TCR_Public/121230.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Sunday, December 30, 2012, Vol. 16, No. 361

                            Headlines

ACCESS GROUP 2002-A: Fitch Cuts Rating on Class B Notes to 'BBsf'
APIDOS CLO IX: S&P Gives 'BB' Rating on Class E Deferrable Notes
BACCHUS 2006-1: S&P Affirms 'B+' Rating on Class E Notes
BANC OF AMERICA 2000-2: Moody's Affirms 'Caa3' Rating on X Certs.
BANC OF AMERICA 2007-5: Fitch Cuts Rating on 11 Cert. Classes

BATTALION CLO III: S&P Rates Class D Def Notes 'BB'
BEAR STEARNS 2006-PWR13: Fitch Cuts Rating on 2 Note Classes to C
BLACK DIAMOND: Moody's Raises Rating on Class E Notes to 'Ba2'
BLUEMOUNTAIN CLO: Moody's Lifts Rating on Cl. D Notes From 'Ba1'
CALLIDUS DEBT VI: S&P Affirms 'BB' Rating on Class D Notes

CALLIDUS DEBT VII: Moody's Raises Rating on Cl. E Notes From 'Ba2'
CATAMARAN 2012-1: S&P Gives 'B' Rating on Class F Deferrable Notes
COMM 2005-FL11: Moody's Reviews B3 Ratings on 2 Security Classes
DBUBS 2011-LC1: Fitch Affirms Low-B Ratings on Two Note Classes
FINN SQUARE: S&P Gives 'BB' Rating on Class D Notes

GE COMMERCIAL 2003-C2: Moody's Cuts 2 Cert. Class Ratings to 'C'
GMAC COMMERCIAL 2003-C2: Fitch Cuts Ratings on 2 Note Classes
GREENWICH CAPITAL 2003-C2: Moody's Cuts 2 Cert. Ratings to 'C'
GREENWICH CAPITAL 2004-GG1: Moody's Cuts Ratings on 2 Certs. to C
GREENWICH CAPITAL 2005-GG3: Moody's Affirms C Ratings on 4 Certs.

HALCYON STRUCTURED 2006-1: S&P Affirms 'BB+' Rating on E Notes
HELIOS SERIES 1: Moody's Raises Rating on Class B Notes to 'B1'
ING IM 2012-2: S&P Affirms 'BB' Rating on Class E Deferrable Notes
JP MORGAN 2005-LDP1: S&P Affirms 'CCC-' Rating on Class H Certs.
JP MORGAN 2006-LDP8: Moody's Cuts Ratings on 2 Cert. Classes to C

JP MORGAN 2007-LDP12: Fitch Cuts Rating on Six Note Classes
JP MORGAN 2012-LC9: S&P Rates $21MM Class G Certificates 'BB-'
KKR FINANCIAL 2012-1: S&P Rates Class D Notes 'BB'
LB COMMERCIAL 1996-C2: Moody's Hikes Rating on Cl. Certs. to 'B1'
LB-UBS COMMERCIAL 2007-C1: Fitch Keeps Ratings on 12 Note Classes

MAGNETITE VII: S&P Gives 'BB' Rating on Class D Deferrable Notes
MERCER FIELD: Fitch Rates $60-Mil. Class E Notes at 'BBsf'
MERCER FIELD: S&P Gives 'BB' Rating on Class E Deferrable Notes
MERRILL LYNCH: Moody's Hikes Rating on One Tranche to 'Caa3'
ML-CFC COMMERCIAL 2007-7: Moody's Cuts Rating on B Certs. to 'C'

MOMENTUM CAPITAL: S&P Affirms 'B+' Rating on Class E Notes
MORGAN STANLEY 1998-CF1: Moody's Keeps C Rating on Class G Certs.
MORGAN STANLEY 2005-HQ7: S&P Cuts Rating on Class L Certs. to 'D'
MORGAN STANLEY 2008-TOP29: Fitch Cuts Rating on Six Note Classes
MRU STUDENT 2007-A: S&P Cuts Ratings on 2 Note Classes to 'CC'

MRU STUDENT 2008-A: S&P Gives 'D' Rating on Class D ABS Notes
MWAM CBO 2001-1: Moody's Hikes Rating on Class B Notes From 'Ba3'
NEUBERGER BERMAN XIII: S&P Gives 'B+' Rating on Class F Notes
NEWSTAR TRUST 2005-1: S&P Affirms 'CCC-' Ratings on 2 Note Classes
ORCHID STRUCTURED: Moody's Lifts Rating on Class A-2 Notes to B2

PAINE WEBBER: Moody's Affirms 'C' Rating on Class X Certificates
PONTIAC TIFA: Fitch Affirms Junk Rating on TIFA Bonds
RALI SERIES: Moody's Lowers Ratings on Three Tranches to 'Ca'
RBSSP TRUST 2012-9: S&P Gives 'BB' Rating on Class C Notes
SOLAR TRUST: Moody's Affirms 'Caa1' Rating on Class K Certs.

STANFIELD CARRERA: S&P Cuts Ratings on 2 Note Classes to 'CC'
SVG DIAMOND II: S&P Affirms 'CCC' Ratings on Two Tranches
THL CREDIT 2012-1: S&P Gives 'BB-' Rating on Class E Notes
UBS-BARCLAYS 2012-C4: Fitch Places Low-B Ratings on 2 Class Notes
UBS-BARCLAYS 2012-C4: S&P Gives 'BB-' Rating on Class F Certs.

WACHOVIA BANK 2003-C9: Fitch Puts Some Certs. on Rating Watch Neg
WACHOVIA BANK 2003-C9: S&P Lowers Ratings on 5 Cert Classes to 'D'
WELLS FARGO: Moody's Lowers Rating on Class B-3 Tranche to 'C'
WFRBS COMMERCIAL 2012-C10: Moody's Rates Class F Certs. 'B2'

* Fitch Cuts Rating on 321 Distressed Bonds in 168 US RMBS
* Fitch Says Speculative Credit Quality Remains Strong
* Moody's Says Outlook for US Student Loan ABS Remains Negative
* Moody's Says Fiscal-Cliff Recession to Hit US Securitizations
* S&P Lowers Ratings on 828 Classes From 131 US RMBS Transactions

* S&P Lowers Ratings on 463 Classes From 255 US RMBS Deals to 'D'
* S&P Lowers Ratings on 28 Classes From 12 US RMBS Transactions
* S&P Takes Various Rating Actions on 60 Classes From 6 CMBS Deals




                            *********


ACCESS GROUP 2002-A: Fitch Cuts Rating on Class B Notes to 'BBsf'
-----------------------------------------------------------------
Fitch Ratings has downgraded the class A and B notes issued by
Access Group, Inc. 2002-A Private Trust, Access Group, Inc. 2003-A
Indenture of Trust, Access Group, Inc. 2004-A Indenture of Trust
and the class B notes issued by Access Group, Inc. 2001 Indenture
of Trust (Group II) and Access Group, Inc. 2005-A Indenture of
Trust.

At the same time the class A notes issued by Access Group, Inc.
2001 Indenture of Trust (Group II) and Access Group, Inc. 2005-A
Indenture of Trust have been affirmed.  The Rating Outlook for all
classes is Negative.  Fitch's 'U.S. Private SL ABS Criteria' and
'Global Structured Finance Rating Criteria' were used to review
the ratings.

The downgrade of the notes is based on loss coverage multiples
that are no longer sufficient to maintain the current ratings.
Fitch has increased its projected cumulative default expectations
due to current performance in which delinquencies and defaults
have increased.  In addition, for the 2002-A, 2003-A and 2004-A
trusts, once the class A notes that are indexed to 3-Month LIBOR
are paid in full, principal payments can be directed to pay class
B notes first and senior parity could decrease from current levels
to a floor of 110%.

The affirmation on the class A notes for 2001 (Group II) and 2005-
A is based on sufficient loss coverage multiples commensurate with
the ratings.  The Outlook was revised to Negative from Stable for
all notes issued by 2001 (Group II) and maintained for the
remaining trusts.  The Negative Outlook is consistent with Fitch's
negative view of the private student loan sector in general and
deterioration in the collateral performance.  Review of each
Access Group private student loan trust listed below is based on
collateral performance data from August 2012 to October 2012 for
each trust.

The loss coverage multiples were determined by comparing the
projected net loss amount to available credit enhancement for the
rating categories of each trust.  Fitch used data provided by
Access Group to form a loss timing curve.  After giving credit to
the seasoning of loans in repayment, Fitch applied the trust's
current cumulative gross level to the loss timing curve to derive
the expected gross losses over the projected remaining life.  A
25% recovery rate was used based on the actual recoveries of the
loans.

Credit enhancement consists of excess spread and
overcollateralization.  Furthermore, senior notes benefit from
additional credit enhancement provided by the subordinate note.
Fitch assumed excess spread to be the lesser of the average
historical excess spread and the most recent 12-month average
excess spread.  That same rate was applied over the remaining
life. The collateral securing the notes is 100% private student
loans and consists of loans originated by Access Group.

Fitch has downgraded the following ratings:

Access Group, Inc. 2001 Indenture of Trust (Group II):

  -- Class II-B to 'A+sf from 'AAAsf''; Outlook Revised to
     Negative from Stable.

Access Group, Inc. 2002-A Private Trust:

  -- Class A-2 to 'AA-sf' from 'AAAsf'; Outlook Negative;
  -- Class B to 'BBsf' from 'BBBsf'; Outlook Negative.

Access Group, Inc. 2003-A Indenture of Trust:

  -- Class A-2 to 'AA+sf' from 'AAAsf'; Outlook Negative;
  -- Class A-3 to 'AA+sf' from 'AAAsf'; Outlook Negative;
  -- Class B to 'BBBsf' from 'Asf'; Outlook Negative.

Access Group, Inc. 2004-A Indenture of Trust:

  -- Class A-2 to 'AAsf' from 'AAAsf'; Outlook Negative;
  -- Class A-3 to 'AAsf' from 'AAAsf'; Outlook Negative;
  -- Class A-4 to 'AAsf' from 'AAAsf'; Outlook Negative;
  -- Class B-1 to 'BBBsf' from 'Asf'; Outlook Negative;
  -- Class B-2 to 'BBBsf' from 'Asf'; Outlook Negative.

Access Group, Inc. 2005-A Indenture of Trust:

  -- Class B to 'BBB+sf' from 'Asf'; Outlook Negative.

Fitch has affirmed the following ratings:

Access Group, Inc. 2001 Indenture of Trust (Group II):

  -- Class II A-1 at 'AAAsf'; Outlook Revised to Negative from
     Stable.

Access Group, Inc. 2005-A Indenture of Trust:

  -- Class A-2 at 'AAAsf'; Outlook Negative;
  -- Class A-3 at 'AAAsf'; Outlook Negative.


APIDOS CLO IX: S&P Gives 'BB' Rating on Class E Deferrable Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Apidos
CLO IX/Apidos CLO IX LLC's $370.825 million floating-rate notes
following the transaction's effective date as of Sept. 12, 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 Standard & Poor's 17g-7 Disclosure Report included in this
credit rating report is available at:

           http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Apidos CLO IX/Apidos CLO IX LLC

Class                   Rating          Amount
                                      (mil. $)
A                       AAA (sf)       267.375
B                       AA (sf)         37.900
C (deferrable)          A (sf)          26.650
D (deferrable)          BBB (sf)        21.500
E (deferrable)          BB (sf)         17.400
Subordinated notes      NR              38.925

NR-Not rated.




BACCHUS 2006-1: S&P Affirms 'B+' Rating on Class E Notes
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B, C, and D notes from Bacchus (U.S.) 2006-1 Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by
Halcyon Bacchus (U.S) Management LLC. "In addition, we affirmed
our rating on the class E notes and removed our ratings on all
classes of notes from CreditWatch, where we placed them with
positive implications on Oct. 29, 2012," S&P said.

"The upgrades reflect an increase in the balance of the total
collateral backing the rated notes and improvement in the credit
quality of the underlying assets since our Jan. 27, 2011, rating
actions. The affirmed rating reflects our belief that the credit
support available is commensurate with the current rating level,"
S&P said.

"The rating actions follow our review of the transaction's
performance using data from the trustee report dated Nov. 7,
2012," S&P said.

"According to the November 2012 trustee report, the transaction
held no defaulted assets. This was a decrease from $0.22 million
noted in the Nov. 8, 2010, trustee report, which we used for our
January 2011 rating actions," S&P said.

"According to the November 2012 trustee report, the transaction
held $14.35 million in total 'CCC' rated (either by Standard &
Poor's or another rating agency) collateral, up from $11.71
million noted in the November 2010 trustee report. When
calculating the overcollateralization (O/C) ratios, the trustee
haircuts from the numerator a portion of the total 'CCC' rated
collateral that exceeds the threshold specified in the transaction
documents. This threshold has not been breached in the time since
the last rating action. The November 2012 trustee report indicates
the transaction currently holds 5.12% in total 'CCC' rated
obligations, with a threshold of 7.50%. Standard & Poor's notes
that over that same time period, the collateral with a Standard &
Poor's rating in the 'CCC' range decreased. According to the
November 2012 trustee report, the transaction held $2.68 million
in S&P 'CCC' rated collateral, down from $7.38 million noted in
the November 2010 trustee report," S&P said.

"The total collateral balance--designated by a combination of
principal proceeds and total par value of the collateral pool--
backing the rated liabilities has increased $5.55 million since
November 2010. The increased collateral balance improved the
credit support available to the rated notes, and potentially
increases the available interest proceeds that the underlying
collateral generates," S&P said.

"Over the same time period, the transaction's class A/B, C, D, and
E O/C ratio tests have improved, and the weighted average spread
has also increased by 0.91%," S&P said.

Standard & Poor's notes that the transaction is currently passing
its excess interest deflection test, which is calculated similar
to the class E O/C ratio and measured at a higher level (than the
class E O/C test) in the interest section of the waterfall. The
transaction is structured such that if it fails this test, the
collateral manager may reinvest an amount (equal to the lesser
of 50.00% of the available interest proceeds and the amount
necessary to cure the test) into additional collateral. The
transaction has not failed this test since the January 2011 rating
actions. According to the November 2012 trustee report, the
interest diversion test result was 107.08%, compared with a
required minimum of 102.40%.

"Our review of this transaction included a cash flow analysis,
based on the portfolio and transaction as reflected in the 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
                           November 2010     November 2012
Class                      Notional(mil.$)  Notional(mil.$)
A                          192.30           192.30
B                           18.00            18.00
C                           28.00            28.00
D                           12.75            12.75
E                           10.84            10.84
X                            0.99             0.00
Weighted Average Margin      3.11%            4.02%
Class A/B O/C              130.76%          133.35%
Class C O/C                115.39%          117.68%
Class D O/C                109.53%          111.70%
Class E O/C                105.00%          107.08%
Class A/B Int. Cov. Test   419.76%          930.20%
Class C Int. Cov. Test     360.78%          732.08%
Class D Int. Cov. Test     326.99%          633.80%
Class E Int. Cov. Test     278.32%          507.60%
Weighted Average Rating    B (sf)           B+ (sf)

          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/1201.pdf

RATING AND CREDITWATCH ACTIONS

Bacchus (U.S.) 2006-1 Ltd.
                       Rating
Class              To           From
A                  AAA (sf)     AA+ (sf)/Watch Pos
B                  AA+ (sf)     AA (sf)/Watch Pos
C                  A (sf)       BBB+ (sf)/Watch Pos
D                  BBB- (sf)    BB+ (sf)/Watch Pos
E                  B+ (sf)      B+ (sf)/Watch Pos


BANC OF AMERICA 2000-2: Moody's Affirms 'Caa3' Rating on X Certs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the rating of one class of Banc
of America Commercial Mortgage Inc., Commercial Mortgage Pass-
Through Certificates, Series 2000-2 as follows:

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

Ratings Rationale

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

Moody's rating action reflects a base expected loss of
approximately 9% of the current deal balance. At last review,
Moody's base expected loss was approximately 1%. Moody's provides
a current list of base losses for conduit and fusion CMBS
transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

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 3, the same as at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.5 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 January 6, 2012.

DEAL PERFORMANCE

As of the November 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $19 million
from $889 million at securitization. The Certificates are
collateralized by seven mortgage loans ranging in size from less
than 2% to 32% of the pool. The pool includes no loans with
investment grade credit assessments. Three loans, representing
approximately 29% of the pool, are defeased and are collateralized
by U.S. Government securities.

One loan, representing 32% of the pool, is on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Thirty-two loans have liquidated from the pool, resulting in an
aggregate realized loss of $65 million (18% average loan loss
severity). Currently, one loan, representing 12% of the pool, is
in special servicing. The specially serviced loan is the GTEC
Center Loan ($2 million -- 12% of the pool), which is secured by a
47,000 square foot office property located in Birmingham, Alabama.
The property is vacant following the departure of HP Enterprise
Services at the end of 2011. The loan transferred to special
servicing in October 2011 due to imminent default. The servicer is
dual-tracking foreclosure and negotiations with the borrower.
Moody's estimates a significant loss for this loan.

Moody's was provided with full-year 2011 and partial-year 2012
operating results for 100% of the performing pool. Excluding the
specially serviced loan, Moody's weighted average LTV is 62%,
compared to 66% at last full review. Moody's net cash flow
reflects a weighted average haircut of 12.2% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 10.2%.

Excluding the specially serviced loan, Moody's actual and stressed
DSCRs are 1.61X and 2.55X, respectively, compared to 1.51X and
2.04X at last review. Moody's actual DSCR is based on Moody's net
cash flow (NCF) and the loan's actual debt service. Moody's
stressed DSCR is based on Moody's NCF and a 9.25% stressed rate
applied to the loan balance.

The three performing conduit loans represent 60% of the pool. The
largest loan is the Gateway Village Shopping Center Loan ($6
million -- 32% of the pool), which is secured by a retail complex
located in Glendale, Arizona. The property was 78% leased as of
June 2012 compared to 81% leased in September 2011. Moody's
current LTV and stressed DSCR are 67% and 1.69X, respectively,
compared to 74% and 1.53X at last review.

The second-largest loan is the 500 South Sepulveda Boulevard Loan
($5 million -- 26% of the pool). The loan is secured by a 43,000
square foot office property located in Los Angeles, California.
The property was 100% leased as of June 2012, the same as at
Moody's last review. Moody's current LTV and stressed DSCR are 59%
and 1.78X, respectively, compared to 66% and 1.59X at last review.

The third-largest loan is the Baldwin Hills Shopping Center Loan
($300,000 -- 2% of the pool). The loan is secured by a
neighborhood shopping center located in Los Angeles, California.
The property was 100% leased as of June 2012, the same as at
Moody's last review. Moody's current LTV and stressed DSCR are 3%
and, >4.00X respectively, compared to 4% and >4.00X at last
review.


BANC OF AMERICA 2007-5: Fitch Cuts Rating on 11 Cert. Classes
-------------------------------------------------------------
Fitch Ratings has downgraded 11 classes and affirmed 11 classes of
Banc of America Commercial Mortgage Trust (BACM) commercial
mortgage pass-through certificates series 2007-5 due to an
increase in expected losses on the specially serviced assets.

Fitch modeled losses of 16.6% of the remaining pool; expected
losses on the original pool balance total 19.3%, including losses
already incurred.  The pool has experienced $86.1 million (4.6% of
the original pool balance) in realized losses to date.  Fitch has
designated 25 loans (44.5%) as Fitch Loans of Concern, which
includes seven specially serviced assets (14.9%).

As of the December 2012 distribution date, the pool's aggregate
principal balance has been reduced by 11.9% to $1.64 billion from
$1.86 billion at issuance.  No loans have defeased since issuance.
Interest shortfalls are currently affecting classes H through S.

The largest contributor to expected losses is the Smith Barney
Building loan (6.1% of the pool), which is secured by a 10-story,
approximately 190,000-square foot (sf) office building located in
the La Jolla submarket of San Diego, CA.  The current balance of
the 10.5-year interest-only loan is $99.6 million.  Rollover has
plagued the property since issuance, with the two largest tenants
having vacated at their respective lease expirations in 2009 and
2010.  As of June 2012, the property was 68.6% occupied, up from
around 63% at the same time last year.  Net operating income (NOI)
remains sharply down, but despite the insufficiency of property
cash flow to cover debt service, the loan remains current and with
the master servicer.

The next largest contributor to expected losses is the Collier
Center loan (8.8%), which is secured by a leasehold interest in a
24-story office tower located in downtown Phoenix, AZ.  The
subject is part of a mixed-use development and consists of
approximately 500,000 sf of office space and 60,000 sf of
retail/restaurants.  The current balance of the 10-year interest-
only loan is $144.5 million.  At the end of 2011, the property
lost its second largest tenant and year-to-date NOI through June
30, 2012 was down sharply as a result.  As of June 2012, servicer-
reported occupancy was around 66%.

The third largest contributor to expected losses is the specially-
serviced Green Oak Village Place loan (3.9%), which is secured by
a 316,236 -sf lifestyle center located in Brighton, MI, about 40
miles northwest of Detroit.  The loan re-entered special servicing
in March 2012 for imminent default.  The special servicer is
pursuing foreclosure, which is expected to be completed in first
quarter 2013.

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

  -- $185.9 million class A-M to 'BBsf' from 'Asf', Outlook to
     Negative from Stable;
  -- $139.4 million class A-J to 'CCsf' from 'CCCsf', RE 15%;
  -- $20.9 million class B to 'CCsf' from 'CCCsf', RE 0%;
  -- $13.9 million class C to 'CCsf' from 'CCCsf', RE 0%;
  -- $20.9 million class D to 'CCsf' from 'CCCsf', RE 0%;
  -- $18.6 million class E to 'CCsf' from 'CCCsf', RE 0%;
  -- $11.6 million class F to 'CCsf' from 'CCCsf', RE 0%;
  -- $18.6 million class G to 'Csf' from 'CCCsf', RE 0%;
  -- $20.9 million class H to 'Csf' from 'CCCsf', RE 0%;
  -- $16.3 million class J to 'Csf' from 'CCsf', RE 0%;
  -- $4.5 million class K to 'Dsf' from 'CCsf', RE 0%.

Fitch affirms the following classes as indicated:

  -- $43.9 million class A-2 at 'AAAsf', Outlook Stable;
  -- $281 million class A-3 at 'AAAsf', Outlook Stable;
  -- $47.6 million class A-SB at 'AAAsf', Outlook Stable;
  -- $612 million class A-4 at 'AAAsf', Outlook Stable;
  -- $181.9 million class A-1A at 'AAAsf', Outlook Stable;
  -- $0 class L at 'Dsf', RE 0%;
  -- $0 class M at 'Dsf', RE 0%;
  -- $0 class N at 'Dsf', RE 0%;
  -- $0 class O at 'Dsf', RE 0%;
  -- $0 class P at 'Dsf', RE 0%;
  -- $0 class Q at 'Dsf', RE 0%.

The class A-1 certificates have paid in full.  Fitch does not rate
the class S certificates.  Fitch previously withdrew the rating on
the interest-only class XW certificates.


BATTALION CLO III: S&P Rates Class D Def Notes 'BB'
---------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Battalion CLO III Ltd./Battalion CLO III LLC's $368.2 million
floating-rate notes.

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

The ratings reflect S&P's view of:

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

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

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

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

-- The transaction's reinvestment overcollateralization test, a
    failure of which will lead to the reclassification up to 50%
    of excess interest proceeds that are available prior to paying
    uncapped administrative expenses and fees, subordinated hedge
    termination payments, reserve deposits, portfolio manager
    incentive fees, and subordinated note payments to principal
    proceeds for the purchase of additional collateral assets
    during the reinvestment period.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1201.pdf

RATINGS ASSIGNED

Battalion CLO III Ltd./Battalion CLO III LLC

Class                     Rating             Amount
                                           (mil. $)
A-1                       AAA (sf)            252.2
A-2                       AA (sf)              45.4
B (deferrable)            A (sf)               28.7
C (deferrable)            BBB (sf)             19.6
D (deferrable)            BB (sf)              22.3
Subordinated notes        NR                   44.2

NR-Not rated.


BEAR STEARNS 2006-PWR13: Fitch Cuts Rating on 2 Note Classes to C
-----------------------------------------------------------------
Fitch Ratings has affirmed the super senior and mezzanine classes
of Bear Stearns Commercial Mortgage Securities Trust, 2006-PWR13,
commercial mortgage pass-through certificates, and downgraded
seven subordinate classes.

The downgrade of the subordinate classes is due to greater
certainty of losses associated with specially serviced loans and
increased losses from performing loans with performance declines.
The Negative Rating Outlooks reflect the likelihood of a future
downgrade should values deteriorate further on specially serviced
loans or highly leveraged loans.  Approximately 52.2% of the pool
has a Fitch stressed loan to value greater than 90%, including 13
of the top 15 loans (23.3% of the pool).  Fitch modeled losses of
9.1% for the remaining pool; expected losses of the original pool
are at 10.1%, including losses already incurred to date.

As of the December 2012 distribution date, the pool's aggregate
principal balance has been reduced by approximately 11.2% to $2.58
billion from $2.91 billion at issuance.  In total, there are 14
loans (8.3% of the pool) in special servicing including four loans
(1.3%) that are real estate owned (REO).  Realized losses to date
have been $58.9 million (2%).  Classes M through P have been
depleted due to realized losses associated with loan dispositions
and restructured loans.

The largest contributor to modeled loss secured by an industrial
warehouse facility located in Phillipsburg, NJ (0.8% of the pool
balance).  The loan transferred to special servicing in July 2010
due to monetary default.  The most recent reported occupancy was
68% with a valuation significantly below the trust debt amount.

The second largest contributor to modeled loss is Paces West (3.2%
of the pool), which is also the largest specially serviced asset
in the pool.  This loan is secured by a 646,471 sf office complex
located in Atlanta, GA.  The loan transferred to special servicing
in February 2010 for imminent default.  The most recent servicer
reported occupancy as of November 2012 was 79%.  The loan is
expected to be modified and returned to master servicing.

The third largest contributor to modeled loss is the First
Industrial Portfolio (1.8% of the pool), a portfolio of 21
properties located in two different business parks in Georgia.
Two of the original 23 properties have been released.  As of the
October 2012 rent roll, occupancy was 72% compared with 91.6% at
issuance resulting in declining cash flow.

Fitch has downgraded the following classes as indicated:

  -- $232.5 million class A-J to 'BBsf' from 'BBBsf'; Outlook
     Negative;
  -- $65.4 million class B to 'B-sf' from 'BBsf'; Outlook
     Negative;
  -- $29.1 million class C to 'CCCsf' from 'Bsf', RE 20%;
  -- $32.7 million class F to 'CCsf' from 'CCCsf', RE 0%;
  -- $32.7 million class G to 'Csf' from 'CCsf', RE 0%;
  -- $29.1 million class H to 'Csf' from 'CCsf', RE 0%;
  -- $10.1 million class L to 'Dsf' from 'Csf', RE 0%.

Fitch has affirmed the following classes as indicated:

  -- $22.1 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $138 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $96.4 million class A-AB at 'AAAsf'; Outlook Stable;
  -- $1.2 billion class A-4 at 'AAAsf'; Outlook Stable;
  -- $326 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $290.7 million class A-M at 'AAAsf'; Outlook Stable;
  -- $40 million class D at 'CCCsf', RE 0%;
  -- $29.1 million class E at 'CCCsf', RE 0%;
  -- $18.2 million class J at 'Csf', RE 0%;
  -- $3.6 million class K at 'Csf', RE 0%.

Classes M, N and O remain at 'Dsf', RE 0% due to realized losses.
Class A-1 has paid in full.  Fitch does not rate class P.  Fitch
previously withdrew the rating on the interest-only classes X-1
and X-2.


BLACK DIAMOND: Moody's Raises Rating on Class E Notes to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Black Diamond CLO 2005-1 Ltd.

US$70,000,000 Class C Floating Rate Notes Due June 20, 2017,
Upgraded to Aaa (sf); previously on April 27, 2012 Upgraded to
Aa3 (sf)

US$61,000,000 Class D-1 Floating Rate Notes Due June 20, 2017,
Upgraded to A3 (sf); previously on April 27, 2012 Upgraded to Ba1
(sf)

US$6,000,000 Class D-2 Fixed Rate Notes Due June 20, 2017,
Upgraded to A3 (sf); previously on April 27, 2012 Upgraded to Ba1
(sf)

US$35,000,000 Class E Floating Rate Notes Due June 2017, Upgraded
to Ba2 (sf); previously on September 15, 2011 Upgraded to Caa2
(sf)

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in April 2012. Moody's notes that the Class A-1
Notes and Class A-1A Notes have been paid down by approximately
29% and 41% or $83 million and $48 million, respectively, since
the last rating action. The sale of $29 million of long-dated
assets contributed to the deleveraging. Based on the latest
trustee report dated November 7, 2012, the Class A/B, Class C,
Class D and Class E ratios are reported at 156.2%, 132.9%, 116.4%
and 109.2%, respectively, versus April 2012 levels of 141.5%,
125.1%, 112.5% and 106.9%, respectively.

Moody's also notes that the deal has benefited from a reduction in
its exposure to long-dated assets, which exposure otherwise
subjects the deal to potential liquidation risk. Per Moody's
calculation, the transaction's long-dated asset investments
decreased to $134 million from $163 million since the last rating
action. This reduced exposure resulted from the sale of $29
million of long-dated assets.

Additionally, Moody's notes that the credit quality of the
underlying portfolio has improved since the last rating action.
Based on the November 2012 trustee report, the weighted average
rating factor is currently 2668 compared to 2704 in April 2012.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $623 million,
defaulted par of $38 million, a weighted average default
probability of 18.22% (implying a WARF of 2747), a weighted
average recovery rate upon default of 50.61%, and a diversity
score of 41. 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.

Black Diamond CLO 2005-1 Ltd., issued in April 2005, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

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

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

Moody's Adjusted WARF -- 20% (2198)

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

Moody's Adjusted WARF + 20% (3296)

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

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

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

3) Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Notwithstanding the recent sale of certain long-
dated assets, the deal continues to be exposed to a significant
amount of investments in such assets. Moody's assumes an asset's
terminal value upon liquidation at maturity to be equal to the
lower of an assumed liquidation value and the asset's current
market value. In consideration of the size of the deal's exposure
to long-dated assets, which increases its sensitivity to the
liquidation assumptions used in the rating analysis, Moody's ran
different scenarios considering a range of liquidation value
assumptions. However, actual long-dated asset exposure and
prevailing market prices and conditions at the CLO's maturity will
drive the extent of the deal's realized losses, if any, from long-
dated assets.


