TCR_Public/130113.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, January 13, 2013, Vol. 17, No. 12

                            Headlines

ACAS CRE 2007-1: Moody's Affirms 'C' Ratings on Some Note Classes
ACCESS GROUP: Fitch Lowers Rating on Class B Notes to 'BBsf'
ALLSLC IV: S&P Lowers Rating on 14 Note Classes to 'BB-'
AMMC CLO V: S&P Raises Rating on Class D Notes to 'B-'
AMP ABX 2006-1: Moody's Cuts Rating on $65-Mil. Notes to 'Ca'

APIDOS CDO II: S&P Retains Rating on Class D Notes to 'B+'
BANC OF AMERICA 2004-BBA4: Moody's Keeps Caa3 Ratings on 3 Certs.
BEAR STEARNS 1999-WF2: Moody's Affirms 'B2' Rating on X Certs.
BEAR STEARNS 2005-TOP18: Fitch Affirms D Ratings on Class N Notes
BEAR STEARNS 2006-PWR11: Fitch Cuts Rating on 5 Securities Classes

BLUEMOUNTAIN CLO II: S&P Retains 'B+' Rating on Class E Notes
BUCKEYE TOBACCO: Fitch Lowers Ratings on 10 Bonds
CALCULUS CMBS: Moody's Cuts Rating on Class A CDS to 'Caa3'
CANYON CAPITAL 2006-1: S&P Retains 'B+' Rating on Class E Notes
CANYON CAPITAL 2012-1: S&P Gives Prelim. BB Rating to Cl. E Notes

CENTERLINE 2007-1: Moody's Affirms 'C' Ratings on 2 Cert. Classes
CIFC FUNDING 2012-III: S&P Assigns 'B' Rating to Class B-3L Notes
CREDIT SUISSE 2004-C4: Moody's Cuts Rating on A-X Certs. to 'Ba3'
CREDIT SUISSE 2004-C4: Moody's Affirms 'C' Ratings on 6 Certs.
CW CAPITAL: Moody's Affirms 'C' Ratings on Seven Note Classes

DIVERSIFIED ASSET: Moody's Raises Ratings on 2 Classes From Ba1
DLJ COMMERCIAL 1999-CG3: Moody's Affirms Caa3 Rating on S Certs.
EMPORIA II: Fitch Raises Rating on $14.5-Mil. Class E Notes to 'B'
EMPORIA III: Fitch Hikes Rating on $18-Mil. Class E Notes to 'B'
FOXE BASIN: S&P Lowers Rating on Class D Notes to 'CC(sf)'

FRASER SULLIVAN: Moody's Hikes Rating on Class D Notes From 'Ba1'
GOLDEN STATE: Fitch Lowers Rating on Five Bond Classes to 'Bsf'
GREENWICH CAPITAL: Moody's Keeps Caa3 Rating on N-SO Securities
GMAC COMMERCIAL 1997-C2: Moody's Hikes G Certs. Rating to 'Ba1'
GMAC COMMERCIAL 2000-C3: Moody's Cuts Ratings on 2 Certs. to 'C'

GSR MORTGAGE 2004-9: Moody's Cuts Rating on Cl. 4A1 Secs. to Ba2
GSR MORTGAGE 2006-9F: Moody's Cuts Rating on Cl. 5A-4 Secs. to C
IMPAC CMB 2005-2: Moody's Cuts Rating on 1-M-1 Tranche to 'Caa2'
JP MORGAN 2004-S2: Moody's Cuts Ratings on 2 RMBS Tranches to Ca
LB-UBS 2003-C3: Moody's Affirms 'Caa2' Rating on Class S Certs.

LB-UBS 2005-C7: S&P Lowers Rating on Class SP-7 Notes to 'B-'
LEHMAN MORTGAGE 2007-5: Moody's Ups Rating on 2-A4 Notes to Caa3
MADISON SQUARE 2004-1: Fitch Cuts Ratings on 2 Note Classes to CC
MARQUETTE PARK: Moody's Hikes Rating on Class D Notes to 'Ba2'
MID-STATE CAPITAL 2004-1: Moody's Hikes B Tranche Rating to 'B2'

MERRILL LYNCH 2006-CA: Moody's Hikes Rating on L Certs. to Caa2
MERRILL LYNCH 2007-CA: Moody's Affirms Caa3 Rating on Cl. L Certs.
MORGAN STANLEY 2013-C7: Moody's Rates Class G Certs. '(P)B2'
NASSAU COUNTY: Fitch Cuts Ratings on Seven Bonds to 'B-sf'
NEUBERGER BERMAN: S&P Affirms 'BB' Rating on Class E Notes

RAIT CRE I: S&P Lowers Rating on 2 Note Classes to 'CCC-'
SANTANDER DRIVE 2013-1: S&P Assigns BB+(sf) to Class E Sub. Notes
SEQUOIA MORTGAGE 2013-1: Fitch Expects to Rate B-4 Certs. 'BBsf'
SCHOONER TRUST 2005-3: Moody's Affirms B3 Rating on Cl. L Certs.
SCHOONER TRUST 2005-4: Moody's Affirms B3 Rating on Cl. L Certs.

SIERRA CLO II: S&P Raises Rating on Class B-2L Notes to 'BB+'
TRAINER WORTHAM: Fitch Raises Rating on Class A-1 Notes to 'CCsf'
WACHOVIA BANK 2002-C1: Moody's Cuts Rating on IO-I Secs. to Caa3
WACHOVIA BANK 2003-C8: S&P Cuts Rating on 5 Note Classes to 'CCC-'
WACHOVIA BANK 2006-C25: Fitch Cuts Rating on $6.7MM Certs to 'Dsf'

WACHOVIA BANK 2006-WHALE7: Moody's Affirms 'C' Ratings on 2 Certs

* Moody's Takes Rating Actions on $186-Mil. Alt-A RMBS Tranches
* S&P Takes Various Rating Actions on 37 Classes From 5 CMBS Deals
* S&P Lowers Rating on Four CDO Transactions to 'D'
* S&P Lowers Rating on 59 Classes From 17 U.S. RMBS Deals
* S&P Lowers Rating on 2 Sec. Classes from 4 CMBS Deals to 'CCC-'


                            *********

ACAS CRE 2007-1: Moody's Affirms 'C' Ratings on Some Note Classes
-----------------------------------------------------------------
Moody's Investors Service has affirmed all classes of Notes issued
by ACAS CRE CDO 2007-1 LTD. The affirmations are due to key
transaction parameters performing within levels commensurate with
the existing ratings levels. The rating action is the result of
Moody's on-going surveillance of commercial real estate
collateralized debt obligation and re-remic (CRE CDO and Re-Remic)
transactions.

Moody's rating action is as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Ratings Rationale

ACAS CRE CDO 2007-1 LTD is a static cash transaction backed by a
portfolio of 100.0% commercial mortgage backed securities (CMBS).
As of the November 23, 2012 Note Valuation report, the collateral
par amount is $587.0 million, representing a $587.6 million
decrease since securitization due to realized losses to the
collateral pool.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated assessments for the non-Moody's
rated collateral. The bottom-dollar WARF is a measure of the
default probability within a collateral pool. Moody's modeled a
bottom-dollar WARF of 9,970 compared to 9,980 at last review. The
current distribution of Moody's rated collateral and assessments
for non-Moody's rated collateral is as follows: Caa1-Caa3 (0.9%
compared to 0.6% at last review) and Ca-C (99.1% compared to 99.4%
at last review).

Moody's modeled to a WAL of 6.4 years, compared to 6.0 years at
last review. The current WAL is based on the assumption about
collateral extensions.

Moody's modeled a fixed zero WARR, the same as last review.

Moody's modeled a MAC of 0.0%, the same as last review.

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

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

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. In general, the rated notes are particularly
sensitive to changes in recovery rate assumptions. However, in
light of the performance indicators noted above, Moody's believes
that it is unlikely that the ratings announced are sensitive to
further change.

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

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

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario is for continued
below-trend growth in US GDP over the near term, with consumer
spending remaining soft in the US. Hurricane Sandy may skew near-
term economic data but is unlikely to have any long-term
macroeconomic effects. Primary downside risks include: a deeper
than expected recession in the euro area accompanied by deeper
credit contraction; the potential for a hard landing in major
emerging markets, including China, India and Brazil; an oil supply
shock, albeit abated in recent months; and given recent political
gridlock, excessive fiscal tightening in the US in 2013 leading
the US into recession. However, the Federal Reserve has shown
signs of support for activity by continuing with quantitative
easing.

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


ACCESS GROUP: Fitch Lowers Rating on Class B Notes to 'BBsf'
-----------------------------------------------------------
Fitch Ratings affirms the class A ratings and downgrades the class
B rating on notes issued by the Access Group, Inc. 2003-A
Indenture of Trust (AGI 2003-A). The actions follow a review of
the ratings after receipt of additional information subsequent to
Fitch's rating actions on Dec. 21, 2012 on AGI 2003-A.

Fitch received information that an Issuer Order to the Indenture
Trustee was provided for AGI 2003-A that irrevocably directs the
Indenture Trustee to apply all amounts received for redemption of
the outstanding notes to the Class A notes until paid in full.

Given this information along with recent trust performance, which
exhibits higher than anticipated defaults and declining excess
spread, Fitch affirms the class A note rating at 'AA+sf'. The
class B notes rating is downgraded to 'BBsf' due to the current
deterioration in performance, increased default projection and
decrease in excess spread. In addition, the class B notes for this
transaction will no longer benefit from principal payments until
the class A notes are paid in full.

On Dec. 21, 2012 Fitch downgraded the class A and B notes issued
by Access Group, Inc. 2003-A Indenture of Trust. At that time, the
downgrade of the notes was based on loss coverage multiples no
longer sufficient to maintain the ratings. Fitch increased its
projected cumulative default expectations due to current
performance in which delinquencies and defaults have increased. In
addition, Fitch took into account that 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%.

Fitch's 'U.S. Private SL ABS Criteria' and 'Global Structured
Finance Rating Criteria' were used to review the ratings.

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 affirmed these ratings:

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

-- Class A-2 at 'AA+sf'; Outlook Negative;
-- Class A-3 at 'AA+sf'; Outlook Negative.

Fitch has downgraded the following rating:

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

-- Class B to 'BBsf' from 'BBBsf'; Outlook Negative.


ALLSLC IV: S&P Lowers Rating on 14 Note Classes to 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A-13 LIBOR indexed bond from Access to Loans For Learning Student
Loan Corp.'s series IV (ALLSLC IV).  At the same time, S&P lowered
its ratings on the remaining class A and class C bonds from ALLSLC
IV.  In addition, S&P removed its ratings on all the classes in
this review from CreditWatch negative, where S&P placed them on
Sept. 28, 2012 (see rating list).

The rating actions reflect the trust's collateral performance to
date, S&P's views regarding future collateral performance, the
trust's structure, and the available credit enhancement.  In
addition, S&P's analysis incorporated cash flow modeling and
secondary credit factors such as credit stability, payment
priorities under certain scenarios, and sector- and issuer-
specific analysis.

                        COLLATERAL AND STRUCTURE

The collateral in this pool is 100% FFELP loans, with
approximately 95% FFELP consolidation loans and the balance of the
pool is Stafford/PLUS loans.  Loans originated under the FFELP
program are at least 97% guaranteed by the U.S. Department of
Education (DOE).  Approximately 56% of the loans were disbursed
after April 2006.  These loans originated after April 2006 do not
benefit from "floor" income.  Non-floor income loans require the
trust to rebate the positive difference between the borrowers'
interest payments and special allowance payments (SAP) back to the
DOE, which limits the trust's available excess spread.

The bonds were issued pursuant to a master trust indenture dated
May 1, 1998.  The bonds include both a senior LIBOR indexed bond
(approx. 16% of the liabilities), senior and subordinate taxable
and tax-exempt auction rate bonds (ARS) (approx. 82% of the
liabilities), and junior subordinate fixed rate bonds (approx. 2%
of the liabilities).

In a failed auction scenario (which is the situation for this
trust), the trust documents stipulate that the ARS pay interest
based on the maximum rate.  The maximum rate for taxable ARS is
defined as the least of:

   -- LIBOR plus a rating-dependent margin ranging from 2.0% to
        3.0%;

   -- Maximum legal rate; and

   -- 17.0%

The maximum rate for tax-exempt ARS is defined as the least of:

   -- The greater of the after-tax equivalent rate or SIFMA, times
      a rating-dependent multiplier ranging from 200% to 250%;

   -- Maximum legal rate; and

   -- 14.0%

The LIBOR indexed bonds are subject to principal reduction
payments as per the targeted amortization schedules outlined in
the transaction documents.  The LIBOR indexed bonds mature in
April 2024 and the auction rate bonds mature at dates between July
2035 and October 2042.  All of the bonds are subject to optional
redemption at par plus accrued interest on any interest payment
date, however, any redemptions are subject to meeting asset
percentage requirements (generally defined as total assets divided
by total liabilities).  For optional redemptions, the trust must
have a senior asset percentage of 110%, subordinate asset
percentage of 106%, and a total asset percentage of 102%.
Since the targeted asset percentages have not been reached, no
optional redemptions have been made.

The bonds are also subject to purchases in lieu of redemptions at
the option of the issuer.  The transaction documents require that
the purchase price cannot exceed the par amount of any bonds
purchased.  There are no targeted asset percentage requirements
for purchases in lieu of redemptions, however, no subordinate or
junior subordinate bonds can be purchased until all of the
senior bonds are paid in full.  As a result, only senior class A
ARS have been purchased.

Releases of excess funds to the issuer are permitted, subject to a
senior asset percentage of 110%, subordinate asset percentage of
106%, and a total asset percentage of 102%.

All classes of bonds benefit from a reserve fund, which shall not
be less than the greater of 75 basis points of the aggregate
principal amount of the bonds then outstanding or $500,000.  This
fund, which currently stands at $5,504,438, is available to be
used for the payment of principal and interest on the bonds when
due and any other obligations payable from the debt service fund.

Trust Performance

The percentage of loans in the student loan portfolio that are in
nonpaying status (31-plus-days delinquent, deferment, forbearance,
and in-school or grace) currently total approximately 34.1% of the
total pool balance.  As of the quarterly period ending

September 2012, 31-plus-day delinquent loans, loans in deferment,
and loans in forbearance were approximately 11.5%, 12.1%, and
10.5%, respectively.  The percentage of loans in deferment and
forbearance is showing a downward trend.  Recent historical
numbers are shown below in table 1.

Table 1

Collateral Performance Metrics

                                               As of December 31
                             Sept. 2012     2011     2010     2009
31+ days delinquent             11.5%      12.1%    10.6%    11.6%
Deferment                       12.1%      13.5%    14.1%    17.9%
Forbearance                     10.5%      12.3%    14.2%    11.9%

The senior parity (generally defined as total assets divided by
the senior class A note balance) has increased slightly since
auctions began failing in 2008 and is currently at a figure of
106.3% primarily due to periodic discounted repurchases of senior
bonds from the trust (see table 2).  However, total parity
(generally defined as total assets divided by the total note
balance) has remained in a range between 98% and 100% during that
same time frame.  Parity growth has been stunted by the trust's
payment of consolidation loan rebates and SAP rebates to the U.S.
DOE.  In the case of the SAP rebates, the recent low interest rate
environment has played a major role in the size of the amounts
rebated by the trust.

Table 2

Parity
                                           As of December 31
                           Sept. 2012     2011     2010     2009

Senior parity                106.3%     106.1%   105.6%   104.8%
Subordinate parity*          100.3%     100.4%   100.4%   100.2%
Total parity                  98.7%      98.9%    99.0%    98.3%


* Subordinate parity generally defined as total assets divided by
  the sum of the senior class A note balance and subordinate class
  C note balance.

CASH FLOW MODELING ASSUMPTIONS

S&P ran midstream cash flows for this trust under various interest
rate scenarios and rating stress assumptions.  S&P ran break-even
defaults, and these cash flow runs provided the break-even
percentages that represent the maximum amount of remaining
cumulative net losses the trust can absorb (as a percent of the
pool balance as of the cash flow cutoff date) in each ratings
scenario while meeting full and timely payment of interest and
ultimate principal on the bonds.  The following are some of the
major assumptions we modeled:

   -- A moderately front-loaded six-year default curve;

   -- Recovery rates for defaulted student loans in the collateral
       pool at the government-guaranteed reimbursement rate;

   -- Rejected servicer claims for government guaranteed
       reimbursements at a rate of 1.0% to 2.5% of the claims
       submitted;

   -- Special allowance payments and interest rate subsidy delays
        of two months;

   -- Delay of U.S. DOE claim reimbursement on defaulted loans of
       630 days;

   -- Rating dependent prepayment speeds starting at approximately
       3% CPR (constant prepayment rate, an annualized prepayment
       speed stated as a percent of the current loan balance) that
       ramp up 1% per year to a maximum rate of 5%-9% CPR, after
       which the applicable maximum rate was held constant;

   -- Deferment levels of 20% for three years;

   -- Forbearance levels of 15% for three years; and

   -- Auctions were failed for the life of each series and auction
       rate coupons were based on maximum rate definitions in the
       trust indentures.

CASH FLOW MODELING RESULTS/RATING ACTIONS

The class A senior bonds are supported by current senior parity of
106.3%.  The senior bonds are also protected as targeted asset
percentages for optional redemptions or releases have not been
reached limiting principal reductions to payments of the LIBOR
indexed bonds per the targeted amortization schedule, or
repurchases of senior class A ARS at discounts to the par face
amount.  Additionally, negative excess spread limits the trust's
ability to build enhancement and reach the target asset
percentages without repurchases of bonds at discounts.

In all of S&P's cash flow scenarios, the senior class A-13 LIBOR
indexed bond was paid in full (by its stated maturity date) and
able to absorb a level of cumulative net losses commensurate with
a 'AAA (sf)' rating before a payment default would occur.  This is
primarily due to their targeted amortization schedule and legal
final maturity limiting their exposure to negative excess spread
levels.  After considering all of these factors, S&P raised its
'AA+ (sf)' rating on the class A-13 LIBOR indexed bond to 'AAA
(sf)' and removed the rating from CreditWatch negative.

"The downgrades of the remaining class A ARS reflect our view that
while the transaction currently has senior parity of 106.3% and
sufficient capacity to meet its class A debt service obligations,
in the absence of improvement in trust performance, the trust may
not be able to repay the principal balance of the class A ARS in
full at their legal final maturity dates due to the impact of
negative excess spread.  Additionally, the trust does not have a
net loan rate concept in its maximum rate definitions that we have
seen in other similar auction rate trusts, to limit the impact of
negative excess spread on repayment of interest and principal at
maturity.  Accordingly, we lowered our 'AA+ (sf)' rating on the
senior class A ARS to 'BB- (sf)' and removed the ratings from
CreditWatch negative," S&P said.

"Similarly, the class C bonds are also affected by negative excess
spread and the lack of a net loan rate concept in its maximum rate
definition, the impact of which is evidenced in our cash flow
scenarios.  Additionally the class C bonds are structurally junior
to the class A bonds and cannot be repurchased at discounts until
the class A bonds have been paid in full.  Accordingly, we lowered
our 'A (sf)' rating on the class C bonds to 'B- (sf)' and removed
the ratings from CreditWatch negative," S&P noted.

Standard & Poor's will continue to monitor the performance of
these series to assess whether the credit enhancement available
remains adequate, in its view, to support the ratings on each
class under various stress scenarios.

            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

Temporary telephone contact numbers: Ronald Burt (917) 596-1431;
Frank Trick (516) 592-7759.

RATINGS RAISED AND REMOVED FROM CREDITWATCH NEGATIVE

Access to Loans For Learning Student Loan Corp. Series IV

                     Rating
Class       To                     From

IV-A-13     AAA (sf)               AA+ (sf)/Watch Neg

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Access to Loans For Learning Student Loan Corp. Series IV

                     Rating
Class       To                     From

IV-A-3      BB- (sf)               AA+ (sf)/Watch Neg
IV-A-4      BB- (sf)               AA+ (sf)/Watch Neg
IV-A-5      BB- (sf)               AA+ (sf)/Watch Neg
IV-A-7      BB- (sf)               AA+ (sf)/Watch Neg
IV-A-8      BB- (sf)               AA+ (sf)/Watch Neg
IV-A-9      BB- (sf)               AA+ (sf)/Watch Neg
IV-A-10     BB- (sf)               AA+ (sf)/Watch Neg
IV-A-11     BB- (sf)               AA+ (sf)/Watch Neg
IV-A-12     BB- (sf)               AA+ (sf)/Watch Neg
IV-A-14     BB- (sf)               AA+ (sf)/Watch Neg
IV-A-15     BB- (sf)               AA+ (sf)/Watch Neg
IV-A-16     BB- (sf)               AA+ (sf)/Watch Neg
IV-A-17     BB- (sf)               AA+ (sf)/Watch Neg
IV-A-18     BB- (sf)               AA+ (sf)/Watch Neg
IV-C-1      B- (sf)                A (sf)/Watch Neg
IV-C-2      B- (sf)                A (sf)/Watch Neg


AMMC CLO V: S&P Raises Rating on Class D Notes to 'B-'
------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the Class
A-1-B, A-2, B, C, and D notes from AMMC CLO V Ltd., a
collateralized loan obligation (CLO) transaction managed by
American Money Management Corp.  At the same, time, Standard &
Poor's removed these ratings from CreditWatch, where they were
placed on Oct. 29, 2012, with positive implications.  In addition,
Standard & Poor's affirmed its 'AAA' ratings on the transaction's
Class A-1-R and A-1-A notes (see list).

The transaction continues to pay down its Class A notes in the
manner specified in the transaction documents, which allows
Classes A-1-R and A-1-A to receive paydowns ahead of Class A-1-B.
As a result, these two classes can be paid down in full ahead of
other classes and hence can support a higher rating.

After the most recent payment date on Dec. 20, 2012, the Class A-
1-R, A-1-A, and A-2 balances are 60.2%, 63.15%, and 71.57%,
respectively, of their original balances.  The Class A-1-B balance
is still 100% of its original balance.

The lower balances of the notes increased the
overcollateralization (O/C) ratio.  As per the Dec. 11, 2012,
monthly trustee report, Class B's O/C ratio was 122.5%, up from
April 2011's 118.9%, which was the figure we used for our
analysis during our last rating action in June 2011. Class B's O/C
ratio will increase once the trustee incorporates the Dec. 20,
2012, payments.

Because the manager has retained unscheduled principal repayments
of the underlying assets, S&P's analysis took into account the
possibility that the manager might reinvest this during the
amortization period.

The transaction transferred $0.262 million from the interest
proceeds to a loss-replenishment account, which in turn was
applied as principal proceeds to pay down the notes.  This is as
per a structural feature in the transaction's documents that
requires such a transfer whenever the cumulative trading losses
in the portfolio exceed the aggregate of the cumulative trading
gains and balances in the reserve accounts.

The upgrades reflect the increased credit support to the notes at
the prior rating levels. The affirmations reflect the availability
of adequate credit support at the current rating levels.

S&P will continue to review whether it will consider the ratings
on the notes to be consistent with the credit enhancement
available to support them, and we will take rating actions as we
deem necessary.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at
http://standardandpoorsdisclosure-17g7.com.

RATING ACTIONS

AMMC CLO V Ltd.

Class        To           From

A-1-B       AAA (sf)    AA+ (sf)/Watch Pos
A-2         AAA (sf)    AA+ (sf)/Watch Pos
B           AA+ (sf)    AA- (sf)/Watch Pos
C           A+ (sf)     A- (sf)/Watch Pos
D           B- (sf)     CCC+ (sf)/Watch Pos

RATINGS AFFIRMED

AMMC CLO V Ltd.

Class     Rating

A-1-R     AAA (sf)
A-1-A     AAA (sf)


AMP ABX 2006-1: Moody's Cuts Rating on $65-Mil. Notes to 'Ca'
-------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the
following notes issued by AMP ABX 2006-1, Ltd.:

U.S.$65,000,000 Notes Due 2036, Downgraded to Ca (sf); previously
on August 5, 2010 Downgraded to Caa3 (sf).

Ratings Rationale

According to Moody's, the rating action is the result of the
deterioration in the credit quality of the reference portfolio.
Such credit deterioration is observed through numerous factors
including deterioration in the weighted average rating factor
(WARF) and an increase in credit events in the reference
portfolio. Based on Moody's calculation, the WARF of the reference
portfolio has deteriorated to 1049 from 898 since the last rating
action in August 2010. As per the latest trustee report dated
December 27, 2012 the total write-downs due to credit events in
the transaction is $11.6 million. Given that the Notes are the
first-loss tranche with no subordination, the trustee has already
written down the Notes in respect of these credit events.
Reference securities rated below investment grade comprise 33.6%
of the reference portfolio with the lowest rated security
currently rated Caa3.

AMP ABX 2006-1, Ltd., issued in November 2006, is a synthetic
collateralized debt obligation issuance referencing a portfolio of
RMBS issued in 2005.

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.

The capital structure is incorporated into CDOROM by specifying
the attachment point and the thickness of the tranche. 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 discount rate used to present value is the current swap rate
plus the promised spread on the tranche based on its remaining
maturity. Solely for the purpose of discounting losses, Moody's
assumes that losses on the tranche occur 60% of the way through
the maturity of the tranche. The final EL of the synthetic SF CDO
tranche is the discounted average of the tranche loss across all
the scenarios simulated in CDOROM. Since the EL is based on a
simulation process, the convergence of the simulation will depend,
in part, on the number of iterations chosen for the simulation.
Moody's applies a 99% confidence interval to the EL result using a
Standard Error equal to the square root of the EL Variance divided
by the number of Monte Carlo simulations. If this confidence
interval adjustment is significant, a larger number of iterations
may be used to reduce the standard error.

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 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:

Notes: 0

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

Notes: 0


APIDOS CDO II: S&P Retains Rating on Class D Notes to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, A-3, B, and C notes from Apidos CDO II, a collateralized
loan obligation (CLO) transaction.  At the same time, S&P affirmed
its rating on the class D notes and removed its ratings on all of
the classes in this review from CreditWatch positive (see list).

The transaction is in its amortization phase following the end of
its reinvestment period in January 2012 and has commenced paying
down the class A-1 and A-2 notes, which are pari passu.  The
notes' current balance is 73.87% of the original balance, down
from 99.74% in April 2012 when S&P last took a rating action on
the transaction.

The paydowns to the class A-1 and A-2 notes increased the
overcollateralization (O/C) available to the notes.  The trustee
reports the following O/C ratios in the Nov. 27, 2012, monthly
report:

   -- The class A ratio is 128.67%, up from 121.98% in the
       February 2012 monthly trustee report that S&P referenced
       during its April 2012 actions;

   -- The class B ratio is 116.99%, compared with 113.39% in
       February 2012;

   -- The class C ratio is 111.51%, compared with 109.23% in
       February 2012; and

   -- The class D ratio is 106.33%, compared with 105.21% in
       February 2012.

The transaction continues to have a low level of defaults - the
Nov. 27, 2012, monthly trustee report indicates $3.3M par as
defaults - and the portfolio's credit quality is stable.

