TCR_Public/110515.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, May 15, 2011, Vol. 15, No. 133

                            Headlines

505 CLO III: Moody's Raises Rating on $15MM Class E Notes From Ba1
1888 FUND: Moody's Upgrades $47MM Class C Notes to 'Ba1(sf)'
ABACUS 2005-3: S&P Lowers Ratings on 2 Classes to 'D' Amid Losses
ABACUS 2006-NS2: S&P Lowers Ratings on Class N Notes to 'D'
ABERDEEN LOAN: S&P Raises Rating on Class E Notes to 'B+'

ABFC ASSET-BACKED: Moody's Confirms Ca Rating on One Tranche
ABN AMRO: Moody's Cuts Ratings of 23 Tranches
AERCO LTD: S&P Lowers Rating on Class A3 Notes to 'BB-'
AMERICAN HOME: Moody's Takes Action on Six Second Lien RMBS
ANSONIA CDO: S&P Cuts Ratings on 3 Classes to 'D' on Shortfalls

ANTHRACITE 2005-HY2: S&P Affirms 'CCC-' Rating on Class F Notes
ANTHRACITE CDO: Moody's Downgrades Ratings on Nine CRE CDO Classes
ARES ENHANCED: Moody's Upgrades Ratings on CLO Notes
ARMSTRONG LOAN: Moody's Upgrades Ratings of CLO Notes
ATHERTON: Fitch Affirms Ratings on Series 2010A & B Bonds at 'BB'

BANC OF AMERICA: Moody's Affirms C-Level Ratings on 6 Classes
BANC OF AMERICA: Moody's Affirms Junk Rating on Cl. L Certs.
BANC OF AMERICA: Moody's Cuts Ratings on 3 Classes of BACM 2004-3
BANC OF AMERICA: Moody's Cuts Rating on Class A-1 to 'C'
BANC OF AMERICA: Moody's Puts Ratings on 6 Classes on Review

BANC OF AMERICA: Moody's Ups Rating on Class P Certs. to 'Caa2'
BANC OF AMERICA: S&P Withdraws 'CCC' Rating on Class N Certs.
BAYVIEW FINANCIAL: Fitch Downgrades Ratings on 8 Classes
BEAR STEARNS: Fitch Downgrades 10 Classes of BSCMSI 2005-PWR8
BEAR STEARNS: Fitch Takes Various Actions on Series 2003-Top10

BEAR STEARNS: Moody's Affirms 15 CMBS Classes of BSCMS 2002-PBW1
BEAR STEARNS: Moody's Cuts Rating on 2002 RMBS Class I-B-4 to 'C'
BEAR STEARNS: Moody's Upholds Ratings on 25 Classes
BEAR STEARNS: S&P Lowers Ratings on 2 Classes of Certs. to 'D'
BEAR STEARNS: S&P Lowers Ratings on Class P CMBS to 'CCC'

BMI CLO: S&P Gives 'BB' Rating on Class D Notes
CALCULUS CMBS: Moody's Downgrades Resecuritization Trust Rating
CAPITAL PROJECT: S&P Lowers Rating on 2000F-1 Revenue Bonds to 'C'
CARLYLE HIGH YIELD: Moody's Upgrades Ratings of CLO Notes
CARLYLE HIGH YIELD: Moody's Upgrades the Ratings of CLO Notes

CASTLE 2003-1: Moody's Sees No Negative Impact on ABS Ratings
CBA COMMERCIAL: Moody's Holds Ratings on 7 CMBS Classes
CBA COMMERCIAL: Moody's Holds Ratings on 5 CMBS Classes
CENTERLINE 2007: Moody's Affirms Ratings on 14 CRE CDO Classes
CFCRE COMM'L: Moody's Gives Definitive Ratings to CFCRE 2011-C1

CHARLIE MAC: Moody's Acts on $56 Million of Prime Jumbo RMBS
CHASE MORTGAGE: Moody's Downgrades Ratings on Three Tranches
CHL MORTGAGE: Moody's Takes Action on Prime Jumbo RMBS
CHL MORTGAGE: Moody's Upgrades Rating of Class A-4 Bond to 'Ba1'
CITIGROUP COMM'L: Moody's Affirms 25 CMBS Classes of CGCMT 2005-C3

CITIGROUP COMMERCIAL: S&P Cuts Ratings on 7 Classes to 'D'
COBALT CMBS: S&P Lowers Ratings on 5 Classes of Certs. to 'D'
COBALTS SERIES: Moody's Cuts Sprint Capital Cert. Rating to Ba3
COLTS 2005-2: Fitch Affirms 4 Classes of Notes; Revises Outlooks
COLTS 2007-1: Fitch Affirms 5 Classes; LS Ratings Revised

CORPORATE BACKED: Moody's Cuts Sprint-Backed Certs. Rating to Ba3
CREDIT SUISSE: Moody's Affirms 12 and Downgrades Five CMBS Classes
CREDIT SUISSE: Moody's Cuts Rating of RMBS 2002 Class B-4 to 'C'
CREDIT SUISSE: S&P Lowers Rating on Class H Certs. to 'D'
CREST 2004-1: Moody's Downgrades Ratings on 13 CRE CDO Classes

CS FIRST: Moody's Affirms Ratings on 12 Classes of Certificates
CS FIRST: Moody's Affirms Ratings on Three CMBS Classes
CS FIRST: Moody's Holds Junk Ratings on Class I & J
CSFB COMMERCIAL: Moody's Holds Ratings on 18 Classes of Certs.
DAVIS HEALTH: Moody's Cuts Bond Rating to 'Ba1'; Outlook Negative

DAVIS SQUARE: S&P Lowers Ratings on Six Tranches to 'CC'
DELTA AIR: S&P Raises Rating on Class B Certs. to 'BB+'
DFR MIDDLE MARKET: Moody's Upgrades Ratings on 4 Classes of Notes
DSLA MORTGAGE: S&P Lowers Ratings on Two Classes of Notes to 'D'
FIRST NATIONAL: Fitch Removes 6 Classes From Watch Negative

FIRST UNION: Moody's Affirms Ratings on Four CMBS Classes
FIRST UNION: Moody's Affirms Ratings on Six CMBS Classes
FORGE ABS: S&P Lowers Ratings on Eight Classes of Notes to 'D'
FRANKLIN CLO: Moody's Upgrades Ratings of CLO Notes
G-STAR 2002-1: Moody's Affirms Ratings of Five CRE CDO Classes

GLACIER FUNDING: Moody's Cuts Ratings on 2 Classes to 'Caa3'
GMACM MORTGAGE: Moody's Takes Action on Prime Jumbo RMBS
GREENWICH CAPITAL: Moody's Downgrades 5 Classes of GCCFC 2005-GG5
GREENWICH CAPITAL: Moody's Downgrades Ratings on Three CRE CDO
GS MORTGAGE: Moody's Affirms Series 2005-ROCK Rating

GS MORTGAGE: S&P Lowers Ratings on 3 Classes to 'D' on Shortfalls
GS MORTGAGE: S&P Lowers Ratings on Two Classes of Certs. to 'D'
GSC CAPITAL: Moody's Hikes Rating on $16.2MM Class F Notes to Caa1
GSC PARTNERS: Moody's Upgrades Ratings on CLO Notes
GULF STREAM: Moody's Raises US$32.5MM Class D Notes to Ba1 (sf)

HAMPTON ROADS: Moody's Affirms 'Ba2' Rating on Class I Bonds
HARBOR SERIES: Moody's Downgrades Four 2006-1 CRE CDO Classes
HARBOR SERIES: Moody's Downgrades Four 2006-2 CRE CDO Classes
HELIOS SERIES I: S&P Lowers Rating on Class B Notes to 'CCC-'
HERTZ CORP: Moody's Places Certificate Ratings on Review

HERTZ CORP: Moody's Raises $32.5MM Class D Note Rating to Ba2(sf)
HERTZ COMPANY: S&P Puts 'B-' Ratings on Class A & B Units on Watch
HIGH GRADE: S&P Retains 'CCC-' Ratings on 2 Classes of Notes
JP MORGAN: Moody's Attaches New Ratings on JPMCC 2003-C1
JP MORGAN: Moody's Affirms Ratings on 17 CMBS Classes

JP MORGAN: Moody's Affirms 13 CMBS Classes of JPMCC 2002-CIBC4
JP MORGAN: Moody's Affirms 17 CMBS Classes JPMCC 2004-CIBC8
KEY COMMERCIAL: Moody's Affirms Ratings on 13 CMBS Classes
KKR FINANCIAL: Moody's Upgrades Ratings on 5 Classes of Notes
LANDMARK II CDO: Moody's Upgrades CLO Notes Rating to 'Ba1'
LASALLE COMMERCIAL: Moody's Affirms Two CMBS Classes Rating at 'C'
LASALLE COMMERCIAL: Moody's Affirms 4 CMBS Classes of 2007-MF5
LASALLE COMMERCIAL: Moody's Affirms 3 CMBS Classes of 2006-MF4
LASALLE COMMERCIAL: Moody's Affirms C Rating on 2 CMBS Classes
LASALLE COMMERCIAL: Moody's Affirms Ratings on Four CMBS Classes

LAWRENCE COUNTY: Moody's Upgrades LOC Rating From 'Ba3'
LB-UBS 2003-C1: Fitch Cuts Ratings on 3 Classes
LB-UBS COMMERCIAL: Moody's Affirms Ratings on 23 CMBS Classes
LEGG MASON: S&P Affirms 'BB+' Ratings on Class A-2 & B Notes
LNR CDO III: Moody's Downgrades 2 and Affirms 7 CRE CDO Classes

MARICOPA COUNTY: Moody's Holds B3 Rating on Housing Revenue Bonds
MARKET SQUARE: Moody's Upgrades Ratings of CLO Notes
MARYLAND ECONOMIC: Moody's Affirms 'B3' Rating on Housing Bonds
MASTR ASSET: Moody's Downgrades $5 Million of Prime Jumbo RMBS
MASTR ASSET: Moody's Downgrades $1.5 Billion of Prime Jumbo RMBS

MASTR ASSET: Moody's Junks Rating on Cl. 1-A-1
MERRILL LYNCH: DBRS Confirms 'C' Rating on Class F
MERRILL LYNCH: Moody's Affirms Ratings on 22 CMBS Classes
MERRILL LYNCH: Moody's Holds Ratings on 20 Classes of Certs.
MESA TRUST: Moody's Withdraws Ratings of $1.2 Mil of Subprime RMBS

METROPOLITAN WEST: Fitch Holds Junk Ratings on 3 Classes of Notes
MILL REEF: S&P Cuts Ratings on 3 Classes to 'D' Following Loss
ML-CFC: S&P Lowers Ratings on Two Classes of Certs. to 'D'
MONTEBELLO: Moody's Cuts Participation Certificates Rating to Ba1
MORGAN STANLEY: Fitch Downgrades 10 Classes of MSCI 2005-HQ5

MORGAN STANLEY: Moody's Affirms 17 CMBS Classes of MSC 2004-TOP15
MORGAN STANLEY: Moody's Affirms 15 CMBS Classes of MSC 2003-IQ5
MORGAN STANLEY: Moody's Affirms Ratings on Six Classes of Certs.
MORGAN STANLEY: Moody's Cuts Rating on Class G Certs. to 'Caa3'
MORGAN STANLEY: S&P Lowers Two Classes of Certs. Ratings to 'D'

MORGAN STANLEY: S&P Lowers Ratings on Three Classes to 'D'
MORGAN STANLEY: S&P Lowers Rating on Class IA Notes to 'D'
MORGAN STANLEY: S&P Lowers Rating on Class IIA Notes to 'D'
MORGAN STANLEY: S&P Withdraws 'CCC-' Rating on Class IA Notes
MRU STUDENT: S&P Lowers Class D Notes Rating to 'CCC-'

NORTH STREET: S&P Lowers Class D Notes Rating From 'CCC-' to 'D'
NORTH STREET: S&P Lowers Two Classes of Notes Ratings to 'D'
NORTH TEXAS: Moody's Withdraws Ratings for Eight Notes
OCEANVIEW CBO: S&P Lowers Rating on Class A-1B Notes to 'CC'
ORCHID STRUCTURED: S&P Lowers Ratings on 2 Classes of Notes to 'D'

PARK AT WELLS: Moody's Affirms Rating on Housing Revenue Bonds
PINNACLE POINT: S&P Lowers Ratings on Three Classes to 'D'
PNC MORTGAGE: Moody's Affirms 8 CMBS Classes of PNCMA 2000-C1
PNC MORTGAGE: Moody's Affirms 12 CMBS Classes of PNCMA 2000-C2
PPLUS TRUST: Moody's Downgrades Certificate Rating to Ba3

PREFERRED TERM: Moody's Downgrades TRUP CDO Notes
RAMP SERIES: Moody's Downgrades $28-Mil. GMAC-RFC Subprime RMBS
RAMP SERIES: S&P Lowers Rating on Class M-3 Notes to 'CC'
RASC SERIES: Moody's Downgrades $66 Mil. of Subprime RMBS
REGIONAL DIVERSIFIED: Moody's Downgrades TRUP CDO Notes Rating

RENTAL CAR: Moody's Reviews Ratings on Asset Backed Securities
RESI FINANCE: Moody's Takes Action on Synthetic Jumbo RMBS
RESIDENTIAL REINSURANCE: S&P Rates Class 2011-2 Notes 'B-'
SANTANDER DRIVE: DBRS Puts BB Provisional Rating on Class E Notes
SANTANDER DRIVE: Moody's Assigns 'Ba2' Rating to Class E Notes

SASCO 2008-C2: S&P Affirms Rating on Class A Notes at 'CC'
SATURNS TRUST: S&P Puts 'B-' Ratings on Class A & B Units on Watch
SCORE SPC: S&P Lowers Rating on Class K Notes to 'D'
SEAWALL 2006: Moody's Affirms Ratings on Five CRE CDO Classes
SEAWALL 2007-1: Moody's Affirms Ratings on 8 CRE CDO Classes

SEAWALL SPC: Moody's Affirms Rating on One CRE CDO Class
SEAWALL SPC: Moody's Affirms Series 2007-1 D2 Rating at 'C'
SEQUOIA MORTGAGE: Moody's Downgrades $102-Mil. Of Prime Jumbo RMBS
STARTS PLC: S&P Withdraws 'CCC-' Rating on Series 2007-24 Notes
STEERS HIGH-GRADE: Moody's Downgrades Five Trust Units

STEERS HIGH-GRADE: Moody's Downgrades Four Trust Units
STRUCTURED ASSET: S&P Junks Ratings on Certificates
STRUCTURED REPACKAGED: Moody's Cuts Certificate Rating to Ba3
TAXABLE WORLD: Moody's Affirms Ba1 CTL Rating of Revenue Bonds
TCW ASSET: Fitch Holds Junk Ratings on 2 Classes of Notes

TCW HIGH: Fitch Affirms Junk Rating on Class IV Notes
TERIP NO. 1: S&P Withdraws 'CCC-' Ratings on Six Classes of Notes
UNION SQUARE: Moody's Upgrades CLO Notes Ratings
WACHOVIA BANK: Moody's Affirms 19 CMBS Classes of WBCMT 2004-C11
WACHOVIA BANK: Moody's Affirms 23 CMBS Classes of WBCMT 2007-C32

WACHOVIA BANK: Moody's Affirms 21 CMBS Classes Ratings
WACHOVIA BANK: Moody's Affirms Junk Rating on Class K of Certs.
WACHOVIA BANK: S&P Affirms Rating on Class L Certs. at 'BB'
WACHOVIA BANK: S&P Lowers Ratings on 5 Classes of Certs. to 'D'
WAMU COMMERCIAL: S&P Lowers Ratings on Two Classes of Certs to 'D'

WOODWARD ACADEMY: S&P Withdraws 'BB+' Rating on Revenue Bonds
ZAIS INVESTMENT: S&P Cuts Ratings on 4 Classes to 'D'

* S&P Lowers Ratings on 12 Classes of US CMBS Deals to 'D'
* S&P Lowers Ratings on 88 Classes From 39 Transactions to 'CC'
* S&P Takes Rating Actions on 7,389 Classes of 2005-2007 RMBS


                            *********



505 CLO III: Moody's Raises Rating on $15MM Class E Notes From Ba1
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by 505 CLO III Ltd.:

  * US$62,000,000 Class B Senior Secured Floating Rate Notes
    due August 2018, Upgraded to Aaa (sf); previously on
    September 3, 2010 Upgraded to Aa1 (sf)

  * US$48,000,000 Class C Senior Secured Floating Rate Notes
    due August 2018, Upgraded to Aaa (sf); previously on
    September 3, 2010 Upgraded to A2 (sf)

  * US$25,000,000 Class D Secured Deferrable Floating Rate
    Notes due August 2018, Upgraded to Aa1 (sf); previously on
    September 3, 2010 Upgraded to Baa2 (sf)

  * US$15,000,000 Class E Secured Deferrable Floating Rate
    Notes due August 2018, Upgraded to A1 (sf); previously on
    September 3, 2010 Upgraded to Ba1 (sf)

                          Ratings Rationale  

According to Moody's, the rating actions taken on the notes
result primarily from the delevering of the Class A-1 and Class
A-2 Notes, which have been paid down by approximately 75% or
$211 million since the last rating action in September 2010.  As
a result of the delevering, the overcollateralization ratios have
increased since the last rating action in September 2010.  As of
the latest trustee report dated March 29, 2011 the Class A/B, and
Class C overcollateralization ratios increased to 283.2% and
208.5% respectively, versus July 2010 levels of 167.5% and 147.0%,
respectively.

Moody's also notes that the credit profile of the underlying
portfolio has been relatively stable since the last rating action.
Based on the March 2011 trustee report, the weighted average
rating factor is 3771 compared to 3631 in July 2010, and
securities rated Caa1 and below make up approximately 28.2% of the
underlying portfolio versus 24.5% in July 2010.  The deal also
experienced a decrease in defaults.  In particular, the dollar
amount of defaulted securities has decreased to about $15 million
from approximately $22 million in July 2010.

While the transaction has benefited from delevering, Moody's notes
that the rating action on the Class D and Class E Notes reflects
the consideration of a low likelihood that the Class D and Class E
Notes may defer interest in the future.  The risk of deferral
exists due to the high weighted average coupon of the rated notes
as well as limited cash flow based on scheduled interest and
principal proceeds.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs,"
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 $397 million, defaulted par of $16 million, a
weighted average default probability of 31.15% (implying a WARF of
5663), a weighted average recovery rate upon default of 43.87%,
and a diversity score of 24.  These 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.

505 CLO III Ltd., issued in August of 2008, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans of middle market issuers.

The principal methodology used in the rating was "Moody's Approach
to Rating Collateralized Loan Obligations" published in August
2009.

Other considerations incorporated in the rating were "Updated
Approach to the Usage of Credit Estimates in Rated Transactions"
published in October 2009.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.  In addition, due to the low
diversity of the collateral pool, CDOROM 2.8 was used to simulate
a default distribution that was then applied as an input in the
cash flow model.

For securities whose default probabilities are assessed through
credit estimates ("CEs"), Moody's applied additional default
probability stresses by assuming an equivalent of Caa3 for CEs
that were not updated within the last 15 months, a 1.5 notch-
equivalent assumed downgrade for CEs last updated between 12-15
months ago, and a 0.5 notch-equivalent assumed downgrade for CEs
last updated between 6-12 months ago.  For each CE where the
related exposure constitutes more than 3% of the collateral pool,
Moody's applied a 2-notch equivalent assumed downgrade (but only
on the CEs representing in aggregate the largest 30% of the pool)
in lieu of the aforementioned stresses.  Notwithstanding the
foregoing, in all cases the lowest assumed rating equivalent is
Caa3.

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% (4530)
Class A: 0
Class B: 0
Class C: 0
Class D: 0
Class E: +1

Moody's Adjusted WARF + 20% (6795)
Class A: 0
Class B: 0
Class C: 0
Class D: -3
Class E: -3

Moody's notes that this transaction is subject to a high level
of macroeconomic uncertainty, as evidenced by 1) uncertainties
of credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior, and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

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

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

3. Exposure to credit estimates: The deal is exposed to a large
number of securities whose default probabilities are assessed
through credit estimates.  In the event that Moody's is not
provided the necessary information to update the credit estimates
in a timely fashion, the transaction may be impacted by any
default probability stresses Moody's may assume in lieu of updated
credit estimates.  Moody's also conducted stress tests to assess
the collateral pool's concentration risk in obligors bearing a
credit estimate that constitute more than 3% of the collateral
pool.


1888 FUND: Moody's Upgrades $47MM Class C Notes to 'Ba1(sf)'
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by 1888 Fund Ltd.:

   -- US$290,000,000 Class A-1 Senior Secured Floating Rate Notes
      due 2015 (current balance of $103,201,603), Upgraded to Aaa
      (sf); previously on July 9, 2009 Downgraded to Aa1 (sf);

   -- US$75,000,000 Class A-2 Delayed Funding Senior Secured
      Floating Rate Notes due 2015 (current balance of
      $26,690,069), Upgraded to Aaa (sf); previously on July 9,
      2009 Downgraded to Aa1 (sf);

   -- US$10,000,000 Class B Senior Secured Floating Rate Notes due
      2015, Upgraded to Aa1 (sf); previously on July 9, 2009
      Confirmed at A1 (sf);

   -- US$47,000,000 Class C Secured Floating Rate Notes due 2015,
      Upgraded to Ba1 (sf); previously on July 9, 2009 Downgraded
      to Ba2 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from the delevering of the Class A Notes since the last
rating action in July 2009. The overcollateralization ratios of
the rated notes have improved substantially as a result of
delevering of the Class A Notes, which have been paid down by
approximately 64% or $235 million since the last rating action in
July 2009. As of the latest trustee report dated April 4, 2011,
the Class A overcollateralization ratio is reported at 145.9%
versus June 2009 level of 131.3%. Moody's also notes that the deal
experienced a decrease in defaults. In particular, the dollar
amount of defaulted securities has decreased to $6.2 million from
approximately $19.6 million in June 2009.

Additionally, the Moody's adjusted WARF has remained relatively
stable due to a decrease in the percentage of securities with
ratings on "Review for Possible Downgrade" or with a "Negative
Outlook." However, the deal is exposed to a high concentration of
securities rated Caa1 or below. Based on the April 2011 trustee
report, securities rated Caa1 and below or CCC+ and below make up
approximately 28.8% of the underlying portfolio.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," 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 of $161.9 million, Restricted Investments of $47.3
million, defaulted par of $9 million, weighted average default
probability of 26.8% (implying a WARF of 5000), a weighted average
recovery rate upon default of 41.5%, and a diversity score of 33.
These 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.

1888 Fund Ltd. issued on December 20, 2002, 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
August 2009. Other methodology used in this rating was "Updated
Approach to the Usage of Credit Estimates in Rated Transactions"
published in October 2009.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

For securities whose default probabilities are assessed through
credit estimates ("CEs"), Moody's applied additional default
probability stresses by assuming an equivalent of Caa3 for CEs
that were not updated within the last 15 months. In addition,
Moody's applied a 1.5 notch-equivalent assumed downgrade for CEs
last updated between 12-15 months ago, and a 0.5 notch-equivalent
assumed downgrade for CEs last updated between 6-12 months ago.