BLUEMOUNTAIN CLO: Moody's Lifts Rating on Cl. D Notes From 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by BlueMountain CLO Ltd.:

U.S. $57,900,000 Class A-2 Senior Secured Floating Rate Notes Due
November 15, 2017, Upgraded to Aaa (sf); previously on July 14,
2011 Upgraded to Aa1 (sf);

U.S. $23,200,000 Class B Second Priority Floating Rate Notes Due
November 15, 2017, Upgraded to Aaa (sf); previously on July 14,
2011 Upgraded to Aa3 (sf);

U.S. $23,000,000 Class C Third Priority Deferrable Floating Rate
Notes Due November 15, 2017, Upgraded to Aa3 (sf); previously on
July 14, 2011 Upgraded to Baa1 (sf);

U.S. $27,800,000 Class D Fourth Priority Deferrable Floating Rate
Notes Due November 15, 2017, Upgraded to Baa3 (sf); previously on
July 14, 2011 Upgraded to Ba1 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in July 2011. Moody's notes that the Class A-1
Notes have been paid down by approximately 26.8% or $131.2 million
since the last rating action. Based on the latest trustee report
from November 2012, the Class A/B, Class C and Class D
overcollateralization ratios are reported at 132.9%, 122.6% and
112.0%, respectively, versus June 2011 levels of 122.7%, 116.1%
and 109.1%, respectively.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since the last rating action. Based on the November 2012 trustee
report, the weighted average rating factor is currently 2583
compared to 2466 in June 2011.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $364.9 million,
defaulted par of $2.5 million, a weighted average default
probability of 17.6% (implying a WARF of 2786), a weighted average
recovery rate upon default of 50.7%, and a diversity score of 40.
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.

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

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

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

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

Moody's Adjusted WARF +20% (3343)

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

Moody's Adjusted WARF -20% (2229)

Class A1: 0
Class A2: 0
Class B: 0
Class C: +3
Class D: +3

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 continue and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and/or
collateral sales by the manager, which may have significant impact
on the notes' ratings.

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

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


CALLIDUS DEBT VI: S&P Affirms 'BB' Rating on Class D Notes
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A-1D, A-1T, A-2, B, C, and D notes from Callidus Debt
Partners CLO Fund VI Ltd., a collateralized loan obligation
(CLO) transaction managed by GSO/Blackstone Debt Funds Management
LLC.

"The transaction is in its reinvestment period, which is scheduled
to end in October 2014. All coverage tests and collateral quality
tests are passing as per the November 2012 monthly trustee report.
The current overcollateralization ratios remain steady and are
around the same levels they were in November 2010, which we
referenced for our last rating actions in December 2010. The level
of defaults in the underlying portfolio remains below 1% of the
pool and the credit quality of the portfolio has not changed
significantly since November 2010," S&P said.

The affirmations reflect the availability of adequate credit
support at their current rating levels.

"We will continue to review whether, in our 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," 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

RATINGS AFFIRMED

Callidus Debt Partners CLO Fund VI Ltd.
Class                   Rating
A-1D                    AA+ (sf)
A-1T                    AA+ (sf)
A-2                     AA- (sf)
B                       A (sf)
C                       BBB (sf)
D                       BB (sf)


CALLIDUS DEBT VII: Moody's Raises Rating on Cl. E Notes From 'Ba2'
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Callidus Debt Partners CLO Fund VII,
Ltd.:

U.S.$443,000,000 Class A Senior Secured Floating Rate Notes Due
2021 (current balance of $442,064,922.79), Upgraded to Aaa (sf);
previously on August 16, 2011 Upgraded to Aa1 (sf);

U.S.$24,000,000 Class B Senior Secured Floating Rate Notes Due
2021, Upgraded to Aa2 (sf); previously on August 16, 2011 Upgraded
to A1 (sf);

U.S.$33,000,000 Class C Senior Secured Deferrable Floating Rate
Notes Due 2021, Upgraded to A3 (sf); previously on August 16, 2011
Upgraded to Baa2 (sf);

U.S.$19,500,000 Class D Senior Secured Deferrable Floating Rate
Notes Due 2021, Upgraded to Baa3 (sf); previously on August 16,
2011 Upgraded to Ba1 (sf);

U.S.$25,500,000 Class E Senior Secured Deferrable Floating Rate
Notes Due 2021 (current balance of $21,461,437.79), Upgraded to
Ba2 (sf); previously on August 16, 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 charccurateacteristics will continue to maintain a positive
buffer relative to certain covenant requirements. In particular,
the deal is assumed to benefit from lower WARF and higher spread
levels compared to the levels assumed at the last rating action in
August 2011. Moody's modeled a WARF of 2564 and WAS of 3.44%
compared to 2890 and 2.95%, respectively, at the time of the last
rating action. Moody's also notes that the transaction's reported
collateral quality and overcollateralization ratios are stable
since the last rating action.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $578.5 million,
defaulted par of $15.0 million, a weighted average default
probability of 17.45% (implying a WARF of 2564), a weighted
average recovery rate upon default of 49.79%, and a diversity
score of 66. 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.

Callidus Debt Partners CLO Fund VII, Ltd., issued in November
2007, is a collateralized loan obligation backed primarily by a
portfolio of senior secured loans.

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

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

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

Moody's Adjusted WARF -- 20% (2051)

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

Moody's Adjusted WARF + 20% (3077)

Class A: -1
Class B: -2
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 :

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) Structured finance assets: The deal has exposure to structured
finance assets whose performance is subject to uncertainties
relating to any differences that may arise between assumptions
made about future economic and market conditions, and actual
conditions in the future. The transaction's credit quality may be
subject to greater volatility as a result of this uncertainty.


CATAMARAN 2012-1: S&P Gives 'B' Rating on Class F Deferrable Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Catamaran CLO 2012-1 Ltd./Catamaran CLO 2012-1 LLC's $379.50
million floating-rate notes.

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

The ratings reflect S&P's view of:

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

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

-- S&P's projections regarding the timely interest and ultimate
    principal payments on the rated notes, which it assessed using
    its cash flow analysis and assumptions commensurate with the
    assigned ratings under various interest-rate scenarios,
    including LIBOR ranging from 0.31%-12.53%.

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

-- The transaction's reinvestment overcollateralization test, a
    failure of which will lead to the reclassification up to 50%
    of excess interest proceeds that are available prior to paying
    subordinated and deferred senior management fees, uncapped
    administrative expenses, subordinated hedge termination
    payments, portfolio manager incentive fees, and subordinated
    note payments to principal proceeds for the purchase of
    additional collateral assets during the reinvestment period.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED

Catamaran CLO 2012-1 Ltd./Catamaran CLO 2012-1 LLC

Class                   Rating             Amount
                                         (mil. $)
A                       AAA (sf)           254.00
B                       AA (sf)             44.75
C (deferrable)          A (sf)              34.00
D (deferrable)          BBB (sf)            20.00
E (deferrable)          BB (sf)             16.25
F (deferrable)          B (sf)              10.50
Subordinated notes      NR                  33.80

NR-Not rated.


COMM 2005-FL11: Moody's Reviews B3 Ratings on 2 Security Classes
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of seven pooled
classes and placed two Interest Only (IO) Classes Under Review for
Possible Downgrade of COMM 2005-FL11 Commercial Mortgage
Securities Corp. Series 2005-FL11.

Cl. B, Affirmed at Aaa (sf); previously on May 11, 2007 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on May 11, 2007 Upgraded
to Aaa (sf)

Cl. D, Affirmed at Aaa (sf); previously on Feb 25, 2010 Upgraded
to Aaa (sf)

Cl. E, Affirmed at Aa1 (sf); previously on Feb 25, 2010 Upgraded
to Aa1 (sf)

Cl. F, Affirmed at Aa3 (sf); previously on Feb 25, 2010 Upgraded
to Aa3 (sf)

Cl. H, Affirmed at Baa3 (sf); previously on Mar 3, 2009 Downgraded
to Baa3 (sf)

Cl. J, Affirmed at Ba1 (sf); previously on Mar 3, 2009 Downgraded
to Ba1 (sf)

Cl. X-2-DB, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Feb 22, 2012 Downgraded to B3 (sf)

Cl X-3-DB, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Feb 22, 2012 Downgraded to B3 (sf)

Ratings Rationale

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio and Moody's stressed debt service coverage
ratio (DSCR) remaining within acceptable ranges. The Interest-Only
Classes X-2-DB and X-3-DB are being placed under review for
possible downgrade while Moody's further assesses the status of
the specially serviced Whitehall/Starwood Golf Portfolio Loan.

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

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior transaction review is summarized in a
press release dated February 1, 2012.

DEAL PERFORMANCE

As of the December 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 94%
to $105.2 million from $1.69 billion at securitization. The
Certificates are secured by two loans constituting 11% and 89% of
the pool balance.

Both loans in the pool (100%) are in special servicing.

The pool has experienced losses of $71,206 since securitization.
As of the December 17, 2012 remittance statement, there are
interest shortfalls totaling $28,129 to Class L. Generally,
interest shortfalls are caused by special servicing fees,
including workout and liquidation fees, appraisal subordinate
entitlement reductions (ASERs) and extraordinary trust expenses.

Moody's weighed average pooled loan to value (LTV) ratio is 89%
compared to 86% at last review.

The largest loan in the pool is the Whitehall/Starwood Golf
Portfolio Loan ($93.8 million - 89% of the pool balance) which was
initially supported by fee and leasehold interests in a portfolio
of 173 public and private golf courses containing 3,374 holes. Due
to property releases, the loan is now secured by 92 courses
containing approximately 1,800 holes across the United States. The
properties are managed by AGC Corp. The servicer recently executed
a forbearance through December 2012. There is additional debt in
the form of a $105.6 million B-Note and $55.6 million of mezzanine
debt bringing the total debt to $255.0 million. A 2010 appraisal
valued the portfolio at $267 million. However, Moody's recognizes
the market for golf courses is soft with very limited activity.
Moody's current pooled LTV is 70%. Moody's current credit
assessment is Ba3, the same as last review.

The second largest loan in the pool, the DDR/Macquarie Mervyn's
Portfolio Loan ($11.4 million -- 11% of the pool balance), is in
special servicing. This loan represents a pari-passu interest in a
$153.4 million first mortgage loan. The loan has paid down 41%
since securitization. The loan was originally secured by 35 single
tenant buildings leased to Mervyn's. Mervyn's filed for Chapter 11
bankruptcy protection in July 2008, closed all its stores, and
rejected the leases on all the properties in this portfolio. The
loan was transferred to special servicing in October 2008 due to
Mervyn's filing for bankruptcy protection. The special servicer is
focused on selling or releasing the properties. Eleven properties
have been sold. Ten properties have been fully or partially
leased. Fourteen properties are vacant. The loan is REO. Moody's
loan to value (LTV) ratio is over 100%, the same as last review.
Moody's current credit assessment is C, the same as last review.


DBUBS 2011-LC1: Fitch Affirms Low-B Ratings on Two Note Classes
---------------------------------------------------------------
Fitch Ratings has affirmed all ratings to DBUBS 2011-LC1 Mortgage
Trust's Commercial Mortgage Pass-Through Certificates, series
2011-LC1.

Fitch's affirmations are based on the stable performance of the
underlying collateral pool.  There have been no delinquent or
specially serviced loans since issuance.  Fitch reviewed year-end
(YE) 2011 financial performance of the collateral pool in addition
to updated rent rolls for the top 15 loans representing 75.6% of
the transaction.

As of the December 2012 distribution date, the pool's aggregated
principal balance has been reduced by 2% to $2.133 billion from
$2.176 billion at issuance.

The largest loan in the pool (10.5%) is secured by a 1.16 million
square feet (SF) regional mall in Cincinnati, OH.  The property is
anchored by Dillard's, Macy's, Nordstrom and features over 140 in-
line tenants and kiosks.  As of September 2012, the occupancy was
97.2%, compared to 96.4% at issuance. Macy's is expected to renew
their lease for an additional five- year term.  The servicer
reported YE2011 debt service coverage ratio (DSCR) was 1.93x,
compared to 1.96x at underwriting.

The second largest loan (10.1%) is secured by a 1.18 million SF
class A office property in Chicago, IL.  As of September 2012, the
property occupancy improved to 87.5 from 79.6% at issuance.

Two of the top 15 loans are Washington, D.C. office properties,
one of which is 98% occupied by a GSA tenant.  Additionally there
is a northern Virginia hotel in the top 15.  Fitch will continue
to monitor the occupancy impact on specific properties and the
overall market as a result of potential downsizing by the U.S.
government.

Fitch affirms the following classes and maintains the Stable
Outlook:

  -- $1,067 million Class A-1 at 'AAAsf'; Outlook Stable;
  -- $182 million Class A-2 at 'AAAsf'; Outlook Stable;
  -- $459.8 million Class A-3 at 'AAAsf'; Outlook Stable;
  -- IO Class X-A at 'AAAsf'; Outlook Stable;
  -- $70.7 million Class B at 'AAsf'; Outlook Stable;
  -- $81.6 million Class C at 'Asf'; Outlook Stable
  -- $49 million Class D at 'BBB+sf'; Outlook Stable;
  -- $89.8 million Class E at 'BBB-sf'; Outlook Stable;
  -- $24.5 million Class F at 'BBsf'; Outlook Stable;
  -- $40.8 million Class G at 'Bsf'; Outlook Stable.

Fitch does not rate the interest-only class X-B or the $68 million
class H.


FINN SQUARE: S&P Gives 'BB' Rating on Class D Notes
---------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Finn
Square CLO Ltd./Finn Square CLO Corp.'s $464.7 million notes.

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

The ratings reflect S&P's view of:

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

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

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

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

-- The collateral manager's experienced management team.

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

RATINGS ASSIGNED

Finn Square CLO Ltd./Finn Square CLO Corp.

Class                 Rating      Amount
                                (mil. $)
A-1                   AAA (sf)    319.30
A-2                   AA (sf)      56.10
B-1 (deferrable)      A (sf)       19.50
B-2 (deferrable)      A (sf)       20.00
C (deferrable)        BBB (sf)     24.60
D (deferrable)        BB (sf)      25.20
Subordinated notes    NR           50.50

NR-Not rated.


GE COMMERCIAL 2003-C2: Moody's Cuts 2 Cert. Class Ratings to 'C'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of ten classes
and affirmed ten classes of GE Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificates, Series 2003-C2 as
follows:

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

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

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

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

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

Cl. E, Affirmed at Aa1 (sf); previously on Mar 17, 2011 Upgraded
to Aa1 (sf)

Cl. F, Affirmed at Aa3 (sf); previously on Mar 17, 2011 Upgraded
to Aa3 (sf)

Cl. G, Affirmed at Baa2 (sf); previously on Oct 15, 2003
Definitive Rating Assigned Baa2 (sf)

Cl. H, Downgraded to Ba2 (sf); previously on Oct 15, 2003
Definitive Rating Assigned Baa3 (sf)

Cl. J, Downgraded to B1 (sf); previously on Oct 15, 2003
Definitive Rating Assigned Ba1 (sf)

Cl. K, Downgraded to B3 (sf); previously on Oct 15, 2003
Definitive Rating Assigned Ba2 (sf)

Cl. L, Downgraded to Caa3 (sf); previously on Jan 6, 2012
Downgraded to B2 (sf)

Cl. M, Downgraded to C (sf); previously on Jan 6, 2012 Downgraded
to Caa2 (sf)

Cl. N, Downgraded to C (sf); previously on Jan 6, 2012 Downgraded
to Caa3 (sf)

Cl. O, Affirmed at C (sf); previously on Jan 6, 2012 Downgraded to
C (sf)

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

Cl. BLVD-2, Downgraded to B3 (sf); previously on Mar 17, 2011
Downgraded to Ba3 (sf)

Cl. BLVD-3, Downgraded to Caa1 (sf); previously on Mar 17, 2011
Downgraded to B1 (sf)

Cl. BLVD-4, Downgraded to Caa2 (sf); previously on Mar 17, 2011
Downgraded to B2 (sf)

Cl. BLVD-5, Downgraded to Caa3 (sf); previously on Mar 17, 2011
Downgraded to B3 (sf)

RATINGS RATIONALE

The downgrades of the pooled classes are due primarily to higher
expected losses from specially-serviced loans and troubled loans.
The downgrade of the four non-pooled, or rake classes are due to
the decline in performance of the Boulevard Mall which supports
these classes.

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

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

Moody's rating action reflects a base expected loss of
approximately 5.5% of the current deal balance. At last review,
Moody's base expected loss was approximately 3.6%. Moody's
provides a current list of base losses for conduit and fusion CMBS
transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 30, compared to a Herf of 36 at Moody's prior
review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated January 6, 2012.

DEAL PERFORMANCE

As of the December 10, 2012 distribution date, the transaction's
pooled certificate balance has decreased by 49% to $606 million
from $1.18 billion at securitization. The Certificates are
collateralized by 93 mortgage loans ranging in size from less than
1% to 7% of the pool, with the top ten loans (excluding
defeasance) representing 34% of the pool. The pool includes no
loans with investment-grade credit assessments. Twenty-two loans,
representing approximately 30% of the pool, are defeased and are
collateralized by U.S. Government securities.

Seventeen loans, representing 21% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Six loans have liquidated from the pool, resulting in an aggregate
realized loss of $18 million (49% average loss severity).
Currently, seven loans, representing 6% of the pool, are in
special servicing. The largest specially serviced loan is the
Raines Distribution Center Loan ($16 million -- 3% of the pool),
which is secured by a 1.1 million square-foot distribution
facility located in Memphis, Tennessee. The loan transferred to
special servicing in May 2010 and became REO in May 2011. The
property has suffered a sharp decline in occupancy following the
recent downsizing of a major tenant Prosero, Inc. and the
departure of the former lead tenant Solae, LLC. The property is
37% leased as of December 6, 2012. Colliers, the leasing agent and
property manager is overseeing a lease-up strategy for the
property in advance of a target sale date sometime in late 2013.

The remaining six specially serviced loans are secured by a mix of
commercial property types. Moody's estimates an aggregate $16
million loss (44% expected loss) for all specially serviced loans.

Moody's has assumed a high default probability for four poorly-
performing loans representing 8% of the pool. Moody's analysis
attributes to these troubled loans an aggregate $12 million loss
(24% expected loss severity based on a 51% probability default).

Moody's was provided with full-year 2011 and partial year 2012
operating results for 99% and 78% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 72% compared to 80% at last full
review. Moody's net cash flow reflects a weighted average haircut
of 11.5% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.1%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.64X and 1.47X, respectively, compared to
1.56X and 1.36X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three performing loans represent 16% of the pool. The
largest loan is the Boulevard Mall Loan ($40 million -- 7% of the
pool), which represents a participation interest in an $80 million
senior mortgage. The loan is secured by a 590,000 square foot
portion of a 1.2 million square foot regional mall located in Las
Vegas, Nevada. The property is also encumbered by an $18 million
B-note, which supports the non-pooled or rake bonds BLVD-2, BLVD-
3, BLVD-4 and BLVD-5. The mall is anchored by JCPenney, Macy's,
and Sears. Macy's and Sears are not part of the loan collateral.
The mall loan was modified with an extended maturity in connection
with the bankruptcy of former sponsor GGP. In 2011, ownership was
transferred to a new sponsor, Rouse Properties, Inc. Boulevard
mall has suffered from a steady decline in performance in recent
years, with inline occupancy falling to 57% in June 2012, down
from 60% in December 2011 and 68% the prior year. The mall faces
significant headwinds in the form of a sluggish local economy,
significant lease rollover risk in 2013, plus continued
competition from other nearby retail centers. Moody's current A-
Note LTV and stressed DSCR are 128% and 0.80X, respectively,
compared to 95% and 1.08X at last review. Moody's has identified
this as a troubled loan.

The second-largest loan is the Charleston Commons Loan ($29
million -- 5% of the pool). The loan is secured by a retail power
center located in Las Vegas, Nevada. Walmart is the anchor
retailer. The property was 98% leased as of September 2012,
unchanged from Moody's last review. The loan sponsor is Weingarten
Realty. Moody's current LTV and stressed DSCR are 76% and 1.29X,
respectively, compared to 74% and 1.32X at last review.

The third-largest loan is the Gateway Center Marshalls Loan ($26
million -- 4% of the pool). The loan is secured by a 100,000
square foot portion of a 630,000 square foot power center located
in Brooklyn, New York. Retailers include Marshalls, Babies 'R Us,
and Best Buy. The property was 100% leased as of June 2012.
Moody's current LTV and stressed DSCR are 57% and 1.62X
respectively, compared to 59% and 1.57X at last review.


GMAC COMMERCIAL 2003-C2: Fitch Cuts Ratings on 2 Note Classes
-------------------------------------------------------------
Fitch Ratings has downgraded two classes and affirmed 12 classes
of GMAC Commercial Mortgage Securities, Inc., series 2003-C2 (GMAC
2003-C2) commercial mortgage pass-through certificates.

The downgrades are due primarily to realized losses and potential
losses surrounding some of the higher leveraged loans scheduled to
mature next year.  In 2013, approximately 91.9% of the pool
matures.  As of the December 2012 distribution date, the pool's
aggregate principal balance has been reduced by 45.7% to $655.8
million from $1.29 billion at issuance.  In addition, 24 loans
(43.8%) are fully defeased.

Fitch has identified nine loans (16.5%) as Fitch Loans of Concern.
Fitch's modeled losses are 1.05% of the remaining pool.  Interest
shortfalls totaling $4,625,850 are currently affecting class K
through P.

The largest contributor to Fitch modeled losses is a 325,258
square foot (sf) portion of a community shopping center (4.6%)
located in Round Rock, Texas, 20 miles south of Austin.  The
property's cash flow has suffered due to decreased rent from lower
occupancy.

Fitch has downgraded the following classes and assigned Recovery
Estimates as indicated:

  -- $21 million class J to 'CCCsf' from 'B-sf'; RE 100%;
  -- $8.1 million class K to 'Csf' from 'CCCsf'; RE 0%.

Fitch has affirmed the following classes and revised Rating
Outlooks as indicated:

  -- $471.5 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $40.3 million class B at 'AAAsf'; Outlook Stable;
  -- $16.1 million class C at 'AAAsf'; Outlook Stable;
  -- $30.7 million class D at 'AAAsf'; Outlook Stable;
  -- $16.1 million class E at 'AAAsf'; Outlook Stable;
  -- $21 million class F at 'AAsf'; Outlook to Stable from
     Positive;
  -- $11.3 million class G at 'Asf'; Outlook Stable;
  -- $16.1 million class H at 'BBsf'; Outlook to Negative from
     Stable;

Class A-1 has paid in full. Classes L, M, N, and O remain at
'Dsf'; RE 0% due to realized losses.  Class P, which is not rated
by Fitch, has been reduced to zero from $21 million at issuance
due to realized losses.  Fitch previously withdrew the ratings
assigned to the interest-only classes, X-1 and X-2.  For
additional information, see 'Fitch Revises Practice for Rating IO
& Pre-Payment Related Structured Finance Securities, dated June
23, 2010.)




GREENWICH CAPITAL 2003-C2: Moody's Cuts 2 Cert. Ratings to 'C'
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of ten classes and
downgraded five classes of Greenwich Capital Commercial Funding
Corporation, Commercial Mortgage Pass-Through Certificates, Series
2003-C2 as follows:

Cl. A-4, Affirmed at Aaa (sf); previously on Jan 14, 2004
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Aug 17, 2006 Upgraded
to Aaa (sf)

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

Cl. D, Affirmed at Aa1 (sf); previously on Sep 25, 2008 Upgraded
to Aa1 (sf)

Cl. E, Affirmed at Aa3 (sf); previously on Jul 23, 2007 Upgraded
to Aa3 (sf)

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

Cl. G, Affirmed at Baa1 (sf); previously on Jul 23, 2007 Upgraded
to Baa1 (sf)

Cl. H, Affirmed at Ba1 (sf); previously on Jan 6, 2012 Downgraded
to Ba1 (sf)

Cl. J, Downgraded to B3 (sf); previously on Jan 6, 2012 Downgraded
to B1 (sf)

Cl. K, Downgraded to Caa2 (sf); previously on Jan 6, 2012
Downgraded to B3 (sf)

Cl. L, Downgraded to Ca (sf); previously on Jan 6, 2012 Downgraded
to Caa2 (sf)

Cl. M, Downgraded to C (sf); previously on Jan 6, 2012 Downgraded
to Caa3 (sf)

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

Cl. O, Affirmed at C (sf); previously on Feb 3, 2011 Downgraded to
C (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 IO Class, Class XC, is affirmed due to the credit quality of
its referenced classes.

The downgrades are due to realized and anticipated losses from
specially serviced and troubled loans and the potential for
additional interest shortfalls from loans in special servicing.

Moody's rating action reflects a cumulative base expected loss of
8.2% of the current balance compared to 7.1% at last review. The
Moody's base plus realized losses totals 5.3% of the original
balance compared to 5.1% 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 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 U.S. CMBS Conduit Transactions" published in September
2000, "Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a pay down analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying 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 10 compared to 15 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 January 6, 2012.

Deal Performance

As of the December 7, 2012 distribution date, the transaction's
aggregate certificate balance has decreased 51% to $856.6 million
from $1.7 billion at securitization. The Certificates are
collateralized by 53 mortgage loans ranging in size from less than
1% to 46% of the pool. There are 16 defeased loans, representing
37% of the pool, that are backed by U.S. government securities.
There are no loans with an investment grade credit assessment.

There are presently eight loans, representing 17% of the pool, on
the master servicer's watchlist. The watchlist includes loans
which meet certain portfolio review guidelines established as part
of the CRE Finance Council (CREFC) monthly reporting package. As
part of its ongoing monitoring of a transaction, Moody's reviews
the watchlist to assess which loans have material issues that
could impact performance.

Eight loans have been liquidated from the pool since
securitization, resulting in an aggregate $22.0 million loss
(19.9% loss severity on average). Currently four loans,
representing 20% of the pool, are in special servicing. The
largest specially serviced loan is the US Bank Loan ($120.2
million -- 14.0% of the pool), which represents the borrower's
pari-passu interest in a $250 first mortgage. There is also a
$10.0 million B note which is held outside of the trust. The loan
is secured by a 1.4 million square foot (SF) office tower and
accompanying parking garage located in downtown Los Angeles,
California. The property was 55% leased as of September 2012 and
was recently transferred to special servicing.

The remaining three specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $50.2
million loss for the specially serviced loans (29% expected loss
on average).

Moody's was provided with full year 2011 and partial year 2012
operating results for 100% and 95% of the performing pool,
respectively. Excluding specially serviced loans, Moody's weighted
average conduit LTV is 96% compared to 99% at last review. Moody's
net cash flow reflects a weighted average haircut of 11.6% to the
most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.9%.

Excluding specially serviced loans, Moody's actual and stressed
conduit DSCRs are 1.24X and 1.18X, respectively, compared to 1.47X
and 1.12X, respectively, at last full review. Moody's actual DSCR
is based on Moody's net cash flow (NCF) and the loan's actual debt
service. Moody's stressed DSCR is based on Moody's NCF and a 9.25%
stressed rate applied to the loan balance.

The top three performing conduit loans represent 17.6% of the pool
balance. The largest conduit loan is the Broadway Mall Loan ($84.8
million -- 9.9% of the pool), which is secured by the borrower's
interest in a 1.1 million SF regional mall located in Hicksville,
New York. The property was 90% leased as of September 2012
compared to 89% at last review. The center is anchored by Macy's,
IKEA and Target. The loan is currently on the master servicer's
watchlist due to a decrease in DSCR. Moody's LTV and stressed DSCR
are 122% and 0.89X, respectively, compared 126% and 1.0.86X at
last review.

The second largest loan is the Generation Company Hotel Portfolio
Loan ($33.2 million -- 3.9% of the pool), which is secured by the
borrower's interest in a nine property portfolio of Candlewood and
Suburban Lodge hotels in Virginia and North Carolina. These hotels
were 71% occupied as of September 2012 compared to 74% at last
review. Financial performance declined between 2010 and 2011 but
year-to-date financial reports through September 2012 suggest
improvement. Moody's LTV and stressed DSCR are 94% and 1.38X,
respectively, compared to 93% and 1.39X at last review.

The third largest loan is the Sand Creek Crossing retail Loan
($32.5 million -- 3.8% of the pool), which is secured by a 240,753
SF strip retail center located in Brentwood, California. The
property was 97% leased as of September 2012 compared to 93% at
last review. The three largest tenants are Raley's Supermarket,
Ross Dress for Less and TJ Maxx. All three tenants have long-term
leases in place. Moody's LTV and stressed DSCR are 112% and 0.92X
respectively, compared to 110% and 0.93X at last review.


GREENWICH CAPITAL 2004-GG1: Moody's Cuts Ratings on 2 Certs. to C
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of eight classes
and affirmed seven classes of Greenwich Capital Commercial Funding
Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-
GG1 as follows:

Cl. A-7, Affirmed at Aaa (sf); previously on Mar 9, 2011 Confirmed
at Aaa (sf)

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

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

Cl. D, Affirmed at Aa2 (sf); previously on Feb 16, 2011 Upgraded
to Aa2 (sf)

Cl. E, Affirmed at A1 (sf); previously on Feb 16, 2011 Upgraded to
A1 (sf)

Cl. F, Affirmed at Baa1 (sf); previously on Jun 24, 2004
Definitive Rating Assigned Baa1 (sf)

Cl. G, Downgraded to Baa3 (sf); previously on Jun 24, 2004
Definitive Rating Assigned Baa2 (sf)

Cl. H, Downgraded to Ba2 (sf); previously on Jun 24, 2004
Definitive Rating Assigned Baa3 (sf)

Cl. J, Downgraded to B1 (sf); previously on Jun 24, 2004
Definitive Rating Assigned Ba1 (sf)

Cl. K, Downgraded to B3 (sf); previously on Jun 24, 2004
Definitive Rating Assigned Ba2 (sf)

Cl. L, Downgraded to Caa1 (sf); previously on Jun 24, 2004
Definitive Rating Assigned Ba3 (sf)

Cl. M, Downgraded to Caa2 (sf); previously on Jun 24, 2004
Definitive Rating Assigned B1 (sf)

Cl. N, Downgraded to C (sf); previously on Feb 16, 2011 Downgraded
to Caa1 (sf)

Cl. O, Downgraded to C (sf); previously on Feb 16, 2011 Downgraded
to Caa2 (sf)

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

Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans.

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

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

Moody's rating action reflects a base expected loss of 5.8% of the
current balance. At last review, Moody's base expected loss was
2.6%. Moody's provides a current list of base losses for conduit
and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 26 compared to 29 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R)(Moody's Surveillance Trends) and CMM
(Commercial Mortgage Metrics) on Trepp -- and on a periodic basis
through a comprehensive review. Moody's prior full review is
summarized in a press release dated January 6, 2012.

Deal Performance

As of the December 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 49% to $1.4 billion
from $2.63 billion at securitization. The Certificates are
collateralized by 90 mortgage loans ranging in size from less than
1% to 8% of the pool, with the top ten non-defeased or non-
specially serviced loans representing 33% of the pool. Fourteen
loans, representing 34% of the pool, have defeased and are secured
by U.S. Government securities.

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

Ten loans have been liquidated from the pool, resulting in a
realized loss of $27 million (22% loss severity overall).
Currently five loans, representing 10% of the pool, are in special
servicing. Moody's has estimated an aggregate $52 million loss
(40% expected loss on average) for the specially serviced loans.

The largest specially-serviced loan is the Aegon Center Loan
($104.0 million -- 7.7% of the pool), which is secured by a
633,650 square foot (SF) Class A office building located in
downtown Louisville, Kentucky. It is the tallest building in the
entire state and is attached to a 5-level, 900-space garage. As of
December 2012, the property was 94% leased, the same as at last
review. Major tenants currently include Aegon N.V. (Moody's senior
unsecured rating A3 - stable outlook; 20% of the NRA; lease
expiration in December 2012), Frost Brown Todd (18% of the NRA;
lease expiration in 2020) and Stites and Harbison (13% of the NRA;
lease expiration in 2024). With Aegon's upcoming departure the
occupancy at the property will drop to 74%. The loan was
transferred to special servicing in March 2012 for to imminent
monetary default due to Aegon's lease expiring in December 2012.
The loan's initial 60-month interest-only period has expired and
the loan has amortized approximately 4% since securitization.