The upgrades reflect increased credit support to the notes at the
prior rating levels.  The affirmation reflects the availability of
adequate credit support at the current rating level.

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

Apidos CDO II
                      Rating
Class         To            From
A-1           AAA (sf)     AA+ (sf)/Watch Pos
A-2           AAA (sf)     AA+ (sf)/Watch Pos
A-3           AA+ (sf)     AA (sf)/Watch Pos
B             A+ (sf)      A (sf)/Watch Pos
C             BBB+ (sf)    BBB (sf)/Watch Pos
D             B+ (sf)      B+ (sf)/Watch Pos
E             B+ (sf)      B+ (sf)/Watch Pos


BANC OF AMERICA 2004-BBA4: Moody's Keeps Caa3 Ratings on 3 Certs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the rating of four classes of
Banc of America Large Loan, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2004-BBA4 as follows:

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

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

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

Cl. X-4, Affirmed at Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf)

Ratings Rationale

The affirmations are due to consistent credit quality of the
Interest-Only Classes referenced classes and loans.

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 22, 2012.

Deal Performance

As of the December 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 97%
to $26.3 million from $912 million at securitization. The
Certificates are secured by two loans constituting 39% and 61% of
the pool balance.

The pool has experienced losses of $564,701since securitization.
As of the December 17, 2012 remittance statement, there are
interest shortfalls totaling $753 to Class K. 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 over
100%, the same as last review.

The largest loan in the pool is the Heritage Square I & II loan
($16 million, 61% of the pooled balance) which is collateralized
by an approximately 350,000 square foot office building in Dallas,
Texas. Occupancy was 63% as of September 2012. There is $6.4
million of mezzanine debt outside of the trust. The modified
maturity date is June 2013. Moody's current credit assessment is
Caa3, the same as last review.

The second largest loan in the pool, Arapaho Business Park ($10.3
million, 39% of the pooled balance) which is securitized by an
industrial park located in Richardson, Texas in the Dallas Fort
Worth metro area. As of September 2012, the properties were 74.5%
occupied. There is $6.6 million of subordinate debt outside of the
trust. The loan transferred to special servicing in October of
2008. The modified maturity date is February 2013. Moody's current
credit assessment is Caa3, the same as last review.


BEAR STEARNS 1999-WF2: Moody's Affirms 'B2' Rating on X Certs.
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of three classes of
Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 1999-WF2 as follows:

Cl. E, Affirmed at Aaa (sf); previously on Oct 24, 2007 Upgraded
to Aaa (sf)

Cl. F, Affirmed at Aaa (sf); previously on Mar 16, 2011 Upgraded
to Aaa (sf)

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

Ratings Rationale

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

Moody's rating action reflects a base expected loss of $1.2
million or 1.5% of the current balance, down from 2.3% ($2.3
million) at last review. Moody's provides a current list of base
losses for conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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 13 compared to 17 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 February 16, 2012.

Deal Performance

As of the December 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 93% to $81.3
million from $1.1 billion at securitization. The Certificates are
collateralized by 62 mortgage loans ranging in size from less than
1% to 17% of the pool, with the top ten non-defeased loans
representing 52% of the pool. Twelve loans, representing 16% of
the pool, have defeased and are secured by U.S. Government
securities.

Five loans, representing 7% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Sixteen loans have been liquidated from the pool, resulting in a
realized loss of $18.8 million (25% loss severity overall).
Currently no loans are in special servicing.

Moody's was provided with full year 2011 and partial year 2012
operating results for 98% and 86% of the pool, respectively.
Moody's weighted average LTV is 36% compared to 43% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 10.4% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.4%.

Moody's actual and stressed DSCRs are 1.71X and 3.93X,
respectively, compared to 1.65X and 3.20X 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 32% of the pool
balance. The largest loan is a portfolio of four cross-
collateralized and cross-defaulted movie theaters ($14.2 million -
- 17.4% of the pool), totaling 258,740 square feet (SF) and
located in metropolitan St. Louis, Missouri. The properties are
100% leased to a single-tenant through January 2019. The loans are
fully amortizing and the maturities are co-terminus with the lease
expirations. Moody's LTV and stressed DSCR are 39% and 3.06X,
respectively, compared to 42% and 2.69X at Moody's last full
review.

The second largest loan is the AMC Theatres Loan ($8.7 million --
10.7%), which is secured by a 90,000 SF movie theater located in
Westminster, Colorado. The property is leased to a single tenant
through April 2018. The loan is fully amortizing and matures in
July 2018. Moody's LTV and stressed DSCR are 36% and 3.00X,
respectively, compared to 43% and 2.62X at last full review.

The third largest loan is The Bay Club Hotel & Marina Loan ($3.3
million -- 4.0%), which is secured by a 105-room hotel located in
San Diego, California. The loan is benefiting from amortization
and has paid down 52% since securitization. The loan is amortizing
on a 30-year schedule and matures in November 2013. Moody's LTV
and stressed DSCR are 35% and 3.65X, respectively, compared to 45%
and 2.84X at full last review.


BEAR STEARNS 2005-TOP18: Fitch Affirms D Ratings on Class N Notes
-----------------------------------------------------------------
Fitch Ratings has downgraded two classes and affirmed 15 classes
of Bear Stearns Commercial Mortgage Securities Inc. Commercial
Mortgage Pass-Through Certificates Series 2005-TOP18. A detailed
list of rating actions follows at the end of this press release.

Key Rating Drivers:

The downgrades reflect updated valuations for specially serviced
loans in the pool. Fitch modeled losses of 4.2% of the remaining
pool; expected losses on the original pool balance total 2.9%. The
pool has experienced $11.5 million (1.0% of the original pool
balance) in realized losses to date. Fitch has designated 23 loans
(12.5%) as Fitch Loans of Concern, which includes six specially
serviced assets (3.4%).

As of the December 2012 distribution date, the pool's aggregate
principal balance has been reduced by 30.6% to $778.6 million from
$1.12 billion at issuance. Per the servicer reporting, six loans
(13.8% of the pool) have defeased since issuance. Interest
shortfalls are currently affecting classes K through P.

The largest contributor to expected losses (0.6% of the pool) is
secured by a specially-serviced 116,380 sf retail property located
in Whiting, NJ. The loan transferred to special servicer in July
2009 due to imminent default. Borrower was unable to meet debt
service obligations due to delinquent rents from two inline
tenants and anchor tenant. Special servicer pursued sale through
receivership with receiver sale completed in June 2012 for the
majority of the property. Remaining parcel (1.1 acres including
3,003 sf NRA) foreclosed in November 2012. This parcel is all that
remains as collateral in the transaction.

The next largest contributor to expected losses (1.2%) is a
specially-serviced 155,462 sf office property located in
Inglewood, CA. A receiver was appointed and took possession of the
property in September 2012. Foreclosure sale is scheduled for the
end of January 2013.

Fitch downgrades these classes and assigns or revises Rating
Outlooks as indicated:

-- $12.6 million class D to 'BBsf' from 'BBB-sf'; Outlook to
    Stable from Negative;
-- $11.2 million class E to 'Bsf' from 'BBsf'; Outlook to Stable
    from Negative.

Fitch affirms these classes and assigns or revises Rating Outlooks
and REs as indicated:

-- $74.3 million class A-J at 'AAAsf'; Outlook to Negative from
    Stable;
-- $29.4 million class B at 'Asf'; Outlook to Negative from
    Stable;
-- $9.8 million class F at 'CCCsf'; RE 100%;
-- $9.8 million class G at 'CCsf'; RE 90%.

Fitch affirms these classes as indicated:

-- $7.2 million class A-AB at 'AAAsf'; Outlook Stable;
-- $517.2 million class A-4 at 'AAAsf'; Outlook Stable;
-- $75 million class A-4FL at 'AAAsf'; Outlook Stable;
-- $8.4 million class C at 'BBBsf'; Outlook Stable;
-- $8.4 million class H at 'Csf'; RE 0%;
-- $4.2 million class J at 'Csf'; RE 0%;
-- $4.2 million class K at 'Csf'; RE 0%;
-- $4.2 million class L at 'Csf'; RE 0%;
-- $1.4 million class M at 'Csf'; RE 0%;
-- $1.1 million class N at 'Dsf'; RE 0%;
-- $0 class O at 'Dsf'; RE 0%.

The class A-1, A-2 and A-3 certificates have paid in full. Fitch
does not rate the class P certificates. Fitch previously withdrew
the rating on the interest-only class X certificates.


BEAR STEARNS 2006-PWR11: Fitch Cuts Rating on 5 Securities Classes
------------------------------------------------------------------
Fitch Ratings has downgraded 7 classes and affirmed 13 classes of
commercial mortgage pass-through certificates from Bear Stearns
Commercial Mortgage Securities Trust, series 2006-PWR11.

Key Rating Drivers

The downgrades reflect an increase in Fitch modeled losses
primarily due to updated values on specially serviced assets.

Fitch modeled losses of 9.6% of the original pool balance compared
to 7.7% losses modeled at Fitch's last review. As of the December
2012 distribution date, the pool's aggregate principal balance has
decreased 13.3% to $1.61 billion from $1.86 billion at issuance.
Fitch has designated 31 loans (20.5%) as Fitch Loans of Concern,
including nine (4.4%) specially serviced loans.

As of December 2012, cumulative interest shortfalls in the amount
of $4.9 million are affecting classes H through P.

The two largest contributors to modeled losses, the Investcorp
Retail Portfolio 1 loan (6% of the remaining pool balance) and the
Investcorp Retail Portfolio 2 loan (5.5%), are cross-
collateralized and cross-defaulted retail portfolios. The
collateral consists of eight retail properties totaling
approximately 1.6 million square feet (sf), seven of which are
located in Ohio and one in Indiana. Anchor tenants are Wal-Mart,
Kohl's, Dick's Sporting Goods and Officemax.

The properties have been suffering from occupancy issues.
Petsmart, which leases a total of 53,704 sf at two of the
properties, vacated one space in June 2008 but is still paying
rent. The lease expires in January 2013. Sears, which leases
11,165 sf at one property, also went dark but is still paying
rent. Its lease expires in June 2013. Best Buy leases a total of
60,814 sf at two of the properties; one lease expires in January
2013 and will not be renewed. Hobby Lobby, which leases a total of
127,205 sf at two of the properties, vacated one space in
September 2012 but is still paying rent. Its lease expires in
December 2014.

The combined occupancy as of Sept. 30, 2012 for Investcorp Retail
Portfolio I decreased to 86.2% from 89.3% at YE 2011. The third
quarter (3Q) 2012 servicer-reported DSCR was 1.17x, compared to
1.03x at YE2011 and 1.14x at YE2010. The combined occupancy for
Investcorp Retail Portfolio 2 decreased to 88.3% as of Sept. 30,
2012 from 92.3% at YE2011. The 3Q 2012 servicer-reported DSCR was
1.28x, compared to 1.15x at YE2011 and 1.21x at YE 2010. The
interest only loans are sponsored by Investcorp and Cast.

The third largest contributor to losses is a retail property
located in Louisville, KY (1.2%). The loan was transferred to the
special servicer in April 2009 due to imminent default and was
foreclosed in November 2011. The real estate owned (REO) asset was
sold in December 2012 with significant realized losses.

Fitch has downgraded these classes:

-- $146.4 million class A-J to 'BB/sf' from 'A/sf'; Outlook
    Stable;
-- $37.2 million class B to 'B/sf' from 'BBB-/sf'; Outlook
    Negative.

Fitch has downgraded these classes and assigned Recovery Estimate
Ratings as indicated:

-- $23.2 million class C to 'CCCsf' from 'BBsf'; RE 50%;
-- $27.9 million class D 'CCsf' from 'Bsf'; RE0%;
-- $18.9 million class E to 'CCsf' from 'CCCsf'; RE0%;
-- $20.9 million class F to 'Csf' from 'CCsf'; RE0%';
-- $18.9 million class G to 'Csf' from 'CCs'; RE0%.

Fitch has affirmed these classes as indicated:

-- $18.5 million class A-2 at 'AAAsf'; Outlook Stable;
-- $44.8 million class A-3 at 'AAAsf'; Outlook Stable;
-- $73.4 million class A-AB at 'AAAsf'; Outlook Stable;
-- $830.7 billion class A-4 at 'AAAsf'; Outlook Stable;
-- $104.6 million class A-1A at 'AAAsf'; Outlook Stable;
-- $185.9 million class A-M at 'AAAsf'; Outlook Stable;
-- $23.2 million class H at 'Csf'; RE0%;
-- $7 million class J at 'Csf'; RE0%;
-- $7 million class K at 'Csf'; RE0%;
-- $7 million class L at 'Csf'; RE0%;
-- $2.3 million class M at 'Csf'; RE0%;
-- $6.2 million class N at 'Csf'; RE0%;
-- $4 million class O at 'Dsf'; RE0%.

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


BLUEMOUNTAIN CLO II: S&P Retains 'B+' Rating on Class E Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, and D notes from BlueMountain CLO II Ltd., a collateralized
loan obligation (CLO) transaction managed by BlueMountain Capital
Management L.P.  In addition, S&P affirmed its ratings on the
class A, A-2, and E notes.  S&P also removed its ratings on all of
the classes in this review from CreditWatch positive (see list).

The upgrades of the class B, C, and D notes reflect paydowns to
the class A and A-2 notes.  S&P affirmed its ratings on the class
A, A-2, and E notes to reflect the availability of adequate credit
support at the current rating levels.

The transaction is in its amortization phase following the end of
its reinvestment period in August 2012 and has commenced paying
down the class A and A-2 notes, which are pari passu.  The notes'
current balance was 96% of the original balance in November 2012.
Since the end of reinvestment period in August 2012, class A and
class A-2 notes have paid down by about $9 million.

The transaction continues to maintain a low level of defaults in
the collateral pool.  The Nov. 23, 2012, monthly trustee report
indicated about 2.2% ($8.1 million par) of the pool as defaults.

The rating on the class E notes is driven by the application of
the largest obligor default test, a supplemental stress test S&P
introduced as part of its 2009 corporate criteria update.

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

BlueMountain CLO II Ltd.

Class              Rating
             To               From
A            AA+ (sf)         AA+ (sf)/Watch Pos
A-2          AA+ (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


BUCKEYE TOBACCO: Fitch Lowers Ratings on 10 Bonds
-------------------------------------------------
Fitch Ratings affirms five and downgrades 10 classes of tobacco
settlement asset-backed bonds from Buckeye Tobacco Settlement
Financing Authority, 2007 (Ohio).

For 2012, the aggregate MSA payment was 1.97% higher than the
amount in 2011. Fitch published updated Tobacco Settlement ABS
Criteria on July 16, 2012, which included a change in the base
case assumption for the MSA payment from +1% to 0%. The rating
scale was recalibrated to reflect this change, and as a result
there were several downgrades.

The turbo and capital appreciation bonds were put on Rating Watch
Negative in July 2012 with the expectation that the change in the
base case assumption could lead to downgrades. Buckeye Tobacco
Settlement Financing Authority, 2007 (Ohio), along with Golden
State Tobacco Securitization Corporation, UNITED STATES Series
2007-1 and Nassau County Tobacco Settlement Corporation, Tobacco
Settlement Asset-Backed Bonds, Series 2006, were not reviewed with
the other ABS tobacco settlement bonds in August 2012 because the
reserve accounts of these transactions were below the minimum
required levels and required additional analysis which was
completed for this review.

Fitch uses its breakeven model to analyze tobacco performance. The
breakeven model assesses how much the MSA payment received by the
trust could decline for each bond to pay at the legal final
maturity date. The amount of the latest MSA payment that the
transaction has received, the capital structure, the reserve
account, and the bond's legal final dates are the key inputs to
the model.

Since the life of these transactions is typically long and the
cash flows can be unpredictable, qualitative adjustments may be
taken to avoid rating volatility by requiring two years of
consecutive model outputs in order to downgrade to the model
implied output. However, if more than one-notch difference exists
between the current rating and the model implied rating, the bond
will be downgraded to one-notch above the model output. Tobacco
ratings are capped at 'BBB+sf', based on Fitch's opinion of the
strength of the tobacco industry. All bonds with model outputs
'bbb+' and below carry a Negative Outlook to address concern over
a future deterioration in cash flows.

Fitch affirms these ratings:

Senior Series 2007A-1 Senior Current Interest Serial Bonds
-- $12,230,000 due June 1, 2013 at 'BBB+sf'; Outlook Stable;
-- $23,995,000 due June 1, 2014 at 'BBB+sf'; Outlook Stable;
-- $26,640,000 due June 1, 2015 at 'BBB+f'; Outlook Stable;
-- $35,000,000 due June 1, 2016 at 'BBB+sf'; Outlook Stable;
-- $38,995,000 due June 1, 2017 at 'BBB+sf'; Outlook Stable.

Fitch downgrades these ratings:

Senior Series 2007A-2 Senior Current Interest Turbo Term Bonds

-- $200,000,000 due June 1, 2024 to 'B-sf' from 'Bsf'; removed
    from Negative Watch and assigned Negative Outlook;

-- $949,530,000 due June 1, 2024 to 'B-sf' from 'Bsf'; removed
    from Negative Watch and assigned Negative Outlook;

-- $687,600,000 due June 1, 2030 to 'Bsf' from 'B+sf'; removed
    from Negative Watch and assigned Negative Outlook;

-- $505,200,000 due June 1, 2034 to 'Bsf' from 'BBsf'; removed
    from Negative Watch and assigned Negative Outlook;

-- $250,000,000 due June 1, 2042 to 'BB+sf' from 'BBBsf';
    removed from Negative Watch and assigned Negative Outlook;

-- $750,000,000 due June 1, 2047 to 'Bsf' from 'BBsf'; removed
    from Negative Watch and assigned Negative Outlook;

-- $1,383,715,000 due June 1, 2047 to 'Bsf' from 'BBsf'; removed
    from Negative Watch and assigned Negative Outlook.

Senior Series 2007A-3 Senior Convertible Capital Appreciation
Turbo Term Bonds

-- $274,751,138 due June 1, 2037 to 'Bsf' from 'B+sf'; removed
    from Negative Watch and assigned Negative Outlook.

First Subordinate Series 2007B Capital Appreciation Turbo Term
Bonds

-- $191,265,480 due June 1, 2047 to 'B-sf' from 'Bsf'; removed
    from Negative Watch and assigned Negative Outlook.

Second Subordinate Series 2007C Capital Appreciation Turbo Term
Bonds

-- $128,182,923 due June 1, 2052 to 'B-sf' from 'Bsf'; removed
    from Negative Watch assigned Negative Outlook.


CALCULUS CMBS: Moody's Cuts Rating on Class A CDS to 'Caa3'
-----------------------------------------------------------
Moody's Investors Service has downgraded the rating of one and
affirmed the ratings of five trust units issued by CALCULUS CMBS
Resecuritization Trust. The downgrade is due to deterioration in
underlying reference obligation performance as evidenced by
negative transitions in Moody's weighted average rating factor
(WARF) and weighted average recovery rate (WARR). The affirmations
are due to key transaction parameters performing within levels
commensurate with the existing ratings levels. The rating action
is the result of Moody's on-going surveillance of commercial real
estate collateralized debt obligation (CRE CDO Synthetic)
transactions.

Moody's rating action is as follows:

Credit Default Swap Class A, Downgraded to Caa3 (sf); previously
on Jan 18, 2012 Downgraded to Caa1 (sf)

Series 2006-1 Trust Units, Affirmed at Ca (sf); previously on Jan
18, 2012 Downgraded to Ca (sf)

Series 2006-6 Trust Units, Affirmed at Ca (sf); previously on Jan
18, 2012 Downgraded to Ca (sf)

Series 2006-3 Trust Units, Affirmed at Ca (sf); previously on Jan
18, 2012 Downgraded to Ca (sf)

Series 2006-4 Trust Units, Affirmed at Ca (sf); previously on Jan
18, 2012 Downgraded to Ca (sf)

Series 2006-2 Trust Units, Affirmed at Ca (sf); previously on Jan
18, 2012 Downgraded to Ca (sf)

Ratings Rationale

CALCULUS CMBS Resecuritization Trust is a static credit linked
notes transaction backed by a portfolio of credit default swaps
referencing 100% commercial mortgage backed securities (CMBS). All
of the CMBS reference obligations were securitized in 2004 (2.5%),
2005 (77.7%), and 2006 (19.8%). Currently, 77% of the reference
obligations are rated by Moody's.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated assessments for the non-Moody's
rated reference obligations. The bottom-dollar WARF is a measure
of the default probability within a collateral pool. Moody's
modeled a bottom-dollar WARF of 484 compared to 236 at last
review. The current distribution is as follows: Aaa-Aa3 (22.0%
compared to 27.0% at last review), A1-A3 (35.2% compared to 48.3%
at last review),Baa1-Baa3 (23.0% compared to 22.2% at last
review), Ba1-Ba3 (12.3% compared to 0.0% at last review), and B1-
B3 (7.5% compared to 2.5% at last review).

Moody's modeled to a WAL of 2.7 years, compared to 3.6 years at
last review.

Moody's modeled a variable WARR with a mean of 40.2%, compared to
44.7% at last review.

Moody's modeled a MAC of 30.8%, compared to 38.5% at last review.

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

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. In general, the rated notes are particularly
sensitive to credit changes within the reference obligations.
Holding all other key parameters static, stressing the current
ratings and credit assessments of the reference obligations by one
notch downward or one notch upward affects the model results by
approximately 0 notch negatively and 0 to 1 notch positively,
respectively.

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

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

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario is for continued
below-trend growth in US GDP over the near term, with consumer
spending remaining soft in the US. Hurricane Sandy may skew near-
term economic data but is unlikely to have any long-term
macroeconomic effects. Primary downside risks include: a deeper
than expected recession in the euro area accompanied by deeper
credit contraction; the potential for a hard landing in major
emerging markets, including China, India and Brazil; an oil supply
shock, albeit abated in recent months; and given recent political
gridlock, excessive fiscal tightening in the US in 2013 leading
the US into recession. However, the Federal Reserve has shown
signs of support for activity by continuing with quantitative
easing.

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


CANYON CAPITAL 2006-1: S&P Retains 'B+' Rating on Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C and D notes from Canyon Capital CLO 2006-1 Ltd.  In addition,
S&P affirmed its ratings on the A1, A2, B, and E notes.  At the
same time, S&P removed its ratings on all the notes from
CreditWatch, where it placed them with positive implications on
Oct. 29, 2012
(see list).

Canyon Capital CLO 2006-1 Ltd. is a collateralized loan obligation
(CLO) transaction managed by Canyon Capital Advisors LLC.

The upgrades of the class C and D notes reflect improvement in the
credit quality of the transaction's underlying assets since S&P's
last rating actions in February 2012.  S&P affirmed its ratings on
the class A1, A2, B, and E notes to reflect its belief that the
credit support available is commensurate with the current ratings.

According to the Dec. 5, 2012, trustee report, the transaction
held $10.10 million in 'CCC' rated collateral, down from
$12.45 million noted in the Feb. 7, 2012, trustee report, which
S&P referenced for its February 2012 rating actions.  In addition,
the transaction held $2.97 million in defaulted obligations, down
from $6.87 million in February 2012.

The rating on the class E notes is driven by the application of
the largest obligor default test, a supplemental stress test S&P
introduced as part of its 2009 corporate criteria update.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at
http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Canyon Capital CLO 2006-1 Ltd
Class          Rating
            To             From
A1        AA+ (sf)      AA+ (sf)/Watch Pos
A2        AA+ (sf)      AA+ (sf)/Watch Pos
B         AA+ (sf)      AA+ (sf)/Watch Pos
C         AA- (sf)      A (sf)/Watch Pos
D         BBB+ (sf)     BBB (sf)/Watch Pos
E         B+ (sf)       B+ (sf)/Watch Pos


CANYON CAPITAL 2012-1: S&P Gives Prelim. BB Rating to Cl. E Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Canyon Capital CLO 2012-1 Ltd./Canyon Capital CLO 2012-
1 LLC's $304.00 million floating-rate notes (see list).

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

The preliminary ratings are based on information as of Jan. 8,
2013.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

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

- The transaction's credit enhancement, which is sufficient to
   withstand the defaults applicable for the supplemental tests
   (not counting excess spread), and cash flow structure, which
   can withstand the default rate projected by Standard & Poor's
   CDO Evaluator model, as assessed by Standard & Poor's using the
   assumptions and methods outlined in its corporate
   collateralized debt obligation (CDO) criteria (see "Update To
   Global Methodologies And Assumptions For Corporate Cash Flow
   And Synthetic CDOs," published Sept. 17, 2009).

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

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

- The collateral manager's experienced management team.

- S&P's projections regarding the timely interest and ultimate
   principal payments on the preliminary rated notes, which it
   assessed using its cash flow analysis and assumptions
   commensurate with the assigned preliminary ratings under
   various interest-rate scenarios, including LIBOR ranging from
   0.3105%-12.5967%.

- 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/1232.pdf.

PRELIMINARY RATINGS ASSIGNED

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

Class                          Rating           Amount
                                                 (mil. $)
X                               AAA (sf)         3.00
A                               AAA (sf)       200.00
B-1                             AA (sf)         41.00
B-2                             AA (sf)          7.50
C (deferrable)                A (sf)          24.00
D (deferrable)               BBB (sf)         14.50
E (deferrable)               BB (sf)          14.00
Subordinated notes          NR                37.50

NR-Not rated.


CENTERLINE 2007-1: Moody's Affirms 'C' Ratings on 2 Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of two classes
of Certificates issued by Centerline 2007-1 Resecuritization
Trust. The affirmations are due to the key transaction parameters
performing within levels commensurate with the existing ratings
levels. The rating action is the result of Moody's on-going
surveillance of commercial real estate collateralized debt
obligation (CRE CDO and Re-Remic) transactions.

Moody's rating action is as follows:

Cl. A-1, Affirmed at C (sf); previously on Apr 12, 2011 Downgraded
to C (sf)

Cl. A-2, Affirmed at C (sf); previously on Apr 28, 2010 Downgraded
to C (sf)

RATINGS RATIONALE

Centerline 2007-1 Resecuritization Trust is a static cash
transaction backed by a portfolio of commercial mortgage backed
securities (CMBS) (63.4% of the pool balance) and CRE CDO (36.6%).
As of the December 20, 2012 Trustee report, the aggregate
Certificate balance of the transaction, including preferred
shares, has decreased to $283.1 million from $985.9 million at
issuance, with $1.3 million paydown directed to the Class A-1
Certificates. The deal has experienced realized losses of $701.5
million, with partial realized losses to Class A-2.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated assessments for the non-Moody's
rated collateral. Moody's modeled a bottom-dollar WARF of 9,387
compared to 9,190 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: B1-B3 (3.2% compared to 6.4% at last
review), and Caa1-C (96.8% compared to 93.6% at last review).

Moody's modeled a WAL of 9.0 years compared to 9.8 years at last
review.

Moody's modeled a fixed WARR of 0.2% compared to 0.5% at last
review.

Moody's modeled a MAC of 0.0% compared to 99.9% at last review.

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

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

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. Rated notes are particularly sensitive to
changes in recovery rate assumptions. However, in light of the
performance indicators noted above, Moody's believes that it is
unlikely that the ratings announced are sensitive to further
change.