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,
whereby a positive difference corresponds to lower expected
losses), assuming that all other factors are held equal:

Moody's Adjusted WARF - 20% (4000)

   -- Class A-1: 0

   -- Class A-2: 0

   -- Class B: 0

   -- Class C: +1

Moody's Adjusted WARF + 20% (6000)

   -- Class A-1: 0

   -- Class A-2: 0

   -- Class B: 0

   -- Class C: -2

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1) Delevering: The main source of uncertainty in this transaction
   is whether delevering from unscheduled principal proceeds will
   continue and at what pace. Delevering 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 deals'
   overcollateralization levels. Further, the timing of recoveries
   and the manager's decision to work out versus selling defaulted
   assets create additional uncertainties. Moody's analyzed
   defaulted recoveries assuming the lower of the market price and
   the recovery rate in order to account for potential volatility
   in market prices.

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

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


ABACUS 2005-3: S&P Lowers Ratings on 2 Classes to 'D' Amid Losses
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'CCC- (sf)' ratings
on the class B and B series 2 notes issued by ABACUS 2005-3 Ltd.,
a synthetic collateralized debt obligation transaction backed by
residential mortgage-backed securities (RMBS) to 'D (sf)'.

The downgrades follow a number of write-downs in the transaction's
underlying reference portfolio that caused the tranches to incur
principal losses.


ABACUS 2006-NS2: S&P Lowers Ratings on Class N Notes to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
class N notes issued by ABACUS 2006-NS2 Ltd., a collateralized
debt obligation (CDO) transaction backed by commercial mortgage-
backed securities (CMBS), to 'D (sf)' from 'CCC- (sf)'.

The downgrade follows a number of write-downs in the transaction's
underlying reference portfolio that caused the tranche to incur a
principal loss.


ABERDEEN LOAN: S&P Raises Rating on Class E Notes to 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
class A, B, C, D, and E notes from Aberdeen Loan Funding Ltd.,
a collateralized loan obligation (CLO) transaction managed by
Highland Capital Management L.P. "At the same time, we removed our
ratings on the class A, B, C, and D notes from CreditWatch, where
we placed them with positive implications on March 1, 2011," S&P
said.

"The upgrades reflect a paydown to the class A and E notes, as
well as improved performance we have observed in the deal's
underlying asset portfolio since we lowered our ratings on all of
the rated notes on Dec. 8, 2009, following the application of our
September 2009 corporate collateralized debt obligation (CDO)
criteria. As of the March 31, 2011 trustee report, the class A
notes were paid down to $363.05 million from a $369.84 million
balance as reported in the Oct. 21, 2009 trustee report, which we
referenced in our December 2009 rating actions. In addition, due
to interest diversion subordinate in the interest waterfall, the
class E notes were paid down to $11.76 million from $16.09 million
over the same period of time. As of the March 31, 2011 trustee
report, the transaction had $3.87 million of defaulted assets and
approximately $35.85 million in assets from obligors with ratings,
either by Standard & Poor's or another rating agency, in the 'CCC'
range. This was down from $19.75 million in defaults and from
approximately $106.11 million in assets from obligors with ratings
in the 'CCC' range noted in the Oct. 21, 2009 trustee report," S&P
noted.

Standard & Poor's has also observed an increase in the
overcollateralization (O/C) available to support the rated notes.
The trustee reported the following ratios in the March 31, 2011
monthly report:

    * The class A/B O/C ratio test was 121.59%, compared with a
      reported ratio of 115.56% in October 2009;

    * The class C O/C ratio test was 114.24%, compared with a
      reported ratio of 108.69% in October 2009;

    * The class D O/C ratio test was 109.21%, compared with a
      reported ratio of 103.83% in October 2009; and

    * The class E O/C ratio test and interest diversion test were
      106.35%, compared with a reported ratio of 100.20% in
      October 2009.

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

Rating and CreditWatch Actions

Aberdeen Loan Funding Ltd.
                        Rating
Class              To           From
A                  AA (sf)      A+ (sf)/Watch Pos
B                  A+ (sf)      A- (sf)/Watch Pos
C                  BBB+ (sf)    BBB- (sf)/Watch Pos
D                  BB+ (sf)     B+ (sf)/Watch Pos
E                  B+ (sf)      CCC- (sf)


ABFC ASSET-BACKED: Moody's Confirms Ca Rating on One Tranche
------------------------------------------------------------
Moody's Investors Service has confirmed the rating on one tranche
from ABFC Asset-Backed Certificates, Series 2004-OPT1. The
collateral backing this deal primarily consists of first-lien,
fixed and adjustable-rate Subprime residential mortgages.

Ratings Rationale

The actions are a result of deteriorating performance of Subprime
pools securitized before 2005. Although most of these pools have
paid down significantly, the remaining loans are affected by the
housing and macroeconomic conditions that remain under duress.

The actions reflect Moody's updated loss expectations on Subprime
pools securitized before 2005.

The principal methodology used in these ratings is described in
the Monitoring and Performance Review section in "Moody's Approach
to Rating US Residential Mortgage-Backed Securities" published in
December 2008. Other methodologies used include "Pre-2005 US RMBS
Surveillance Methodology" published in January 2011, which
accounts for the deteriorating performance and outlook.

Moody's final rating actions are based on current ratings, level
of credit enhancement, collateral performance and updated pool-
level loss expectations relative to current level of credit
enhancement. Moody's took into account credit enhancement provided
by seniority, cross-collateralization, excess spread, time
tranching, and other structural features within the senior note
waterfalls.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market. Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in late 2011, accompanied by continued stress in
national employment levels through that timeframe.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the rating.

Complete rating actions are:

   Issuer: ABFC Asset-Backed Certificates, Series 2004-OPT1

   -- Cl.r B, Confirmed at Ca (sf); previously on Apr 8, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade


ABN AMRO: Moody's Cuts Ratings of 23 Tranches
---------------------------------------------
Moody's Investors Service has downgraded the ratings of 23
tranches and confirmed the rating of one tranche from five prime
jumbo deals issued by ABN AMRO Mortgage Corporation.  The
collateral backing these deals consists primarily of first-lien,
fixed rate prime jumbo residential mortgages.

Ratings Rationale

The actions are a result of deteriorating performance of prime
jumbo pools securitized before 2005.  Although most of these pools
have paid down significantly, the remaining loans are affected by
the housing and macroeconomic conditions that remain under duress.

The principal methodology used in these ratings is described in
the Monitoring and Performance Review section in "Moody's Approach
to Rating US Residential Mortgage-Backed Securities" published in
December 2008.  Other methodologies used include "Pre-2005 US RMBS
Surveillance Methodology" published in January 2011, which
accounts for the deteriorating performance and outlook.

To assess the rating implications of the updated loss levels on
prime jumbo RMBS, each individual pool was run through a variety
of scenarios in the Structured Finance Workstation(R) (SFW), the
cash flow model developed by Moody's Wall Street Analytics.  This
individual pool level analysis incorporates performance variances
across the different pools and the structural features of the
transaction including priorities of payment distribution among
the different tranches, average life of the tranches, current
balances of the tranches and future cash flows under expected and
stressed scenarios.  The scenarios include fifty four different
combinations comprising of six loss levels, three loss timing
curves and three prepayment curves.  For ratings implied Aa3 and
above, an additional prepayment curve is run to assess resilience
to a high prepayment scenario.

The approach "Pre-2005 US RMBS Surveillance Methodology" is
adjusted slightly when estimating losses on pools left with a
small number of loans to account for the volatile nature of small
pools.  Even if a few loans in a small pool become delinquent,
there could be a large increase in the overall pool delinquency
level due to the concentration risk.  To project losses on pools
with fewer than 100 loans, Moody's first estimates a "baseline"
average rate of new delinquencies for the pool that varies from 3%
to 5% 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 fewer the number
of loans remaining in the pool, the higher the volatility in
performance.  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 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 current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market.  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in late 2011, accompanied by continued stress in
national employment levels through that timeframe.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the rating.

Complete rating actions are:

Issuer: ABN AMRO Mortgage Corporation, Multi-Class Pass-Through
Certificates, Series 2002-9

   -- Cl. M, Confirmed at Aaa (sf); previously on Jul 27, 2005
      Upgraded to Aaa (sf)

   -- Cl. B-1, Downgraded to Aa1 (sf); previously on Jul 27, 2005
      Upgraded to Aaa (sf)

   -- Cl. B-2, Downgraded to Baa1 (sf); previously on Jul 17, 2006
      Upgraded to Aa2 (sf)

   -- Cl. B-3, Downgraded to Ba1 (sf); previously on Jul 17, 2006
      Upgraded to A2 (sf)

Issuer: ABN AMRO Mortgage Corporation, Multi-Class Pass-Through
Certificates, Series 2003-10

   -- Cl. A-1, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-2, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-P, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-X, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. 1A, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2A, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 3A1, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 3A2, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-P, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: ABN AMRO Mortgage Corporation, Multi-Class Pass-Through
Certificates, Series 2003-3

   -- Cl. A-3, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Downgraded to Aa3 (sf); previously on Apr 15, 2010  
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-8, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-10, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-P, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-X, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to Caa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to Ca (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. M, Downgraded to Aa3 (sf); previously on Jul 27, 2005
      Upgraded to Aaa (sf)

   -- Cl. B-1, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to B1 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade


AERCO LTD: S&P Lowers Rating on Class A3 Notes to 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A3 notes from AerCo Ltd. to 'BB- (sf)' from 'BB (sf)' and revised
our outlook on this class to stable from negative. "We also
affirmed our 'A- (sf)' rating on the class A4 notes. AerCo Ltd. is
an asset-backed securities (ABS) transaction collateralized by the
lease revenue and sales proceeds from the commercial aircraft,"
S&P stated.

The ratings reflect S&P's opinion of:

    * The aircraft collateral's value and quality;
    * The payment structure and cash flow mechanics;
    * The subordination to the rated notes;
    * The transaction's legal structure; and
    * AerCap Aviation Solutions' demonstrated servicing ability.

"The fleet in AerCo Ltd. is significantly concentrated in older
aircraft that were designed in the 1980s, some of which, in our
view, are likely to become economically obsolete earlier than
originally expected. According to the March 2011, servicer report,
the collateral consisted of 35 aircraft, 31 of which were
manufactured between 1988 and 1993 11 B737-400, eight B737-300,
five B737-500, four A320-200, and three other aircraft. Of the 35
aircraft, six were Airbus and 29 were Boeing aircraft. They were
leased to 25 lessees operating in 19 countries. Approximately 94%
of the aircraft were narrow-body planes, and the remaining 6% were
wide-body planes. The total lease income in the March 2011 payment
period was approximately $4.5 million," S&P noted.

S&P continued, "In our analysis, we projected the cash flow by
stressing each aircraft's future depreciated value and lease rates
(both in normal markets and in stress scenarios); time off-lease
for repossessed aircraft; the airline lessees' default frequency
and default pattern; the remarketing, reconfiguration, and
repossession costs; the maintenance expenses; and the interest
rate risk."  

Standard & Poor's will continue to monitor 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.

Rating Actions

AerCo Ltd.

                  Rating
Class         To          From
A3            BB- (sf)    BB (sf)/Negative
A4            A- (sf)     A- (sf)


AMERICAN HOME: Moody's Takes Action on Six Second Lien RMBS
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of seven
tranches and confirmed the ratings of two tranches from six
assorted deals issued between 2001 and 2007.  The collateral
backing these deals primarily consists of closed end second lien
loans and HELOCs.

Ratings Rationale

The actions are a result of the continued performance
deterioration in second lien pools and HELOCs in conjunction with
home price and unemployment conditions that remain under duress.  
The actions reflect Moody's updated loss expectations on second
lien pools and HELOCs.

The principal methodology used in these ratings was "Moody's
Approach to Rating US Residential Mortgage-Backed Securities"
published in December 2008.  Other methodologies used include
"Second Lien RMBS Loss Projection Methodology: April 2010"
published in April 2010.

Certain securities, as noted below, are insured by financial
guarantors.  For securities insured by a financial guarantor, the
rating on the securities is the higher of (i) the guarantor's
financial strength rating and (ii) the current underlying rating
(i.e., absent consideration of the guaranty) on the security.  The
principal methodology used in determining the underlying rating is
the same methodology for rating securities that do not have a
financial guaranty and is as described earlier.  RMBS securities
wrapped by Ambac Assurance Corporation are rated at their
underlying rating without consideration of Ambac's guaranty.

The Class G tranche from the CSFB Home Equity Mortgage Trust 2005-
HF1 transaction was withdrawn since the balance of this tranche is
zero and can never increase due to an Amortization Event.  The
Class G no longer funds additional draws after cumulative losses
exceeded a certain threshold, causing an "Amortization Event".  
The tranche is treated as paid off and is withdrawn according to
"Moody's Guidelines for the Withdrawal of Ratings" dated
December 5, 2008.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market.  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in late 2011, accompanied by continued stress in
national employment levels through that timeframe.

If expected losses on the collateral pool were to increase by 10%,
model implied results indicate that the ratings would not change.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the rating.

Complete rating actions are:

Issuer: American Home Mortgage Assets Trust 2007-3

   -- Cl. III-M-1, Downgraded to C (sf); previously on Mar 18,
      2010 B2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. III-M-2, Downgraded to C (sf); previously on Mar 18,
      2010 Caa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. III-PO, Downgraded to C (sf); previously on Mar 18,
      2010 Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns Home Loan Owner Trust 2001-A

   -- Cl. B Ctf, Confirmed at Ca (sf); previously on Mar 18, 2010
      Ca (sf) Placed Under Review for Possible Downgrade

Issuer: CWHEQ Home Equity Loan Trust, Series 2006-S6

   -- Cl. A-1, Confirmed at Caa1 (sf); previously on Mar 18, 2010
      Caa1 (sf) Placed Under Review for Possible Downgrade

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

Issuer: Home Equity Mortgage-Backed Pass-Through Certificates,
Series 2004-3

   -- Cl. B-2A, Downgraded to C (sf); previously on Mar 18, 2010
      Ca (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2F, Downgraded to C (sf); previously on Mar 18, 2010
      Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Lehman ABS Corporation Home Equity Loan Asset-Backed
Notes, Series 2005-1

   -- Cl. M-1, Downgraded to C (sf); previously on Mar 18, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: Merrill Lynch Mortgage Investors Trust Series 2004-SL1

   -- Cl. S, Downgraded to Ba1 (sf); previously on Mar 18, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: CSFB Home Equity Mortgage Trust 2005-HF1

   -- Cl. G, Withdrawn (sf); previously on Mar 18, 2010 Ba2 (sf)
      Placed Under Review for Possible Downgrade


ANSONIA CDO: S&P Cuts Ratings on 3 Classes to 'D' on Shortfalls
---------------------------------------------------------------
Standard & Poor's Ratings Services owered its ratings on five
classes from Ansonia CDO 2007-1 Ltd., a commercial real estate
collateralized debt obligation (CRE CDO) transaction. "At the same
time, we affirmed our 'CCC- (sf)' ratings on 12 classes from the
same transaction," S&P said.

"The downgrades and affirmations reflect our analysis of the
interest shortfalls affecting the transaction. We lowered the
ratings on classes A-1 and A-2 to 'CCC- (sf)' due to the
susceptibility to interest shortfalls or liquidation. Class B and
all of the classes subordinate to it did not receive full interest
according to the April 25, 2011, remittance report. The interest
shortfalls to the nondeferrable classes B, C, and D certificates
prompted our downgrade of those classes to 'D (sf)'. The interest
shortfall to the nondeferrable classes also triggered an event of
default under the indenture based on a notice from the trustee,
U.S. Bank N.A., provided on April 26, 2011," S&P related.

S&P continued, "Our understanding is that interest shortfalls
resulted due to the allocation of interest proceeds to principal
proceeds. According to the April remittance report, the trust
allocated $255,854 of interest on defaulted assets to
principal."

According to the April remittance report, the collateral for
Ansonia 2007-1 consists of credit default swaps (CDS) referencing
53 CMBS, CRE CDO, and re-REMIC classes ($450 million, 90%) from 51
distinct transactions issued between 2004 and 2007. The collateral
also consists of seven CMBS and CRE CDO ($50 million, 10%) classes
from seven distinct transactions issued between 2005 and 2006.

Standard & Poor's analyzed Ansonia 2007-1 Ltd. according to its
current criteria. "Our analysis is consistent with the lowered and
affirmed ratings," S&P added.

Ratings Lowered

Ansonia 2007-1 Ltd.
Collateralized debt obligations
                  Rating
Class    To                   From
A-1      CCC- (sf)            B+ (sf)
A-2      CCC- (sf)            B- (sf)
B        D (sf)               CCC (sf)
C        D (sf)               CCC- (sf)
D        D (sf)               CCC- (sf)

Ratings Affirmed

Ansonia 2007-1 Ltd.
Collateralized debt obligations
                  
Class    Rating                   
E        CCC- (sf)
F        CCC- (sf)
G        CCC- (sf)
H        CCC- (sf)
J        CCC- (sf)
K        CCC- (sf)
L        CCC- (sf)
M        CCC- (sf)
N        CCC- (sf)
O        CCC- (sf)
P        CCC- (sf)
Q        CCC- (sf)


ANTHRACITE 2005-HY2: S&P Affirms 'CCC-' Rating on Class F Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes from Anthracite 2005-HY2 Ltd., a commercial real estate
collateralized debt obligation (CRE CDO) transaction.  "At the
same time, we affirmed one 'CCC- (sf)' rating from the
transaction," S&P said.

"The downgrades and affirmation reflect our analysis of the
transaction following our downgrades of 19 commercial mortgage-
backed securities (CMBS) certificates that serve as underlying
collateral for Anthracite 2005-HY2 Ltd.  The downgraded securities
are from eight transactions and total $80.3 million (17.3% of the
total asset balance)," S&P related.

According to the March 22, 2011, trustee report, Anthracite
2005-HY2 Ltd. is collateralized by 62 CMBS certificates
($350.7 million, 90.2%) from 17 transactions issued between
1998 and 2005. The collateral also includes seven REIT securities
($37.9, 9.8%).  Total assets for Anthracite 2005-HY2 Ltd. is
$388.6 million, with a reported liability of $463.4 million.

Anthracite 2005-HY2 Ltd. has exposure to these CMBS certificates
that Standard & Poor's has downgraded:

    * Bank of America Commercial Mortgage Inc. series 2004-6
      (classes H through O; $32.7 million, 7.1%);

    * Bank of America Commercial Mortgage Inc. series 2005-5
      (classes L through O; $17.2 million, 3.7%); and

    * JPMorgan Chase Commercial Mortgage Securities Corp. series
      2004-PNC 1 (classes J and K; $9.6 million, 2.1%).

Standard & Poor's analyzed the transaction and its underlying
collateral assets in accordance with its current criteria.  "Our
analysis is consistent with the lowered and affirmed ratings," S&P
said.

Ratings Lowered

Anthracite 2005-HY2 Ltd.
                       Rating
Class            To               From
A                BBB (sf)         A (sf)
B                BB+ (sf)         BBB (sf)
CFL              B+ (sf)          BB (sf)
CFX              B+ (sf)          BB (sf)
DFL              CCC- (sf)        B+ (sf)
DFX              CCC- (sf)        B+ (sf)
E                CCC- (sf)        B (sf)

Rating Affirmed

Anthracite 2005-HY2 Ltd.

Class            Rating
F                CCC- (sf)


ANTHRACITE CDO: Moody's Downgrades Ratings on Nine CRE CDO Classes
------------------------------------------------------------------
Moody's has downgraded nine classes of Notes issued by Anthracite
CDO III Ltd. due to the deterioration in the credit quality of the
underlying portfolio as evidenced by an increase in the weighted
average rating factor (WARF) and a decrease in weighted average
recovery rate (WARR). The rating action is the result of Moody's
on-going surveillance of commercial real estate collateralized
debt obligation (CRE CDO) transactions.

Moody's rating action is:

   -- Cl. A, Downgraded to A1 (sf); previously on May 19, 2010
      Confirmed at Aa1 (sf)

   -- Cl. B-FL, Downgraded to Ba1 (sf); previously on May 19, 2010
      Downgraded to A2 (sf)

   -- Cl. B-FX, Downgraded to Ba1 (sf); previously on May 19, 2010
      Downgraded to A2 (sf)

   -- Cl. C-FL, Downgraded to B1 (sf); previously on May 19, 2010
      Downgraded to Baa2 (sf)

   -- Cl. C-FX, Downgraded to B1 (sf); previously on May 19, 2010
      Downgraded to Baa2 (sf)

   -- Cl. D-FL, Downgraded to Caa1 (sf); previously on May 19,
      2010 Downgraded to Ba1 (sf)

   -- Cl. D-FX, Downgraded to Caa1 (sf); previously on May 19,
      2010 Downgraded to Ba1 (sf)

   -- Cl. E-FL, Downgraded to Caa3 (sf); previously on May 19,
      2010 Downgraded to B1 (sf)

   -- Cl. E-FX, Downgraded to Caa3 (sf); previously on May 19,
      2010 Downgraded to B1 (sf)

Ratings Rationale

Anthracite CDO III Ltd. is a static CRE CDO transaction backed by
a portfolio of commercial mortgage backed securities (CMBS) (87.9%
of the pool balance), real estate investment trust (REIT) debt
(8.2%) and Credit Tenant Lease (CTL) Loans (3.9%). As of the April
20, 2011 Trustee report, the aggregate Note balance of the
transaction has decreased to $366.5 million from $435.3 million at
issuance, with the paydown directed to the Class A Notes. The
majority of paydowns was due to amortization of the collateral,
however some of the paydown was due to Interest Proceeds received
on Defaulted Securities being reclassified as Principal Proceeds.

Fifity-Nine assets with a par balance of $256.4 million (69.9% of
the pool balance) were listed as Defaulted or Impaired Securities
as of the April 20, 2011 Trustee report, due to interest
shortfalls and credit rating downgrades or negative credit watch
status.

Moody's has identified these 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 credit estimates 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 4,263 compared to 2,208 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (8.4% compared to 10.5% at last review), A1-A3
(8.4% compared to 7.8% at last review), Baa1-Baa3 (13.7% compared
to 27.2% at last review), Ba1-Ba3 (12.4% compared to 19.1% at last
review), B1-B3 (14.6% compared to 18.0% at last review), and Caa1-
C (42.4% compared to 17.4% at last review).

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Due to the speculative-grade
collateral, Moody's modeled a fixed 17.8% WARR, compared to 21.1%
at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 9.7% compared to 14.6% at last review.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDO
rating models, which was released on January 24, 2011.

The cash flow model, CDOEdge(R) v3.2.1.0, was used to analyze the
cash flow waterfall and its effect on the capital structure of the
deal.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. Rated notes are particularly sensitive to
changes in recovery rate assumptions. Holding all other key
parameters static, changing the recovery rate assumption down from
2.2% to 0% or up to 7.2% would result in average rating movement
on the rated tranches of 0 to 1 notches downward or 0 to 1 notches
upward, respectively.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics. Primary sources of assumption uncertainty
are the current sluggish macroeconomic environment and varying
performance in the commercial real estate property markets.
However, Moody's expects to see increasing or stabilizing property
values, higher transaction volumes, a slowing in the pace of loan
delinquencies and greater liquidity for commercial real estate in
2011 The hotel and multifamily sectors are continuing to show
signs of recovery, while recovery in the office and retail sectors
will be tied to recovery of the broader economy. The availability
of debt capital continues to improve with terms returning toward
market norms. Moody's central global macroeconomic scenario
reflects an overall sluggish recovery through 2012, amidst ongoing
individual, corporate and governmental deleveraging, persistent
unemployment, and government budget considerations.