The remaining four specially serviced loans are secured by a mix
of commercial property types. Moody's estimates an aggregate $52
million loss (39.8% expected loss on average) for all specially
serviced loans.

Moody's has assumed a high default probability for 11 poorly
performing loans representing 7% of the pool and has estimated an
aggregate $14.9 million loss (15% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 operating results for 99%
of the pool. Excluding specially serviced, troubled and defeased
loans, Moody's weighted average LTV is 84% compared to 92% at last
review. Moody's net cash flow reflects a weighted average haircut
of 12% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.7%.

Excluding specially serviced, troubled and defeased loans, Moody's
actual and stressed DSCRs are 1.48X and 1.31X, respectively,
compared to 1.38X and 1.20X at last review. Moody's actual DSCR is
based on Moody's net cash flow (NCF) and the loan's actual debt
service. Moody's stressed DSCR is based on Moody's NCF and a 9.25%
stressed rate applied to the loan balance.

The top three performing conduit loans represent 13% of the pool
balance. The largest loan is the Southland Mall Loan ($75.5
million -- 5.4% of the pool), which is secured by a 1.3 million SF
regional mall (collateral is 1.01 MM SF) located between Oakland
and San Jose in Hayward, California. Ownership was transferred to
Rouse Properties in a spin-off of non-core assets by GGP. Non-
collateral anchors include JCPenney, Kohl's, Macy's, and Sears. As
of June 2012, the in-line space was 91% occupied as compared to
92% at last review. The trailing 12-month September 2012 comp in-
line sales were $311 PSF compared to $290 PSF at last review and
$333/SF at securitization. Moody's LTV and stressed DSCR are 73%
and 1.42X, respectively, compared to 75% and 1.33X at last review.

The second largest loan is the New Roc City Loan ($57.1 million
-- 4.2% of the pool), which is secured by a 446,076 SF lifestyle
retail center located in New Rochelle, New York. As of June 2012,
the property was 94% leased, the same as at last review. Moody's
LTV and stressed DSCR are 86% and 1.23X, respectively, compared to
92% and 1.15X at last review.

The third largest loan is the Severance Town Center Loan ($40.7
million -- 3.0% of the pool), which is secured by a 644,501 SF
enclosed shopping center located in Cleveland Heights, Ohio. As of
June 2012, the property was 87% leased as compared to 92% at last
review. Moody's LTV and stressed DSCR are 98% and 0.99X,
respectively, compared to 114% and 0.85X at last review.


GREENWICH CAPITAL 2005-GG3: Moody's Affirms C Ratings on 4 Certs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of eight classes
and confirmed nine classes of Greenwich Capital Commercial Funding
Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-
GG3 as follows:

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

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

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

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

Cl. A-J, Confirmed at Baa1 (sf); previously on Sep 27, 2012
Downgraded to Baa1 (sf) and Placed Under Review for Possible
Downgrade

Cl. B, Confirmed at Ba1 (sf); previously on Sep 27, 2012
Downgraded to Ba1 (sf) and Placed Under Review for Possible
Downgrade

Cl. C, Confirmed at Ba3 (sf); previously on Sep 27, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. D, Confirmed at B2 (sf); previously on Sep 27, 2012 Downgraded
to B2 (sf) and Placed Under Review for Possible Downgrade

Cl. E, Confirmed at B3 (sf); previously on Sep 27, 2012 Downgraded
to B3 (sf) and Placed Under Review for Possible Downgrade

Cl. F, Confirmed at Caa2 (sf); previously on Sep 27, 2012
Downgraded to Caa2 (sf) and Placed Under Review for Possible
Downgrade

Cl. G, Confirmed at Caa3 (sf); previously on Sep 27, 2012
Downgraded to Caa3 (sf) and Placed Under Review for Possible
Downgrade

Cl. H, Confirmed at Ca (sf); previously on Sep 27, 2012 Downgraded
to Ca (sf) and Placed Under Review for Possible Downgrade

Cl. J, Affirmed at C (sf); previously on Sep 27, 2012 Downgraded
to C (sf)

Cl. K, Affirmed at C (sf); previously on Sep 27, 2012 Downgraded
to C (sf)

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

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

Cl. XC, Confirmed at Ba3 (sf); previously on Sep 27, 2012 Ba3 (sf)
Placed Under Review for Possible Downgrade

Ratings Rationale

On September 27, 2012 Moody's placed nine classes on review for
possible downgrade in order to further evaluate the ongoing risk
of future interest shortfalls. This action concludes Moody's
review.

The affirmations and confirmations 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 IO 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 9.5% of the
current balance compared to 9.1% 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 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 U.S. CMBS Conduit Transactions" published in September
2000, and "Moody's Approach to Rating Structured Finance Interest-
Only Securities" published in February 2012.

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

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

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated September 25, 2012.

Deal Performance

As of the December 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 49% to $1.81
billion from $3.55 billion at securitization. The Certificates are
collateralized by 97 mortgage loans ranging in size from less than
1% to 12% of the pool. Eight loans, representing 7% of the pool,
have defeased and are secured by U.S. Government Securities. There
are no loans with credit assessments.

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

Eighteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $75.7 million (51% loss severity).
Currently 13 loans, representing 15% of the pool, are in special
servicing. The largest specially serviced loan is the Village at
Orange Loan ($60.1 million -- 3.3% of the pool), which is secured
by a 474,741 square foot (SF) regional mall. The property is
anchored by JC Penny, Sears and Wal-Mart, which are not part of
the collateral. The loan transferred to special servicing in
August 2011 as the result of imminent maturity default. The loan's
scheduled maturity date was November 6, 2011. The special servicer
is dual tracking foreclosure as well as a potential modification.
As of June 2012, the property was 97% leased. An appraisal dated
September 2012 valued the property at $54.6 million.

The second largest specially serviced loan is the
Birtcher/Charlesbank Office Portfolio ($44.7 million-2.5% of the
pool). The loan is secured by a portfolio of three office
properties located in Santa Ana, California. The loan transferred
to special servicing in January 2011 as the result of imminent
monetary default. The loan matured on August 6, 2011 and
foreclosure was filed on September 13, 2011. The portfolio has a
combined occupancy of 84%. An appraisal dated February 2012 valued
the property at $39.3 million. The remaining specially serviced
loans are represented by a mix of property types. Moody's has
estimated an aggregate $119.1 million loss (44% expected loss on
average) for all of the specially serviced loans.

Based on the most recent remittance statement, Classes D through P
have experienced cumulative interest shortfalls totaling $14.8
million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans. A spike in interest shortfalls occurred
in June, July and August of 2012 due to the payoff of the $203.9
million Shops at Venetian Loan in June and the payoff of the
$215.8 million North Star Mall loan in August. The loans were
included in the GGP bankruptcy, which upon pay off incurred a 1%
work out fee. One additional GGP loans remains in the pool.
Interest shortfalls are caused by special servicing fees,
including workout and liquidation fees, appraisal subordinate
entitlement reductions (ASERs), extraordinary trust expenses and
non-advancing by the master servicer based on a determination of
non-recoverability.

Moody's has assumed a high default probability for eight poorly
performing loans representing 5% of the pool and has estimated an
aggregate $19.2 million loss (20% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 and partial year 2012
operating results for 92% and 69% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 94% compared to 92% at last full
review. Moody's net cash flow reflects a weighted average haircut
of 11.0% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.5%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.40X and 1.15X, respectively, compared to
1.45X and 1.18X at last full review. Moody's actual DSCR is based
on Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three performing conduit loans represent 25% of the pool.
The largest conduit loan is the 1440 Broadway Loan ($211.1 million
-- 11.7% of the pool), which is secured by a 754,915 SF office
building located in New York City. The property was 94% leased as
of June 2012 compared to 99% at last review. The loan is also
encumbered by a $15 million B note, which is held outside the
trust. The performance has slightly declined since last review due
to a decline in occupancy. Moody's LTV and stressed DSCR are 99%
and 0.98X, respectively, compared to 89% and 1.09X at last review.

The second largest loan is the Mall St. Mathews Loan ($133.7
million -- 7.4% of the pool), which is secured by a 1 million SF
regional mall located in Louisville, Kentucky with 700,000 SF of
inline space serving as collateral for the loan. As of June 2012,
the total mall occupancy was 98% and in line space was 93% leased.
The property is anchored by Dillards and JC Penny, which are not
part of the collateral. The loan sponsor is GGP. As a result of
GGP's emergence from bankruptcy, the loan was modified and was
returned to the master servicer. The loan matures in January 2014.
Moody's LTV and stressed DSCR are 91% and 1.07X, respectively,
compared to 87% and 1.12X at last review.

The third largest loan is the Shops at Wailea Loan ($107.7 million
-- 5.9% of the pool), which is secured by a 164,400 SF retail
property located in Wailea, Hawaii on the island of Maui. The
tenant mix includes Tiffany, Cartier, Louis Vuitton, Guess and
Gap. As of June 2012, the property was 96% leased. Moody's LTV and
stressed DSCR are 103% and 0.95X, respectively, essentially the
same as at last review.


HALCYON STRUCTURED 2006-1: S&P Affirms 'BB+' Rating on E Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of notes from Halcyon Structured Asset Management Long
Secured/Short Unsecured CLO 2006-1 Ltd., a cash flow
collateralized loan obligation (CLO) transaction and removed the
classes from CreditWatch with positive implications, where S&P had
placed them on Sept. 24, 2012. "At the same time, we affirmed our
ratings on two other classes from the transaction and removed one
from CreditWatch with positive implications," S&P said.

"This transaction is currently in its amortization phase since the
reinvestment period ended in October 2011. 's upgrades reflect
paydowns of $72.68 million to the class A notes respectively since
our October 2011 rating actions. Due to this and other factors,
overcollateralization (O/C) ratios increased for the class A/B, C,
D, and E notes," S&P said.

The affirmations of the ratings on the class A and E notes reflect
credit support commensurate with the current rating levels.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1201.pdf

RATING AND CREDITWATCH ACTIONS

Halcyon Structured Asset Management Long Secured/Short Unsecured
CLO 2006-1
Ltd.
                Rating
Class        To         From
A            AAA (sf)   AAA (sf)
B            AAA (sf)   AA+ (sf)/Watch Pos
C            AA+ (sf)   AA (sf)/Watch Pos
D            A- (sf)    BBB+ (sf)/Watch Pos
E            BB+ (sf)   BB+ (sf)/Watch Pos


HELIOS SERIES 1: Moody's Raises Rating on Class B Notes to 'B1'
---------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the following
notes issued by Helios Series I Multi-Asset CBO, Ltd.:

US$27,000,000 Class B Floating Rate Notes, Due 2036 (current
outstanding balance of $26,809,944.96), Upgraded to B1 (sf);
previously on September 22, 2009 Downgraded to B3 (sf).

Ratings Rationale

According to Moody's, the rating upgrade on Dec. 21 is primarily a
result of deleveraging of the Class A Notes and an increase in the
transaction's overcollateralization ratios since the last rating
action in March 2012. Moody's notes that the Class A Notes have
been fully paid off since the last rating action. Based on Moody's
calculation, the Class B overcollateralization ratio is currently
at 127.26% versus 122.36% as of the last rating action. This
calculation assumes one of the assets in the portfolio, the Class
B-2 notes in CREST G-STAR 2001-1, as performing. The security,
which is rated Ba1 (sf) by Moody's is reported as a defaulted
security in the latest trustee report, dated as of December 7,
2012. In addition, the termination of the interest swap at the end
of 2012 will release interest proceeds to pay interest on Class B
and C notes. Previously, interest on the Class A and B notes were
being paid from principal proceeds.

Helios Series I Multi-Asset CBO, Ltd., issued in December 2001, is
a collateralized debt obligation backed primarily by a portfolio
of RMBS and CMBS originated from 1999 to 2001.

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

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.8 to model the loss distribution for SF CDOs. Within this
framework, defaults are generated so that they occur with the
frequency indicated by the adjusted default probability pool (the
default probability associated with the current rating multiplied
by the Resecuritization Stress) for each credit in the reference.
Specifically, correlated defaults are simulated using a normal (or
"Gaussian") copula model that applies the asset correlation
framework. Recovery rates for defaulted credits are generated by
applying within the simulation the distributional assumptions,
including correlation between recovery values. Together, the
simulated defaults and recoveries across each of the Monte Carlo
scenarios define the loss distribution for the reference pool.

Once the loss distribution for the collateral has been calculated,
each collateral loss scenario derived through the CDOROM loss
distribution is associated with the interest and principal
received by the rated liability classes via the CDOEdge cash-flow
model . The cash flow model takes into account the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (EL) for each tranche is the weighted
average of losses to each tranche across all the scenarios, where
the weight is the likelihood of the scenario occurring. Moody's
defines the loss as the shortfall in the present value of cash
flows to the tranche relative to the present value of the promised
cash flows. The present values are calculated using the promised
tranche coupon rate as the discount rate. For floating rate
tranches, the discount rate is based on the promised spread over
Libor and the assumed Libor scenario.

Moody's notes that in arriving at its ratings of SF CDOs, there
exist a number of sources of uncertainty, operating both on a
macro level and on a transaction-specific level. Primary sources
of assumption uncertainty are the extent of the slowdown in growth
in the current macroeconomic environment and the commercial and
residential real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. Among the uncertainties in the residential
real estate property market are those surrounding future housing
prices, pace of residential mortgage foreclosures, loan
modification and refinancing, unemployment rate and interest
rates.

Moody's rating action on Dec. 21 factors in a number of
sensitivity analyses and stress scenarios, discussed below.
Results are shown in terms of the number of notches' difference
versus the current model output, where a positive difference
corresponds to lower expected loss, assuming that all other
factors are held equal:

Moody's non-investment grade rated assets notched up by 2 rating
notches:

Class B: +2

Class C: 0

Moody's non-investment grade rated assets notched down by 2 rating
notches:

Class B: -1

Class C: 0

Sources of additional performance uncertainties are described
below:

1) Amortizations: The main source of uncertainty in this
transaction is whether amortizations will continue and at what
pace. The rate of prepayments in the underlying portfolio may have
significant impact on the notes' ratings.

2) Lack of portfolio granularity: The performance of the portfolio
depends to a large extent on the credit conditions of a few large
obligors, especially when they experience jump to default.


ING IM 2012-2: S&P Affirms 'BB' Rating on Class E Deferrable Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on ING IM
CLO 2012-2 Ltd./ING IM CLO 2012-2 LLC's $321.75 million floating-
rate notes following the transaction's effective date as of Oct.
18, 2012.

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

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

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

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

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

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED
ING IM CLO 2012-2 Ltd./ING IM CLO 2012-2 LLC

Class                           Rating         Amount (mil. $)
A                               AAA (sf)                222.50
B                               AA (sf)                  36.00
C (deferrable)                  A (sf)                   30.50
D (deferrable)                  BBB (sf)                 17.75
E (deferrable)                  BB (sf)                  15.00


JP MORGAN 2005-LDP1: S&P Affirms 'CCC-' Rating on Class H Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes from two U.S. commercial mortgage-backed securities (CMBS)
transactions and removed five of these ratings from CreditWatch
with positive implications. "In addition, we lowered our ratings
on 10 classes from the two transactions. We also affirmed our
ratings on 19 other classes from the two transactions. 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," 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, which include the current
and potential interest shortfalls both transactions are
experiencing resulting in reduced liquidity support available to
the lowered classes," 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 Standard & Poor's 17g-7 Disclosure Report included in this
credit rating report is available at:

    http://standardandpoorsdisclosure-17g7.com/1201.pdf

RATING AND CREDITWATCH ACTIONS

J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-LDP1
           Rating
Class  To          From              Credit enhancement (%)
A-2    AAA (sf)    AAA(sf)                         29.84
A-3    AAA (sf)    AAA(sf)                         29.84
A-4    AAA (sf)    AAA(sf)                         29.84
A-SB   AAA (sf)    AAA(sf)                         29.84
A-1A   AAA (sf)    AAA(sf)                         29.84
A-J    AAA (sf)    AA-(sf)/Watch Pos               18.65
A-JFL  AAA (sf)    AA-(sf)/Watch Pos               18.65
B      AA  (sf)    A  (sf)/Watch Pos               14.71
C      AA- (sf)    A- (sf)/Watch Pos               13.26
D      A  (sf)     BBB+(sf)                        10.15
E      BBB (sf)    BBB(sf)                          8.49
F      BB+ (sf)    BB+(sf)                          5.79
G      CCC (sf)    B  (sf)                          4.13
H      CCC- (sf)   CCC- (sf)                        2.27
X-1    AAA (sf)    AAA (sf)                          N/A

J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-LDP5
           Rating
Class  To          From              Credit enhancement (%)
A-2    AAA (sf)    AAA(sf)                         37.16
A-3    AAA (sf)    AAA(sf)                         37.16
A-4    AAA (sf)    AAA(sf)                         37.16
A-SB   AAA (sf)    AAA(sf)                         37.16
A-1A   AAA (sf)    AAA(sf)                         37.16
A-M    AAA (sf)    AA (sf)/Watch Pos               24.57
A-J    A   (sf)    A  (sf)                         15.60
B      A-  (sf)    A- (sf)                         14.81
C      BBB+(sf)    BBB+(sf)                        12.61
D      BBB-(sf)    BBB(sf)                         11.35
E      BB+ (sf)    BBB-(sf)                        10.72
F      BB-(sf)     BB+ (sf)                         9.14
G      B+ (sf)     BB  (sf)                         8.04
H      B- (sf)     BB- (sf)                         6.47
J      B- (sf)     B+  (sf)                         5.21
K      CCC(sf)     B+  (sf)                         3.32
L      CCC-(sf)    B+  (sf)                         2.53
M      CCC- (sf)   CCC+(sf)                         2.06
X-1    AAA (sf)    AAA (sf)                          N/A
X-2    AAA (sf)    AAA (sf)                          N/A

N/A-Not applicable.


JP MORGAN 2006-LDP8: Moody's Cuts Ratings on 2 Cert. Classes to C
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven classes
and affirmed 13 classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2006-LDP8 as follows:

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

Cl. A-3FL, Affirmed at Aaa (sf); previously on Oct 2, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-3A, Affirmed at Aaa (sf); previously on Oct 2, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-3B, Affirmed at Aaa (sf); previously on Oct 2, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Oct 2, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed at Aaa (sf); previously on Oct 2, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Oct 2, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Affirmed at Aaa (sf); previously on Oct 2, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-J, Affirmed at A3 (sf); previously on Nov 12, 2009
Downgraded to A3 (sf)

Cl. B, Affirmed at Baa3 (sf); previously on Jan 20, 2012
Downgraded to Baa3 (sf)

Cl. C, Affirmed at Ba2 (sf); previously on Jan 20, 2012 Downgraded
to Ba2 (sf)

Cl. D, Downgraded to B2 (sf); previously on Jan 20, 2012
Downgraded to B1 (sf)

Cl. E, Downgraded to B3 (sf); previously on Jan 20, 2012
Downgraded to B2 (sf)

Cl. F, Downgraded to Caa2 (sf); previously on Jan 20, 2012
Downgraded to B3 (sf)

Cl. G, Downgraded to Caa3 (sf); previously on Nov 12, 2009
Downgraded to Caa1 (sf)

Cl. H, Downgraded to Ca (sf); previously on Nov 12, 2009
Downgraded to Caa2 (sf)

Cl. J, Downgraded to C (sf); previously on Nov 12, 2009 Downgraded
to Caa3 (sf)

Cl. K, Downgraded to C (sf); previously on Feb 24, 2011 Downgraded
to Ca (sf)

Cl. L, Affirmed at C (sf); previously on Feb 24, 2011 Downgraded
to C (sf)

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

RATINGS RATIONALE

The seven downgrades are due to an increase in expected losses
from specially serviced and troubled loans and concerns over the
pool's third largest loan, the Gas Company Tower Loan ($229
million -- 8.5% of the pool).

The affirmations of the 12 principal and interest 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, is consistent with the credit
performance of its referenced classes and thus is affirmed.

Moody's rating action reflects a base expected loss of 5.7% of the
current pooled balance compared to 5.8% at last review. The pool
has experienced an additional $17.7 million realized loss since
last review, increasing Moody's base expected loss plus realized
losses is to 7.2% of the original pooled balance compared to 7.1%
at last review. Moody's provides a current list of base expected
losses for conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 18, which is the same as at Moody's prior
review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel based Large Loan Model v 8.5 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 January 20, 2012.

DEAL PERFORMANCE

As of the December 17, 2012 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 12% to $2.7
billion from $3.1 billion at securitization. The Certificates are
collateralized by 132 mortgage loans ranging in size from less
than 1% to 14% of the pool, with the top ten loans representing
64% of the pool. One loan, representing less than 1% of the pool,
has been defeased and is collateralized with U.S. Government
Securities.

Forty-seven loans, representing 29% 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.

Thirteen loans have been liquidated at a loss from the pool,
resulting in an aggregate realized loss of $69 million (51%
average loss severity). Nine loans, representing 5% of the pool,
are currently in special servicing. The largest specially serviced
loan is the Colony III Portfolio B & C Loan ($61 million -- 2.3%
of the pool). The loan is less than one month delinquent. It
recently underwent a loan modification and is expected to be
returned to the master servicer in the first quarter of 2013. The
portfolio originally consisted of 15 office and industrial
properties located in six states. Component A of this portfolio
paid off in full at its September 2011 maturity. Three properties
that originally secured Component B were sold between May 2012 and
August 2012. Net sale proceeds were greater than the allocated
loan amounts at origination and used to reduce the outstanding
balance of Component B to $18 million from $57 million. The loan
modification combined the Component B loan and Component C loan
into a single loan with two components. The maturity of Component
B was extended by one year to September 2013. Component B also has
open prepayment subject to the remaining collateral maintaining a
1.20X DSCR.

The servicer has recognized an aggregate $15 million appraisal
reduction for six of the nine specially serviced loans. Moody's
has estimated an aggregate $32 million loss (55% average severity)
for eight of the nine specially serviced loans.

Moody's has assumed a high default probability for 22 poorly
performing loans representing 16% of the pool and has estimated a
$64 million aggregate loss (17% expected loss based on a 44%
probability default) from these troubled loans.

Moody's was provided with full year 2011 and partial year 2012
operating results for 99% and 78% of the pool's performing loans,
respectively. Moody's weighted average conduit LTV is 99% compared
to 108% 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 11% to the
most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 8.7%.

Moody's actual and stressed conduit DSCRs are 1.33X and 0.97X,
respectively, compared to 1.25X and 0.90X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

Based on the most recent remittance statement, Classes H through
NR have experienced cumulative interest shortfalls totaling $3.3
million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the exposure to
specially serviced loans. Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs),
extraordinary trust expenses, loan modifications that include
either an interest rate reduction or a non-accruing note
component, and non-recoverability determinations by the servicer
that involve either a clawback of previously made advances or a
decision to stop making future advances. Additionally, the trust
will incur a 1% workout fee upon payoff of the Colony III
Portfolio B & C Loan. If the entire fee is incurred in one month
then a one-time interest shortfall spike may occur.

The top three performing loans represent 33% of the pool balance.
The largest loan is the Park La Brea Apartments Loan ($388 million
-- 14.4% of the pool), which represents a pari passu interest in a
$775 million first mortgage loan. The loan is secured by a 4,238-
unit multifamily property located in Los Angeles, California, a
strong multifamily market with a Moody's Red-Yellow-Green score of
90. The property was 96% leased as of October 2012 compared to 95%
at last review. Performance has improved slightly since last
review primarily because of an increase in average rents. The loan
is interest-only for the entire term. Moody's LTV and stressed
DSCR are 101% and 0.80X, respectively, compared to 104% and 0.78X,
at last review.

The second largest loan is the 53 State Street Loan ($280 million
-- 10.4% of the pool), which is secured by a 1.1 million square
foot (SF) Class A office building located in the financial office
submarket in Boston, Massachusetts. The property was 77% leased as
of June 2012 compared to 81% at last review. The property was
purchased by UBS Realty Investors in December 2011 for $610
million. The loan is interest-only for the entire term. Moody's
LTV and stressed DSCR are 110% and 0.83X, respectively, compared
to 104% and 0.89X at last review.

The third largest loan is the Gas Company Tower Loan ($229 million
-- 8.5% of the pool), which represents a pari passu interest in a
$458 million first mortgage loan. The loan is secured by a 1.3
million square foot Class A office building located in downtown
Los Angeles, California. The loan is on the watchlist due to
declining occupancy and base rent. The largest tenant, Southern
California Gas Company (senior unsecured rating A2, stable
outlook) significantly reduced both its space footprint and base
rent in November 2011. Additionally, a tenant representing 8% of
the net rentable area vacated in November 2011. As of October
2012, the property was 76% leased compared to 85% at last review.
The loan's sponsor, MPG Office Trust, previously indicated that it
does not intend to dispose of U.S. Bank Tower, Wells Fargo Tower
or this asset partly because of a tax indemnification obligation
covering each asset. Despite MPG's stated intent, the U.S. Bank
Tower recently transferred to special servicing. The loan is
interest only for the entire term and has have an actual DSCR of
less than 1.0X based on the most recent financial information
available. Moody's views this loan as a troubled loan. Moody's LTV
and stressed DSCR are 167% and 0.57X, respectively, compared to
135% and 0.70X at last review.


JP MORGAN 2007-LDP12: Fitch Cuts Rating on Six Note Classes
-----------------------------------------------------------
Fitch Ratings has downgraded six classes and affirmed 16 classes
of J.P. Morgan Chase Commercial Mortgage Securities Trust, Series
2007-LDP12 due to a greater certainty of loss expectations
associated with loans currently in special servicing.

Fitch modeled losses of 15.1% of the remaining pool; expected
losses on the original pool balance total 17.1%, including losses
already incurred.  The pool has experienced $119.9 million (4.8%
of the original pool balance) in realized losses to date.  Fitch
has designated 22 loans (20.9%) as Fitch Loans of Concern, which
includes 13 specially serviced assets (14.3%).

As of the December 2012 distribution date, the pool's aggregate
principal balance has been reduced by 18.5% to $2.04 billion from
$2.5 billion at issuance.  No loans have defeased since issuance.
Interest shortfalls are currently affecting classes L through NR.

The largest contributor to expected losses is a 21 story, Class A
office building located in the Vinings area of Atlanta, GA (3.3%
of the pool).  The loan was transferred to special servicing in
October 2012.  The property consists of 438,709 square feet (sf)
of office space and amenities include a full-service athletic and
dining club (8% of total SF).  Per the special servicer, a lease
renewal is out for signature.  The borrower has indicated to the
special servicer that they are unwilling to fund the Tenant
Improvements and Leasing Commissions related to the renewal.  As
of June 2012, the debt service coverage ratio (DSCR) is 0.87x. The
property is 74% occupied as of October 2012.

The next largest contributor to expected losses is a 415,324 sf,
class A, multi-tenant, 18-story office building also located in
Atlanta, GA (3.2%).  The loan transferred to special servicing in
June 2012 for imminent default.  The loan matured in July 2012 and
the borrower has requested an extension of the loan's maturity and
a principal reduction.  The property is unable to meet its debt
service payments.  The loan is cash managed via a hard lock box.
The borrower has made a discounted payoff (DPO) offer which is
currently under review.  The property was 85% occupied as of May
2012, with average asking rent of $21.75 psf.

The third largest contributor to expected losses is the Plaza El
Segundo loan (7.9% and largest loan in the pool), which is secured
by a 380,902 sf class A power center located in El Segundo, CA.
The center is anchored by Whole Foods Market (17%), Dick's
Sporting Goods (12%), Best Buy (12%), Home Goods (7%), PetSmart
(5%), Cost Plus World Market (5%).  Major tenants include
Anthropologie (3%), Salt Creek Grille (2%), Active Ride (2%),
Banana Republic (2%).  As of Sept. 2012, the property was 99%
occupied. Leases for tenants representing 24% of the NRA are
schedule to expire in 2017, the same year as the loan maturity.
The most recent reported comparable sales information as of
trailing 12 month (TTM) September 2011 is $427.84 psf up from
$416.19 as of TTM September 2010.

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

  -- $250.5 million class A-M to 'BBB-sf' from 'Asf'; Outlook to
     Negative from Stable;
  -- $197.2 million class A-J to 'CCCsf' from 'B-sf'; RE 50%;
  -- $12.5 million class E to 'CCsf' from 'CCCsf'; RE 0%;
  -- $25 million class F to 'Csf' from 'CCsf'; RE 0%;
  -- $28.2 million class G to 'Csf' from 'CCsf'; RE 0%;
  -- $28.2 million class H to 'Csf' from 'CCsf'; RE 0%.

Fitch affirms the following classes as indicated:

  -- $183.2 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $346.2 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $601.7 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $45.9 million class A-SB at 'AAAsf'; Outlook Stable;
  -- $213.2 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $21.9 million class B at 'CCCsf'; RE 0%;
  -- $28.2 million class C at 'CCCsf'; RE 0%;
  -- $21.9 million class D at 'CCCsf'; RE 0%;
  -- $28.2 million class J at 'Csf'; RE 0%;
  -- $10.4 million class K at 'Dsf'; RE 0%;
  -- $0 class L at 'Dsf'; RE 0%;
  -- $0 class M at 'Dsf'; RE 0%;
  -- $0 class N at 'Dsf'; RE 0%;
  -- $0 class P at 'Dsf'; RE 0%;
  -- $0 class Q at 'Dsf'; RE 0%;
  -- $0 class T at 'Dsf'; RE 0%.

Fitch does not rate the class NR certificates.  Class A-1 has paid
in full.  Fitch previously withdrew the rating on the interest-
only class X certificates.


JP MORGAN 2012-LC9: S&P Rates $21MM Class G Certificates 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to J.P.
Morgan Chase Commercial Mortgage Securities Trust 2012-LC9's
$1.07 billion commercial mortgage pass-through certificates series
2012-LC9.

The note issuance is a commercial mortgage-backed securities
transaction backed by 45 commercial mortgage loans with an
aggregate principal balance of $1,071.9 million, secured by the
fee interest in 79 properties across 25 states.

"The ratings reflect the credit support provided by the
transaction structure, our view of the underlying collateral's
economics, the trustee-provided liquidity, the collateral pool's
relative diversity, and our overall qualitative assessment of the
transaction. Standard & Poor's determined that the collateral pool
has, on a weighted average basis, debt service coverage of 1.66x
and beginning and ending loan-to-value ratios of 82.0% and 73.3%,
respectively, based on Standard & Poor's values," S&P said.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1201.pdf

RATINGS ASSIGNED

J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-LC9

Class(i)      Rating                 Amount
                                   (mil. $)
A-1           AAA (sf)           42,171,000
A-2           AAA (sf)          163,562,000
A-3           AAA (sf)           54,126,000
A-4           AAA (sf)          100,000,000
A-5           AAA (sf)          320,108,000
A-SB          AAA (sf)           70,393,000
X-A           AAA (sf)     836,116,000(iii)
X-B(ii)       A+ (sf)       93,795,000(iii)
A-S(ii)       AAA (sf)           85,756,000
B(ii)         AA (sf)            54,937,000
C(ii)         A+ (sf)            38,858,000
EC(ii)        A+ (sf)           179,551,000
D(ii)         A- (sf)            20,099,000
E(ii)         BBB (sf)           40,198,000
F(ii)         BB+ (sf)           21,438,000
G(ii)         BB- (sf)           21,439,000
NR(ii)        NR                 38,858,167

  (i)The certificates will be issued to qualified institutional
     buyers according to Rule 144A of the Securities Act of 1933.
(ii)Non-offered certificates.
(iii)Notional balance.
  NR-Not rated.