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

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

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario is for continued
below-trend growth in US GDP over the near term, with consumer
spending remaining soft in the US. Hurricane Sandy may skew near-
term economic data but is unlikely to have any long-term
macroeconomic effects. Primary downside risks include: a deeper
than expected recession in the euro area accompanied by deeper
credit contraction; the potential for a hard landing in major
emerging markets, including China, India and Brazil; an oil supply
shock; albeit abated in recent months; and given recent political
gridlock, excessive fiscal tightening in the US in 2013 leading
the US into recession. However, the Federal Reserve has shown
signs of support for activity by continuing with quantitative
easing.

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


CIFC FUNDING 2012-III: S&P Assigns 'B' Rating to Class B-3L Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to CIFC
Funding 2012-III Ltd./CIFC Funding 2012-III LLC's $466.0 million
floating- and fixed-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 (see "Update To
   Global Methodologies And Assumptions For Corporate Cash Flow
   And Synthetic CDOs," published Sept. 17, 2009).

- 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% to 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 principal proceeds recapture feature, which
   requires reclassifying excess interest proceeds as principal
   proceeds in an amount equal to the principal proceeds used to
   make interest payments on the deferrable notes.

- 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 paying
   uncapped administrative expenses and fees, subordinated
   portfolio management fees, portfolio manager incentive fees,
   and payments to the subordinated notes 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/1231.pdf.

RATINGS ASSIGNED

CIFC Funding 2012-III Ltd./CIFC Funding 2012-III LLC

Class                  Rating          Amount
                                     (mil. $)
A-1L                   AAA (sf)         320.0
A-2L                   AA (sf)           35.0
A-2F                   AA (sf)           11.0
A-3L (deferrable)      A (sf)            27.0
A-3F (deferrable)      A (sf)            14.0
B-1L (deferrable)      BBB (sf)          23.0
B-2L (deferrable)      BB- (sf)          26.0
B-3L (deferrable)      B (sf)            10.0
Subordinated notes     NR                50.1

NR-Not rated.


CREDIT SUISSE 2004-C4: Moody's Cuts Rating on A-X Certs. to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service is correcting the rating for Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2004-C4's Cl. A-Y (CUSIP:
22541SN61) to Aaa(sf) from Ba3(sf) and for Cl. A-X (CUSIP:
22541SN46) to Ba3(sf) from Aaa(sf). Due to an internal
administrative error, as part of the rating action announced on
February 22, 2012, Cl. A-Y was inadvertently downgraded to Ba3(sf)
and Cl. A-X was inadvertently affirmed at Aaa(sf). Cl. A-Y should
have been affirmed at Aaa(sf) and Cl. A-X should have been
downgraded to Ba3(sf).

The correct current ratings for these two Commercial Mortgage
Pass-Through Certificates of CSFB Mortgage Securities Corp. 2004-
C4 are as follows:

Cl. A-Y, Aaa (sf), Affirmed at Aaa (sf) on February 22, 2012

Cl. A-X, Ba3 (sf), Downgraded to Ba3 (sf) on February 22, 2012.

Moody's also removed Cl. A-SP, which was withdrawn on January 18,
2012, from the list of affected credit ratings associated with the
same rating action.

The list of affected securities from the February 22, 2012 rating
action has been updated and may be found at:

  http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF277364


CREDIT SUISSE 2004-C4: Moody's Affirms 'C' Ratings on 6 Certs.
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 17 classes of
Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-C4 as follows:

Cl. A-5, Affirmed at Aaa (sf); previously on Mar 9, 2011 Confirmed
at Aaa (sf)

Cl. A-6, Affirmed at Aaa (sf); previously on Mar 9, 2011 Confirmed
at Aaa (sf)

Cl. A-J, Affirmed at Aa1 (sf); previously on Mar 9, 2011 Confirmed
at Aa1 (sf)

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

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

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

Cl. B, Affirmed at A3 (sf); previously on Feb 9, 2011 Downgraded
to A3 (sf)

Cl. C, Affirmed at Ba1 (sf); previously on Feb 9, 2011 Downgraded
to Ba1 (sf)

Cl. D, Affirmed at Ba3 (sf); previously on Feb 9, 2011 Downgraded
to Ba3 (sf)

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

Cl. F, Affirmed at Caa3 (sf); previously on Feb 9, 2011 Downgraded
to Caa3 (sf)

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

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

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

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

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

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

Ratings Rationale

The affirmations for the 15 principal and interest bonds are due
to key parameters, including Moody's loan to value (LTV) ratio,
Moody's stressed debt service coverage ratio (DSCR) and the
Herfindahl Index (Herf), remaining within acceptable ranges. Based
on Moody's current base expected loss, the credit enhancement
levels for the affirmed classes are sufficient to maintain their
current ratings.

The rating of the IO Classes, Class A-X and A-Y, are consistent
with the credit performance of their referenced classes and thus
are affirmed.

Moody's rating action reflects a base expected loss of 6.2% of the
current pooled balance compared to 6.3% at last review. Moody's
provides a current list of base expected losses for conduit and
fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment 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,
"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 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.

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 41% to $675
million from $1.1 billion at securitization. The Certificates are
collateralized by 149 mortgage loans ranging in size from less
than 1% to 12% of the pool, with the top ten loans representing
33% of the pool. Ten loans, representing 52% of the pool, have
been defeased and are collateralized with U.S. Government
Securities. The pool contains 77 residential cooperative loans,
representing 21% of the pool, which have Aaa credit assessments.

Twenty-four 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.

Eight loans have been liquidated at a loss from the pool,
resulting in an aggregate realized loss of $19 million (18%
average loss severity). Five loans, representing 7% of the pool,
are currently in special servicing. The largest specially serviced
loan is the Wayzata Office Loan ($23 million -- 3.4% of the pool),
which is secured by a 66,000 square foot (SF) office property
located on Lake Minnetonka in Wayzata, Minnesota. The loan
transferred to special servicing in 2010 due to a payment default
and became real estate owned (REO) in January 2012. The property
was only 40% leased as of August 2012. The property is currently
being marketed for sale. The servicer has recognized a $10 million
appraisal reduction for this loan and has not yet recognized
appraisal reductions for any other specially serviced loans.
Moody's has estimated an aggregate $22 million loss (66% average
loss severity) for three of the five specially serviced loans.

Moody's has assumed a high default probability for nine poorly
performing loans representing 8% of the pool and has estimated a
$10 million aggregate loss (18% 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 73% of the pool's non-defeased
loans, respectively. Moody's weighted average conduit LTV is 89%
compared to 97% 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 9.1%.

Moody's actual and stressed conduit DSCRs are 1.33X and 1.19X,
respectively, compared to 1.30X and 1.12X 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 18% of the pool. The
largest loan is the Brunswick Square Loan ($78 million -- 11.6%),
which is secured by the borrower's interest in a 769,000 SF
regional mall located in East Brunswick, New Jersey. The mall is
anchored by Macy's and JC Penney. Both anchors own their space,
which is not part of the collateral. The 302,000 SF of collateral
was 98% leased as of September 2012 compared to 92% at last
review. Comparable in-line tenant sales were $312 PSF for the
trailing twelve months (TTM) ending September 2012 compared to
$310 PSF for the TTM ending September 2011. The loan matures in
August 2014. Moody's LTV and stressed DSCR are 106% and 0.89X,
respectively, compared to 116% and 0.84X at last review.

The second largest loan is the Lake Zurich Portfolio Loan ($29
million -- 4.3% of the pool), which is secured by two cross-
collateralized and cross-defaulted retail centers located in Lake
Zurich, Illinois. The two centers contain 363,000 SF. The
portfolio was 88% leased as of August 2012 compared to 89% at last
review. Both loans are full recourse to the sponsor. Moody's LTV
and stressed DSCR are 98% and 1.02X, respectively, compared to 92%
and 1.09X at last review.

The third largest loan is the City Park Retail Loan ($17 million -
- 2.6% of the pool), which is secured by a 75,000 SF retail
property in Lincolnshire, Illinois. The loan has been on the
servicer's watchlist for low DSCR since September 2010. The
property was 81% leased as of September 2012 compared to 80% at
2011 year-end. Although the loan is current, the actual DSCR was
only 0.66X as of September 2012. The loan matures in July 2014.
Moody's has identified this as a troubled loan due to refinance
concerns. Moody's LTV and stressed DSCR are 200% and 0.51X,
respectively, compared to 145% and 0.71X at last review.


CW CAPITAL: Moody's Affirms 'C' Ratings on Seven Note Classes
-------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of seven
classes of Notes issued by CW Capital Cobalt III, Synthetic Ltd.
The affirmations are due to the key transaction parameters
performing within levels commensurate with the existing ratings
levels. The rating action is the result of Moody's on-going
surveillance of commercial real estate collateralized debt
obligation (CRE CDO Synthetic) transactions.

Moody's rating action is as follows:

Cl. A, Affirmed at C (sf); previously on Jan 18, 2012 Downgraded
to C (sf)

Cl. B, Affirmed at C (sf); previously on Feb 10, 2010 Downgraded
to C (sf)

Cl. C, Affirmed at C (sf); previously on Nov 12, 2009 Downgraded
to C (sf)

Cl. D, Affirmed at C (sf); previously on Nov 12, 2009 Downgraded
to C (sf)

Cl. E, Affirmed at C (sf); previously on Nov 12, 2009 Downgraded
to C (sf)

Cl. F, Affirmed at C (sf); previously on Nov 12, 2009 Downgraded
to C (sf)

Cl. G, Affirmed at C (sf); previously on Nov 12, 2009 Downgraded
to C (sf)

Ratings Rationale

CW Capital Cobalt III, Synthetic Ltd. is a static synthetic
transaction backed by a portfolio of credit default swaps on
commercial mortgage backed securities (CMBS) (100.0% of the
reference obligation balance). As of the January 3, 2013 Note
Valuation report, the aggregate Note balance of the transaction,
including preferred shares, has decreased to $497.9 million from
$500.0 million at issuance.

There are 13 reference obligations with a par balance of $78.9
million (18.6% of the current reference obligations balance)
considered as defaulted securities as of the December 27, 2012
Trustee report. While there have been limited realized losses to
date, Moody's does expect significant losses to occur on the
defaulted securities once they are realized.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated assessments for the non-Moody's
rated reference obligations. Moody's modeled a bottom-dollar WARF
of 9,101 compared to 9,041 at last review. The current
distribution of Moody's rated reference obligations and
assessments for non-Moody's rated reference obligations is as
follows: Ba1-Ba3 (2.3% compared to 2.2% at last review), B1-B3
(2.3% compared to 2.2% at last review), and Caa1-C (95.3% compared
to 95.6% at last review).

Moody's modeled a WAL of 5.1 years compared to 5.3 years at last
review.

Moody's modeled a variable WARR with a mean of 0.4% compared to
0.3% at last review.

Moody's modeled a MAC of 0.0%, the same as that at last review.

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

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

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. In general, the rated notes are particularly
sensitive to credit changes within the reference obligations.
However, in light of the performance indicators noted above,
Moody's believes that it is unlikely that the ratings announced
are sensitive to further change.

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

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

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario is for continued
below-trend growth in US GDP over the near term, with consumer
spending remaining soft in the US. Hurricane Sandy may skew near-
term economic data but is unlikely to have any long-term
macroeconomic effects. Primary downside risks include: a deeper
than expected recession in the euro area accompanied by deeper
credit contraction; the potential for a hard landing in major
emerging markets, including China, India and Brazil; an oil supply
shock; albeit abated in recent months; and given recent political
gridlock, excessive fiscal tightening in the US in 2013 leading
the US into recession. However, the Federal Reserve has shown
signs of support for activity by continuing with quantitative
easing.

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


DIVERSIFIED ASSET: Moody's Raises Ratings on 2 Classes From Ba1
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Diversified Asset Securitization
Holdings II, L.P.:

U.S. $52,500,000 Class A-1 7.8725% Notes Due 2035 (current balance
of $6,992,480.71), Upgraded to Baa2 (sf); previously on February
18, 2009 Downgraded to Ba1 (sf);

U.S. $332,500,000 Class A-1L Floating Rate Notes Due 2035 (current
balance of $44,285,723.83), Upgraded to Baa2 (sf); previously on
February 18, 2009 Downgraded to Ba1 (sf).

Ratings Rationale

According to Moody's, the rating upgrades are primarily a result
of deleveraging of the Class A-1 Notes and Class A-1L Notes and an
increase in the transaction's overcollateralization ratios since
the last rating action in June 2010. Moody's notes that the Class
A-1 Notes and Class A-1L Notes have been paid down by
approximately 60.3% or $78 million since the last rating action.
Based on the latest trustee report dated December 17, 2012, the
Class A and Class B overcollateralization ratios are reported at
128.34% and 93.11%, respectively, versus June 2010 levels of
112.20% and 92.56% respectively.

Diversified Asset Securitization Holdings II, L.P., issued in
September 2000, is a collateralized debt obligation backed
primarily by a portfolio of RMBS, CMBS, and other types of ABS
securities originated from 1997 to 2000.

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

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

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

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

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

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

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

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

Class A-1: -3
Class A-1L: -3
Class A-2: 0
Class B: 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) Material exposure to unrated securities: Approximately 7% of
the transaction collateral is constituted by manufactured housing
loans-backed securities from several transactions serviced by a
single servicer and which benefit from a parent corporate
guaranty. In 2011, Moody's withdrew its ratings on the parent
company due to insufficient or otherwise inadequate information,
and in 2012 withdrew its ratings on the securities. Although
Moody's assessed the potential for credit deterioration in the
securities, the absence of ratings introduces uncertainty in the
eventual credit performance of the securities, and as a
consequence, in the credit quality and performance of the SF CDO's
rated notes.


DLJ COMMERCIAL 1999-CG3: Moody's Affirms Caa3 Rating on S Certs.
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of two classes of
DLJ Commercial Mortgage Corp., Commercial Mortgage Pass-Through
Certificates, Series 1999-CG3 as follows:

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

Cl. B-4, Affirmed at Caa2 (sf); previously on Jan 20, 2012
Upgraded to Caa2 (sf)

Ratings Rationale

The affirmation of the principal class is 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 S is consistent with the performance
of its referenced classes and is thus affirmed.

Moody's rating action reflects a base expected loss of $1.4
million or 6.3% of the current balance compared to $12.4 million
or 30% 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.

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 4 compared to 7 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 20, 2012.

Deal Performance

As of the December 10, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $21.8
million from $899.3 million at securitization. The Certificates
are collateralized by nine mortgage loans ranging in size from 4%
to 31% of the pool. Two loans, representing 21% of the pool, have
defeased and are secured by U.S. Government securities.

Two loans, representing 37% 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.

Thirty-five loans have been liquidated from the pool, resulting in
an aggregate realized loss of $44.9 million (27% loss severity
overall). Currently three loans, representing 32% of the pool, are
in special servicing. The largest specially serviced loan is the
American Crossing Shopping Center Loan ($4.7 million -- 22% of the
pool), which is secured by a 72,800 square foot retail center
located in Albuquerque, New Mexico. The loan was transferred to
special servicing in September 2009 due to maturity default and
forebearance agreements were in place until September 2012.

The second-largest specially-serviced loan is the TYIF Park
Condominiums Loan ($1.4 million -- 6.6% share of the pool), which
is secured by a 43 unit garden style, multifamily property located
in Houston, Texas.

The third-largest specially-serviced loan is the Whitfield Village
Apartments Loan ($830,000 -- 3.8% share of the pool), which is
secured by a 48 unit garden style multifamily property located in
Sarasota, Florida.

Moody's estimates an aggregate $877,528 loss for the specially
serviced loans (62% expected loss on average).

Moody's was provided with full year 2011 and partial year
financials for 100% of the pool, excluding specially serviced and
defeased loans.

Excluding specially serviced loans, Moody's weighted average LTV
is 78% compared to 75% at Moody's prior review. Moody's net cash
flow reflects a weighted average haircut of 16% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.3%.

Excluding special serviced loans, Moody's actual and stressed
DSCRs are 0.99X and 1.51X, respectively, compared to 0.98X and
1.47X 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 42% of the pool balance.
The largest loan is The Regency Apartments Loan ($6.8 million --
31.3% of the pool), which is secured by a 186-unit multifamily
property located in Fayetteville, North Carolina, just south of
the Fort Bragg military base. As of June 2012, the property was
64% leased compared to 82% at last review. The borrower indicated
that the reason for the drop in occupancy is due to high turnover
since the property is located in a military town. Moody's LTV and
stressed DSCR are 93% and 1.05X, respectively, compared 84% and
1.17X at last review.

The second largest loan is the Manor Court Apartments Loan ($1.2
million -- 5.5% of the pool), which is secured by a 74 unit
apartment complex located in North Miami, Florida. As of June
2012, the property was 97% leased compared to 96% at last review.
Performance has improved due to substantial decreases in operating
expenses, specifically repairs and maintenance, since 2009.
Moody's LTV and stressed DSCR are 41% and 2.37X respectively,
compared to 44% and 2.22X at last review.

The third largest loan is the Moon Glow Apartments Loan ($1.2
million -- 5.5% of the pool), which is secured by a 92 unit
apartment complex located in Columbus, Ohio. As of October 2012,
the property was 96% leased compared to 99% at last review.
Moody's LTV and stressed DSCR are 66% and 1.48X respectively,
compared to 69% and 1.42X at last review.


EMPORIA II: Fitch Raises Rating on $14.5-Mil. Class E Notes to 'B'
------------------------------------------------------------------
Fitch Ratings has affirmed four and upgraded three classes of
notes issued by Emporia Preferred Funding II, Ltd./Corp. (Emporia
II):

-- $78,828,384 class A-1 notes at 'AAAsf'; Outlook Stable;
-- $25,987,379 class A-2 notes at 'AAAsf'; Outlook Stable;
-- $103,949,517 class A-3 notes at 'AAAsf'; Outlook Stable;
-- $30,000,000 class B notes at 'AAsf'; Outlook Stable;
-- $22,000,000 class C notes upgraded to 'Asf' from 'BBBsf';
    Outlook to Stable from Positive;
-- $22,000,000 class D notes upgraded to 'BBsf' from 'Bsf';
    Outlook Positive;
-- $14,500,000 class E notes upgraded to 'Bsf' from 'CCCsf';
    assigns Outlook Positive.

The rating actions reflect the overall stability in credit quality
and increasing credit enhancement levels following amortization of
the underlying loan portfolio. Since January 2012, $24.2 million
in principal proceeds was received to pay down principal on the
class A-1, A-2 and A-3 notes (collectively, class A). The amount
of performing assets Fitch considers rated 'CCC+' or below has
decreased to 6.7% from 7.9% in January 2012. Fitch currently
considers the weighted average rating of the $281.4 million (as of
Dec. 2, 2012 trustee report) performing portfolio to be 'B/B-',
within the same rating category as the portfolio in January 2012.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Corporate CDOs' using the
Portfolio Credit Model (PCM) for projecting future default and
recovery levels for the underlying portfolio. These default and
recovery levels were then utilized in Fitch's cash flow model
under various default timing and interest rate stress scenarios,
as described in the report 'Global Criteria for Cash Flow Analysis
in CDOs'. While Fitch's cash flow analysis indicates higher
passing rating levels for the class B, C, D and E notes, the
current ratings appropriately reflect the risk profile of the
remaining portfolio. These classes of notes remain subordinate to
the class A notes and will not receive any principal proceeds
until the more senior tranches are paid in full. Based on the
maturity profile of the remaining portfolio, class A is not
expected to pay in full within the next year. Since the class C, D
and E notes receive interest and principal subordinate to
satisfaction of the class A/B coverage tests, Fitch applied a
ratings cap to these classes. The application of a cap under
Fitch's 'Criteria for Rating Caps in Global Structured Finance
Transactions' reflects the additional risk to the class C, D and E
notes given their ability to defer interest payments.

Emporia II is a cash flow collateralized loan obligation (CLO)
that closed on June 21, 2006 and is managed by Ivy Hill Asset
Management, a portfolio management company of Ares Capital
Corporation. Emporia II has a portfolio primarily composed of U.S.
middle market loans, approximately 94.7% of which are senior
secured positions and approximately 5.3% of which are second lien
loans and structured finance assets. The transaction exited its
reinvestment period in July 2012.


EMPORIA III: Fitch Hikes Rating on $18-Mil. Class E Notes to 'B'
----------------------------------------------------------------
Fitch Ratings has affirmed four and upgraded three classes of
notes issued by Emporia Preferred Funding III, Ltd./Corp. (Emporia
III):

-- $100,000,000 class A-1 notes at 'AAAsf'; Outlook Stable;
-- $40,000,000 class A-2 notes at 'AAAsf'; Outlook Stable;
-- $132,580,000 class A-3 notes at 'AAAsf'; Outlook Stable;
-- $26,845,000 class B notes at 'AAsf'; Outlook Stable;
-- $37,170,000 class C notes upgraded to 'Asf' from 'BBBsf';
    Outlook Stable;
-- $20,650,000 class D notes upgraded to 'BBsf' from 'Bsf';
    Outlook to Positive from Stable;
-- $18,585,000 class E notes upgraded to 'Bsf' from 'CCCsf';
    assigns Outlook Positive.

The rating actions reflect the increased stability in credit
quality of the underlying loan portfolio. The amount of performing
assets Fitch considers rated 'CCC+' or below has decreased to 6.2%
from 9.9% in January 2012. Fitch currently considers the weighted
average rating of the $340.7 million (as of Dec. 2, 2012 trustee
report) performing portfolio to be 'B/B-', within the same rating
category as the portfolio in January 2012.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Corporate CDOs' using the
Portfolio Credit Model (PCM) for projecting future default and
recovery levels for the underlying portfolio. These default and
recovery levels were then utilized in Fitch's cash flow model
under various default timing and interest rate stress scenarios,
as described in the report 'Global Criteria for Cash Flow Analysis
in CDOs'. While Fitch's cash flow analysis indicates higher
passing rating levels for the class B, C, D and E notes, the
current ratings appropriately reflect the risk profile of the
remaining portfolio. These classes of notes remain subordinate to
the class A-1, A-2 and A-3 notes (collectively, class A) and will
not receive any principal proceeds until the more senior tranches
are paid in full. Based on the maturity profile of the remaining
portfolio, class A is not expected to pay in full within the next
one to two years. Since the class C, D and E notes receive
interest and principal subordinate to satisfaction of the class
A/B coverage tests, Fitch applied a ratings cap to these classes.
The application of a cap under Fitch's 'Criteria for Rating Caps
in Global Structured Finance Transactions' reflects the additional
risk to the class C, D and E notes given their ability to defer
interest payments.

Emporia III is a cash flow collateralized loan obligation (CLO)
that closed on March 15, 2007 and is managed by Ivy Hill Asset
Management, a portfolio management company of Ares Capital
Corporation. Emporia III has a revolving portfolio primarily
composed of U.S. middle market loans, approximately 93.7% of which
are senior secured positions and approximately 6.3% of which are
second lien loans and structured finance assets. The transaction
remains in its reinvestment period through April 2013.


FOXE BASIN: S&P Lowers Rating on Class D Notes to 'CC(sf)'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
D notes from Foxe Basin CLO 2003 Ltd.  In addition, S&P affirmed
its ratings on the B and C notes.  S&P also removed its rating on
the class B notes from CreditWatch positive implications
(see list).

Foxe Basin CLO 2003 Ltd. is a collateralized loan obligation (CLO)
transaction managed by GSO Capital Partners L.P.

The downgrade reflects the increased concentration risk of the
portfolio.  Based on the Dec. 5, 2012, trustee report, the pool
consisted of fewer than 15 performing obligors, with the largest
obligor accounting for 12.92% of the pool.  Further, the class D
notes deferred their interest on the Dec. 17, 2012, payment date.

S&P affirmed its ratings on class B and C notes to reflect its
belief that the credit support available is commensurate with the
current ratings.

Since the last rating actions in January 2011, the transaction has
paid down the class A note holders in full, while the class B
noteholders have paid down by $21 million.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at
http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Foxe Basin CLO 2003 Ltd.

Class          Rating

          To            From
B         A+(sf)        A+(sf)/Watch Pos
C         CCC-(sf)      CCC-(sf)
D         CC(sf)        CCC-(sf)


FRASER SULLIVAN: Moody's Hikes Rating on Class D Notes From 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Fraser Sullivan CLO V Ltd.:

U.S.$13,500,000 Class A-2 Senior Secured Floating Rate Notes due
2021, Upgraded to Aaa (sf); previously September 23, 2011 Upgraded
to Aa1 (sf);

U.S.$30,100,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2021, Upgraded to Aa2 (sf); previously September 23,
2011 Upgraded to A1 (sf);

U.S.$15,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2021, Upgraded to A2 (sf); previously September 23, 2011
Upgraded to A3 (sf);

U.S.$19,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2021, Upgraded to Baa3 (sf); previously September 23,
2011 Upgraded to Ba1 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in February 2013. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive buffer
relative to certain covenant requirements. In particular, the deal
is assumed to benefit from higher spread levels compared to the
levels assumed at the last rating action in September 2011. The
modeled spread was assumed to be 3.8% versus 3.4% at the last
rating action. Moody's also notes that the transaction's reported
collateral quality and overcollateralization ratio 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 $403.6, no
defaulted par, a weighted average default probability of 19.61%
(implying a WARF of 2754), a weighted average recovery rate upon
default of 50.64%, and a diversity score of 45. 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.

Fraser Sullivan CLO V Ltd., issued in February 2011, 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% (2203)

Class A1: 0
Class A2: 0
Class B: +2
Class C: +2
Class D: +3

Moody's Adjusted WARF + 20% (3305)

Class A1: 0
Class A2: -1
Class B: -2
Class C: -2
Class D: -1

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

Sources of additional performance uncertainties are described
below:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will commense 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.


GOLDEN STATE: Fitch Lowers Rating on Five Bond Classes to 'Bsf'
---------------------------------------------------------------
Fitch Ratings affirms seven classes and downgrades five classes of
tobacco settlement asset-backed bonds from Golden State Tobacco
Securitization Corporation, series 2007-1. See the full list of
rating actions at the end of this release.

For 2012, the aggregate MSA payment was 1.97% higher than the
amount in 2011. Fitch published updated Tobacco Settlement ABS
Criteria on July 16, 2012, which included a change in the base
case assumption for the MSA payment from +1% to 0%. The rating
scale was recalibrated to reflect this change, and as a result
there were several downgrades.

The turbo and capital appreciation bonds were put on Rating Watch
Negative in July 2012 with the expectation that the change in the
base case assumption could lead to downgrades. Buckeye Tobacco
Settlement Financing Authority, 2007 (Ohio), along with Golden
State Tobacco Securitization Corporation, UNITED STATES Series
2007-1 and Nassau County Tobacco Settlement Corporation, Tobacco
Settlement Asset-Backed Bonds, Series 2006, were not reviewed with
the other ABS tobacco settlement bonds in August 2012 because the
reserve accounts of these transactions were below the minimum
required levels and required additional analysis which was
completed for this review.