The principal methodology used in these ratings was "Moody's
Approach to Rating SF CDOs" published in November 2010. Other
methodologies used include "U.S. CMBS: Moody's Approach to Rating
Static CDOs Backed by Commercial Real Estate Securities" published
in June 2004.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.


ARES ENHANCED: Moody's Upgrades Ratings on CLO Notes
----------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Ares Enhanced Loan Investment Strategy II, Ltd.

   -- US$30,000,000 Class A-1 Senior Secured Floating Rate
      Variable Funding Notes Due 2020 (current outstanding balance
      of $28,617,950.31), Upgraded to Aa2 (sf); previously on
      July 10, 2009 Downgraded to Aa3 (sf);

   -- US$285,000,000 Class A-2 Senior Secured Floating Rate Notes
      Due 2020 (current outstanding balance of $271,870,527.95),
      Upgraded to Aa2 (sf); previously on July 10, 2009 Downgraded
      to Aa3 (sf);

   -- US$25,500,000 Class B-1 Senior Secured Deferrable Interest
      Floating Rate Notes Due 2020, Upgraded to Baa2 (sf);
      previously on July 10, 2009 Confirmed at Ba1 (sf);

   -- US$10,000,000 Class B-2 Senior Secured Deferrable Interest
      Fixed Rate Notes Due 2020, Upgraded to Baa2 (sf); previously
      on July 10, 2009 Confirmed at Ba1 (sf);

   -- US$13,500,000 Class C-1 Senior Secured Deferrable Interest
      Floating Rate Notes Due 2020, Upgraded to Ba3 (sf);
      previously on July 10, 2009 Confirmed at B1 (sf).

   -- US$3,500,000 Class C-2 Senior Secured Deferrable Interest
      Fixed Rate Notes 2020, Upgraded to Ba3 (sf); previously on
      July 10, 2009 Confirmed at B1 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes
result primarily due to an increase in the transaction's
overcollateralization ratios, and improvement in the credit
quality of the underlying portfolio since the rating action in
July 2009.

The overcollateralization ratios of the rated notes have
improved since the rating action in July 2009. As per the
April 2011 trustee report, the Class A, Class B, and Class C
overcollateralization ratios are reported at 130.7%, 116.9%, and
111.2%, respectively, versus June 2009 levels of 120.4%, 107.9%,
and 102.8% respectively, and all related overcollateralization
tests are currently in compliance. Additionally, the Class A Notes
have amortized by approximately $7.1mm or 2.3% due to
overcollateralization test failures since the rating action in
July 2009.

Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor) and a decrease in the proportion
of securities from issuers rated Caa1 and below. Based on the
April 2011 trustee report, the weighted average rating factor is
2413 compared to 2804 in June 2009, and securities rated Caa1 and
below make up approximately 3.6% of the underlying portfolio
versus 12.8% in June 2009. The deal has also experienced a
decrease in defaulted securities. The dollar amount of defaulted
securities has decreased from $24 million in June 2009 to
$0.6 million in April 2011.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs,"
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 $392 million, defaulted par of $0.6 million,
weighted average default probability of 25.0% (implying a WARF of
3465), a weighted average recovery rate upon default of 41.5%, and
a diversity score of 53.0. These default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends, and collateral manager latitude for trading
the collateral are also factors.

Ares Enhanced Loan Investment Strategy II, Ltd., issued on
January 19, 2006, is a collateralized loan obligation backed
primarily by a portfolio of senior secured loans.

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

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

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,
whereby a positive difference corresponds to lower expected
losses), assuming that all other factors are held equal:

Moody's Adjusted WARF -20% (2772)

   -- Class A-1: +2

   -- Class A-2: +2

   -- Class B-1: +2

   -- Class B-2: +2

   -- Class C-1: +2

   -- Class C-2: +2

Moody's Adjusted WARF +20% (4158)

   -- Class A-1: -2

   -- Class A-2: -2

   -- Class B-1: -1

   -- Class B-2: -1

   -- Class C-1: -2

   -- Class C-2: -2

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the managers'
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

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

2) Other collateral quality metrics: The deal is allowed to
   reinvest and the manager has the ability to deteriorate the
   collateral quality metrics' existing cushions against the
   covenant levels. Moody's analyzed the impact of assuming lower
   of reported and covenanted values for weighted average rating
   factor, weighted average spread, weighted average coupon, and
   diversity score.


ARMSTRONG LOAN: Moody's Upgrades Ratings of CLO Notes
-----------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Armstrong Loan Funding, Ltd.:

   -- US$133,320,000 Class B Floating Rate Senior Secured Notes
      Due 2016 (current outstanding balance of $130,428,375),
      Upgraded to Aaa (sf); previously on August 23, 2010 Upgraded
      to Aa1 (sf);

   -- US$30,300,000 Class C Floating Rate Senior Secured Notes Due
      2016 (current outstanding balance of $29,642,813), Upgraded
      to Aa1 (sf); previously on August 23, 2010 Upgraded to A1
      (sf);

   -- US$36,360,000 Class D Floating Rate Senior Secured
      Deferrable Interest Notes Due 2016 (current outstanding
      balance of $35,571,375), Upgraded to A2 (sf); previously on
      August 23, 2010 Upgraded at Baa3 (sf);

   -- US$18,180,000 Class E Floating Rate Senior Secured
      Deferrable Interest Notes Due 2016 (current outstanding
      balance of $17,785,688), Upgraded to Baa3 (sf); previously
      on August 23, 2010 Upgraded at B1 (sf);

   -- US$18,180,000 Class F Floating Rate Senior Secured
      Deferrable Interest Notes Due 2016 (current outstanding  
      balance of $17,785,688), Upgraded to B1 (sf); previously on
      August 23, 2010 Upgraded to Caa3 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from the delevering of the Class A Notes and improvement
in the credit quality of the underlying portfolio since the last
rating action in August 2010.

The overcollateralization ratios of the rated notes have improved
substantially as a result of delevering of the Class A Notes,
which have been paid down by approximately 49% or $68 million
since the last rating action in August 2010.  A substantial
proportion of this paydown is attributable to principal
prepayments on the underlying loans.  As of the latest trustee
report dated February 28, 2011, the Class C, Class D, Class E and
Class F overcollateralization ratios are reported at 149. 12%,
129. 15%, 121. 05%, and 113. 9%, respectively, versus July 2010
levels of 133. 37%, 120. 11%, 114. 43%, and 109. 25%,
respectively.  Additionally, the Class F Notes are no longer
deferring interest and all previously deferred interest has been
paid in full.

Moody's also notes that the deal has benefited from improvement in
the credit quality of the underlying portfolio since the last
rating action.  Based on the February 2011 trustee report, the
weighted average rating factor is 3046 compared to 3309 in July
2010, and securities rated Caa1 and below or CCC+ and below make
up approximately 10. 75% of the underlying portfolio versus 12.
28% in July 2010.  The deal also experienced a decrease in
defaults.  In particular, the dollar amount of defaulted
securities has decreased to $15 million from approximately
$31. 3 million in July 2010.

While the transaction has benefited from delevering, Moody's noted
that the number of investments in securities that mature after the
maturity date of the notes has grown as a result of the deal's
decision to participate in amend to extend activities.  As of the
February 2011 trustee report, securities that mature after the
maturity date of the notes make up approximately 14% of the
underlying portfolio versus 6. 8% in July 2010.  These investments
potentially expose the notes to market risk in the event of
liquidation at the time of the notes' maturity.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," 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 of $345. 2 million, defaulted par of $15 million,
weighted average default probability of 25. 4% (implying a WARF of
3855), a weighted average recovery rate upon default of 44. 2%,
and a diversity score of 38.  These 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.

Armstrong Loan Funding, Ltd.  issued on March 19, 2008, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodology used in these ratings was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
August 2009.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2. 3. 2. 1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

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,
whereby a positive difference corresponds to lower expected
losses), assuming that all other factors are held equal:

Moody's Adjusted WARF - 20% (3084)

   -- Class A: 0

   -- Class B: 0

   -- Class C: 0

   -- Class D: +2

   -- Class E: +2

   -- Class F: +2

Moody's Adjusted WARF + 20% (4626)

   -- Class A: 0

   -- Class B: 0

   -- Class C: -1

   -- Class D: -2

   -- Class E: -1

   -- Class F: -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 speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance.  CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1) Delevering: The main source of uncertainty in this transaction
   is whether delevering from unscheduled principal proceeds will
   continue and at what pace.  Delevering 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 deals'
   overcollateralization levels.  Further, the timing of
   recoveries and the manager's decision to work out versus
   selling defaulted assets create additional uncertainties.  
   Moody's analyzed defaulted recoveries assuming the lower of the
   market price and the recovery rate in order to account for
   potential volatility in market prices.

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


ATHERTON: Fitch Affirms Ratings on Series 2010A & B Bonds at 'BB'
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on Atherton Baptist
Homes' (Atherton) series 2010A and B bonds issued by the city of
Alhambra, CA. The Rating Outlook is Stable.

Security:

The bonds are secured by gross revenue pledge, mortgage, and debt
service reserve fund.

Rating Rationale:

   -- The 'BB' rating reflects Atherton's high debt burden, weak
      profitability, and average occupancy.

   -- Atherton has nearly finished the construction of its 50
      independent living unit (ILU) expansion project (Courtyard
      project), which will be available for occupancy beginning in
      mid-June.

   -- ILU occupancy in the existing units has remained in the 80%
      range while deposits on the Courtyard project have hovered
      at around 32 (64%). Management has engaged marketing
      consultants and the number of deposits have increased to 38
      as of April 2011.

Key Rating Drivers:

   -- Successful fill up of ILU expansion.

   -- Achieving stabilized occupancy and improving cash flow to
      grow into its high debt burden.

Credit Summary:

Atherton is in the midst of a significant campus improvement plan
with the opening of the Courtyard project in mid-June 2011. The
Courtyard will add 50 ILUs to the existing campus. In addition,
Atherton will also renovate and upgrade its existing common
facilities. The total construction cost is $33.4 million and the
project is within budget. Atherton issued $29.3 million of series
2010A bonds and $14.64 million of series 2010B bonds to fund the
construction and related bond issuance costs. The debt is 100%
fixed rate and the series 2010B bonds are expected to be paid down
with the initial entrance fees generated from the Courtyard
project ($14 million). The series 2010B bonds have a maturity date
of Jan. 1, 2017 and management has an optional redemption schedule
for the bonds beginning on Oct. 1, 2011 for $5 million. To date,
Atherton has received $1.3 million in initial entrance fees (in
escrow).

Of concern is the level of deposits for the Courtyard project,
which has hovered at around 32 (64%). Since the marketing targets
under the bond documents were not met, management had a sales and
marketing audit report completed by Seniority, Inc. in November
2010. A result of this study was to engage Greenbrier Marketing
Services as a marketing consultant who will assist in training
staff and reaching sales goals with an occupancy target of 80%
within the first six months of the Courtyard project opening.
Fitch will monitor the fill-up of the units and a delay could
result in downward rating pressure. As of April 2011, there has
been an improvement in sales activity with 38 (76%) depositors for
the Courtyard project. Atherton has also faced a dip in ILU
occupancy in its existing units due to the economic environment.
Greenbrier is also assisting Atherton in improving the existing
ILU occupancy, which was 84.7% for the first quarter 2011 (ended
March 31, 2011) compared with 82.4% for fiscal 2010 and 2009.

Atherton's financial profile is characteristic of a non-investment
grade credit with a high debt burden and weak profitability.
Maximum annual debt service (MADS) of $2.7 million comprised 19.2%
of total revenue in fiscal 2010. MADS coverage was a weak 0.5
times (x) for fiscal 2010 (excluding capitalized interest);
however, actual debt service coverage was 2.94x. Given the near
completion of the units, Atherton will need to generate sufficient
cash flow to service its high debt burden. Funds available for
debt service was $1.4 million in fiscal 2010 compared to
$1.5 million in 2009. Through the first three months ended
March 31, 2011, funds available for debt service was solid at
$816,000, driven by strong net entrance fee receipts, which
generated good MADS coverage of 1.2x. Profitability has been weak
with an excess margin of 1.2% in fiscal 2010 compared to negative
3.2% in 2009 and driven by average occupancy and modest rate
increases of approximately 2%. However, Atherton receives
consistent contributions, which totaled $514,000 in fiscal 2010
and $178,000 in fiscal 2009. Liquidity has been stable with
$7.4 million of unrestricted cash and investments at fiscal year
end 2010, which equated to 219 days cash on hand and 17.3% cash to
debt, and improved at March 31, 2011 to 233.4 days and 19.2%,
respectively.

The Stable Outlook reflects Fitch's expectation that the fill-up
of the Courtyard units will occur according to management's plan
and reach stabilized occupancy by the end of 2012 (as per the
original feasibility study projection). The inability to achieve
stabilized occupancy over the next year could place pressure on
the rating if cash flow generation is insufficient to service its
debt burden.

Atherton Baptist Homes is a Type C continuing care retirement
community (CCRC) located in Alhambra, CA with 170 ILU, 38 ALU, and
99 SNF beds. With the opening of the Courtyard project, ILUs will
increase to 220. Total revenue in fiscal 2010 was $13.5 million.
Disclosure is excellent with monthly financials and occupancy
statistics posted on EMMA. In addition, management hosts quarterly
investor calls.


BANC OF AMERICA: Moody's Affirms C-Level Ratings on 6 Classes
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes,
confirmed three and affirmed six classes of Banc of America
Commercial Mortgage Inc., Commercial Pass-Through Certificates,
Series 2006-5:

   -- Cl. A-2, Affirmed at Aaa (sf); previously on Oct 17, 2006
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-3, Affirmed at Aaa (sf); previously on Oct 17, 2006
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-AB, Affirmed at Aaa (sf); previously on Oct 17, 2006
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-4, Affirmed at Aaa (sf); previously on Oct 17, 2006
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-1A, Affirmed at Aaa (sf); previously on Oct 17, 2006
      Definitive Rating Assigned Aaa (sf)

   -- Cl. XP, Affirmed at Aaa (sf); previously on Oct 17, 2006
      Definitive Rating Assigned Aaa (sf)

   -- Cl. XC, Affirmed at Aaa (sf); previously on Oct 17, 2006
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-M, Affirmed at Aa3 (sf); previously on Jun 9, 2010
      Downgraded to Aa3 (sf)

   -- Cl. A-J, Downgraded to Ba1 (sf); previously on Apr 22, 2011
      Baa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B, Downgraded to B2 (sf); previously on Apr 22, 2011 Ba3
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. C, Downgraded to Caa1 (sf); previously on Apr 22, 2011
      B2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. D, Confirmed at Caa2 (sf); previously on Apr 22, 2011
      Caa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. E, Confirmed at Caa3 (sf); previously on Apr 22, 2011
      Caa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. F, Confirmed at Ca (sf); previously on Apr 22, 2011 Ca
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. G, Affirmed at C (sf); previously on Jun 9, 2010
      Downgraded to C (sf)

   -- Cl. H, Affirmed at C (sf); previously on Jun 9, 2010
      Downgraded to C (sf)

   -- Cl. J, Affirmed at C (sf); previously on Jun 9, 2010
      Downgraded to C (sf)

   -- Cl. K, Affirmed at C (sf); previously on Jun 9, 2010
      Downgraded to C (sf)

   -- Cl. L, Affirmed at C (sf); previously on Jun 9, 2010
      Downgraded to C (sf)

   -- Cl. M, Affirmed at C (sf); previously on Jun 9, 2010
      Downgraded to C (sf)

Ratings Rationale

The downgrades were caused by higher realized losses and expected
losses from specially serviced and troubled loans. The
affirmations and confirmations are due to key parameters,
including Moody's 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 confirmed and affirmed
classes are sufficient to maintain their current ratings.

On April 20, 2011 Moody's placed six classes on review for
possible downgrade due to an increase in interest shortfalls and
realized losses and anticipated losses from specially serviced and
troubled loans. This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss
of 9.6% of the current balance as compared to 8.9% at last
review. Moody's stressed scenario loss is 22.0% of the current
balance. Moody's provides a current list of base and stress
scenario 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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was " Moody's
Approach to Rating Fusion U.S. CMBS Transactions", published April
2005.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the credit estimate of the loan
which corresponds to a range of credit enhancement levels. Actual
fusion credit enhancement levels are selected based on loan level
diversity, pool leverage and other concentrations and correlations
within the pool. Negative pooling, or adding credit enhancement at
the credit estimate level, is incorporated for loans with similar
credit estimates in the same transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 42 compared to 50 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 June 9, 2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 11, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 6% to
$2.11 billion from $2.24 billion at securitization. The
Certificates are collateralized by 175 mortgage loans ranging in
size from less than 1% to 7.2% of the pool, with the top ten loans
representing 40% of the pool. The pool includes one loan,
representing 7.2% of the pool, with a credit estimate.

Forty loans, representing 25% of the pool, are on the master
servicer's watchlist as compared to 26 loans, representing 12% of
the pool, at last review. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council's (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Nine loans have been liquidated from the pool resulting in
$44 million of realized losses (50% average severity). The pool
had $11 million of realized losses at last review. Eighteen loans,
representing 18% of the pool, are in special servicing. The
largest specially serviced loan is the Trinity Hotel Portfolio
Loan ($129 million -- 6.1% of the pool), which is secured by 13
hotels located in eight states. The loan transferred to special
servicing in November 2009 due to imminent default. The portfolio
was appraised for $113.12 million in January 2011. The special
servicer anticipates that the borrower will transfer title to the
trust via a deed-in-lieu of foreclosure. The servicer has
recognized a $9 million appraisal reduction for this loan.

The remaining 17 specially serviced loans are secured by a mix of
commercial and multifamily properties. The servicer has recognized
a $98 million aggregate appraisal reduction for 10 of the 18
specially serviced loans. The aggregate appraisal reduction was
$37 million at last review. Moody's has estimated a $144 million
loss (38% expected loss based on a 90% probability of default) for
all of the specially serviced loans.

Moody's has assumed a high default probability for 13 poorly
performing loans representing 9% of the pool and has estimated an
aggregate $26 million loss (14% expected loss based on a 50%
probability default) from these troubled loans.

Based on the most recent remittance statement, Classes P through E
have experienced cumulative interest shortfalls totaling $5.9
million. At last review interest shortfalls totaled $2.4 million
and affected Classes P through H. Moody's anticipates that the
pool will continue to experience interest shortfalls due to the
increased exposure to specially serviced and troubled loans.
Interest shortfalls are caused by special servicing fees,
including workout and liquidation fees, appraisal subordinate
entitlement reductions (ASERs) and extraordinary trust expenses.

Moody's was provided with full year 2009 and full or partial year
2010 operating results for 96% and 75% of the pool, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 105% compared to 119% at Moody's last review.
Moody's net cash flow reflects a weighted average haircut of 11%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCR are 1.27X and .99X, respectively, compared to
1.21X and 0.97X 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 estimate is the Southern Walgreens
Portfolio Loan ($152.0 million - 7.2% of the pool), which
represents three cross collateralized and cross defaulted loans
secured by 42 Walgreen's stores located in sixteen states. The
properties are 100% leased to the Walgreen Company (senior
unsecured rating of A2, stable outlook). Performance has remained
stable since last review. Moody's credit estimate and stressed
DSCR are Baa3 and 0.74X, respectively, compared to Baa3 and 0.72X
at last review.

The three largest conduit loans represent 14% of the outstanding
pool balance. The largest conduit loan is the Eastridge Mall Loan
($130 million -- 6.2% of the pool), which is secured by a 742,000
square foot (SF) mall in San Jose, California. The sponsor is a
joint venture between General Growth Properties, Inc. (GGP) and
Ivanhoe IV, Inc. The property had been included in GGP's
bankruptcy filing but has been returned to the master servicer.
The loan has been modified to extend the maturity date from
September 20, 2011 to August 31, 2017. As of September 2010, the
inline space was 87% leased compared to 89% in December 2009.
Performance has been stable since last review and the loan has
benefited from amortization. Moody's LTV and stressed DSCR are 98%
and 0.99X, respectively, compared to 102% and .95X at last review.

The second largest loan is the Shoreham Loan ($94 million - 4.5%
of the pool), which is secured by a 548 unit, Class A multifamily
building located in downtown Chicago, Illinois. Property occupancy
has increased from 83% at last review to 91% as of December 2010.
The increase in occupancy has led to an improvement in property
performance. Moody's LTV and stressed DSCR are 132% and 0.63X,
respectively, compared to 148% and 0.60X at last review.

The third largest performing loan is the Pamida Portfolio
Loan ($65 million -- 3.1% of the pool), which is secured by
65 retail stores located throughout 16 states and a head
quarters/distribution center. The portfolio is 100% leased to
Pamida Stores Operating Co., LLC under a 15 year master lease.
Property performance continues to improve due to rent increases
under the master lease. Moody's LTV and stressed DSCR are 80% and
1.34X, respectively, compared to 90% and 1.21X at last review.


BANC OF AMERICA: Moody's Affirms Junk Rating on Cl. L Certs.
------------------------------------------------------------
Moody's Investors Service (Moody's) upgraded the ratings of two
classes and affirmed 15 classes of Banc of America Commercial
Mortgage Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-5:

   -- Cl. A-3, Affirmed at Aaa (sf); previously on Nov 29, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-4, Affirmed at Aaa (sf); previously on Nov 29, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-AB, Affirmed at Aaa (sf); previously on Nov 29, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-1A, Affirmed at Aaa (sf); previously on Nov 29, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-J, Affirmed at Aaa (sf); previously on Nov 29, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. X-P, Affirmed at Aaa (sf); previously on Nov 29, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. XC, Affirmed at Aaa (sf); previously on Nov 29, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. B, Upgraded to Aa1 (sf); previously on Nov 29, 2004
      Definitive Rating Assigned Aa2 (sf)

   -- Cl. C, Upgraded to Aa2 (sf); previously on Nov 29, 2004
      Definitive Rating Assigned Aa3 (sf)

   -- Cl. D, Affirmed at A2 (sf); previously on Nov 29, 2004
      Definitive Rating Assigned A2 (sf)

   -- Cl. E, Affirmed at A3 (sf); previously on Nov 29, 2004
      Definitive Rating Assigned A3 (sf)

   -- Cl. F, Affirmed at Baa1 (sf); previously on Nov 29, 2004
      Definitive Rating Assigned Baa1 (sf)

   -- Cl. G, Affirmed at Baa2 (sf); previously on Nov 29, 2004
      Definitive Rating Assigned Baa2 (sf)

   -- Cl. H, Affirmed at Baa3 (sf); previously on Nov 29, 2004
      Definitive Rating Assigned Baa3 (sf)

   -- Cl. J, Affirmed at Ba3 (sf); previously on May 12, 2010
      Downgraded to Ba3 (sf)

   -- Cl. K, Affirmed at B3 (sf); previously on May 12, 2010
      Downgraded to B3 (sf)

   -- Cl. L, Affirmed at Caa2 (sf); previously on May 12, 2010
      Downgraded to Caa2 (sf)

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected
loss of 4.2% of the current balance.  At last review, Moody's
cumulative base expected loss was 4.0% Moody's stressed
scenario loss is 9.5% of the current balance.  Moody's provides
a current list of base and stress scenario 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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets.  However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011 The hotel
and multifamily sectors are continuing to show signs of recovery,
while recovery in the office and retail sectors will be tied to
recovery of the broader economy.  The availability of debt capital
continues to improve with terms returning toward market norms.  
Moody's central global macroeconomic scenario reflects an overall
sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Rating Fusion Transactions" published in April 2005.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the underlying rating of the
loan which corresponds to a range of credit enhancement levels.  
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the underlying rating level, is incorporated for
loans with similar credit estimates in the same transaction.