KKR FINANCIAL 2012-1: S&P Rates Class D Notes 'BB'
--------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to KKR
Financial CLO 2012-1 Ltd./KKR Financial CLO 2012-1 LLC's $367.50
million floating-rate notes.

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

The ratings reflect S&P's view of:

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

-- The transaction's credit enhancement, which is sufficient to
    withstand the defaults applicable for the supplemental tests
    (not counting excess spread), and cash flow structure, which
    can withstand the default rate projected by Standard & Poor's
    CDO Evaluator model, as assessed by Standard & Poor's using
    the assumptions and methods outlined in its corporate
    collateralized debt obligation 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 rated notes, which it assessed using
    its cash flow analysis and assumptions commensurate with the
    assigned ratings under various interest-rate scenarios,
    including LIBOR ranging from 0.3439%-12.6500%.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1201.pdf

RATINGS ASSIGNED

KKR Financial CLO 2012-1 Ltd./KKR Financial CLO 2012-1 LLC

Class                 Rating          Amount
                                    (mil. $)
A-1A                  AAA (sf)        231.00
A-1B                  AAA (sf)         25.00
A-2                   AA (sf)          41.00
B (deferrable)        A (sf)           33.00
C (deferrable)        BBB (sf)         20.00
D (deferrable)        BB (sf)          17.50
Subordinated notes    NR               44.87

NR-Not rated.


LB COMMERCIAL 1996-C2: Moody's Hikes Rating on Cl. Certs. to 'B1'
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed one class of LB Commercial Conduit Mortgage Trust II,
Multiclass Pass-Through Certificates, Series 1996-C2 as follows:

Cl. F, Upgraded to B1 (sf); previously on Mar 10, 2011 Upgraded to
Caa1 (sf)

Cl. IO, Affirmed at Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf)

Ratings Rationale

The only remaining P&I class for this transaction has experienced
an aggregate $127,101 realized loss which represent 0.6% of the
class original balance. Moody's doesn't anticipate any further
losses for this pool. The upgrade is due to lower loss severity
than previously anticipated. The rating of the IO Class is
consistent with the credit performance of its respective
referenced classes and thus is affirmed.

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

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

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

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

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 1, the same as at last review.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated January 6, 2012.

Deal Performance

As of the November 26, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 99.9% to $195,581
from $397.2 million at securitization. The remaining certificates
are collateralized by one mortgage loan representing 100% of the
pool. The loan is a fully amortizing with the remaining term of 45
months.

Sixteen loans have been liquidated from the pool since
securitization, resulting in an aggregate bond realized loss of
$29.9 million (68% loss severity on average), which represents
7.5% of the original pool balance. Due to the realized losses the
classes G, H, and J were completely eliminated.

Moody's was provided with full year 2011 and partial year 2012
operating results for the remaining loan. The single remaining
loan is the 32nd Street Shops / Denny's Loan ($195,581 -- 100% of
the pool), which is secured by a 9,618 square foot neighborhood
retail center located in Boca Raton, Florida. The property was
100% leased as of June 2012 compared to 90% at last review. The
largest tenant is Denny's, Inc. (41% of NRA, lease expiration
February 28, 2017). Performance has been stable. Moody's LTV and
stressed DSCR are 21% and 5.6X, respectively, compared to 26% and
4.54X at last review.


LB-UBS COMMERCIAL 2007-C1: Fitch Keeps Ratings on 12 Note Classes
-----------------------------------------------------------------
Fitch Ratings has downgraded six classes and affirmed 12 classes
of LB-UBS commercial mortgage trust series 2007-C1 due to an
increase in Fitch's expected loss.

Fitch modeled losses of 13.7% of the remaining pool; expected
losses on the original pool balance total 15.1%, including losses
already incurred.  The pool has experienced $130.4 million (3.5%
of the original pool balance) in realized losses to date.  Fitch
has designated 25 loans (20.4%) as Fitch Loans of Concern, which
includes 13 specially serviced assets (15.3%).

As of the December 2012 distribution date, the pool's aggregate
principal balance has been reduced by 14.9% to $3.19 billion from
$3.75 billion at issuance.  No loans have defeased since issuance.
Interest shortfalls are currently affecting classes G through BMP.

The largest contributor to expected losses is the specially-
serviced Bethany Portfolio (9.3% of the pool), which is secured by
16 multifamily properties located in Austin, TX, Houston, TX, and
Maryland.  The loan was transferred back to the special servicer
in February 2011 for imminent default and the loan was brought
current in August 2012.  Property performance and cash flow remain
below expectations due to soft market conditions and high
concessions.  The loan was previously modified in March 2010 which
increased the term and IO period by 60 months and reduced the
interest rate from 5.28% to 4.94%.

The next largest contributor to expected losses is 1745 Broadway
(10.7%), which is secured by a 636,598 square foot (sf) class A
office in the midtown west submarket of New York, NY.  The
building is 100% occupied by Random House, which uses this
location as its headquarters. Random House (parent company and
guarantor is Bertelsman AG [rated 'BBB+' by Fitch]) occupies its
space pursuant to a triple net lease expiring in June 2018.  The
loan is scheduled to mature in November 2017 and Random House's
lease is significantly below market.

The third largest contributor to expected losses is a 517,887 sf
industrial building (1.5%) located in University Park, IL.  The
loan was transferred to the special servicer in April 2011 for
imminent payment default and a deed in lieu of foreclosure was
closed in March 2012.  The special servicer continues working to
stabilize the property.

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

  -- $371.3 million class A-M to 'Asf' from 'AAAsf'; Outlook
     Stable;
  -- $315.6 million class A-J to 'CCCsf' from 'BBsf'; RE 70%;
  -- $55.7 million class C to 'CCsf' from 'CCCsf'; RE 0%;
  -- $37.1 million class D to 'CCsf' from 'CCCsf'; RE 0%;
  -- $18.6 million class E to 'CCsf' from 'CCCsf'; RE 0%;
  -- $32.5 million class F to 'Csf' from 'CCsf'; RE 0%.

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

  -- $27.8 million class B at 'CCCsf'; RE 0%;
  -- $32.5 million class G at 'Csf'; RE 0%;
  -- $41.8 million class H at 'Csf'; RE 0%;
  -- $41.8 million class J at 'Csf'; RE 0%;
  -- $49.2 million class K at 'Dsf'; RE 0%;
  -- $0 class L at 'Dsf'; RE 0%;
  -- $0 class M at 'Dsf'; RE 0%;
  -- $0 class N at 'Dsf'; RE 0%.

Fitch affirms the following classes:

  -- $213.3 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $79.2 million class A-AB at 'AAAsf'; Outlook Stable;
  -- $1.2 billion class A-4 at 'AAAsf'; Outlook Stable;
  -- $714.9 million class A-1A at 'AAAsf'; Outlook Stable.

Fitch previously withdrew the ratings on the interest-only class
X-CP, X-W and X-CL certificates.


MAGNETITE VII: S&P Gives 'BB' Rating on Class D Deferrable Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Magnetite VII Ltd./Magnetite VII Corp.'s $552 million floating-
rate notes.

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

The ratings reflect S&P's view of:

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

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

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

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

-- The asset manager's experienced management team.

-- S&P's projections regarding the timely interest and ultimate
    principal payments on the rated notes, which it assessed using
    its cash flow analysis and assumptions commensurate with the
    assigned ratings under various interest-rate scenarios,
    including LIBOR ranging from 0.34%-12.87%.
-- The transaction's overcollateralization and interest coverage
    tests, a failure of which will lead to the diversion of
    interest and principal proceeds to reduce the balance of the
    rated notes outstanding.

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

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED

Magnetite VII Ltd./Magnetite VII Corp.

Class                  Rating          Amount
                                     (mil. $)
A-1 senior notes(i)    AAA (sf)             0
A-1A                   AAA (sf)        360.00
A-1B                   AAA (sf)         12.00
A-2A                   AA (sf)          35.00
A-2B                   AA (sf)          40.00
B (deferrable)         A (sf)           47.40
C (deferrable)         BBB (sf)         28.80
D (deferrable)         BB (sf)          28.80
Subordinated notes     NR               58.15

(i) The class A-1 senior notes will originally be issued with a
     principal amount of zero. Upon a class A-1 exchange, the
     principal amount of the class A-1 senior notes will be equal
     to the aggregate outstanding amount of the class A-1A and A-
     1B notes.

NR-Not rated.


MERCER FIELD: Fitch Rates $60-Mil. Class E Notes at 'BBsf'
----------------------------------------------------------
Fitch Ratings assigned the following ratings to Mercer Field CLO
LP (Mercer Field CLO) on Dec. 20, 2012:

  -- $556,500,000 class A notes 'AAAsf'; Outlook Stable;
  -- $154,350,000 class B notes 'AAsf'; Outlook Stable;
  -- $78,750,000 class C notes 'Asf'; Outlook Stable;
  -- $65,100,000 class D notes 'BBBsf'; Outlook Stable;
  -- $60,480,000 class E notes 'BBsf'; Outlook Stable;
  -- $332,583,500 exchangeable combination notes 'BBB-sf'; Outlook
     Stable.

The exchangeable combination notes comprise 100% of the class C,
class D and class E notes, $97,041,000 (70%) of the unrated income
notes and the current accreted value of a $55 million Fannie Mae
(FNMA) principal-only strip, which is the current underlying
specified security.

Rating Rationale

Fitch's analysis focused primarily on a Fitch-stressed portfolio,
which accounts for many of the worst-case portfolio concentrations
permitted by the indenture.  Fitch's cash flow modeling results
indicated performance in-line with the assigned ratings in at
least 34 of the 36 modeling scenarios when evaluating the Fitch-
stressed portfolio for each class of notes.  Fitch notes that the
subordination levels available to each class of notes exceed the
levels typically seen on similarly rated tranches in recent CLOs,
which helps mitigate potentially lower recoveries on the senior
secured bond assets and the impact of unhedged interest rate risks
caused by the large permitted exposure to fixed-rate assets.  See
the Senior Secured Bonds portion of this release for further
detail on Fitch's recovery assumptions for these assets.

Transaction Summary

Mercer Field CLO is an arbitrage cash flow collateralized loan
obligation (CLO) that will be managed by Guggenheim Partners
Investment Management, LLC (GPIM).  Net proceeds from the issuance
of the notes will be used to purchase a portfolio of approximately
$1,050 million of leveraged loans and senior secured bonds . The
CLO will have a four-year reinvestment period.

Portfolio Concentrations

The transaction allows for up to 40% exposure to fixed-rate senior
secured bonds, representing a departure from the typical 90%
minimum senior secured loan covenant seen in most recent CLO
issuances.  Fitch considered the potentially lower expected
recovery attributes of senior secured bonds compared to senior
secured loans in its portfolio credit model (PCM).  In its cash
flow modeling analysis, Fitch ran its standard interest rate and
default timing scenarios, along with additional default skew
assumptions to account for potential interest rate mismatches
between the assets and the liabilities, which is discussed further
under Fitch Analysis.

Aside from the higher permitted exposure to fixed-rate senior
secured bonds, the concentration limitations presented are
generally within the range of limits set in the majority of recent
CLOs.  Fitch addressed the impact of the most prominent risk-
presenting concentration allowances in its analysis of the Fitch-
stressed portfolio.

Fitch Analysis

Analysis was conducted on a Fitch-stressed portfolio that was
created by Fitch and designed to address the impact of the most
prominent risk-presenting concentration allowances and targeted
test levels to ensure that the transaction's expected performance
is in-line with the ratings assigned.  The Fitch-stressed
portfolio was assumed to be $1,050 million, with $630 million
(60%) par amount of senior secured loans and $420 million (40%)
par amount of senior secured bonds.

The assumptions for the Fitch-stressed portfolio reflect that the
five largest loan obligors are permitted to be 2.5% each and the
bond obligors are capped at 1% each.  The allowable exposure to
'CCC' rated collateral is 7.5% for publicly available Fitch
ratings and 7.5% as defined by S&P.  Fitch considers 8.8% of the
indicative portfolio, which is a portfolio provided by the
arranger representing the intended ramped portfolio, to be rated
in the 'CCC' category, only 1% of which has a publicly available
Fitch rating, and therefore did not adjust this percentage in the
Fitch-stressed analysis.  Fitch assumed the unidentified portion
of the portfolio was rated 'B' or 'B-' and had a Fitch Recovery
Rating (RR) of 'RR3'.  Fitch also maximized the permitted industry
concentrations for the three largest industries at 15% and assumed
the maximum permitted portfolio weighted average life of 8.0 years
when creating the Fitch-stressed portfolio.

Projected default and recovery statistics of the Fitch-stressed
portfolio were generated using Fitch's portfolio credit model
(PCM).  The PCM default rate hurdles were 66.3%, 61.9%, 56.1%,
51.7%, 49.4% and 44.4% at the 'AAAsf', 'AAsf', 'Asf', 'BBBsf',
'BBB-sf', and 'BBsf' rating levels, respectively.  These PCM
outputs were used as inputs into Fitch's proprietary cash flow
model, which was customized to reflect Mercer Field CLO's specific
transaction structure.  The cash flow modeling accounted for
possible risk-presenting allowances such as the maximum permitted
amounts of fixed-rate assets and semi-annual-pay assets (40%
each).  In the analysis of the Fitch-stressed portfolio, the
fixed-rate collateral assets were assumed to pay the minimum
weighted average coupon (WAC) of 8% (as was represented to Fitch)
and the floating-rate assets were assumed to pay the minimum
floating spread over LIBOR of 4.8% with no benefit for LIBOR
floors.

The transaction's interest waterfall features an interest reserve
mechanism that will divert remaining interest proceeds after
paying the subordinate management fee to be reserved as part of
the subsequent period's interest proceeds, subject to certain
conditions.  The intention is to mitigate the risk of semi-annual-
paying assets all being paid in the same two quarters (e.g. 1Q and
3Q) while no cash flows are received from such assets in the other
two quarters (e.g. 2Q and 4Q).  Due to the placement of this
reserve mechanism near the bottom of the interest waterfall,
however, Fitch does not foresee this mechanism functioning in a
high-default scenario.  Fitch therefore did not account for the
interest reserve mechanism in its cash flow modeling.  However,
Fitch tested the transaction's sensitivity to semi-annual coupons
being concentrated in the same two quarters without mitigating
features and did not discover a material impact in its cash flow
analysis.

Fitch's cash flow modeling typically considers 12 stress scenarios
to account for different combinations of four default timings and
three interest rate stresses, as described in Fitch's cash flow
analysis criteria.  For this transaction Fitch has also assessed
scenarios where the defaults are skewed toward the fixed- or
floating-rate portion of the collateral, due to the relatively
high permitted exposure to fixed-rate assets.  Three different
default skews were assessed for each of the 12 typical scenarios,
leading to 36 total scenarios being tested. The default skews
generally consisted of the following three scenarios:

  -- Defaults are evenly applied to the fixed-rate and floating-
     rate assets.
  -- Defaults are skewed toward the fixed-rate assets.
  -- Defaults are skewed toward the floating-rate assets.

Fitch's cash flow analysis indicated the most stressful scenarios
for senior notes occur when interest rates are increasing and
defaults are skewed toward the floating-rate collateral.
Intuitively this is due to the projected lack of sufficient
floating-rate collateral to mitigate the higher coupons being paid
on the transaction's liabilities - LIBOR is projected to plateau
at 10.0% in Fitch's 'AAAsf' rating stress compared to an 8.0% WAC
on the fixed-rate collateral.  Cash flow analysis also indicated
the most stressful scenarios for junior classes occurred under
increasing interest rate scenarios when the portfolio life was
extended to eight years.  With a shortened portfolio life, as
modeled in the indicative portfolio, the junior classes were under
stress in low interest rate scenarios.

The break-even default rates (BDRs) for each class of notes in
each scenario were compared to the PCM default hurdle rates at the
appropriate rating stresses.  The cash flow analysis of the Fitch-
stressed portfolio demonstrated that each class of rated notes
passed at least 34 of the 36 stress scenarios at levels consistent
with the ratings assigned above, with the greatest degree of
breakeven failures (BDR minus PCM hurdle rate) of -0.9%, -2.2%, -
0.4%, and -0.3% for the class A, B, C, and D notes, respectively.
The class E and combination notes passed all stress scenarios,
with minimum breakeven cushions (BDR minus PCM hurdle rate) of
2.7% and 2.8%, respectively.

Fitch also analyzed the indicative portfolio, which included 148
assets from 146 high-yield (HY) obligors accounting for 67.3% of
the target portfolio amount and 33 unidentified assets with
assumed characteristics constituting the remaining 32.7% of the
indicative portfolio.  In addition to the identified senior
secured bonds that made up 4.3% of the target par amount, Fitch
assumed an additional 5.7% of the unidentified assets to be senior
secured bonds to match the arranger's indication of an initial
ramped portfolio containing 90% senior secured loans and 10%
senior secured bonds.  The unidentified assets were primarily
assumed to be rated 'B-'.

As in the analysis of the Fitch-stressed portfolio, projected
default and recovery statistics for the indicative portfolio were
generated using PCM.  The actual collateral attributes, such as
asset maturities and coupons, were used in the analysis of the
indicative portfolio. The PCM outputs, including default rate
hurdles of 58.5%, 54.8%, 49.8%, 45.8%, 43.6% and 39.2% at the
'AAAsf', 'AAsf', 'Asf', 'BBBsf', 'BBB-sf', and 'BBsf' rating
levels, respectively, were then used as inputs into Fitch's cash
flow model.  The cash flow analysis of the indicative portfolio
indicated performance that compared favorably to the Fitch-
stressed portfolio analysis, as the minimum breakeven cushions
were 16.5%, 15.5%, 12.8%, 9.0%, 1.2% and 4.8% for the class A, B,
C, D, E and combination notes, respectively.

Finally, standard sensitivity analysis was conducted on the Fitch-
stressed portfolio as described in Fitch's corporate CDO criteria,
with the transaction's performance in these scenarios deemed to be
within the expectations of each respective rating.  Fitch also
analyzed two additional scenarios.  The first gave no credit to
the coverage tests during the reinvestment period because assets
can be purchased at a discount but be marked at par when
calculating coverage test ratios, potentially making the tests
less efficient.  The second evaluated the impact of a reduced WAL
and whether a related decrease of aggregate available excess
spread over the lifetime of the transaction would negatively
impact the expected performance of the notes.  The results of
these scenarios remained consistent with the assigned ratings.

Fitch was comfortable assigning the ratings on the notes as
described above because the agency believes the tranches can
sustain robust levels of defaults and because of other qualitative
factors such as the relatively greater credit enhancement (CE)
afforded to each class of notes compared to recent CLO issuance,
the strong performance of each class of notes in several
sensitivity scenarios, the degree of cushion in the performance of
these notes when analyzing the indicative portfolio, and GPIM's
strong track record as a CLO asset manager.

Each class of notes has been assigned a Stable Outlook due to
Fitch's expectation of steady performance through anticipated
levels of default and the various forms of CE available to the
notes.  Fitch also notes the degree of cushion between the cash
flow model outputs on the Fitch-stressed portfolio as compared to
the cash flow model outputs from the indicative portfolio
analysis.  The results of the sensitivity analysis also
contributed to Fitch's assignment of Stable Outlooks to each class
of notes.

Senior Secured Bonds

Among the current broadly syndicated loan issuers who are also
issuing senior secured notes or bonds, Fitch typically has seen
the senior secured loan and senior secured bond secured by the
same collateral and would expect the same recovery given a default
scenario.  However, typical issuers from the broadly syndicated
loan market are not the only issuers of senior secured bonds in
the market.  Senior secured bonds may also be issued by companies
who may also have a small bank credit facility, or alternatively
may have no term loans or revolvers at all.  These issuers may
also be smaller, less diversified, and more highly levered than
the typical issuer of loans into the broadly syndicated market.

The transaction's portfolio guidelines do not restrict the
portfolio to purchase only senior secured bonds that fit within
the typical framework of bonds issued by companies also accessing
the broadly syndicated loan market.  Given the managed nature of
the CLO and the limited initially identified portion of senior
secured bonds, it is possible that the senior secured bonds
purchased in the future may have lower recovery prospects than the
recovery prospects Fitch typically expects from senior secured
loans.  Fitch therefore assumed an 'RR3' recovery rate (30%
recovery in an 'AAAsf' stress) for the senior secured bond portion
of the Fitch stressed portfolio.  This compares with Fitch's
standard recovery assumption of 'Strong' recoveries for senior
secured loans (40% recovery in an 'AAAsf' stress) and 'Moderate'
recovery assumption for senior unsecured bonds (15% recovery in an
'AAAsf' stress) in the absence of a Fitch RR.

Legal Analysis

Standard legal opinions were reviewed by Fitch's counsel and were
deemed to sufficiently address the relevant legal issues
presented, consistent with the ratings assigned.

An assessment of the transaction's representations and warranties
was also completed and found to be consistent with the ratings
assigned to the notes.  For further information, see 'Mercer Field
CLO LP Representations and Warranties Appendix', dated Dec. 20,
2012.

Performance Analytics

Fitch will monitor the transaction regularly and as warranted by
events with a review. Events that may trigger a review include,
but are not limited to, the following:

  -- Issuance of any additional notes;
  -- Entering into an interest rate cap;
  -- Substitution of the underlying specified security;
  -- Asset defaults, paying particular attention to restructurings
     and recoveries;
  -- Portfolio migration, including assets being downgraded to
     'CCC' or portions of the portfolio being placed on Rating
     Watch Negative or given a Negative Outlook;
  -- OC or IC test breach;
  -- Breach of concentration limitations or portfolio quality
     covenants;
  -- Future changes to Fitch's rating criteria.

Surveillance analysis is conducted on the basis of the then-
current portfolio.  Fitch's goal is to ensure that the assigned
ratings remain an appropriate reflection of the issued notes'
credit risk.


MERCER FIELD: S&P Gives 'BB' Rating on Class E Deferrable Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Mercer
Field CLO L.P.'s $915.18 million fixed- and floating-rate notes.

The note issuance is a collateralized loan obligation
securitization backed by a revolving pool consisting primarily of
broadly syndicated senior secured loans and up to 40% senior
secured bonds.

The ratings reflect S&P's view of:

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

-- The transaction's credit enhancement, which is sufficient to
    withstand the defaults applicable for the supplemental tests
    (excluding excess spread), and cash flow structure, which can
    withstand the default rate projected by Standard & Poor's CDO
    Evaluator model, as assessed by Standard & Poor's using the
    assumptions and methods outlined in its corporate
    collateralized debt obligation (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 and up to 40% senior secured bonds.

-- The portfolio manager's experienced management team.

-- S&P's projections regarding the timely interest and ultimate
    principal payments on the rated notes, which it assessed using
    its cash flow analysis and assumptions commensurate with the
    assigned ratings under various interest-rate scenarios,
    including LIBOR ranging from 0.34%-13.62%.

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

-- The transaction's reinvestment overcollateralization test, a
    failure of which will lead to the reclassification of up to
    50% of excess interest proceeds that are available prior to
    reserving the cash-flow excess amount and paying uncapped
    administrative expenses, subordinated management fees,
    portfolio manager incentive fees, and income note payments to
    principal proceeds for the purchase of additional collateral
    assets during the reinvestment period.

-- The transaction's requirement to retain the cash-flow excess
    amount in the interest proceeds account for the subsequent
    quarterly payment period, prior to paying uncapped
    administrative expenses, subordinated management fees,
    portfolio manager incentive fees, and income note payments, to
    address any timing mismatches.

           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

RATINGS ASSIGNED

Mercer Field CLO L.P.

Class                   Rating              Amount
                                          (mil. $)
A                       AAA (sf)            556.50
B                       AA (sf)             154.35
C (deferrable)          A (sf)               78.75
D (deferrable)          BBB (sf)             65.10
E (deferrable)          BB (sf)              60.48
Income notes            NR                  138.63

NR-Not rated.


MERRILL LYNCH: Moody's Hikes Rating on One Tranche to 'Caa3'
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of four
tranches from two RMBS transactions backed by Subprime loans
issued by Merrill Lynch Mortgage Investors, Inc. from 2003 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. The upgrades in the rating
action are a result of improving performance and/or structural
features resulting in lower expected losses for certain bonds than
previously anticipated.

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

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: Merrill Lynch Mortgage Investors, Inc. 2003-WMC3

Cl. M-3, Upgraded to B2 (sf); previously on Mar 21, 2011
Downgraded to Caa1 (sf)

Issuer: Merrill Lynch Mortgage Investors, Inc. 2004-WMC3

Cl. M-2, Upgraded to B1 (sf); previously on Mar 21, 2011
Downgraded to Caa1 (sf)

Cl. M-3, Upgraded to Caa3 (sf); previously on Mar 21, 2011
Downgraded to C (sf)

Cl. S, Upgraded to Caa2 (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF311541

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


ML-CFC COMMERCIAL 2007-7: Moody's Cuts Rating on B Certs. to 'C'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of nine classes
and affirmed four classes of ML-CFC Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2007-7 as
follows:

Cl. A-3FL, Affirmed at Aaa (sf); previously on Jun 20, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed at Aaa (sf); previously on May 26, 2010
Confirmed at Aaa (sf)

Cl. A-4, Downgraded to Aa3 (sf); previously on May 26, 2010
Downgraded to Aa2 (sf)

Cl. A-4FL, Downgraded to Aa3 (sf); previously on May 26, 2010
Downgraded to Aa2 (sf)

Cl. A-1A, Downgraded to Aa3 (sf); previously on May 26, 2010
Downgraded to Aa2 (sf)

Cl. AM, Downgraded to Ba3 (sf); previously on Jan 20, 2012
Downgraded to Baa3 (sf)

Cl. AM-FL, Downgraded to Ba3 (sf); previously on Jan 20, 2012
Downgraded to Baa3 (sf)

Cl. AJ, Downgraded to Caa3 (sf); previously on Jan 20, 2012
Downgraded to Caa2 (sf)

Cl. AJ-FL, Downgraded to Caa3 (sf); previously on Jan 20, 2012
Downgraded to Caa2 (sf)

Cl. B, Downgraded to C (sf); previously on Jan 20, 2012 Downgraded
to Caa3 (sf)

Cl. C, Affirmed at C (sf); previously on Jan 20, 2012 Downgraded
to C (sf)

Cl. D, Affirmed at C (sf); previously on Jan 20, 2012 Downgraded
to C (sf)

Cl. X, Downgraded to B2 (sf); previously on Feb 22, 2012
Downgraded to B1 (sf)

Ratings Rationale

The downgrades of the principal classes are due to increased
realized losses and higher anticipated losses from specially
serviced and troubled loans. The downgrade of the IO Class, Class
X, is a result of the decline in credit performance of its
referenced classes.

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

Moody's rating action reflects a base expected loss of 12.4% of
the current balance. At last review, Moody's base expected loss
was 10.6%. Realized losses have increased from 5.0% of the
original balance to 8.8% since the prior review. Moody's provides
a current list of base losses for conduit and fusion CMBS
transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 110 compared to 123 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated January 20, 2012.

Deal Performance

As of the December 14, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 21% to $2.2 billion
from $2.8 billion at securitization. The Certificates are
collateralized by 285 mortgage loans ranging in size from less
than 1% to 5% of the pool, with the top ten loans representing 21%
of the pool. One loan, representing approximately 1% of the pool,
has defeased and is secured by U.S. Government securities. The
pool contains one loan with an investment grade credit assessment,
representing less than 1% of the pool.

Eighty-one loans, representing 28% 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.

Forty-two loans have been liquidated from the pool, resulting in
an aggregate realized loss of $205.3 million (62% loss severity on
average). The certificates have realized an additional $39.3
million in losses due to loan modifications and principal
forgiveness, which results in a total realized loss of $244.6
million. Twenty-nine loans, representing 13% of the pool, are
currently in special servicing. Moody's estimates an aggregate
$128.6 million loss for specially serviced loans (46% expected
loss on average).

Moody's has assumed a high default probability for 43 poorly
performing loans representing 16% of the pool and has estimated an
aggregate $70.9 million loss (20% expected loss on average) from
these troubled loans.

Moody's was provided with full year 2011 and partial year 2012
operating results for 92% and 68%, respectively, of the pool's
non-specially serviced loans. Excluding specially serviced and
troubled loans, Moody's weighted average LTV is 113% compared to
109% 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 9.6%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.30X and 0.97X, respectively, compared to
1.44X and 1.02X 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 top three performing conduit loans represent 9.5% of the pool
balance. The largest loan is the Commons at Calabasas Loan ($101.5
million -- 4.6% of the pool), which is secured by a 171,000 square
foot (SF) grocery anchored retail center located in Calabasas,
California. As of June 2012 the property was 97% leased compared
to 100% at last review. Tenants include Ralphs Grocery Co. (31% of
the net rentable area (NRA); lease expiration November 2023) and
Edwards Theaters (20% of the NRA; lease expiration December 2023).
The loan is interest only throughout the entire term and matures
in June 2017. Moody's LTV and stressed DSCR are 123% and 0.72X,
respectively, essentially the same as at last review.

The second largest loan is the 10 Milk Street Loan ($58.0 million
-- 2.6% of the pool), which is secured by a 230,000 SF Class B
office building located in the financial district of Boston,
Massachusetts. The loan entered special servicing in March 2010
due to the borrower's request for a loan modification after the
two largest tenants at securitization (representing 39% of the
NRA) vacated the property. A loan modification closed in May 2011
and the loan returned to the master servicer in November 2011. As
part of the loan modification the interest rate was reduced to
3.0% from 6.125% for the payment dates from November 2010 through
November 2012, however, the interest rate has subsequently
reverted back to the original 6.125%. The property was 65% leased
as of October 2012 compared to 66% at last review and has remained
at this level since 2010. Due to the low occupancy, the property
performance has decreased significantly from securitization and
the loan is currently on the master servicer's watchlist. Due to
the low occupancy and DSCR, Moody's views this as a troubled loan.
Moody's LTV and stressed DSCR are 190% and 0.53X, respectively,
compared to 140% and 0.72X at last review.

The third largest loan is the One Pacific Plaza Loan ($47.9
million -- 2.2% of the pool), which includes (i) a $47.3 million
A-Note that is secured by three office buildings with a combined
383,000 SF and (ii) a $550,000 B-Note that is secured by one
10,000 SF restaurant parcel; all located in Huntington Beach,
California. At securitization, the loan balance was $105.0
million, however, the loan transferred to special servicing in
November 2009 due to cash flow shortfalls and the loan was sold
and modified in October 2011. The loan modification reduced the
total loan balance to $57.1 million through a $17.3 million
principal paydown and a writedown of $30.6 million. In addition,
the modification included, among other items: (i) splitting the
note into a $47.3 million A-Note and a $9.75 million B-Note; (ii)
extending the term 40 months to October 2016 and (iii) reducing
the interest rate to 4% from 5.689% with subsequent annual rate
increases. The loan returned to the Master Servicer in January
2012 and in May 2012 the 24-hour fitness was released from the
collateral resulting in a $9.2 million principal paydown to the B-
Note. As of October 2012 the collateral was 63% leased. Moody's
LTV and stressed DSCR are 122% and 0.85X, respectively, compared
to 107% and 1.16X at last review.