Fitch uses its breakeven model to analyze tobacco performance. The
breakeven model assesses how much the MSA payment received by the
trust could decline for each bond to pay at the legal final
maturity date. The amount of the latest MSA payment that the
transaction has received, the capital structure, the reserve
account, and the bond's legal final dates are the key inputs to
the model.

Since the life of these transactions is typically long and the
cash flows can be unpredictable, qualitative adjustments may be
taken to avoid rating volatility by requiring two years of
consecutive model outputs in order to downgrade to the model
implied output. However, if more than one-notch difference exists
between the current rating and the model implied rating, the bond
will be downgraded to one-notch above the model output. Tobacco
ratings are capped at 'BBB+sf', based on Fitch's opinion of the
strength of the tobacco industry. All bonds with model outputs
'bbb+' and below carry a Negative Outlook to address concern over
a future deterioration in cash flows.

Fitch affirms these ratings:

Senior Series 2007A-1 Senior Current Interest Serial Bonds

-- $6,395,000 due June 1, 2013 at 'BBB+sf'; Outlook Stable;
-- $11,655,000 due June 1, 2013 at 'BBB+sf'; Outlook Stable;
-- $20,570,000 due June 1, 2014 at 'BBB+sf'; Outlook Stable;
-- $23,190,000 due June 1, 2015 at 'BBB+sf'; Outlook Stable;
-- $28,875,000 due June 1, 2016 at 'BBB+sf'; Outlook Stable;
-- $5,140,000 due June 1, 2017 at 'BBB+sf'; Outlook Stable;
-- $27,255,000 due June 1, 2017 at 'BBB+sf'; Outlook Stable;

Fitch downgrades the following ratings:

Series 2007A-1 Senior Current Interest Turbo Term Bonds

-- $863,100,000 due 2027 to 'Bsf' from 'BB-sf'; removed from
    Negative Watch and assigned a Negative Outlook;

-- $610,525,000 due 2033 to 'Bsf' from 'BB-sf'; removed from
    Negative Watch and assigned a Negative Outlook;

-- $1,250,000,000 due 2047 to 'Bsf' from 'BB-sf'; removed from
    Negative Watch and assigned a Negative Outlook;

-- $693,575,000 due 2047 to 'Bsf' from 'BB-sf'; removed from
    Negative Watch and assigned a Negative Outlook;

Series 2007A-2 Senior Convertible Turbo Term Bonds

-- $389,192,591.40 due June 1, 2037 to 'Bsf' from 'BB-sf';
    removed from Negative Watch and assigned a Negative Outlook.


GREENWICH CAPITAL: Moody's Keeps Caa3 Rating on N-SO Securities
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of ten classes of
Greenwich Capital Commercial Funding Corp. Series 2004-FL2 as
follows:

Cl. C, Affirmed at Aaa (sf); previously on Dec 14, 2006 Upgraded
to Aaa (sf)

Cl. D, Affirmed at Aaa (sf); previously on Dec 14, 2006 Upgraded
to Aaa (sf)

Cl. E, Affirmed at Aaa (sf); previously on Dec 14, 2006 Upgraded
to Aaa (sf)

Cl. F, Affirmed at Aa1 (sf); previously on Jul 20, 2011 Upgraded
to Aa1 (sf)

Cl. G, Affirmed at A3 (sf); previously on Mar 7, 2012 Downgraded
to A3 (sf)

Cl. H, Affirmed at Baa3 (sf); previously on Mar 7, 2012 Downgraded
to Baa3 (sf)

Cl. J, Affirmed at B1 (sf); previously on Mar 7, 2012 Downgraded
to B1 (sf)

Cl. K, Affirmed at B3 (sf); previously on Mar 7, 2012 Downgraded
to B3 (sf)

Cl. L, Affirmed at Caa2 (sf); previously on Mar 7, 2012 Downgraded
to Caa2 (sf)

Cl. N-SO, Affirmed at Caa3 (sf); previously on Mar 7, 2012
Downgraded to Caa3 (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) for the one remaining loan in the pool, the
Southfield Town Center Loan, remaining within acceptable ranges.
The Southfield Town Center Loan, which was transferred to special
servicing in October 2012, had a final maturity date of November
5, 2012. As the transaction moves closer to the final rated
distribution date in November 2019 without loan resolution the
ratings will be lowered in accordance with Moody's methodology
"Rating Caps for CMBS in the Tail Period" published October 27,
2011.

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 "Rating Caps for CMBS in the Tail Period" published
in October 2011.

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.

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 March 7, 2012.

Deal Performance

As of the January 8, 2013 Distribution Report, the transaction's
aggregate certificate balance has decreased by approximately 84%
to $151.3 million from $921.7 million at securitization due to the
payoff of 15 loans in the pool and scheduled amortization.
Currently the mortgage pool consists of one loan, the Southfield
Town Center Loan. The loan is secured by a five building 2.1
million square foot office complex situated on 35 acres in
Southfield, Michigan. The trust debt, which consists of $143.9
million of pooled debt and $7.3 million of non-pooled, or rake,
debt (Class N-SO), is senior to approximately $64.8 million of
non-trust mortgage debt and $25.0 million of mezzanine debt. The
loan, which matured on November 5, 2012, was transferred to
special servicing on October 4, 2012 based on a letter from the
Borrower stating that they would not be able to pay off the loan
at maturity. The special servicer and Borrower are currently
negotiating a forbearance agreement. There has been a $375,036
loss to the trust, affecting Class L, and accumulated interest
shortfalls total $90,451, also affecting Class L.

As of November 2012, Southfield Town Center had over 200 tenants
and was approximately 70% leased, the same as at Moody's last
review. The three largest tenants are Fifth Third Bank (105,041
square feet; lease expiration in 2016), Alix Partners (58,120
square feet; lease expiration in 2018) and Microsoft (57,364
square feet; lease expiration in 2017 and 2018. These three
tenants lease about 10% of the total net rentable area. Although
occupancy has not significantly changed since securitization, when
it was 73%, property performance has been hurt by declining rents,
rent concessions given both to retain tenants and to attract new
tenants, and a high market vacancy with little improvement
forecasted over the next several years. Moody's loan to value
(LTV) ratio for the trust debt is slightly over 100%. Moody's
credit assessment for the pooled balance is Caa2, the same as at
last review.


GMAC COMMERCIAL 1997-C2: Moody's Hikes G Certs. Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed two classes of GMAC Commercial Mortgage Securities, Inc.,
Mortgage Pass-Through Certificates, Series 1997-C2 as follows:

Cl. G, Upgraded to Ba1 (sf); previously on Mar 2, 2011 Upgraded to
B2 (sf)

Cl. H, Affirmed at C (sf); previously on Sep 14, 2005 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 the significant increase in subordination
due to loan payoffs and amortization and overall stable pool
performance. The pool has paid down by 59% since Moody's last
review.

The affirmation of the principle class is 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
quality of its referenced classes and thus is affirmed.

Moody's rating action reflects a base expected loss of 3.1%
($697,000) of the current balance. At last full review, Moody's
cumulative base expected loss was 1.5% ($793,000). 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 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 2 compared to 4 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 February 23, 2012.

Deal Performance

As of the December 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $22.4
million from $1.1 billion at securitization. The Certificates are
collateralized by three mortgage loans remaining in the pool,
representing 54% of the pool, and one defeased loan, representing
46% of the pool. The defeased loan is collateralized with U.S.
Government securities.

Fifteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $57.5 million (20.2% loss severity
overall). Currently, there are no loans on the watchlist or in
special servicing.

Moody's was provided with full year 2011 and partial year 2012
operating results for 66% and 33%, respectively, of the conduit
loans. Moody's weighted average LTV is 89% compared to 69% at
Moody's prior review. Moody's net cash flow reflects a weighted
average haircut of 27% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 10.0%.

Moody's actual and stressed DSCRs are 0.75X and 1.29X,
respectively, compared to 1.26X and 1.57X 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 conduit loans represent 54% of the deal balance. The
largest loan is Kmart - Laredo Loan ($6.1 million -- 27.3% of the
pool), which is secured by a 112,000 square foot (SF) single-
tenant retail property located in Laredo, Texas. The property is
100% leased to Kmart through October 2022. Performance continues
to remain stable. The loan amortizes 100% during its term and is
co-terminus with the lease maturity. Moody's LTV and stressed DSCR
are 85% and 1.27X, respectively.

The second largest loan is the Kmart - Lafayette Loan ($5.1
million -- 23.1% of the pool), which is secured by a 119,000 SF
retail property located in Lafayette, Indiana, which is 100%
leased to Kmart through October 2022. The property is part of a
larger strip center which is not part the collateral. The loan
amortizes 100% during its term and is co-terminus with the lease
maturity. Performance continues to remain stable. Moody's LTV and
stressed DSCR are 101% and 1.07X, respectively.

The last loan is the CVS Drugstore Loan ($839,000 -- 3.7% of the
pool), which is secured by a 9,400 SF single-tenant retail
property located in located in a suburban retail corridor in
Media, Pennsylvania, 12 miles east of Philadelphia. The property
is 100% leased to CVS through January 2018. The loan amortizes
100% during its term and is co-terminus with the lease maturity.
Performance continues to remain stable. Moody's LTV and stressed
DSCR are 39% and 2.76X, respectively.


GMAC COMMERCIAL 2000-C3: Moody's Cuts Ratings on 2 Certs. to 'C'
----------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class,
affirmed one class and downgraded four classes of GMAC Commercial
Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2000-C3 as follows:

Cl. F, Upgraded to Aaa (sf); previously on May 10, 2012 Confirmed
at Aa2 (sf)

Cl. H, Affirmed at Baa2 (sf); previously on May 10, 2012 Confirmed
at Baa2 (sf)

Cl. J, Downgraded to Caa1 (sf); previously on May 10, 2012
Confirmed at B3 (sf)

Cl. K, Downgraded to C (sf); previously on May 10, 2012 Confirmed
at Caa2 (sf)

Cl. L, Downgraded to C (sf); previously on May 10, 2012 Confirmed
at Ca (sf)

Cl. X, Downgraded to Caa2 (sf); previously on May 10, 2012
Confirmed at Caa1 (sf)

Ratings Rationale

The upgrade is due to increased credit support from loan payoffs
and amortization. The pool has paid down by 41% since Moody's
prior review.

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

The affirmation is 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 class is sufficient
to maintain their current ratings.

Moody's rating action reflects a base expected loss of 12.8% of
the current balance. At last review, Moody's cumulative base
expected loss was 12.1%. The deal has paid down 41% since last
review and Moody's cumulative base expected loss plus realized
losses is 3.9% of the original pooled balance compared to 3.3% at
last review. Moody's provides a current list of base losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

Moody's review also incorporated the CMBS IO calculator 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 3 compared to 6 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.5 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 May 10, 2012.

Deal Performance

As of the December 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 95% to $64.8
million from $1.3 billion at securitization. The Certificates are
collateralized by seven mortgage loans ranging in size from 1% to
24% of the pool, with the non-defeased loans representing 58% of
the pool. Two loans, representing 42% of the pool, have defeased
and are secured by U.S. Government securities.

Two loans, representing 9% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Thirty-one loans have been liquidated from the pool, resulting in
an aggregate realized loss of $41.7 million (28% loss severity on
average). One loan, representing 19% of the pool, is currently in
special servicing. The specially serviced loan is the Valley Creek
Office Property Loan ($12.1 million -- 18.7% of the pool), which
is secured by a 128,000 square foot (SF) office building located
in Golden Valley, Minnesota. The loan transferred to special
servicing in March 2011 due to imminent maturity default as a
result of a decrease in rental revenue. The loan became real
estate owned (REO) in March 2012. As of April 2012 the property
was 74% leased compared to 82% in December 2010 and occupancy has
consistently decreased since 2008. Based on recent lease renewals,
occupancy may further decrease to approximately 70% in early 2013.
At this time, the special servicer indicated a third party has
been hired to manage and lease the property.

Moody's has assumed a high default probability for one poorly
performing loan representing 8% of the pool and has estimated an
aggregate $7.7 million loss for specially serviced and troubled
loans (44% expected loss on average).

Moody's was provided with full year 2011 and partial year 2012
operating results for 100% of the pool's non-specially serviced
and non-defeased loans. Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 76% compared to 93% at
Moody's prior review. Moody's net cash flow reflects a weighted
average haircut of 13% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.3%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.10X and 1.31X, respectively, compared to
0.99X and 1.17X 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 39% of the pool balance.
The largest loan is the A-C Development Portfolio Loan ($15.8
million -- 24.3% of the pool), which is secured by four grocery
anchored retail centers located in South Carolina and Georgia. The
anchor in each center is Piggly Wiggly, which leases 78% of the
portfolio net rentable area (NRA) on multiple leases that expire
in 2018 and 2019. Property performance improved slightly between
year-end 2011 and year-end 2010. The loan failed to pay off on its
September 1, 2010 anticipated repayment date (ARD) and now has a
provision for a lockbox and 2% higher interest rate. Moody's LTV
and stressed DSCR are 80% and 1.22X, respectively, compared to 81%
and 1.20X at last review.

The second loan is the Courtyard by Marriott Loan ($5.3 million --
8.2% of the pool), which is secured by a 113-room hotel located in
Round Rock, Texas. The year-end 2011 occupancy and revenue per
available room (RevPAR) were 52.3% and $49.6, respectively,
compared to 52.6% and $50.38 in 2010. This loan has been on the
master servicer's watchlist due to lower occupancy caused by
decrease travel to the area and its location in a highly
competitive market with several other nearby hotels. The loan is
benefitting from amortization and a modification in 2004 extended
the maturity date to September 2025. Due to the low occupancy and
a large decrease in performance from securitization, Moody's views
this as troubled a loan. Moody's LTV and stressed DSCR are 136%
and 0.92X, respectively, compared to 137% and 0.91X at last
review.

The third largest loan is the Waterford at Summit View Apartments
Loan ($4.3 million -- 6.6% of the pool), which represents a 132-
unit multi-family property located in Swatara Township,
Pennsylvania. Occupancy was reported at 92% as of September 2012
compared to 95% as of December 2011. Property performance is
expected to decline slightly in 2012, as compared to 2011, due to
an increase in operating expenses. The loan is benefitting from
amortization and matures in November 2015. Moody's LTV and
stressed DSCR are 65% and 1.50x, respectively, compared to 65% and
1.51x at last review.


GSR MORTGAGE 2004-9: Moody's Cuts Rating on Cl. 4A1 Secs. to Ba2
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches from one RMBS transaction backed by Prime loans, and
issued by GSR Mortgage Loan Trust 2004-9.

Complete rating actions are as follows:

Issuer: GSR Mortgage Loan Trust 2004-9

Cl. 3A1, Downgraded to Ba2 (sf); previously on Mar 21, 2012
Upgraded to Baa2 (sf)

Cl. 3A2, Downgraded to Ba3 (sf); previously on Mar 21, 2012
Upgraded to Ba1 (sf)

Cl. 4A1, Downgraded to Ba2 (sf); previously on Mar 21, 2012
Confirmed at Ba1 (sf)

Ratings Rationale

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

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

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

Loan Modifications

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

Small Pool Volatility

To project losses on prime jumbo pools with fewer than 100 loans,
Moody's first calculates an annualized delinquency rate based on
vintage, number of loans remaining in the pool and the level of
current delinquencies in the pool. For prime jumbo pools
originated before 2005, Moody's first applies a baseline
delinquency rate of 3.0%. Once the loan count in a pool falls
below 76, this rate of delinquency is increased by 1% for every
loan fewer than 76. For example, for a pool with 75 loans, the
adjusted rate of new delinquency would be 3.03%. In addition, if
current delinquency levels in a small pool is low, future
delinquencies are expected to reflect this trend. To account for
that, the rate calculated above is multiplied by a factor ranging
from 0.75 to 2.5 for current delinquencies ranging from less than
2.5% to greater than 10% respectively. Delinquencies for
subsequent years and ultimate expected losses are projected using
the approach described in the methodology publication.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in September 2011 to 7.8% in December 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 the review actions associated with this announcement may
be found at:

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF312867

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


GSR MORTGAGE 2006-9F: Moody's Cuts Rating on Cl. 5A-4 Secs. to C
----------------------------------------------------------------
Moody's Investors Service has upgraded 23 tranches and downgraded
17 tranches from six RMBS transactions issued by Goldman Sachs and
MASTR Asset Securitization Trust. The collateral backing these
deals primarily consist of first-lien, fixed Jumbo residential
mortgages. The actions impact approximately $304 millions of RMBS
issued from 2005 to 2007.

Complete rating actions are as follows:

Issuer: GSR Mortgage Loan Trust 2005-6F

Cl. 1A-1, Upgraded to Ba1 (sf); previously on Apr 27, 2010
Downgraded to B1 (sf)

Cl. 1A-2, Upgraded to Ba1 (sf); previously on Apr 27, 2010
Downgraded to B1 (sf)

Cl. 1A-3, Upgraded to Ba1 (sf); previously on Apr 27, 2010
Downgraded to B1 (sf)

Cl. 1A-4, Upgraded to Ba1 (sf); previously on Apr 27, 2010
Downgraded to B1 (sf)

Cl. 3A-13, Upgraded to Ba1 (sf); previously on Apr 27, 2010
Downgraded to B1 (sf)

Cl. 3A-15, Upgraded to Ba1 (sf); previously on Apr 27, 2010
Downgraded to B1 (sf)

Cl. 3A-17, Upgraded to B1 (sf); previously on Apr 27, 2010
Downgraded to B3 (sf)

Issuer: GSR Mortgage Loan Trust 2005-7F

Cl. 1A-1, Upgraded to Baa3 (sf); previously on Apr 27, 2010
Downgraded to Ba3 (sf)

Cl. 1A-2, Upgraded to Ba2 (sf); previously on Jan 20, 2012
Confirmed at B1 (sf)

Cl. 2A-5, Upgraded to Ba3 (sf); previously on Apr 27, 2010
Downgraded to B1 (sf)

Cl. 2A-6, Upgraded to Ba2 (sf); previously on Apr 27, 2010
Downgraded to B1 (sf)

Cl. 2A-7, Upgraded to B2 (sf); previously on Jan 20, 2012 Upgraded
to B3 (sf)

Cl. 3A-1, Upgraded to Ba3 (sf); previously on Apr 27, 2010
Downgraded to B1 (sf)

Cl. 3A-2, Upgraded to Ba2 (sf); previously on Apr 27, 2010
Downgraded to Ba3 (sf)

Cl. 3A-3, Upgraded to Ba3 (sf); previously on Apr 27, 2010
Downgraded to B1 (sf)

Cl. 3A-4, Upgraded to Ba2 (sf); previously on Apr 27, 2010
Downgraded to Ba3 (sf)

Cl. 3A-5, Upgraded to Ba3 (sf); previously on Apr 27, 2010
Downgraded to B1 (sf)

Cl. 3A-6, Upgraded to B2 (sf); previously on Apr 27, 2010
Downgraded to B3 (sf)

Cl. 3A-9, Upgraded to Ba3 (sf); previously on Apr 27, 2010
Downgraded to B1 (sf)

Cl. 3A-10, Upgraded to Ba3 (sf); previously on Apr 27, 2010
Downgraded to B1 (sf)

Cl. 3A-11, Upgraded to B2 (sf); previously on Jan 20, 2012
Upgraded to B3 (sf)

Cl. 3A-12, Upgraded to B2 (sf); previously on Jan 20, 2012
Upgraded to B3 (sf)

Issuer: GSR Mortgage Loan Trust 2006-8F

Cl. 1A-1, Downgraded to Caa1 (sf); previously on Apr 27, 2010
Confirmed at B3 (sf)

Cl. A-X, Downgraded to Caa1 (sf); previously on Apr 27, 2010
Confirmed at B3 (sf)

Cl. 2A-1, Downgraded to Caa1 (sf); previously on Apr 27, 2010
Confirmed at B3 (sf)

Cl. 3A-3, Downgraded to Caa2 (sf); previously on Apr 27, 2010
Downgraded to Caa1 (sf)

Cl. 3A-5, Downgraded to Caa2 (sf); previously on Aug 3, 2012
Downgraded to Caa1 (sf)

Issuer: GSR Mortgage Loan Trust 2006-9F

Cl. 1A-1, Downgraded to Caa2 (sf); previously on Apr 27, 2010
Confirmed at B3 (sf)

Cl. A-X, Downgraded to Caa2 (sf); previously on Apr 27, 2010
Confirmed at B3 (sf)

Cl. 5A-1, Downgraded to Caa2 (sf); previously on Apr 27, 2010
Downgraded to Caa1 (sf)

Cl. 5A-2, Downgraded to Caa2 (sf); previously on Apr 27, 2010
Downgraded to Caa1 (sf)

Cl. 5A-3, Downgraded to Caa2 (sf); previously on Apr 27, 2010
Downgraded to Caa1 (sf)

Cl. 5A-4, Downgraded to C (sf); previously on Jul 1, 2009
Downgraded to Ca (sf)

Cl. 6A-1, Downgraded to Caa3 (sf); previously on Apr 27, 2010
Downgraded to Caa2 (sf)

Cl. 6A-2, Downgraded to Caa3 (sf); previously on Apr 27, 2010
Downgraded to Caa2 (sf)

Cl. 7A-1, Downgraded to Caa1 (sf); previously on Apr 27, 2010
Confirmed at B3 (sf)

Cl. 8A-1, Downgraded to Caa1 (sf); previously on Apr 27, 2010
Confirmed at B3 (sf)

Cl. 9A-1, Downgraded to Caa1 (sf); previously on Apr 27, 2010
Confirmed at B3 (sf)

Issuer: GSR Mortgage Loan Trust 2007-1F

Cl. 1A-1, Downgraded to Caa1 (sf); previously on Aug 3, 2012
Upgraded to B3 (sf)

Issuer: MASTR Asset Securitization Trust 2006-1

Cl. 1-A-2, Upgraded to Ba1 (sf); previously on Sep 20, 2012
Confirmed at B1 (sf)

Ratings Rationale

These actions reflect recent performance of the underlying pools
and Moody's updated loss expectations on the pools.

The actions also reflect correction of an error in the Structured
Finance Workstation (SFW) cash flow model used by Moody's in
rating these transactions, specifically in how the model handled
interest shortfall allocation among different sub-pools in
transactions with a double-ratio strip.

Double-ratio strip transactions are deals where a pool of
collateral with varied mortgage rates supports two (or more)
groups of senior bonds with fixed coupon rates, one with a high
coupon rate and one with a low coupon rate. To support this
feature, the pool is divided into subgroups. All underlying loans
with rates at or below the bond with the lower coupon are placed
in one subgroup and all loans with rates higher than the bond with
the higher coupon are placed in another subgroup. Loans with a net
loan rate between the two rates are hypothetically split and
allocated in different proportions to the two sub-pools so that
the weighted average rate of each sub-pool matches the rate on the
respective bonds.

In the past, Moody's model commingled the principal and interest
collections from these sub-pools before allocating funds to the
respective senior bonds, first as interest and then as principal.
Under normal circumstances, this simplifying assumption works
fine. However, in the current environment of large rate
modifications, the interest and principal collections are not
enough to pay the scheduled interest and principal on the senior
bonds. Therefore, interest is first being paid in full to all
senior bonds and the remaining funds are distributed as principal,
resulting in a principal shortfall.

Commingling funds results in allocating the principal shortfall
pro-rata to the bonds. This pro-rata allocation is inaccurate
because the underlying loans that were modified were not split
pro-rata into the sub-pools. Higher rate loans, which are more
prone to rate modification, by design back the sub-pools with
higher target rates. Allocating the principal shortfall pro-rata
is thus detrimental to bonds backed by the lower target-rate sub-
pool and excessively beneficial to bonds backed by the higher
target-rate sub-pool.

Moody's updated modeling first allocates interest shortfalls by
scaling the actual interest collected compared to the target
interest that is to be received under normal circumstances, before
distributing the available funds. This approach thus keeps track
of the level of principal shortfall resulting from each sub-pool,
and discriminates between the bonds backed by the different net
rate sub-pools.

However, the actions taken are driven by performance of the
individual pools. The change in the model did not result in a
rating movement.

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

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

Loan Modifications

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

Small Pool Volatility

The above mentioned approach is also 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 varies from 3% to 10% on average.
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 with a base rate of new
delinquency of 3.00%, the adjusted rate of new delinquency would
be 3.03%. In addition, if current delinquency levels in a small
pool are low, future delinquencies are expected to reflect this
trend. To account for that, the rate calculated above is
multiplied by a factor ranging from 0.75 to 2.5 for current
delinquencies ranging from less than 2.5% to greater than 10%
respectively. Delinquencies for subsequent years and ultimate
expected losses are projected using the approach described in the
"2005 -- 2008 US RMBS Surveillance Methodology" publication.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in September 2011 to 7.8% in December 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_SF312694

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

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF196023


IMPAC CMB 2005-2: Moody's Cuts Rating on 1-M-1 Tranche to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service has downgraded three tranches issued by
Impac CMB Trust Series 2005-2 Collateralized Asset-Backed Bonds,
Series 2005-2. The collateral backing the deal primarily consists
of first-lien, Alt-A residential mortgages. The actions impact
approximately $169 million of RMBS issued in 2005.

Complete rating actions are as follows:

Issuer: Impac CMB Trust Series 2005-2 Collateralized Asset-Backed
Bonds, Series 2005-2

Cl. 1-A-1, Downgraded to Baa1 (sf); previously on May 11, 2010
Downgraded to A1 (sf)

Cl. 1-A-2, Downgraded to Ba2 (sf); previously on May 11, 2010
Downgraded to Baa3 (sf)

Cl. 1-M-1, Downgraded to Caa2 (sf); previously on May 11, 2010
Downgraded to B2 (sf)

RATINGS RATIONALE

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

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

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

Loan Modifications

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

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in April 2011 to 7.8% in December 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_SF313999

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


JP MORGAN 2004-S2: Moody's Cuts Ratings on 2 RMBS Tranches to Ca
----------------------------------------------------------------
Moody's Investors Service has downgraded 19 tranches from two RMBS
transactions issued by J.P. Morgan Mortgage Trust 2004-S2 and WaMu
Mortgage Pass-Through Certificates, Series 2004-S2. The collateral
backing these deals primarily consist of first-lien, fixed Jumbo
residential mortgages. The actions impact approximately $135.6
millions of RMBS issued in 2004.

