from 7.4x end as of year-end 2011,
in-line with Fitch's expecations.  Nonetheless, debt-levels remain
elevated with looming maturities over the next two years,
including $1.1 billion term loan coming due in March 2014.  Fitch
expects LCC to be able to refinance the term loan in advance of
its maturity.  With very few unencumbered assets, LCC is highly
reliant on capital markets and external sources of liquidity, but
has maintained good access to diverse sources of funding over the
past several years.

The Rating Outlook is Stable.  A downgrade is unlikely absent a
drastic and sustained fuel or demand shock that would become a
liquidity event, with accompanying tightness in credit markets.
Another positive action is also unlikely as LCC's liquidity and
credit metrics are expected to remain stable through the course of
the year.

LCC's interest in merging with AMR has no impact on current
ratings or outlook.  Fitch views consolidation as a positive for
the industry and a potential combination with AMR would strengthen
LCC's network, and credit profile longer term despite near-term
challenges with integration.

Risk Factors
A potential concern for A321 future market values comes from the
introduction of the NEO (new engine option) version with CFM Leap-
X engines or Pratt & Whitney PW1100G engines, with anticipated
fuel savings of 15% over the CEO (current engine option) models.
The advent of the A321neo could pressure future market values of
the A321ceos longer-term.  However, Fitch views it as a bigger
threat to older generation aircraft rather than the aircraft in
this portfolio given that they are some of the youngest vintage of
this aircraft type.  The first delivery of the NEO option for the
A321 is not expected until 2017, and it will take some time to
produce a significant number of the new planes before it starts
pressuring market values.  The actual impact is hard to quantify
at this point without knowing the traded price of the new engine.
By the time the NEO gains significant market penetration, most of
the debt outstanding on the senior tranche will be paid down
through scheduled amortization (which also assumes an aggressive
depreciation curve).  Therefore, Fitch does not expect the impact
of the NEO to have a material effect on portfolio values for
transaction.  Another factor that could become a concern affecting
valuations and depreciation rates is Airbus' high planned A320
family production rates.

The advent of new technology aircraft in the widebody category
such as the 787 and A350 could pressure values of the A330 longer
term.  However, the higher list prices and sold-out production
slots of the new aircraft types should support A330 (and similar
widebodies) values over the near-to-intermediate term.

Fitch has assigned the following ratings:

US Airways 2012-2 Pass Through Trust

  -- Series 2012-2 class A certificates 'A-';
  -- Series 2012-2 class B certificates 'BB-'.

Fitch currently rates US Airways as follows:

US Airways Group, Inc

  -- IDR 'B-';
  -- Senior secured term loan due 2014 'BB-/RR1';
  -- Senior unsecured convertible notes due 2014 and 2020
     'CCC/RR6'.

US Airways Inc.

  -- IDR 'B-'.


ZAIS INVESTMENT VI: S&P Raises Ratings on 2 Note Classes to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised and removed from
CreditWatch with positive implications its ratings on the class A-
1, A-2a, A-2b, A-3, B-1, and B-2 notes from Zais Investment Grade
Ltd. VI, a U.S. collateralized debt obligation (CDO) transaction
backed by a majority of mezzanine and junior tranches from other
collateralized loan obligations (CLOs) and managed by Zais Group
LLC.

The upgrades reflect paydowns to the class A-1 notes, as well as
improvement in the credit quality of the underlying assets since
our February 2012 rating actions.

"The rating actions follow our review of the transaction's
performance using data from the trustee report dated Oct. 18,
2012," S&P said.

"The amount of 'CCC' rated collateral held in the transaction's
asset portfolio substantially declined since the time of our last
rating action. According to the Oct. 18, 2012, trustee report, the
transaction held $32.06 million in 'CCC' rated collateral, a drop
from the $57.69 million noted in the Jan. 19, 2012, trustee
report, which we used for our February 2012 rating actions," S&P
said.

Standard & Poors noted a slight increase in the trustee reported
information for defaulted securities; however, this increase did
not offset the benefit to the rated notes from the credit
improvement in the underlying collateral, as seen through the drop
in 'CCC' rated collateral. According to the October 2012 trustee
report, the transaction held $57.55 million in defaulted assets,
which was an increase from $54.26 million noted in the January
2012 trustee report.

Currently, the class B-1 and B-2 notes have an outstanding balance
of deferred interest--that is, interest that was owed to them on
previous payment dates that, by application of the priority of
payments, was left unpaid. The transaction is structured so that
the balance of deferred interest is added to the denominator of
the class B interest coverage test. Due to this feature, the
October 2012 trustee report reported the class B interest coverage
ratio at 49.49%, compared with a required minimum of 105.00%. This
failure is causing a diversion of available interest proceeds to
pay down the class A-1 notes, rather than making those proceeds
available to pay back the deferred interest balance on the class
B-1 and B-2 notes.

"This diversion of excess interest proceeds combined with post-
reinvestment period principal amortization has resulted in $74.40
million in paydowns to the class A-1 notes since our last rating
action. Consequently, the transaction's class A and B
overcollateralization (O/C) ratio tests have improved. To date,
the class A-1 notes have been paid down approximately 1.68%
of their original balance at issuance," S&P said.

"We note that the transaction has exposure to long-dated assets,
(i.e. assets maturing after the stated maturity of the CLO).
According to the October 2012 trustee report, the balance of
collateral with a maturity date after the stated maturity of the
transaction was $13.17 million and represented 5.90% of the
portfolio. Our analysis took into account the potential market
value and/or settlement related risk arising from the potential
liquidation of the remaining securities on the legal final
maturity date of the transaction," S&P said.

"Our review of this transaction included a cash flow analysis,
based on the portfolio and transaction as reflected in the
aforementioned trustee report, to estimate future performance. In
line with our criteria, our cash flow scenarios applied forward-
looking assumptions on the expected timing and pattern of
defaults, and recoveries upon default, under various interest rate
and macroeconomic scenarios. In addition, our analysis considered
the transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis demonstrated, in our view, that all of the rated
outstanding classes have adequate credit enhancement available at
the rating levels associated with this rating action," 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.

CAPITAL STRUCTURE AND KEY MODEL ASSUMPTIONS COMPARISON
                           Jan 2012         Oct 2012
Class                      Notional(mil.$) Notional(mil.$)
A-1                        77.85              3.45
A-2a                       54.75             54.75
A-2b                        8.25              8.25
A-3                        21.00             21.00
B-1                         6.72              6.72
B-2                        40.46             40.46

Weighted Average Spread     1.94%             1.82%
Class A O/C               165.66%           235.61%
Class B O/C               130.89%           157.95%
Class A Int. Cov. Test    179.07%           234.46%
Class B Int. Cov. Test     56.43%            49.49%

            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

Zais Investment Grade Ltd. VI
                       Rating
Class              To           From
A-1                AAA (sf)     AA+ (sf)/Watch Pos
A-2a               AA+ (sf)     A+ (sf)/Watch Pos
A-2b               AA+ (sf)     A+ (sf)/Watch Pos
A-3                AA (sf)      A (sf)/Watch Pos
B-1                BB+ (sf)     B+ (sf)/Watch Pos
B-2                BB+ (sf)     B+ (sf)/Watch Pos


* Moody's Cuts Ratings on $200.4-Mil. Prime RMBS Tranches
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 27
tranches from three RMBS transactions issued by miscellaneous
issuers. The collateral backing these deals primarily consists of
first-lien, fixed-rate Prime Jumbo residential mortgages. The
actions impact approximately $200.4 million of RMBS issued from
2003 and 2004.

Complete rating actions are as follows:

Issuer: GSR Mortgage Loan Trust 2003-10

Cl. 1A1, Downgraded to Baa2 (sf); previously on Mar 21, 2012
Confirmed at A1 (sf)

Cl. 1A8, Downgraded to Baa2 (sf); previously on Mar 21, 2012
Confirmed at A1 (sf)

Cl. 1A11, Downgraded to Baa2 (sf); previously on Mar 21, 2012
Confirmed at A1 (sf)

Cl. 1A12, Downgraded to Ba1 (sf); previously on Mar 21, 2012
Confirmed at A2 (sf)

Cl. 2A1, Downgraded to A3 (sf); previously on Apr 21, 2011
Downgraded to A1 (sf)

Cl. 3A1, Downgraded to Baa2 (sf); previously on Apr 21, 2011
Downgraded to A1 (sf)

Cl. 2A2, Downgraded to Ba1 (sf); previously on Mar 21, 2012
Confirmed at A2 (sf)

Issuer: MASTR Asset Securitization Trust 2004-1

Cl. 2-A-1, Downgraded to A2 (sf); previously on Apr 28, 2011
Downgraded to Aa3 (sf)

Cl. 1-A-10, Downgraded to A2 (sf); previously on Apr 28, 2011
Downgraded to Aa2 (sf)

Cl. 1-A-11, Downgraded to A2 (sf); previously on Apr 28, 2011
Downgraded to Aa2 (sf)

Cl. 15-PO, Downgraded to A2 (sf); previously on Apr 28, 2011
Downgraded to Aa3 (sf)

Cl. 3-A-6, Downgraded to Baa1 (sf); previously on Apr 28, 2011
Downgraded to Aa3 (sf)

Cl. 3-A-7, Downgraded to A3 (sf); previously on Apr 28, 2011
Downgraded to Aa3 (sf)

Cl. 3-A-8, Downgraded to Baa2 (sf); previously on Apr 28, 2011
Downgraded to A1 (sf)

Cl. 5-A-4, Downgraded to A3 (sf); previously on Apr 28, 2011
Downgraded to Aa3 (sf)

Cl. 5-A-8, Downgraded to A3 (sf); previously on Apr 28, 2011
Downgraded to Aa3 (sf)

Cl. 5-A-13, Downgraded to A3 (sf); previously on Apr 28, 2011
Downgraded to Aa3 (sf)

Cl. 5-A-18, Downgraded to A1 (sf); previously on Apr 28, 2011
Downgraded to Aa1 (sf)

Cl. 5-A-19, Downgraded to A3 (sf); previously on Apr 28, 2011
Downgraded to Aa3 (sf)

Cl. 5-A-20, Downgraded to Baa1 (sf); previously on Apr 28, 2011
Downgraded to Aa3 (sf)