MOMENTUM CAPITAL: S&P Affirms 'B+' Rating on Class E Notes
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on all six
classes of notes from Momentum Capital Fund Ltd., a collateralized
loan obligation (CLO) transaction managed by TCW Asset Management
Co.

"We last took rating actions on this transaction in December 2010,
when we raised our ratings on various tranches due to significant
improvements to the credit quality of the portfolio and the
overcollateralization (O/C) ratios. Since then, the credit quality
and the O/C ratios have remained steady while the interest
coverage tests have increased. There is a significant balance of
assets with LIBOR floor base rates which can provide additional
credit given a low interest rate environment," S&P said.

"The affirmations reflect the availability of sufficient credit
support at the current rating levels. We will continue to review
our ratings on the notes and assess whether, in our view, the
ratings remain consistent with the credit enhancement available,"
S&P said.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Momentum Capital Fund Ltd.
             Rating
A-1          AAA (sf)
A-2          AA+ (sf)
B            AA+ (sf)
C            A+ (sf))
D            BBB+ (sf)
E            B+ (sf)


MORGAN STANLEY 1998-CF1: Moody's Keeps C Rating on Class G Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed three classes of Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 1998-CF1 as
follows:

Cl. E, Upgraded to Aaa (sf); previously on Jan 6, 2012 Upgraded to
Aa1 (sf)

Cl. F, Affirmed at Ba3 (sf); previously on Jan 6, 2012 Upgraded to
Ba3 (sf)

Cl. G, Affirmed at C (sf); previously on Dec 23, 2003 Downgraded
to C (sf)

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

Ratings Rationale

The upgrade is due to increased credit support due to loan payoffs
and amortization and overall stable pool performance.

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

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

Moody's rating action reflects a base expected loss of 3.3% of the
current balance. At last review, Moody's base expected loss was
2.3%. Realized losses have increased from 7.0% of the original
balance to 7.2% since the prior review. Moody's provides a current
list of base losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 12 compared to 16 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.5 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 two sets of
quantitative tools -- MOST(R)(Moody's Surveillance Trends) and CMM
(Commercial Mortgage Metrics) on Trepp -- and on a periodic basis
through a comprehensive review. Moody's prior full review is
summarized in a press release dated January 6, 2012.

DEAL PERFORMANCE

As of the December 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 94% to $65.5
million from $1.11 billion at securitization. The Certificates are
collateralized by 31 mortgage loans ranging in size from less than
1% to 14% of the pool, with the top ten non-defeased loans
representing 60% of the pool. Six loans, representing 21% of the
pool, have defeased and are secured by U.S. Government securities.

No loans are currently on the master servicer's watchlist. Fifty-
one loans have been liquidated from the pool, resulting in a
realized loss of $79.8 million (58% loss severity on average).
There is currently one loan in special servicing. The specially-
serviced loan is the Home Sweet Home Loan ($1.6 million -- 2.4% of
the pool), which is secured by a 57 bed assisted living facility
located in Colma, California, approximately 10 miles south of San
Francisco.

Moody's has assumed a high default probability for two poorly
performing loans representing 6% of the pool and has estimated an
aggregate $571,000 loss (20% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 operating results for 88%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 57% compared to 60% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 8% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
10.4%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.02X and 2.22X, respectively, compared to
1.50X and 2.06X 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 32% of the pool. The largest
conduit loan is the Bristol Market Place Loan ($8.9 million --
13.6% of the pool), which is secured by a 99,256 square foot (SF)
retail center located in Santa Ana, California. Financial
performance has improved due to rent bumps from existing tenants
and decreased operating expenses. As of March 2012, the property
was 93% leased, same as at the last review. Overall, the property
is stable and the loan is benefitting from amortization. Moody's
LTV and stressed DSCR are 58% and 1.76X, respectively, compared to
67% and 1.53X at last review.

The second largest conduit loan is the Van Dorn Station Loan ($6.7
million -- 10.2% of the pool), which is secured by a 74,464 SF
retail center located in Alexandria, Virginia. Comcast, who
occupied 36% of the net rentable area (NRA), vacated its space at
lease maturity in December 2010. The borrower has been marketing
the space for lease but has been unable to secure another tenant.
The loan has amortized over 24% to date which has helped offset
the decrease in cash flow coming from the property due to the loss
of Comcast. Moody's LTV and stressed DSCR are 60% and 1.92X,
respectively, compared to 50% and 2.27X at last review.

The third largest conduit loan is the Pleasanton Square II Loan
($5.4 million -- 8.2% of the pool), which is secured by a 52,019
SF retail center located in Pleasanton, California. As of
September 2012, the property was 100% leased, the same as at the
prior review. Overall, the property is stable and benefitting from
amortization. Moody's LTV and stressed DSCR are 57% and 1.91X,
respectively, compared to 58% and 1.86X at last review.


MORGAN STANLEY 2005-HQ7: S&P Cuts Rating on Class L Certs. to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class L
from Morgan Stanley Capital I Trust 2005-HQ7, a U.S. commercial
mortgage-backed securities (CMBS) transaction, to 'D (sf)' from
'CCC- (sf)'.

"We lowered our rating to 'D (sf)' on the class L certificates
because of principal losses resulting from the liquidation of one
asset that was with the special servicer, C-III Asset Management
LLC. According to the Dec. 14, 2012, remittance report, the trust
experienced $6.2 million in principal losses upon the recent
disposition of the Indian Creek Shopping Center asset. The class M
notes experienced a loss of 100% of its beginning principal
balance. We previously lowered our rating on class M to 'D (sf)',"
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/1201.pdf


MORGAN STANLEY 2008-TOP29: Fitch Cuts Rating on Six Note Classes
----------------------------------------------------------------
Fitch Ratings has downgraded six subordinate classes of Morgan
Stanley Capital I Trust (MSCI), series 2008-TOP29.

Fitch modeled losses of 3.7% of the remaining pool.  Expected
losses of the original pool are at 4%, including losses realized
to date.  Fitch designated 27 loans (22.8% of the pool balance) as
Fitch Loans of Concern, which includes one loan (0.6%) currently
in special servicing.  The Negative Rating Outlooks reflect the
likelihood of a future downgrade should values deteriorate further
on highly leveraged loans.

As of the December 2012 distribution date, the pool's aggregate
principal balance has reduced by approximately 6.9% (including
0.5% in realized losses) to $1.15 billion from $1.23 billion at
issuance.  No loans are currently defeased. Interest shortfalls
are affecting the non-rated class P.  Although 76.6% of the loans
are reporting a debt service coverage ratio (DSCR) greater than
1.20x, 63.7% of the pool has Fitch loan to values greater than
90%.

The largest contributor to Fitch modeled losses is a real estate
owned retail property (0.6% of the pool balance) located in
Surprise, AZ.  The property's tenants have sought rent concessions
due to the challenging economic environment.  A recent valuation
indicated a value significantly below the trust debt amount.

The second-largest contributor to modeled losses is a 140,204
square foot (sf) grocery anchored retail center (1.2% of the pool
balance) in Fredericksburg, VA.  The property has experienced cash
flow issues due to a decline in occupancy in 2009 when various
tenants vacated. The loan remains current as of the December 2012
distribution date.

The third-largest contributor to modeled losses is secured by a
102,323 sf, grocery anchored retail center (1.6% of the pool
balance) in Scottsdale, AZ.  While in special servicing the
partial interest-only loan was modified, extending the interest-
only period by 27 months with amortization beginning in April
2012, from February 2010 previously.  The loan returned to the
master servicer in April 2011, and has remained current under the
modified terms.

Fitch downgrades the following classes and revises Ratings
Outlooks as indicated:

  -- $21.6 million class D to 'BBB-sf' from 'BBBsf'; Outlook to
     Negative from Stable;
  -- $12.3 million class E to 'BBsf' from 'BBBsf'; Outlook to
     Negative from Stable;
  -- $13.9 million class F to 'Bsf' from 'BBsf'; Outlook to
     Negative from Stable;
  -- $13.9 million class G to 'CCCsf' from 'BBsf', RE 95%;
  -- $4.6 million class K to 'CCsf' from 'CCCsf', RE 0%;
  -- $1.5 million class M to 'Csf' from 'CCsf', RE 0%.

In addition, Fitch affirms the following classes, and revises
Ratings Outlooks as indicated:

  -- $3.4 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $64.8 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $49.2 million class A-AB at 'AAAsf'; Outlook Stable;
  -- $629.6 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $75 million class A-4FL at 'AAAsf'; Outlook Stable;
  -- $123.4 million class A-M at 'AAAsf'; Outlook Stable;
  -- $72.5 million class A-J1 at 'AAsf'; Outlook Stable;
  -- $20.1 million class B at 'Asf'; Outlook Stable;
  -- $10.8 million class C at 'Asf'; Outlook to Negative from
     Stable;
  -- $10.8 million class H at 'CCCsf', RE 0%;
  -- $1.5 million class J at 'CCCsf', RE 0%;
  -- $1.5 million class L at 'CCsf', RE 0%;
  -- $4.6 million class N at 'Csf', RE 0%;
  -- $4.6 million class O at 'Csf', RE 0%.

Fitch does not rate class P, which has been reduced to $8.9
million from $15.2 million due to realized losses.  Class A-1 is
paid in full.  Fitch previously withdrew the rating on the
interest-only class X.


MRU STUDENT 2007-A: S&P Cuts Ratings on 2 Note Classes to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-2 notes issued by MRU Student Loan Trust 2007-A.

"The class A downgrades reflect our view that the class A-1 and
class A-2 noteholders will not receive their full principal
payment at their legal final maturity date due to poor collateral
performance and a high cost of funds on the notes.

                      CREDIT ENHANCEMENT

The class A notes have remaining credit enhancement provided by
the subordination of a mezzanine and subordinated class and a
small reserve account (minimum of $854,000 and the total
outstanding note balance). Additionally, certain triggers have
been breached, which has reprioritized mezzanine and subordinate
note interest to make principal payments to the class A notes.

                   TRANSACTION PERFORMANCE

"As we expected, the transaction has continued to realize high
levels of defaults during a very difficult economic environment.
Cumulative defaults are reported at 24.42% as of the October 2012
distribution report. The collateral pool has approximately 30% of
loans that are not actively repaying (the loans that are currently
in in-school, grace, deferment, forbearance, or 30-plus-day
delinquency status) as of the same distribution statement," S&P
said.

"Cash flow from the assets is constrained due to the high level of
defaults and loans not in active repayment. At the same time, the
transaction is required to pay a high cost of funds due to failed
auctions on its class A and class B auction rate notes, which
generally pay the lower of 16%, the net loan rate, or LIBOR plus
3.50%; the class C pays LIBOR plus 2.25%. As a result of
increasing defaults, an elevated number of loans that are not
making payments, and a high cost of funds, credit enhancement
continues to deteriorate," S&P said.

"We believe the transaction is using principal payments to bridge
the gap between the interest payments received from the assets and
the interest being paid on the notes, which is causing credit
enhancement to decline. Given the continued failure of the auction
rate market, we expect the cost of funds to remain high and for
credit enhancement to deteriorate as the transaction uses
principal collections to cover required interest payments.
Currently, the class A is undercollateralized and as of the
October 2012 distribution date, the class A parity (calculated as
the current pool balance plus the reserve account over the class A
note balance) was 95.71%. The class A parity has decreased
approximately 6.5% in the last year. Although various economic
scenarios could occur before this deal reaches its legal final
maturity, we do not believe an economic recovery will be able to
compensate for the negative impact that the high cost of funds,
due to failed auctions, will have on this 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 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

MRU Student Loan Trust 2007-A
            Rating
Class   To          From
A-1     CC (sf)     CCC+ (sf)
A-2     CC (sf)     CCC+ (sf)


MRU STUDENT 2008-A: S&P Gives 'D' Rating on Class D ABS Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to MRU Student
Loan Trust 2008-A's Class A-1A, A-1B, B, C, and D notes, an asset-
backed securities (ABS) transaction backed by private student
loans. "We had suspended the ratings on this transaction on May
16, 2012, due to lack of sufficient information. At that time, we
stated that the ratings would remain suspended until revisions to
the servicer reports were complete and we determined that we had
appropriate information to continue our surveillance," S&P said.

"The ratings on the Class A-1A, A-1B, B, and C notes reflect our
view of the collateral's continued poor performance and our
expectation that cumulative defaults and net losses will likely
continue to increase, negatively affecting available credit
enhancement. The high liability cost of funds is also hampering
the transaction's ability to build credit enhancement," S&P said.

"The Class A-1A notes pay a fixed coupon of 7.4%. The remaining
classes are floating-rate notes with spreads over three-month
LIBOR ranging from 3% to 10%. As a result, we expect transaction
parity levels to continue to decline. The rating on the Class D
notes reflects interest shortfalls that have been occurring since
the September 2011 distribution period," S&P said.

                        POOL PERFORMANCE
The performance of the underlying pool of private student loan
collateral continues to deteriorate at an increasing pace. As of
the September 2012 reporting period, the collateral pool factor is
75.4%, and the percentage of loans in repayment is 65.4%. The
percentage of loans more 31 days past due has been stable and is
currently 4.8%. However, the percentage of loans in deferment or
forbearance has been increasing and is currently 19.8%. Cumulative
gross defaults reported by the administrator are now 23.8% of the
original pool balance. Lastly, total parity--excluding the Class E
notes (generally defined as total assets divided by the sum of
Class A, B, C, and D notes)--continues to decline as a result of
the ongoing strain on excess spread levels and is currently 92.4%.

                        CREDIT ENHANCEMENT

The reserve account and cash capitalization account supporting the
transaction have been fully depleted because of the payment of
required priority principal distributions. Also, the
collateralization for each class has declined rapidly due to low
excess spread levels stemming from the transaction's high cost of
funds relative to the weighted-average coupon on the loan
portfolio. In addition, excess spread has been hampered by the
high percentage of nonpaying collateral in the form of delinquent
loans and loans in deferment and forbearance. The transaction also
employs interest subordination triggers. If any class's parity is
below 100%, then the principal payment to restore parity to that
class will be made before the interest payment due to the next
lower-rated class. The funds that would otherwise be available to
pay subordinate note interest would be allocated to pay a more
senior class of notes.

           EXPECTED LIFETIME DEFAULTS/NET LOSS PROJECTIONS

"As we expected, the transaction has continued to realize high
levels of defaults during the very difficult economic environment.
Cumulative gross defaults increased by 34.5% over the prior year.
Given the current cumulative gross defaults of 23.8%, the recent
pace of defaults, and the current pool factor, we now expect
lifetime gross defaults could likely exceed 40% within the next
five years. We have assumed future stressed recovery rates of
approximately 20% and, as a result, expect that remaining net
losses are likely to exceed 17%," S&P said.

            BREAK-EVEN CASHFLOW MODELING ASSUMPTIONS

"We ran break-even cash flows that maximized cumulative net losses
under various interest rate scenarios and rating stress
assumptions. The following are some of the major assumptions
modeled: Moderately front loaded five-year default curve," S&P
said.

    Recovery rate of 20% taken evenly over five years.
    A constant prepayment rate (CPR) starting at approximately 2
    CPR and ramping up over three years to a maximum rate of 4
    CPR, after which the applicable maximum rate was held
    constant.
    Forbearance rates of 15% for 12 months.
    Deferment rates of 20% for five years.
    Stressed interest rate vectors at the 'B' through 'BBB' rating
    categories.

         BREAK-EVEN CASH FLOW MODELING RESULTS/RATING ACTIONS

"Our stressed cash-flow scenarios indicate that the Class A and B
notes are able to absorb remaining cumulative net losses ranging
from 13% to 14% and 2% to 3% before a payment default would occur
on the notes. After considering our views on the current
enhancement available to the Class A and B notes, the transaction
structure, and expected remaining net losses relative to the
breakeven net losses in our stressed cash flow scenarios, we
assigned a 'B (sf)' rating on the Class A notes and a 'CCC (sf)'
rating on the Class B notes," S&P said.

"Our criteria for assigning 'CCC'/'CC' ratings state that we will
assign 'CC' ratings when we view a default to be a virtual
certainty based on the expectation of default even under the most
optimistic collateral performance scenario. We assigned a rating
of 'CC (sf)' to the Class C notes, reflecting our view of the
increased likelihood that the Class C notes will experience
interest shortfalls. As discussed above, the payment of a
principal distribution prior to Class C interest is required when
Class B parity (generally defined as total assets divided by the
sum of Class A and B notes) falls below 100%. Class B parity is
currently 111.6%, and based on our review of the pace of decline
in Class B parity, we estimate that it could be below 100% within
the next 12 to 18 months," S&P said.

"The payment of a principal distribution prior to Class D
interest is required when total parity falls below 100%. The
transaction has been making these principal distribution payments
since the June 2011 distribution period. As a result, there have
been no available funds remaining to make Class D interest
payments since the September 2011 distribution period. In
addition, both the reserve account and the cash capitalization
account have been fully depleted and borrowings from the next
period have not been sufficient to make Class D interest payments.
Accordingly, we have assigned a rating of 'D (sf)' to the Class D
notes," S&P said.

"We will continue to monitor the performance of the student loan
receivables backing this trust, including recoveries on defaulted
loans and improvements in the percentage of loans in non-paying
status, and their impact on the credit enhancement available to
the bonds," 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 ASSIGNED

MRU Student Loan Trust 2008-A

Class
A-1A               B(sf)
A-1B               B(sf)
B                  CCC(sf)
C                  CC(sf)
D                  D(sf)


MWAM CBO 2001-1: Moody's Hikes Rating on Class B Notes From 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by MWAM CBO 2001-1, LTD.:

U.S.$197,500,000 Class A Floating Rate Notes Due January 30, 2031
(current balance of $20,716,306.57), Upgraded to Aaa (sf);
previously on December 20, 2010 Upgraded to Aa2 (sf)

U.S.$21,875,000 Class B Floating Rate Notes Due January 30, 2031,
Upgraded to Baa1 (sf); previously on December 20, 2010 Upgraded
to Ba3 (sf)

Ratings Rationale

According to Moody's, the rating upgrades on Dec. 21 are primarily
a result of deleveraging of the Class A Notes and an increase in
the transaction's overcollateralization ratios since the last
rating action in December 2010. Moody's notes that the Class A
Notes have been paid down by approximately 52.6% or $22.96 million
since the last rating action. Based on the latest trustee report
dated November 30, 2012, the Class A and Class B
overcollateralization ratios are reported at 275.53% and 134.02%,
respectively, versus November 2010 levels of 162.77% and 108.45%
respectively. The increase in overcollateralization is also partly
due to the receipt of unexpected recoveries and principal paydowns
on securities assumed to be defaulted in Moody's analysis during
the last rating action.

MWAM CBO 2001-1, LTD., issued in January 2001, is a collateralized
debt obligation backed primarily by a portfolio of corporate
securities, RMBS, and other types of ABS securities originated
from 1998 to 2003. Corporate securities currently comprise 65% or
$37.8 million of the performing collateral.

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

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.8 to model the loss distribution for SF CDOs. Within this
framework, defaults are generated so that they occur with the
frequency indicated by the adjusted default probability pool (the
default probability associated with the current rating multiplied
by the Resecuritization Stress) for each credit in the reference.
Specifically, correlated defaults are simulated using a normal (or
"Gaussian") copula model that applies the asset correlation
framework. Recovery rates for defaulted credits are generated by
applying within the simulation the distributional assumptions,
including correlation between recovery values.

Together, the simulated defaults and recoveries across each of the
Monte Carlo scenarios define the loss distribution for the
reference pool.

Once the loss distribution for the collateral has been calculated,
each collateral loss scenario derived through the CDOROM loss
distribution is associated with the interest and principal
received by the rated liability classes via the CDOEdge cash-flow
model . The cash flow model takes into account the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (EL) for each tranche is the weighted
average of losses to each tranche across all the scenarios, where
the weight is the likelihood of the scenario occurring. Moody's
defines the loss as the shortfall in the present value of cash
flows to the tranche relative to the present value of the promised
cash flows. The present values are calculated using the promised
tranche coupon rate as the discount rate. For floating rate
tranches, the discount rate is based on the promised spread over
Libor and the assumed Libor scenario.

Moody's notes that in arriving at its ratings of SF CDOs, there
exist a number of sources of uncertainty, operating both on a
macro level and on a transaction-specific level. Primary sources
of assumption uncertainty are the extent of the slowdown in growth
in the current macroeconomic environment and the residential real
estate property markets. Among the uncertainties in the
residential real estate property market are those surrounding
future housing prices, pace of residential mortgage foreclosures,
loan modification and refinancing, unemployment rate and interest
rates.

Moody's rating action on Dec. 21 factors in a number of
sensitivity analyses and stress scenarios, discussed below.
Results are shown in terms of the number of notches' difference
versus the current model output, where a positive difference
corresponds to lower expected loss, assuming that all other
factors are held equal:

Moody's non-investment grade rated assets notched up by 2 rating
notches:

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

Moody's non-investment grade rated assets notched down by 2 rating
notches:

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

Sources of additional performance uncertainties are described
below:

1) Amortizations: The main source of uncertainty in this
transaction is whether amortizations will continue and at what
pace. The rate of prepayments in the underlying portfolio may have
significant impact on the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties.

3) Lack of portfolio granularity: The performance of the portfolio
depends to a large extent on the credit conditions of a few large
obligors, especially when they experience jump to default.


NEUBERGER BERMAN XIII: S&P Gives 'B+' Rating on Class F Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Neuberger Berman CLO XIII Ltd./Neuberger Berman CLO XIII LLC's
$374.3 million floating-rate notes.

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

The ratings reflect S&P's view of:

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

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

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

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

-- The asset manager's experienced management team.

-- S&P's projections regarding the timely interest and ultimate
    principal payments on the rated notes, which it assessed using
    its cash flow analysis and assumptions commensurate with the
    assigned ratings under various interest-rate scenarios,
    including LIBOR ranging from 0.31%-11.41%.

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

           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

RATINGS ASSIGNED

Neuberger Berman CLO XIII Ltd./Neuberger Berman CLO XIII LLC

Class                   Rating               Amount (mil. $)
A                       AAA (sf)                       253.4
B                       AA (sf)                         53.6
C (deferrable)          A (sf)                          24.5
D (deferrable)          BBB (sf)                        15.3
E (deferrable)          BB (sf)                         20.1
F (deferrable)          B+ (sf)                          7.4
Subordinated notes      NR                              40.7

NR-Not rated.



NEWSTAR TRUST 2005-1: S&P Affirms 'CCC-' Ratings on 2 Note Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, and B notes from NewStar Trust 2005-1, a collateralized
loan obligation (CLO) transaction managed by NewStar Financial
Inc. "In addition, we affirmed our ratings on the class C, D, and
E notes," S&P said.

"The upgrades reflect the principal paydowns on the class A-1 and
A-2 notes since our last rating actions in April 2010. The
affirmations reflect our belief that the credit support available
is commensurate with the current ratings," S&P said.

"On Oct. 25, 2012, the class A-1 and class A-2 notes received
$12.8 million aggregate principal pay down. Since the January 2010
payment date, which we referenced for our April 2010 rating
actions, class A-1 and class A-2 notes have paid down by about
$168 million. Class A-1 and class A-2 notes outstanding balance
has reduced to 18% of the original balance," S&P said.

"Additionally, according to the October 2012 servicer report,
approximately 10.3% of the assets in the collateral pool have
maturity dates that are after the legal final maturity of the
transaction in July 2018. Exposure to these long-dated assets
could leave the transaction subject to potential market value risk
because collateral manager may need to liquidate these securities
to pay down the notes on their final maturity date. We took this
into account in this rating action," S&P said.

"Based on the October 2012 servicer report data, we observed
increased concentration of assets in the pool. The pool consisted
of less than 30 performing obligors and the largest obligor
accounted for 9.42% of the pool, which increased the risk of
higher losses if one of the largest obligors defaults. The class C
notes rating is driven by the largest obligor default test, a
supplemental stress test we introduced as part of our 2009
corporate criteria update," S&P said.

"We will continue to review whether, in our 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," 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

NewStar Trust 2005-1
Class              Rating
             To               From
A-1          AAA (sf)         AA+ (sf)
A-2          AAA (sf)         AA+ (sf)
B            AA+ (sf)         A+ (sf)
C            B+ (sf)          B+ (sf)
D            CCC- (sf)        CCC-(sf)
E            CCC- (sf)        CCC-(sf)


ORCHID STRUCTURED: Moody's Lifts Rating on Class A-2 Notes to B2
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Orchid Structured Finance CDO, Limited.

US$32,500,000 Class A-2 Floating Rate Term Notes Due 2038
(current balance of $6,875,597.04), Upgraded to B2 (sf);
previously on March 8, 2012 Upgraded to Ca (sf);

Ratings Rationale

According to Moody's, the rating action taken on Dec. 21 results
primarily from the deleveraging of the notes.

Since the last rating action in March 2012, the Class- A-2 Notes
were paid down by $15.3 million, representing 69% of their
outstanding balance. The Class A-2 overcollateralization ratio, as
calculated by Moody's, is currently at 188.72%, compared to 60.09%
at the time of the last rating action. The increase in
overcollateralization was a result of, both interest and principal
proceeds from amortizations as well as the sale of $22 million of
defaulted assets which resulted in $12.2 million in sales
proceeds. Upon failure of the Class A/B and Class C
overcollateralization tests, these proceeds were diverted to fully
pay down the Class A-1 MM Notes and partially pay down the Class
A-2 Notes.

Based on the 05 November 2012 Trustee report, the Class A/B and
Class C overcollateralization ratios are 63.33% and 53.38%,
respectively.

Orchid Structured Finance CDO, Limited is a collateralized debt
obligation issuance backed by a portfolio of primarily Residential
Mortgage-Backed Securities (RMBS) originated between 1998 and
2003.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in November 2010.

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.8 to model the loss distribution for SF CDOs. Within this
framework, defaults are generated so that they occur with the
frequency indicated by the adjusted default probability pool (the
default probability associated with the current rating multiplied
by the Resecuritization Stress) for each credit in the reference.
Specifically, correlated defaults are simulated using a normal (or
"Gaussian") copula model that applies the asset correlation
framework. Recovery rates for defaulted credits are generated by
applying within the simulation the distributional assumptions,
including correlation between recovery values. Together, the
simulated defaults and recoveries across each of the Monte Carlo
scenarios define the loss distribution for the reference pool.

Once the loss distribution for the collateral has been calculated,
each collateral loss scenario derived through the CDOROM loss
distribution is associated with the interest and principal
received by the rated liability classes via the CDOEdge cash-flow
model . The cash flow model takes into account the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (EL) for each tranche is the weighted
average of losses to each tranche across all the scenarios, where
the weight is the likelihood of the scenario occurring. Moody's
defines the loss as the shortfall in the present value of cash
flows to the tranche relative to the present value of the promised
cash flows. The present values are calculated using the promised
tranche coupon rate as the discount rate. For floating rate
tranches, the discount rate is based on the promised spread over
Libor and the assumed Libor scenario.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of rating committee
considerations. These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, the collateral manager's track record, and
the potential for selection bias in the portfolio. All information
available to rating committees, including macroeconomic forecasts,
input from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, may influence the final rating decision.

Moody's rating action factors in a number of sensitivity analyses
and stress scenarios, discussed below. Results are shown in terms
of the number of notches' difference versus the current model
output, where a positive difference corresponds to lower expected
loss, assuming that all other factors are held equal:

Moody's Non Investment assets notched up by 2 rating notches:

Class A-2: -3

Moody's Non Investment assets notched down by 2 rating notches:

Class A-2: 3

Moody's observed that this transaction may experience some
performance uncertainties as described below:

1) Amortizations: The main source of uncertainty in this
transaction is whether amortizations will continue and at what
pace. Amortizations may have significant impact on the notes'
ratings.

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties.

3) Exposure to non-Moody's rated assets: The deal is exposed to a
large number of securities which are not rated by Moody's. The
transaction may be impacted by any default probability stresses
Moody's may assume.

4) Lack of portfolio granularity: The performance of the portfolio
depends to a large extent on the credit conditions of a few large
MBS/ABS obligors, especially when they experience jump to default.


PAINE WEBBER: Moody's Affirms 'C' Rating on Class X Certificates
----------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed three classes of Paine Webber Mortgage Acceptance
Corporation V, Commercial Mortgage Pass-Through Certificates,
Series 1999-C1 as follows:

Cl. F, Upgraded to A1 (sf); previously on Jan 6, 2012 Upgraded to
A3 (sf)

Cl. G, Affirmed at Caa2 (sf); previously on Jan 29, 2004
Downgraded to Caa2 (sf)

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

Cl. X, Affirmed at Caa2 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf)

Ratings Rationale

The upgrade is due to increased credit subordination levels
resulting from paydowns and amortization and overall stable pool
performance. The pool has paid down 18% since Moody's prior
review.

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

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

Moody's rating action reflects a base expected loss of 12.3% of
the current balance. At last review, Moody's base expected loss
was 13.5%. Moody's provides a current list of base losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 9 compared to 11 at Moody's prior review.

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

In rating this transaction, Moody's also used its credit-tenant
lease (CTL) financing methodology approach (CTL approach) . Under
Moody's CTL approach, the rating of the CTL component is primarily
based on the senior unsecured debt rating (or the corporate family
rating) of the tenant, usually an investment grade rated company,
leasing the real estate collateral supporting the bonds. This
tenant's credit rating is the key factor in determining the
probability of default on the underlying lease. The lease
generally is "bondable", which means it is an absolute net lease,
yielding fixed rent paid to the trust through a lock-box,
sufficient under all circumstances to pay in full all interest and
principal of the loan. The leased property should be owned by a
bankruptcy-remote, special purpose borrower, which grants a first
lien mortgage and assignment of rents to the securitization trust.
The dark value of the collateral, which assumes the property is
vacant or "dark", is then examined to determine a recovery rate
upon a loan's default. Moody's also considers the overall
structure and legal integrity of the transaction. For deals that
include a pool of credit tenant loans, Moody's currently uses a
Gaussian copula model, incorporated in its public CDO rating model
CDOROMv2.8-8 to generate a portfolio loss distribution to assess
the ratings.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R)(Moody's Surveillance Trends) and CMM
(Commercial Mortgage Metrics) on Trepp -- and on a periodic basis
through a comprehensive review. Moody's prior full review is
summarized in a press release dated January 6, 2012.

Deal Performance

As of the December 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 93% to $48.8
million from $704.8 million at securitization. The Certificates
are collateralized by 26 mortgage loans ranging in size from less
than 1% to 19% of the pool, with the top ten non-defeased loans
representing 80% of the pool. Five loans, representing 58% of the
pool, are secured by credit tenant leases (CTLs). Six loans,
representing 9% of the pool, have defeased and are secured by U.S.
Government securities.

Five 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.

Eleven loans have been liquidated from the pool, resulting in an
aggregate realized loss of $11.0 million (31% loss severity on
average). One loan, representing 6% of the pool, is currently in
special servicing. The specially serviced loan is the Grand Place
Commons Loan ($3.0 million -- 6.1% of the pool), which is secured
by a 40,276 square foot (SF) property located in Novi, Michigan.