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 May 12, 2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 11, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 41% to $809 million
from $1.4 billion at securitization.  The Certificates are
collateralized by 81mortgage loans ranging in size from less than
1% to 17% of the pool, with the top ten loans representing 40% of
the pool.  Currently, there is one loan, representing 17% of the
pool, with an investment grade credit estimate.  Five loans,
representing 14% of the pool, have defeased and are collateralized
by U.S. Government securities.  Defeasance at last review
represented 8% of the pool.

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

Four loans have been liquidated from the pool since
securitization, resulting in a $2.9 million loss (3% loss severity
on average).  Currently three loans, representing 9% of the pool,
are in special servicing.  The largest specially serviced loan is
the Simon - Cheltenham Square Mall Loan ($53.8 million -- 6.6% of
the pool), which is secured by a the borrower's interest in a
639,406 square foot (SF) anchored mall (423,440 SF of collateral)
located in Philadelphia, Pennsylvania.  The mall is shadow
anchored by Home Depot.  The collateral's largest tenants are
Target (32% of the net rentable area (NRA); lease expiration in
January 2030); Burlington Coat Factory (19% of the NRA; lease
expiration in February 2012) and Shop Rite (17% of the NRA: lease
expiration in March 2015).  As of September 2010, the property was
96% leased, the same as at last review.  The loan is current and
was transferred to special servicing in August 2010 when the
borrower requested a loan modification due to cash flow issues.  
Moody's does not currently project any loses on this loan.

The remaining two specially serviced loans are secured by a retail
and multifamily property.  The master servicer has recognized a
$3.0 million appraisal reduction for one of these loans.  Moody's
has estimated an aggregate $7.5 million loss (41% expected loss on
average) for the specially serviced loans.

Moody's has assumed a high default probability for eight poorly
performing loans representing 8% of the pool.  Moody's has
estimated a $10.4 million loss (16% expected loss based on a 50%
probability default) from the troubled loans.

Moody's was provided with full year 2009 and partial year 2010
operating results for 99% and 93%, respectively, of the pool.  
Excluding troubled loans, Moody's weighted average LTV for the
conduit component is 88% , compared to 87% at Moody's prior
review.  Moody's net cash flow reflects a weighted average haircut
of 11% to the most recently available net operating income.  
Moody's value reflects a weighted average capitalization rate of
9.2%.

Excluding troubled loans, Moody's actual and stressed DSCRs for
the conduit component are 1.47X and 1.22X, respectively, compared
to 1.44X and 1.19X 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.

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

The loan with a credit estimate is the Bank of America Center Loan
($137.0 million -- 16.9% of the pool), which represents a 33%
participation interest in a $417.0 million first mortgage loan.  
The loan is secured by three office buildings totaling 1.8 million
SF located in downtown San Francisco, California.  The largest
tenants are Bank of America (35% of the NRA; lease expiration in
September 2015) and Kirkland and Ellis (7% of the NRA; lease
expiration in September 2016).  The complex was 94% leased as of
December 2010 compared to 90% at last review.  Property
performance has improved since last review due to higher
occupancy, increased rent and lower expenses.  The loan is full
term interest-only and matures in September 2011.  Vornado Realty
is the sponsor.  Moody's current credit estimate and stressed DSCR
are Baa3 and 1.40X, respectively, compared to Baa3 and 1.31X at
last review.

The top three performing conduit loans represent 7% of the
pool.  The largest loan is the James River Towne Center Loan
($20.7 million -- 2.6% of the pool), is secured by a 155.337 SF
retail property located in Springfield, Missouri.  The property is
shadow anchored by Wal-Mart and Kohl's.  The property was 97%
leased as of December 2010.  Property performance has improved due
to an increase in rent and a decrease in expenses.  Moody's LTV
and stressed DSCR are 78% and 1.24X, respectively, compared to 90%
and 1.09X, at last review.

The second largest loan is the Omega Corporate Center Loan
($19.8 million -- 2.4% of the pool), which is secured by a
284,723 SF office building located in Pittsburgh, Pennsylvania.  
The property was 84% leased as of February 2011.  This loan is
currently on the master servicer's watchlist due to low occupancy
and low DSCR.  Moody's considers this loan as a high risk for
default.  Moody's LTV and stressed DSCR 135% and 0.80X,
respectively, compared to 108% and 1.00X at last review.

The third largest loan is the L'Oreal Warehouse Loan
($19.5 million -- 2.4% of the pool), which is secured by a 649,250
SF industrial building located in Streetsboro, Ohio.  The property
is 100% to L'Oreal until October 2019.  Property performance has
been stable since securitization.  Moody's LTV and stressed DSCR
78% and 1.25X, respectively, compared to 78% and 1.24X at last
review.


BANC OF AMERICA: Moody's Cuts Ratings on 3 Classes of BACM 2004-3
-----------------------------------------------------------------
Moody's Investors Service downgraded three and affirmed twenty-
seven classes of Banc of America Commercial Mortgage Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2004-3:

   -- Cl. A-4, Affirmed at Aaa (sf); previously on Jul 20, 2004
      Definitive Rating Assigned Aaa (sf)

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

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

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

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

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

   -- Cl. D, Affirmed at A2 (sf); previously on Jun 9, 2010
      Confirmed at A2 (sf)

   -- Cl. E, Affirmed at A3 (sf); previously on Jun 9, 2010
      Confirmed at A3 (sf)

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

   -- Cl. G, Downgraded to B1 (sf); previously on Jun 9, 2010
      Downgraded to Ba1 (sf)

   -- Cl. H, Downgraded to B3 (sf); previously on Jun 9, 2010
      Downgraded to B1 (sf)

   -- Cl. J, Downgraded to Caa1 (sf); previously on Jun 9, 2010
      Downgraded to B3 (sf)

   -- Cl. K, Affirmed at Caa3 (sf); previously on Jun 9, 2010
      Downgraded to Caa3 (sf)

   -- Cl. L, Affirmed at Ca (sf); previously on Jun 9, 2010
      Downgraded to Ca (sf)

   -- Cl. M, Affirmed at C (sf); previously on Jun 9, 2010
      Downgraded to C (sf)

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

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

   -- Cl. SS-A, Affirmed at Baa3 (sf); previously on Jul 20, 2004
      Assigned Baa3 (sf)

   -- Cl. SS-B, Affirmed at Ba1 (sf); previously on Jul 20, 2004
      Assigned Ba1 (sf)

   -- Cl. SS-C, Affirmed at Ba2 (sf); previously on Jul 20, 2004
      Assigned Ba2 (sf)

   -- Cl. SS-D, Affirmed at Ba3 (sf); previously on Jul 20, 2004
      Assigned Ba3 (sf)

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

   -- Cl. UH-B, Affirmed at Aa1 (sf); previously on Jun 9, 2010
      Upgraded to Aa1 (sf)

   -- Cl. UH-C, Affirmed at Aa2 (sf); previously on Jun 9, 2010
      Upgraded to Aa2 (sf)

   -- Cl. UH-D, Affirmed at Aa3 (sf); previously on Jun 9, 2010
      Upgraded to Aa3 (sf)

   -- Cl. UH-E, Affirmed at A1 (sf); previously on Jun 9, 2010
      Upgraded to A1 (sf)

   -- Cl. UH-F, Affirmed at A2 (sf); previously on Jun 9, 2010
      Upgraded to A2 (sf)

   -- Cl. UH-G, Affirmed at A3 (sf); previously on Jun 9, 2010
      Upgraded to A3 (sf)

   -- Cl. UH-H, Affirmed at Baa1 (sf); previously on Jun 9, 2010
      Upgraded to Baa1 (sf)

   -- Cl. UH-J, Affirmed at Baa2 (sf); previously on Jun 9, 2010
      Upgraded to Baa2 (sf)

Ratings Rationale

The downgrades are due to interest shortfalls caused by specially
serviced loans.

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

Moody's rating action reflects a cumulative base expected loss of
5.7% of the current balance. At last full review, Moody's
cumulative base expected loss was 5.3%. Moody's stressed scenario
loss is 10.2% of the current balance. Moody's provides a current
list of base and stress scenario 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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011 The hotel
and multifamily sectors are continuing to show signs of recovery,
while recovery in the office and retail sectors will be tied to
recovery of the broader economy. The availability of debt capital
continues to improve with terms returning toward market norms.
Moody's central global macroeconomic scenario reflects an overall
sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in these ratings was "CMBS: Moody's
Approach to Rating Fusion Transactions" published in April 2005.

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the underlying rating of the loan
which corresponds to a range of credit enhancement levels. Actual
fusion credit enhancement levels are selected based on loan level
diversity, pool leverage and other concentrations and correlations
within the pool. Negative pooling, or adding credit enhancement at
the underlying rating level, is incorporated for loans with
similar credit estimates in the same transaction.

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 28 compared to 38 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 June 9, 2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 11, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 29% to
$819.89 million from $1.16 billion at securitization. The
Certificates are collateralized by 75 mortgage loans ranging in
size from less than 1% to 12% of the pool, with the top ten loans
representing 46% of the pool. Seven loans, representing 6% of the
pool, have defeased and are collateralized with U.S. Government
securities, compared to 5.2% at last review. Two loans,
representing 20.2% of the pool, have investment grade credit
estimates.

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

Five loans have been liquidated from the pool since
securitization, resulting in an aggregate $1.9 million loss (7%
loss severity on average). Currently five loans, representing 9%
of the pool, are in special servicing. The largest specially
serviced loan is the St. Clair Estates Manufactured Home Community
Loan ($25.2 million -- 3% of the pool), which is secured by a 628-
pad unit manufactured housing community. The loan was transferred
to special servicing in May 2009 for monetary default and is
currently in foreclosure. The remaining three specially serviced
loans are secured by a mix of office, multifamily, and mobile home
properties. The master servicer has recognized an aggregate $39.2
million appraisal reduction for the specially serviced loans.
Moody's has estimated an aggregate loss of $35.4 million (65%
expected loss on average) for four of the specially serviced
loans.

Moody's has assumed a high default probability for three poorly
performing loans representing 1% of the pool and has estimated a
$1.7 million loss (15% expected loss based on a 50% probability
default) from these troubled loans.

Based on the most recent remittance statement, Classes H through
P have experienced cumulative interest shortfalls totaling
$2.8 million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans. Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs),
extraordinary trust expenses and non-advancing by the master
servicer based on a determination of non-recoverability. The
master servicer has made a determination of non-recoverability for
the largest loan in special servicing and is no longing advancing
for this loan.

Moody's was provided with full year 2009 and partial year 2010
operating results for 96% and 82% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 88% compared to 89% at last full
review. Moody's net cash flow reflects a weighted average haircut
of 11% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCR are 1.48X and 1.02X, respectively, compared to
1.44X and 1.16X at last full review. Moody's actual DSCR is based
on Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit estimate is the U-Haul Portfolio
Loan ($95.3 million --12% of the pool), which is secured by 78
properties operated as U-Haul storage or rental centers. The
portfolio is also encumbered by a $65.2 million B-note which is
the collateral for non-pooled Classes UH-A, UH-B, UH-C, UH-D, UH-
E, UH-F, UH-G, UH-H and UH-J. The properties total 4.0 million
square feet (SF) and are located in 24 states with concentrations
in Texas (21%), Florida (16%) and Arizona (10.4%). The portfolio
was 100% leased as of December 2009. Moody's current credit
estimate and stressed DSCR are Aaa and 2.84X, respectively,
compared to Aaa and 2.77X at last full review.

The second loan with a credit estimate is the 17 State Street Loan
($70.0 million -- 8.5% of the pool), which is secured by a 44-
story, Class A, 532,000 SF office building located within the
South Ferry/Financial District sub-market of New York City. The
property is encumbered by a $33.9 million B-note which is the
collateral for non-pooled Classes SS-A, SS-B, SS-C, SS-D and a
non-rated class. The loan was transferred into special servicing
in July 2010 due to the servicer's determination of imminent
default and was sent back to the master servicer on April 1, 2011.
Although property performance has improved since last review,
Moody's analysis reflects a downward adjustment because the
property's overall rental level is above market levels. Moody's
current credit estimate and stressed DSCR are Baa2 and 1.48X,
respectively, compared to Baa2 and 1.50X at last full review.

The top three performing conduit loans represent 12% of the pool
balance. The largest loan is the SUN Communities -- Scio Farm Loan
($38.5 million -- 5% of the pool), which is secured by a 913-pad
manufactured housing community located in Ann Arbor, Michigan. As
of December 2010, the portfolio was 94% leased compared to 97% at
last full review. Moody's LTV and stressed DSCR are 92% and 1.00X,
respectively, compared to 96% and 0.96X at last full review.

The second largest loan is the SUN Communities Portfolio 9 Loan
($35.6 million -- 3.7% of the pool), which is secured by four
manufactured housing communities totaling 1,235 pads located in
Michigan (3) and Florida (1). As of September 2010, the portfolio
was 94% leased compared o 97% at last full review. Moody's LTV and
stressed DSCR are 90% and 1.08X, respectively, compared to 93% and
1.05X at last full review.

The third largest loan is the SUN Communities Portfolio 8 Loan
($26.2 million -- 3.2% of the pool), which is secured by three
manufactured housing communities totaling 1,174 pads located in
Indiana (2) and Florida (1). As of December 2010, the portfolio
was 73% leased, the same as last full review. Moody's LTV and
stressed DSCR are 105% and 0.97X, respectively, compared to 93%
and 0.98X at last review.


BANC OF AMERICA: Moody's Cuts Rating on Class A-1 to 'C'
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of classes A-
1 and A-2 issued by Banc of America Funding 2006-R1 Trust.

Ratings Rationale

The actions are a result of the bonds not having sufficient credit
enhancement to maintain the current ratings when compared to the
revised loss expectations on the pools of mortgages backing the
underlying certificates.

The principal methodology used in these ratings is described in
the "Surveillance Approach for Resecuritized transactions" section
in "Moody's Approach to Rating US Resecuritized Residential
Mortgage-Backed Securities" published in February 2011.

Moody's ratings on the resecuritization notes are based on:

  (i) The updated expected loss on the pools of loans backing the
      underlying certificates and the updated ratings on the
      underlying certificates.

(ii) The credit enhancement available to the underlying
      certificates, and

(iii) The structure of the resecuritization transaction.

Moody's first updated its loss assumptions on the underlying
pools of mortgage loans backing the underlying certificates
and then arrived at updated ratings and losses on the underlying
certificates. Losses on the underlying certificates were then
ascribed to the resecuritized bonds, according to the structure
of the resecuritized transaction, to estimate the losses and hence
ratings on the resecuritized certificates.

The principal methodology used in determining the underlying
ratings is described in the Monitoring and Performance Review
section in "Moody's Approach to Rating US Residential Mortgage-
Backed Securities" published in December 2008. For other
methodologies used for estimating losses on 2005-2008 vintage
Alt-A/Option Arm, Subprime, and Prime Jumbo pools, please refer
to the methodology publication " Alt-A RMBS Loss Projection
Update: February 2010", " Subprime RMBS Loss Projection Update:
February 2010", and "Prime Jumbo RMBS Loss Projection Update:
January 2010", available

on Moodys.com. The primary source of assumption uncertainty is the
current macroeconomic environment, in which unemployment levels
remain high, and weakness persists in the housing market. Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in late 2011, accompanied by continued stress in
national employment levels through that timeframe.

Moody's Investors Service received and took into account a third
party due diligence report on the underlying assets or financial
instruments in this transaction and the due diligence report had a
neutral impact on the ratings.

Complete rating actions are:

   Issuer: Banc of America Funding 2006-R1 Trust

   -- Cl. A-1, Downgraded to C (sf); previously on Mar 12, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

   Financial Guarantor: CIFG Assurance North America, Inc.
   (Insured Rating Withdrawn on Nov 12, 2009)

   -- Underlying Rating: Downgraded to C (sf); previously on
      Jun 22, 2009 Downgraded to Ca (sf)

   -- Cl. A-2, Downgraded to C (sf); previously on Jan 29, 2010
      Caa2 (sf) Placed Under Review for Possible Downgrade

   Financial Guarantor: CIFG Assurance North America, Inc.
   (Insured Rating Withdrawn on Nov 12, 2009)

   -- Underlying Rating: Downgraded to C (sf); previously on
      Jun 22, 2009 Downgraded to Caa2 (sf)


BANC OF AMERICA: Moody's Puts Ratings on 6 Classes on Review
------------------------------------------------------------
Moody's Investors Service (Moody's) placed six classes of Banc of
America Commercial Mortgage Inc., Commercial Pass-Through
Certificates, Series 2006-5 on review for possible downgrade as:

   -- Cl. A-J, Baa3 (sf) Placed Under Review for Possible
      Downgrade; previously on Jun 9, 2010 Downgraded to Baa3 (sf)

   -- Cl. B, Ba3 (sf) Placed Under Review for Possible Downgrade;
      previously on Jun 9, 2010 Downgraded to Ba3 (sf)

   -- Cl. C, B2 (sf) Placed Under Review for Possible Downgrade;
      previously on Jun 9, 2010 Downgraded to B2 (sf)

   -- Cl. D, Caa2 (sf) Placed Under Review for Possible Downgrade;
      previously on Jun 9, 2010 Downgraded to Caa2 (sf)

   -- Cl. E, Caa3 (sf) Placed Under Review for Possible Downgrade;
      previously on Jun 9, 2010 Downgraded to Caa3 (sf)

   -- Cl. F, Ca (sf) Placed Under Review for Possible Downgrade;
      previously on Jun 9, 2010 Downgraded to Ca (sf)

The classes were placed on review due to an increase in interest
shortfalls and realized losses and anticipated losses from
specially serviced and troubled loans.  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 June 9, 2010.  

Deal performance:

As of the April 11, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 6%
to $2.11 billion from $2.24 billion at securitization.  The
Certificates are collateralized by 176 mortgage loans ranging
in size from less than 1% to 7.2% of the pool, with the top ten
loans representing 41% of the pool.  The pool includes one loan,
representing 7.2% of the pool, with a credit estimate.

Forty loans, representing 25% of the pool, are on the master
servicer's watchlist.  At last review loans representing 12% of
the pool was on the 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 Moody's ongoing monitoring of a transaction, Moody's
reviews the watchlist to assess which loans have material issues
that could impact performance.

Nine loans have been liquidated from the pool resulting in
$44 million of realized losses (50% average severity).  The pool
had $11 million of realized losses at last review.  Eighteen
loans, representing 18% of the pool, are in special servicing.  
There were 17 loans, representing 15% of the pool, in special
servicing at last review.  The servicer has recognized $98 million
of appraisal reductions as compared to $37 million at last review.

Based on the most recent remittance statement, Classes E
through P have experienced cumulative interest shortfalls
totaling $5.9 million.  Interest shortfalls totaled $2.4 million
and were contained to Classes H though P at last review.  Moody's
anticipates that the pool will continue to experience interest
shortfalls due to the increased exposure to specially serviced
loan and troubled loans since last review.  Interest shortfalls
are caused by special servicing fees, including workout and
liquidation fees, appraisal subordinate entitlement reductions
(ASERs) and extraordinary trust expenses.

Moody's review will focus on the interest shortfalls, potential
losses from specially serviced and troubled loans and the
performance of the overall pool.

The principal methodology used in rating and monitoring this
transaction is "US CMBS: Moody's Approach to Rating Fusion
Transactions" published April 19, 2005, which is available
on www.moodys.com.


BANC OF AMERICA: Moody's Ups Rating on Class P Certs. to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service (Moody's) upgraded the ratings of two
classes and affirmed one class of Banc of America Structured
Securities Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-X1:

   -- Cl. XC, Affirmed at Aaa (sf); previously on Jul 29, 2002
      Definitive Rating Assigned Aaa (sf)

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

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

Ratings Rationale

The upgrades are due to the significant increase in subordination
due to loan payoffs and lower expected losses than at last review.  
The pool has paid down by 76% since Moody's last review.

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

Moody's rating action reflects a cumulative base expected
loss of 26% of the current balance.  At last review, Moody's
cumulative base expected loss was 22%.  The current cumulative
base expected loss represents a higher percentage of the pool
than at last review due to significant pay downs since last
review, even though the dollar amount of expected loss is less.  
At last review Moody's cumulative expected loss was $20.8 million
compared to $6.0 million at this review.  Moody's stressed
scenario loss is 33% of the current balance.  Moody's provides a
current list of base and stress scenario 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 forward-looking view of the likely range of performance
over the medium term.  From time to time, Moody's may, if
warranted, change these expectations.  Performance that falls
outside the given range may indicate that the collateral's credit
quality is stronger or weaker than Moody's had anticipated when
the related securities ratings were issued.  Even so, a deviation
from the expected range will not necessarily result in a rating
action nor does performance within expectations preclude such
actions.  The decision to take (or not take) a rating action is
dependent on an assessment of a range of factors including, but
not exclusively, the performance metrics.

Primary sources of assumption uncertainty are the current
sluggish macroeconomic environment and varying performance in
the commercial real estate property markets.  However, Moody's
expects to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011 The hotel
and multifamily sectors are continuing to show signs of recovery,
while recovery in the office and retail sectors will be tied to
recovery of the broader economy.  The availability of debt capital
continues to improve with terms returning toward market norms.  
Moody's central global macroeconomic scenario reflects an overall
sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodologies used in this rating were:
"Moody's Approach to Rating Conduit Transactions", published on
September 15, 2000 and "CMBS: Moody's Approach to Rating Large
Loan/Single Borrower Transactions" published in July 2000.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the credit estimate of the
loan which corresponds to a range of credit enhancement levels.  
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the credit estimate level, is incorporated for
loans with similar credit estimates in the same transaction.

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 6 compared to 15 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 8.0 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 May 26, 2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 11, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 92% to
$22.4 million from $287.8 million at securitization.  The
Certificates are collateralized by 16 mortgage loans ranging in
size from less than 1% to 23% of the pool, with the top ten loans
representing 92% of the pool.  One loan, representing 2% of the
pool, has defeased and is secured by U.S. Government bonds.  The
pool faces significant refinance risk as 69% of the pool has
matured or matures within the next six months.

Two loans, representing 2% 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
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Twenty-one loans have been liquidated from the pool, resulting in
a realized loss of $10 million (27% loss severity).  Eight loans,
representing 75% of the pool, are currently in special servicing.  
Moody's has estimated an aggregate $4.8 million loss (44% expected
loss on average) for the specially serviced loans.