Cl. B-2, Downgraded to Caa2 (sf); previously on Apr 28, 2011
Downgraded to B2 (sf)

Cl. B-3, Downgraded to Ca (sf); previously on Apr 28, 2011
Downgraded to Caa3 (sf)

Issuer: RFMSI Series 2004-S8 Trust

Cl. A-4, Downgraded to Baa1 (sf); previously on Apr 21, 2011
Downgraded to A1 (sf)

Cl. A-9, Downgraded to Baa1 (sf); previously on Apr 21, 2011
Downgraded to A1 (sf)

Cl. A-10, Downgraded to Baa1 (sf); previously on Feb 22, 2012
Downgraded to A1 (sf)

Cl. A-11, Downgraded to Baa3 (sf); previously on Apr 21, 2011
Downgraded to A3 (sf)

Cl. A-P, Downgraded to Baa1 (sf); previously on Apr 21, 2011
Downgraded to A1 (sf)

Ratings Rationale

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

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

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

To project losses on pools with fewer than 100 loans, Moody's
first estimates a "baseline" average rate of new delinquencies for
the pool that is set at 3% for Jumbo and which is typically higher
than the average rate of new delinquencies for larger pools. Once
the baseline rate is set, further adjustments are made based on 1)
the number of loans remaining in the pool and 2) the level of
current delinquencies in the pool. The fewer the number of loans
remaining in the pool, the higher the volatility in performance.
Once the loan count in a pool falls below 76, the rate of
delinquency is increased by 1% for every loan less than 76. For
example, for a pool with 75 loans, the adjusted rate of new
delinquency would be 3.03%. In addition, if current delinquency
levels in a small pool is low, future delinquencies are expected
to reflect this trend. To account for that, the rate calculated
above is multiplied by a factor ranging from 0.75 to 2.5 for
current delinquencies ranging from less than 2.5% to greater than
10% respectively. Delinquencies for subsequent years and ultimate
expected losses are projected using the approach described in the
methodology publication listed above.

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 7.8% in September 2012. Moody's forecasts a
further drop to 7.5% by 2014. 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_SF308798

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

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


* Moody's Takes Rating Actions on $213-Mil. Prime Jumbo RMBS
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 34
tranches from seven RMBS transactions issued by miscellaneous
issuers, backed by Prime loans, and issued between 2002 and 2004.

Complete rating actions are as follows:

Issuer: ABN AMRO Mortgage Corporation, Multi-Class Pass-Through
Certificates, Series 2003-13

Cl. A-P, Downgraded to Aa3 (sf); previously on Mar 1, 2004
Assigned Aaa (sf)

Cl. A-3, Downgraded to Aa3 (sf); previously on Mar 1, 2004
Assigned Aaa (sf)

Cl. A-7, Downgraded to A1 (sf); previously on Mar 1, 2004 Assigned
Aaa (sf)

Issuer: Chase Mortgage Finance Trust, Series 2003-S4

Cl. IA-1, Downgraded to A1 (sf); previously on Apr 22, 2011
Downgraded to Aa2 (sf)

Cl. IIA-1, Downgraded to A1 (sf); previously on Apr 22, 2011
Downgraded to Aa2 (sf)

Cl. IA-10, Downgraded to A1 (sf); previously on Apr 22, 2011
Downgraded to Aa2 (sf)

Cl. IA-P, Downgraded to A1 (sf); previously on Apr 22, 2011
Downgraded to Aa2 (sf)

Cl. IIA-3, Downgraded to A1 (sf); previously on Apr 22, 2011
Downgraded to Aa2 (sf)

Cl. IIA-P, Downgraded to A1 (sf); previously on Apr 22, 2011
Downgraded to Aa2 (sf)

Issuer: CWMBS Mortgage Pass-Through Trust 2004-HYB1

Cl. 1-A, Downgraded to Ba3 (sf); previously on Apr 28, 2011
Downgraded to Ba1 (sf)

Cl. 2-A, Downgraded to Ba3 (sf); previously on Mar 2, 2012
Confirmed at Ba1 (sf)

Cl. M, Downgraded to Ca (sf); previously on Apr 28, 2011
Downgraded to Caa3 (sf)

Issuer: CHL Mortgage Pass-Through Trust 2002-36

Cl. A-18, Downgraded to A1 (sf); previously on Dec 19, 2002
Assigned Aaa (sf)

Cl. A-19, Downgraded to A1 (sf); previously on Dec 19, 2002
Assigned Aaa (sf)

Cl. A-22, Downgraded to A1 (sf); previously on Dec 19, 2002
Assigned Aaa (sf)

Cl. PO, Downgraded to A1 (sf); previously on Dec 19, 2002 Assigned
Aaa (sf)

Cl. A-24, Downgraded to A2 (sf); previously on Sep 1, 2004
Upgraded to Aaa (sf)

Issuer: CHL Mortgage Pass-Through Trust 2003-4

Cl. 1-A-7, Downgraded to A3 (sf); previously on Apr 21, 2011
Downgraded to Aa2 (sf)

Cl. 1-A-13, Downgraded to A3 (sf); previously on Apr 21, 2011
Downgraded to Aa2 (sf)

Cl. 1-A-14, Downgraded to A3 (sf); previously on Apr 21, 2011
Downgraded to Aa2 (sf)

Cl. 1-A-15, Downgraded to A3 (sf); previously on Apr 21, 2011
Downgraded to Aa2 (sf)

Cl. 2-A-1, Downgraded to A2 (sf); previously on Apr 21, 2011
Downgraded to Aa2 (sf)

Cl. PO, Downgraded to Baa1 (sf); previously on Apr 21, 2011
Downgraded to Aa3 (sf)

Issuer: First Horizon Mortgage Pass-Through Trust 2004-6

Cl. I-A-2, Downgraded to Ba1 (sf); previously on Apr 19, 2011
Downgraded to Baa2 (sf)

Cl. I-A-3, Downgraded to Baa3 (sf); previously on Apr 19, 2011
Downgraded to A2 (sf)

Cl. I-A-4, Downgraded to Ba3 (sf); previously on Apr 19, 2011
Downgraded to Ba1 (sf)

Cl. I-A-PO, Downgraded to Ba1 (sf); previously on Apr 19, 2011
Downgraded to Baa2 (sf)

Cl. I-A-7, Downgraded to Ba1 (sf); previously on Feb 22, 2012
Downgraded to Baa1 (sf)

Issuer: GMACM Mortgage Loan Trust 2004-J2

Cl. A-8, Downgraded to Ba1 (sf); previously on Apr 21, 2011
Downgraded to Baa2 (sf)

Financial Guarantor: MBIA Insurance Corporation (Downgraded to
Caa2, Outlook Developing on Nov 19, 2012)

Cl. A-9, Downgraded to Baa3 (sf); previously on Apr 21, 2011
Downgraded to A3 (sf)

Cl. A-10, Downgraded to Baa3 (sf); previously on Apr 21, 2011
Downgraded to Baa1 (sf)

Cl. A-11, Downgraded to Ba2 (sf); previously on Apr 21, 2011
Downgraded to Baa3 (sf)

Cl. A-12, Downgraded to Ba2 (sf); previously on Apr 21, 2011
Downgraded to Baa2 (sf)

Cl. PO, Downgraded to Ba1 (sf); previously on Apr 21, 2011
Downgraded to Baa2 (sf)

RATINGS RATIONALE

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

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

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

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
originated before 2005, Moody's first applies a baseline
delinquency rate of 3.0%. 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 pool with 75 loans, the
adjusted rate of new delinquency would be 3.03%. In addition, if
current delinquency levels in a small pool is low, future
delinquencies are expected to reflect this trend. To account for
that, the rate calculated above is multiplied by a factor ranging
from 0.75 to 2.5 for current delinquencies ranging from less than
2.5% to greater than 10% respectively. Delinquencies for
subsequent years and ultimate expected losses are projected using
the approach described in the methodology publication.

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 results, 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 September 2011 to 7.8% in September 2012. Moody's
forecasts a further drop to 7.5% by 2014. Moody's expects house
prices to drop another 1% from their 4Q2011 levels before
gradually rising towards the end of 2013. Performance of RMBS
continues to remain highly dependent on servicer procedures. Any
change resulting from servicing transfers or other policy or
regulatory change can impact the performance of these
transactions.

A list of these actions including CUSIP identifiers may be found
at http://moodys.com/viewresearchdoc.aspx?docid=PBS_SF308795

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

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


* Moody's Takes Rating Actions on $182-Mil. Subprime RMBS
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of nine
tranches and upgraded the ratings of four tranches from ten RMBS
transactions backed by Subprime loans issued by various trusts
from 2001 to 2004.

Ratings Rationale

The actions are a result of the recent performance review of
Subprime pools originated before 2005 and reflect Moody's updated
loss expectations on these pools. In addition, the ratings on
Class M-1 in C-Bass 2003-CB3 takes into account the unpaid
interest shortfall on the tranche.

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

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

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

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

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

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

The primary sources of assumption uncertainty are Moody's central
macroeconomic forecast and performance volatility as a result of
servicer-related activity such as modifications. The unemployment
rate fell from 8.9% in October 2011 to 7.9% in October 2012.
Moody's forecasts a unemployment central range of 7.5 to 8.5 for
the 2013 year. Moody's expects housing prices to remain stable
through the remainder of 2012 before gradually rising towards the
end of 2013. Performance of RMBS continues to remain highly
dependent on servicer activity such as modification-related
principal forgiveness and interest rate reductions. Any change
resulting from servicing transfers or other policy or regulatory
change can also impact the performance of these transactions.