Moody's was provided with full year 2011 and partial year 2012
operating results for 95% of the pool, excluding CTL loans,
defeased loans and specially serviced loans. Moody's weighted
average LTV for the conduit component is 43% compared to 45% 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 10.2%.

Moody's actual and stressed DSCRs for the conduit component are
1.80X and 4.55X, respectively, compared to 1.72X and 3.98X at last
review. Moody's actual DSCR is based on Moody's net cash flow
(NCF) and the loan's actual debt service. Moody's stressed DSCR is
based on Moody's NCF and a 9.25% stressed rate applied to the loan
balance.

The top three performing conduit loans represent 17% of the pool
balance. The largest loan is the 330-348 East Fordham Road Loan
($5.2 million -- 10.6% of the pool), which is secured by a 14,349
square foot retail property located in Bronx, New York. As of June
2012, the property was 100% leased, the same as at Moody's prior
review. The loan has amortized 20% since securitization. Moody's
LTV and stressed DSCR are 46% and 2.58X, respectively, compared to
48% and 2.48X at last review.

The second largest loan is the Post Haste Plaza Loan ($2.0 million
-- 4.0% of the pool), which is secured by a 35,890 square foot
retail property located in Hollywood, Florida. As of June 2012,
the property was 100% leased compared to 73% at last review. Net
operating income has improved by 18% since last review. The loan
has amortized 31% since securitization. Moody's LTV and stressed
DSCR are 43% and 2.77X, respectively, compared to 53% and 2.25X at
last review.

The third largest loan is the Best Western Regent Inn Loan ($1.4
million -- 2.8% of the pool), which is secured by a 88-room
limited service hotel located in Mansfield Center, Connecticut.
The property's performance has improved since last review. The
loan is fully amortizing and has amortized by 51% since
securitization. The loan is on the servicer's watchlist due to low
DSCR. Moody's LTV and stressed DSCR are 50% and 3.61X,
respectively, compared to 107% and 1.22X at last review.

The CTL component consists of five loans, totaling 58% of the
pool, secured by properties leased to five tenants. The largest
exposures are Beckman Coulter Inc. ($10.0 million -- 20.5% of the
pool; Beckman was acquired by Danaher Corporation; senior
unsecured rating A2 -- stable outlook) and Regal Cinemas
Corporation ($7.1 million -- 15.0% of the pool; Regal
Entertainment Group; backed senior unsecured rating B3 -- stable
outlook). Credits representing approximately 81% of the CTL
exposure are publicly rated by Moody's. The bottom-dollar weighted
average rating factor (WARF) for the CTL component is 2,396
compared to 2,201 at last review. WARF is a measure of the overall
quality of a pool of diverse credits. The bottom-dollar WARF is a
measure of the default probability within the pool.


PONTIAC TIFA: Fitch Affirms Junk Rating on TIFA Bonds
-----------------------------------------------------
Fitch Ratings has affirmed the 'CCC' rating for the following
Pontiac Tax Increment Finance Authority, Michigan (TIFA) bonds:

  -- $2.3 million TIFA (development area #2) tax increment revenue
     and refunding bonds, series 2002.

In addition, Fitch affirms the implied unlimited tax general
obligation (ULTGO) rating for the city of Pontiac (the city) at
'B-'.

The ratings have been removed from Negative Watch.  Fitch assigns
a Stable rating Outlook.

SECURITY

The bonds are limited obligations of the TIFA payable solely from
tax increment revenues collected in the development area.  There
is a cash-funded debt service reserve to the IRS standard.

KEY RATING DRIVERS

WATCH REMOVAL ON WASTEWATER TRANSACTION COMPLETION: The city has
completed the transaction with Oakland County monetizing the
excess capacity at its regional wastewater treatment plant, as
planned.  Restoration of general fund liquidity relieves near-term
negative pressure on the ratings and allows the city to continue
operations while pursuing solutions for structural balance.

SPECULATIVE GRADE ULTGO RISK FACTORS: The 'B-' implied ULTGO
rating reflects the city's poor financial performance, rooted in
its lack of revenue-raising flexibility, high fixed cost
structure, and weak economic profile.  The authority of the state-
imposed emergency financial manager (EFM) to rein in certain costs
is a credit positive, but structural balance has not yet been
restored.

TIFA BONDS RELIANT ON CITY SUBSIDY: The 'CCC' rating on the TIFA
bonds reflects the city's demonstrated willingness to subsidize
debt service on the bonds from available non-pledged funds as
pledged revenues are insufficient.

TAX INCREMENT ELIMINATED: Due to severe tax base declines taxable
value (TV) in the TIF district has dropped below the base amount,
creating a negative incremental value and eliminating tax
increment revenues.

CREDIT PROFILE

INCREMENT INSUFFICIENT TO SUPPORT DEBT SERVICE

Primary support for the bonds is derived from the city's continued
willingness to subsidize debt service, given the erosion of the
pledged revenue stream; TV in TIF #2 is now lower than the base
value.  An 80% drop in TV was recorded in fiscal 2012, largely due
to a successful General Motors Corporation (GM) tax appeal.
Meaningful recovery of the tax increment revenue stream is
unlikely in the near or medium term given the depths of the real
estate downturn, the projection of continued tax base erosion for
the next several years, as well as state-wide limits on annual
growth of the property tax levy.

Likely sources of debt repayment include approximately $1 million
on deposit in the TIF #2 fund and approximately $985,000 in the
cash-funded debt service reserve.  Additionally, the city has
identified excess revenues from TIF #4, whose bonds have been
fully repaid, as a potential source for subsidy of TIF #2 debt
service.  The city does not anticipate subsidization from the
general fund.

WEAK TAX COLLECTIONS

Citywide property tax collections have hovered around 75% for the
past two years.  As with all local entities within Oakland County,
the city is made whole via the county revolving delinquent tax
fund.  However, there is a charge back to the city after two years
for uncollected taxes.  The county also may decide to terminate
the revolving fund at any time.

ASSET MONETIZATION RESTORES GENERAL FUND BALANCE

The agreement with Oakland County to monetize the excess capacity
of the wastewater treatment plant generated $55 million for the
city.  Proceeds were allocated to put money aside for water and
wastewater system improvements ($5 million), retire revenue bond
debt associated with the system ($4.1 million), retire the 2006
fiscal stabilization bonds ($16.5 million), retire 2006 tax
increment finance authority/building authority bonds ($9.6
million), and to pay the property tax appeal refund due to GM ($2
million).  The remaining $17.8 million is allocated to deficit
elimination.

STATE OVERSIGHT

Fitch believes Pontiac will continue to struggle economically and
financially as it works to transition away from its traditionally
manufacturing-based roots.  The city has operated with a state-
appointed EFM since March 2009.  The EFM is employed by the state
to re-establish structural integrity and eliminate the
accumulative deficit within five years, with authority over labor
negotiations, hiring, spending, and most other financial concerns.

Last month Michigan voters overturned Public Act 4, the emergency
manager law that granted the EFM broad powers to address the
city's substantial fixed cost burden.  The EFM is now operating
under the prior law, Act 72.  Newly passed legislation, which has
not yet been signed into law, would restore many of the broader
powers lost by the repeal of Public Act 4.  The legislation would
also allow the city council to remove the EFM as early as April 1,
2014, but provides some limits on how quickly the city council
could reverse the EFM's decisions.

FUNDAMENTAL EXPENDITURE CHANGES

The state-appointed EFM has employed extraordinary expenditure
reduction methods, including outsourcing police responsibilities
to Oakland County, privatizing several governmental functions,
dramatically reducing staff, selling assets, streamlining health
care costs, and monetizing excess capacity at the regional
wastewater treatment plant.

As a result of the expenditure reductions -- coupled with the
omission of certain payments -- the city generated a $4.6 million
general fund operating surplus after transfers (14% of spending)
and ended fiscal 2011 with a $554,732 balance or 2% of
expenditures and transfers out.  The positive ending general fund
balance was the first since fiscal 2002.  Fitch notes the
operating results were partially achieved by omitting a $4.0
million pension and benefits payment and a $1.9 million property
tax refund owed to General Motors Corporation.

Unaudited results for fiscal 2012 show a $3.7 million operating
deficit turning the general fund balance back to a negative $3.1
million, equivalent to a negative 7.3% of spending.  The city
anticipates returning the general fund to positive territory in
fiscal 2013 with the proceeds of the wastewater transaction.
Projections for fiscal 2013 call for adding $13 million to general
fund balance, which would put the total ending general fund
balance at $9.9 million or 15.5% of spending.  The city reports
that the structural deficit has narrowed, but still persists, with
recurring expenditures exceeding recurring revenues by $6 million
for fiscal 2013.

The city is exploring ways to reduce or eliminate its costs for
retiree health care as a way to achieve structural budgetary
balance.  Currently, the city pays approximately $5.6 million
annually for retiree health care.  Eliminating this payment would
close the structural gap between recurring revenues and recurring
expenditures.  The EFM and mayor have proposed using the
overfunded portion of the pension fund to pre-fund the other post-
employment benefit (OPEB) liability which would reduce the city's
annual costs.

Previously, the board governing the pension system has been
unwilling to study this plan.  However, the EFM recently
reconstituted the board and the new members are expected to be
more favorable toward studying the option.  Fitch expects the
proposal will be met with legal challenges and will monitor any
progress the city makes toward achieving structural budgetary
balance through this or other means.

CHALLENGING ECONOMIC PROFILE

Pontiac has been adversely impacted by the decline of the auto
industry.  At one point GM employed 15,000 people and accounted
for 25% of aggregate taxable property value.  But employment
declined to 3,000 after the closure of both its truck and assembly
plants in 2009, and GM now accounts for less than 2% of TV.

Citywide unemployment rates have improved from 31% in October of
2009.  However, rates are still extraordinarily high at 21.8% in
September 2012.  The individual poverty rate is more than double
the state average, and median household income equals 64% of the
state mean.  The current property tax collection rate is extremely
low at 75%.  Oakland County makes the city whole through its
delinquent tax revolving fund, but the city is liable for charge-
backs for uncollectible amounts after two years.

MANAGEABLE LONG-TERM OBLIGATIONS

Overall debt levels are moderate, totaling $1,290 per capita and
3.8% of market value.  Principal amortization is above average,
with 70% repaid within 10 years.  The city provides pension
benefits to its employees through two single-employer defined
benefit pension plans.  The city made one-half of its required
contribution in fiscal 2010, and none of the fiscals 2011 or 2012
amounts.  One of the plans is well over-funded, even after
adjustment by Fitch to reflect a 7% discount rate, and the other
is nearly fully-funded.

The city also provides OPEB benefits, as mentioned, which the city
currently funds on a pay-as-you-go basis.  As of December 2011,
the OPEB unfunded actuarial accrued liability (UAAL) totaled $180
million or a relatively high 8.8% of market value.  Fitch notes
that staffing reductions and changes to health care benefits have
reduced the OPEB UAAL dramatically from the $306 million recorded
in the previous actuarial study.




RALI SERIES: Moody's Lowers Ratings on Three Tranches to 'Ca'
-------------------------------------------------------------
Moody's Investors Service has upgraded six tranches and downgraded
three tranches from three RMBS transactions, backed by option arm
loans, issued by Residential Funding Corporation in 2006.

Complete rating actions are as follows:

Issuer: RALI Series 2006-QO2 Trust

Cl. A-1, Downgraded to Ca (sf); previously on Dec 1, 2010
Downgraded to Caa1 (sf)

Cl. A-2, Upgraded to Ca (sf); previously on Dec 1, 2010 Downgraded
to C (sf)

Cl. A-3, Upgraded to Ca (sf); previously on Dec 1, 2010 Downgraded
to C (sf)

Issuer: RALI Series 2006-QO3 Trust

Cl. A-1, Downgraded to Ca (sf); previously on Dec 1, 2010
Downgraded to Caa2 (sf)

Cl. A-2, Upgraded to Ca (sf); previously on Dec 1, 2010 Downgraded
to C (sf)

Cl. A-3, Upgraded to Ca (sf); previously on Dec 1, 2010 Downgraded
to C (sf)

Issuer: RALI Series 2006-QO6 Trust

Cl. A-1, Downgraded to Ca (sf); previously on Dec 1, 2010
Downgraded to Caa2 (sf)

Cl. A-2, Upgraded to Ca (sf); previously on Dec 1, 2010 Downgraded
to C (sf)

Cl. A-3, Upgraded to Ca (sf); previously on Dec 1, 2010 Downgraded
to C (sf)

Ratings Rationale

The actions result from correction of a prior error in
interpreting the definition of Sequential Trigger Event. During
previous rating actions, it was assumed that the Sequential
Trigger Event had already occurred and that the trustee would
allocate payments to the senior classes sequentially. The Trustee,
however, has adopted an interpretation that indicates the
Sequential Trigger Event will never occur and payments will always
remain pro rata. That interpretation has now been applied, and the
rating actions reflect that change.

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

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

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 7.7% in November 2012. 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_SF311249

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

http://v3.moodys.com/page/viewresearchdoc.aspx?docid=PBS_SF198174


RBSSP TRUST 2012-9: S&P Gives 'BB' Rating on Class C Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to RBSSP
Resecuritization Trust 2012-9's $24.10 million notes.

The note issuance is a securitization of approximately 48%
ownership interest in the asset-backed certificates (the
underlying securities) of the Hyundai Auto Receivables Trust 2011-
B (HART 2011-B) securitization.

The ratings reflect S&P's view of:

-- The availability of 2.34%, 1.93%, and 1.54% credit support
    for the class A, B, and C notes, respectively, based on
    stressed cash flow scenarios (including 90% credit to excess
    spread), which provide coverage of 3.0x, 2.0x, and 1.75x of
    the pro rata share of its 0.71% remaining expected cumulative
    net loss on the HART 2011-B's current outstanding receivables.
    The resecuritization's class B and C notes serve as credit
    support for the class A resecuritization notes, and the class
    C notes serve as credit support for the class B notes.

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

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

"The assigned ratings are weak-linked to the rating of the
depositor, RBS Securities Inc. (A/Stable/A-1). In our view, the
transaction structure currently does not isolate the
creditworthiness of the depositor from the creditworthiness of the
notes. We understand that in the future this issue may be
addressed, at which time we will reevaluate our ratings on the
notes," 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

RBSSP Resecuritization Trust 2012-9

Class              Rating                    Amount (mil. $)
A                  A (sf)                              21.80
B                  BBB (sf)                             1.20
C                  BB (sf)                              1.10


SOLAR TRUST: Moody's Affirms 'Caa1' Rating on Class K Certs.
------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed nine classes of Solar Trust, Commercial Mortgage Pass-
Through Certificates, Series 2003-CC1 as follows:

Cl. A-2, Affirmed at Aaa (sf); previously on May 27, 2003
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on July 27, 2006 Upgraded
to Aaa (sf)

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

Cl. D-1, Upgraded to Aaa (sf); previously on January 27, 2012
Upgraded to Aa2 (sf)

Cl. D-2, Upgraded to Aaa (sf); previously on January 27, 2012
Upgraded to Aa2 (sf)

Cl. E, Upgraded to Aa3 (sf); previously on January 27, 2012
Upgraded to A2 (sf)

Cl. F, Upgraded to A2 (sf); previously on January 27, 2012
Upgraded to Baa1 (sf)

Cl. G, Affirmed at Baa3 (sf); previously on January 27, 2012
Upgraded to Baa3 (sf)

Cl. H, Affirmed at Ba3 (sf); previously on May 27, 2003 Definitive
Rating Assigned Ba3 (sf)

Cl. J, Affirmed at B3 (sf); previously on April 9, 2009 Downgraded
to B3 (sf)

Cl. K, Affirmed at Caa1 (sf); previously on April 9, 2009
Downgraded to Caa1 (sf)

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

Cl. IO-2, Affirmed at Ba3 (sf); previously on February 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale

The upgrades of the principal classes are due to an increase in
subordination from payoffs and amortization and overall stable
pool performance. The pool has paid down 61% since Moody's last
review and 76% since securitization.

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

Moody's rating action reflects a base expected loss of 1.6% of the
current balance compared to 1.8% at last review. Moody's provides
a current list of base expected losses for conduit and fusion CMBS
transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 14 compared to 26 at Moody's prior review.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output. The rating
action is a result of Moody's on-going surveillance of commercial
mortgage backed securities (CMBS) transactions. Moody's monitors
transactions on a monthly basis through a review utilizing
MOST(R)(Moody's Surveillance Trends) Reports and a proprietary
program that highlights significant credit changes that have
occurred in the last month as well as cumulative changes since the
last full transaction review. On a periodic basis, Moody's also
performs a full transaction review that involves a rating
committee and a press release. Moody's prior transaction review is
summarized in a press release dated January 27, 2012.

Deal Performance

As of the December 12th, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 76% to $111.4
million from $468.2 million at securitization. The Certificates
are collateralized by 30 mortgage loans ranging in size from less
than 1% to 13% of the pool, with the top ten loans representing
61% of the pool. The entire pool is scheduled mature by May 2013.
There are six fully defeased loans, representing 18% of the pool,
that are securitized by Canadian Government securities. The
defeased loans mature between January and March 2013.

Twenty-one loans are on the master servicer's watchlist,
representing approximately 79% of the pool. Per the master
servicer, these loans are on the watch-list due to upcoming
maturities. 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.

To date, the pool has not experienced any losses and there are
presently no loans in special servicing.

Excluding defeased loans, Moody's was provided with full year 2011
operating results for 79% of the pool. Moody's weighted average
conduit LTV is 56% compared to 63% at Moody's prior review.
Moody's net cash flow (NCF) reflects a weighted average haircut of
14% to the most recently available net operating income.

Moody's actual and stressed conduit DSCRs are 3.35X and 3.72X,
respectively, compared to 2.14X and 2.37X at last review. Moody's
actual DSCR is based on Moody's net cash flow and the loans actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stressed rate applied to the loan balance.

The largest conduit loan is the Sunridge Spectrum Shopping Centre
Loan ($14.6 million -- 13.2% of the pool), which is secured by a
129,471 square foot (SF) office property located in Calgary,
Alberta. As of January 2012, the property was 99% leased, the same
at last review. The loan has amortized 20% since securitization
and is scheduled to mature in January 2013. Moody's LTV and
stressed DSCR are 64% and 1.7X, respectively, compared 67% and
1.63X at last review.

The second largest conduit loan is the Westgate Centre Loan ($8.94
million -- 8.0% of the pool), which is secured by a 115,000 SF
retail center near the West Edmonton Mall in West Edmonton,
Alberta. As of July 2011, the property was 97% leased. The loan
has amortized 21% since securitization and is scheduled to mature
in February 2013. Moody's LTV and stressed DSCR are 61% and 1.95X,
respectively, compared to 63% and 1.88X at last review.

The third largest conduit loan is the Holiday Inn -- St. John's
Loan ($8.5 million -- 7.7% of the pool), which is secured by a
250-room, full service hotel located north of the central business
district in St. John's, New Foundland. As of September 2012, the
occupancy rate and revenue per available room (RevPAR) were 69%
and $93.72. For full year 2011, the occupancy rate and RevPAR were
68% and $89.41. The loan has amortized 30% since securitization
and the loan matures in January 2013. Moody's LTV and stressed
DSCR are 33% and 3.73X, respectively, compared to 37% and 3.35X at
last review.


STANFIELD CARRERA: S&P Cuts Ratings on 2 Note Classes to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class C-1, C-2, D-1, and D-2 notes from Stanfield Carrera CLO
Ltd., a collateralized loan obligation (CLO) transaction. "At the
same time, we withdrew our ratings on the class B-1 and B-2
notes," S&P said.

The transaction is in its amortization phase and paid down the
class B-1 and B-2 notes in full during its December 2012 payment
period. It also paid down a portion of the class C-1 and C-2
notes, which are pari passu.

"Though the class C-1 and C-2 notes balances are lower than the
original balances, we note that as per the trustee report as of
Dec. 10, 2012, two assets rated 'CCC+' or lower represent 37% of
the performing collateral. Due to this concentration risk, the top
obligor supplemental test is failing. We also note that 17.52%
($3.9 million of the total $22.7 million) of the loans is
nonperforming and that principal proceeds are being used to pay
interest on the C-1 and C-2 notes. These factors, in our opinion,
signal an increased vulnerability to default which is reflected in
our rating of CCC-," S&P said.

"The class D-1 and D-2 notes, which are also pari passu, continue
to have interest payments deferred, as all interest and principal
proceeds are being used to pay the class C-1 and C-2 notes. In
particular, the use of principal proceeds to pay interest on the
class C-1 and C-2 notes presents an ongoing deterioration of
credit support available for the D-1 and D-2 notes. In our view,
the class D-1 and D-2 notes are highly vulnerable to default as
reflected in our 'CC' rating," S&P said.

"We withdrew our ratings on the class B-1 and B-2 notes following
full paydowns," S&P said.

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Stanfield Carrera CLO Ltd.
                  Rating
Class         To          From
B-1           NR          A+ (sf)
B-2           NR          A+ (sf)
C-1           CCC- (sf)   CCC+ (sf)
C-2           CCC- (sf)   CCC+ (sf)
D-1           CC (sf)     CCC- (sf)
D-2           CC (sf)     CCC- (sf)

NR-Not rated.


SVG DIAMOND II: S&P Affirms 'CCC' Ratings on Two Tranches
---------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the Class
C tranche from SVG Diamond Private Equity PLC to 'A+ (sf)' from 'A
(sf)' and affirmed its ratings on the other four tranches of the
transaction. At the same time, Standard & Poor's affirmed its
ratings on the seven tranches of SVG Diamond Private Equity II
PLC.

Both transactions are private equity collateralized fund
obligations (CFOs) backed by a diversified pool of limited
partnership interests in private equity funds.

"The upgrade of the Class C tranche of SVG Diamond Private Equity
PLC is based on the increase in its credit support, which in turn
was primarily due to the paydowns to the Class A notes. The
transaction is in its amortization phase and continues to pay-down
the Class A-1 and A-2 notes, which are pari-passu. After the most
recent paydown on Sept. 28, 2012, the Class A note balance is
about 30% of its original size," S&P said.

"As of the end of September 2012, the transaction's liquidity
position and expected distributions are, in our opinion, adequate
to fund the remaining unfunded obligations. The transaction's
reported net asset value (NAV) as of Sept. 30, 2012, was higher
than that reported as of Jan. 31, 2011; we had used the January
2011 data for analysis during our last rating action on this
transaction in March 2011," S&P said.

"Although the credit support of both Class A and B have also
increased due to the paydowns to the Class A notes, the ratings on
these notes are already 'AA (sf)', which is the highest rating
that we can assign to a private equity CFO under our criteria. As
a result, we affirmed these ratings rather than raising them," S&P
said.

"The last rating action on SVG Diamond Private Equity II PLC was
on March 10, 2011, when we lowered some of our ratings. Since
then, the transaction has stabilized, and the trustee reports that
the value of its holdings has increased, as was reflected in the
transaction's preferred equity share NAV. As of Sept. 30, 2012,
the trustee reported that the NAV was 76% of its original value,
which is up from 44% at the end of January 2011," S&P said.

"The increase in the distributions from the underlying assets
enabled SVG Diamond Private Equity II PLC to pay off on its
September 2012 distribution period both the amount it had
previously drawn on its liquidity facility and the deferred
interest on the Class C and M notes. In addition, the
transaction's cash balances have increased and--together with the
undrawn balances under the existing liquidity facility--exceed the
contingent liabilities under the unfunded commitments outstanding
at the end of September 2012. Although the transaction continues
to fail some of its governing tests, the results have generally
improved," S&P said.

"Due to the stabilization and improvement in the performance of
the transaction, we affirmed our ratings on the seven tranches
from SVG Diamond Private Equity II PLC," S&P said.

Standard & Poor's will continue to monitor the CFO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate. "We will also continue to review whether, in our
view, the ratings currently assigned to the notes remain
consistent with the credit enhancement available to support them
and take rating actions that we deem necessary," S&P said.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATING RAISED

SVG Diamond Private Equity PLC

Class             To                   From
C                 A+ (sf)              A (sf)

RATINGS AFFIRMED

SVG Diamond Private Equity PLC

Class
A-1              AA (sf)
A-2              AA (sf)
B-1              AA (sf)
B-2              AA (sf)

SVG Diamond Private Equity II PLC

Class
A-1              A (sf)
A-2              A (sf)
B-1              BB+ (sf)
B-2              BB+ (sf)
C                B (sf)
M-1              CCC (sf)
M-2              CCC (sf)


THL CREDIT 2012-1: S&P Gives 'BB-' Rating on Class E Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to THL
Credit Wind River 2012-1 CLO Ltd./THL Credit Wind River 2012-1 CLO
LLC's $460.5 million floating-rate notes.

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

The ratings reflect S&P's view of:

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

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

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

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

-- The asset manager's experienced management team;

-- The timely interest and ultimate principal payments on the
    rated notes, which we assessed using our cash flow analysis
    and assumptions commensurate with the assigned ratings under
    various interest-rate scenarios, including LIBOR ranging from
    0.34% to 12.26%;

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

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

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

RATINGS ASSIGNED

THL Credit Wind River 2012-1 CLO Ltd./THL Credit Wind River 2012-1
CLO LLC

Class                     Rating                        Amount
                                                      (mil. $)
A                         AAA (sf)                       303.0
B-1                       AA (sf)                         56.0
B-2                       AA (sf)                         10.0
C-1 (deferrable)          A (sf)                          34.5
C-2 (deferrable)          A (sf)                           5.0
D (deferrable)            BBB (sf)                        26.0
E (deferrable)            BB- (sf)                        26.0
Combination
notes(i) (deferrable)     BBB+ (sf)                   13.0(ii)
Subordinated notes        NR                             53.13

(i) The combination notes' principal reflects $5 million of class
     C-1 note principal and $8 million of class D note principal.
(ii) Each component (the class C-1 and class D note components) is
     included in (and is not in addition to) the respective
     principal amount of the class C-1 and class D notes.

  NR-Not rated.


UBS-BARCLAYS 2012-C4: Fitch Places Low-B Ratings on 2 Class Notes
-----------------------------------------------------------------
Fitch Ratings has assigned the following ratings to UBS-Barclays
Commercial Mortgage Trust 2012-C4 commercial mortgage pass-through
certificates, series 2012-C4:

  -- $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;
  -- $145,610,000a class A-S 'AAAsf'; Outlook Stable;
  -- $1,164,877,000*a class X-A 'AAAsf'; Outlook Stable;
  -- $134,689,000*a 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.

* Notional amount and interest only.
(a) Privately placed pursuant to Rule 144A.

Fitch does not 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
$1.46 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; RAIT Partnership, LP;
General Electric Capital Corp.; Redwood Commercial Mortgage
Corporation; and The Bancorp Bank.


UBS-BARCLAYS 2012-C4: S&P Gives 'BB-' Rating on Class F Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 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 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 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

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.


WACHOVIA BANK 2003-C9: Fitch Puts Some Certs. on Rating Watch Neg
-----------------------------------------------------------------
Fitch Ratings has placed four classes of Wachovia Bank Commercial
Mortgage Trust, commercial mortgage pass-through certificates,
series 2003-C9 on Rating Watch Negative.  In addition, Fitch has
downgraded eight classes to 'Dsf' due to realized losses.

The Rating Watch Negative placements are the result of higher than
expected losses on the West Oaks Mall loan, in addition to
increasing losses on existing specially serviced loans.  Fitch
will review the impact of the realized and higher expected losses
as well as the other remaining loans.

Fitch places the following classes on Rating Watch Negative:

  -- $17.2 million class C 'AAAsf';
  -- $33 million class D 'AAAsf';
  -- $14.3 million class E 'Asf';
  -- $15.8 million class F 'BBsf'.

Fitch downgrades the following classes:

  -- $12.4 million class G to 'Dsf' from 'B-sf'; RE 0%;
  -- Class H to 'Dsf' from 'CCCsf'; RE 0%;
  -- Class J to 'Dsf' from 'CCsf'; RE 0%;
  -- Class K to 'Dsf' from 'CCsf'; RE 0%;
  -- Class L to 'Dsf' from 'CCsf'; RE 0%;
  -- Class M to 'Dsf' from 'Csf'; RE 0%;
  -- Class N to 'Dsf' from 'Csf'; RE 0%.

Fitch does not rate class P.  Class O will remain at 'Dsf'/RE 0%.

Classes A-1, A-2, A-3 and X-P have paid in full.  Fitch has
previously withdrawn the ratings on the interest-only class X-C.


WACHOVIA BANK 2003-C9: S&P Lowers Ratings on 5 Cert Classes to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2003-C9, a U.S.
commercial mortgage-backed securities (CMBS) transaction, and
placed three of these classes on Credit Watch with negative
implications. "In addition, we placed our ratings on two other
classes from the same transaction on CreditWatch with negative
implications," S&P said.

"We lowered our ratings to 'D (sf)' on the classes G, H, J, K, and
L certificates because of principal losses resulting from the
liquidation of one asset that was with the special servicer,
CWCapital Asset Management LLC Inc. According to the Dec. 17,
2012, remittance report, the trust experienced $50 million in
principal losses upon the recent disposition of the West Oaks Mall
asset. The class M, N, and O certificates experienced a loss of
100% of their beginning principal balance. We previously lowered
our ratings on these classes to 'D (sf)'," S&P said.

"The CreditWatch placements of our ratings on the class B, C, D,
E, and F certificates and the downgrades of three of these classes
reflect the reduction in available liquidity support and our
expectation that these classes are susceptible to future interest
shortfalls, in view of the significant amount of near term
maturing loans in this transaction. As of the Dec. 17, 2012,
remittance report, 68 loans ($585.8 million, 97.8%), including two
of the specially serviced loans, are due to mature within the next
10 months. We expect that should some of these loans fail to pay
off at maturity and be subsequently transferred to special
servicing, the trust could experience increased interest
shortfalls. As a result, the potential liquidity interruptions may
prompt Standard & Poor's to take further rating actions," S&P
said.

"Standard & Poor's will resolve the CreditWatch negative
placements as more information regarding the liquidity support for
the trust becomes available and after we review the credit
characteristics of the remaining loans in the pool becomes
available," S&P said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATINGS LOWERED

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2003-C9
               Rating             Credit            Reported
                                  enhcmt         shortfalls ($)
Class  To                  From       (%)        Crnt    Acmltd
G      D(sf)      BB+(sf)              0         0           0
H      D(sf)      B+(sf)               0    59,480      59,480
J      D(sf)      CCC+(sf)             0    38,268      38,268
K      D(sf)      CCC(sf)              0    25,512      25,512
L      D(sf)      CCC-(sf)             0    19,136      19,136

RATINGS LOWERED AND PLACED ON CREDITWATCH NEGATIVE

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2003-C9


               Rating             Credit             Reported
                                  enhcmt          shortfalls ($)
Class  To                  From       (%)         Crnt    Acmltd
D      A(sf)/Watch Neg     AA-(sf)    7.12         0           0
E      BB+(sf)/Watch Neg   A+(sf)     4.72         0           0
F      B+(sf)/Watch Neg    BBB+(sf)   2.09         0           0

RATINGS PLACED ON CREDITWATCH NEGATIVE

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2003-C9
               Rating             Credit             Reported
                                  enhcmt          shortfalls ($)
Class  To                  From       (%)         Crnt    Acmltd
B      AAA(sf)/Watch Neg    AAA(sf)  15.51         0           0
C      AA+(sf)/Watch Neg    AA+(sf)  12.64         0           0


WELLS FARGO: Moody's Lowers Rating on Class B-3 Tranche to 'C'
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of eleven
tranches and upgraded the ratings of six tranches from six RMBS
transactions issued by Wells Fargo. The collateral backing these
deals primarily consists of first-lien, fixed and adjustable-rate
Prime Jumbo residential mortgages. The actions impact
approximately $455.5 million of RMBS issued in 2004.