Moody's was provided with full year 2009 operating results for
100% of the performing loans.  Excluding specially serviced and
troubled loans, Moody's weighted average LTV is 93% compared to
70% at Moody's prior review.  Moody's net cash flow reflects a
weighted average haircut of 10% to the most recently available net
operating income.  Moody's value reflects a weighted average
capitalization rate of 10.5%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.12X and 1.45X, respectively, compared to
1.31X and 1.77X 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 performing loan is the Pennsylvania Place Apartments
Loan ($2.8 million -- 13% of the pool), which is secured by a
152 unit apartment building located in Fort Worth, Texas.  The
property is currently 92% leased compared to 96% at last review.  
The property's rent and vacancy rates are in line with the Fort
Worth market, and the performance remains stable.  Moody's LTV and
stressed DSCR are 70% and 1.48X, respectively, compared to 74% and
1.39X at last review.

The top three specially serviced loans represent 63% of the pool
balance.  The largest loan is the Steeple Chase Apartments Loan
($5.2 million -- 24% of the pool) which is secured by a 98 unit
multifamily property located in Toledo, Ohio.  The property is
currently 91% leased.  Forbearance terms have been agreed upon,
as the borrower was unable to pay off the balance at maturity.  
Moody's is not assuming a loss on this loan.  Moody's LTV and
stressed DSCR are 128% and 0.78X, respectively, compared to 138%
and 0.72X at last review.

The second largest specially serviced loan is the Village
Park at Colleyville Shopping Center Loan ($4.6 million -- 20%),
which is secured by a 45,000 square foot retail center located
in Colleyville, Texas, which is about six miles west of the
Dallas/Fort Worth Airport.  The property is currently 49% leased,
essentially the same as last review.  The property is real estate
owned (REO).

The third largest specially serviced loan is the Comfort Inn-Palm
Springs, CA Loan ($4.0 million -- 18%), which is secured by a
limited service hotel located in Palm Springs, California.  The
hotel's performance was stable until 900 rooms were added to the
Palm Springs market in 2007 and 2008.  The borrower filed for
chapter 11 bankruptcy in January of 2010 and foreclosure has been
initiated.


BANC OF AMERICA: S&P Withdraws 'CCC' Rating on Class N Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 54
classes from 36 commercial mortgage-backed securities (CMBS), and
commercial real estate collateralized debt obligation (CRE CDO)
transactions.

"We withdrew our ratings on 46 classes from 30 CMBS and CRE CDO
transactions following the repayment of each class' principal
balance, as noted in each transaction's April 2011 remittance
report. We withdrew our ratings on six interest-only (IO) classes
from six transactions following the reduction of each class'
notional balance as noted in each transaction's April 2011
remittance report," S&P stated.

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

Ratings Withdrawn Following Repayment or Reduction of Notional
Balance

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2002-2
                                 Rating
Class                    To                  From
A-2                      NR                  AAA (sf)

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2004-2
                                 Rating
Class                    To                  From
XP                       NR                  AAA (sf)

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2006-2
                                 Rating
Class                    To                  From
A-1                      NR                  AAA (sf)

Banc of America Structured Securities Trust
Commercial mortgage pass-through certificates series 2002-X1
                                 Rating
Class                    To                  From
L                        NR                  B- (sf)
M                        NR                  CCC+ (sf)
N                        NR                  CCC (sf)

Bear Stearns Commercial Mortgage Securities Inc.
Commercial mortgage pass-through certificates series 2000-WF1
                                 Rating
Class                    To                  From
E                        NR                  AAA (sf)

Bear Stearns Commercial Mortgage Securities Trust
Commercial mortgage pass through certificates series 2003-TOP10
                                 Rating
Class                    To                  From
X-2                      NR                  AAA (sf)

Citigroup Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2007-FL3
                                 Rating
Class                    To                  From
VSM-1                    NR                  B- (sf)
VSM-2                    NR                  CCC+ (sf)

COMM 2004- LNB3
Commercial mortgage pass through certificates
                                 Rating
Class                    To                  From
A-2                      NR                  AAA (sf)

COMM 2004- LNB4
Commercial mortgage pass-through certificates
                                 Rating
Class                    To                  From
A-3                      NR                  AAA (sf)

First Union National Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2001-C2
                                 Rating
Class                    To                  From
H                        NR                  AA- (sf)

GE Commercial Mortgage Corporation
Commercial mortgage pass-through certificates series 2004-C3
                                 Rating
Class                    To                  From
SHP-1                    NR                  AAA (sf)
SHP-2                    NR                  AAA (sf)
SHP-3                    NR                  AAA (sf)
SHP-4                    NR                  AAA (sf)

GMAC Commercial Mortgage Securities Inc.
Mortgage pass-through certificates series 2004-C1
                                 Rating
Class                    To                  From
A-2                      NR                  AAA (sf)
X-2                      NR                  AAA (sf)

Guggenheim Structured Real Estate Funding 2005-1 Ltd.
                                 Rating
Class                    To                  From
C                        NR                  BBB (sf)
D                        NR                  BBB- (sf)
E                        NR                  BBB- (sf)

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2001-C1
                                 Rating
Class                    To                  From
NC-1                     NR                  A+ (sf)
NC-2                     NR                  A (sf)

JPMorgan Chase Commercial Mortgage Securities Corp.
Mortgage pass-through certificates series 2001-CIBC1
                                 Rating
Class                    To                  From
C                        NR                  AAA (sf)

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2004-CIBC8
                                 Rating
Class                    To                  From
X-2                      NR                  AAA (sf)

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005CIBC11
                                 Rating
Class                    To                  From
A-2                      NR                  AAA (sf)

JPMorgan Chase Commercial Mortgage Securities Trust
Commercial mortgage pass-through certificates series 2006-LDP9
                                 Rating
Class                    To                  From
A-1                      NR                  AAA (sf)

LB-UBS Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2001-C7
                                 Rating
Class                    To                  From
A-3                      NR                  AAA (sf)
A-4                      NR                  AAA (sf)

Merrill Lynch Mortgage Investors Inc.
Mtg pass-thru certs ser 1997-C2
                                 Rating
Class                    To                  From
E                        NR                  AA (sf)

Morgan Stanley Capital I Trust
Commercial mortgage pass-through certificates series 2004-HQ4
                                 Rating
Class                    To                  From
A-5                      NR                  AAA (sf)

Morgan Stanley Capital I Trust
Commercial mortgage pass-through certificates series 2006-TOP23
                                 Rating
Class                    To                  From
A-1                      NR                  AAA (sf)

Morgan Stanley Dean Witter Capital I Trust
Commercial mortgage pass-through certificates series 2001-TOP1
                                 Rating
Class                    To                  From
B                        NR                  AA+ (sf)

Morgan Stanley Dean Witter Capital I Trust
Commercial mortgage pass-through certificates series 2003-TOP9
                                 Rating
Class                    To                  From
A-1                      NR                  AAA (sf)

Multi Security Asset Trust LP
Commercial mortgage-backed securities pass-through certificates
series 2005-RR4
                                 Rating
Class                    To                  From
A-2                      NR                  AA- (sf)

Prudential Securities Secured Financing Corp.
Comm mtg pass-thru certs ser 1998-C1
                                 Rating
Class                    To                  From
D                        NR                  AAA (sf)

Salomon Brothers Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2001-C1
                                 Rating
Class                    To                  From
B                        NR                  AAA (sf)

Solar Trust
Commercial mortgage pass-through certificates series 2001-1
                                 Rating
Class                    To                  From
B                        NR                  AAA (sf)
C                        NR                  AA+ (sf)

STRIPs CDO Ltd.
STRIPs CDO notes 2002-2
                                 Rating
Class                    To                  From
N                        NR                  BB- (sf)

TrizecHahn Office Properties Trust
Commercial mortgage pass-through certificates series 2001-TZH
                                 Rating
Class                    To                  From
A-4                      NR                  AAA (sf)
B-4                      NR                  AAA (sf)
C-4                      NR                  AAA (sf)
D-4                      NR                  AA+ (sf)
E-4                      NR                  A (sf)

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates 2002-C1
                                 Rating
Class                    To                  From
A-3                      NR                  AAA (sf)

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates 2003-C4
                                 Rating
Class                    To                  From
X-P                      NR                  AAA (sf)

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2004-C11
                                 Rating
Class                    To                  From
X-P                      NR                  AAA (sf)

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2004-C14
                                 Rating
Class                    To                  From
A-2                      NR                  AAA (sf)

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2005-C19
                                 Rating
Class                    To                  From
A-3                      NR                  AAA (sf)

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2005-C20
                                 Rating
Class                    To                  From
A-4                      NR                  AAA (sf)

Ratings Withdrawn Following Application of Criteria for IO
Securities

First Union National Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2001-C2
                                 Rating
Class                    To                  From
I/O                      NR                  AAA (sf)

Morgan Stanley Dean Witter Capital I Trust
Commercial mortgage pass-through certificates series 2001-TOP1
                                 Rating
Class                    To                  From
X-1                      NR                  AAA (sf)

NR -- Not rated.


BAYVIEW FINANCIAL: Fitch Downgrades Ratings on 8 Classes
--------------------------------------------------------
Fitch Ratings has affirmed 4 and downgraded 8 classes within 4
Bayview Financial Asset Trust (BFAT) transactions, which are U.S.
RMBS Resecuritization Trusts (Re-REMICs).

All four Bayview RE-REMIC transactions are secured by underlying
classes of asset-backed securities. Each of the underlying
securities represents senior interest in an underlying pool of
loans consisting of fixed- and adjustable-rate residential
mortgage loans; small balance commercial, multi-family and mixed-
use loans; and installment contracts for the purchase of real
property. The transactions also include senior interest in
underlying pools that consist of FHA insured mortgage loans, and
U.S. Small Business Administration (SBA) disaster assistance loans
(SBA Assistance Loans). The SBA Assistance Loans are secured by
second liens on commercial property or by various types of non-
real estate collateral, or are unsecured.

Fitch's rating actions are:

Bayview Financial Trading Group, L.P. 2003-SSR1

   -- Class A (07324QDR4) affirmed at 'AAAsf'; Outlook Stable;

   -- Class M (07324QDS2) affirmed at 'AAsf'; Outlook Stable.

Bayview Financial, L.P. 2004-SSR1

   -- Class A1 (07324QEX0) downgraded to 'BBsf' from 'AAAsf';
      Outlook Negative;

   -- Class A2A (07324QEY8) downgraded to 'BBsf' from 'AAAsf';
      Outlook Negative;

   -- Class A2B (07324QEZ5) downgraded to 'BBsf' from 'AAAsf;
      Outlook Negative;

   -- Class M (07324QFA9) downgraded to 'BBsf' from 'AAsf';
      Outlook Negative.

Bayview Financial, L.P. 2007-SSR1

   -- Class A (07325QAA3) downgraded to 'BBsf' from 'AAAsf';
      Outlook Negative;

   -- Class M1 (07325QAB1) downgraded to 'Bsf' from 'Asf'; Outlook
      Negative;

   -- Class M2 (07325QAC9) affirmed at 'Bsf'; Outlook Negative;

   -- Class M3 (07325QAD7) affirmed at 'CCCsf'; Recovery Rating
      revised to 'RR5' from 'RR2';

   -- Class M4 (07325QAE5) downgraded to 'CCsf/RR5' from
      'CCCsf/RR2'.

Bayview Financial Asset Trust 2007-SSR2

   -- Class A (07326CAC9) downgraded to 'CCsf/RR4' from
      'CCCsf/RR2'.

The downgrades are a result of increased loss assumptions
and revisions to Fitch's interest rate and servicer advance
assumptions in rating-stressed scenarios. Mortgage pool loss
assumptions were increased for a number of the underlying mortgage
pools as a result of increased loss-severity on liquidated loans.
Fitch's interest rate stresses are described in Fitch's March 21,
2011 criteria, 'Criteria for Interest Rate Stresses in Structured
Finance Transactions'.

While the rated classes in all four Re-REMIC transactions benefit
from excess spread, overcollateralization and a reserve fund, the
transactions also contain two characteristics which increase their
sensitivity to the revised stress assumptions. First, principal is
paid pro-rata across senior and subordinate classes. This feature
results in a reduction of the subordination for senior classes
over time and can increase their vulnerability to higher losses
later in a transaction's life. Second, the transactions all have
varying degrees of basis risk as a result of fixed-rate coupons on
the underlying bonds collateralizing floating-rate coupons in the
Re-REMIC.

Bayview Financial Asset Trust 2003-SSR1 has generally performed
within expectations to date, with the underlying mortgage pools
experiencing relatively low delinquency rates and limited losses
to date. Despite more stressful assumptions and the pro-rata
principal pay structure of the Re-REMIC, the ratings of the A and
M classes were affirmed due to the credit protection provided by
the overcollateralization and reserve fund.

The performance of the mortgage pools underlying Bayview Financial
Asset Trust 2004-SSR1 has been worse than expected and resulted in
increased loss assumptions. Additionally, due to the revised
interest rate assumptions and basis risk within the transaction,
all classes are projected to incur unrecovered interest shortfalls
in all stressed scenarios. As a result of the projected interest
shortfalls, the ratings were capped at 'BBsf' based on Fitch's
'Criteria for Rating Caps in Global Structured Finance
Transactions' (June 23, 2010) and remain on Outlook Negative.

Bayview Financial Asset Trust 2007-SSR1 exibits significant
sensitivity to interest rate assumptions since 80% of the
underlying classes are fixed rate, while the Re-REMIC classes are
floating rate. As a result of more stressful interest rate
stresses and decreased servicer advancing, there is less projected
excess spread to cover losses and pay interest in the future. The
projected reduction in excess spread to cover losses along with
the pro-rata pay structure resulted in downgrades for the class A
and class M1. In addition, the class A experienced unrecovered
projected interest shortfalls in the 'BBBsf' stress scenario,
which resulted in a rating cap of 'BBsf'.

The Class A in Bayview Financial Asset Trust 2007-SSR2 was
downgraded to 'CCsf' based on the increased likelihood of default
and the poor collateral performance to date. The recovery rating
was revised to 'RR4' from 'RR2' as a result of the reduction in
projected cash flow expected to be recovered in the 'Bsf' stress
scenario.

To review ratings on the Re-REMIC transactions, Fitch first
determined each collateral pool's projected base-case and rating
stressed default and loss severity assumptions for the underlying
transactions. Due to the atypical characteristics of the
underlying mortgage pool, Fitch did not use its proprietary loan-
level residential mortgage model when projecting mortgage pool
losses. Given the similarities in the collateral's default
behavior with subprime mortgage loans of similar vintages, Fitch
used a performance-adjusted subprime vintage average default
assumption for performing loans and assumed 100% probability of
default for all delinquent loans. Loss severities for the
underlying mortgage loans are generally materially higher than
typical subprime loans. Fitch assumed 100% severity for all second
lien and unsecured pools and 90% severity for all first lien
pools. In addition, Fitch assumed the servicers would not advance
delinquent payments on second lien loans or on first lien loans
that are in foreclosure or REO. Finally, adjustments were made to
account for small pool risk in the underlying transactions based
on Fitch's small pool policy, 'Considering Small Loan Count Tail
Risk in U.S. RMBS' (Nov. 16, 2010).

After determining each underlying mortgage pools' projected base-
case and stressed scenario loss assumptions, Fitch performs cash
flow analysis to ascertain the amount of bond recovery and loss
that the Re-REMIC classes take in the 'AAA-B' rating stresses.
Fitch's cash flow assumptions are described in the April 28, 2010
report, 'U.S. RMBS Surveillance Criteria'. Fitch's Cash flow
Criteria is described in the report 'U.S RMBS Cash Flow Analysis
Criteria' published on June 28, 2010.

Following a review of the cash flow results, Fitch affirmed or
downgraded the ratings of the Re-REMIC classes based on each
bond's credit risk and likelihood of receiving full payment of
interest.

In addition to the long-term credit rating on each rated class,
Fitch has also revised the Recovery Ratings on the three bonds
which are expected to incur impairment.

These actions were reviewed by a committee of Fitch analysts.


BEAR STEARNS: Fitch Downgrades 10 Classes of BSCMSI 2005-PWR8
-------------------------------------------------------------
Fitch Ratings has downgraded 10 classes of Bear Stearns Commercial
Mortgage Securities Trust commercial mortgage pass-through
certificates series 2005-PWR8 due to further performance
deterioration.

The downgrades reflect an increase in Fitch expected losses across
the pool. Fitch modeled losses of 6.7% of the remaining pool;
expected losses on the original pool balance total 7.4%, including
losses already incurred to date. Fitch has designated 41 loans
(22.5%) as Fitch Loans of Concern, which includes six specially
serviced loans (3.8%). At Fitch's last review, there were seven
specially serviced loans (4.5%). Currently, Fitch expects classes
K through M may be fully depleted from eventual losses associated
with the specially serviced loans.

As of the April 2011 distribution date, the pool's aggregate
principal balance has paid down by 11.8% to $1.56 billion from
$1.77 billion at issuance. Seven loans (7.7%) have defeased since
issuance. Interest shortfalls are currently affecting classes H
through Q.

The largest contributor to expected losses is the Marriott Troy
loan (2.3% of the pool), which is secured by a 350-key full-
service hotel in Troy, MI. In 2010, servicer-reported NOI was down
by 67% compared with the issuer's underwriting. Despite the
insufficiency of property cash flow to cover debt service, the
loan remains current and a full cash trap is in place.

The second largest contributor to expected losses is the
specially-serviced Union Centre Pavilion loan (1%), which is
secured by an approximately 146,000-sf anchored retail center
built in 2001, located in a northern suburb of Cincinnati, OH. The
loan transferred to special servicing in February 2009 for
imminent default, and foreclosure was filed in May 2010. Based on
a 2010 appraisal, Fitch expects significant losses. Upon the asset
becoming real estate owned (REO), the special servicer has
indicated that a new appraisal will be ordered.

The third largest contributor to expected losses is the Malibu
Creek Plaza loan (1.4%), which is secured by an approximately
51,000-sf unanchored retail center in Malibu, CA, built in 1966
and located off of the Pacific Coast Highway. The center's largest
tenants include Guido's Restaurant, Banana Republic, and Wells
Fargo. An April 2011 rent roll indicates that the center is 75%
leased, down from 100% at issuance. In addition, servicer-reported
NOI was 55% lower than the issuer's original underwriting, based
on annualizing NOI for the nine months ended Sept. 30, 2010.
However, the loan remains current.

Fitch downgrades these classes and revises the Loss Severity (LS)
ratings, Recovery Ratings (RRs), and Outlooks:

   -- $37.5 million class B to 'BBB-sf/LS5' from 'BBBsf/LS5';
      Outlook to Stable from Negative;

   -- $17.7 million class C to 'BBsf/LS5' from 'BBB-sf/LS5';
      Outlook Negative;

   -- $26.5 million class D to 'Bsf/LS5' from 'BBsf/LS5'; Outlook
      Negative;

   -- $17.7 million class E to 'CCCsf/RR1' from 'BBsf/LS5';

   -- $19.9 million class F to 'CCCsf/RR1' from 'Bsf/LS5';

   -- $15.4 million class G to 'CCCsf/RR1' from 'B-sf/LS5';

   -- $17.7 million class H to 'CCsf/RR1' from 'B-sf/LS5';

   -- $8.8 million class J to 'CCsf/RR5' from 'B-sf/LS5';

   -- $4.4 million class K to 'Csf/RR6' from 'B-sf/LS5';

   -- $6.6 million class L to 'Csf/RR6' from 'B-sf/LS5'.

Fitch also affirms these classes and revises the Rating Outlooks:

   -- $45.3 million class A-3 at 'AAAsf/LS1'; Outlook Stable;

   -- $113.7 million class A-AB at 'AAAsf/LS1'; Outlook Stable;

   -- $1,020.4 million class A-4 at 'AAAsf/LS1'; Outlook Stable;

   -- $50 million class A-4FL at 'AAAsf/LS1'; Outlook Stable;

   -- $150 million class A-J at 'Asf/LS3'; Outlook to Stable from
      Negative.

The class M, N, and P certificates are affirmed at 'Dsf/RR6'.
Classes A-1 and A-2 have paid in full. Fitch does not rate class
Q.

Fitch withdraws the ratings on the interest-only classes X-1 and
X-2.


BEAR STEARNS: Fitch Takes Various Actions on Series 2003-Top10
--------------------------------------------------------------
Fitch Ratings has upgraded two classes and downgraded four classes
of Bear Stearns Commercial Mortgage Securities Trust commercial
mortgage pass-through certificates, series 2003-Top10.
The downgrades reflect Fitch expected losses which are expected to
significantly reduce the balance of the unrated class O. The
upgrades reflect increased credit enhancement to senior classes as
a result of paydown and defeasance along with minimal Fitch
expected losses. In addition, Fitch applied additional cap rate
stresses which still allowed for upgrades.

Fitch modeled losses of 2.29% of the remaining pool. Fitch has
designated 12 loans (6.6%) as Fitch Loans of Concern, which
includes 3 specially serviced loans (1.6%).

As of the April 2011 distribution date, the pool's aggregate
principal balance has been paid down by approximately 22% to
$949.6 million from $1.2 billion at issuance. Twenty-seven loans,
representing 17.27% of the transaction are defeased. Interest
shortfalls are affecting the unrated class O.

The largest contributor to loss (.66% of pool balance) is a hotel
located in San Antonio, Texas. The loan remains current despite
declining performance. The servicer reported year-end (YE) 2010
debt service coverage ratio (DSCR) was .40 times (x) and year-end
occupancy of 40%. While performance has improved according to most
recent trailing performance data, the property still does not
generate sufficient income to service the debt.

The next largest contributor to losses (.27%) is an office
property located in Citrus Heights, CA. The loan transferred to
the special servicer on March 15, 2011 due to imminent default and
the borrower's request to restructure the debt. The loan is now 60
days delinquent. The most recent servicer reported occupancy is
68% as of September 2010 and .70x DSCR as of December 2009. The
special servicer is reviewing the borrowers request for a debt
restructure.

Fitch downgrades these classes and revises the Outlooks, Loss
Severity (LS) ratings, and assigns Recovery Ratings (RRs):

   -- $6.1 million class K to 'B/LS5' from 'BB-/LS5'; Outlook
      Negative;

   -- $4.5 million class L to 'B-/LS5' from 'B+/LS5'; Outlook
      Negative;

   -- $3 million class M to 'CCC/RR1' from 'B/LS5';

   -- $3 million class N to 'CC/RR1' from 'B-/LS5'.

Fitch upgrades these classes and revises LS ratings:

   -- $34.8 million class B to 'AAA/LS3' from 'AA+/LS1'; Outlook
      Stable;

   -- $37.9 million class C to 'AA/LS3' from 'A/LS1'; Outlook
      Stable;

Fitch affirms and revises Outlooks on these classes:

   -- $12.1 million class D at 'A-/LS4'; Outlook Positive;

   -- $15.2 million class E at 'BBB+/LS4'; Outlook positive;

   -- $41.4 million class A-1 at 'AAA/LS1'; Outlook Stable;

   -- $749.2 million class A-2 at 'AAA/LS1'; Outlook Stable;

   -- $9.1 million class F at 'BBB/LS5'; Outlook Stable;

   -- $7.6 million class G at 'BBB-/LS5'; Outlook Stable;

   -- $10.6 million class H at 'BB+/LS4'; Outlook Stable;

   -- $4.5 million class J at 'BB/LS5'; Outlook Stable.