Complete rating actions are as follows:

Issuer: J.P. Morgan Mortgage Trust 2004-S2

Cl. 1-A-3, Downgraded to Baa3 (sf); previously on May 10, 2012
Upgraded to Baa1 (sf)

Cl. 1-A-7, Downgraded to Baa3 (sf); previously on May 10, 2012
Upgraded to Baa1 (sf)

Cl. 5-A-1, Downgraded to Ba1 (sf); previously on May 10, 2012
Confirmed at Baa2 (sf)

Cl. 6-A-1, Downgraded to Ba2 (sf); previously on May 10, 2012
Confirmed at Baa3 (sf)

Cl. 6-A-P, Downgraded to Ba2 (sf); previously on Apr 29, 2011
Downgraded to Ba1 (sf)

Cl. 3-B-1, Downgraded to Ca (sf); previously on May 10, 2012
Downgraded to Caa3 (sf)

Cl. 2-B-2, Downgraded to Ca (sf); previously on Apr 29, 2011
Downgraded to Caa3 (sf)

Cl. 1-B-2, Downgraded to Caa3 (sf); previously on May 10, 2012
Upgraded to Caa1 (sf)

Cl. 4-A-1, Downgraded to Ba2 (sf); previously on May 10, 2012
Confirmed at Ba1 (sf)

Cl. 4-A-2, Downgraded to Ba2 (sf); previously on May 10, 2012
Downgraded to Ba1 (sf)

Cl. 4-A-3, Downgraded to B1 (sf); previously on May 10, 2012
Confirmed at Ba1 (sf)

Cl. 4-A-4, Downgraded to Ba3 (sf); previously on May 10, 2012
Confirmed at Baa3 (sf)

Cl. 4-A-5, Downgraded to Ba3 (sf); previously on May 10, 2012
Confirmed at Baa3 (sf)

Cl. 4-A-6, Downgraded to Ba1 (sf); previously on May 10, 2012
Confirmed at Baa3 (sf)

Cl. 4-A-P, Downgraded to B1 (sf); previously on Apr 29, 2011
Downgraded to Ba2 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2004-S2

Cl. 2-A-5, Downgraded to Baa1 (sf); previously on Jun 4, 2012
Confirmed at A2 (sf)

Cl. 2-A-6, Downgraded to Baa3 (sf); previously on Jun 4, 2012
Confirmed at Baa2 (sf)

Cl. 3-A-2, Downgraded to Baa1 (sf); previously on Jun 4, 2012
Upgraded to A1 (sf)

Cl. 3-A-3, Downgraded to Baa1 (sf); previously on Jun 4, 2012
Upgraded to A1 (sf)

Ratings Rationale

These actions reflect recent performance of the underlying pools
and Moody's updated loss expectations on the pools.

The actions also reflect correction of an error in the Structured
Finance Workstation (SFW) cash flow model used by Moody's in
rating these transactions, specifically in how the model handled
interest shortfall allocation among different sub-pools in
transactions with a double-ratio strip.

Double-ratio strip transactions are deals where a pool of
collateral with a varied mortgage rates supports two (or more)
groups of senior bonds with fixed coupon rates, one with a high
coupon rate and one with a low coupon rate. To support this
feature, the pool is divided into subgroups. All underlying loans
with rates at or below the bond with the lower coupon are placed
in one subgroup and all loans with rates higher than the bond with
the higher coupon are placed in another subgroup. Loans with a net
loan rate between the two rates are hypothetically split and
allocated in different proportions to the two sub-pools so that
the weighted average rate of each sub-pool matches the rate on the
respective bonds.

In the past, Moody's model commingled the principal and interest
collections from these sub-pools before allocating funds to the
respective senior bonds, first as interest and then as principal.
Under normal circumstances, this simplifying assumption works
fine. However, in the current environment of large rate
modifications, the interest and principal collections are not
enough to pay the scheduled interest and principal on the senior
bonds. Therefore, interest is first being paid in full to all
senior bonds and the remaining funds are distributed as principal,
resulting in a principal shortfall.

Commingling funds results in allocating the principal shortfall
pro-rata to the bonds. This pro-rata allocation is inaccurate
because the underlying loans that were modified were not split
pro-rata into the sub-pools. Higher rate loans, which are more
prone to rate modification, by design back the sub-pools with
higher target rates. Allocating the principal shortfall pro-rata
is thus detrimental to bonds backed by the lower target-rate sub-
pool and beneficial to bonds backed by the higher target-rate sub-
pool.

Moody's updated modeling first allocates interest shortfalls by
scaling the actual interest collected compared to the target
interest that is to be received under normal circumstances, before
distributing the available funds. This approach thus keeps track
of the level of principal shortfall resulting from each sub-pool,
and discriminates between the bonds backed by the different net
rate sub-pools.

However, the actions taken are driven by performance of the
individual pools. The correction in the model did not result in a
rating change.

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

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

Loan Modifications

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

Small Pool Volatility

The above mentioned approach is also 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 varies from 3% to 10% on average.
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 with a base rate of new
delinquency of 3.00%, the adjusted rate of new delinquency would
be 3.03%. In addition, if current delinquency levels in a small
pool are low, future delinquencies are expected to reflect this
trend. To account for that, the rate calculated above is
multiplied by a factor ranging from 0.75 to 2.5 for current
delinquencies ranging from less than 2.5% to greater than 10%
respectively. Delinquencies for subsequent years and ultimate
expected losses are projected using the approach described in the
"Pre-2005 US RMBS Surveillance Methodology" publication.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in September 2011 to 7.8% in December 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_SF312673

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

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


LB-UBS 2003-C3: Moody's Affirms 'Caa2' Rating on Class S Certs.
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed 13 classes of LB-UBS Commercial Mortgage Trust 2003-C3,
Commercial Mortgage Pass-Through Certificates, Series 2003-C3 as
follows:

Cl. A-4, Affirmed at Aaa (sf); previously on Jun 30, 2003
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Apr 20, 2006 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on Apr 20, 2006 Upgraded
to Aaa (sf)

Cl. D, Affirmed at Aaa (sf); previously on Jun 17, 2009 Upgraded
to Aaa (sf)

Cl. E, Upgraded to Aaa (sf); previously on Jun 17, 2009 Upgraded
to Aa1 (sf)

Cl. F, Upgraded to Aa1 (sf); previously on Jun 17, 2009 Upgraded
to Aa2 (sf)

Cl. G, Upgraded to Aa3 (sf); previously on Jun 17, 2009 Upgraded
to A1 (sf)

Cl. H, Upgraded to A2 (sf); previously on Jun 17, 2009 Upgraded to
A3 (sf)

Cl. J, Affirmed at Baa1 (sf); previously on Jun 17, 2009 Upgraded
to Baa1 (sf)

Cl. K, Affirmed at Baa3 (sf); previously on Jun 30, 2003
Definitive Rating Assigned Baa3 (sf)

Cl. L, Affirmed at Ba1 (sf); previously on Jun 30, 2003 Definitive
Rating Assigned Ba1 (sf)

Cl. M, Affirmed at Ba2 (sf); previously on Jun 30, 2003 Definitive
Rating Assigned Ba2 (sf)

Cl. N, Affirmed at B1 (sf); previously on Jan 20, 2012 Downgraded
to B1 (sf)

Cl. P, Affirmed at B2 (sf); previously on Jan 20, 2012 Downgraded
to B2 (sf)

Cl. Q, Affirmed at B3 (sf); previously on Jan 20, 2012 Downgraded
to B3 (sf)

Cl. S, Affirmed at Caa2 (sf); previously on Jan 20, 2012
Downgraded to Caa2 (sf)

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

Ratings Rationale

The upgrades are due primarily to paydowns from maturing and
liquidated loans and overall stable pool performance. The pool has
paid down by 32% since Moody's prior review. The upgrades also
reflect Moody's assumption that many of the maturing loans in the
pool are well-positioned for refinance.

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-CL, 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 1.9% of the current deal balance. At last review,
Moody's base expected loss was approximately 2.6%. 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 Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000 and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

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

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 8 compared to 10 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 certificate balance has decreased by 60% to $540 million
from $1.34 billion at securitization. The Certificates are
collateralized by 67 mortgage loans ranging in size from less than
1% to 17% of the pool, with the top ten loans (excluding
defeasance) representing 58% of the pool. The pool includes two
loans with investment-grade credit assessments, representing 36%
of the pool. Sixteen loans, representing approximately 22% of the
pool, are defeased and are collateralized by U.S. Government
securities.

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

Ten loans have liquidated from the pool, resulting in an aggregate
realized loss of $11 million (39% average loan loss severity).
Currently, one loan, representing less than 1% of the pool, is in
special servicing.

Moody's has assumed a high default probability for three poorly-
performing loans representing 2% of the pool. Moody's analysis
attributes to the specially serviced and troubled loans an
aggregate $3.8 million loss (22% expected loss severity overall).

Moody's was provided with full-year 2011 and partial year 2012
operating results for 96% and 76% of the performing pool,
respectively. Excluding the specially serviced and troubled loans,
Moody's weighted average LTV is 80% compared to 90% at last full
review. Moody's net cash flow reflects a weighted average haircut
of 11.6% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.8%.

Excluding the specially serviced and troubled loans, Moody's
actual and stressed DSCRs are 1.41X and 1.37X, respectively,
compared to 1.27X and 1.22X at last review. Moody's actual DSCR is
based on Moody's net cash flow (NCF) and the loan's actual debt
service. Moody's stressed DSCR is based on Moody's NCF and a 9.25%
stressed rate applied to the loan balance.

The largest loan with a credit assessment is the Polaris Fashion
Place Loan ($101 million -- 19% of the pool). The loan is secured
by a 1.6 million square foot regional mall located in Columbus,
Ohio. Mall anchors include Sears, Macy's, JCPenney, Von Maur, The
Great Indoors, and Saks Fifth Avenue. The mall has been a
consistent strong performer, and the property continues to improve
with the economic recovery. October 2012 inline occupancy was
100%, up slightly from 99% at Moody's last review. In 2011 comp
inline sales at the mall were up 10% from the prior year. Glimcher
Realty Trust is the loan sponsor. The property is also encumbered
by a $25 million B-Note, which is held outside the trust. Moody's
credit assessment and stressed DSCR are A1 and 1.78X,
respectively, compared to A2 and 1.65X at last review.

The second largest loan with a credit assessment is the Pembroke
Lakes Mall Loan ($93 million -- 17% of the pool). The loan is
secured by a 1.1 million square foot regional mall in the Fort
Lauderdale, Florida area. The mall anchors are Macy's, J.C.
Penney, Dillard's, Sears, Dillard's Men, and Macy's Home Store.
Mall performance has remained stable for the past several years.
Inline occupancy was 88% as of September 2012, down slightly from
89% in September 2011. The property is also encumbered by a $27
million B-Note, which is held outside the trust. The mall sponsor
is Chicago-based mall REIT General Growth Properties, Inc. This
mall loan was not included in the REIT's 2009 bankruptcy
proceedings. Moody's current credit assessment and stressed DSCR
are Aaa and 2.31X, respectively, compared to Aaa and 2.14X at last
review.

The top three performing conduit loans represent 14% of the pool.
The largest loan is the Broadcasting Square Loan ($43 million --
8% of the pool), which is secured by a 470,000 square foot retail
power center located in Reading, Pennsylvania. Retailers at the
center include Weiss Markets, Dick's Sporting Goods, and Babies 'R
Us. Target is the shadow anchor. Occupancy as of September 2012
was 99%, the same as at Moody's last review. Moody's current LTV
and stressed DSCR are 74% and 1.46X, respectively, compared to 76%
and 1.43X at last review.

The second largest loan is a pair of cross-collateralized
mortgages ($18 million -- 3% of the pool), which are secured,
respectively, by the Maple View Shopping Center in Grayslake,
Illinois and the Crystal Lake Shopping Center in Crystal Lake,
Illinois. Maple View is a grocery-anchored center (Jewel Food
Stores; parent company Supervalu, Inc.) with a June 2012 reported
occupancy of 92%. Crystal Lake is anchored by movie theater
operator Regal Cinemas, and was 98% occupied as of June 2012
reporting. Moody's current LTV and stressed DSCR are 71% and
1.41X, respectively, compared to 72% and 1.05X at last review.

The third largest loan is the Lynnfield Office Park Loan
($15 million -- 3% of the pool), which is secured by a 280,000
square foot office property located in Memphis, Tennessee. The
largest tenant is First Tennessee Bank (43% of property net
rentable area; lease expiration July 2018; Moody's senior
unsecured rating Baa1, negative outlook). Occupancy was 81% as of
June 2012 reporting, essentially unchanged from Moody's last
review. Moody's current LTV and stressed DSCR are 98% and, 1.13X
respectively, compared to 109% and 1.01X at last review.


LB-UBS 2005-C7: S&P Lowers Rating on Class SP-7 Notes to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
"SP" raked certificate classes from LB-UBS Commercial Mortgage
Trust 2005-C7, a U.S. commercial mortgage-backed securities (CMBS)
transaction.  At the same time, Standard & Poor's removed one
of these ratings from CreditWatch with negative implications and
three from CreditWatch developing.  In addition, Standard & Poor's
affirmed its ratings on two "SP" raked certificate classes from
the same transaction and removed both ratings from CreditWatch
developing (see list).  The CreditWatch resolutions are related to
CreditWatch placements that S&P initiated on Sept. 5, 2012.

"The rating actions follow our revaluation of the Station Place I
office building securing the fixed-rate note, which provides 100%
of the cash flow for the class "SP" raked certificates in the
transaction.  The actions follow our review of the loan structure
and our recently updated criteria for rating U.S. and Canadian
CMBS transactions, which was the primary driver of the rating
actions.  Our adjusted valuation on the office property yielded a
stressed loan-to-value ratio of 98.0% on the whole-loan balance,"
S&P said.

The property is secured by an 11-story, 707,483-square-foot office
building in Washington, D.C., that is 99.6% leased to the U.S.
Securities and Exchange Commission through April 2019.  This loan
has a whole-loan balance of $218.2 million, divided into two
portions: a senior component totaling $155.2 million and a
subordinate nonpooled component with a balance of $63.0 million.
The trust's portion of the pooled balance is $13.8 million (0.8%
of the pooled trust balance), and the $63.0 million nonpooled
portion is raked to the "SP" certificates.  The pooled portion of
the loan in LB-UBS 2005-C7 fully amortizes by 2015, while the "SP"
rake certificates that receive no principal amortization mature in
2025.  A full discussion of the methodologies employed in the
property-level analysis can be found in "CMBS Global Property
Evaluation Methodology," published on Sept. 5, 2012.

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 S&P conducted
before placing 744 U.S. and Canadian CMBS ratings on CreditWatch
following the release of S&P updated ratings criteria for these
transactions, but it was more detailed with respect to collateral
and transaction performance. For more information on the
analytic process S&P used for those CreditWatch placements, refer
to "The Application Of Standard & Poor's Revised U.S. And Canadian
CMBS Criteria For The Sept. 5, 2012, CreditWatch Actions,"
Sept. 5, 2012.

            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 LOWERED AND REMOVED FROM CREDITWATCH

LB-UBS Commercial Mortgage Trust 2005-C7

              Rating

Class      To          From                       Credit
                                                enhancement(%)
SP-2       A+ (sf)     AA(sf)/Watch Dev       N/A
SP-3       A- (sf)     A(sf)/Watch Dev        N/A
SP-4       BBB+(sf)    A-(sf)/Watch Dev       N/A
SP-7       B- (sf)     BB (sf)/Watch Neg      N/A

RATING LOWERED

LB-UBS Commercial Mortgage Trust 2005-C7

               Rating
Class      To          From                      Credit
                                                enhancement(%)
SP-1       AA (sf)     AAA(sf)                 N/A

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH

LB-UBS Commercial Mortgage Trust 2005-C7
            Rating      Rating
Class      To          From                      Credit
                                                enhancement(%)
SP-5       BBB(sf)     BBB(sf)/Watch Dev    N/A
SP-6       BB+(sf)     BB+(sf)/Watch Dev    N/A


LEHMAN MORTGAGE 2007-5: Moody's Ups Rating on 2-A4 Notes to Caa3
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the Cl. 2-A4
bond from Lehman Mortgage Trust 2007-5. The collateral backing
this deal primarily consists of first-lien, fixed Alt-A
residential mortgages.

Complete rating actions are as follows:

Issuer: Lehman Mortgage Trust 2007-5

Cl. 2-A4, Upgraded to Caa3 (sf); previously on Jan 14, 2011
Downgraded to C (sf)

Ratings Rationale

The rating action reflects a correction in Moody's interpretation
of the discrepancy in loss allocation rules between the Prospectus
Supplement and the Pooling and Servicing Agreement (PSA). The
Prospectus Supplement allows for the Cl. 2-A4 bond to act as a
support for Cl. 2-A3, while the PSA provides for the Cl. 2-A2 bond
to act as a support instead. Wells Fargo, the trustee, has
confirmed that it is following the PSA. Cl. 2-A2 is an interest-
only (IO) class. As a result, Cl. 2-A3 does not benefit from any
additional support and is receiving its pro-rata share of losses
along with Cl. 2-A4. Moody's has adjusted the rating of the Cl. 2-
A4 bond accordingly.

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

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

Loan Modifications

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

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

The primary 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 8.5% in December 2011 to 7.8% in December 2012.
Moody's expects housing prices to gradually rise 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 transaction performance.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF312669

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


MADISON SQUARE 2004-1: Fitch Cuts Ratings on 2 Note Classes to CC
-----------------------------------------------------------------
Fitch Ratings has downgraded two and affirmed three classes issued
by Madison Square 2004-1.

Key Rating Drivers:

Since Fitch's last rating action in January 2012, approximately
25.6% of the underlying collateral has been downgraded. Currently,
94.4% of the portfolio has a Fitch derived rating below investment
grade and 87.6% has a rating in the 'CCC' category and below,
compared to 91.3% and 69.4%, respectively, at the last rating
action. Over this period, the transaction has received $32.6
million in pay downs resulting in the full repayment of the class
L and M notes and $7.1 million in pay downs to the class N notes.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model (PCM) for projecting future default
levels for the underlying portfolio. Fitch also analyzed the
structure's sensitivity to the assets that are distressed,
experiencing interest shortfalls, and those with near-term
maturities. Additionally, a deterministic analysis was performed
where the recovery estimate on the distressed collateral was
modeled in accordance with the principal waterfall. An asset by
asset analysis was then performed for the remaining assets to
determine the collateral coverage for the remaining liabilities.
Based on this analysis, the credit enhancement levels for the
class N and O notes are consistent with the ratings indicated
below.

For the class P through S notes, Fitch analyzed each class'
sensitivity to the default of the distressed assets ('CCC' and
below). Given the high probability of default of the underlying
assets and the expected limited recovery prospects upon default,
the class P and Q notes have been downgraded to 'CCsf', indicating
that default is probable. Similarly, the class S notes have been
affirmed at 'Csf', indicating that default is inevitable.

The Stable Outlook on the class N notes reflects Fitch's view that
the notes will continue to delever. The Negative Outlook on the
class O notes reflects the risk of adverse selection as the
portfolio continues to amortize.

Madison Square 2004-1 is a commercial mortgage backed security
(CMBS) B-piece resecuritization that closed March 31, 2004. The
transaction is collateralized by 18 assets from six obligors from
the 1997 through 1999 vintages.

Fitch has taken these following actions as indicated:

-- $21,953,742 class N notes affirmed at 'A+sf'; Outlook to
    Stable from Negative;
-- $29,028,000 class O notes affirmed at 'BBsf'; Outlook
    Negative;
-- $39,819,972 class P notes downgraded to 'CCsf' from 'Bsf';
-- $21,072,640 class Q notes downgraded to 'CCSf' from 'Bsf';
-- $16,248,438 class S notes affirmed at 'Csf'.


MARQUETTE PARK: Moody's Hikes Rating on Class D Notes to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Marquette Park CLO Ltd:

U.S.$26,000,000 Class B Second Priority Deferrable Floating Rate
Notes Due July 2020, Upgraded to Aa2 (sf); previously on June 30,
2011 Upgraded to A2 (sf);

U.S.$9,250,000 Class C Third Priority Deferrable Floating Rate
Notes Due July 2020, Upgraded to A3 (sf); previously on June 30,
2011 Upgraded to Baa3 (sf); and

U.S.$8,750,000 Class D Fourth Priority Deferrable Floating Rate
Notes Due July 2020, Upgraded to Ba2 (sf); previously on June 30,
2011 Upgraded to Ba3 (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 June 2011. Moody's notes that the Class A
Notes have been paid down by approximately 27% or $60.7 million
since the last rating action. Based on the latest trustee report
dated November 30, 2012, the Class A, Class B, Class C, and Class
D overcollateralization ratios are reported at 135.12%, 116.44%,
110.98%, and 106.26%, respectively, versus June 2011 levels of
124.44%, 111.43%, 107.44%, and 103.91%, respectively.
Additionally, Moody's notes that the WARF has been 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 $219 million,
defaulted par of $2.3 million, a weighted average default
probability of 14.41% (implying a WARF of 2464), a weighted
average recovery rate upon default of 50.20%, and a diversity
score of 63. 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.

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

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

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

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

Moody's Adjusted WARF -- 20% (1971)

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

Moody's Adjusted WARF + 20% (2957)

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

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

Sources of additional performance uncertainties are described
below:

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

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


MID-STATE CAPITAL 2004-1: Moody's Hikes B Tranche Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of three
tranches from two RMBS transactions issued by Mid-State from 2000
and 2004. The collateral backing these transactions consists
primarily of stick-built single family homes.

Issuer: Mid-State Capital Corporation 2004-1 Trust

Cl. M-2, Upgraded to Ba1 (sf); previously on Jun 3, 2009
Downgraded to Ba3 (sf)

Cl. B, Upgraded to B2 (sf); previously on Jun 3, 2009 Downgraded
to Caa3 (sf)

Issuer: Mid-State Trust VIII

Notes, Upgraded to Ba3 (sf); previously on Jun 1, 2011 Confirmed
at B2 (sf)

Underlying Rating: Upgraded to Ba3 (sf); previously on Jun 1, 2011
Confirmed at B2 (sf)

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

Ratings Rationale

The actions are a result of the recent performance of these pools
and reflect Moody's updated loss expectations on the pools. The
methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and " US Manufactured Housing Loan ABS Surveillance
Methodology" published in December 2012.

Moody's adjusts the methodologies noted above for bonds that
financial guarantors insure.

Bonds Insured by Financial Guarantors

The Notes issued by Mid-State Trust VIII are wrapped by Ambac
Assurance Corp. (Segregated Account -- Not Rated). The credit
quality of RMBS that a financial guarantor insures reflect the
higher of the credit quality of the guarantor or the RMBS without
the benefit of the guarantee. As a result, the rating on the
security is the higher of 1) the guarantor's financial strength
rating and 2) the current underlying rating, which is what the
rating of the security would be absent consideration of the
guaranty. The principal methodology Moody's uses in determining
the underlying rating is the same methodology for rating
securities that do not have financial guaranty, described earlier.
Securities wrapped by Ambac Assurance Corporation are rated at
their underlying rating without consideration of Ambac's guaranty.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in September 2011 to 7.7% 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, updated
estimated pool losses, and sensitivity analysis may be found at:

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF312512


MERRILL LYNCH 2006-CA: Moody's Hikes Rating on L Certs. to Caa2
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of seven classes
and affirmed eight classes of Merrill Lynch Financial Assets Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2006-Canada
20 as follows:

Cl. A-2, Affirmed at Aaa (sf); previously on Oct 27, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Oct 27, 2006
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa1 (sf); previously on Jan 20, 2012 Upgraded
to Aa1 (sf)

Cl. C, Affirmed at A1 (sf); previously on Jan 20, 2012 Upgraded to
A1 (sf)

Cl. D, Affirmed at Baa2 (sf); previously on Jan 20, 2012 Upgraded
to Baa2 (sf)

Cl. E, Upgraded to Baa3 (sf); previously on Oct 1, 2009 Downgraded
to Ba2 (sf)

Cl. F, Upgraded to Ba2 (sf); previously on Oct 1, 2009 Downgraded
to B1 (sf)

Cl. G, Upgraded to B1 (sf); previously on Oct 1, 2009 Downgraded
to B3 (sf)

Cl. H, Upgraded to B2 (sf); previously on Oct 1, 2009 Downgraded
to Caa1 (sf)

Cl. J, Upgraded to B3 (sf); previously on Oct 1, 2009 Downgraded
to Caa2 (sf)

Cl. K, Upgraded to Caa1 (sf); previously on Oct 1, 2009 Downgraded
to Caa3 (sf)

Cl. L, Upgraded to Caa2 (sf); previously on Oct 1, 2009 Downgraded
to Ca (sf)

Cl. XP-1, Affirmed at Aaa (sf); previously on Oct 27, 2006
Definitive Rating Assigned Aaa (sf)

Cl. XP-2, Affirmed at Aaa (sf); previously on Oct 27, 2006
Definitive Rating Assigned Aaa (sf)

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

Ratings Rationale

The upgrades are due to lower anticipated expected losses, higher
subordination due to amortization and payoffs and overall stable
pool performance.

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
three IO Classes are consistent with the credit performance of
their respective referenced classes and thus are affirmed.

Moody's rating action reflects a base expected loss of 1.8% of the
current balance. At last review, Moody's base expected loss was
2.4%. 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,
"Moody's Approach to Rating Canadian CMBS" published in May 2000
and "Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

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

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 21 compared to 22 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 January 20, 2012.

Deal Performance

As of the December 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 28% to $426.7
million from $595.3 million at securitization. The Certificates
are collateralized by 49 mortgage loans ranging in size from less
than 1% to 9% of the pool, with the top ten non-defeased loans
representing 60% of the pool. There is one loan in the pool with
an investment-grade credit assessment, representing 6% of the
pool. Five loans, representing 5% of the pool, have defeased and
are collateralized with Canadian 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.

The pool has not experienced any losses since securitization.
Currently, there is one loan in special servicing, representing
approximately 6% of the pool. The Marriott Pooled Senior Loan
($24.5 million -- 5.7% of pool), is secured by five Marriott
flagged hotels in the Greater Toronto area. The loan represents a
50% pari passu interest in a $49.0 million first mortgage loan.
The property is also encumbered with a $23.0 million B Note. The
loan was transferred to the special servicer in August 2009 for
payment delinquency but is now current. There is a forbearance
agreement in place, which expires in February 2013. The Project
Improvement Plan (PIP) for the hotels has been completed. The
pool's performance has been stable since last review. The
properties have been marketed for sale and satisfactory bids have
been received. Moody's does not estimate any loss on this loan.

Moody's was provided with full year 2011 and a partial year 2012
operating results for 90% and 30% of the pool, respectively.
Moody's weighted average LTV is 82% compared to 79% at last
review. Moody's net cash flow reflects a weighted average haircut
of 14% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.3%.

Moody's actual and stressed DSCRs are 1.49X and 1.30X,
respectively, compared to 1.60X and 1.33X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The loan with a credit assessment is the Westview Village
Manufactured Home Loan ($26.6 million -- 6.2% of the pool), which
is secured by a 1,060 pad manufactured housing community located
in Edmonton, Alberta. The property was 99% leased as of March
2012, and has maintained an occupancy around 100% since
securitization. Property performance has improved slightly since
last review due to increased rental revenues and amortization.
Moody's credit assessment and stressed DSCR are Aa3 and 1.95X,
respectively, compared to A1 and 1.72X at last review.

The top three performing conduit loans represent 23% of the pool
balance. The largest conduit loan is the Station Tower Loan ($37.8
million -- 8.9% of the pool), which is secured by a 218,000 square
foot (SF) Class A office building located in Surrey, a suburb of
Vancouver, British Colombia. As of April 2012, the property was
99% leased, the same as last review. Performance has been stable
and the loan is benefiting from amortization. Moody's LTV and
stressed DSCR are 68% and 1.35X, respectively, compared to 70% and
1.31X at last review.