Complete rating actions are as follows:

Issuer: Wells Fargo Mortgage Backed Securities 2004-CC Trust

Cl. A-1, Downgraded to B1 (sf); previously on Apr 10, 2012
Downgraded to Ba3 (sf)

Cl. B-1, Downgraded to Ca (sf); previously on Apr 18, 2011
Downgraded to Caa2 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2004-D Trust

Cl. A-1, Downgraded to Baa3 (sf); previously on Apr 10, 2012
Downgraded to Baa1 (sf)

Cl. B-1, Downgraded to B3 (sf); previously on Apr 10, 2012
Downgraded to Ba3 (sf)

Cl. B-2, Downgraded to Ca (sf); previously on Apr 10, 2012
Downgraded to Caa3 (sf)

Cl. B-3, Downgraded to C (sf); previously on Apr 10, 2012
Downgraded to Ca (sf)

Cl. A-2, Downgraded to Baa3 (sf); previously on Apr 10, 2012
Downgraded to Baa1 (sf)

Cl. A-IO, Downgraded to Baa3 (sf); previously on Apr 10, 2012
Downgraded to Baa1 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2004-M Trust

Cl. B-1, Downgraded to Caa3 (sf); previously on Apr 10, 2012
Downgraded to B3 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2004-O Trust

Cl. A-1, Downgraded to Ba3 (sf); previously on Apr 10, 2012
Downgraded to Baa2 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2004-W Trust

Cl. A-1, Upgraded to Ba2 (sf); previously on Apr 10, 2012
Downgraded to Ba3 (sf)

Cl. A-8, Upgraded to Ba2 (sf); previously on Apr 10, 2012
Downgraded to Ba3 (sf)

Cl. A-9, Upgraded to Ba1 (sf); previously on Apr 10, 2012
Downgraded to Ba2 (sf)

Cl. A-10, Upgraded to Ba3 (sf); previously on Apr 10, 2012
Downgraded to B1 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2004-Y Trust

Cl. I-A-1, Upgraded to Ba1 (sf); previously on Apr 18, 2011
Downgraded to Ba2 (sf)

Cl. I-A-2, Upgraded to Ba1 (sf); previously on Apr 18, 2011
Downgraded to Ba2 (sf)

Cl. III-A-3, Downgraded to Ba1 (sf); previously on Apr 10, 2012
Confirmed at Baa3 (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 upgrades are due to
significant improvement in collateral performance, and/or rapid
build-up in credit enhancement due to high prepayments.

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 is "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 7.7% in November 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_SF311581

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

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


WFRBS COMMERCIAL 2012-C10: Moody's Rates Class F Certs. 'B2'
------------------------------------------------------------
Moody's Investors Service has assigned ratings to 14 classes of
CMBS securities, issued by WFRBS Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2012-C10.

Cl. A-1, Definitive Rating Assigned Aaa (sf)

Cl. A-2, Definitive Rating Assigned Aaa (sf)

Cl. A-3, Definitive Rating Assigned Aaa (sf)

Cl. A-SB, Definitive Rating Assigned Aaa (sf)

Cl. A-S, Definitive Rating Assigned Aaa (sf)

Cl. A-FL, Definitive Rating Assigned Aaa (sf)

Cl. A-FX, Definitive Rating Assigned Aaa (sf)

Cl. B, Definitive Rating Assigned Aa3 (sf)

Cl. C, Definitive Rating Assigned A3 (sf)

Cl. X-A, Definitive Rating Assigned Aaa (sf)

Cl. X-B, Definitive Rating Assigned A2 (sf)

Cl. D, Definitive Rating Assigned Baa3 (sf)

Cl. E, Definitive Rating Assigned Ba2 (sf)

Cl. F, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

The Certificates are collateralized by 85 fixed rate loans secured
by 122 properties. The ratings are based on the collateral and the
structure of the transaction.

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

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

The Moody's Actual DSCR of 1.74X is greater than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 1.10X is greater than the 2007 conduit/fusion transaction
average of 0.92X.

Moody's Trust LTV ratio of 98.3% is lower than the 2007
conduit/fusion transaction average of 110.6%. Moody's Total LTV
ratio (inclusive of subordinated debt and debt-like preferred
equity) of 98.4% is also considered when analyzing various stress
scenarios for the rated debt.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach. With respect to
loan level diversity, the pool's loan level (includes cross
collateralized and cross defaulted loans) Herfindahl Index is 29.
The transaction's loan level diversity is at the higher end of the
band of Herfindahl scores found in most multi-borrower
transactions issued since 2009. With respect to property level
diversity, the pool's property level Herfindahl Index is 32. The
transaction's property diversity profile is higher than the
indices calculated in most multi-borrower transactions issued
since 2009.

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

Moody's also grades properties on a scale of 1 to 5 (best to
worst) and considers those grades when assessing the likelihood of
debt payment. The factors considered include property age, quality
of construction, location, market, and tenancy. The pool's
weighted average property quality grade is 2.5, which is higher
than the indices calculated in most multi-borrower transactions
since 2009.

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

Moody's analysis employs the excel-based CMBS Conduit Model v2.61
which derives credit enhancement levels based on an aggregation of
adjusted loan level proceeds derived from Moody's loan level DSCR
and LTV ratios. Major adjustments to determining proceeds include
loan structure, property type, sponsorship, and diversity. Moody's
analysis also uses the CMBS IO calculator ver_1.1, which
references the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology.

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

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

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 16%, and 29%, the model-indicated rating for the currently
rated Aaa Super Senior class would be Aaa, Aaa, and Aa1,
respectively; for the most junior Aaa rated class A-S would be
Aa1, Aa1, and A2, respectively. Parameter Sensitivities are not
intended to measure how the rating of the security might migrate
over time; rather they are designed to provide a quantitative
calculation of how the initial rating might change if key input
parameters used in the initial rating process differed. The
analysis assumes that the deal has not aged. Parameter
Sensitivities only reflect the ratings impact of each scenario
from a quantitative/model-indicated standpoint. Qualitative
factors are also taken into consideration in the ratings process,
so the actual ratings that would be assigned in each case could
vary from the information presented in the Parameter Sensitivity
analysis.

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


* Fitch Cuts Rating on 321 Distressed Bonds in 168 US RMBS
----------------------------------------------------------
Fitch Ratings has downgraded 321 distressed bonds in 168 U.S. RMBS
transactions to 'Dsf'.  The downgrades indicate that the bonds
have incurred a principal write-down. Of the bonds downgraded to
'Dsf', all classes were previously rated 'Csf' or 'CCsf'.  All
ratings below 'Bsf' indicate a default is expected.

As part of this review, the Recovery Estimates of the defaulted
bonds were not revised.  Additionally, the review only focused on
the bonds which defaulted and did not include any other bonds in
the affected transactions.

Of the 321 classes affected by these downgrades, 151 are Prime,
118 are Alt-A, and 47 are Subprime. The remaining transaction
types are other sectors.  The majority of the bonds (54.8%) have a
Recovery Estimate of 50%-100%, which indicates that the bonds will
recover 50%-100% of the current outstanding balance, while 28.9%
have a Recovery Estimate of 0%.

A spreadsheet detailing Fitch's rating actions can be found at
'www.fitchratings.com' by performing a title search for 'Fitch
Downgrades 321 Distressed Bonds to 'Dsf' in 168 U.S. RMBS
Transactions'.  These actions were reviewed by a committee of
Fitch analysts.  The spreadsheet provides the contact information
for the performance analyst.

The spreadsheet also details Fitch's assignment of Recovery
Estimates (REs) to the transactions.  The Recovery Estimate scale
is based upon the expected relative recovery characteristics of an
obligation.  For structured finance, Recovery Estimates are
designed to estimate recoveries on a forward-looking basis.


* Fitch Says Speculative Credit Quality Remains Strong
------------------------------------------------------
As detailed by Fitch Ratings' in its latest installment of the
'Leveraged Finance Stats Quarterly - Third Quarter 2012', credit
quality for U.S. speculative grade debt remains strong as in
Fitch's last review ended Sept. 30, 2012.  Favorable capital
market conditions for the majority of 2012, have allowed issuers
to reduce interest costs, improve maturity profiles, and bolster
liquidity positions. However, future credit improvements remain
challenging for many issuers in 2013.

Aggregate debt levels in the portfolio have moderately increased
by 4% year-over-year (by over $20 billion), as issuers have been
more opportunistic and aggressive in financing.  Minor EBITDA
margin expansion has allowed for solid absolute EBITDA levels,
offsetting higher debt levels.  This has resulted in leverage for
both 'BB' and 'B' rated issuers remaining relatively flat year-
over-year at 3.3x and 5.0x, respectively.

Stronger balance sheets and ease of access to debt markets has
provided issuers comfort with current debt levels.  Further
deleveraging for most issuers could be limited.

Debt capital markets remain at attractive rates for most
speculative grades borrowers.  This has allowed issuers to
refinance and re-price their capital structures at more favorable
rates.  However, interest cost savings from lower rates in 2012
has yet to take effect in current coverage metrics.  As interest
coverage has remained relatively flat through 2012 for both 'BB'
and 'B' rated issuers at 4.9x and 2.8x, respectively.
Improvements should begin to be fully realized in 2013.

Overall liquidity positions remain strong as memories of a credit
crunch have left issuers with a strong focus on maintaining ample
liquidity.  On average, 'BB' rated issuers have approximately 84%
available on their revolving credit facilities versus 71% for 'B'
rated issuers.  LTM free cash flow remains solid year-over-year.
However, it declined quarter-over-quarter as many issuers have
channeled excess cash to shareholders primarily in the form of
dividends.

Aggregate cash balances in the portfolio increased by
approximately 5% year-over-year in the third quarter, as some
companies have issued debt at attractive rates and have retained
the cash on balance sheet to opportunistically bolster cash
positions as well as prefund maturities or acquisitions.  Both
'BB' and 'B' rated issuers have seen increases, however, 'B' rated
issuers, have experienced a larger increase.  This reflects 'B'
rated issuance outpacing 'BB' issuance in the third quarter as
investor demand has moved down the credit scale.

Overall cash balances have normalized since recession lows, as
capital spending has and shareholder-friendly initiatives have
consumed some excess cash.

Enhancements to credit profiles in 2013 could be limited as a slow
growth environment persists and capacity for further cost cutting
remains difficult.  However, stable credit profiles for most high-
yield issuers should allow a buffer to withstand a prolonged
period of weak economic growth or a macro economic shock.


* Moody's Says Outlook for US Student Loan ABS Remains Negative
---------------------------------------------------------------
The outlook for securitizations backed by either private or
government guaranteed student loans remains negative, according to
two new reports from Moody's Investors Service, "US Private
Student Loan Securitizations: 2013 Outlook" and "US FFELP Student
Loan Securitization: 2013 Outlook."

Securitizations of private student loans, which are loans the US
government does not insure, will contain loans of slightly
stronger credit quality in 2013 than in 2012. Collateral
performance of outstanding private student loan securitizations
will improve modestly but will still be weak in 2013, because the
economy will be weak.

"Delinquency and default rates on private student loans will
improve modestly because unemployment will slowly improve, loan
pools in post-2008 securitizations are of stronger credit quality
and loan pools in older securitizations with more risky collateral
will season past their peak default years," said Tracy Rice, a
Moody's assistant vice president.

For private student loan ABS, an elevated downside risk for
collateral performance relates to the possibility of a recession
caused by sharp fiscal tightening in 2013.

However, collateral performance would not deteriorate to the
extent that it did during the last recession because loan pools in
securitizations are stronger now, says Moody's.

Fiscal challenges for the US government and its credit standing
will continue to be the key risk for securitizations backed by
loans originated with under the Federal Family Education Loan
Program (FFELP). Ten to thirty percent of all cash in FFELP
securitizations comes from the US government in the form of a
default and minimum yield guarantee.

The overall performance of FFELP student loans will remain week in
2013.

"Defaults on the loan pools backing most FFELP securitizations
will continue being high because the new college graduates will be
looking for a job during a weak economy characterized by high
unemployment rates," said Irina Faynzilberg, Moody's Vice
President- Senior Credit Officer. "Net losses on the pools,
however, will continue being low because of the US government
guarantee of defaulted loans."


* Moody's Says Fiscal-Cliff Recession to Hit US Securitizations
---------------------------------------------------------------
The expected recession that would result from the failure to
resolve the US government's fiscal cliff would be credit negative
for most securitization sectors, says Moody's Investors Service in
a new report, "Recession Resulting from a Fiscal Cliff Would
Weaken US Securitization Performance."

"The scale of fiscal policy tightening in the event of the fiscal
cliff would result in the US falling back into recession in early
2013, with consequence for the domestic and global economy and
therefore structured finance," said Andrew Jones, research
director for Moody's Structured Finance Group. "US fiscal policy
poses significant risks to domestic economic activity, which is a
major driver of securitization performance."

The Moody's report analyzes the impact of a fiscal cliff-driven
recession on nine types of Moody's-rated US securitizations. It
concludes that performance of US private-label mortgage-backed
securities (RMBS) would suffer from higher unemployment and lower
house prices and that the current recovery in properties backing
US commercial mortgage-backed securities (CMBS) loans would slow.
Moody's also believes that prime auto asset-backed securitizations
(ABS) would fare better than subprime and that credit card ABS
performance would not decline materially.

The report includes analysis of each sector in relation to the
fiscal cliff:

US Private-Label RMBS

A fiscal-cliff recession would lead to higher rates of delinquency
in mortgage pools backing residential RMBS. Although the rate at
which borrowers who have always been current are becoming
delinquent had improved to around 8.5% per year in August, the
fiscal cliff would lead to an increase in the rate closer to the
10.8% per year level of late 2011.

US CMBS Loans

A setback in the fragile recovery taking place among the property
sectors backing CMBS loans would lower the prospects for
refinancing performing loans due to mature in the next few years
and increase the severity of defaulted loans. Of the major
property types, apartment is furthest along in recovery, but rent
growth would slow in a recession. Broad-based rental growth for
office and retail, expected after 2013, would be delayed by a year
or two. Spending cuts would hit properties in some metro areas
particularly hard, especially those with industries that depend
heavily on government contracts.

Auto ABS

A fiscal-cliff recession would not materially affect existing
prime-quality auto asset-backed securities (ABS), because the
strong credit characteristics of the loans, including the good
credit profiles of the obligors, would insulate the deals against
deteriorating performance. Weaker borrowers in the subprime sector
however, would suffer more from higher tax burdens and lower
disposable income.

Credit Card ABS

Charge-offs on credit card ABS would not increase materially in
the event of a fiscal cliff. The rise in unemployment would cause
charge-offs to increase to slightly above 4%, in comparison with
Moody's base case scenario forecast of slightly below 4%, by the
end of 2013. Because sponsors charged-off receivables from many
weaker borrowers during the credit crisis, the remaining
receivables are of stronger credit quality.

FFELP Student Loan Securitizations

In a fiscal-cliff recession, delinquencies and defaults in both
FFELP and private student loan securitizations would rise as a
result of rising unemployment, a key factor in student loan
performance. Collateral performance of private student loan
securitizations would not, however, deteriorate to the extent that
it did during the last recession. In addition, because the US
government supports FFELP securitizations by reimbursing 97% of
losses on defaulted loans, the net loss on defaulted loans would
remain less than 1%.

Commercial and Esoteric ABS

In a fiscal-cliff recession, higher taxes on borrowers and lower
consumer spending would hurt small business loan cash flow and
aggravate the high propensity of recently modified small business
loans to re-default. The fiscal cliff would also hurt timeshare
loan ABS, largely recovered from the prior recession, and
contribute to a mixed picture for other esoteric sectors. For
some, such as aircraft lease and container leases, there are no
immediate consequences beyond greater vulnerability to broader
shocks.

Collateralized Loan Obligations

The fiscal cliff would negatively affect collateralized loan
obligations (CLO) through its impact on their underlying
speculative-grade, corporate leveraged loan investments. A
recession would increase default rates significantly for
speculative-grade leverage loans. Junior-most CLO tranches could
suffer losses while senior tranches would not, although they would
weaken. Although a recession stemming from the fiscal cliff would
have negative consequences for virtually every US non-financial
sector, certain industries, some of which are present in CLOs,
would bear the brunt of the risk.

Structured Credit

A fiscal cliff recession would weaken the credit quality of US
structured finance collateralized debt obligations (SF CDOs)
because RMBS and CMBS account for approximately three quarters of
the their collateral. US Trust Preferred Securities (TruPS) CDOs
would weaken because of their exposures to banks and insurance
companies, which could face significant losses on their
residential and commercial real estate portfolios. Finally, any
major and sudden disruptions have the potential to disrupt the
stability of the loan market, and weaken the performance of US
Market Value (MV) CLOs, though not enough to prompt an event of
default.


* S&P Lowers Ratings on 828 Classes From 131 US RMBS Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 828
classes from 131 U.S. residential mortgage-backed securities
(RMBS) transactions and removed 713 of them from CreditWatch with
negative implications, 55 from CreditWatch with developing
implications, and one from CreditWatch with positive implications.
"The downgrade of the class with the rating on CreditWatch
positive was due to our analysis using updated loss severity
information. We also raised our ratings on 216 classes from 70
transactions and removed 18 of them from CreditWatch positive, 80
from CreditWatch developing, and 46 from CreditWatch negative
because we obtained additional loan-level information that was not
available at the time of the CreditWatch placements. We also
affirmed our ratings on 699 classes from 147 transactions and
removed 23 of them from CreditWatch negative, 21 from CreditWatch
developing, and one from CreditWatch positive. We subsequently
withdrew 18 of the lowered ratings, 14 of the affirmed ratings
and 11 of the raised ratings because of our view of the potential
for performance volatility associated with collateral groups that
contain fewer than 20 loans. In addition, we withdrew our ratings
on 176 classes from 47 transactions, 41 of which were on
CreditWatch negative and two were on CreditWatch positive. We
withdrew 132 of these since the highest rating in the transaction
is currently rated 'D (sf)', 39 of them in accordance with our
current interest-only criteria and five of them because they have
been paid in full. In most cases where the 'D (sf)' rated classes
are being withdrawn, the classes have taken a substantial amount
of realized losses, including some where their outstanding balance
is currently zero. Further, we do not expect some of these classes
to receive any payments in the future.  In other cases the
withdrawal may be linked to other criteria such as small loan
count," S&P said.

"Of the 249 structures from 196 transactions reviewed: 243 are
prime jumbo, four are synthetic risk transfer and two are Alt-A.
The four U.S. residential mortgage-backed securities (RMBS)
synthetic risk transfer transactions reviewed were issued by RESI
Finance (RESI)," S&P said.

The complete list of rating actions is available for free at:

      http://bankrupt.com/misc/S&P_828_RMBS_Ratings_122112.pdf

The transactions in this review were issued between 1988 and 2008
and are backed by adjustable- and fixed-rate mortgage loans
secured primarily by first liens on one- to four-family
residential properties.

"On Aug. 15, 2012, we placed our ratings on 1,001 classes from 134
of these transactions on CreditWatch negative, positive, or
developing, along with ratings from a group of other RMBS
securities due to the implementation of our recently revised
criteria for surveilling pre-2009 U.S. RMBS ratings. CreditWatch
negative placements accounted for approximately 82% of the
resolved CreditWatch actions in this review, CreditWatch
developing placements accounted for approximately 16%, and
CreditWatch positive placements accounted for approximately 2%. We
completed our review on these transactions using the revised
assumptions, and these rating actions resolve some of the
CreditWatch placements. Six of these ratings from Chase Mortgage
Finance Trust, Series 2003-S9 were initially placed on CreditWatch
with negative implications on July 17, 2012, due to our assessment
of bond payment allocations made following a coupon reduction loan
modification which was negatively affected the trust. In addition,
the rating on the A1 class from Sequoia Mortgage Trust 2005-2 had
its CreditWatch negative placement updated on Sept. 4, 2012, due
to interest shortfalls, which were being investigated and have now
been confirmed," S&P said.

                              3 or fewer       More than 3
From         Affirmations      notches           notches
                             Up      Down      Up      Down
Watch Pos          1          7        1       11        0
Watch Neg         23         33      373       13      340
Watch Dev         21         47       50       33        5

"The high percentage of CreditWatch negative placements reflected
our projection that remaining losses for a majority of the prime
jumbo transactions will increase. We may have 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.

The increased projected losses resulted from one or more of these
factors:

-- An increase in S&P's default and loss multiples at higher
    investment-grade rating levels.

-- An increased portion of nondelinquent loans (generally between
    1% and 8%) are now categorized as reperforming (many of these
    loans have been modified) and have a default frequency of 25%
    or 30%; and

-- S&P's extended liquidation curves that eroded projected credit
    support prior to when it would be needed.

Shelf                                               # Deals
                                                    /Structures
Name                                                Reviewed
Banc of America Funding (BAF)                       2/2
Banc of America Mortgage Trust (BAM)                2/5
Bear Stearns ARM Trust (BSA)                        1/1
Chase Mortgage Finance Trust (CMF)                  4/4
Citigroup Mortgage Loan Trust Inc. (CML)            1/2
Citicorp Mortgage Securities Trust (CMS)            1/1
CSFB Mortgage Securities Corp. (CSF)                9/18
CSMC Mortgage-Backed Trust (CSM)                    3/4
CHL Mortgage Pass-Through Trust (CWF)               17/17
Deutsche Mortgage Securities, Inc. (DMS)            1/1
First Horizon Mortgage Pass Through Trust (FHM)     6/6
First Republic Mortgage Loan Trust (FRM)            1/1
GMACM Mortgage Loan Trust (GMM)                     1/1
GreenPoint Mortgage Securities Inc. (GPM)           1/1
GSR Mortgage Loan Trust (GSR)                       10/15
HSI Asset Loan Obligation Trust (HAL)               1/1
HarborView Mortgage Loan Trust (HVM)                1/1
JPMorgan Mortgage Trust (JPM)                       3/6
Lehman Mortgage Trust (LMT)                         2/6
MASTR Adjustable Rate Mortgages Trust (MAR)         3/3
Merrill Lynch Mortgage Investors Inc. (MLM)         6/7
MRFC Mortgage Pass-Through Trust (MRM)              2/2
Morgan Stanley Capital I Inc. (MSC)                 1/1
Morgan Stanley Mortgage Loan Trust (MSM)            3/3
MASTR Asset Securitization Trust (MST)              3/4
National City Mortgage Capital Trust (NLC)          1/2
Prudential Home Mortgage Securities Co. (PHM)       2/2
PHH Mortgage Trust (PHT)                            1/2
Prime Mortgage Trust (PRT)                          4/6
RESI Finance Limited Partnership (RES)              4/4
Residential Funding Company (RFC)                   19/22
Ryland Mortgage Securities Corp. (RYL)              1/1
Structured Asset Mortgage Investments Trust (SAM)   1/2
Structured Adjustable Rate MLT (SAR)                5/8
Structured Asset Securities Corp. (SAS)             13/15
Salomon Brothers Mortgage Securities VII Inc. (SBM) 2/2
SLH Mortgage Trust (SLH)                            1/1
Structured Mortgage Asset Residential Trust (SMA)   8/12
Sequoia Mortgage Trust (SQM)                        3/4
STARM Mortgage Loan Trust (STR)                     1/1
Thornburg Mortgage Securities Trust (THR)           1/1
Wells Fargo Mortgage Backed Securities Trust (WFM)  20/22
Washington Mutual Mortgage Securities Corp. (WMS)   24/29

The lists detail information on shelves and transactions S&P
reviewed as of October 2012.

Shelf Level Affirmations/Rating Movement

Shelf      # IG         # Non-IG    # IG to       # Down/Up
Name       Affirmed     Affirmed    Non-IG        >3 notches
BAF        0            22          0             0/3
BMS        0            11          2             24/0
CMF        0            18          2             8/0
CMS        0            8           0             0/2
CSF        2            27          9             38/15
CSM        0            46          0             0/1
CWF        0            84          4             12/8
DMS        0            0           3             5/0
FHM        0            26          2             6/1
GMM        0            9           0             0/0
GPM        0            1           0             0/0
GSR        0            27          8             16/9
HVM        0            1           1             2/0
JPM        1            17          2             14/4
LMT        0            14          0             0/0
MAR        0            7           0             9/3
MAS        0            8           3             6/1
MLM        0            18          5             11/3
MRM        0            0           4             4/0
MSC        0            0           0             0/2
MSM        0            33          2             6/1
MST        0            2           1             2/0
NLC        0            1           5             5/0
PHM        1            1           0             0/0
PHT        0            4           2             9/0
PRT        0            19          1             8/0
RES        0            10          0             0/0
RFC        5            50          21            46/11
SAM        0            0           0             0/1
SAR        1            29          1             0/3
SAS        2            39          8             27/12
SBM        0            1           3             3/0
SMA        0            2           0             1/0
SQM        3            7           0             1/2
STR        0            8           0             0/0
THR        0            1           1             5/0
WFM        0            100         15            29/11
WMS        2            31          21            48/5

IG-Investment grade.

Losses and Delinquencies*

Banc of America Funding Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-6        488   31.32    1.69          12.20           8.55
2006-4        292   44.12    4.83          22.76          15.68

Banc of America Mortgage Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-6        801   13.73    0.08           4.52           3.47
2003-6        351    6.79    0.00           1.10           0.00
2003-8        307   16.60    0.00          10.28           7.11
2003-8        184   11.22    0.00           4.49           2.95
2003-8        167   19.95    0.07           7.12           4.98

Bear Stearns ARM Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-6        746   30.90    5.62          18.77          16.14

Chase Mortgage Finance Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-S10      400    9.51    0.00           4.18           4.18
2003-S9       400    9.61    0.02           0.83           0.83
2006-S4       530   36.99    4.53          21.85          18.79
2007-S3     1,075   39.51    4.95          17.15          14.62

CHL Mortgage Pass Through Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-26       500   40.93    2.40          18.20          13.20
2006-HYB2     666   34.20   12.34          34.85          30.48
2007-6        750   45.57    5.66          24.60          19.51
2008-1        162   35.69    2.96          24.07          18.60

CHL Mortgage Pass-Through Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2002-27       500    3.28    0.04          13.77           9.71
2002-31       500    3.79    0.00           2.20           0.00
2004-14       418   19.80    1.01          16.53          14.31
2004-J7       180   18.24    0.05           9.68           6.40
2005-17       633   37.71    3.17          15.66          12.06
2005-20       416   39.46    2.60          18.29          12.82
2005-HYB3     597   27.50    4.52          24.89          18.80
2006-13       522   31.44    4.42          28.49          22.34
2006-J3       217   33.54    1.59           8.18           6.44
2007-11     1,000   45.40    5.65          25.18          20.91
2007-14       750   41.29    2.61          18.27          13.50
2007-HY4      620   43.76    9.14          29.64          25.21

CHL Mtg Pass Through Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2006-18       520   37.73    4.05          21.51          17.61

Citicorp Mortgage Securities Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2007-5        345   37.77    2.86           8.64           5.75

Citigroup Mortgage Loan Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2007-AR8      394   45.04    9.00          24.72          21.53
2007-AR8      480   39.26   11.14          25.44          22.84

Credit Suisse First Boston Mortgage Securities Corp.
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2002-18       245    1.36    1.25          33.50          21.82
2002-18       309    4.28    0.74          17.56           9.82
2002-19       274    0.00    0.01           0.00           0.00
2002-19       225    1.61    1.80           0.00          15.31
2002-22       169    5.12    2.19          14.61          11.07
2002-22       179    1.73    1.40          61.07          20.53
2002-22       221    3.98    0.96          24.11          11.73
2003-10       216    6.57    0.11          16.70          14.16
2003-10       283    6.25    0.07          17.69          17.69
2004-4        455   20.14    0.06           4.63           4.63
2004-4        182   31.77    0.81           7.07           5.31
2004-4        213   18.76    0.91          28.95          24.14

CSFB Mortgage-Backed Pass-Through Certificates
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-1        120   30.32    1.88          24.77          24.77
2005-1        452   27.39    0.75          13.53          12.53

CSFB Mortgage-Backed Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-1        440    0.00    0.10           0.00           0.00
2003-1        355    4.78    1.75          26.67          24.93
2003-25       257   12.45    0.16          10.04           7.20
2003-7        535    4.97    0.04           7.38           5.58

CSMC Mortgage-Backed Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2006-1        618   45.39    7.02          24.76          20.92
2006-1        261   37.66    2.73          16.87          15.07
2007-2        989   35.55    2.11          13.29          11.30

CSMC Mtg-Bckd Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2006-8        558   23.59    8.16          20.92          18.57

Deutsche Mortgage Securities
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-1        432    2.78    0.01           0.00           0.00

First Horizon Mortgage Pass Through Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-5        366   30.20    1.88          10.77           8.43

First Horizon Mortgage Pass-Through Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-6        333    9.68    0.00           2.37           2.37
2004-5        206    6.67    0.16           9.13           5.48
2005-7        210   36.52    2.65          12.03          12.03
2007-2        210   40.85    3.41          13.68           9.08

First Republic Mortgage Loan Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2002-FRB2     380    6.76    0.00           9.57           0.00

GMACM Mortgage Loan Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-AR5      597   33.64    3.53          11.79           7.30

GreenPoint Mortgage Securities Inc.
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-1        209   14.06    0.37          10.61          10.61

GSR Mortgage Loan Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-2F       517    1.63    0.03          14.53          10.62
2003-3F     1,158    2.00    0.05           8.97           8.13
2003-4F       989    2.10    0.02          13.16           7.07
2004-14       330    5.28    0.59          23.33          16.60
2004-14       449   15.20    1.79          11.76           9.41
2004-2F       827    8.82    0.17           7.82           5.66
2004-2F       264    6.66    0.17           1.84           1.84
2004-4        361    3.47    0.19          25.30          25.30
2005-AR2      185    7.54    0.37          27.41          24.51
2005-AR2      710   23.79    2.03          15.26          11.78
2005-AR3    1,206   23.86    3.67          18.16          14.00
2005-AR3      318    4.22    0.37          10.88           8.03
2006-AR1    1,350   38.11    5.90          15.99          13.04
2006-AR2       56    6.21    1.08           0.00           0.00
2006-AR2      907   39.67    6.10          19.36          14.37

HarborView Mortgage Loan Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-1        308    5.48    0.08           7.44           5.64

HSI Asset Loan Obligation Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2007-1        325   44.73    7.60          33.08          26.34

JPMorgan Mortgage Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-A1       401   13.82    0.01           9.36           4.04
2005-A1     1,638   14.22    0.07           7.34           4.30
2005-A6       251   32.85    3.78           7.35           4.55
2005-A6     1,214   31.15    2.15          14.00           9.93
2006-A3     1,055   33.65    7.72          20.03          16.13
2006-A3       540   29.04    1.07           6.02           3.48

Lehman Mortgage Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-2        258   49.88    7.23          17.81          11.95
2005-2        382   45.21    0.01          19.67          14.72
2005-2        306   43.89    5.35          17.40          10.54
2005-2        250   42.30    6.02          21.26          13.68
2005-3        181   46.95    6.28          17.09          13.13
2005-3        359   38.97    5.46          20.23          14.91