Complete rating actions are as follows:

Issuer: C-BASS 2003-CB3 Trust

Cl. M-1, Downgraded to B1 (sf); previously on Mar 10, 2011
Downgraded to Ba1 (sf)

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2004-CB2

M-1, Downgraded to B2 (sf); previously on Mar 10, 2011 Downgraded
to Ba3 (sf)

Issuer: CDC Mortgage Capital Trust 2002-HE2

Cl. M-1, Downgraded to B1 (sf); previously on Mar 18, 2011
Downgraded to Ba3 (sf)

Issuer: CDC Mortgage Capital Trust 2003-HE1

Cl. M-1, Upgraded to Ba1 (sf); previously on Mar 18, 2011
Downgraded to Ba3 (sf)

Cl. M-2, Upgraded to Caa2 (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Issuer: Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD
2001-C

Cl. AF-A, Upgraded to Baa3 (sf); previously on Mar 7, 2011
Downgraded to Ba3 (sf)

Issuer: Long Beach Mortgage Loan Trust 2004-5

Cl. A-5, Downgraded to Ba3 (sf); previously on Mar 8, 2011
Downgraded to Ba1 (sf)

Cl. A-6, Downgraded to Caa1 (sf); previously on Mar 8, 2011
Downgraded to B2 (sf)

Issuer: MASTR Asset Securitization Trust 2002-NC1

Cl. M-3, Downgraded to B2 (sf); previously on Mar 11, 2011
Downgraded to Ba2 (sf)

Issuer: Morgan Stanley ABS Capital I Inc. Mortgage Loan Asset-
Backed Certificates, Series 2001-WF1

Cl. A-1, Downgraded to A3 (sf); previously on Mar 15, 2011
Downgraded to A1 (sf)

Issuer: Home Equity Mortgage Loan Asset-Backed Trust Series SPMD
2002-A

Cl. M-1, Downgraded to Caa2 (sf); previously on Mar 7, 2011
Downgraded to B2 (sf)

Cl. AF-4, Downgraded to A3 (sf); previously on Mar 7, 2011
Downgraded to A1 (sf)

Issuer: New Century Home Equity Loan Trust, Series 2004-4

Cl. M-2, Upgraded to B3 (sf); previously on Mar 18, 2011
Downgraded to Caa2 (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF309383

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

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


* Moody's Takes Rating Actions on $121-Mil. Subprime RMBS
---------------------------------------------------------
Moody's Investors Service has downgraded the rating of six
tranches, and upgraded five tranches from various financial
institutions, backed by Subprime loans.

Ratings Rationale

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

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

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

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

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

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

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

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

The primary sources of assumption uncertainty are Moody's central
macroeconomic forecast and performance volatility as a result of
servicer-related activity such as modifications. The unemployment
rate fell from 8.9% in October 2011 to 7.9% in October 2012.
Moody's expects unemployment rate to stay between 7.5% to 8.5% in
2013. Moody's expects housing prices to remain stable through the
remainder of 2012 before gradually rising towards the end of 2013.
Performance of RMBS continues to remain highly dependent on
servicer activity such as modification-related principal
forgiveness and interest rate reductions. Any change resulting
from servicing transfers or other policy or regulatory change can
also impact the performance of these transactions.

Complete rating actions are as follows:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2003-
FM1

Cl. M-1, Downgraded to B1 (sf); previously on Mar 15, 2011
Downgraded to Ba3 (sf)

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2004-
HS1

Cl. M-1, Upgraded to Caa1 (sf); previously on Mar 15, 2011
Downgraded to Caa2 (sf)

Issuer: Ameriquest Mortgage Securities Inc., Series 2004-R1

Cl. A-1B, Downgraded to Baa2 (sf); previously on Mar 29, 2011
Downgraded to Baa1 (sf)

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-4

Cl. M-1, Downgraded to Baa2 (sf); previously on Mar 15, 2011
Downgraded to A1 (sf)

Issuer: CWABS, Inc., Asset-Backed Certificates, Series 2004-BC3

Cl. M-2, Downgraded to B1 (sf); previously on Mar 17, 2011
Downgraded to Ba1 (sf)

Issuer: Encore Credit Corp. Series 2003-1

Cl. M1, Upgraded to Ba3 (sf); previously on Apr 11, 2011
Downgraded to B3 (sf)

Issuer: First Franklin Mortgage Loan Trust 2003-FF1

Cl. A-1, Downgraded to Baa2 (sf); previously on Mar 15, 2011
Downgraded to Baa1 (sf)

Cl. M-1, Downgraded to Caa1 (sf); previously on Mar 15, 2011
Downgraded to B1 (sf)

Issuer: First Franklin Mortgage Loan Trust 2004-FF2

Cl. M-1, Upgraded to Ba1 (sf); previously on Mar 15, 2011
Downgraded to Ba3 (sf)

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

Cl. M-3, Upgraded to Caa3 (sf); previously on Mar 15, 2011
Downgraded to C (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF308963

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

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


* Moody's Takes Rating Actions on $44-Mil. Subprime RMBS
--------------------------------------------------------
Moody's Investors Service has upgraded the rating of three
tranches from various financial institutions, backed by Subprime
loans.

Ratings Rationale

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

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

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

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

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

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

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

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

The primary sources of assumption uncertainty are Moody's central
macroeconomic forecast and performance volatility as a result of
servicer-related activity such as modifications. The unemployment
rate fell from 9.0% in September 2011 to 7.9% in November 2012.
Moody's expects unemployment to stay between 7.5% to 8.5% in 2013.
Moody's expects housing prices to remain stable through the
remainder of 2012 before gradually rising towards the end of 2013.
Performance of RMBS continues to remain highly dependent on
servicer activity such as modification-related principal
forgiveness and interest rate reductions. Any change resulting
from servicing transfers or other policy or regulatory change can
also impact the performance of these transactions.

Complete rating actions are as follows:

Issuer: Home Equity Loan Asset-Backed Certificates, Series 2001-2

Cl. AF, Upgraded to B3 (sf); previously on Mar 13, 2011 Downgraded
to Caa1 (sf)

Issuer: Option One Mortgage Loan Trust 2004-1

Cl. M-1, Upgraded to B1 (sf); previously on Mar 18, 2011
Downgraded to B3 (sf)

Issuer: Structured Asset Securities Corp 2003-BC2

Cl. M-3, Upgraded to Caa1 (sf); previously on Mar 7, 2011
Downgraded to Ca (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF309395

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

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


* S&P Lowers Ratings on 644 Classes From 194 US RMBS Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 644
classes from 149 U.S. residential mortgage-backed securities
(RMBS) transactions and removed 407 of them from CreditWatch with
negative implications, 54 of them from CreditWatch with developing
implications, and one of them from CreditWatch with positive
implications. "We also raised our ratings on 24 classes from 14
transactions and removed 14 of them from CreditWatch positive,
four of them from CreditWatch developing, and one of them from
CreditWatch negative. We also affirmed our ratings on 665 classes
from 184 transactions and removed 48 of them from CreditWatch
negative, 11 from CreditWatch developing, and one from CreditWatch
positive. We also withdrew our ratings on 54 classes from 27
transactions and removed 52 of them from CreditWatch negative,"
S&P said.

The complete CreditWatch list is available for free at:

   http://bankrupt.com/misc/S&P_US_RMBS_AltA_RatingActions_12_3_12.pdf

The transactions in this review were issued between 2002 and 2007
and are backed primarily by adjustable- and fixed-rate Alt-A and
Neg-am mortgage loans secured primarily by first liens on one- to
four-family residential properties.

"On Aug. 15, 2012, we placed our ratings on 594 classes from 89
transactions within this review on CreditWatch negative, positive,
or developing, along with ratings from a group of other RMBS
securities after implementing 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
using the new methodology and assumptions and 's rating actions
resolve some of the CreditWatch placements; an overview of the
directional change of the CreditWatch resolutions is," S&P said:

                              3 or fewer       More than 3
From         Affirmations      notches           notches
                             Up      Down      Up      Down
Watch Pos          1          8        1        6        0
Watch Neg         48          1      124        0      283
Watch Dev         11          2       48        2        6

"The high number of CreditWatch negative placements reflected our
projection that remaining losses for most of the transactions in
this review will increase. We may have also placed our ratings on
CreditWatch negative for certain structures that had reduced
forecasted losses due to an increased multiple of loss coverage
for certain investment-grade rated tranches as set forth in our
revised criteria," S&P said.

Increases in 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;

    A substantial portion of nondelinquent loans now categorized
    as reperforming (many of these loans have been modified) and
    having a projected default frequency of between 30% and 45%;

    Increased roll-rates for 30- and 60-day delinquent loans;

    An overall continued elevated level of observed loss
    severities.  S&P used deal- or shelf-specific loss severities
    for the majority of the transactions within this review: 56%
    of the structures had loss severities that were greater than
    the default loss severity for its respective cohort; and

    Principal losses resulting from interest shortfalls in
    transactions where principal and interest are commingled.

Shelf                                               No.deals/
                                                    structures
Name                                                reviewed
Adjustable Rate Mortgage Trust  (ARMT)              1/2
Alternative Loan Trust  (CWA0)                      17/17
Ameriquest Mortgage Securities Inc. (AMQ0)          1/1
Banc of America Alternative Loan Trust  (BAA0)      1/1
Bear Stearns ALT-A Trust  (BSAA)                    9/12
Chevy Chase Funding LLC (CCF0)                      1/1
Citicorp Residential Mortgage Trust  (CTRM)         1/1
Citigroup Mortgage Loan Trust Inc. (CML0)           1/2
Credit Suisse First Boston Mtg Sec. Corp. (CSF0)    6/12
CSFB Mortgage-Backed Trust  (CSF0)                  1/1
Deutsche Alt-A Securities (DAA0)                    2/2
Deutsche Alt-B Securities Mortgage Loan Tr (DAB0)   2/2
Deutsche Mortgage Securities Inc Mtg Loan Tr (DMS0) 2/4
First Horizon Alternative Mortgage Sec Tr (FHAT)    14/14
First Horizon Mortgage Pass-Through Trust  (FHMT)   1/1
GSAA Home Equity Trust  (GSAA)                      25/26
GSC Capital Corp. Mortgage Trust  (GSCM)            1/1
Harborview Mortgage Loan Trust  (HVML)              2/2
HomeBanc Mortgage Trust  (HMT0)                     3/3
Homestar Mortgage Acceptance Corp. (HMS0)           1/1
Impac CMB Trust  (IMHE)                             1/1
Impac Secured Assets Corp. (ISC0)                   2/2
IndyMac IMSC Mortgage Loan Trust  (IMSC)            1/1
IndyMac INDA Mortgage Loan Trust  (INA0)            3/4
IndyMac INDX Mortgage Loan Trust  (INX0)            27/32
JPMorgan Alternative Loan Trust  (JMA0)             2/3
JPMorgan Mortgage Trust  (JPM0)                     1/1
Lehman Mortgage Trust  (LMT0)                       4/5
Lehman XS Trust (LXS0)                              8/15
Luminent Mortgage Trust  (LUM0)                     2/3
MASTR Adjustable Rate Mortgages Trust  (MARM)       2/2
MASTR Alternative Loan Trust  (MALT)                4/4
Merrill Lynch Alternative Note Asset Trust  (MLA0)  2/2
Merrill Lynch Mortgage Investors Trust  (MLM0)      2/3
Morgan Stanley Mortgage Loan Trust  (MSM0)          12/17
New Century Alternative Mortgage Loan Trust  (NCA0) 1/1
Nomura Asset Acceptance Corporation (NAA0)          9/14
Nomura Home Equity Loan (NMWL)                      1/2
Nomura Home Equity Loan Inc. (NMHE)                 1/1
Opteum Mortgage Acceptance Corporation (OMAC)       2/2
PHH Alternative Mortgage Trust (PHHA)               2/4
Prime Mortgage Trust  (PRT0)                        1/1
RALI Trust (RFC0)                                   20/20
Residential Asset Securitization Trust  (RAS0)      30/31
Structured Adjustable Rate Mortgage Loan Tr (SAR0)  2/2
Structured Asset Securities Corp. (SAS0)            1/1
Washington Mutual Mtg Pass-Thr Cert WMALT Tr (WAL0) 1/1
Wells Fargo Alternative Loan Trust  (WFA0)          1/1