The second largest conduit loan is the Heritage Square Loan ($35.7
million -- 8.4% of the pool), which is secured by a 316,000 SF
Class A office building located in the Acadia suburb of Calgary,
Alberta. As of December 2011, the property was 98% leased, the
same as last review. The largest tenant is AMEC, which is a
leading global engineering, project management and consultancy
company. AMEC leases 63% of the net rentable area (NRA) through
August 2013. Property's performance has declined slightly since
last review due to higher expenses. Moody's LTV and stressed DSCR
are 54% and 1.94X, respectively, compared to 52% and 2.0X at last
review.

The third largest conduit loan is the Conundrum Commerce City
Portfolio Loan ($26.1 million -- 6.1% of the pool), which is
secured by a portfolio of five industrial buildings and one office
property in Ottawa, Ontario. The collateral consists of
approximately 384,000 SF. As of December 2011, the portfolio was
91% leased, essentially the same as last review. Performance has
been stable. Moody's LTV and stressed DSCR are 85% and 1.15X,
respectively, compared to 86% and 1.13X at last review.


MERRILL LYNCH 2007-CA: Moody's Affirms Caa3 Rating on Cl. L Certs.
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 15 classes of
Merrill Lynch Financial Assets Inc., Commercial Mortgage Pass-
Through Certificates, Series 2007-Canada 21 as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Jan 30, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Jan 30, 2007
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa2 (sf); previously on Jan 30, 2007 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at A2 (sf); previously on Jan 30, 2007 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed at Baa2 (sf); previously on Jan 30, 2007
Definitive Rating Assigned Baa2 (sf)

Cl. E, Affirmed at Baa3 (sf); previously on Jan 30, 2007
Definitive Rating Assigned Baa3 (sf)

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

Cl. G, Affirmed at B1 (sf); previously on Jan 20, 2012 Downgraded
to B1 (sf)

Cl. H, Affirmed at B2 (sf); previously on Jan 20, 2012 Downgraded
to B2 (sf)

Cl. J, Affirmed at B3 (sf); previously on Jan 20, 2012 Downgraded
to B3 (sf)

Cl. K, Affirmed at Caa2 (sf); previously on Jan 20, 2012
Downgraded to Caa2 (sf)

Cl. L, Affirmed at Caa3 (sf); previously on Jan 20, 2012
Downgraded to Caa3 (sf)

Cl. XP-1, Affirmed at Aaa (sf); previously on Jan 30, 2007
Definitive Rating Assigned Aaa (sf)

Cl. XP-2, Affirmed at Aaa (sf); previously on Jan 30, 2007
Definitive Rating Assigned Aaa (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 ratings of the IO Classes are consistent with the performance
of their referenced classes and are thus affirmed.

Moody's rating action reflects a base expected loss of $8.9
million or 2.9% of the current balance compared to $11.1 million
or 3.3% at last review. Moody's provides a current list of base
losses for conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment 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 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 20 compared to 22 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 20, 2012.

Deal Performance

As of the December 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 20% to $306.6
million from $385.2 million at securitization. The Certificates
are collateralized by 33 mortgage loans ranging in size from less
than 1% to 13% of the pool, with the top ten loans representing
59% of the pool.

Six loans, representing 20% 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.

No loans have been liquidated from the pool. Additionally, there
are no loans in special servicing.

Moody's has assumed a high default probability for two poorly
performing loans representing 8% of the pool and has estimated a
$4.0 million aggregate loss (17% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 operating results for 70%
of the pool. Excluding troubled loans, Moody's weighted average
LTV is 83% compared to 88% at Moody's prior review. Moody's net
cash flow reflects a weighted average haircut of 9% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.3%.

Excluding troubled loans, Moody's actual and stressed DSCRs are
1.55X and 1.29X, respectively, compared to 1.49X 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 conduit loans represent 26% of the pool balance. The
largest loan is the GTA Industrial Portfolio Loan ($38.8 million -
- 12.6% of the pool) which is secured by eight industrial
properties located in the greater Toronto area. As of March 2012,
the portfolio was 89% leased compared to 97% at last review.
Moody's LTV and stressed DSCR are 78% and 1.29X, respectively,
compared to 85% and 1.18X at last review.

The second largest loan is the McFarlane Tower Loan ($23.8 million
-- 7.7% of the pool), which is secured by an 18-story, 236,000
square foot (SF) office building located in the Downtown West
submarket of Calgary, Alberta. As of October 2012, the property
was 97% leased compared to 91% leased at last review. Performance
has improved over the loan term. Moody's LTV and stressed DSCR are
83% and 1.28X, respectively, compared to 83% and 1.26X at last
review.

The third largest loan is the 550 - 11th Avenue Office Building
Loan ($18.5 million -- 6.0% of the pool), which is secured by an
11-story, 97,000 SF office property located in the financial
district of downtown Calgary, Alberta. As of July 2012, the
property was 100% leased compared to 97% leased at last review.
Performance has improved due to a decrease in vacancy. Moody's LTV
and stressed DSCR are 98% and 1.04X, respectively, compared to
131% and 0.79X at last review.


MORGAN STANLEY 2013-C7: Moody's Rates Class G Certs. '(P)B2'
------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
fifteen classes of CMBS securities, issued by Morgan Stanley Bank
of America Merrill Lynch Trust 2013-C7 Commercial Mortgage Pass-
Through Certificates.

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

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

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

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

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

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

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

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

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

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

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

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

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

Cl. F, Assigned (P)Ba3 (sf)

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

RATINGS RATIONALE

The Certificates are collateralized by 64 fixed rate loans secured
by 123 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 1.69X is greater than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 1.03X is greater than the 2007 conduit/fusion transaction
average of 0.92X.

Moody's Trust LTV ratio of 100.4% is lower than the 2007
conduit/fusion transaction average of 110.6%.

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 22.
The transaction's loan level diversity is similar to 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 24. The transaction's property
diversity profile is similar to the indices calculated in most
multi-borrower transactions issued since 2009.

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 2.01, which is lower
than the indices calculated in most multi-borrower transactions
since 2009.

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


NASSAU COUNTY: Fitch Cuts Ratings on Seven Bonds to 'B-sf'
----------------------------------------------------------
Fitch Ratings downgrades seven classes from Nassau County Tobacco
Settlement Corporation (New York), tobacco settlement asset-backed
bonds, series 2006.

For 2012, the aggregate MSA payment was 1.97% higher than the
amount in 2011. Fitch published updated Tobacco Settlement ABS
Criteria on July 16, 2012, which included a change in the base
case assumption for the MSA payment from +1% to 0%. The rating
scale was recalibrated to reflect this change, and as a result
there were several downgrades.

The turbo and capital appreciation bonds were put on Rating Watch
Negative in July 2012 with the expectation that the change in the
base case assumption could lead to downgrades. Buckeye Tobacco
Settlement Financing Authority, 2007 (Ohio), along with Golden
State Tobacco Securitization Corporation, UNITED STATES Series
2007-1 and Nassau County Tobacco Settlement Corporation, Tobacco
Settlement Asset-Backed Bonds, Series 2006, were not reviewed with
the other ABS tobacco settlement bonds in August 2012 because the
reserve accounts of these transactions were below the minimum
required levels and required additional analysis which was
completed for this review.

Fitch uses its breakeven model to analyze tobacco performance. The
breakeven model assesses how much the MSA payment received by the
trust could decline for each bond to pay at the legal final
maturity date. The amount of the latest MSA payment that the
transaction has received, the capital structure, the reserve
account, and the bond's legal final dates are the key inputs to
the model.

Since the life of these transactions is typically long and the
cash flows can be unpredictable, qualitative adjustments may be
taken to avoid rating volatility by requiring two years of
consecutive model outputs in order to downgrade to the model
implied output. However, if more than one notch difference exists
between the current rating and the model implied rating, the bond
will be downgraded to one notch above the model output. Tobacco
ratings are capped at 'BBB+sf', based on Fitch's opinion of the
strength of the tobacco industry. All bonds with model outputs
'bbb+' and below are on Outlook Negative to address concern over a
future deterioration in cash flows.

Fitch downgrades these ratings:

-- $42,645,000 series 2006A-1 taxable senior current interest
    bonds due June 1, 2021 downgraded to 'BB+sf' from 'BBBsf';
    removed from Negative Watch and assigned a Negative Outlook;

-- $37,905,609 series 2006A-2 senior convertible bonds due
    June 1, 2026 downgraded to 'Bsf' from 'BB+'; removed from
    Negative Watch and assigned a Negative Outlook;

-- $97,005,000 series 2006A-3 senior current interest bonds
    due June 1, 2035 downgraded to 'Bsf' from 'BB+sf'; removed
    from Negative Watch and assigned a Negative Outlook;

-- $194,535,000 series 2006A-3 senior current interest bonds
    due June 1, 2046 downgraded to 'Bsf' from 'BB+sf'; removed
    from Negative Watch and assigned a Negative Outlook;

-- $10,670,013 series 2006B first subordinate capital
    appreciation bonds due June 1, 2046 downgraded to 'B-sf'
    from 'BB-sf'; removed from Negative Watch and assigned a
    Negative Outlook;

-- $9,867,332 series 2006C second subordinate capital
    appreciation bonds due June 1, 2046 downgraded to 'B-sf'
    from 'B+sf', removed from Negative Watch and assigned a
    Negative Outlook;

-- $37,604,290 series 2006D third subordinate capital
    appreciation bonds due June 1, 2060 downgraded to 'B-sf'
    from 'B+sf'; removed from Negative Watch and assigned a
    Negative Outlook.


NEUBERGER BERMAN: S&P Affirms 'BB' Rating on Class E Notes
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Neuberger Berman CLO XII Ltd./Neuberger Berman CLO XII LLC's
$357.85 million floating-rate notes following the transaction's
effective date as of Nov. 16, 2012.

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

"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 added.

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.

"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. (For more information on our criteria and our
analytical tools, see "Update To Global Methodologies And
Assumptions For Corporate Cash Flow And Synthetic CDOs," published
Sept. 17, 2009.)," S*P added

In S&P's published effective date report, S&P discussed the
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, S&P intends to
publish an effective date report each time S&P issue an effective
date rating affirmation on a publicly rated U.S. cash flow CLO.

"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 added.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at
http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Neuberger Berman CLO XII Ltd./Neuberger Berman CLO XII LLC

Class                          Rating              Amount (mil. $)
X                            AAA (sf)                      2.00
A                            AAA (sf)                    252.00
B (deferrable)               AA (sf)                      42.75
C (deferrable)               A (sf)                       27.10
D (deferrable)               BBB (sf)                     15.50
E (deferrable)               BB (sf)                      18.50
Subordinated notes           NR                           42.15

NR-Not rated.


RAIT CRE I: S&P Lowers Rating on 2 Note Classes to 'CCC-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 17
classes from RAIT CRE CDO I, Ltd. and RAIT Preferred Funding II,
Ltd., both commercial real estate collateralized debt obligation
(CRE CDO) transactions.  At the same time, Standard & Poor's
affirmed the ratings on five classes.  In addition, Standard &
Poor's removed all of these ratings from CreditWatch with negative
implications.

"The downgrades and affirmations reflect our analysis of the
transactions' liability structures and the credit characteristics
of the underlying collateral using our criteria for global CDOs of
pooled structured finance assets.  We also considered the amount
of defaulted assets in the transactions and their expected
recoveries in our analysis," S&P said.

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

RAIT CRE CDO I LTD.

According to the Dec. 20, 2012, trustee report, the transaction's
collateral totaled $988.7 million, which includes $20.5 million of
unfunded future advances.  The transaction's liabilities totaled
$962.0 million.  The liability balance at issuance was originally
$985.5 million.  The transaction's current asset pool consists of
53 whole loans/senior participations ($664.6 million, 67.2%), 73
subordinate loans/subordinate participations/preferred equity
($293.6 million, 29.7%), one REIT security ($10.0 million, 1.0%),
and unfunded future advances ($20.5 million, 2.1%).

The trustee report noted nine defaulted assets ($23.5 million,
2.4%) in the collateral pool.  We expect minimal recoveries on the
defaulted loans, all of which are subordinate positions.  We based
our recovery analysis on information provided by the collateral
manager, the special servicer, and third-party data providers.

RAIT PREFERRED FUNDING II LTD.

According to the Nov. 26, 2012, trustee report, the transaction's
collateral totaled $829.6 million, which includes $27.2 million of
unfunded future advances.  The transaction's liabilities totaled
$828.0 million.  The liability balance at issuance was originally
$828.0 million.  The transaction's current asset pool consists of
60 whole loans/senior participations ($717.8 million, 86.5%), 16
subordinate loans/subordinate participations/preferred equity
($84.6 million, 10.2%), and unfunded future advances
($27.2 million, 3.3%).

The trustee report noted two defaulted assets ($18.9 million,
2.3%) in the collateral pool. We expect minimal recoveries on the
defaulted loans, both of which are subordinate positions.  S&P
based the recovery analysis on information provided by the
collateral manager, the special servicer, and third-party data
providers.

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

According to the trustee reports, both transactions are passing
their principal coverage tests and interest coverage tests.

In addition, our analysis considers the prior cancellations of
subordinate notes in both transactions. According to the Sept. 20,
2010, trustee reports, as well as notices from the trustee, Wells
Fargo Bank N.A., certain subordinate notes were canceled before
they were repaid through the transaction's payment waterfall.  Our
ratings reflect our assessment of any risks and credit stability
considerations regarding the subordinate note cancellations.  For
details, please refer to S&P's Oct. 14, 2010, publication
regarding these transactions.

S&P will continue to review whether, in their view, the ratings
assigned to the notes remain consistent with the credit
enhancement available to support them and take rating actions as
S&P 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

RATINGS LOWERED AND REMOVED FROM CREDITWATCH

RAIT CRE CDO I Ltd.

Class     To                      From

A1A        BB- (sf)               BBB- (sf)/Watch Neg
A1B        BB- (sf)               BBB- (sf)/Watch Neg
A2         B- (sf)                BB+ (sf)/Watch Neg
B          CCC+ (sf)              B+ (sf)/Watch Neg
C          CCC+ (sf)              B+ (sf)/Watch Neg
D          CCC (sf)               B (sf)/Watch Neg
E          CCC (sf)               B- (sf)/Watch Neg
F          CCC (sf)               B- (sf)/Watch Neg
G          CCC- (sf)              CCC+ (sf)/Watch Neg
H          CCC- (sf)              CCC+ (sf)/Watch Neg

RAIT Preferred Funding II Ltd.

Class     To                    From

A2         B+ (sf)                BB+ (sf)/Watch Neg
B          CCC+ (sf)              B+ (sf)/Watch Neg
C          CCC+ (sf)              B (sf)/Watch Neg
D          CCC+ (sf)              B- (sf)/Watch Neg
E          CCC (sf)               CCC+ (sf)/Watch Neg
F          CCC (sf)               CCC+ (sf)/Watch Neg
G          CCC- (sf)              CCC (sf)/Watch Neg

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH

RAIT CRE CDO I Ltd.

Class     To                    From
J          CCC- (sf)              CCC- (sf)/Watch Neg

RAIT Preferred Funding II, Ltd.

Class     To                    From
A1R        BB+ (sf)               BB+ (sf)/Watch Neg
A1T        BB+ (sf)               BB+ (sf)/Watch Neg
H          CCC- (sf)              CCC- (sf)/Watch Neg
J          CCC- (sf)              CCC- (sf)/Watch Neg


SANTANDER DRIVE 2013-1: S&P Assigns BB+(sf) to Class E Sub. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Santander Drive Auto Receivables Trust 2013-1's
$1,292.37 million automobile receivables-backed notes series
2013-1.

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

The preliminary ratings are based on information as of Jan. 7,
2013.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

- The availability of 50.45%, 44.92%, 37.22%, 31.93%, and 28.47%
of credit support for the class A, B, C, D, and E notes,
respectively, based on stress cash flow scenarios (including
excess spread), which provide coverage of more than 3.5x, 3.0x,
2.3x, 1.75x, and 1.6x our 13.50%-14.50% expected cumulative net
loss.

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

- S&P's expectation that under a moderate ('BBB') stress
scenario, all else being equal, our ratings on the class A, B, and
C notes will remain within one rating category of the assigned
preliminary ratings during the first year, and its ratings on the
class D and E notes will remain within two rating categories of
the assigned preliminary ratings, which is within the outer bounds
of our credit stability criteria (see "Methodology: Credit
Stability Criteria," published May 3, 2010).

- The originator/servicer's history in the subprime/specialty
auto finance business.  Our analysis of six years of static pool
data on Santander Consumer USA Inc.'s lending programs.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

The Standard & Poor's 17g-7 Disclosure Report included in this
credit rating report is available at
http://standardandpoorsdisclosure-17g7.com/1221.pdf.

PRELIMINARY RATINGS ASSIGNED

Santander Drive Auto Receivables Trust 2013-1

Class     Rating       Type           Interest          Amount
                                       rate(i)      (mil. $)(i)
A-1       A-1+ (sf)    Senior          Fixed             184.00
A-2       AAA (sf)     Senior          Fixed             355.00
A-3       AAA (sf)     Senior          Fixed             294.33
B         AA (sf)      Subordinate     Fixed             137.71
C         A (sf)       Subordinate     Fixed             164.49
D         BBB (sf)     Subordinate     Fixed             109.47
E         BB+ (sf)     Subordinate     Fixed              42.37

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


SEQUOIA MORTGAGE 2013-1: Fitch Expects to Rate B-4 Certs. 'BBsf'
----------------------------------------------------------------
Fitch Ratings expects to rate Sequoia Mortgage Trust 2013-1 as
detailed below.

Fitch's stress and rating sensitivity analysis are discussed in
the presale report titled 'Sequoia Mortgage Trust 2013-1', dated
Jan. 8, 2013, which is available on Fitch's web site,
'www.fitchratings.com'.

Fitch expects to assign the following ratings:

-- $151,646,000 class 1-A1 certificate 'AAAsf'; Outlook Stable;
-- $217,189,000 class 2-A1 certificate 'AAAsf'; Outlook Stable;
-- $151,646,000 class 1-AX notional certificate 'AAAsf'; Outlook
    Stable;
-- $217,189,000 class 2-AX notional certificate 'AAAsf'; Outlook
    Stable;
-- $10,146,000 class B-1 certificate 'AAsf'; Outlook Stable;
-- $6,764,000 class B-2 certificate 'Asf'; Outlook Stable;
-- $4,576,000 class B-3 certificate 'BBBsf'; Outlook Stable;
-- $3,382,000 non-offered class B-4 certificate 'BBsf'; Outlook
    Stable;

The non-offered class B-5 certificate will not be rated.


SCHOONER TRUST 2005-3: Moody's Affirms B3 Rating on Cl. L Certs.
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 15 classes of
Schooner Trust Commercial Mortgage Pass-Through Certificates,
Series 2005-3 as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Jul 19, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Jul 19, 2005
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa2 (sf); previously on Jul 19, 2005 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at A2 (sf); previously on Jul 19, 2005 Definitive
Rating Assigned A2 (sf)

Cl. D-1, Affirmed at Baa2 (sf); previously on Jul 19, 2005
Definitive Rating Assigned Baa2 (sf)

Cl. D-2, Affirmed at Baa2 (sf); previously on Jul 19, 2005
Definitive Rating Assigned Baa2 (sf)

Cl. E, Affirmed at Baa3 (sf); previously on Jul 19, 2005
Definitive Rating Assigned Baa3 (sf)

Cl. F, Affirmed at Ba1 (sf); previously on Jul 19, 2005 Definitive
Rating Assigned Ba1 (sf)

Cl. G, Affirmed at Ba2 (sf); previously on Jul 19, 2005 Definitive
Rating Assigned Ba2 (sf)

Cl. H, Affirmed at Ba3 (sf); previously on Jul 19, 2005 Definitive
Rating Assigned Ba3 (sf)

Cl. J, Affirmed at B1 (sf); previously on Jul 19, 2005 Definitive
Rating Assigned B1 (sf)

Cl. K, Affirmed at B2 (sf); previously on Jul 19, 2005 Definitive
Rating Assigned B2 (sf)

Cl. L, Affirmed at B3 (sf); previously on Jul 19, 2005 Definitive
Rating Assigned B3 (sf)

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

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

Ratings Rationale

The affirmations 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 1.2% of the
current balance compared to 1.4% at last review. Moody's provides
a current list of base expected losses for conduit and fusion CMBS
transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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 Transactions", published on April 19, 2005, "Moody's
Approach to Rating Canadian CMBS", published in May 2000 and
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the credit assessment
level, is incorporated for loans with similar credit 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 29 compared to 32 at Moody's prior review.

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

Deal Performance

As of the December 12th, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 24% to $301.2
million from $395.9 million at securitization. The Certificates
are collateralized by 82 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 45%
of the pool. There are 13 fully defeased loans, representing 10%
of the pool, that are securitized by Canadian Government
securities.

Eight loans are on the master servicer's watch list, representing
approximately 11% of the pool. The watch list 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 to date and there
are presently no loans in special servicing.

Excluding defeased loans, Moody's was provided with full year 2011
operating results for 95% of the pool. Excluding defeased loans,
Moody's weighted average conduit LTV is 68%, essentially the same
as at Moody's prior review. Moody's net cash flow (NCF) reflects a
weighted average haircut of 12% to the most recently available net
operating income.

Excluding defeased loans, Moody's actual and stressed conduit
DSCRs are 1.50X and 1.57X, respectively, compared to 1.54X and
1.53X 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 loan with a credit assessment is the Vaughan Industrial
Portfolio ($5.4 million -- 1.9% of the pool), which is secured by
ten industrial buildings located in Vaughan, Ontario. As of
December 2011, the portfolio was 86% leased compared to 85% at
last review. At securitization, the portfolio comprisedof 17
properties, but seven have been released through defeasance. At
securitization, the loan was structured with a 15-year
amortization schedule and has amortized an additional 9% since
last review. In addition, the loan is full recourse to the
sponsor. Moody's current credit assessment and stressed DSCR are
Aa2 and 2.97X, the same as at last review.

The top three performing conduit loans represent 19% of the pool
balance. The largest loan is the Portsmouth Place Loan ($20.9
million -- 6.9% of the pool), which is secured by a 400-unit
multi-family building located in Kingston, Ontario. As of February
2012, the property was 99% leased compared to 100% at last review.
Moody's LTV and stressed DSCR are 70% and 1.20X, essentially the
same as at last review.

The second largest loan is the Corner Brook Plaza Loan ($18.1
million -- 6.0% of the pool), which is secured by a 233,347 square
foot shopping center located in Corner Brook, Newfoundland. As of
February 2012, the property was 98% leased compared to 96% at last
review. The loan was structured with a 25-year amortization
schedule at origination and has amoritized an additional 3% since
last review. Moody's LTV and stressed DSCR are 64% and 1.61X,
respectively, compared to 69% and 1.50X at last review.

The third largest loan is the Metro Self Storage Portfolio ($17.6
million -- 5.8% of the pool), which is secured by two cross-
collateralized/cross-defaulted loans. The collateral is a
portfolio of seven self-storage properties located in Halifax and
Turo, Nova Scotia. As of August 2011, the portfolio was 76%
leased, the same as at last review. The loan amortizes on a 20-
year schedule and has amortized an additional 4% since last
review. Moody's LTV and stressed DSCR are 59% and 1.69X,
respectively, compared to 62% and 1.61X at last review.



SCHOONER TRUST 2005-4: Moody's Affirms B3 Rating on Cl. L Certs.
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 14 classes of
Schooner Trust Commercial Mortgage Pass-Through Certificates,
Series 2005-4 as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Oct 27, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Oct 27, 2005
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa1 (sf); previously on Mar 2, 2011 Upgraded to
Aa1 (sf)

Cl. C, Affirmed at A1 (sf); previously on Mar 2, 2011 Upgraded to
A1 (sf)

Cl. D, Affirmed at Baa2 (sf); previously on Oct 27, 2005
Definitive Rating Assigned Baa2 (sf)

Cl. E, Affirmed at Baa3 (sf); previously on Oct 27, 2005
Definitive Rating Assigned Baa3 (sf)

Cl. F, Affirmed at Ba1 (sf); previously on Oct 27, 2005 Definitive
Rating Assigned Ba1 (sf)

Cl. G, Affirmed at Ba2 (sf); previously on Oct 27, 2005 Definitive
Rating Assigned Ba2 (sf)

Cl. H, Affirmed at Ba3 (sf); previously on Oct 27, 2005 Definitive
Rating Assigned Ba3 (sf)

Cl. J, Affirmed at B1 (sf); previously on Oct 27, 2005 Definitive
Rating Assigned B1 (sf)

Cl. K, Affirmed at B2 (sf); previously on Oct 27, 2005 Definitive
Rating Assigned B2 (sf)

Cl. L, Affirmed at B3 (sf); previously on Oct 27, 2005 Definitive
Rating Assigned B3 (sf)

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

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

Ratings Rationale

The affirmations 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 1.8% of the
current balance. At last full review, Moody's base expected loss
was 1.5%. 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 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 21 compared to 22 at Moody's prior full 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 February 22, 2012.

Deal Performance

As of the December 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 35% to $359.7
million from $551.15 million at securitization. The Certificates
are collateralized by 59 mortgage loans ranging in size from less
than 1% to 10% of the pool, with the top ten loans representing
58% of the pool. One loan, representing 4% of the pool, is
defeased and collateralized with Canadian Government securities,
the same as at last review.

Six loans, representing 16% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

The pool has not experienced any losses since securitization and
currently there are no loans in special servicing.

Moody's has assumed a high default probability for three poorly
performing loans representing 5% of the pool and has estimated a
$828,000 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 80%
of the pool. Excluding troubled loans, Moody's weighted average
LTV is 71% compared to 75% at last full review. Moody's net cash
flow reflects a weighted average haircut of 11% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 8.7%.

Excluding troubled loans, Moody's actual and stressed DSCRs are
1.56X and 1.46X, respectively, compared to 1.44X and 1.38X 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 25% of the pool balance. The
largest loan is the Southland Mall Loan ($37.3 million -- 10.4% of
the pool) which is secured by a 437,762 square foot (SF) anchored
retail center located in Regina, Saskatchewan. This property lost
its largest tenant, Wal-Mart (34% of net rentable area (NRA)) in
January 2010. The borrower has been in negotiations with potential
anchor tenants for nearly two years. Due to declined performance
and uncertainty around the timing of a replacement tenant for the
Wal-Mart space, the loan was placed on the watchlist. In October
2012, the property manger agreed to lease 31% NRA to a new anchor
through 2027, thus stabilizing the occupancy at 92%. Moody's
analysis reflects the property's stabilized occupancy. Moody's LTV
and stressed DSCR are 64% and 1.53X, respectively, compared to 72%
and 1.48X at last review.

The second largest loan is 66 Slater Street Loan ($27.5 million --
7.6% of the pool) which is secured by a 22-story 255,144 SF Class
B office building located a few blocks from the Parliament in
downtown Ottawa, Ontario. The tenant base is dominated by the
Canadian Government, which leases over 90% of the NRA. The loan is
full recourse to the borrower. Moody's analysis incorporated a
stressed cash flow due to concerns about near term lease
expirations. Moody's LTV and stressed DSCR are 80% and 1.21X,
respectively, compared to 74% and 1.31X at last review.