Fitch does not rate the $12.1 million class O.

Fitch withdraws the rating on the interest-only classes X-1 and
X-2.


BEAR STEARNS: Moody's Affirms 15 CMBS Classes of BSCMS 2002-PBW1
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 15 classes of
Bear Stearns Commercial Mortgage Securities Trust Commercial
Mortgage Pass-Through Certificates, Series 2002-PBW1:

   -- Cl.r A-1, Affirmed at Aaa (sf); previously on Oct 3, 2002
      Definitive Rating Assigned Aaa (sf)

   -- Cl.r A-2, Affirmed at Aaa (sf); previously on Oct 3, 2002
      Definitive Rating Assigned Aaa (sf)

   -- Cl.r X-1, Affirmed at Aaa (sf); previously on Oct 3, 2002
      Definitive Rating Assigned Aaa (sf)

   -- Cl.r B, Affirmed at Aaa (sf); previously on Apr 6, 2006
      Upgraded to Aaa (sf)

   -- Cl.r C, Affirmed at Aaa (sf); previously on Sep 20, 2007
      Upgraded to Aaa (sf)

   -- Cl.r D, Affirmed at Aaa (sf); previously on Sep 20, 2007
      Upgraded to Aaa (sf)

   -- Cl.r E, Affirmed at Aaa (sf); previously on Sep 25, 2008
      Upgraded to Aaa (sf)

   -- Cl.r F, Affirmed at Aa2 (sf); previously on Sep 25, 2008
      Upgraded to Aa2 (sf)

   -- Cl.r G, Affirmed at Ba1 (sf); previously on Sep 22, 2010
      Downgraded to Ba1 (sf)

   -- Cl.r H, Affirmed at B2 (sf); previously on Sep 22, 2010
      Downgraded to B2 (sf)

   -- Cl.r J, Affirmed at Caa3 (sf); previously on Sep 22, 2010
      Downgraded to Caa3 (sf)

   -- Cl.r K, Affirmed at C (sf); previously on Sep 22, 2010
      Downgraded to C (sf)

   -- Cl.r L, Affirmed at C (sf); previously on Sep 22, 2010
      Downgraded to C (sf)

   -- Cl.r M, Affirmed at C (sf); previously on Sep 22, 2010
      Downgraded to C (sf)

   -- Cl.r N, Affirmed at C (sf); previously on Sep 22, 2010
      Downgraded to C (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 cumulative base expected loss of
6.4% of the current balance. At last review, Moody's cumulative
base expected loss was 6.7%. Moody's stressed scenario loss is
9.0% of the current balance. Moody's provides a current list of
base and stress scenario 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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Rating U.S. CMBS Fusion Transactions", published in
April, 2005.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the underlying rating of the loan
which corresponds to a range of credit enhancement levels. Actual
fusion credit enhancement levels are selected based on loan level
diversity, pool leverage and other concentrations and correlations
within the pool. Negative pooling, or adding credit enhancement at
the underlying rating level, is incorporated for loans with
similar credit estimates in the same transaction.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated September 22, 2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 11, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 41% to
$547.6 million from $921.2 million at securitization. The
Certificates are collateralized by 101 mortgage loans ranging in
size from less than 1% to 5% of the pool, with the top ten loans
representing 26% of the pool. The pool contains one loan with an
investment grade credit estimate that represents 4% of the pool.
Twenty loans, representing 33% of the pool, have defeased and are
collateralized with U.S. Government securities.

Thirty-one loans, representing 26% 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's (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

One loan has been liquidated from the pool, resulting in an
aggregate realized loss of $11 million (90% loss severity). Six
loans, representing 7% of the pool, are currently in special
servicing. The master servicer has recognized an aggregate
$23.5 million appraisal reduction for six of the specially
serviced loans. Moody's has estimated an aggregate $25.5 million
loss (69% expected loss on average) for the specially serviced
loans.

Moody's has assumed a high default probability for seven poorly
performing loans representing 4% of the pool and has estimated a
$4.7 million aggregate loss (20% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2009 and partial/full year
2010 operating results for 100% and 91% of the pool's non-defeased
loans, respectively. Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 74% compared to 72% at
Moody's prior review. Moody's net cash flow reflects a weighted
average haircut of 11% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.6%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.53X and 1.58X, respectively, compared to
1.73X and 1.56X 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.

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 the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 38 compared to 42 at Moody's prior review.

The loan with a credit estimate is the RREEF Textron Portfolio
Loan ($20.4 million -- 3.7% of the pool), which is secured by four
properties, including industrial, multifamily, retail and office
buildings, located in the District of Columbia, Florida, Texas and
Washington. Moody's underlying rating and stressed DSCR are Aaa
and 3.90X, respectively, compared to Aaa and 3.17X at last review.

The top three performing conduit loans represent 10% of the pool
balance. The largest loan is the Mountain Square Shopping Center
Loan ($21.7 million -- 4% of the pool), which is secured by a
273,189 square foot (SF) office building located in Upland,
California. The property was 80% leased as of December 2010
compared to 83% as of December 2009. Moody's LTV and stressed DSCR
are 83% and 1.24X, respectively, compared to 78% and 1.32X at last
review.

The second largest loan is the CNL Retail Portfolio Loan
($18.7 million -- 3.4% of the pool), which is secured by five
freestanding single-tenant retail properties located in Florida
(4) and Virginia. The portfolio was 100% leased as of December
2010, the same at securitization. Borders, which occupies one of
the properties (30,000 SF -- 14% of the portfolio's net rentable
area), announced it would vacate prior to its November 2015 lease
expiration due to bankruptcy. Moody's LTV and stressed DSCR are
61% and 1.73X, respectively, compared to 55% and 1.91X at last
review.

The third largest loan is the North Decatur Shopping Center Loan
($12.1 million -- 2.2% of the pool), which is secured by a 136,000
SF retail center located in Atlanta, Georgia. The property was 87%
leased as of December 2010 compared to 94% as of December 2009.
Performance has declined to the decline in occupancy. Moody's LTV
and stressed DSCR are 112% and 0.91X, respectively, compared to
92% and 1.12X at last review.


BEAR STEARNS: Moody's Cuts Rating on 2002 RMBS Class I-B-4 to 'C'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 120
tranches and confirmed the rating of one tranche from 11 prime
jumbo deals issued by Bear Stearns ARM Trust.  The collateral
backing these deals consists primarily of first-lien, adjustable
rate prime jumbo residential mortgages.

                       Ratings Rationale

The actions are a result of deteriorating performance of prime
jumbo pools securitized before 2005.  Although most of these pools
have paid down significantly, the remaining loans are affected by
the housing and macroeconomic conditions that remain under duress.
Moody's previous rating actions considered a loss allocation
limitation defined in the prospectus supplement which provides
protection to the senior certificates backed by stronger
performing groups.  However, as per the pooling and servicing
agreement (PSA), the language does not indicate a loss allocation
limitation in these deals.  Moody's has confirmed with the Trustee
that it is employing this interpretation.  As such, all senior
certificates will be allocated losses from the related collateral
group without regard to any limits, and Moody's has adjusted the
ratings accordingly.

The principal methodology used in these ratings is described in
the Monitoring and Performance Review section in "Moody's Approach
to Rating US Residential Mortgage-Backed Securities" published in
December 2008.  Other methodologies used include "Pre-2005 US RMBS
Surveillance Methodology" published in January 2011, which
accounts for the deteriorating performance and outlook.

To assess the rating implications of the updated loss levels on
prime jumbo RMBS, each individual pool was run through a variety
of scenarios in the Structured Finance Workstation(R) (SFW), the
cash flow model developed by Moody's Wall Street Analytics.  This
individual pool level analysis incorporates performance variances
across the different pools and the structural features of the
transaction including priorities of payment distribution among the
different tranches, average life of the tranches, current balances
of the tranches and future cash flows under expected and stressed
scenarios. The scenarios include fifty four different combinations
comprising of six loss levels, three loss timing curves and three
prepayment curves.  For ratings implied Aa3 and above, an
additional prepayment curve is run to assess resilience to a high
prepayment scenario.

The  approach "Pre-2005 US RMBS Surveillance Methodology" is
adjusted slightly when estimating losses on pools left with a
small number of loans to account for the volatile nature of small
pools.  Even if a few loans in a small pool become delinquent,
there could be a large increase in the overall pool delinquency
level due to the concentration risk.  To project losses on pools
with fewer than 100 loans, Moody's first estimates a "baseline"
average rate of new delinquencies for the pool that varies from 3%
to 5% 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 fewer the number of
loans remaining in the pool, the higher the volatility in
performance. 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 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 current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market.  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in late 2011, accompanied by continued stress in
national employment levels through that timeframe.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the rating.

Complete rating actions are:

Issuer: Bear Stearns ARM Trust 2002-11

  Cl. I-M-1, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. I-B-1, Downgraded to B1 (sf); previously on Apr 15, 2010 Aa2
      (sf) Placed Under Review for Possible Downgrade

  Cl. I-B-2, Downgraded to Caa2 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-B-3, Downgraded to Ca (sf); previously on Apr 15, 2010
      Baa2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-B-4, Downgraded to C (sf); previously on Apr 15, 2010 Ba2
      (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2002-12

  Cl. I-A-1, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-7, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. I-B-1, Downgraded to A2 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. I-B-2, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa1 (sf) Placed Under Review for Possible Downgrade

  Cl. I-B-3, Downgraded to B3 (sf); previously on Apr 15, 2010 A1
      (sf) Placed Under Review for Possible Downgrade
  
Issuer: Bear Stearns ARM Trust 2003-1

  Cl. I-A-1, Downgraded to Aa1 (sf); previously on Mar 10, 2003
      Assigned Aaa (sf)

  Cl. II-A-1, Downgraded to Aa1 (sf); previously on Mar 10, 2003
      Assigned Aaa (sf)

  Cl. III-A-1, Downgraded to Aa1 (sf); previously on Mar 10, 2003
      Assigned Aaa (sf)

  Cl. IV-A-1, Downgraded to Aa1 (sf); previously on Mar 10, 2003
      Assigned Aaa (sf)

  Cl. V-A-1, Downgraded to Aa1 (sf); previously on Mar 10, 2003
      Assigned Aaa (sf)

  Cl. VI-A-1, Downgraded to Aa1 (sf); previously on Mar 10, 2003
      Assigned Aaa (sf)

  Cl. VII-A-1, Downgraded to Aa1 (sf); previously on Mar 10, 2003
      Assigned Aaa (sf)

  Cl. VIII-A-1, Downgraded to Aa1 (sf); previously on Mar 10, 2003
      Assigned Aaa (sf)

  Cl. M, Downgraded to Baa1 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-1, Downgraded to Ba3 (sf); previously on Apr 15, 2010 Aa1
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-2, Downgraded to Caa2 (sf); previously on Apr 15, 2010 A1
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-3, Downgraded to C (sf); previously on Apr 15, 2010 Ba1
      (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2003-3

  Cl. II-A-1, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-2, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-3, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-4, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. III-A-1, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. III-A-2, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. III-A-3, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. IV-A-1, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. B-1, Downgraded to Baa2 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-2, Downgraded to B1 (sf); previously on Apr 15, 2010 Aa1
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-3, Downgraded to Caa3 (sf); previously on Apr 15, 2010 A1
      (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2003-4

  Cl. I-A-1, Downgraded to A3 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-1, Downgraded to A3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. III-A-1, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade
  
  Cl. III-X-A-1, Downgraded to Baa1 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. B-1, Downgraded to Ba3 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-2, Downgraded to Caa2 (sf); previously on Apr 15, 2010 Aa3
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-3, Downgraded to C (sf); previously on Apr 15, 2010 Baa1
      (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2003-5

  Cl. I-A-1, Downgraded to Baa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-2, Downgraded to A2 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-3, Downgraded to Baa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-1, Downgraded to Baa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. I-B-1, Downgraded to B1 (sf); previously on Apr 15, 2010 A1
      (sf) Placed Under Review for Possible Downgrade

  Cl. I-B-2, Downgraded to Caa3 (sf); previously on Apr 15, 2010
      Baa1 (sf) Placed Under Review for Possible Downgrade

  Cl. I-B-3, Downgraded to C (sf); previously on Apr 15, 2010 B1
      (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2003-6

  Cl. I-A-1, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-2, Downgraded to Baa3 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-3, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-1, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. I-B-1, Downgraded to B3 (sf); previously on Apr 15, 2010 A3
      (sf) Placed Under Review for Possible Downgrade

  Cl. I-B-2, Downgraded to Caa3 (sf); previously on Apr 15, 2010
      Ba2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-B-3, Downgraded to C (sf); previously on Apr 15, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2003-7

  Cl. I-A, Downgraded to Aa3 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. II-A, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. III-A, Downgraded to A2 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. IV-AM, Downgraded to A2 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. IV-A, Confirmed at Aaa (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. V-A, Downgraded to A3 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. VI-A, Downgraded to A2 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. VII-A, Downgraded to A2 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. VIII-A, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. IX-A, Downgraded to A3 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-1, Downgraded to Ba3 (sf); previously on Apr 15, 2010 Aa3
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-2, Downgraded to Caa3 (sf); previously on Apr 15, 2010
      Baa1 (sf) Placed Under Review for Possible Downgrade
  
  Cl. B-3, Downgraded to C (sf); previously on Apr 15, 2010 Ba3
      (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2003-8

  Cl. I-A-1, Downgraded to Baa3 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-2, Downgraded to Ba1 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-1, Downgraded to Baa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-2, Downgraded to Ba1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. III-A, Downgraded to Baa3 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. IV-A-1, Downgraded to Baa3 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. IV-A-2, Downgraded to Ba1 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. V-A, Downgraded to Baa2 (sf); previously on Apr 15, 2010 Aa2
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-1, Downgraded to Caa2 (sf); previously on Apr 15, 2010
      Baa1 (sf) Placed Under Review for Possible Downgrade

  Cl. B-2, Downgraded to Ca (sf); previously on Apr 15, 2010 Ba2
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-3, Downgraded to C (sf); previously on Apr 15, 2010 Caa2
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-4, Downgraded to C (sf); previously on Apr 15, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2003-9

  Cl. I-A-1, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-2, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-3, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-1, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-2, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-3, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. III-A-1, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. III-A-2, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. III-A-3, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. IV-A-1, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. IV-X-1, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. B-1, Downgraded to Ba3 (sf); previously on Apr 15, 2010 Baa1
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-2, Downgraded to Ca (sf); previously on Apr 15, 2010 Ba3
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-3, Downgraded to C (sf); previously on Apr 15, 2010 Caa3
      (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2004-1

  Cl. I-1-A-1, Downgraded to B1 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-1-A-2, Downgraded to B1 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-1-A-3, Downgraded to B1 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-2-A-1, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-2-A-2, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-2-A-3, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-2-A-4A, Downgraded to Ba1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. I-2-A-4M, Downgraded to B1 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. I-2-A-5, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-3-A-1, Downgraded to Ba3 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-3-A-2, Downgraded to Ba3 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-3-A-3, Downgraded to Ba3 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-4-A-1, Downgraded to Ba3 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-4-A-2, Downgraded to Ba3 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-5-A-1, Downgraded to B1 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-5-A-2, Downgraded to B1 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-5-A-3, Downgraded to B1 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-6-A-1, Downgraded to Ba3 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-7-A-1, Downgraded to Ba1 (sf); previously on Apr 15, 2010
      Aa1 (sf) Placed Under Review for Possible Downgrade

  Cl. I-B-1, Downgraded to Ca (sf); previously on Apr 15, 2010 Ba3
      (sf) Placed Under Review for Possible Downgrade

  Cl. I-B-2, Downgraded to C (sf); previously on Apr 15, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

  Cl. I-B-3, Downgraded to C (sf); previously on Apr 15, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

  Cl. II-1-A-1, Downgraded to Baa3 (sf); previously on Apr 15,
      2010 Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. II-2-A-1, Downgraded to Baa3 (sf); previously on Apr 15,
      2010 A1 (sf) Placed Under Review for Possible Downgrade

  Cl. II-3-A-1, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 A1 (sf) Placed Under Review for Possible Downgrade

  Cl. II-B-1, Downgraded to B3 (sf); previously on Apr 15, 2010
      Baa1 (sf) Placed Under Review for Possible Downgrade

  Cl. II-B-2, Downgraded to Ca (sf); previously on Apr 15, 2010
      Ba3 (sf) Placed Under Review for Possible Downgrade

  Cl. II-B-3, Downgraded to C (sf); previously on Apr 15, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

A list of these actions including CUSIP identifiers may be found  
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF244697

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


BEAR STEARNS: Moody's Upholds Ratings on 25 Classes
---------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of 25
classes of Bear Stearns Commercial Mortgage Securities Inc,
Commercial Mortgage Pass-Through Certificates, Series 2007-PWR15:

   -- Cl. A-2, Affirmed at Aaa (sf); previously on Apr 9, 2007
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-3, Affirmed at Aaa (sf); previously on Apr 9, 2007
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-AB, Affirmed at Aaa (sf); previously on Apr 9, 2007
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-4, Affirmed at Aaa (sf); previously on Apr 9, 2007
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-4FL, Affirmed at Aaa (sf); previously on Apr 9, 2007
      Assigned Aaa (sf)

   -- Cl. A-1A, Affirmed at Aaa (sf); previously on Apr 9, 2007
      Definitive Rating Assigned Aaa (sf)

   -- Cl. X-1, Affirmed at Aaa (sf); previously on Apr 9, 2007
      Definitive Rating Assigned Aaa (sf)

   -- Cl. X-2, Affirmed at Aaa (sf); previously on Apr 9, 2007
      Assigned Aaa (sf)

   -- Cl. A-M, Affirmed at A1 (sf); previously on Feb 11, 2010
      Downgraded to A1 (sf)

   -- Cl. A-MFL, Affirmed at A1 (sf); previously on Feb 11, 2010
      Downgraded to A1 (sf)

   -- Cl. A-J, Affirmed at Ba2 (sf); previously on Feb 11, 2010
      Downgraded to Ba2 (sf)

   -- Cl. A-JFL, Affirmed at Ba2 (sf); previously on Feb 11, 2010
      Downgraded to Ba2 (sf)

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

   -- Cl. C, Affirmed at Caa2 (sf); previously on Feb 11, 2010
      Downgraded to Caa2 (sf)

   -- Cl. D, Affirmed at Ca (sf); previously on Feb 11, 2010
      Downgraded to Ca (sf)

   -- Cl. E, Affirmed at C (sf); previously on Feb 11, 2010
      Downgraded to C (sf)

   -- Cl. F, Affirmed at C (sf); previously on Feb 11, 2010
      Downgraded to C (sf)

   -- Cl. G, Affirmed at C (sf); previously on Feb 11, 2010
      Downgraded to C (sf)

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

   -- Cl. J, Affirmed at C (sf); previously on Feb 11, 2010
      Downgraded to C (sf)

   -- Cl. K, Affirmed at C (sf); previously on Feb 11, 2010
      Downgraded to C (sf)

   -- Cl. L, Affirmed at C (sf); previously on Feb 11, 2010
      Downgraded to C (sf)

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

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

   -- Cl. O, Affirmed at C (sf); previously on Feb 11, 2010
      Downgraded to C (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 cumulative base expected loss of
9.9% of the current balance.  At last review, Moody's cumulative
base expected loss was 11.4%.  Moody's stressed scenario loss is
26.0% of the current balance.  Moody's provides a current list of
base and stress scenario 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 forward-looking view of the likely range of performance
over the medium term.  From time to time, Moody's may, if
warranted, change these expectations.  Performance that falls
outside the given range may indicate that the collateral's credit
quality is stronger or weaker than Moody's had anticipated when
the related securities ratings were issued.  Even so, a deviation
from the expected range will not necessarily result in a rating
action nor does performance within expectations preclude such
actions.  The decision to take (or not take) a rating action is
dependent on an assessment of a range of factors including, but
not exclusively, the performance metrics.

Primary sources of assumption uncertainty are the current
sluggish macroeconomic environment and varying performance in
the commercial real estate property markets.  However, Moody's
expects to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011 The hotel
and multifamily sectors are continuing to show signs of recovery,
while recovery in the office and retail sectors will be tied to
recovery of the broader economy.  The availability of debt capital
continues to improve with terms returning toward market norms.  
Moody's central global macroeconomic scenario reflects an overall
sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodologies used in this rating were: "CMBS:
Moody's Approach to Rating Fusion Transactions" published in April
2005.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the credit estimate of the
loan which corresponds to a range of credit enhancement levels.  
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the credit estimate level, is incorporated for
loans with similar credit estimates in the same transaction.

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 31 compared to 33 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 February 11, 2010.  

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 11, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 7% to $2.62 billion
from $2.81 billion at securitization.  The Certificates are
collateralized by 195 mortgage loans ranging in size from less
than 1% to 13% of the pool, with the top ten loans representing
41% of the pool.  Two loans, representing 8% of the pool, have
investment grade credit estimates.  The pool does not contain any
defeased loans.

Thirty-nine 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
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Six loans have been liquidated from the pool, resulting in a
realized loss of $19.0 million (12% loss severity).  Currently
fifteen loans, representing 17% of the pool, are in special
servicing.  The largest specially serviced loan is the World
Market Center II Loan ($345.0 million -- 13.2% of the pool), which
is secured by a 1.4 million square foot (SF) furniture showroom
and design center located in Las Vegas, Nevada.  The loan was
transferred to special servicing in September 2009 due to imminent
default.  In recent months, the borrower formed a venture to
acquire a competing furniture showroom space in High Point, North
Carolina and to restructure debt secured by the World Market
Center, including the subject loan.  Moody's analysis incorporated
a lower expected loss for the loan than last review but accounted
for the significant amount of uncertainty surrounding the
resolution of the loan.

The remaining fourteen specially serviced properties are secured
by a mix of property types.  Moody's estimates an aggregate
$145.6 million loss for the specially serviced loans (34% expected
loss on average).

Moody's has assumed a high default probability for four poorly
performing loans representing 1% of the pool and has estimated an
aggregate $8.5 million loss (24% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2009 operating results for 85%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 114%, the same as last review.  
Moody's net cash flow reflects a weighted average haircut of 7% to
the most recently available net operating income.  Moody's value
reflects a weighted average capitalization rate of 9.2%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.27X and 0.91X, respectively, compared to
1.21X and 0.90X at last review.  Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.  
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit estimate is the AMB-SGP, L.P.  
Portfolio Loan ($149.1 million -- 5.7% of the pool), which is
secured by 20 industrial properties totaling 6.5 million SF
located in California (42% of the portfolio by balance), Georgia
(17%), Illinois (16%), New Jersey (16%), New York (8%) and Texas
(1%).  The loan represents an 80% pari-passu interest in a
$186.4 million A-note.  The property is also encumbered by a
non-pooled $105 million interest only B-note.  The slight
deterioration in performance due to a decline in occupancy to
85% in June 2010 from 91% in the same period a year earlier was
offset by the amortization of the loan.  Moody's underlying
rating and stressed DSCR are Baa1 and 1.52X, respectively,
compared to Baa1 and 1.50X at last review.