The tables detail information by vintage and on each reviewed
shelf as of October 2012.

Structure Count

Vintage   Alt-A   Neg-Am   Prime   High-LTV
2002      9
2003      32
2004      32      1
2005      63      2
2006      87      2
2007      54

Total DQ (%)

Vintage   Alt-A   Neg-Am
2002      14.86
2003      14.41
2004      20.12   24.42
2005      23.65   38.35
2006      32.78   45.54
2007      32.77

Severe DQ (%)

Vintage   Alt-A   Neg-Am
2002       8.41
2003      10.07
2004      16.11   18.69
2005      18.05   31.21
2006      27.29   41.33
2007      27.63

Losses and Delinquencies*

Shelf     Avg. Pool    Cum. Loss   Serious DQ    Total DQ
Name      Factor (%)   Avg. (%)    Avg. (%)      Avg. (%)
AMQ0      19.45         0.61        3.86          6.10
ARMT      13.76         3.73       18.17         20.68
BAA0      15.26         0.52        3.82          5.01
BSAA      17.37         6.02       23.50         27.11
CCF0       9.37         1.10       18.69         24.42
CML0      21.93         6.44       25.52         31.38
CSF0       5.57         0.96       15.52         19.60
CTRM      43.64         6.88       12.54         17.14
CWA0      20.65         1.79       14.06         19.96
CWF0      12.94         0.53        9.76         14.61
DAA0      11.50         0.89        9.93         12.34
DAB0      32.56        17.50       31.83         36.18
DMS0      15.67         1.73       18.24         21.42
FHA0      29.55        10.60       15.81         17.82
FHAT      36.33         7.56       14.19         18.98
FHMT      36.47         4.50       11.31         13.59
GSAA      33.90        16.44       27.93         31.09
GSCM      28.82        13.31       32.82         38.84
HMS0      14.50         2.06        8.09          9.63
HMT0      44.88        10.10       22.76         25.77
HVML      31.89        15.25       37.78         40.89
IMHE      16.06         6.61       25.80         27.94
IMSC      48.46        14.09       22.68         30.60
INA0      38.43        10.35       15.75         19.13
INX0      37.35        10.72       17.75         25.59
ISC0      18.51        13.89       18.25         24.73
JMA0      37.37        13.53       30.56         37.46
JPM0      34.16         8.06       15.63         22.82
LMT0      41.96        11.67       23.35         30.31
LUM0      34.07        15.95       29.29         33.51
LXS0      30.63        19.42       30.86         34.92
MALT      37.78        12.14       26.32         34.51
MARM      37.36        23.41       33.45         39.10
MLA0      36.49        29.08       41.84         44.67
MLM0      30.74        11.49       28.45         32.25
MSM0      36.89        17.48       29.28         34.27
NAA0      24.37        16.63       35.52         38.63
NCA0      35.71        12.26       21.70         24.77
NMHE      42.94        19.56       52.62         55.74
NMWL      36.04        26.75       42.46         46.89
OMAC      31.02        17.18       15.29         19.59
PHHA      45.64        10.48       21.69         23.51
PRT0      36.47         7.17       17.52         23.91
RAS0      39.00         8.18       17.98         26.07
RFC0      14.97         2.08        9.44         15.13
SAR0       8.33         5.05       21.48         24.20
SAS0      11.72         2.40       26.27         30.95
WAL0      38.72         3.43       11.90         17.34
WFA0      13.71         8.25       32.06         39.22

*Cumulative losses represent the percentage of the original pool
balance, and total and severe delinquencies represent the
percentage of the current pool balance.

Shelf      # IG         # Non-IG    # IG to       # Down/Up
Name       Affirmed     Affirmed    Non-IG        >3 notches
AMQ0       1            0           2             5/0
ARMT       0            2           0             6/0
BAA0       0            1           1             8/0
BSAA       3            15          3             21/0
CCF0       0            1           0             3/0
CML0       2            8           0             0/0
CSF0       1            12          12            25/0
CTRM       0            4           4             4/0
CWA0       11           14          11            22/0
CWF0       4            16          18            51/0
DAA0       0            4           3             7/0
DAB0       3            0           0             0/0
DMS0       2            5           3             6/0
FHA0       0            1           0             0/0
FHAT       0            17          5             10/0
FHMT       0            5           0             0/0
GSAA       5            104         1             1/0
GSCM       0            0           0             0/0
HMS0       0            2           1             3/0
HMT0       0            14          0             0/0
HVML       1            3           0             0/0
IMHE       0            3           0             0/0
IMSC       0            0           0             0/0
INA0       0            5           0             0/0
INX0       0            54          2             8/0
ISC0       0            11          0             0/0
JMA0       0            7           0             0/0
JPM0       0            6           0             0/0
LMT0       0            15          0             0/0
LUM0       0            3           0             0/0
LXS0       1            25          0             0/4
MALT       0            1           0             0/0
MARM       0            2           0             0/0
MLA0       0            13          0             0/0
MLM0       0            9           0             0/0
MSM0       0            74          0             0/0
NAA0       14           16          0             0/0
NCA0       0            0           0             0/0
NMHE       0            4           0             0/0
NMWL       0            4           0             0/0
OMAC       0            6           0             0/0
PHHA       0            7           0             0/0
PRT0       0            0           0             0/0
RAS0       0            61          0             4/0
RFC0       7            22          51            105/2
SAR0       3            1           0             0/0
SAS0       0            2           0             0/2
WAL0       1            24          0             0/0
WFA0       2            1           0             0/0

IG -- Investment grade.

"In line with the factors, we revised our remaining loss
projections for all of the transactions in this review from our
previous projections. Because many of these transactions had
increased loss projections, 46% of the rating actions in this
review were downgrades. Most of the remaining actions were
affirmations," S&P said.

"Despite the increase in remaining projected losses for many of
the transactions, we upgraded 24 classes from 14 Alt-A
transactions. The upgrades reflect sufficient credit enhancement
to support projected losses at the rating level. Some of these
classes are the most senior tranches outstanding in their
respective transactions. Our decisions on these classes primarily
reflected the structural mechanics of these transactions, namely
situations where cumulative loss triggers embedded in the deals
have failed, causing additional principal to be distributed
sequentially, which helps prevent credit support erosion and
increases the likelihood that these tranches will receive their
full share of principal payments prior to the realization of our
projected losses. Other classes have been upgraded due to an
extended loss curve that increases the amount of excess spread
available for credit support in our projections. Lastly, the
upgrades of some senior classes that receive principal and
interest from a particular loan group were due to better projected
group level performance," S&P said.

"We raised our rating on class IV-M-1 from Credit Suisse First
Boston Mortgage Securities Corp. 2004-AR3 to 'AAA (sf)' from 'AA
(sf)' and removed it from CreditWatch negative. The previous
CreditWatch placement was due to its small loan count and inherent
tail risk. However, this class has significant credit support to
withstand our projected losses at the 'AAA' rating level, in
addition to the benefits of being first in a sequential pay
structure," S&P said.

"We affirmed our ratings on 665 classes from 184 transactions and
removed 48 of them from CreditWatch negative, 11 of them from
CreditWatch developing, and one of them from CreditWatch positive.
We rate 596 of these classes 'CCC (sf)' or 'CC (sf)'. We believe
that the projected credit support for these classes will remain
insufficient to cover the revised projected losses. Conversely,
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 lowered our ratings on 644 classes from 149 transactions. We
downgraded 117 of these classes out of investment-grade, including
22 that we downgraded to 'CCC (sf)'. Another 288 ratings remain at
investment-grade after being lowered. We already rated the
remaining downgraded classes in the speculative-grade category
prior to 's actions. We lowered our ratings on 58 classes to 'D
(sf)' due to interest shortfalls, and on 69 classes to 'D (sf)'
due to observed principal writedowns," S&P said.

"Senior tranches accounted for the bulk of the lowered ratings;
the remaining downgrades affected mezzanine classes. Contrary to
the characteristics that distinguished the upgrades and
affirmations highlighted above, these downgraded tranches
generally did not exhibit either a high priority in payment or a
short projected life," S&P said.

"The downgrades were primarily due to significantly greater
lifetime loss projections driven by increased loss severities and
loans classified as reperforming, which caused an increase in our
projected default rates on nondelinquent loans. Also, ratings that
we lowered that remain at investment-grade were primarily driven
by our increased stress multiples applied to ratings 'A (sf)' and
above," S&P said.

Securities will be rated no higher than 'AA+ (sf)' in transactions
that have shifting-interest pay mechanisms, are not failing their
lifetime cumulative loss trigger, and do not benefit from a credit
enhancement floor or an equivalent functional mechanism. Some
transactions may be passing their cumulative loss triggers but are
failing their current delinquency triggers. However, the payment
priority of the deals that are failing their current delinquency
triggers may still allow for additional allocation of principal to
the subordinate classes if, in the future, they begin passing
their delinquency triggers.