MASTR Adjustable Rate Mortgage Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-7        408   33.42    9.80          17.19          13.70

MASTR Adjustable Rate Mortgages Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2002-3        489    1.13    0.07           4.60           0.00
2003-2        300    7.78    0.30          12.40          11.61

MASTR Asset Securitization Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-2        545    3.78    0.03           1.78           1.00
2003-2        401    3.46    0.00           6.91           2.43
2007-1        336   35.23    4.24          24.43          21.65

MASTR Seasoned Securitization Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-1        557    3.87    0.08          14.22          14.22

Merrill Lynch Mortgage Backed Securities Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2007-1        454   38.87    9.72          21.40          16.46
2007-3        305   43.98    6.90          21.75          16.02

Merrill Lynch Mortgage Investors Inc.
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-A2       510    7.49    0.08           4.16           0.00
2003-A2       294    3.53    0.04           9.40           9.40
2003-A4       655    2.87    0.24          15.48          13.79
2003-A6       322    7.63    0.21           5.70           5.12

Merrill Lynch Mortgage Investors Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-A9       927   36.03    3.95          15.14          11.83

Morgan Stanley Capital I Inc.
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
1996-1        157    0.53    0.17           0.00           0.00

Morgan Stanley Mortgage Loan Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2004-1        283    9.96    0.05           3.61           3.61
2005-4        672   39.39    2.86          14.94          11.65
2005-7        823   47.23    3.08          19.93          13.76

MRFC Mortgage Pass-Through Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2002-TBC1     162    6.18    0.00           8.92           6.36
2002-TBC2     350   10.88    0.00           7.47           0.00

National City Mortgage Capital Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2008-1        129   28.89    3.73          12.80           8.57
2008-1        262   25.13    1.28           8.00           4.49

PHH Mortgage Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2008-CIM1     343   29.33    0.97           6.56           6.07
2008-CIM1     277   32.16    0.86           4.71           4.18

Prime Mortgage Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-1        347    8.89    0.06          11.28           8.88
2004-CL2      206    6.32    0.05          23.88          11.57
2005-2        121   14.76    0.00           6.14           4.41
2005-2        122   17.66    1.45          29.94          16.98
2007-3        175   52.45    7.71          33.46          27.22
2007-3        125   28.55    1.48          23.39          15.99

Prudential Home Mortgage Securities Co. Inc. (The)
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
1992- 10      173    0.07    0.14           0.00           0.00
1994-25       211    0.14    0.28           0.00           0.00

RAAC Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2004-SP2      145   10.65    0.20          15.40          15.40

RAMP Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2002-SL1      138    3.13    0.10          16.39           0.74
2002-SL1       82   10.68    0.15          12.21           7.94

Real Estate Synthetic Investment Securities
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-B      9,525   18.53    0.42           9.59           8.26

RESI Finance Limited Partnership
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-A      9,492   12.67    0.39          10.99           8.91
2005-C     10,853   25.07    0.65           8.67           7.49
2006-A      7,207   24.60    0.99          11.45           9.73

RFMSI Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-S11      356    6.70    0.09           5.04           3.19
2003-S14      203    9.85    0.00           2.41           0.68
2003-S15      228    8.55    0.01           1.79           0.92
2003-S16      255   10.05    0.03           0.70           0.00
2003-S18      254   10.63    0.00           2.96           1.79
2003-S4       413    6.60    0.10           8.96           4.29
2003-S6       203    6.75    0.01           2.49           2.49
2003-S9       272    2.62    0.02           8.22           5.22
2004-S3       228    8.80    0.01           1.61           1.04
2004-S5       101   13.25    0.02           3.58           3.58
2004-S5       322   17.70    0.13           3.62           2.41
2004-S6       155   12.53    0.08           5.09           2.77
2004-S6       372   20.75    0.28           9.62           4.15
2004-S7       105   13.07    0.08           2.23           1.67
2005-SA1      295   18.31    1.59           6.00           5.11
2007-S3       575   40.79    5.94          17.88          11.78
2007-S8       489   39.95    6.76          19.04          13.48
2007-S9       172   37.64    5.89          16.11          12.26

RFSC Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-RM1      422    6.19    0.05          12.00           8.00

Ryland Mortgage Securities Corp.
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
1991-16       284    0.23    0.00           0.00           0.00

Salomon Brothers Mortgage Securities VII Inc.
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
1994- 5       121    0.22    0.00           0.00           0.00
2003-1        140    5.21    0.00          17.16          11.85

Sequoia Mortgage Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-2        344   12.61    0.47           6.72           4.38
2005-4        155   22.08    0.00          15.84          10.23
2005-4        174   28.23    0.27           5.01           3.61

Sequoia Mortgage Trust 4
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
CLASS A       384    5.12    0.30           8.01           4.36

SLH Mortgage Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
1989- 1       200    0.00    0.00           0.00           0.00

STARM Mortgage Loan Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2007-S1       597   44.12    2.39           4.76           3.24

Structured Adjustable Rate Mortgage Loan Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2004-15       217    8.12    1.45          33.01          29.75
2004-19       215    6.18    0.78          11.45          11.45
2004-19       191   12.22    3.26          30.52          29.26
2005-1      1,430   26.01    3.28          16.74          11.70
2005-18       763   41.25    5.37          22.25          18.73
2005-18     1,270   37.95    6.29          27.51          21.65
2005-20       317   36.26    5.01          16.84          13.73
2005-20       298   34.00   10.14          23.00          20.92

Structured Asset Mortgage Investments Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
1999-1        102    1.58    0.32          15.47          11.01
1999-1        191    0.00    0.00           0.00           0.00

Structured Asset Securities Corp.
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2002-11A      249    1.33    0.19          45.44          14.64
2002-11A      723    0.84    0.06          20.99          20.99
2002-16A      400    2.06    0.57           9.30           7.98
2002-17       469    2.76    0.22           0.00           0.00
2002-3        474    1.77    0.36          13.74          13.24
2003-29       591   23.61    0.34           7.02           5.41
2003-29       215   10.40    0.01           6.52           4.43
2003-2A       550    3.70    0.29          17.66          14.90
2003-34A    1,404   13.39    0.46           9.60           6.63
2003-40A      839   13.91    0.77          22.33          12.90
2003-9A       487    4.66    0.16          10.29           7.44

Structured Asset Securities Corporation Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-1      1,300   31.97    1.51          11.20           8.60
2005-16     1,051   44.97    3.74          17.26          11.26
2005-17       669   44.25    3.66          14.20          12.25

Structured Mortgage Asset Residential Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
1991- 1       165    0.03    0.00           0.00           0.00
1991- 5       250    0.05    0.00         100.00         100.00
1991- 8       325    0.05    0.00           0.00           0.00
1992- 2       175    0.21    0.00           0.00           0.00
1992- 5       125    0.00    0.00           0.00           0.00
1992- 5       400    0.08    0.00           0.00           0.00
1992-11       100    0.00    0.00           0.00           0.00
1992-11       300    0.05    0.00           0.00           0.00
1992-9         59    0.00    0.01           0.00           0.00
1992-9        251    0.05    0.01           0.00           0.00
1993- 2       130    0.00    0.00           0.00           0.00
1993- 2       250    0.05    0.06           0.00           0.00

Thornburg Mortgage Securities Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2002-3        519    5.22    0.06           7.24           4.91

WaMu Mortgage Pass-Through Certificates Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2002-AR12     999    0.48    0.03          35.35          11.99
2002-AR17     188    2.73    0.00          11.78           6.22
2002-AR17     954    2.88    0.10           9.80           9.80
2002-AR18   1,996    1.45    0.04           4.11           3.11
2002-AR19   2,000    1.33    0.03          17.53          11.61
2002-AR6      976    1.95    0.09          17.84           9.67
2002-AR9      873    2.55    0.04           6.59           5.49
2002-AR9      625    1.98    0.08          11.84          11.84
2003-AR1    1,930    2.16    0.06           7.95           5.10
2003-AR2      453    0.83    0.11           8.56           0.00
2003-S1       448    6.95    0.04          10.83           8.51
2005-AR7      852   32.07    2.37          10.40           8.25

WaMu Mortgage Pass-Through CertificatesTrust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-S2       353    3.79    0.00           6.74           0.00
2006-AR16     952   38.17    6.87          23.31          18.02
2006-AR16     506   42.25    5.70          19.43          15.02

WaMu Mortgage Securities Corp. Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2001-AR3    1,167    1.66    0.05          28.53          23.85

Washington Mutual Mortgage Securities Corp.
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-AR3    1,499    3.03    0.09           8.38           5.71

Washington Mutual MSC Mortgage Pass-Through Certificates Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2002-AR3      626    1.78    0.15          12.39           8.80
2003-MS1      243    2.12    0.00           3.61           3.61
2003-MS4      871    2.62    0.02           7.05           5.26
2003-MS6      236    5.04    0.08           7.95           7.95
2003-MS6      135    4.97    0.13          10.59           6.75
2003-MS7      460    5.04    0.05          13.00           5.12
2003-MS8      461    6.06    0.09           6.78           6.78
2004-RA2      191    6.96    0.58          17.56          14.22
2005-RA1      180    7.17    0.08          11.69          11.69
2005-RA1      118   19.43    1.05          25.71          15.35

Washington Mutual MSC Mortgage Pass-Through CertificatesTrust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-AR1    1,000    1.19    0.25          31.92          25.13
2003-AR2      744    2.12    0.31          30.78          17.04

Wells Fargo Mortgage Backed Securities Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-D        400    2.39    0.00           6.03           6.03
2003-E        151    5.30    0.00           7.43           7.43
2003-F        289    4.13    0.00           0.00           0.00
2003-G        378    7.64    0.06           3.59           2.15
2004-2        350   10.41    0.00           4.39           4.39
2004-3        250    9.72    0.00           3.10           2.61
2004-5        371   10.48    0.01           3.38           3.00
2004-B        208    9.15    0.06           4.57           1.19
2004-C        308   10.83    0.17           7.90           5.70
2004-D        358   11.18    0.01           3.60           2.43
2004-T        197    7.42    0.03           1.25           1.25
2004-U        761    3.90    0.12           7.86           7.42
2005-1        451   12.73    0.00           1.16           0.25
2005-12       595   42.30    2.73           7.84           4.98
2005-13       394   13.08    0.08           3.09           2.06
2005-14       707   33.51    1.53           7.51           5.87
2005-14       600   45.20    2.16           8.13           6.02
2005-9        900   31.39    1.22           6.98           5.31
2006-AR10   2,943   36.27    9.09          11.64           8.86
2006-AR8    1,488   36.08    4.35          10.51           8.59
2007-14       560   12.31    0.29          12.50           8.74
2007-14     5,000   33.91    2.77          11.18           8.65

* Cumulative losses represent the percentage of the original pool
   balance, and total and severe delinquencies represent the
   percentage of the current pool balance.

In risk transfer transactions, the owner of a pool of mortgage
loans (the "protection buyer") enters into a financial guarantee
contract with the issuer (the "protection seller") of the
securities. Pursuant to the guarantee agreement, the protection
seller guarantees to pay the protection buyer an amount equal to
certain losses realized on the underlying pool of mortgage loans,
known as the reference portfolio. "The mortgage pools we reviewed
in the four RESI transactions consist primarily of first-lien,
fixed-rate and adjustable-rate prime jumbo mortgage loans," S&P
said.

"In risk transfer transactions, unlike traditional mortgage-backed
securitizations, the actual cash flow from the reference portfolio
is not paid to the issuer and ultimately to the transactions'
security holders. Rather, the proceeds from the issuance of the
securities are deposited in an eligible account and are then
invested in eligible investments. The interest payable to the
security-holders is paid from income earned on these investments,
as well as from payments made by the protection buyer under the
financial guarantee contract. The principal payable to the
security-holders is paid from funds initially deposited into the
eligible account. Principal payments on the securities mirrors the
principal payments made on the reference portfolio," S&P said.

In addition, some of the reviewed transactions or respective
structures within a transaction are backed by a small remaining
population of mortgage loans. Standard & Poor's believes that the
liquidation of one or more of the loans in transactions with a
small number of remaining loans may have an adverse effect on
credit.  S&P said this potential 'tail risk' to the rated classes
resulted from one or more of these factors:

-- Shifting-interest payment structures increase the possibility
    of volatile credit performance. The cash flow mechanics within
    these transactions allow unscheduled principal to be repaid to
    subordinate classes while more senior classes remain
    outstanding if certain performance triggers are met. This
    decreases the actual dollar amount of credit enhancement
    available to cover losses;

-- The lack of optional terminations ("clean-up" calls) in which
    a designated participant can purchase the remaining loans
    within a trust when the pool factor declines to a defined
    percentage, effectively retiring the securities; and

-- The lack of credit enhancement floors that could add
    additional protection to the classes within a structure.
    Securities currently rated 'AAA (sf)' in transactions that
    have shifting-interest pay mechanisms and do not benefit from
    a credit enhancement floor or an equivalent functional
    mechanism will be rated no higher than 'AA+ (sf)'.

"In cases where a structure contained fewer than 100 loans or is
approaching 100 loans remaining, we addressed tail risk by
conducting additional loan-level analysis that stresses the loan
concentration risk within the specific pool. We may calculate loss
severities at the loan level using assumptions, such as market-
value declines published in our 2009 RMBS criteria, instead of
using pool-level assumptions. Because we developed our loss
severity assumptions using an aggregate sample set of data, we
applied a 1.2x adjustment factor to the loss severity assumption
for each loan when calculating loan-level loss severities to
account for potential variation between actual and calculated loss
severities when a loan is liquidated. The loss severity we used in
our analysis is equal to the higher of the calculated loss
severity and 20%. We use a 20% minimum loss severity to mitigate
potential information risk differences between the actual property
profile and condition and the reported estimated value using a
housing price index. Finally, we apply a 50% minimum loss severity
to the largest remaining loan balance if the calculated amount is
lower. The final rating assigned to each class will be the lower
of the rating derived by applying our revised surveillance
criteria and the rating derived by applying our tail risk
criteria," S&P said.

"For transactions which consist primarily of pre-2005 15-Year
fixed collateral, we applied a 20% loss severity under the base-
case scenario as opposed to 40%, which is used for 30-Year fixed
collateral transactions, to take into account the additional
amortization experienced by the 15-year groups/structures," S&P
said.

"We reviewed and subsequently withdrew our ratings on 43 classes
from 14 transactions because these classes are backed by
collateral groups that contain fewer than 20 loans. While the
groups on an aggregate basis may contain greater than 20 loans at
the respective transaction level, we expect our base case loss to
breach the amount of subordination in the near term, at which
point each group will be independent. If any of the remaining
loans in this pool were to default, the resulting loss could have
a greater effect on the pool's performance than if the pool
consisted of a larger number of loans. Because this performance
volatility may have an adverse effect on the stability of our
outstanding ratings, we subsequently withdrew 18 of the lowered
ratings, 14 of the affirmed ratings and 11 of the raised ratings
due to the small number of loans remaining," S&P said.

"Some of the transactions in this review have failed their current
delinquency triggers, which can affect the allocation of principal
to their classes. However, the payment priority of the deals that
failed these triggers may allow for additional allocation of
principal to the subordinate classes if they begin passing their
delinquency triggers again. In these instances, according to our
criteria, we lowered the ratings to 'AA+ (sf)' even though some of
these classes pass our 'AAA (sf)' stress scenario," S&P said.

"Of the 828 downgraded classes, we lowered our ratings on 126
classes to speculative-grade from investment-grade. Of these
classes, we lowered 102 to ratings between 'BB+ (sf)' and 'B-
(sf)' and lowered 24 to 'CCC (sf)' or 'CC (sf)'. Additionally, 518
of the lowered ratings remain at investment-grade. The remaining
184 downgraded classes already had speculative-grade ratings prior
to the downgrades," S&P said.

"We affirmed our ratings on 650 classes in the 'CCC (sf)' or 'CC
(sf)' categories. We believe that the projected credit support for
these classes will remain insufficient to cover the revised base-
case projected losses to these classes," S&P said.

"In addition to the 43 ratings we withdrew because the related
pools contain fewer than 20 loans, we withdrew our ratings on 176
other classes from 47 transactions. We withdrew 132 of these since
the highest rating in the transaction is currently rated 'D (sf)',
39 of these ratings in accordance with our interest-only (IO)
criteria because the referenced classes no longer sustain ratings
above 'A+ (sf)' and we withdrew five ratings because the classes
have been paid in full. In most cases where the 'D (sf)' rated
classes are being withdrawn, the classes have taken a substantial
amount of realized losses, including some where their outstanding
balance is currently zero. Further, we do not expect some of these
classes to receive any payments in the future.  In other cases the
withdrawal may be linked to other criteria such as small loan
count," 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.

"Credit support is generally provided by subordination for the
prime jumbo transactions reviewed while overcollateralization
(prior to its depletion) and excess spread, when applicable,
provide support for additional structures reviewed," S&P said.

"When reviewing the risk transfer transactions, we applied our
criteria described in 'Methodology: U.S. RMBS Synthetic Risk
Transfers,' published Feb. 6, 2009. We looked at several factors,
including the recent performance of the prime collateral backing
these transactions, our current projected losses, the projected
credit support to cover those losses, and the rating of the
applicable party responsible for making certain interest payments
(i.e. protection buyer)," 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/1201.pdf


* S&P Lowers Ratings on 463 Classes From 255 US RMBS Deals to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
on 463 classes of mortgage pass-through certificates from 255 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_463_122112_RMBS_Ratings.pdf

"The downgrades reflect our assessment of the impact that
principal write-downs had on the affected classes during recent
remittance periods. Prior to the rating actions, we rated all the
lowered classes in this review 'CCC (sf)' or 'CC (sf)'," S&P said.

Approximately 70.54% of the defaulted classes were from
transactions backed by Alternative-A (Alt-A) or prime jumbo
mortgage loan collateral. The 463 defaulted classes consist of
these::

-- 201 classes from prime jumbo transactions (43.23% of all
    defaults);

-- 127 classes from Alt-A transactions (27.31%);
-- 92 from subprime transactions (19.78%);
-- 23 from RMBS negative amortization transactions (4.95%);
-- 13 from resecuritized real estate mortgage investment conduit
    (re-REMIC) transactions (2.80%);
-- Two from outside the guidelines transactions;
-- Three from re-performing transactions;
-- One from a document deficit transaction and
-- One from a risk transfer transaction.

"A combination of subordination, excess spread, and
overcollateralization (where applicable) provide credit
enhancement for all of the transactions in this review," S&P said.

Standard & Poor's will continue to monitor its ratings on
securities that experience principal write-downs, and it will
adjust its ratings as it considers appropriate in accordance with
its criteria.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1201.pdf


* S&P Lowers Ratings on 28 Classes From 12 US RMBS Transactions
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 28
classes from 12 U.S. residential mortgage-backed securities (RMBS)
transactions and removed 11 of them from CreditWatch with negative
implications and 11 of them from CreditWatch with developing
implications. "We also raised our ratings on two classes from one
transaction. We also affirmed our ratings on 128 classes from 25
transactions and removed three of them from CreditWatch negative,
23 of them from CreditWatch developing, and two of them from
CreditWatch positive. Furthermore, we withdrew our ratings on
seven classes based on our criteria regarding interest-only
classes," S&P said.

The complete list of rating actions is available at:

   http://bankrupt.com/misc/S&P_1221_RMBS_Ratings_List_FINAL.pdf

"The transactions in this review were issued between 2001 and 2007
and are backed by a mix of adjustable- and fixed-rate subprime and
'scratch-and-dent' mortgage loans secured primarily by first liens
on one- to four-family residential properties," S&P said.

"On Aug. 15, 2012, we placed our ratings on 57 classes from 14 of
the transactions within this review on CreditWatch negative,
positive, or developing, along with ratings from a group of other
RMBS securities due to the implementation of our recently revised
criteria for surveilling pre-2009 U.S. RMBS ratings. We completed
our review of the transactions herein using the revised
assumptions and these rating actions resolve some of the
CreditWatch placements. The directional movements of the
CreditWatch resolutions within this review are," S&P said:

                              3 or fewer       More than 3
From Watch   Affirmations      notches           notches
                             Up      Down      Up      Down
Watch Pos          2          0        0        0        0
Watch Neg          3          0        2        0        9
Watch Dev         23          0        6        0        5

"The high percentage of CreditWatch negative placements reflected
our projection that remaining losses for the majority of the
subprime transactions will increase. We may have 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.

The increase in projected losses resulted from one or more of
these factors:

-- An increase in our default and loss multiples at higher
    investment-grade rating levels;

-- A substantial portion of non-delinquent loans (generally
    between 20% and 50%) now categorized as reperforming (many of
    these loans have been modified) and having a default frequency
    of 45% or 50%;

-- Increased roll-rates for 30- and 60-day delinquent loans;

-- Application of a high prepayment/front end stress liquidation
    scenario; and

-- A continued elevated level of observed severities.

"In line with the factors, we increased our remaining loss
projections for the majority of the transactions in this review
from our previous projections. The increase in the remaining
projected losses ranged from 7.14% (from 52.22% to 57.02%) for
Bear Stearns Asset Backed Securities Trust 2007-SD2 to 147.01%
(from 12.35% to 30.51%) for CitiFinancial Mortgage Securities Inc.
2003-4," S&P said.

"We lowered our ratings on 28 classes from 12 transactions. We
lowered our ratings on seven of these classes out of investment-
grade, none of which had ratings in the 'AAA (sf)' categories
before 's actions. Another 11 ratings remain at investment-grade
after being lowered. The remaining lowered ratings were on classes
that already had speculative-grade ratings before being lowered,"
S&P said.

Of the ratings lowered, one was based on S&P's interest shortfall
criteria. These can be identified in the rating table.

       RATING ACTIONS BASED ON INTEREST SHORTFALL CRITERIA

Terwin Mortgage Trust
Series 2004-19HE
                               Rating
Class      CUSIP       To                   From
N          881561LZ5   D (sf)               CC (sf)

Despite the increase in remaining projected losses, S&P upgraded
two classes from one transaction. In general, the upgrades reflect
two general trends S&P has seen in this type of transaction:

-- The transactions have failed their cumulative loss triggers,
    resulting in the permanent sequential payment of principal to
    its classes, thereby locking out any principal payments to
    lower-rated subordinate classes, which prevents credit support
    erosion; and

-- Certain classes have a first priority in interest and
    principal payments driven by the occurrence of the above.

"We raised our ratings on classes from a transaction issued in
2006.We originally rated these classes in an investment-grade
category. All of the raised ratings have sufficient projected
credit support to absorb the projected remaining losses associated
with those rating stresses," S&P said.

For certain transactions, S&P considered specific performance
characteristics that, in its view, may add a layer of volatility
to S&P's loss assumptions when they are stressed at the rating as
suggested by S&P's cash flow models. In these circumstances, S&P
either limited the extent of its upgrades or affirmed its ratings
on those classes in order to buffer against this uncertainty and
promote ratings stability. In general, the bonds that were
affected reflect these:

-- Historical interest shortfalls;
-- Low priority in principal payments;
-- Significant growth in the delinquency pipeline;
-- High proportion of reperforming loans in the pool;
-- Significant growth in observed loss severities; and
-- Weak hard-dollar credit support.

The two 'AAA (sf)' ratings from two transactions that S&P affirmed
affect bonds that reflect these:

-- Have more than sufficient credit support to absorb the
    projected remaining losses associated with this rating stress;
    and

-- Benefit from permanently failing cumulative loss triggers.

"The 17 affirmations from four transactions in the 'AA (sf)' and
'A (sf)' categories reflect these," S&P said:

-- Classes that are currently in first, second, or third payment
    priority; and

-- Benefit from permanently failing cumulative loss triggers.

"In addition, we affirmed the ratings on 13 classes from eight
transactions in the 'BBB (sf)' through 'B (sf)' rating categories.
The projected credit support on these particular bonds remained
relatively in line with prior projections," S&P said.

"Lastly, we affirmed our ratings on 96 additional classes in the
'CCC (sf)' or 'CC (sf)' rating categories. We believe that the
projected credit support for these classes will remain
insufficient to cover the revised projected losses to these
classes," S&P said.

"We withdrew our ratings on seven classes based on our criteria
regarding interest-only classes," S&P said.

"In accordance with our counterparty criteria, we considered any
applicable hedges related to these securities when performing
these rating actions," S&P said.

Subordination, overcollateralization (when available), and excess
interest generally provide credit support for the reviewed
transactions.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

    http://standardandpoorsdisclosure-17g7.com/1201.pdf


* S&P Takes Various Rating Actions on 60 Classes From 6 CMBS Deals
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 10
classes from four U.S. commercial mortgage-backed securities
(CMBS) deals and removed nine of the ratings from CreditWatch with
positive implications and one from CreditWatch with developing
implications. "Concurrently, we lowered our ratings on 20 other
classes from five U.S. CMBS transactions and removed nine of them
from CreditWatch with negative implications and two from
CreditWatch with positive implications. Finally, we affirmed our
ratings on 30 classes from five U.S. CMBS transactions and removed
seven of the ratings from CreditWatch with positive implications,
one from CreditWatch with negative implications, and one from
CreditWatch with developing implications. 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 upgrade of the class CP-1 raked certificates and affirmation
of the class CP-2 raked certificates in the Citigroup Commercial
Mortgage Trust 2005-C3 (CGCMT 2005-C3) transaction reflect our
analysis of the $13.2 million junior nonpooled portion of the
Carolina Place loan (trust balance of $95.7 million, whole loan
balance of $109.0 million), and follows our recently updated
criteria for rating U.S. and Canadian CMBS transactions. We
tempered our rating actions on these classes because we also
considered the near-term maturity of the whole loan. The loan
matures on Jan. 11, 2014. The raked certificates derive 100% of
their cash flows from the junior nonpooled portion of the loan.
The downgrade of the class CP-3 raked certificates 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 lowered our
rating on 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 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. The downgrades of classes
D and E in the Morgan Stanley Capital I Trust 2005-IQ10
transaction, the ratings on both of which were on CreditWatch with
positive implications, reflect higher than expected realized
losses from the liquidation of the specially serviced 69th Street
Philadelphia asset and the receipt of updated appraisal
information for the largest specially serviced asset, the Cortana
Mall asset, the value coming in lower than our expectations during
the CreditWatch placement. Our rating actions also took into
consideration the master servicer's nonrecoverable determination
for the Cortana Mall asset, which we expect to result in an
increase of interest shortfalls affecting the trust," S&P said.

"The affirmations 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 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

Morgan Stanley Capital I Trust 2005-IQ10
Commercial mortgage pass-through certificates
             Rating
Class      To             From      Credit enhancement (%)
A-1A      AAA (sf)       AAA (sf)                  24.49
A-AB      AAA (sf)       AAA (sf)                  24.49
A-4A      AAA (sf)       AAA (sf)                  33.93
A-4B      AAA (sf)       AAA (sf)                  24.49
A-J       A (sf)         BBB+ (sf)/Watch Pos       12.33
B         BBB- (sf)      BBB- (sf)/Watch Pos        9.42
C         BB+ (sf)       BB+ (sf)/Watch Pos         8.33
D         CCC (sf)       BB (sf)/Watch Pos          5.97
E         CCC- (sf)      BB- (sf)/Watch Pos         4.70
F         D (sf)         B+ (sf)                    2.89
G         D (sf)         B- (sf)                    1.80
H         D (sf)         CCC (sf)                   0.16
X-1       AAA (sf)       AAA (sf)                    N/A
X-2       AAA (sf)       AAA (sf)                    N/A
X-Y       AAA (sf)       AAA (sf)                    N/A

CD 2005-CD1 Commercial Mortgage Trust
Commercial mortgage pass-through certificates
              Rating
Class      To             From      Credit enhancement (%)
A-2FX     AAA (sf)       AAA (sf)                  34.34
A-2FL     AAA (sf)       AAA (sf)                  34.34
A-3       AAA (sf)       AAA (sf)                  34.34
A-SB      AAA (sf)       AAA (sf)                  34.34
A-4       AAA (sf)       AAA (sf)                  34.34
A-1A      AAA (sf)       AAA (sf)                  34.34
A-M       AA+ (sf)       A+ (sf)/Watch Pos         22.25
A-J       BBB+ (sf)      BBB- (sf)/Watch Pos       12.72
B         BBB (sf)       BB+ (sf)/Watch Pos        11.81
C         BBB- (sf)      BB (sf)/Watch Pos         10.45
D         BB+ (sf)       BB- (sf)/Watch Pos         9.09
E         BB- (sf)       B+ (sf)/Watch Pos          7.28
F         B (sf)         B (sf)/Watch Pos           6.07
G         B- (sf)        B- (sf)                    4.70
H         CCC+ (sf)      CCC+ (sf)                  3.34
J         CCC- (sf)      CCC- (sf)                  1.83
X         AAA (sf)       AAA (sf)                    N/A

Citigroup Commercial Mortgage Trust 2005-C3
Commercial mortgage pass-through certificates
             Rating
Class      To            From             Credit enhancement (%)
A-J       BBB (sf)       BBB+ (sf)/Watch Neg       14.61
B         BB (sf)        BBB- (sf)/Watch Neg       11.72
C         B (sf)         BB (sf)/Watch Neg         10.19
D         CCC (sf)       B+ (sf)/Watch Neg          8.15
E         CCC- (sf)      B- (sf)/Watch Neg          6.45
F         D (sf)         CCC- (sf)                  4.58
G         D (sf)         CCC- (sf)                  3.22
CP-1      AA+ (sf)       A (sf)/Watch Dev          N/A
CP-2      A- (sf)        A- (sf)/Watch Dev          N/A
CP-3      BB+ (sf)       BBB (sf)/Watch Neg           N/A

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates
series 2005-C3
             Rating
Class      To             From        Credit enhancement (%)
B         B (sf)         BB- (sf)/Watch Neg         5.30
C         B- (sf)        B+ (sf)/Watch Neg          3.84

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-C6
             Rating
Class      To             From       Credit enhancement (%)

A-4       AAA (sf)       AAA (sf)                  40.68
A-1-A     AAA (sf)       AAA (sf)                  40.68
A-M       AA+ (sf)       A+ (sf)/Watch Pos         26.19
A-J       A- (sf)        BBB+ (sf)/Watch Pos       15.87
B         BBB (sf)       BBB (sf)/Watch Pos        13.34
C         BBB- (sf)      BBB- (sf)/Watch Pos       11.71
D         BB+ (sf)       BB+ (sf)/Watch Pos        10.62
E         BB (sf)        BB (sf)/Watch Pos          9.17
F         B+ (sf)        BB- (sf)                   7.36
G         CCC (sf)       CCC+ (sf)                  5.55
H         CCC- (sf)      CCC (sf)                   4.10
J         D (sf)         CCC- (sf)                  2.47
A-X       AAA (sf)       AAA (sf)                    N/A
A-SP      AAA (sf)       AAA (sf)                    N/A

Morgan Stanley Capital I Trust 2005-IQ9
Commercial mortgage pass-through certificates
             Rating
Class      To             From          Credit enhancement (%)
F         BBB- (sf)      BBB- (sf)/Watch Neg        5.13
G         BB (sf)        BB+ (sf)/Watch Neg         4.15

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
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equity securities trade in public market are determined by more
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A list of Meetings, Conferences and Seminars appears in each
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related conferences are encouraged.  Send announcements to
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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
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Each Friday's edition of the TCR includes a review about a book of
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available at your local bookstore or through Amazon.com.  Go to
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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
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Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
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Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

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