The second loan with a credit estimate is the Commerce Crossings
Nine Loan ($14.5 million -- 0.6% of the pool), which is secured by
a 500,000 SF industrial building located in Louisville, Kentucky
that is fully leased to Solectron USA, a subsidiary of Flextronics
International Ltd , until June 2016.  Moody's underlying rating
and stressed DSCR are Baa2 and 1.38X, respectively, compared to
Baa3 and 1.36X at last review.

The top three conduit loans represent 10% of the pool.  The
largest conduit loan is the 1325 G Street Loan ($100.0 million --
3.8% of the pool), which is secured by a 306,563 SF office
property located in Washington, D.C.  The loan is interest only
for the full term.  The property's tenant base consists of several
government entities including the Neighborhood Reinvestment Corp
(17% of the net rentable area (NRA); lease expiration May 13,
2013, and the FBI (14% of the NRA; lease expiration unknown).  As
of June 2010, the property was 94% leased, which was in-line with
last review.  Performance improved since last review due to rent
steps and stable tenancy.  Moody's LTV and stressed DSCR are 105%
and 0.88X, respectively, compared to 110% and 0.84X at last
review.

The second largest conduit loan is the Cherry Hill Town Center
Loan ($88.0 million -- 3.4% of the pool), which is secured by a
511,306 SF retail center located in Cherry Hill, New Jersey -- a
suburb of Philadelphia.  Major tenants include Home Depot (30% of
the NRA; lease expiration January 31, 2031), Wegmans Food Markets
(25% of the NRA; lease expiration February 28,2031) and Bed Bath &
Beyond (17% of the NRA; lease expiration January 31, 2032).  The
property was 99% leased in June 2010, which is in-line with last
review and securitization.  Only 2% of tenant leases expire in the
next 24 months.  Performance has been stable.  Moody's LTV and
stressed DSCR are 104% and 0.86X, respectively, compared to 108%
and 0.83X at last review.

The third largest conduit loan is the Renaissance Orlando at Sea
World Loan ($83.3 million -- 3.2% of the pool), which is secured
by a 778 room full-service hotel located in Orlando, Florida.  The
property underwent a $27 million ($34,700 per key) renovation in
2007.  After a significant decline from the prior year in 2009,
RevPAR and occupancy stabilized in 2010 at $83.37 and 64%,
respectively.  Moody's analysis reflects an outlook for the hotel
sector that has improved since last review.  Moody's LTV and
stressed DSCR are 94% and 1.24X, respectively, compared to 119%
and 0.98X at last review.


BEAR STEARNS: S&P Lowers Ratings on 2 Classes of Certs. to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
from 'CCC- (sf)' on the class G and H certificates from Bear
Stearns Commercial Mortgage Securities Trust 2007-PWR15, a U.S.
Commercial Mortgage Backed Securities (CMBS) transaction.

The lowered ratings on these classes reflect accumulated interest
shortfalls resulting from appraisal subordinate entitlement
reduction (ASER) amounts related to 13 ($416.4 million, 15.9% of
the pooled trust balance) of the 15 assets ($441.0 million, 16.8%)
that are currently with the special servicer,
C-III Asset Management LLC (C-III), as well as special servicing
fees. "The downgrades also reflect our expectation that these
classes will experience credit support erosion and that the class
H certificates will experience principal losses due to the
modification of the World Market Center II loan," S&P noted.

As of the April 11, 2011, trustee remittance report, appraisal
reduction amounts (ARAs) totaling $125.9 million were in effect
for 14 loans. The total reported ASER amount was $345,328 and the
reported cumulative ASER amount was $4.49 million. The total
reported ASER amount of $651,953 was partially offset by a
negative ASER amount of $306,625 related to one liquidated loan.
Standard & Poor's considered the total ASER amounts of $651,953,
which are based on Member of the Appraisal Institute (MAI)
appraisals, as well as current special servicing fees, in
determining its rating actions.

"According to the April 2011 report, interest shortfalls totaling
$413,291 affected all of the classes subordinate to and including
class G. Classes G and H have had accumulated interest shortfalls
outstanding for the past eight months, and we expect these
shortfalls to remain outstanding for the foreseeable future," S&P
stated.

The majority of the recurring interest shortfalls are due to the
World Market Center II loan ($345.0 million, 13.2%). According to
the April 2011 remittance report, the reported ASER amount was
$469,391 and the reported cumulative ASER amount was $3.2 million.
An ARA totaling $86.25 million is in effect for the World Market
Center II loan. The World Market Center II loan is the largest
loan in the trust and the largest loan with the special servicer.
The loan is secured by a 1.4 million-sq.-ft. special-purpose
property in northeast Las Vegas, Nev. The loan, which is 90-plus-
days delinquent, was transferred to the special servicer in
September 2009 due to imminent default.

According to C-III, the loan will be assumed by a new borrower
and modified.  The assumption of the loan will be achieved via
a transfer of equity interests in the borrower, in which Bain
Capital LLC, and Oaktree Capital Management L.P. will own the
majority share (47% each) of the borrower. The modification
includes a significant write-down of the loan totaling
approximately $72 million, which consists of $65.0 million
in principal plus $6.9 million representing cash required to
bring the loan current. According to the special servicer, the
borrower will pay all past due interest payments through April 29,
2011, and pay additional impounds on replacement reserves to bring
the loan current. The loan will subsequently be split into a
$73 million A note and $200 million B note. According to the
special servicer, C-III will need to pledge a portion in the
World Market Center Phase 3 asset as additional collateral.


BEAR STEARNS: S&P Lowers Ratings on Class P CMBS to 'CCC'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage-backed securities (CMBS) from Bear
Stearns Commercial Mortgage Securities Trust 2004-PWR6. "In
addition, we affirmed our ratings on 13 other classes from the
same transaction," S&P said.

"Our rating actions follow our analysis of the credit
characteristics of all of the remaining loans in the
transaction using our conduit/fusion criteria, the deal
structure, and the liquidity available to the trust. We tempered
our rating actions because the trust has only experienced a 12.1%
deleveraging of its pool balance to date (current loan count is
90, compared with 95 at issuance), and one of the five loans
liquidated at an 88.0% loss severity. We also considered the
reported volume of loans on the master servicers' combined
watchlist (23 loans, $132.6 million, 14.1%)," S&P related.

"Our downgrades reflect credit support erosion that we anticipate
will occur following the resolution of the two specially serviced
loans ($6.8 million, 0.7%). The rating affirmations reflect
subordination and liquidity support levels that we consider to be
consistent with our outstanding ratings on these classes. We
affirmed our ratings on the class X-1 and X-2 interest-only (IO)
certificates based on our current criteria," according to S&P.

Using servicer-provided financial information, Standard & Poor's
calculated an adjusted debt service coverage (DSC) of 1.55x and an
adjusted loan-to-value (LTV) ratio of 84.3% for the pool. "We
further stressed the loans' cash flows under our 'AAA' scenario to
yield a weighted average DSC of 1.19x and an LTV ratio of 107.9%.
The implied defaults and loss severity under the 'AAA' scenario
were 30.5% and 30.3%. The DSC and LTV calculations exclude four
defeased loans ($83.8 million, 8.9%) and the transaction's two
specially serviced loans ($6.8 million, 0.7%). We separately
estimated losses for the two specially serviced loans and included
the estimates in our 'AAA' scenario implied default and loss
figures," S&P stated.

                   Specially Serviced Loans

As of the April 11, 2011, trustee remittance report, two loans
($6.8 million, 0.7%) in the pool were with the special servicer,
C-III Asset Management LLC (C-III). The Marketplace West Phase I
loan ($3.6 million, 0.4%), the larger of these two loans, is
secured by a 31,481-sq.-ft. retail property in Otsego, Minn. The
loan was transferred to the special servicer on April 19, 2010,
due to payment default and is now in foreclosure. Reported DSC was
0.71x as of December 2009. There is a $1.2 million appraisal
reduction amount (ARA) in effect against the loan. Standard &
Poor's anticipates a significant loss upon the eventual
disposition of this loan.

The Hunter Technology Park loan ($3.2 million, 0.3%), the
remaining specially serviced loan, is secured by a 40,158-sq.-ft.
industrial property in Riverside, Calif. The loan was transferred
to C-III on June 11, 2009, due to imminent default, and is 90-
plus-days delinquent. Current financial information was not
available. C-III stated that it is pursuing foreclosure and
receivership. There is a $452,911 ARA in effect against the asset.
Standard & Poor's anticipates a moderate loss upon the eventual
disposition of this asset.

                        Transaction Summary

As of the April 11, 2011, trustee remittance report, the aggregate
pooled trust balance was $938.0 million, 87.9% of the balance at
issuance. Ninety loans remain in the pool, down from 95 at
issuance. The master servicers, Prudential Asset Resources Inc.
and Wells Fargo Bank N.A., provided financial information for
99.2% of the nondefeased loans in the pool, 78.7% of which was
interim- or full-year 2010 data, with the balance reflecting
interim- or full-year 2009 data. "We calculated a weighted average
DSC of 1.59x for the pool based on the reported figures, which
excluded four defeased loans ($83.8 million, 8.9%). Twenty-three
loans ($132.6 million, 14.1%) are on the master servicers'
combined watchlist, including one of the top 10 nondefeased loans.
Fourteen loans ($97.1 million, 10.4%) have reported DSCs below
1.10x, and 10 of these loans ($85.0 million, 9.1%) have reported
DSCs of less than 1.00x," S&P stated.

               Summary of Top 10 Real Estate Loans

The top 10 loans secured by real estate have an aggregate
outstanding pooled balance of $429.9 million (45.8%). "Using
servicer-reported numbers, we calculated a weighted average DSC of
1.66x for the top 10 nondefeased loans. Our adjusted DSC and LTV
figures were 1.58x and 85.5%," S&P stated.

The Eton Collection loan ($51.5 million, 5.5%) is the third-
largest nondefeased loan in the pool and the largest loan on the
master servicers' combined watchlist. The loan is secured by a
286,643-sq.-ft. retail property in Woodmere, Ohio. The loan
appears on the master servicers' combined watchlist due to a low
reported DSC. As of September 2010, reported DSC and occupancy
were 0.99x and 93.3%.

Standard & Poor's stressed the loans in the pool according to its
criteria, and the analysis is consistent with its lowered and
affirmed ratings.

Ratings Lowered

Bear Stearns Commercial Mortgage Securities Trust 2004-PWR6
Commercial mortgage pass-through certificates

                Rating
Class     To           From         Credit enhancement (%)
H         BB+ (sf)     BBB-(sf)                       3.49
J         BB (sf)      BB+ (sf)                       3.21
K         BB- (sf)     BB (sf)                        2.78
L         B+ (sf)      BB- (sf)                       2.21
M         B (sf)       B+ (sf)                        1.64
N         CCC+ (sf)    B (sf)                         1.22
P         CCC (sf)     B- (sf)                        1.07

Ratings Affirmed

Bear Stearns Commercial Mortgage Securities Trust 2004-PWR6
Commercial mortgage pass-through certificates

Class  Rating                Credit enhancement (%)
A-3    AAA (sf)                               22.55
A-4    AAA (sf)                               22.55
A-5    AAA (sf)                               22.55
A-6    AAA (sf)                               22.55
A-J    AAA (sf)                               15.15
B      AA (sf)                                11.60
C      AA- (sf)                               10.46
D      A (sf)                                  8.75
E      A- (sf)                                 7.62
F      BBB+ (sf)                               6.05
G      BBB (sf)                                5.06
X-1    AAA (sf)                                 N/A
X-2    AAA (sf)                                 N/A

N/A -- Not applicable.


BMI CLO: S&P Gives 'BB' Rating on Class D Notes
-----------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to BMI CLO I/BMI CLO I Corp.'s $366.0 million floating-
rate notes.

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

The preliminary ratings are based on information as of May 10,
2011. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect S&P'S assessment of:

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

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

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

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

    * The investment manager's experienced management team.

    * S&P's projections regarding the timely interest and ultimate
      principal payments on the preliminary rated notes, which S&P
      assessed using its cash flow analysis and assumptions
      commensurate with the assigned preliminary ratings under
      various interest-rate scenarios, including LIBOR ranging
      from 0.30%-12.35%.

    * 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.

Preliminary Ratings Assigned
BMI CLO I/BMI CLO I Corp.

Class                     Rating       Amount (mil. $)
A-1                       AAA (sf)                 259
A-2                       AA (sf)                   27
B (deferrable)            A (sf)                    35
C (deferrable)            BBB (sf)                  22
D (deferrable)            BB (sf)                   23
Subordinated notes        NR                      41.7

NR -- Not rated.


CALCULUS CMBS: Moody's Downgrades Resecuritization Trust Rating
---------------------------------------------------------------
Moody's has downgraded one class of Notes issued by CALCULUS CMBS
Resecuritization Trust 2007, dated 3/27/2007 due to deterioration
in the credit quality of the underlying portfolio of reference
obligations as evidenced by an increase in the weighted average
rating factor and a decrease in the weighted average recovery rate
since last review. The rating action is the result of Moody's on-
going surveillance of commercial real estate collateralized debt
obligation (CRE CDO) transactions.

Moody's rating action is:

   -- Cl.r Series 2007-1 Trust Units, Downgraded to Caa3 (sf);
      previously on May 13, 2010 Downgraded to B2 (sf)

Ratings Rationale

CALCULUS CMBS Resecuritization Trust 2007, dated 3/27/2007 is a
synthetic CRE CDO transaction backed by a portfolio of credit
default swaps referencing $1.250 billion par amount of commercial
mortgage backed securities (CMBS) debt (100.0% of the pool
balance).

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 credit estimates 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 521 compared to 89 at last review.
The distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (20.9% compared to 56.7% at last review), A1-A3
(28.4% compared to 37.3% at last review), Baa1-Baa3 (38.8%
compared to 4.5% at last review), Ba1-Ba3 (6.0% compared to 1.5%
at last review), B1-B3 (3.0% compared to 0.0% at last review), and
Caa1-C (0.0% compared to 0.0% at last review).

WAL acts to adjust the probability of default of the reference
obligations in the pool for time. Moody's modeled to a WAL of 4.7
years compared to 6.7 years at last review.

WARR is the par-weighted average of the mean recovery values for
the reference obligations in the pool. Moody's modeled a variable
WARR with a mean of 40.8% compared to 51.6% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 23.6% compared to 51.4% at last review.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDO
rating models, which was released on January 24, 2011.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. In general, the rated Notes are particularly
sensitive to rating changes within the collateral pool. Holding
all other key parameters static, stressing non-Moody's rated
reference obligations' credit estimates by one notch downward
(29.9% of the pool balance), there is no impact on the model
results.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics. Primary sources of assumption uncertainty
are the current sluggish macroeconomic environment and varying
performance in the commercial real estate property markets.
However, Moody's expects to see increasing or stabilizing property
values, higher transaction volumes, a slowing in the pace of loan
delinquencies and greater liquidity for commercial real estate in
2011 The hotel and multifamily sectors are continuing to show
signs of recovery, while recovery in the office and retail sectors
will be tied to recovery of the broader economy. The availability
of debt capital continues to improve with terms returning toward
market norms. Moody's central global macroeconomic scenario
reflects an overall sluggish recovery through 2012, amidst ongoing
individual, corporate and governmental deleveraging, persistent
unemployment, and government budget considerations.

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

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.


CAPITAL PROJECT: S&P Lowers Rating on 2000F-1 Revenue Bonds to 'C'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) on Capital Project Finance Authority (CaPFA), Fla.'s senior
2000F-1 revenue bonds to 'C' from 'B+' and removed the rating from
CreditWatch where it had been placed with negative implications on
June 7, 2010.

Standard & Poor's lowered the rating due to the depletion of
CaPFA's senior debt service reserve fund, continued draws on its
escrow fund, and the expectation that the authority will fully
deplete the escrow fund in the near term. The outlook on the 'C'
rating is negative reflecting Standard & Poor's belief that CaPFA
will not have adequate resources to cover its next debt
service payment independently (Oct. 1, 2011).

The long-term rating on the bonds reflects Standard & Poor's view
of the support provided by bond insurance from National Public
Finance Guarantee Corp. (National; BBB/Developing).

In addition to the exhausted senior debt service reserve fund and
expected depletion of the escrow fund, Standard & Poor's based its
rating on CaPFA's continued low combined occupancy of the housing
facilities, with insufficient occupancy to achieve break-even
financial results; limited ability to boost occupancy given the
continued suspension of the University of Central Florida's
referral agreement with Pegasus Landing (renamed Knights Circle in
February 2011); and large remediation costs related to water and
mold damage.

Supporting the rating is Standard & Poor's view of CaPFA's plan to
remediate the mold damage and return the facilities to adequate
occupancy levels with the support of National through protective
advance payments.

"The negative outlook reflects our expectation that CaPFA will
have insufficient reserve funds and insufficient operating
revenues due to the limited occupancy to independently meet its
debt service obligations in fiscal 2012," said Standard & Poor's
credit analyst Nick Waugh. "We expect that management will rely on
the support of National to meet its debt service obligations,"
said Mr. Waugh.

Standard & Poor's understands that management expects National to
cover debt service payment shortfalls pursuant to the bond
insurance contract.  


CARLYLE HIGH YIELD: Moody's Upgrades Ratings of CLO Notes
---------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Carlyle High Yield Partners IX, Ltd.:

   -- US$167,500,000 Class A-1 Floating Rate Notes Due August 1,
      2021, Upgraded to Aa1 (sf); previously on August 31, 2009
      Downgraded to A1 (sf);

   -- US$165,000,000 Class A-2 Floating Rate Notes Due August 1,
      2021, Upgraded to Aaa (sf); previously on August 31, 2009
      Downgraded to Aa1 (sf);

   -- US$41,250,000 Class A-3 Floating Rate Notes Due August 1,
      2021, Upgraded to Aa2 (sf); previously on August 31, 2009
      Downgraded to A2 (sf);

   -- US$26,250,000 Class B Floating Rate Notes Due August 1,
      2021, Upgraded to A1 (sf); previously on August 31, 2009
      Downgraded to Baa2 (sf);

   -- US$26,250,000 Class C Floating Rate Deferrable Notes Due
      August 1, 2021, Upgraded to Baa1 (sf); previously on
      August 31, 2009 Downgraded to Ba3 (sf);

   -- US$32,500,000 Class D Floating Rate Deferrable Notes Due
      August 1, 2021, Upgraded to Ba1 (sf); previously on
      August 31, 2009 Downgraded to Caa2 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from improvement in the credit quality of the underlying
portfolio and an increase in the transaction's
overcollateralization ratio since the rating action in August
2009.

Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor) and a decrease in the proportion
of securities from issuers rated Caa1/CCC+ and below. In
particular, as of the latest trustee report dated April 4, 2011,
the weighted average rating factor is currently 2617 compared to
3155 in the August 2009 report, and securities rated Caa1/CCC+ or
lower make up approximately 8.1% of the underlying portfolio
versus 24.2% in August 2009. Additionally, defaulted securities
total about $6.7 million of the underlying portfolio compared to
$29.8 million in August 2009. The overcollateralization ratio of
the rated notes has also improved since the rating action in
August 2009. The Senior overcollateralization ratio is reported at
125.07% versus the August 2009 level of 113.81%.

Additionally, the deal has benefitted from the diversion of excess
interest to the principal collection account as a result of
cumulative losses exceeding a $7.25 million threshold. The
diverted amount, called the loss replenishment amount, is
calculated by comparing cumulative losses on trading activity and
defaults with cumulative gains and prior amounts diverted in
excess of the threshold.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," 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 $498 million, defaulted par of $7 million, a
weighted average default probability of 27.68% (implying a WARF of
3304), a weighted average recovery rate upon default of 42.86%,
and a diversity score of 60. These 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.

Carlyle High Yield Partners IX, Ltd., issued in September 2006, is
a collateralized loan obligation backed primarily by a portfolio
of senior secured loans.

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

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

In addition to the base case analysis described, 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% (2643)

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

Moody's Adjusted WARF + 20% (3965)

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

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1. 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.

2. Weighted average life: The notes' ratings are sensitive to the
   weighted average life assumption of the portfolio, which may be
   extended due to the manager's decision to reinvest into new
   issue loans or other loans with longer maturities and/or
   participate in amend-to-extend offerings. Moody's tested for a
   possible extension of the actual weighted average life in its
   analysis.

3. Other collateral quality metrics: The deal is allowed to
   reinvest and the manager has the ability to deteriorate the
   collateral quality metrics' existing cushions against the
   covenant levels. Moody's analyzed the impact of assuming lower
   of reported and covenanted values for weighted average rating
   factor, weighted average spread, weighted average coupon, and
   diversity score. However, as part of the base case, Moody's
   considered spread and diversity levels higher than the covenant
   levels due to the large difference between the reported and
   covenant levels.


CARLYLE HIGH YIELD: Moody's Upgrades the Ratings of CLO Notes
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Carlyle High Yield Partners VI, Ltd.:

   -- US$294,000,000 Class A-1 Senior Secured Floating Rate Notes
      Due 2016 (current outstanding balance of $244,420,503),
      Upgraded to Aaa (sf); previously on October 6, 2009
      Downgraded to A1 (sf);

   -- US$30,000,000 Class A-3 Revolving Senior Secured Floating
      Rate Notes Due 2016 current outstanding balance of
      $24,940,868), Upgraded to Aaa (sf); previously on October 6,
      2009 Downgraded to A1 (sf);

   -- US$17,000,000 Class B Senior Secured Deferrable Floating
      Rate Notes Due 2016, Upgraded to Aa1 (sf); previously on
      October 6, 2009 Downgraded to Baa3 (sf);

   -- US$30,000,000 Class C Secured Floating Rate Notes Due 2016,
      Upgraded to Baa1 (sf); previously on October 6, 2009
      Downgraded to B2 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the
notes result primarily from an increase in the transaction's
overcollateralization ratio and improvement in the credit quality
of the underlying portfolio since the rating action in October
2009.

The Class A-1 and A-3 Notes have been paid down by approximately
17% or $55 million since the rating action in October 2009. As a
result of the delevering, the overcollateralization ratio has
increased. As of the latest trustee report dated March 26, 2011,
the Class A overcollateralization ratio is reported at 130.0%
versus August 2009 level of 118.4%.

Moody's also notes that the deal has benefited from improvement in
the credit quality of the underlying portfolio since the rating
action in October 2009. Based on the March 2011 trustee report,
the weighted average rating factor is 2606 compared to 2888 in
August 2009, and securities rated Caa1 and below make up
approximately 9.9% of the underlying portfolio versus 16.2% in
August 2009. The deal also experienced a decrease in defaults. In
particular, the dollar amount of defaulted securities has
decreased to about $3.4 million from approximately $16.2 million
in August 2009.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," 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 $315 million, APEX Revolver Limit of $38.3
million, Adjusted APEX Revolver Balance of $3.1 million, defaulted
par of $3.4 million, a weighted average default probability of
21.75% (implying a WARF of 3280), a weighted average recovery rate
upon default of 42.6%, and a diversity score of 49. These 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.