The third largest loan is the Nordel Crossing Shopping Centre Loan
($25.5 million -- 7.1% of the pool), which is secured by a 133,000
SF grocery-anchored retail center located in Surrey -- a suburb of
Vancouver, British Columbia. As of December 2011, the property was
99% leased, the same as at last review. Major tenants include
Save-on-Foods (33% of the NRA; lease expiration in August 2024)
and Shopper's Drug Mart (14% of the NRA; lease expiration in
September 2019). Property performance has been stable. Moody's LTV
and stressed DSCR are 81% and 1.11X, respectively, compared to 82%
and 1.10X at last review.


SIERRA CLO II: S&P Raises Rating on Class B-2L Notes to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1L, A-1LV, A-2L, A-3L, B-1L, and B-2L notes from Sierra CLO II
Ltd., a collateralized loan obligation (CLO) transaction currently
managed by Apidos Capital Management LLC.  At the same time, S&P
affirmed its rating on the class X notes (see list).

"Today's rating actions follow our performance review of Sierra
CLO II Ltd. and reflect an improvement in credit quality available
to support the notes since our February 2011 rating actions, when
we raised our ratings on six classes of notes.  For our analysis,
we observed $7.89 million in defaulted assets, down from
$9.47 million noted in the Dec. 10, 2010, trustee report, which we
referenced for our February 2011 rating actions.  Furthermore,
assets from obligors rated in the 'CCC' category were reported at
$9.4 million in November 2012, compared with $19.0 million in
December 2010.  Also, we observed that overcollateralization (O/C)
ratios were relatively stable during this period, with increases
of approximately 0.5% on average," S&P said.

Another positive factor in S&P's analysis is the increase in the
weighted-average spread to 3.8% from 3.0% since its last rating
action.  The transaction is expected to end its reinvestment
period on Jan. 22, 2013.

S&P affirmed its rating on the class X notes to reflect its belief
that the credit support available is commensurate with the current
rating.

"Our review of this transaction included a cash flow analysis to
estimate future performance, based on the portfolio and
transaction as reflected in the aforementioned trustee report.  In
line with our criteria, our cash flow scenarios applied forward-
looking assumptions on the expected default timing, pattern, and
recoveries 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.

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

          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

Sierra CLO II Ltd.

                              Rating

Class                   To            From
A-1L                    AAA (sf)     AA+ (sf)
A-1LV                   AAA (sf)     AA+ (sf)
A-2L                    AA+ (sf)     AA- (sf)
A-3L                    A+ (sf)      A (sf)
B-1L                    BBB+ (sf)    BBB (sf)
B-2L                    BB+ (sf)     BB (sf)

RATING AFFIRMED

Sierra CLO II Ltd.

Class                   Rating
X                       AAA (sf)


TRAINER WORTHAM: Fitch Raises Rating on Class A-1 Notes to 'CCsf'
-----------------------------------------------------------------
Fitch Ratings has upgraded one class, affirmed 216 classes, and
downgraded three classes from 37 structured finance collateralized
debt obligations (SF CDOs) with exposure to various structured
finance assets.

The individual rating actions for each rated CDO are detailed in
the report 'Fitch Takes Various Rating Actions on 37 SF CDOs',
dated Jan. 8, 2013. It can be found on Fitch's website at
'www.fitchratings.com' by performing a title search or by using
the link below. For further information and transaction research,
please refer to 'www.fitchratings.com'.

This review was conducted under the framework described in the
reports 'Global Structured Finance Rating Criteria' and 'Global
Rating Criteria for Structured Finance CDOs'. None of the
transactions has been analyzed within a cash flow model framework,
as the impact of structural features and excess spread, or
conversely, principal proceeds being used to pay CDO liabilities
and hedge payments, was determined to be minimal in the context of
these CDO ratings.

The rating of the class A-1 notes of Trainer Wortham First
Republic CBO V Ltd. has been upgraded to 'CCsf' from 'Csf' to
reflect improved credit enhancement (CE) levels as a result of
continued deleveraging of the capital structure. The notes have
received approximately $15.6 million in paydowns since the last
review through principal amortization and excess spread due to a
failing class A/B coverage test.

For transactions where expected losses from distressed and
defaulted assets in the portfolio (rated 'CCsf' and lower) already
significantly exceed the credit enhancement (CE) level of the most
senior class of notes, the probability of default for all classes
of notes can be evaluated without factoring potential further
losses from the remaining portion of the portfolios. Therefore,
these transactions were not modeled using the Structured Finance
Portfolio Credit Model (SF PCM).

For nine transactions where expected losses from distressed assets
did not significantly exceed the CE level of the senior class of
notes, Fitch used the SF PCM to project future losses from the
transaction's entire portfolio and compared credit enhancement of
the classes to those loss rates.

The three classes downgraded to 'Dsf' and 24 classes affirmed at
'Dsf' are non-deferrable classes that have and are expected to
continue to experience interest payment shortfalls.

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


WACHOVIA BANK 2002-C1: Moody's Cuts Rating on IO-I Secs. to Caa3
----------------------------------------------------------------
Moody's Investors Service affirmed the rating of one class and
downgraded one class of WBCMT Commercial Mortgage Securities,
Inc., Series 2002-C1 as follows:

Cl. N, Affirmed at B3 (sf); previously on May 23, 2002 Definitive
Rating Assigned B3 (sf)

Cl. IO-I, Downgraded to Caa3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale

The affirmation of the principal class is 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
class is sufficient to maintain its current rating.

The rating of the IO Class, Class XC-1 is downgraded due to the
credit quality of its references classes.

Moody's rating action reflects a base expected loss of 16.7% of
the current balance compared to 2.8% at last review. The
significant increase in base expected loss on a percentage basis
is due to the deal paying down 95% since last review. The current
base expected loss represents $2.6 million compared to $12.6
million 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 Conduit Transactions", published in September 2000,
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012 and "Moody's Approach to
Rating CMBS Large Loan/Single Borrower Transactions" published in
July 2000.

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

Moody's review also incorporated the CMBS IO calculator 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 4 compared to 25 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 certificate balance has decreased by 98% to $15.4
million from $950.0 million at securitization. The pool has paid
down 95% since last review. The Certificates are collateralized by
eight mortgage loans ranging in size from less than 1% to 31% of
the pool. One loan representing 31% of the pool has defeased and
is secured by U.S. Government Securities.

One loan, representing 8% 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.

Nineteen loans have been liquidated from the pool, resulting in
approximately a $14.1 million loss (15% loss severity overall).
Currently three loans, representing 53% of the pool, are in
special servicing. The largest specially serviced loan is the
Ahwatukee Hills Plaza Loan ($3.7 million -- 24.0% of the pool).
The loan is secured by a 32,000 square foot (SF) retail property
located in Phoenix, Arizona. The loan transferred to special
servicing on March 15, 2012 as the result of maturity default. The
loan matured on March 11, 2012. The loan is currently being
monitored while discussions are being held with the borrower
regarding a potential maturity extension. An appraisal dated May
2012 valued the property at $3.7 million.

The second largest specially serviced loan is the Cotton Building
($2.8 million - 18.0% of the pool). The loan is secured by a
34,000 SF retail property located in Phoenix, Arizona. The loan
transferred to special servicing on February 6, 2012 as the result
of maturity default. The loan matured on February 1, 2012. The
largest tenant is Staples (71% of the Net Rentable Area (NRA);
lease expiration July 2015). Negotiations with the borrower
continue to be dual tracked with foreclosure action. An appraisal
dated March 2012 valued the property at $4.5 million.

The third largest specially serviced loan is the Eastern
Marketplace Loan ($1.7 million - 10.9% of the pool). The loan is
secured by an 11,000 SF retail property located in Henderson,
Nevada. The loan transferred to special servicing on February 6,
2012 as the result of maturity default. The loan matured on
February 1, 2012. An appraisal dated March 2012 valued the
property at $1.8 million.

Moody's estimates an aggregate $2.3 million loss for the specially
serviced loans (42% expected loss on average).

Moody's was provided with full year 2011 financials for 100% and
partial year 2012 for 70% of the pool's non-specially serviced and
non-defeased loans.

Excluding specially serviced loans, Moody's weighted average LTV
is 64% compared to 76% at Moody's prior review. Moody's net cash
flow reflects a weighted average haircut of 9% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.7%.

Excluding specially serviced loans, Moody's actual and stressed
DSCRs are 1.20X and 2.06X, respectively, compared to 1.37X and
1.40X at last review. Moody's actual DSCR is based on Moody's net
cash flow (NCF) and the loan's actual debt service. Moody's
stressed DSCR is based on Moody's NCF and a 9.25% stressed rate
applied to the loan balance.

The top three conduit loans represent 15.1% of the pool. The
largest conduit loan is the Rivergreen Office Park ($1.2 million -
- 7.7% of the pool), which is secured by a 21,400 SF office
property located in Corvallis, Oregon, which is 80 miles south of
Portland. The loan was placed on the watchlist in June 2012 as the
result of a decline in occupancy. The vacant space has since been
leased. As of September 2012 the property was 100% leased. The
loan is fully amortizing and matures in August 2019. Moody's LTV
and stressed DSCR are 55% and 2.03X, respectively, compared to 49%
and 2.25X at last review.

The second largest conduit loan is the Walgreens Arlington Texas
Loan ($762,988 -- 4.9% of the pool), which is secured by 14,500 SF
single tenant retail property located in Arlington, Texas. The
property is 100% leased to Walgreens Co. until February 2077. The
loan is fully amortizing and matures in March 2022. Moody's LTV
and stressed DSCR are 41% and 2.52X, respectively, compared to 34%
and 3.05X at last review.

The third largest conduit loan is the 2120 Jimmy Durante Boulevard
Loan ($383,588 -- 2.5% of the pool), which is secured by a 17,100
SF industrial property located in Del Mar, California. As of
September 2012 the property was 94% leased. The loan is fully
amortizing and matures in May 2019. Moody's LTV and stressed DSCR
are 21% and 5.25X, respectively, compared to 22% and 5.12X at last
review.


WACHOVIA BANK 2003-C8: S&P Cuts Rating on 5 Note Classes to 'CCC-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes from two Wachovia Bank Commercial Mortgage Trust U.S.
commercial mortgage-backed securities (CMBS) transactions
and removed them from CreditWatch with positive implications.  In
addition, S&P lowered its ratings on eight classes from one of the
two U.S. CMBS transactions and removed three of these ratings from
CreditWatch with negative implications.  Concurrently, S&P
affirmed its ratings on 19 classes from these two transactions
(see list). The CreditWatch resolutions are related to CreditWatch
placements that S&P initiated on Sept. 5, 2012.

The upgrades reflect S&P's expected available credit enhancement
for the affected tranches, which S&P believes is greater than
their most recent estimate of necessary credit enhancement for the
most recent rating levels.  The upgrades also reflect S&P's views
regarding the current and future performance of the collateral
supporting the respective transactions.

"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," S&P said.

"We lowered our ratings on classes H through O from Wachovia Bank
Commercial Mortgage Trust's Series 2003-C8 (WBCMT 2003-C8)
primarily due to interest shortfalls experienced by these classes
and the timing of when we expect the interest shortfalls to be
repaid.  In addition, our analysis considered the July 18, 2012,
appraisal value of $26.3 million on the specially serviced
Regency Square Mall loan, which has a total whole-loan balance of
$84.6 million.  The whole-loan balance is divided into two pari
passu pieces, of which $42.3 million makes up 9.6% of WBCMT 2003-
C8's balance.  The other pari passu piece is in Wachovia Bank
Commercial Mortgage Trust's Series 2003-C7.  The loan currently
has a reported payment status of late but less than 30 days
delinquent.  Based on discussions with the special servicer, we
expect an appraisal reduction amount to be implemented if the loan
continues to be delinquent, resulting in additional interest
shortfalls to affect the trust.  We downgraded class G from WBCMT
2003-C8 due to reduced liquidity available to this class resulting
from continued interest shortfalls," S&P added.

"The affirmations of the principal and interest certificates
reflect our expected available credit enhancement for the affected
tranches, which we believe will remain consistent with the most
recent estimate of necessary credit enhancement for the current
rating levels.  The affirmed ratings also acknowledge our
expectations regarding the current and future performance of
the collateral supporting the respective transaction.  Our rating
actions on the two WBCMT transactions also considered the
magnitude of near-term maturing non-defeased performing loans
(74.1% in Wachovia Bank Commercial Mortgage Trust's Series 2003-C6
[WBCMT 2003-C6] and 55.6% in WBCMT 2003-C8) as well as
consideration of liquidity available to these classes," S&P noted.

S&P affirmed its ratings on the interest-only (IO) certificates
based on our current criteria for rating IO securities.

"The rating actions follow a detailed review of the performance of
the collateral supporting the relevant securities and transaction
structures.  This review was similar to the review we conducted
before placing 744 U.S. and Canadian CMBS ratings on CreditWatch
following the release of our updated ratings criteria for these
transactions but was more detailed with respect to collateral and
transaction performance.  For more information on the analytic
process we used for those CreditWatch placements, refer to "The
Application Of Standard & Poor's Revised U.S. And Canadian CMBS
Criteria For The Sept. 5, 2012, CreditWatch Actions," published
Sept. 5, 2012.

           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

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates Series 2003-C6

Class  To         From               Credit enhancement (%)

A-4    AAA (sf)   AAA (sf)                            41.82
B      AAA (sf)   AAA (sf)                            34.82
C      AAA (sf)   AAA (sf)                            31.74
D      AAA (sf)   AA+ (sf)/Watch Pos                  25.86
E      AA+ (sf)   AA (sf)/Watch Pos                   22.49
F      A+ (sf)    A+ (sf)                             18.29
G      A (sf)      A (sf)                              15.21
H      A- (sf)     A- (sf)                             12.13
J      BBB- (sf)  BBB- (sf)                            8.77
K      BB (sf)     BB (sf)                              6.53
L      BB- (sf)    BB- (sf)                             5.41
M      B+ (sf)     B+ (sf)                              4.29
N      B (sf)      B (sf)                               3.17
O      B- (sf)     B- (sf)                              2.33
IO     AAA (sf)   AAA (sf)                              N/A

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates Series 2003-C8

Class  To          From               Credit enhancement (%)
A-3    AAA (sf)   AAA (sf)                            38.04
A-4    AAA (sf)   AAA (sf)                            38.04
B      AAA (sf)   AA+ (sf)/Watch Pos                  31.43
C      AA+ (sf)   AA (sf)/Watch Pos                   28.39
D      AA- (sf)   AA- (sf)                            22.05
E      A+ (sf)    A+ (sf)                             19.02
F      A- (sf)    A- (sf)                             15.44
G      BB+ (sf)   BBB (sf)                            12.68
H      B- (sf)    BB+ (sf)                             9.10
J      CCC (sf)   BB (sf)                              7.44
K      CCC- (sf)  BB- (sf)                             6.06
L      CCC- (sf)  B+ (sf)/Watch Neg                    4.96
M      CCC- (sf)  B (sf)/Watch Neg                     4.41
N      CCC- (sf)  B- (sf)/Watch Neg                    3.31
O      CCC- (sf)  CCC+ (sf)                            2.76
X-C    AAA (sf)   AAA (sf)                              N/A

N/A--Not applicable.


WACHOVIA BANK 2006-C25: Fitch Cuts Rating on $6.7MM Certs to 'Dsf'
------------------------------------------------------------------
Fitch Ratings has downgraded 12 classes and affirmed 11 classes of
Wachovia Bank Commercial Mortgage Trust 2006-C25 (WBCMT 2006-C25)
commercial mortgage pass-through certificates.

Key Rating Drivers

The downgrades reflect an increase in Fitch expected losses across
the pool, largely attributed to increased losses on specially
serviced assets based on recent valuations obtained by the special
servicer.

Fitch modeled losses of 10% of the remaining pool; expected losses
on the original pool balance total 10.3%, including losses already
incurred. The pool has experienced $50.5 million (1.8% of the
original pool balance) in realized losses to date. Fitch has
designated 36 loans (35.6%) as Fitch Loans of Concern, which
includes 11 specially serviced assets (8.7%).

As of the December 2012 distribution date, the pool's aggregate
principal balance has been reduced by 14.4% to $2.45 billion from
$2.86 billion at issuance. Per the servicer reporting, one loan
(0.1% of the pool) has defeased since issuance. Interest
shortfalls are currently affecting classes G through S.

The largest contributor to lossesis an real estate owned (REO)
portfolio of 10 office properties and one retail property located
in Cincinnati, OH (3.3% of the pool balance). The asset was
transferred to special servicing in July 2011 due to imminent
monetary default. A deed-in-lieu transaction closed in June 2012.
While most recent portfolio occupancy was reported at 82%,
significant tenant roll was imminent. The properties are expected
to be marketed for sale in the first half of this year.

The next largest contributor to losses is secured by a 650,000
square foot (sf) office property located in Jacksonville, FL
(3.5%). The loan was modified by the special servicer in August
2011 after the largest tenant vacated the property. While the
borrower had a replacement tenant lined up, which has since taken
occupancy; the loan was bifurcated into an A/B structure with the
borrower also infusing new equity to fund related leasing costs.
The b-note is subordinate to this borrower equity.

The third largest contributor to losses is an office property
located in the Buckhead sub-market of Atlanta, GA (2.7%). Recent
historical sub-market performance has been weak. As of September
2012, occupancy at the property was reported at 75% with 7% roll
expected through 2013. The property is considered overleveraged.

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

-- $218.3 million class A-J to 'BBsf' from 'Asf', Outlook Stable;
-- $10.7 million class B to 'BBsf' from 'BBBsf', Outlook to
    Negative from Stable;
-- $35.8 million class C to 'Bsf' from 'BBB-sf', Outlook to
    Negative from Stable;
-- $32.2 million class D to 'CCCsf' from 'BBsf', RE 100%;
-- $17.9 million class E to 'CCCsf' from 'BBsf', RE 0%;
-- $32.2 million class F to 'CCsf' from 'CCCsf', RE 0%;
-- $32.2 million class G to 'CCsf' from 'CCCsf', RE 0%;
-- $32.2 million class H to 'Csf' from 'CCCsf', RE 0%;
-- $32.2 million class J to 'Csf' from 'CCsf', RE 0%;
-- $32.2 million class K to 'Csf' from 'CCsf', RE 0%;
-- $6.7 million class P to 'Dsf' from 'Csf', RE 0%;
-- $0 class Q to 'Dsf' from 'Csf', RE 0%.

Fitch affirms these classes as indicated:

-- $32.1 million class A-3 at 'AAAsf', Outlook Stable;
-- $7.7 million class A-PB1 at 'AAAsf', Outlook Stable;
-- $75.8 million class A-PB2 at 'AAAsf', Outlook Stable;
-- $723.7 million class A-4 at 'AAAsf', Outlook Stable;
-- $500 million class A-5 at 'AAAsf', Outlook Stable;
-- $303.5 million class A-1A at 'AAAsf', Outlook Stable;
-- $286.2 million class A-M at 'AAAsf', Outlook Stable;
-- $10.7 million class L at 'Csf', RE 0%;
-- $10.7 million class M at 'Csf', RE 0%;
-- $10.7 million class N at 'Csf', RE 0%;
-- $7.2 million class O at 'Csf', RE 0%.

Fitch previously withdrew the rating on the interest-only class IO
certificates. Classes A-1 and A-2 are paid in full.


WACHOVIA BANK 2006-WHALE7: Moody's Affirms 'C' Ratings on 2 Certs
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three pooled
classes and affirmed the ratings of seven classes of Wachovia Bank
Commercial Mortgage Pass-Through Certificates, Series 2006-WHALE
7. Moody's rating action is as follows:

Cl. A-2, Upgraded to Aaa (sf); previously on Aug 30, 2012 Upgraded
to A2 (sf)

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

Cl. B, Upgraded to Aa3 (sf); previously on Aug 30, 2012 Upgraded
to Baa1 (sf)

Cl. C, Upgraded to Baa1 (sf); previously on Aug 30, 2012 Upgraded
to Ba1 (sf)

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

Cl. MB-1, Affirmed at B2 (sf); previously on Oct 27, 2011
Downgraded to B2 (sf)

Cl. MB-2, Affirmed at B3 (sf); previously on Oct 27, 2011
Downgraded to B3 (sf)

Cl. MB-3, Affirmed at Caa1 (sf); previously on Oct 27, 2011
Downgraded to Caa1 (sf)

Cl. MB-4, Affirmed at Caa2 (sf); previously on Oct 27, 2011
Downgraded to Caa2 (sf)

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

Ratings Rationale

The upgrades are due to decrease in leverage as a result of loan
pay offs. 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 rating of the IO Class, Class X-1B, is consistent with the
expected credit performance of its referenced classes and thus is
affirmed. Moody's does not rate pooled classes D, E, F, G, H, J, K
and L which provide additional credit support for the more senior
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 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 CMBS IO
calculator ver1.1 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 August 30, 2012.

Deal Performance

As of the December 17, 2012 Payment Date, the transaction's
aggregate certificate balance decreased by 47% from last review to
approximately $1.09 Billion. The Certificates are collateralized
by five floating rate whole loans and senior interests in whole
loans. The loans range in size from 3% to 65% of the pooled
balance. The pool's Herfindahl Index is 2 compared to 3 at last
review.

Moody's weighted average pooled LTV ratio is over 100% compared to
90% at last review. Moody's weighted average stressed DSCR for
pooled trust debt is 1.06X compared to 1.31X at last review.

Total outstanding Advances for this transaction is $22.7 million,
and interest shortfalls totaling $140,615 affect the rake classes
associated with the 4000 MacArthur Boulevard Loan (MB-1, MB02, MB-
3 and MB-4) have been incurred to the trust as of the current
distribution date. Generally, interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs) and
extraordinary trust expenses. There have been no pooled losses to
date.

The largest loan in the pool is secured by a fee and leasehold
interests in The Boca Resort Hotel Pool Loan ($607 million, or 65%
of pooled balance plus $148 million of rake bonds within the
trust), secured by five hotel properties and one golf course
located in Boca Raton, Ft. Lauderdale and Naples, FL. The sponsor
is The Blackstone Group. Moody's does not rate the four rake bonds
associated with this loan (Classes BH-1, BH-2, BH-3 and BH-4).
There is additional debt in the form of non-trust junior component
and mezzanine debt outside the trust.

The loan matured in August 2011, and a forbearance agreement has
been executed between the borrower and the servicer. As part of
the agreement, principal paydowns have been made, and forbearance
period will continue through August 2013. Net cash flow for year-
end 2011 was $58 Million, and NCF for the trailing twelve month
period ending June 2012 was also $58 Million. Moody's weighted
average LTV for the pooled portion is 106%, and including rakes is
132%. Moody's current credit assessment for the pooled portion is
Caa1, same as last review.

The second largest loan in the pool, the Jameson Inn Loan ($161
million, or 15% of pooled balance), has been in special servicing
since July 2011, and matured in August 2011. The senior loan is
currently in bankruptcy; however, Moody's expects an exit in the
near future. The new sponsor, Colony Capital LLC, will partner
with Aimbridge Hospitality as the new operator, and plans to
reflag the properties as Quality Inns and Baymont Suites. The 103
limited service hotel portfolio totals 6,617 guestrooms and are
located in 12 states across southeastern and midwestern US. The
portflio's NCF has continued to slide since 2009, albeit slowly.
The portfolio achieved NCF of $22.1 million in 2011, and NCF for
the trailing twelve month period ending August 2012 was $21.5
million. Moody's current credit assessment for this loan is Caa2.

The third largest loan in the pool, the Westin Aruba Resort & Spa
Loan ($97 million, or 9% of pooled balance plus $3.3 million of
rake bond within the trust), has been in special servicing since
November 2008, and matured in April 2009. In May 2009, the trust
foreclosed on the Deed of Pledges of the parent entity of the
borrower and the borrower to minimize Aruba specific tax
implications. In addition to the outstanding advances totaling $23
million, certain legal and tax issues still remain unresolved. The
property's performance showed positive momentum in 2011 over those
of 2010. Full year 2011 EBITDA was $3.1 million, up for $2.3
million achieved in 2010. However, EBITDA for the first ten months
of 2012 was $0.8 million, down by 63% from $2.1 million achieved
during the same period in 2011. The current credit assessment for
this loan is C.


* Moody's Takes Rating Actions on $186-Mil. Alt-A RMBS Tranches
---------------------------------------------------------------
Moody's Investors Service has upgraded 10 tranches and downgraded
20 tranches from 3 RMBS transactions issued by CSMC, CSAB, and
Banc of America Funding. The collateral backing these deals
primarily consists of first-lien, fixed Alt-A residential
mortgages. The actions impact approximately $186 million of RMBS
issued in 2007.

Complete rating actions are as follows:

Issuer: Banc of America Funding 2007--5 Trust

Cl. 3-A-2, Downgraded to Ca (sf); previously on Nov 5, 2010
Confirmed at Caa3 (sf)

Cl. 5-A-1, Downgraded to Caa1 (sf); previously on Nov 5, 2010
Downgraded to B2 (sf)

Cl. 6-A-1, Downgraded to Caa1 (sf); previously on Nov 5, 2010
Downgraded to B1 (sf)

Issuer: CSAB Mortgage-Backed Trust Series 2007-1

Cl. 2-A-2, Upgraded to Caa3 (sf); previously on Nov 19, 2010
Downgraded to Ca (sf)

Cl. 2-A-3, Upgraded to Caa3 (sf); previously on Nov 19, 2010
Downgraded to Ca (sf)

Cl. 2-A-4, Upgraded to Caa3 (sf); previously on Nov 19, 2010
Downgraded to Ca (sf)

Cl. 2-A-5, Upgraded to Caa3 (sf); previously on Nov 19, 2010
Downgraded to Ca (sf)

Cl. 2-A-6, Upgraded to Caa3 (sf); previously on Nov 19, 2010
Downgraded to Ca (sf)

Cl. D-P, Upgraded to Caa3 (sf); previously on Nov 19, 2010
Downgraded to C (sf)

Cl. D-X, Downgraded to Ca (sf); previously on Feb 22, 2012
Upgraded to Caa3 (sf)

Issuer: CSMC Mortgage-Backed Trust Series 2007-3

Cl. 2-A-1, Downgraded to Caa3 (sf); previously on Oct 12, 2010
Downgraded to Caa2 (sf)

Cl. 2-A-2, Downgraded to Caa3 (sf); previously on Oct 12, 2010
Downgraded to Caa2 (sf)

Cl. 2-A-4, Downgraded to Caa3 (sf); previously on Oct 12, 2010
Downgraded to Caa2 (sf)

Cl. 2-A-10, Downgraded to Caa3 (sf); previously on Oct 12, 2010
Downgraded to Caa2 (sf)

Cl. 2-A-12, Downgraded to Caa3 (sf); previously on Oct 12, 2010
Downgraded to Caa2 (sf)

Cl. 2-A-13, Downgraded to Caa3 (sf); previously on Oct 12, 2010
Downgraded to Caa2 (sf)

Cl. 2-A-15, Downgraded to Caa3 (sf); previously on Oct 12, 2010
Downgraded to Caa2 (sf)

Cl. 2-A-16, Downgraded to Caa3 (sf); previously on Oct 12, 2010
Downgraded to Caa2 (sf)

Cl. 2-A-17, Downgraded to Caa3 (sf); previously on Oct 12, 2010
Downgraded to Caa2 (sf)

Cl. 2-A-18, Downgraded to Caa3 (sf); previously on Oct 12, 2010
Downgraded to Caa2 (sf)

Cl. 2-A-19, Downgraded to Caa3 (sf); previously on Oct 12, 2010
Downgraded to Caa2 (sf)

Cl. 3-A-2, Upgraded to Caa2 (sf); previously on Oct 12, 2010
Downgraded to Caa3 (sf)

Cl. 3-A-4, Upgraded to Caa2 (sf); previously on Oct 12, 2010
Downgraded to Caa3 (sf)

Cl. 4-A-1, Downgraded to Caa1 (sf); previously on Oct 12, 2010
Downgraded to B3 (sf)

Cl. 4-A-2, Downgraded to C (sf); previously on Oct 12, 2010
Confirmed at Ca (sf)

Cl. 4-A-3, Upgraded to Ba2 (sf); previously on Oct 12, 2010
Upgraded to B3 (sf)

Cl. 4-A-7, Upgraded to Ba2 (sf); previously on Feb 22, 2012
Upgraded to B3 (sf)

Cl. 4-A-14, Downgraded to C (sf); previously on Oct 12, 2010
Confirmed at Ca (sf)

Cl. A-X, Downgraded to Caa1 (sf); previously on Feb 22, 2012
Upgraded to B3 (sf)

Cl. A-P, Downgraded to Caa2 (sf); previously on Oct 12, 2010
Confirmed at Caa1 (sf)

Ratings Rationale

These actions reflect recent performance of the underlying pools
and Moody's updated loss expectations on the pools.