"We lowered our ratings on class I-A-2 and I-A-3 from Bear Stearns
Alt-A Trust 2003-5 to 'AA+ (sf)' from 'AAA (sf)' due to interest
shortfalls in accordance with our interest shortfall criteria,"
S&P said.

"We lowered our rating on class II-A-1 from Opteum Mortgage
Acceptance Corporation 2005-4 to 'BBB+ (sf)' from 'A- (sf)' and
removed it from CreditWatch positive due to an adjustment to the
transaction's rating stress multiples," S&P said.

"We withdrew our ratings on 49 classes from 21 transactions in
accordance with our interest-only criteria because the referenced
classes no longer sustained ratings above 'A+ (sf)'. We withdrew
our ratings on four classes from four other transactions due to
principal paydowns," S&P said.

"Some of the reviewed transactions were backed by a small
remaining population of mortgage loans. We address tail risk in
transactions by conducting additional loan-level analysis that
stresses the loan concentration risk within the applicable
transactions. We withdrew our ratings on class IV-M-2 from Credit
Suisse First Boston Mortgage Securities Corp. 2003-AR12 because
the related structure had less than 20 loans outstanding," 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 as applicable generally provide credit support for these
Alt-A and Neg-am transactions. Some classes may also benefit from
bond insurance. In these cases, the long-term rating on the class
reflects the higher of the rating on the bond insurer and the
underlying credit rating on the security without the benefit of
such bond insurance.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com


* S&P Lowers Ratings on 244 Cert. Classes From 157 RMBS to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
on 244 classes of mortgage pass-through certificates from 157 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_12_3_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 66.94% of the defaulted classes were from
transactions backed by Alternative-A (Alt-A) or prime jumbo
mortgage loan collateral. The 244 defaulted classes consist of:

    106 classes from Alt-A transactions (43.67% of all defaults);
    57 from prime jumbo transactions (23.27%);
    34 from subprime transactions (13.88%);
    32 from RMBS negative amortization transactions (13.06%);
    Nine from resecuritized real estate mortgage investment
    conduit (re-REMIC) transactions;
    Two from first-lien high LTV transaction;
    One from RMBS Federal Housing Administration/Veterans Affairs
    transaction;
    One from outside the guidelines transaction;
    One from re-performing transaction; and
    One from risk transfer transaction.

A combination of subordination, excess spread, and
overcollateralization (where applicable) provide credit
enhancement for all of the transactions in this review.

Standard & Poor's will continue to monitor its ratings on
securities that experience principal write-downs, and it will
adjust its ratings as it considers appropriate in accordance with
its criteria.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com


* S&P Withdraws Ratings on 36 Classes of Notes From 9 CLO Deals
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 36
classes of notes from nine collateralized loan obligation (CLO)
transactions, one collateralized debt obligation (CDO) transaction
backed by a pool of trust preferred securities, and one CDO
transaction backed in part by residential and commercial mortgage-
backed securities.

"We withdrew our rating on the class A-2 notes from KKR Financial
CLO 2005-2 Ltd. to reflect our understanding that, as of May 2012,
the total par amount of the class A-2 notes was reduced to zero,
with an equal and simultaneous increase in the balance of the
class A-1 notes. Further, it is our understanding that the class
A-2 note balance will remain zero for the remainder of the
transaction's life," S&P said.

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

Standard & Poor's notes that Babson CLO Ltd. 2004-II, GoldenTree
Capital Opportunities L.P., and Katonah III Ltd. redeemed their
classes in full after notifying us that the issuers directed
optional redemptions.

          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 WITHDRAWN

Babson CLO Ltd. 2004-II
                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)
A-2A                NR                  AAA (sf)
A-2Av               NR                  AAA (sf)
A-2B                NR                  AAA (sf)
A-2C                NR                  AAA (sf)
B                   NR                  AAA (sf)
C-1                 NR                  AA+ (sf)
C-2                 NR                  AA+ (sf)
D-1                 NR                  BBB+ (sf)
D-2                 NR                  BBB+ (sf)

CapitalSource Comm Ln Trust 2006-2
                            Rating
Class               To                  From
C                   NR                  A+ (sf)

GoldenTree Loan Opportunities VI Ltd.
                            Rating
Class               To                  From
X                   NR                  AAA (sf)

GoldenTree Capital Opportunities L.P.
                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)
A-2                 NR                  AAA (sf)
A-3                 NR                  AAA (sf)
B-1                 NR                  AA (sf)
B-2                 NR                  AA (sf)
C-1                 NR                  A (sf)
C-2                 NR                  A (sf)
D-1                 NR                  BBB (sf)
D-2                 NR                  BBB (sf)
E                   NR                  BB (sf)

Golub Capital Loan Trust 2005-1
                            Rating
Class               To                  From
B                   NR                  AAA (sf)
C                   NR                  AA+ (sf)/Watch Pos

Katonah III Inc.
                            Rating
Class               To                  From
A                   NR                  AAA (sf)
B-1                 NR                  AAA (sf)
B-2                 NR                  AAA (sf)
C-1                 NR                  A+ (sf)
C-2                 NR                  A+ (sf)
D-1                 NR                  BBB+ (sf)
D-2                 NR                  BBB+ (sf)

KKR Financial CLO 2005-2 Ltd.
                            Rating

Class               To                  From
A-2                 NR                  AAA (sf)

LightPoint CLO 2004-1 Ltd.
                            Rating
Class               To                  From
C                   NR                  BBB (sf)

Mountain Capital CLO III
                            Rating
Class               To                  From
A-1lb               NR                  AAA (sf)

Saturn Ventures I Ltd.
                             Rating
Class               To                  From
A-1                 NR                  AA (sf)

TPref Funding II Ltd.
                             Rating
Class               To                  From
A-1                 NR                  A+ (sf)

NR - Not rated.


* S&P Withdraws Ratings on 10 Tranches From 10 Synthetic CDOs
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 10
tranches from 10 U.S. synthetic collateralized debt obligation
(CDO) transactions.

"We withdrew the ratings after receiving notices that the
transactions had terminated," S&P said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

      http://standardandpoorsdisclosure-17g7.com

RATINGS WITHDRAWN

STARTS (Cayman) Ltd.
JPY2 bil Maple Hill II Managed Synthetic CDO, Series 2007-27
                    Rating              Rating
Class               To                  From
B1-J                NR                  CCC- (sf)

ARLO Ltd.
Series 2006 (OCL-1)
                    Rating              Rating
Class               To                  From
                    NR                  CC (sf)

Betsen CDO Ltd.
Series 2007-1
                    Rating              Rating
Class               To                  From
Notes               NR                  CCC- (sf)

Claris Ltd.
Series 106/2007
                    Rating              Rating
Class               To                  From
Tranche             NR                  CCC- (sf)

PARCS Master Trust
Series 2006-15
                    Rating              Rating
Class               To                  From
Trust Unit          NR                  CCC- (sf)

Portfolio CDS Trust 16
                    Rating              Rating
Class               To                  From
Super Sr.           NR                  AA (sf)

Portfolio Credit Rating of Unfunded Credit Default Swap involving
Morgan Stanley Capital Services Inc., and Portfolio CDS Trust 61
                    Rating              Rating
Class               To                  From
Un Cr Defa          NR                  BB+ (sf)

STEERS Thayer Gate CDO Trust Series 2006-7
                    Rating              Rating
Class               To                  From
Trust Unit          NR                  CCC- (sf)

Cloverie PLC
2007-25
                    Rating              Rating
Class               To                  From
2007-25             NR                  B- (sf)

Credit Default Swap
US$50 mil Woori Bank - Citibank, N.A.
                    Rating              Rating
Class               To                  From
Swap                NR                  CCC- srp

NR - Not rated.


* S&P Takes Various Rating Actions on 41 Classes From 5 CMBS Deals
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 16
classes from four U.S. commercial mortgage-backed securities
(CMBS) transactions, and removed 15 of these ratings from
CreditWatch with positive implications. "In addition, we lowered
our ratings on eight classes from two U.S. CMBS transactions and
removed four of these ratings from CreditWatch with negative
implications. Concurrently, we affirmed our ratings on 16 classes
from two U.S. CMBS transactions and removed one of these ratings
from CreditWatch with positive implications. We also withdrew our
'AAA (sf)' rating on the class XP interest-only (IO) certificates
from Greenwich Capital Commercial Funding Corp.'s series 2005-GG5,
a U.S. CMBS transaction. The CreditWatch resolutions are related
to CreditWatch placements that we initiated on Sept. 5, 2012," S&P
said.

"The upgrades reflect Standard & Poor's expected available credit
enhancement for the affected tranches, which we believe is greater
than our most recent estimate of necessary credit enhancement for
the most recent rating levels. The upgrades also reflect our views
regarding the current and future performance of the collateral
supporting the respective transactions. The upgrade of several
classes to 'AAA (sf)' also considers the results of our cash flow
analysis, which indicates that these classes should receive their
full repayment of principal due to time tranching," S&P said.

"The downgrades reflect our expected available credit enhancement
for the affected tranches, which we believe is less than our most
recent estimate of necessary credit enhancement for the most
recent rating levels. The downgrades also reflect our views
regarding the current and future performance of the collateral
supporting the respective transactions. We lowered our ratings on
classes D and E from Greenwich Capital Commercial Funding Corp.'s
series 2005-GG3 to 'BB- (sf)' and 'CCC- (sf)', respectively, due
primarily to interest shortfalls experienced by these classes and
timing of when we expect the interest shortfalls to be repaid. We
downgraded six classes to 'D (sf)' from two U.S. CMBS transactions
due to ongoing interest shortfalls that we expect to remain
outstanding in the near terms," S&P said.

"The affirmations of the principal and interest certificates
reflect our expected available credit enhancement for the affected
tranches, which we believe will remain consistent with the most
recent estimate of necessary credit enhancement for the current
rating levels. The affirmed ratings also acknowledge our
expectations regarding the current and future performance of the
collateral supporting the respective transaction," S&P said.