The actions also reflect correction of an error in the Structured
Finance Workstation (SFW) cash flow model used by Moody's in
rating these transactions, specifically in how the model handled
interest shortfall allocation among different sub-pools in
transactions with a double-ratio strip.

Double-ratio strip transactions are deals where a pool of
collateral with a variable weighted average net mortgage rate
supports two (or more) groups of senior bonds with fixed coupon
rates, one with a high coupon rate and one with a low coupon rate.
To support this feature, the pool is divided into subgroups. All
underlying loans with rates at or below the bond with the lower
coupon are placed in one subgroup and all loans with rates higher
than the bond with the higher coupon are placed in another
subgroup. Loans with a net loan rate between the two rates are
hypothetically split and allocated in different proportions to the
two sub-pools so that the weighted average rate of each sub-pool
matches the rate on the respective bonds.

In the past, Moody's model commingled the principal and interest
collections from these sub-pools before allocating funds to the
respective senior bonds, first as interest and then as principal.
Under normal circumstances, this simplifying assumption works
fine. However, in the current environment of large rate
modifications, the interest and principal collections are not
enough to pay the scheduled interest and principal on the senior
bonds. Therefore, interest is first being paid in full to all
senior bonds and the remaining funds are distributed as principal,
resulting in a principal shortfall.

Commingling funds results in allocating the principal shortfall
pro-rata to the bonds. This pro-rata allocation is inaccurate
because the underlying loans that were modified were not split
pro-rata into the sub-pools. Higher rate loans, which are more
prone to rate modification, by design back the sub-pools with
higher target rates. Allocating the principal shortfall pro-rata
is thus detrimental to bonds backed by the lower target-rate sub-
pool and excessively beneficial to bonds backed by the higher
target-rate sub-pool.

Moody's updated modeling first allocates interest shortfalls by
scaling the actual interest collected compared to the target
interest that is to be received under normal circumstances, before
distributing the available funds. This approach thus keeps track
of the level of principal shortfall resulting from each sub-pool,
and discriminates between the bonds backed by the different net
rate sub-pools.

The actions taken are driven by performance of the individual
pools and less by the modeling update.

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

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

Loan Modifications

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

Small Pool Volatility

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

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

To project losses on Alt-A pools with fewer than 100 loans,
Moody's first calculates an annualized delinquency rate based on
vintage, number of loans remaining in the pool and the level of
current delinquencies in the pool. For Alt-A pools, Moody's first
applies a baseline delinquency rate of 10% for 2005, 19% for 2006
and 21% for 2007. Once the loan count in a pool falls below 76,
this rate of delinquency is increased by 1% for every loan fewer
than 76. For example, for a 2005 pool with 75 loans, the adjusted
rate of new delinquency is 10.1%. Further, to account for the
actual rate of delinquencies in a small pool, Moody's multiplies
the rate calculated above by a factor ranging from 0.20 to 2.0 for
current delinquencies that range from less than 2.5% to greater
than 50% respectively. Moody's then uses this final adjusted rate
of new delinquency to project delinquencies and losses for the
remaining life of the pool under the approach described in the
methodology publication.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in September 2011 to 7.8% in December 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_SF314001

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

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


* S&P Takes Various Rating Actions on 37 Classes From 5 CMBS Deals
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
classes from three U.S. commercial mortgage-backed securities
(CMBS) transactions and removed eight of these ratings from
CreditWatch with positive implications.  Concurrently, S&P lowered
its ratings on three classes from one U.S. CMBS transaction and
removed them from CreditWatch with negative implications.
Furthermore, S&P affirmed its ratings on 22 classes from five U.S.
CMBS transactions and removed one rating from CreditWatch with
negative implications.  Lastly, S&P withdrew its 'AA- (sf)' rating
on class B-4 from DLJ Commercial Mortgage Corp.'s series 1998-CF1
(DLJ 1998-CF1) (see list).  The CreditWatch resolutions are
related to CreditWatch placements that S&P initiated on Sept. 5,
2012.

The upgrades reflect Standard & Poor's expected available credit
enhancement for the affected tranches, which S&P believe is
greater than its most recent estimate of necessary credit
enhancement for the most recent rating levels.  The upgrades also
reflect S&P's views regarding the current and future performance
of the collateral supporting the respective transactions.

"The downgrades reflect our views regarding the current and future
performance of the collateral supporting the respective
transactions.  As a result, our expected available credit
enhancement for the affected tranches is less than our most recent
estimate of necessary credit enhancement for the most recent
rating levels.  The lowered ratings also take into consideration
the liquidity for each class and acknowledge our expectations
regarding the current and future performance of the collateral
supporting the respective transactions" S&P said.

"The affirmations of the principal and interest certificates
primarily reflect our expected available credit enhancement for
the affected tranches, which we believe will remain consistent
with the most recent estimate of necessary credit enhancement for
the current rating levels.  The affirmed ratings also take into
consideration the liquidity for each class and acknowledge our
expectations regarding the current and future performance of the
collateral supporting the respective transactions," S&P added.

The affirmations of S&P's ratings on the interest-only (IO)
certificates reflect its current criteria for rating IO
securities.

The withdrawal of our 'AA- (sf)' rating on class B-4 from DLJ
1998-CF1 follows the full repayment of the class' principal
balance, as noted in the Dec. 17, 2012, trustee remittance report.

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 S&P conducted
before placing 744 U.S. and Canadian CMBS ratings on CreditWatch
following the release of its updated ratings criteria for these
transactions, but was more detailed with respect to collateral and
transaction performance.  For more information on the analytic
process S&P used for those CreditWatch placements, refer to "The
Application Of Standard & Poor's Revised U.S. And Canadian CMBS
Criteria For The Sept. 5, 2012, CreditWatch Actions," published
Sept. 5, 2012.

          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

Bank of America N.A.-First Union National Bank Commercial Mortgage
Trust Commercial mortgage pass-through certificates series 2001-3

                Rating
Class     To             From           Credit Enhancement (%)

G         AAA (sf)       AA- (sf)/Watch Pos        88.37
H         AAA (sf)       A (sf)/Watch Pos          74.30
J         A+ (sf)        BBB+ (sf)                 60.23
K         B+ (sf)        B+ (sf)                   30.68
L         B- (sf)        B- (sf)                   22.24
M         CCC- (sf)      CCC- (sf)                 13.79
XC        AAA (sf)       AAA (sf)                    N/A

DLJ Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 1998-CF1

                Rating
Class     To             From           Credit Enhancement (%)
B-4       NR             AA- (sf)                    N/A
B-5       BBB+ (sf)      BBB+ (sf)                 65.94
B-6       B+ (sf)        B+ (sf)/Watch Neg         25.16

GE Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2004-C1

                Rating
Class     To             From           Credit Enhancement (%)
A-3       AAA (sf)       AAA (sf)                  27.74
A-1A      AAA (sf)       AAA (sf)                  27.74
B         AAA (sf)       AA+ (sf)/Watch Pos        22.18
C         AAA (sf)       AA (sf)/Watch Pos         19.86
D         AAA (sf)       A+ (sf)/Watch Pos         15.45
E         A+ (sf)        A- (sf)                   13.37
F         A- (sf)        BBB+ (sf)                 10.35
G         BBB (sf)       BBB (sf)                   8.50
H         BBB- (sf)      BBB- (sf)                  5.95
J         BB (sf)        BB (sf)                    4.56
K         BB- (sf)       BB- (sf)                   3.17
L         B (sf)         B (sf)                     2.24
M         CCC+ (sf)      CCC+ (sf)                  1.08
N         CCC (sf)       CCC (sf)                   0.38
X-1       AAA (sf)       AAA (sf)                    N/A

GMAC Commercial Mortgage Securities Inc.
Commercial mortgage pass-through certificates series 2002-C2

                Rating
Class     To             From           Credit Enhancement (%)
K         AAA (sf)       BB+ (sf)/Watch Pos        97.11
L         A+ (sf)        BB- (sf)/Watch Pos        77.49
M         BB+ (sf)       B (sf)/Watch Pos          57.87
N         CCC+ (sf)      CCC+ (sf)                  25.17
O         CCC (sf)       CCC (sf)                   12.09

GMAC Commercial Mortgage Securities Inc.
Commercial mortgage pass-through certificates series 2004-C2

                Rating
Class     To             From           Credit Enhancement (%)
A-1A      AAA (sf)       AAA (sf)                   9.23
A-3       AAA (sf)       AAA (sf)                   9.23
A-4       AAA (sf)       AAA (sf)                   9.23
B         BBB+ (sf)      AA (sf)/Watch Neg          5.07
C         BB+ (sf)       A+ (sf)/Watch Neg          3.37
D         CCC- (sf)      BB+ (sf)/Watch Neg         0.35
X-1       AAA (sf)       AAA (sf)                    N/A

NR- Not rated.
N/A- Not applicable.


* S&P Lowers Rating on Four CDO Transactions to 'D'
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
on four classes from four U.S. synthetic corporate collateralized
debt obligation (CDO) transactions (see list).

The lowered ratings follow losses due to credit events, which
caused the rated notes to incur principal losses.

          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

Credit and Repackaged Securities Ltd.

Series 2006-1
                                 Rating

Class                    To                  From
Notes                    D (sf)              CCC- (sf)

Eirles Two Ltd.

Series 241
                                 Rating
Class                    To                  From
                         D (sf)              CCC- (sf)

Lorally CDO Ltd. Series 2006-1

                                 Rating
Class                    To                  From
Tranche B                D (sf)              CCC- (sf)

UBS AG

US$10 mil (Jersey Branch), SALS 2007-3 Notes due June 20, 2014
Series 4695
                                 Rating
Class                    To                  From
Notes                    D (sf)              CCC- (sf)


* S&P Lowers Rating on 59 Classes From 17 U.S. RMBS Deals
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 59
classes from 17 U.S. residential mortgage-backed securities (RMBS)
transactions and removed 48 of them from CreditWatch with negative
implications and seven of them from CreditWatch with developing
implications.  S&P also raised its ratings on eight classes from
three transactions and removed four of them from CreditWatch
positive and two of them from CreditWatch developing.  In
addition, S&P affirmed its ratings on 62 classes from 20
transactions and removed nine of them from CreditWatch negative
and four of them from CreditWatch developing.  S&P also withdrew
its ratings on 10 classes from three transactions, one of which
S&P withdrew after
lowering it.  S&P's ratings on these 10 classes were on
CreditWatch negative.

The transactions in this review were issued between 2002 and 2007
and are backed primarily by adjustable- and fixed-rate Alt-A and
Neg-am mortgage loans secured primarily by first liens on one- to
four-family residential properties.

"On Aug. 15, 2012, we placed our ratings on 83 classes from 21
transactions within this review on CreditWatch negative, positive,
or developing, along with ratings from a group of other RMBS
securities after implementing our recently revised criteria for
surveilling pre-2009 U.S. RMBS ratings.  Ratings that we placed on
CreditWatch negative accounted for approximately 57% of the
actions, CreditWatch developing accounted for approximately 36%,
and CreditWatch positive accounted for approximately 7%.  We
completed our review using the new methodology and assumptions and
today's rating actions resolve some of the CreditWatch
placements," S&P said.

An overview of the directional change of the CreditWatch
resolutions is as follows:

                                 3 or fewer       More than 3
From         Affirmations       notches          notches
                                Up      Down      Up      Down

Watch Pos          0           1        0         3        0
Watch Neg          9           0       19         0       29
Watch Dev          4           1        4         1        3

The high number of CreditWatch negative placements reflected S&P's
projection that remaining losses for most of the transactions in
this review will increase.  S&P may have also placed its 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 its
revised criteria.

Increases in projected losses resulted from one or more of the
following factors:

   -- An increase in our default and loss multiples at higher
       investment-grade rating levels;

   -- A substantial portion of nondelinquent loans now
       categorized as reperforming (many of these loans have been
       modified) with a default frequency of between 30% and 45%;

   -- Increased roll-rates for 30- and 60-day delinquent loans;
      and

   -- An overall continued elevated level of observed loss
       severities.  S&P used deal or shelf-specific loss
       severities for the majority of the transactions within this
       review: 64% of the Alt-A and 44% of the Neg-am structures
       had loss severities that were greater than the default loss
       severity for its respective cohort.

                                             No. deals/Structures
Shelf Name                                           reviewed

Credit Suisse First Boston Mtg Sec. Corp. (CSF0)        1/2
Alternative Loan Trust  (CWA0)                          1/1
Deutsche Alt-A Securities Mortgage Loan Tr (DAA0)       2/3
Deutsche Alt-B Securities Mortgage Loan Tr (DAB0)       1/1
DSLA Mortgage Loan Trust  (DSLA)                        1/1
Greenpoint Mortgage Funding Trust  (GPM0)               1/1
Impac CMB Trust  (IMHE)                                 2/3
MortgageIT Trust  (MIT0)                                1/1
Merrill Lynch Mortgage Investors Trust (MLM0)           2/2
Morgan Stanley Mortgage Loan Trust  (MSM0)              1/3
Residential Asset Securitization Trust  (RAS0)          1/1
RALI Trust (RFC0)                                       2/2
Structured Asset Mortgage Investments II Tr  (SAMI)     2/3
Structured Adjustable Rate Mortgage Loan Tr  (SAR0)     2/3
Terwin Mortgage Trust  (TWM0)                           1/1
WaMu Mortgage Pass-Through Certificates Tr (WMS0)       2/3

Shelf     No. IG       No. Non-IG   No. IG to    No. Down/up
Name      affirmed     affirmed     non-IG       >3 notches

CSF0       4            1            0            0/0
CWA0       0            2            8            8/0
DAA0       0            4            0            1/0
DAB0       2            0            0            0/0
DSLA       0            2            2            2/0
GPM0       0            4            0            0/0
IMHE       0            0            1            2/0
MIT0       0            2            0            0/1
MLM0       0            3            1            1/3
MSM0       0            10           5            5/0
RAS0       1            6            0            0/0
RFC0       0            2            2            3/0
SAMI       0            4            3            3/0
SAR0       5            4            1            0/0
TWM0       1            0            2            5/0
WMS0       0            5            2            2/0

IG -- Investment Grade

The tables below detail information by vintage and on each
reviewed shelf as of November 2012.

Structure Count

Vintage   Alt-A   Neg-Am
2002      2
2003      1
2004      5       1
2005      6       3
2006      5       3
2007      3       2

Total DQ (%)

Vintage   Alt-A   Neg-Am
2002      15.81
2003      14.32
2004      11.50    22.73
2005      22.26    33.82
2006      31.51    30.11
2007      38.95    43.09

Severe Delinquencies (%)

Vintage   Alt-A   Neg-Am
2002       8.45
2003       9.36
2004      10.16    15.85
2005      17.20    29.03
2006      27.21    24.76
2007      35.16    38.57

Losses And Delinquencies*

Shelf     Avg. pool    Cum. loss   Serious DQ    Total DQ
Name      factor (%)   avg. (%)    avg. (%)      avg. (%)
CSF0      10.95         2.31       19.75         21.61
CWA0      24.19         1.03       11.30         14.28
DAA0      38.74        21.03       35.16         38.95
DAB0      34.87        22.01       31.07         35.40
DSLA      11.02         3.89       15.85         22.73
GPM0      26.22         9.55       24.11         26.10
IMHE       5.61         0.41        3.12          4.77
MIT0      36.88        12.80        8.82         13.66
MLM0      30.22        10.24       20.10         26.65
MSM0      33.69        12.13       28.70         32.28
RAS0      42.82         4.06       16.37         25.58
RFC0       3.76         0.56        8.45         15.81
SAMI      26.86        15.85       35.39         40.00
SAR0       5.84         1.45       13.72         16.58
TWM0      17.69        11.72       18.90         23.62
WMS0      37.83        13.00       24.76         30.11

* Cumulative losses represent the percentage of the original pool
   balance, and total and severe delinquencies represent the
   percentage of the current pool balance.

In line with the factors described above, S&P revised its
remaining loss projections for all of the transactions in this
review from its previous projections.  A majority of these
transactions had increased loss projections and as a result, 42%
of the rating actions in this review were downgrades and most of
the remaining actions were affirmations.

"Despite the increase in remaining projected losses for a majority
of the transactions, we upgraded eight classes from three
transactions.  The upgrades reflect sufficient credit enhancement
to support projected losses at the respective rating level.  Some
of these classes are the most senior tranches outstanding in their
respective transactions.  Our decisions on these classes primarily
reflected the structural mechanics of these transactions, namely
situations where cumulative loss triggers embedded in the deals
have failed, causing principal to be distributed sequentially,
which helps prevent credit support erosion and increases the
likelihood that these tranches will receive their full share of
principal payments prior to the realization of our projected
losses.  Other classes have been upgraded due to an extended loss
curve that increases the amount of excess spread available for
credit support in our projections.  Lastly, the upgrades of some
senior classes that receive principal and interest from a
particular loan group were the result of projections of better
group level performance," S&P said.

S&P affirmed its ratings on 62 classes from 20 transactions and
removed nine of them from CreditWatch negative and four of them
from CreditWatch developing.  S&P rates 44 of these classes 'CCC
(sf)' or 'CC (sf)'.  S&P believes that the projected credit
support for these classes will remain insufficient to cover the
revised projected losses.  Conversely, the affirmations for
classes with
ratings above 'CCC' reflect our opinion that the credit support
for these classes will remain sufficient to cover the revised
projected losses.

"We lowered our ratings on 59 classes from 17 transactions.  Of
the lowered ratings, we downgraded 27 classes out of investment-
grade, including seven that we downgraded to 'CCC (sf)' and one
with a rating that we subsequently withdrew.  Another 23 ratings
remain at investment-grade after being lowered.  The remaining
downgraded classes already had speculative-grade ratings prior to
the actions.  We downgraded one class to 'D (sf)' due to observed
principal write-downs," S&P said.

Senior tranches accounted for the bulk of the lowered ratings
(51); the remaining downgrades affected mezzanine classes.
Contrary to the characteristics that distinguished the upgrades
and affirmations highlighted above, these downgraded tranches
generally did not exhibit either a high priority in payment or a
short projected life.

The downgrades were primarily due to significantly greater
lifetime loss projections driven by increased loss severities and
loans classified as reperforming, which caused an increase in
S&P's projected default rates on nondelinquent loans.  Also,
ratings that S&P lowered but remain at investment-grade were
primarily driven by the increased stress multiples applied to
ratings 'A (sf)' and above.

"We withdrew our ratings on six classes from two transactions in
accordance with our interest-only criteria because the referenced
classes no longer sustained ratings above 'A+ (sf)'.  In addition,
we withdrew our ratings on classes 3-A, 3-M-1, 3-M-2, and 3-B from
Impac CMB Trust 2004-3 because the related structure had less than
20 loans outstanding.  Prior to withdrawal, the rating on class 3-
B from this transaction was lowered to 'B- (sf)' due to tail risk
associated with the loan group of the respective class.  We
address tail risk in transactions by conducting additional loan-
level analysis that stresses the loan concentration risk within
the applicable transactions," S&P noted.

"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 noted.

Subordination, overcollateralization (when available), and excess
interest as applicable generally provide credit support for these
Alt-A and Neg-am transactions.  Some classes may also benefit from
bond insurance.  In these cases, the long-term rating on the class
reflects the higher of the rating on the bond insurer and the
underlying credit rating on the security without the benefit of
such bond insurance.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com


* S&P Lowers Rating on 2 Sec. Classes from 4 CMBS Deals to 'CCC-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on one class
from one U.S. commercial mortgage-backed securities (CMBS)
transaction and removed it from CreditWatch with positive
implications.  In addition, S&P lowered its ratings on 15 classes
from three U.S. CMBS transactions and removed 12 of these ratings
from CreditWatch with negative implications.  Concurrently, S&P
affirmed its ratings on 11 classes from two U.S. CMBS
transactions.  S&P also withdrew its 'BBB+ (sf)' rating on the
class B certificates from Banc of America Commercial Mortgage
Inc.'s series 2002-PB2 (BACM 2002-PB2), a U.S. CMBS transaction,
and removed it from CreditWatch with positive implications
(see list).  The CreditWatch resolutions are related to
CreditWatch placements that S&P initiated on Sept. 5, 2012.

"The upgrade of class C from BACM 2002-PB2 reflects Standard &
Poor's expected available credit enhancement for the affected
tranch, which we believe is greater than our most recent estimate
of necessary credit enhancement for the most recent rating levels.
The upgrade also reflects our views regarding the current and
future performance of the collateral supporting the respective
transactions.  Our rating action considered five ($136.6 million,
87.3%) of the seven remaining assets in the pool that are with the
special servicer, current and potential interest shortfalls
related to the specially serviced assets, as well as liquidity
available to this class.  According to the Dec. 11, 2012, trustee
remittance report, interest shortfalls from interest not advanced
due to the master servicer's nonrecoverable determination or
appraisal subordinate entitlement reduction amounts totaling
$731,834 were in effect for four of the five specially serviced
assets ($136.6 million, 87.3%)," S&P said.

"The downgrades reflect our expected available credit enhancement
for the affected tranches, which we believe is less than our most
recent estimate of necessary credit enhancement for the most
recent rating levels.  The downgrades also reflect our views
regarding the current and future performance of the collateral
supporting the respective transactions as well as liquidity
support available to the trust.  The downgrades of the class E and
F certificates from JPMorgan Chase Commercial Mortgage Securities
Corp.'s series 2004-CIBC10 (JPMC 2004-CIBC10) are due to reduced
liquidity available to these classes and the potential for these
classes to experience interest shortfalls in the near future from
the specially serviced assets, particularly, the Continental Plaza
real estate owned asset.  Our analysis considered that the asset
has a trust balance of $88.0 million (7.5%) and a total reported
exposure of $104.5 million.  An updated appraisal dated Nov. 18,
2011, valued the property at $48.3 million.  An appraisal
reduction amount of $56.6 million is currently in effect and we
expect interest shortfalls stemming from this asset to continue to
affect the trust in the near term. We expect additional interest
shortfalls related to this asset to affect the trust if the
appraisal value of the property continues to decline and the
exposure balance continues to increase," S&P added.

"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 noted.

S&P affirmed its ratings on the interest-only (IO) certificates
based on its current criteria for rating IO securities.

S&P withdrew its rating on the class B principal and interest
certificates from BACM 2002-PB2 and removed it from CreditWatch
with positive implications, following the full repayment of the
class' principal balance as detailed in the Dec. 11, 2012, trustee
remittance report.

"The rating actions follow a detailed review of the performance of
the collateral supporting the relevant securities and transaction
structures.  This review was similar to the review we conducted
before placing 744 U.S. and Canadian CMBS ratings on CreditWatch
following the release of our updated ratings criteria for these
transactions, but was more detailed with respect to collateral and
transaction performance.  For more information on the analytic
process we used for those CreditWatch placements, refer to "The
Application Of Standard & Poor's Revised U.S. And Canadian CMBS
Criteria For The Sept. 5, 2012, CreditWatch Actions," published
Sept. 5, 2012, 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

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2004-CIBC10

           Rating

Class  To         From               Credit enhancement (%)

A-5    AAA (sf)   AAA (sf)                            29.95
A-6    AAA (sf)   AAA (sf)                            29.95
A-1A   AAA (sf)   AAA (sf)                            29.95
A-J    AAA (sf)   AAA (sf)                            19.93
B      A (sf)     AA (sf)/Watch Neg                   14.71
C      A- (sf)    AA- (sf)/Watch Neg                  13.25
D      BBB (sf)   A+ (sf)/Watch Neg                   12.00
E      B+ (sf)    BBB (sf)                            10.54
F      CCC- (sf)  B+ (sf)                              8.66
X-1    AAA (sf)   AAA (sf)                             N/A

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2003-LN1

           Rating

Class  To         From               Credit enhancement (%)

A-1    AAA (sf)   AAA (sf)                            19.90
A-2    AAA (sf)   AAA (sf)                            19.90
A-1A   AAA (sf)   AAA (sf)                            19.90
B      AAA (sf)   AAA (sf)                            15.77
C      AA+ (sf)   AA+ (sf)                            14.16
D      AA- (sf)   AA (sf)/Watch Neg                   10.57
E      A- (sf)    A+ (sf)/Watch Neg                    8.77
F      BBB-(sf)   BBB (sf)/Watch Neg                   6.80
G      BB (sf)    BB+ (sf)/Watch Neg                   5.18
H      B (sf)     BB- (sf)/Watch Neg                   3.21
J      B- (sf)    B+ (sf)/Watch Neg                    2.49
K      CCC (sf)   B (sf)/Watch Neg                     1.05
L      CCC- (sf)  CCC+ (sf)                            0.33
X-1    AAA (sf)   AAA (sf)                              N/A

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2004-PNC1

           Rating

Class  To         From               Credit enhancement (%)

B      AA- (sf)   AA+ (sf)/Watch Neg                  11.13
C      A   (sf)   AA- (sf)/Watch Neg                   9.26

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2002-PB2

           Rating

Class  To         From               Credit enhancement (%)

B      NR         BBB+ (sf)/Watch Pos                   N/A
C      BB+ (sf)   B+ (sf)/Watch Pos                   97.13

NR - Not rated.
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.
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sell any security of any kind.  It is likely that some entity
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Each Tuesday edition of the TCR contains a list of companies with
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Don't be fooled.  Assets, for example, reported at historical cost
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The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
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                           *********

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

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