"We affirmed our ratings on the IO certificates based on our
current criteria for rating IO securities," S&P said.

"We withdrew our 'AAA (sf)' rating on the class XP IO certificates
from Greenwich Capital Commercial Funding Corp.'s series 2005-GG5
following the reduction of the class' notional balance to zero as
detailed in the Nov. 13, 2012, trustee remittance report.," S&P
said.

"The rating actions follow a detailed review of the performance of
the collateral supporting the relevant securities and transaction
structures. This review was similar to the review we conducted
before placing 744 U.S. and Canadian CMBS ratings on CreditWatch
following the release of our updated ratings criteria for these
transactions, but was more detailed with respect to collateral and
transaction performance," 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 17-g7 Disclosure Reports
included in this credit rating report are available at:

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Greenwich Capital Commercial Funding Corp.
Commercial mortgage pass-through certificates series 2005-GG3
           Rating
Class  To         From               Credit enhancement (%)
D      BB- (sf)   BBB+ (sf)/Watch Neg                 11.17
E      CCC- (sf)  BBB (sf)/Watch Neg                   9.19
F      D (sf)     BB (sf)/Watch Neg                    6.72
G      D (sf)     B (sf)/Watch Neg                     4.74
H      D (sf)     CCC- (sf)                            2.51

Greenwich Capital Commercial Funding Corp.
Commercial mortgage pass-through certificates series 2005-GG5
           Rating
Class  To         From               Credit enhancement (%)
A-2    AAA (sf)   AAA (sf)                            36.17
A-3    AAA (sf)   AAA (sf)                            36.17
A-4-1  AAA (sf)   AAA (sf)                            36.17
A-4-2  AAA (sf)   AAA (sf)                            36.17
A-AB   AAA (sf)   AAA (sf)                            36.17
A-5    AAA (sf)   A+ (sf)/Watch Pos                   36.17
A-M    A+ (sf)    BBB- (sf)/Watch Pos                 22.50
A-J    CCC (sf)   CCC (sf)                            12.94
B      CCC- (sf)  CCC- (sf)                            9.86
C      CCC- (sf)  CCC- (sf)                            8.66
XC     AAA (sf)   AAA (sf)                              N/A
XP     NR         AAA (sf)                              N/A

GE Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2005-C2
           Rating
Class  To         From               Credit enhancement (%)
A-3    AAA (sf)   AAA (sf)                            32.55
A-AB   AAA (sf)   AAA (sf)                            32.55
A-4    AAA (sf)   AAA (sf)                            32.55
A-1A   AAA (sf)   AAA (sf)                            32.55
A-J    AAA (sf)   BBB+ (sf)/Watch Pos                 17.94
B      AA (sf)    BBB (sf)/Watch Pos                  16.57
C      AA- (sf)   BBB- (sf)/Watch Pos                 13.60
D      A (sf)     BB+ (sf)/Watch Pos                  12.00
E      BBB (sf)   BB (sf)/Watch Pos                    9.49
F      BB+ (sf)   BB- (sf)/Watch Pos                   7.89
G      B+ (sf)    B+ (sf)/Watch Pos                    5.84
H      CCC+ (sf)  CCC+ (sf)                            4.24
J      D (sf)     CCC (sf)                             2.19
K      D (sf)     CCC- (sf)                            1.28
L      D (sf)     CCC- (sf)                            0.59
X-C    AAA (sf)   AAA (sf)                              N/A

GE Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2005-C3
           Rating
Class  To         From               Credit enhancement (%)
B      A+ (sf)    A (sf)/Watch Pos                    17.03
C      A (sf)     BBB+ (sf)/Watch Pos                 14.92
D      A- (sf)    BBB (sf)/Watch Pos                  13.38
E      BBB (sf)   BBB- (sf)/Watch Pos                 10.88
F      BBB- (sf)  BB+ (sf)/Watch Pos                   9.53
G      BB (sf)    B+ (sf)/Watch Pos                    7.80
H      B (sf)     CCC+ (sf)                            6.26

GE Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2005-C4
           Rating
Class  To         From               Credit enhancement (%)
A-M    A (sf)     A- (sf)/Watch Pos                   20.64

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


* S&P Takes Various Rating Actions on 82 Classes From 5 CMBS Deals
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 10
classes from three U.S. commercial mortgage-backed securities
(CMBS) transactions and removed nine of these ratings from
CreditWatch with positive implications. "Concurrently, we lowered
our ratings on 23 classes from five U.S. CMBS transactions and
removed nine of these ratings from CreditWatch with negative
implications. Finally, we affirmed our ratings on 49 classes from
five transactions and removed five of these ratings from
CreditWatch with developing implications. The CreditWatch
resolutions are related to CreditWatch placements that we
initiated on Sept. 5, 2012," S&P said.

"The upgrades reflect Standard & Poor's expected available credit
enhancement for the affected tranches, which we believe is greater
than our most recent estimate of necessary credit enhancement for
the most recent rating levels. The upgrades also reflect our views
regarding the current and future performance of the collateral
supporting the respective transactions. The upgrade of class A-5A
class from the Banc of America Commercial Mortgage Inc.'s series
2005-4 transaction to 'AAA (sf)' also reflects the results of
our cash flow analysis, which indicates that this class should
receive its full repayment of principal due to 'time tranching,'"
S&P said.

"The downgrades of the pooled class ratings reflect our expected
available credit enhancement for the affected tranches, which we
believe is less than our most recent estimate of necessary credit
enhancement for the most recent rating levels. The downgrades also
reflect our views regarding the current and future performance of
the collateral supporting the respective transactions. The
downgrades of the classes contained in the Banc of America
Commercial Mortgage Inc.'s series 2005-3 transaction reflect the
receipt of updated valuation information related to the largest
specially serviced asset, the Marley Station loan ($114.4
million). We downgraded class J from the Banc of America
Commercial Mortgage Inc.'s series 2005-5 transaction to 'D (sf)'
to reflect accumulated interest shortfalls that we expect to
remain outstanding for the foreseeable future," S&P said.

"The affirmations of the pooled principal and interest
certificates reflect our expected available credit enhancement for
the affected tranches, which we believe will remain consistent
with the most recent estimate of necessary credit enhancement for
the current rating levels. The affirmed ratings also acknowledge
our expectations regarding the current and future performance of
the collateral supporting the respective transactions," S&P said.

"The affirmations of the interest-only (IO) certificates reflect
our current criteria for rating IO securities," S&P said.

"The affirmations of the 'SM' raked classes in the Banc of America
Commercial Mortgage Inc.'s series 2005-1 transaction reflect our
analysis of the $35.5 million junior nonpooled portion of the
Southdale Mall loan (trust and whole-loan balance of $153.0
million) and follow our recently updated criteria for rating U.S.
and Canadian CMBS transactions. The raked certificates derive 100%
of their cash flows from the junior nonpooled portion of the loan.
The affirmations also consider the performance history of the
collateral loan, which has been transferred to special servicing
multiple times," S&P said.

"The affirmations of the KC-A, KC-B, KC-C, KC-D, and KC-E raked
classes in the Banc of America Commercial Mortgage Inc.'s series
2005-6 transaction reflect our analysis of the $183.1 million
junior nonpooled portion of the KinderCare Portfolio loan (trust
balance of $320.4 million; whole-loan balance of $595.1 million)
and follow our recently updated criteria for rating U.S. and
Canadian CMBS transactions. The raked certificates derive 100% of
their cash flows from the junior nonpooled portion of the loan.
The downgrade of the KC-F raked class follows our recently updated
criteria for rating U.S. and Canadian CMBS transactions, which
applies a credit enhancement minimum equal to 1% of the
transaction or loan amount to address the potential for unexpected
trust expenses that may be incurred during the life of the loan or
transaction. These potential unexpected trust expenses may include
servicer fees, servicer advances, workout or corrected mortgage
fees and potential trust legal fees. We downgraded the class to
'BB+ (sf)' because neither the loan nor the transaction documents
include mechanisms to cover unexpected potential trust expenses
and the transaction composes exclusively of investment-grade rated
classes," S&P said.

"The rating actions follow a detailed review of the performance of
the collateral supporting the relevant securities and transaction
structures. This review was similar to the review we conducted
before placing 744 U.S. and Canadian CMBS ratings on CreditWatch
following the release of our updated ratings criteria for these
transactions but was more detailed with respect to collateral and
transaction performance," S&P said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS AND CREDITWATCH ACTIONS

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2005-1
                Rating
Class     To             From           Credit Enhancement (%)
A-3       AAA (sf)       AAA (sf)                  30.14
A-4       AAA (sf)       AAA (sf)                  30.14
A-SB      AAA (sf)       AAA (sf)                  30.14
A-5       AAA (sf)       AAA (sf)                  30.14
A-1A      AAA (sf)       AAA (sf)                  30.14
A-J       AA- (sf)       AA- (sf)                  16.98
B         BBB- (sf)      A- (sf)/Watch Neg         12.21
C         BB+ (sf)       BBB+ (sf)/Watch Neg       10.62
D         B- (sf)        BB+ (sf)/Watch Neg         7.22
E         CCC (sf)       BB- (sf)/Watch Neg         5.63
F         CCC- (sf)      B+ (sf)/Watch Neg          3.59
G         CCC- (sf)      CCC+ (sf)                  2.00
XW        AAA (sf)       AAA (sf)                    N/A
SM-A      B- (sf)        B- (sf)                     N/A
SM-B      B- (sf)        B- (sf)                     N/A
SM-C      CCC+ (sf)      CCC+ (sf)                   N/A
SM-D      CCC (sf)       CCC (sf)                    N/A
SM-E      CCC- (sf)      CCC- (sf)                   N/A
SM-F      CCC- (sf)      CCC- (sf)                   N/A
SM-G      CCC- (sf)      CCC- (sf)                   N/A
SM-H      CCC- (sf)      CCC- (sf)                   N/A

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2005-3
                Rating
Class     To             From           Credit Enhancement (%)
A-2       AAA (sf)       AAA (sf)                  37.48
A-3A      AAA (sf)       AAA (sf)                  37.48
A-3B      AAA (sf)       AAA (sf)                  37.48
A-SB      AAA (sf)       AAA (sf)                  37.48
A-4       AAA (sf)       AAA (sf)                  37.48
A-M       AA- (sf)       A (sf)/Watch Pos          23.54
A-J       BBB- (sf)      BBB+ (sf)                 15.00
B         BB+ (sf)       BBB (sf)                  13.43
C         BB (sf)        BBB- (sf)                 11.86
D         B+ (sf)        BB+ (sf)                  10.47
E         CCC- (sf)      B+ (sf)                    8.03
F         CCC- (sf)      CCC (sf)                   6.64
G         CCC- (sf)      CCC- (sf)                  4.72
XC        AAA (sf)       AAA (sf)                    N/A

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2005-4
                Rating
Class     To             From           Credit Enhancement (%)
A-3       AAA (sf)       AAA (sf)                  24.62
A-4       AAA (sf)       AAA (sf)                  24.62
A-SB      AAA (sf)       AAA (sf)                  24.62
A-5A      AAA (sf)       AA- (sf)/Watch Pos        34.04
A-5B      AA (sf)        BBB+ (sf)/Watch Pos       24.62
A-1-A     AA (sf)        BBB+ (sf)/Watch Pos       24.62
A-J       BBB (sf)       BB+ (sf)/Watch Pos        16.04
B         BB+ (sf)       BB- (sf)/Watch Pos        13.24
C         BB- (sf)       B+ (sf)/Watch Pos         11.84
D         B (sf)         B (sf)                     9.21
E         CCC (sf)       B- (sf)                    7.64
F         CCC- (sf)      CCC+ (sf)                  5.89
XC        AAA (sf)       AAA (sf)                    N/A

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2005-5
                Rating
Class     To             From           Credit Enhancement (%)
A-3B      AAA (sf)       AAA (sf)                  37.06
A-SB      AAA (sf)       AAA (sf)                  37.06
A-4       AAA (sf)       AAA (sf)                  37.06
A-M       AA+ (sf)       AA- (sf)/Watch Pos        23.38
A-J       A (sf)         BBB+ (sf)/Watch Pos       15.01
B         BBB+ (sf)      BBB (sf)                  12.10
C         BBB- (sf)      BBB- (sf)                 10.73
D         BB+ (sf)       BB+ (sf)                   8.17
E         BB- (sf)       BB (sf)/Watch Neg          6.80
F         B- (sf)        BB- (sf)/Watch Neg         5.09
G         CCC (sf)       B (sf)/Watch Neg           3.21
H         CCC- (sf)      CCC+ (sf)                  1.50
J         D (sf)         CCC (sf)                   0.65
XC        AAA (sf)       AAA (sf)                    N/A

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2005-6
                Rating
Class     To             From           Credit Enhancement (%)
A-SB      AAA (sf)       AAA (sf)                  34.16
A-4       AAA (sf)       AAA (sf)                  34.16
A-M       AAA (sf)       AAA (sf)                  21.96
A-J       A+ (sf)        A+ (sf)                   12.36
B         A (sf)         A (sf)                    11.14
C         A- (sf)        A- (sf)                    9.77
D         BBB+ (sf)      BBB+ (sf)                  8.85
E         BBB (sf)       BBB (sf)                   7.94
F         BBB- (sf)      BBB- (sf)                  6.42
G         BB (sf)        BB+ (sf)                   5.35
H         B (sf)         BB (sf)                    4.13
J         CCC- (sf)      B- (sf)                    2.76
K         CCC- (sf)      CCC- (sf)                  1.54
XW        AAA (sf)       AAA (sf)                    N/A
KC-A      A+ (sf)        A+ (sf)/Watch Dev           N/A
KC-B      A (sf)         A (sf)/Watch Dev            N/A
KC-C      A- (sf)        A- (sf)/Watch Dev           N/A
KC-D      BBB+ (sf)      BBB+ (sf)/Watch Dev         N/A
KC-E      BBB (sf)       BBB (sf)/Watch Dev          N/A
KC-F      BB+ (sf)       BBB- (sf)/Watch Neg         N/A

N/A - Not applicable.


* S&P Takes Various Rating Actions on 48 Classes From 3 CMBS Deals
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 13
classes from two U.S. commercial mortgage-backed securities (CMBS)
transactions and removed them from CreditWatch with positive
implications. "Concurrently, we lowered our ratings on 14 classes
from two U.S. CMBS transactions and removed six of them from
CreditWatch with negative implications. Finally, we affirmed our
ratings on 20 classes from three U.S. CMBS transactions and
removed three of these ratings from CreditWatch with negative
implications. We also withdrew our 'AAA (sf)' rating on the class
A-3 certificates from Morgan Stanley Capital I Trust 2005-HQ7, a
U.S. CMBS transaction. The CreditWatch resolutions are related to
CreditWatch placements that occurred on Sept. 5, 2012," S&P said.

"The upgrades, including raising the ratings to 'AAA (sf)' on
classes A-M and A-J from Banc of America Commercial Mortgage
Inc.'s series 2005-2, reflect Standard & Poor's expected available
credit enhancement for the affected tranches, which we believe is
greater than our most recent estimate of necessary credit
enhancement for the most recent rating levels. The upgrades
also reflect our views regarding the current and future
performance of the collateral supporting the respective
transactions," S&P said.

"The downgrades reflect our expected available credit enhancement
for the affected tranches, which we believe is less than our most
recent estimate of necessary credit enhancement for the most
recent rating levels. The downgrades also reflect our views
regarding the current and future performance of the collateral
supporting the respective transactions, as well as the liquidity
available to the affected tranches," S&P said.

"The affirmations of the principal and interest certificates
primarily reflect our expected available credit enhancement for
the affected tranches, which we believe will remain consistent
with the most recent estimate of necessary credit enhancement for
the current rating levels. The affirmed ratings also acknowledge
our expectations regarding the current and future performance of
the collateral supporting the respective transactions," S&P said.

"The affirmations of the interest only (IO) certificates reflect
our current criteria for rating IO securities," S&P said.

"The rating actions follow a detailed review of the performance of
the collateral supporting the relevant securities and transaction
structures. This review was similar to the review we conducted
before placing 744 U.S. and Canadian CMBS ratings on CreditWatch
following the release of our updated ratings criteria for these
transactions, but was more detailed with respect to collateral and
transaction performance," 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 17-g7 Disclosure Reports
included in this credit rating report are available at:

         http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2005-2
           Rating
Class     To        From         Credit enhancement (%)
A-AB      AAA (sf)  AAA (sf)                49.69
A-5       AAA (sf)  AAA (sf)                49.69
A-M       AAA (sf)  AA+ (sf)/Watch Pos      32.91
A-J       AAA (sf)  A (sf)/Watch Pos        21.79
B         AA+ (sf)  BBB+ (sf)/Watch Pos     17.39
C         AA (sf)   BBB (sf)/Watch Pos      15.71
D         A+ (sf)   BBB- (sf)/Watch Pos     12.77
E         A (sf)    BB+ (sf)/Watch Pos      11.10
F         BBB+ (sf) BB (sf)/Watch Pos        9.00
G         BBB (sf)  BB- (sf)/Watch Pos       7.11
H         BB+ (sf)  B+ (sf)/Watch Pos        5.22
J         BB (sf)   B+ (sf)/Watch Pos        4.38
K         BB- (sf)  B (sf)/Watch Pos         3.75
L         B+ (sf)   B (sf)/Watch Pos         3.13
M         B (sf)    B (sf)                   2.71
N         B- (sf)   B- (sf)                  2.50
O         CCC+ (sf) CCC+ (sf)                1.45
XC        AAA (sf)  AAA (sf)                  N/A

Morgan Stanley Capital I Trust 2005-HQ5
Commercial mortgage pass-through certificates
           Rating
Class     To        From          Credit enhancement (%)
A-3       AAA (sf)  AAA (sf)                 26.72
A-AB      AAA (sf)  AAA (sf)                 26.72
A-4       AAA (sf)  AAA (sf)                 26.72
A-J       AA (sf)   AA (sf)                  15.62
B         A+ (sf)   A+ (sf)/Watch Neg        12.61
C         A (sf)    A (sf)/Watch Neg         10.73
D         A- (sf)   A- (sf)/Watch Neg         9.22
E         BBB (sf)  BBB+ (sf)/Watch Neg       7.53
F         BBB- (sf) BBB (sf)/Watch Neg        6.03
G         BB (sf)   BB+ (sf)/Watch Neg        4.52
H         CCC (sf)  B+ (sf)/Watch Neg         3.21
X-1       AAA (sf)  AAA (sf)                   N/A
X-2       AAA (sf)  AAA (sf)                   N/A

Morgan Stanley Capital I Trust 2005-HQ7
Commercial mortgage pass-through certificates
           Rating
Class     To        From          Credit enhancement (%)
A-1A      AAA (sf)  AAA (sf)                  35.38
A-3       NR        AAA (sf)                  0.00
A-AB      AAA (sf)  AAA (sf)                 35.38
A-4       AAA (sf)  AAA (sf)                 35.38
A-M       AA+ (sf)  AA- (sf)/Watch Pos       22.24
A-J       BBB (sf)  A- (sf)                  12.88
B         BBB- (sf) BBB+ (sf)                11.90
C         BB+ (sf)  BBB (sf)                 10.09
D         BB (sf)   BBB- (sf)                 8.94
E         BB- (sf)  BB+ (sf)                  7.79
F         B (sf)    BB (sf)                   6.48
G         B- (sf)   BB- (sf)/Watch Neg        5.16
H         CCC (sf)  B+ (sf)/Watch Neg         3.36
J         CCC (sf)  B- (sf)                   2.04
K         CCC (sf)  CCC+ (sf)                 0.73
L         CCC- (sf) CCC- (sf)                 0.24
X         AAA (sf)  AAA (sf)                   N/A

N/A - Not applicable.
NR - Not rated


* S&P Takes Various Rating Actions on 26 Classes From 2 CMBS Deals
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes from one U.S. commercial mortgage-backed securities (CMBS)
transaction and removed them from CreditWatch with positive
implications. "Concurrently, we lowered our ratings on 13 other
classes from the same two transactions and removed nine of these
ratings from CreditWatch with negative implications. Finally, we
affirmed our ratings on 11 other classes from the same two U.S.
CMBS transactions. The CreditWatch resolutions are related to our
Sept. 5, 2012, CreditWatch placements," S&P said.

"The upgrades reflect Standard & Poor's expected available credit
enhancement for the affected tranches, which we believe is greater
than our most recent estimate of necessary credit enhancement for
the most recent rating levels. The upgrades also reflect our views
regarding the current and future performance of the collateral
supporting the respective transactions," S&P said.

"The downgrades reflect our expected available credit enhancement
for the affected tranches, which we believe is less than our most
recent estimate of necessary credit enhancement for the most
recent rating levels. The downgrades also reflect our views
regarding the current and future performance of the collateral
supporting the respective transactions. We also took into
consideration interest shortfalls and liquidity available to the
respective classes. We downgraded classes E and F to 'D (sf)' from
Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-C5 to due to
accumulated interest shortfalls, which we expect to remain
outstanding for the foreseeable future," S&P said.

"The affirmations of the principal and interest certificates
reflect our expected available credit enhancement for the affected
tranches, which we believe will remain consistent with the most
recent estimate of necessary credit enhancement for the current
rating levels. The affirmed ratings also acknowledge our
expectations regarding the current and future performance of the
collateral supporting the respective transactions," S&P said.

"The affirmations of the interest-only (IO) certificates reflect
our current criteria for rating IO securities," S&P said.

"The rating actions follow a detailed review of the performance of
the collateral supporting the relevant securities and transaction
structures. This review was similar to the review we conducted
before placing 744 U.S. and Canadian CMBS ratings on CreditWatch
following the release of our updated ratings criteria for these
transactions, but was more detailed with respect to collateral and
transaction performance," 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 17-g7 Disclosure Reports
included in this credit rating report are available at:

         http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS AND CREDITWATCH ACTIONS

CD 2006-CD3 Commercial Mortgage Trust
Commercial mortgage pass-through certificates, series 2006-CD3

         Rating
Class  To         From                Credit enhancement (%)
A-AB   AAA (sf)   AAA (sf)                            37.49
A-4    AAA (sf)   AAA (sf)                            37.49
A-5    AAA (sf)   AAA (sf)                            37.49
A-1S   AAA (sf)   AAA (sf)                            37.49
A-M    A+  (sf)   A+  (sf)                            25.51
A-J    B+  (sf)   BB  (sf)/Watch Neg                   8.33
A-1A   B+  (sf)   BB  (sf)/Watch Neg                   8.33
B      B   (sf)   BB- (sf)/Watch Neg                   7.52
C      B- (sf)    B+  (sf)/Watch Neg                   5.56
D      CCC (sf)   B   (sf)/Watch Neg                   4.42
E      CCC-(sf)   CCC+(sf)                             3.60
F      CCC-(sf)   CCC (sf)                             2.63
XP     AAA (sf)   AAA (sf)                              N/A
XS     AAA (sf)   AAA (sf)                              N/A

Credit Suisse Commercial Mortgage Trust Series 2006-C5
Commercial mortgage pass-through certificates

         Rating
Class  To         From                Credit enhancement (%)
A-AB   AAA (sf)   AAA (sf)                            30.77
A-3    AA+ (sf)   A+  (sf)/Watch Pos                  30.77
A-1-A  AA+ (sf)   A+  (sf)/Watch Pos                  30.77
A-M    BBB (sf)   BBB (sf)                            19.06
A-J    B-  (sf)   BB- (sf)/Watch Neg                   9.26
B      CCC (sf)   BB- (sf)/Watch Neg                   8.82
C      CCC-(sf)   B+  (sf)/Watch Neg                   6.77
D      CCC-(sf)   B   (sf)/Watch Neg                   5.45
E      D   (sf)   CCC (sf)                             4.13
F      D   (sf)   CCC-(sf)                             2.96
A-SP   AAA (sf)   AAA (sf)                              N/A
A-X    AAA (sf)   AAA (sf)                              N/A


* S&P Takes Various Rating Actions on 46 Classes From 3 CMBS Deals
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 12
classes from three U.S. commercial mortgage-backed securities
(CMBS) transactions, removing all 12 of these ratings from
CreditWatch with positive implications. "Concurrently, we lowered
our ratings on 19 classes from three U.S. CMBS transactions and
removed four of these ratings from CreditWatch with negative
implications. In addition, we affirmed 15 classes from two U.S.
CMBS transactions. The CreditWatch resolutions are related to
CreditWatch placements that we initiated on Sept. 5, 2012," S&P
said.

"The upgrades of the pooled classes reflect Standard & Poor's
expected available credit enhancement for the affected tranches,
which we believe is greater than our most recent estimate of
necessary credit enhancement for the most recent rating levels.
The upgrades also reflect our views regarding the current and
future performance of the collateral supporting the transactions,"
S&P said.

"The downgrades reflect our views regarding the current and future
performance of the collateral supporting the respective
transactions. As a result, our expected available credit
enhancement for the affected tranches is less than our most recent
estimate of necessary credit enhancement for the most recent
rating levels. The lowered ratings also take into consideration
the liquidity for each class, the cumulative outstanding interest
shortfalls, and our expectation of potential and continued
interest shortfalls for the foreseeable future. Specifically, we
lowered our rating to 'D (sf)' on class E from JPMCC 2006-CIBC14
because this class experienced interest shortfalls for four
consecutive months. We lowered our rating to 'D (sf)' on class K
and L from WBCMT 2006-C23 because these classes have experienced
interest shortfalls for four and six months. In addition, we
lowered our rating to 'D (sf)' for class F, F-S. and G from JPMCC
2006-LDP9 because these classes have experienced continued
interest shortfalls, with the F class having accumulated interest
shortfalls outstanding for ten months. We expect these interest
shortfalls to remain outstanding for the foreseeable future," S&P
said.

"The affirmations of the principal and interest certificates
primarily reflect our expected available credit enhancement for
the affected tranches, which we believe will remain consistent
with the most recent estimate of necessary credit enhancement for
the current rating levels. The affirmed ratings also acknowledge
our expectations regarding the current and future performance of
the collateral supporting the respective transactions," S&P said.

"The affirmations of the interest-only (IO) certificates reflect
our current criteria for rating IO securities," S&P said.

"The rating actions follow a detailed review of the performance of
the collateral supporting the relevant securities and transaction
structures. This review was similar to the review we conducted
before placing 744 U.S. and Canadian CMBS ratings on CreditWatch
following the release of our updated ratings criteria for these
transactions, but was more detailed with respect to collateral and
transaction performance. For more information on the analytic
process we used for those CreditWatch placements," 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 17-g7 Disclosure Reports
included in this credit rating report are available at:

         http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS AND CREDITWATCH ACTIONS

Wachovia Bank Commercial Mortgage Trust 2006-C23
Commercial mortgage pass-through certificates

                Rating
Class     To             From           Credit Enhancement (%)
A-M       AA (sf)        A- (sf)/Watch Pos         22.26
A-J       BBB (sf)       BBB- (sf)/Watch Pos       14.56
B         BBB- (sf)      BB+ (sf)/Watch Pos        13.52
C         BB+ (sf)       BB (sf)/Watch Pos         12.04
D         BB (sf)        BB- (sf)/Watch Pos        11.01
E         BB- (sf)       B+ (sf)/Watch Pos         10.12
J         CCC (sf)       B- (sf)                    4.35
K         D (sf)         CCC- (sf)                  2.87
L         D (sf)         CCC- (sf)                  2.57

JPMorgan Chase Commercial Mortgage Securities Corp. 2006-CIBC14
Commercial mortgage pass-through certificates

                Rating
Class     To             From           Credit Enhancement (%)
A-3A      AAA (sf)       AAA (sf)                  30.66
A-3B      AAA (sf)       AAA (sf)                  30.66
A-4       AAA (sf)       AAA (sf)                  30.66
A-SB      AAA (sf)       AAA (sf)                  30.66
A-1A      AAA (sf)       AAA (sf)                  30.66
A-M       A+ (sf)        BBB- (sf)/Watch Pos       18.09
A-J       B+ (sf)        B+ (sf)                    8.50
B         CCC (sf)       B (sf)                     5.67
C         CCC- (sf)      CCC+ (sf)                  4.41
D         CCC- (sf)      CCC- (sf)                  2.52
E         D (sf)         CCC- (sf)                  1.42
X-1       AAA (sf)       AAA (sf)                    N/A
X-2       AAA (sf)       AAA (sf)                    N/A

JPMorgan Chase Commercial Mortgage Securities Corp. 2006-LDP9
Commercial mortgage pass-through certificates

                Rating
Class     To             From           Credit Enhancement (%)
A-2       AAA (sf)       AAA (sf)                  30.22
A-2S      AAA (sf)       AAA (sf)                  30.22
A-2SFL    AAA (sf)       AAA (sf)                  30.22
A-SFX     AAA (sf)       AAA (sf)                  30.22
A-3       AA (sf)        A- (sf)/Watch Pos         30.22
A-3SFL    AA (sf)        A- (sf)/Watch Pos         30.22
A-3SFX    AA (sf)        A- (sf)/Watch Pos         30.22
A-1A      AA (sf)        A- (sf)/Watch Pos         30.22
A-M       BBB- (sf)      BB+ (sf)/Watch Pos        19.00
A-MS      BB+ (sf)       BB+ (sf)                  19.00
A-J       B- (sf)        B+ (sf)/Watch Neg          9.18
A-JS      CCC- (sf)      B+ (sf)/Watch Neg          9.18
B         CCC- (sf)      B (sf)/Watch Neg           6.93
B-S       CCC-(sf)       B (sf)/Watch Neg           6.93
C         CCC- (sf)      B- (sf)                    6.23
C-S       CCC- (sf)      B- (sf)                    6.23
D         CCC- (sf)      B- (sf)                    4.69
D-S       CCC- (sf)      B- (sf)                    4.69
E         CCC- (sf)      CCC+ (sf)                  3.42
E-S       CCC- (sf)      CCC+ (sf)                  3.42
F         D (sf)         CCC (sf)                   2.16
F-S       D (sf)         CCC (sf)                   2.16
G         D (sf)         CCC- (sf)                  1.04
X         AAA (sf)       AAA (sf)                    N/A

N/A - Not applicable.


                            *********

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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