Carlyle High Yield Partners VI, Ltd., issued in July 2004, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

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% (2624)

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

Moody's Adjusted WARF + 20% (3936)

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

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior, 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities. Sources of additional
performance uncertainties are:

1) Delevering: The main source of uncertainty in this transaction
   is whether delevering from unscheduled principal proceeds will
   continue and at what pace. Delevering 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.


CASTLE 2003-1: Moody's Sees No Negative Impact on ABS Ratings
-------------------------------------------------------------
Moody's Investors Service (Moody's) stated that its ratings on
the notes issued by Castle 2003-1 are not being downgraded or
withdrawn as a result of the leasing a B737-300 to Belavia
Belarrusain Airlines (Belavia). No repossession insurance is being
obtained in connection with this placement. The referenced ratings
are Castle 2003-1, Class A-1 and Class A-2 rated Aa2 (sf), Class
B-1 and Class B-2 rated A2 (sf), and Classes D-1 rated Ba2 (sf).

The servicer, International Lease Finance Corporation (ILFC) is
leasing a 21-year old B737-300 to Belavia without obtaining
repossession Insurance. The trust indenture requires the issuer to
maintain repossession insurance if the aircraft is placed in
certain countries, of which Belarus is one.

Moody's recently downgraded the sovereign rating of Belarus from
B1 to B2 and the outlook is negative. The downgrade was due to
external financing constrains and potential political turmoil.
Belarvia Airline is the only major airline in the country. The
airline is an important source of hard currency for the country.
Currently, ILFC is the only lessor and supplies the entire fleet
to Belavia. ILFC has concluded that purchasing repossession
insurance is cost prohibitive and inconsistent with its commercial
practices. ILFC also does not carry repossession insurance for the
other aircraft currently leased to Belavia. Finally, the B737-200
is only 1.3% of the portfolio, so the LTV would increase in less
than 1% for all of the outstanding classes if there is a total
loss to this aircraft.

Moody's concluded that the proposed lease of this aircraft without
repossession insurance would not have an adverse effect on the
credit quality of the rated securities. However, Moody's is not
expressing an opinion as to whether the lease could have other,
non credit-related effects that investors may or may not view
positively.

The principal methodology used in assessing the ratings was "
Moody's Approach To Pooled Aircraft-Backed Securitization",
published in March 1999.


CBA COMMERCIAL: Moody's Holds Ratings on 7 CMBS Classes
-------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of seven
classes of CBA Commercial Assets, Small Balance Commercial
Mortgage Pass-Through Certificates Series 2004-1:

   -- Cl. A-1, Affirmed at Aa3 (sf); previously on Jan 28, 2010
      Downgraded to Aa3 (sf)

   -- Cl. A-2, Affirmed at Aa3 (sf); previously on Jan 28, 2010
      Downgraded to Aa3 (sf)

   -- Cl. A-3, Affirmed at Aa3 (sf); previously on Jan 28, 2010
      Downgraded to Aa3 (sf)

   -- Cl. IO, Affirmed at Aa3 (sf); previously on Jan 28, 2010
      Downgraded to Aa3 (sf)

   -- Cl. M-1, Affirmed at B3 (sf); previously on Sep 16, 2010
      Downgraded to B3 (sf)

   -- Cl. M-2, Affirmed at Caa3 (sf); previously on Sep 16, 2010
      Downgraded to Caa3 (sf)

   -- Cl. M-3, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

Ratings Rationale

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

This transaction is classified as a small balance CMBS
transaction. Small balance transactions, which represent less than
1% of the Moody's rated conduit/fusion universe, have generally
experienced higher defaults and losses than traditional conduit
and fusion transaction

Moody's rating action reflects a cumulative base expected loss of
15.1% of the current balance. At last review, Moody's cumulative
base expected loss was 12.0%. Moody's stressed scenario loss is
27.9% of the current balance. Moody's provides a current list of
base and stress scenario 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 current
sluggish macroeconomic environment and varying performance in
the commercial real estate property markets. However, Moody's
expects to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Rating U.S. Conduit Transactions" published in
September 2000.

Other methodology used in this rating was "CMBS: Moody's Approach
to Small Loan Transactions" published in December 2004.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the underlying rating of the loan
which corresponds to a range of credit enhancement levels. Actual
fusion credit enhancement levels are selected based on loan level
diversity, pool leverage and other concentrations and correlations
within the pool. Negative pooling, or adding credit enhancement at
the underlying rating level, is incorporated for loans with
similar credit estimates in the same transaction.

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 86 compared to 89 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 September 16, 2010. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 25, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 62% to
$38.31 million from $102.02 million at securitization. The
Certificates are collateralized by 116 mortgage loans ranging
in size from less than 1% to 4% of the pool, with the top ten
loans representing 21% of the pool.

There are no loans on the master servicer's watchlist.
Twenty-eight loans have been liquidated from the pool since
securitization, resulting in an aggregate $6.2 million loss (64%
loss severity on average). Twenty-three loans, representing 17% of
the pool, are currently in special servicing. The master servicer
has recognized an aggregate $1.84 appraisal reduction for 15 of
the specially serviced loans. Moody's has estimated an aggregate
$4.7 million loss (64% expected loss on average) for the specially
serviced loans.


CBA COMMERCIAL: Moody's Holds Ratings on 5 CMBS Classes
-------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of five
classes of CBA Commercial Assets, Small Balance Commercial
Mortgage Pass-Through Certificates Series 2005-1:

   -- Cl. A, Affirmed at Caa1 (sf); previously on Sep 16, 2010
      Downgraded to Caa1 (sf)

   -- Cl. X-2, Affirmed at Caa1 (sf); previously on Sep 16, 2010
      Downgraded to Caa1 (sf)

   -- Cl. M-1, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

   -- Cl. M-2, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

   -- Cl. M-3, Affirmed at C (sf); previously on Feb 11, 2010
      Downgraded to C (sf)

Ratings Rationale

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

This transaction is classified as a small balance CMBS
transaction. Small balance transactions, which represent less than
1% of the Moody's rated conduit/fusion universe, have generally
experienced higher defaults and losses than traditional conduit
and fusion transaction

Moody's rating action reflects a cumulative base expected loss of
12.7% of the current balance. At last review, Moody's cumulative
base expected loss was 12.8%. Moody's stressed scenario loss is
27.9% of the current balance. Moody's provides a current list of
base and stress scenario 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 current
sluggish macroeconomic environment and varying performance in
the commercial real estate property markets. However, Moody's
expects to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Rating U.S. Conduit Transactions" published in
September 2000.

The other methodology used in this rating was "CMBS: Moody's
Approach to Small Loan Transactions" published in December 2004.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the underlying rating of the loan
which corresponds to a range of credit enhancement levels. Actual
fusion credit enhancement levels are selected based on loan level
diversity, pool leverage and other concentrations and correlations
within the pool. Negative pooling, or adding credit enhancement at
the underlying rating level, is incorporated for loans with
similar credit estimates in the same transaction.

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 123 compared to 137 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 September 16, 2010. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 25, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 63% to
$79.98 million from $214.90 million at securitization. The
Certificates are collateralized by 228 mortgage loans ranging
in size from less than 1% to 3% of the pool, with the top ten
loans representing 20% of the pool.

There are no loans on the master servicer's watchlist.

Eighty-four loans have been liquidated from the pool since
securitization, resulting in an aggregate $21.7 million loss (68%
loss severity on average). Thirty-three loans, representing 16% of
the pool, are currently in special servicing. Moody's has
estimated an aggregate $8.6 million loss (68% expected loss on
average) for the specially serviced loans.


CENTERLINE 2007: Moody's Affirms Ratings on 14 CRE CDO Classes
--------------------------------------------------------------
Moody's has affirmed fourteen classes of Notes issued by
Centerline 2007-SRR5, Ltd.  The 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) are all
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)
transactions.  Moody's prior full review is summarized in a press
release dated May 19, 2010.  

Moody's rating action is:

   -- Class A-1, Affirmed at Ca (sf); previously on May 19, 2010
      Downgraded to Ca (sf)

   -- Class A-2, Affirmed at C (sf); previously on May 19, 2010
      Downgraded to C (sf)

   -- Class B, Affirmed at C (sf); previously on May 19, 2010
      Downgraded to C (sf)

   -- Class C, Affirmed at C (sf); previously on May 19, 2010
      Downgraded to C (sf)

   -- Class D, Affirmed at C (sf); previously on May 19, 2010
      Downgraded to C (sf)

   -- Class E, Affirmed at C (sf); previously on May 19, 2010
      Downgraded to C (sf)

   -- Class F, Affirmed at C (sf); previously on May 19, 2010
      Downgraded to C (sf)

   -- Class G, Affirmed at C (sf); previously on May 19, 2010
      Downgraded to C (sf)

   -- Class H, Affirmed at C (sf); previously on May 19, 2010
      Downgraded to C (sf)

   -- Class J, Affirmed at C (sf); previously on May 19, 2010
      Downgraded to C (sf)

   -- Class K, Affirmed at C (sf); previously on May 19, 2010
      Downgraded to C (sf)

   -- Class L, Affirmed at C (sf); previously on May 19, 2010
      Downgraded to C (sf)

   -- Class M, Affirmed at C (sf); previously on May 19, 2010
      Downgraded to C (sf)

   -- Class N, Affirmed at C (sf); previously on May 19, 2010
      Downgraded to C (sf)

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term.  From time to time, Moody's may, if warranted, change
these expectations.  Performance that falls outside the given
range may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated when the related
securities ratings were issued.  Even so, a deviation from the
expected range will not necessarily result in a rating action nor
does performance within expectations preclude such actions.  The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.  Primary sources of assumption
uncertainty are the current sluggish macroeconomic environment
and varying performance in the commercial real estate property
markets.  However, Moody's expects to see increasing or
stabilizing property values, higher transaction volumes, a slowing
in the pace of loan delinquencies and greater liquidity for
commercial real estate in 2011 The hotel and multifamily sectors
are continuing to show signs of recovery, while recovery in the
office and retail sectors will be tied to recovery of the broader
economy.  The availability of debt capital continues to improve
with terms returning toward market norms.  Moody's central global
macroeconomic scenario reflects an overall sluggish recovery
through 2012, amidst ongoing individual, corporate and
governmental deleveraging, persistent unemployment, and government
budget considerations.

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


CFCRE COMM'L: Moody's Gives Definitive Ratings to CFCRE 2011-C1
---------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to 12
classes of CMBS securities, issued by CFCRE Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates Series 2011-
C1.

   -- Cl. A-1, Definitive Rating Assigned Aaa (sf)
   -- Cl. A-2, Definitive Rating Assigned Aaa (sf)
   -- Cl. A-3, Definitive Rating Assigned Aaa (sf)
   -- Cl. A-4, Definitive Rating Assigned Aaa (sf)
   -- Cl. X-A, Definitive Rating Assigned Aaa (sf)
   -- Cl. X-B, Definitive Rating Assigned Aaa (sf)
   -- Cl. B, Definitive Rating Assigned Aa2 (sf)
   -- Cl. C, Definitive Rating Assigned A2 (sf)
   -- Cl. D, Definitive Rating Assigned Baa1 (sf)
   -- Cl. E, Definitive Rating Assigned Baa3 (sf)
   -- Cl. F, Definitive Rating Assigned Ba2 (sf)
   -- Cl. G, Definitive Rating Assigned B2 (sf)

Ratings Rationale

The Certificates are collateralized by 38 fixed rate loans secured
by 67 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 1.42X is higher
than the 2007 conduit/fusion transaction average of 1.31X. The
Moody's Stressed DSCR of 1.06X is higher than the 2007
conduit/fusion transaction average of 0.92X. Moody's Trust LTV
ratio of 93.4 % is lower than the 2007 conduit/fusion transaction
average of 110.6%. Moody's Total LTV ratio (inclusive of
subordinated debt) of 94.4% is also considered when analyzing
various stress scenarios for the rated debt.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach. With respect to
loan level diversity, the pool's loan level Herfindahl score is
20. With respect to property level diversity, the pool's property
level Herfindahl score is 35. The transaction's property diversity
profile is within the band of Herfindahl scores found in
previously rated conduit and fusion securitizations.

Three loans representing 27.1% of the pool balance consist of
office property portfolios leased through the General Services
Administration (GSA) to the United States federal government,
rated Aaa (senior unsecured), on behalf of 11 different agencies.
The three GSA portfolios are geographically diverse as the
properties are located in 11 different states. Fifteen of the 17
properties were constructed from 2007-2009 and all were built to
suit for their specific agency.

The GSA leases expire, on average, seven years beyond their
respective loan maturity dates, while lease termination options
(for nine properties) occur, on average, three years beyond their
respective loan maturity dates. However, according to the GSA's
Annual Lease Turnover Analysis (2001-2010), the GSA has
historically elected to terminate less than 1.4% of GSA-leased
square footage prior to lease expiration. Due to the strong credit
quality of the GSA and their respective lease expiration
schedules, the expected loss associated with these loans is
minimal.

The transaction contains the largest concentration of multifamily
properties within a multi-borrower deal rated by Moody's since
2009 (excluding Freddie Mac transactions). Loans representing
23.8% of the pool balance are secured by multifamily properties
(22.0%) or manufactured housing communities (1.8%). Moody's
considers multifamily properties to exhibit low performance
volatility relative to other commercial real estate sectors.
Multifamily properties also historically exhibit the lowest
severity given default.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Rating Fusion Transactions" rating methodology
published in April 2005.

Moody's analysis employs the excel-based CMBS Conduit Model v2.50
which derives credit enhancement levels based on an aggregation of
adjusted loan level proceeds derived from Moody's loan level DSCR
and LTV ratios. Major adjustments to determining proceeds include
loan structure, property type, sponsorship and diversity.

The V Score for this transaction is assessed as Medium, which is
above the Low/Medium V score assigned to the U.S. Conduit and CMBS
sector. This is the first CMBS securitization from the issuer, so
limited historical data and performance variability statistics are
available. Disclosure of securitization collateral and ongoing
performance are in line with the overall CMBS sector.

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%, or 23%, the model-indicated rating for the currently
rated Aaa classes would be Aa1, Aa2, A1, respectively. Parameter
Sensitivities are not intended to measure how the rating of the
security might migrate over time; rather they are designed to
provide a quantitative calculation of how the initial rating might
change if key input parameters used in the initial rating process
differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the rating.


CHARLIE MAC: Moody's Acts on $56 Million of Prime Jumbo RMBS
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
tranches and confirmed the ratings of two tranches issued by
Charlie Mac Trust 2004-2. The collateral backing this deal
consists primarily of first-lien, fixed prime jumbo residential
mortgages.


Ratings Rationale

The actions are a result of deteriorating performance of prime
jumbo pools securitized before 2005. Although most of these pools
have paid down significantly, the remaining loans are affected by
the housing and macroeconomic conditions that remain under duress.

The principal methodology used in these ratings is described in
the Monitoring and Performance Review section in "Moody's Approach
to Rating US Residential Mortgage-Backed Securities" published in
December 2008. Other methodologies used include "Pre-2005 US RMBS
Surveillance Methodology" published in January 2011, which
accounts for the deteriorating performance and outlook.

To assess the rating implications of the updated loss levels on
prime jumbo RMBS, each individual pool was run through a variety
of scenarios in the Structured Finance Workstation(R) (SFW), the
cash flow model developed by Moody's Wall Street Analytics. This
individual pool level analysis incorporates performance variances
across the different pools and the structural features of the
transaction including priorities of payment distribution among the
different tranches, average life of the tranches, current balances
of the tranches and future cash flows under expected and stressed
scenarios. The scenarios include fifty four different combinations
comprising of six loss levels, three loss timing curves and three
prepayment curves. For ratings implied Aa3 and above, an
additional prepayment curve is run to assess resilience to a high
prepayment scenario.

The approach "Pre-2005 US RMBS Surveillance Methodology" is
adjusted slightly when estimating losses on pools left with a
small number of loans to account for the volatile nature of small
pools. Even if a few loans in a small pool become delinquent,
there could be a large increase in the overall pool delinquency
level due to the concentration risk. To project losses on pools
with fewer than 100 loans, Moody's first estimates a "baseline"
average rate of new delinquencies for the pool that varies from 3%
to 5% 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 fewer the number of
loans remaining in the pool, the higher the volatility in
performance. 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 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 current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market. Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in late 2011, accompanied by continued stress in
national employment levels through that timeframe.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the rating.

Complete rating actions are as follows:

Issuer: Charlie Mac Trust 2004-2

   -- Cl. A-1, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-2, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Confirmed at Aa1 (sf); previously on Apr 15, 2010
      Aa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to A2 (sf); previously on Apr 15, 2010
      A1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to Ba1 (sf); previously on Apr 15, 2010
      Baa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-3, Downgraded to B3 (sf); previously on Apr 15, 2010
      B1 (sf) Placed Under Review for Possible Downgrade


CHASE MORTGAGE: Moody's Downgrades Ratings on Three Tranches
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches from the Chase Mortgage Finance Trust Series 2007-A1
transaction. The collateral backing this deal consists primarily
of first-lien, adjustable rate prime jumbo residential mortgages.

The Cl. 11-A-1 from this jumbo transaction is exchangeable for the
set of classes 11-A-6, 11-A-7 and 11-A-8. These bonds reflect the
current rating on the Cl. 11-A-1, which is Caa2 (sf) as announced
by Moody's in a press release on Chase Mortgage Finance Trust
Series 2007-A1 dated 26th May, 2010. However, these three tranches
were inadvertently omitted from the rating action announced in the
May 2010 press release. This has been corrected, and the ratings
on these bonds have been updated accordingly.

Ratings Rationale

The actions are a result of the rapidly deteriorating performance
of jumbo pools in conjunction with macroeconomic conditions that
remain under duress. The actions reflect Moody's updated loss
expectations on prime jumbo pools issued from 2005 to 2008.

The principal methodology used in these ratings is described in
the Monitoring and Performance Review section in "Moody's Approach
to Rating US Residential Mortgage-Backed Securities" published
in December 2008. For details regarding Moody's approach to
estimating losses on prime jumbo pools originated in 2005, 2006,
2007 and 2008, refer to the methodology publication "Prime Jumbo
RMBS Loss Projection Update: January 2010" available on Moodys.com

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

The  approach "Jumbo RMBS Loss Projection Update: January 2010" is
adjusted to estimate losses on pools left with a small number of
loans. To project losses on pools with fewer than 100 loans,
Moody's first estimates a "baseline" average rate of new
delinquencies for the pool that is dependent on the vintage of
loan origination (3.5%, 6.5% and 7.5% for the 2005, 2006 and 2007
vintage respectively). This baseline rate is higher than the
average rate of new delinquencies for the vintage 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.

Once the baseline rate is set, further adjustments are made based
on 1) the number of loans remaining in the pool and 2) the level
of current delinquencies in the pool. The fewer the number of
loans remaining in the pool, the higher the volatility and hence
the stress applied. Once the loan count in a pool falls below 75,
the rate of delinquency is increased by 1% for every loan less
than 75. For example, for a pool with 74 loans from the 2005
vintage, the adjusted rate of new delinquency would be 3.535%. If
the current delinquency level 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 0.2 to 1.8 for current delinquencies ranging from less than
2.5% to greater than 30% respectively. Delinquencies for
subsequent years and ultimate expected losses are projected using
the approach described in the methodology publication.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the rating.

Complete rating actions are:

   Issuer: Chase Mortgage Finance Trust Series 2007-A1

   -- Cl. 11-A6, Downgraded to Caa2 (sf); previously on Dec 17,
      2009 B3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 11-A7, Downgraded to Caa2 (sf); previously on Dec 17,
      2009 B3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 11-A8, Downgraded to Caa2 (sf); previously on Dec 17,
      2009 B3 (sf) Placed Under Review for Possible Downgrade


CHL MORTGAGE: Moody's Takes Action on Prime Jumbo RMBS
------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 200
tranches and confirmed the ratings of 31 tranches from 29 prime
jumbo deals issued by CHL Mortgage Pass-Through Trust.  The
collateral backing these deals consists primarily of first-lien,
fixed and adjustable rate prime jumbo residential mortgages.

Ratings Rationale

The actions are a result of deteriorating performance of prime
jumbo pools securitized before 2005.  Although most of these pools
have paid down significantly, the remaining loans are affected by
the housing and macroeconomic conditions that remain under duress.  
The rating methodology has been updated to account for the
deteriorating performance and outlook.

The principal methodology used in these ratings is described in
the Monitoring and Performance Review section in "Moody's Approach
to Rating US Residential Mortgage-Backed Securities" published in
December 2008.  Other methodologies used include "Pre-2005 US RMBS
Surveillance Methodology" published in January 2011.

To assess the rating implications of the updated loss levels on
prime jumbo RMBS, each individual pool was run through a variety
of scenarios in the Structured Finance Workstation(R) (SFW), the
cash flow model developed by Moody's Wall Street Analytics.  This
individual pool level analysis incorporates performance variances
across the different pools and the structural features of the
transaction including priorities of payment distribution among the
different tranches, average life of the tranches, current balances
of the tranches and future cash flows under expected and stressed
scenarios.  The scenarios include fifty four different
combinations comprising of six loss levels, three loss timing
curves and three prepayment curves.  For ratings implied Aa3 and
above, an additional prepayment curve is run to assess resilience
to a high prepayment scenario.

The mentioned approach "Pre-2005 US RMBS Surveillance Methodology"
is adjusted slightly when estimating losses on pools left with a
small number of loans to account for the volatile nature of small
pools.  Even if a few loans in a small pool become delinquent,
there could be a large increase in the overall pool delinquency
level due to the concentration risk.  To project losses on pools
with fewer than 100 loans, Moody's first estimates a "baseline"
average rate of new delinquencies for the pool that varies from 3%
to 5% 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 fewer the number of
loans remaining in the pool, the higher the volatility in
performance.  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 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.

Certain securities, as noted below, are insured by financial
guarantors.  For securities insured by a financial guarantor, the
rating on the securities is the higher of (i) the guarantor's
financial strength rating and (ii) the current underlying rating
(i. e. , absent consideration of the guaranty) on the security.  
The principal methodology used in determining the underlying
rating is the same methodology for rating securities that do not
have a financial guaranty and is as described earlier.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market.  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in late 2011, accompanied by continued stress in
national employment levels through that timeframe.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the rating.

Complete rating actions are as follows:

Issuer: CHL Mortgage Pass-Through Trust 2002-21

   -- Cl. A-1, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-PO, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2002-39

   -- Cl. A-18, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-36, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-37, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-PO, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-1

   -- Cl. 1-A-1, Downgraded to Aa3 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A-2, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Underlying Rating: Confirmed at Aaa (sf); previously on Apr 15,
2010 Aaa (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (Downgraded to B3,
Outlook Negative on Jun 25, 2009)

   -- Cl. 1-A-5, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A-11, Confirmed at Aaa (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-4, Downgraded to Aa3 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-5, Downgraded to Aa3 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. PO, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-10

   -- Cl. A-2, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-5, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-11, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-12, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-13, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-14, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-15, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-16, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-17, Downgraded to Aa1 (sf); previously on Apr 16, 2003
      Assigned Aaa (sf)

   -- Cl. PO, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. X, Confirmed at Aaa (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-11

   -- Cl. A-1, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-2, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-6, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-7, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-16, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-18, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-20, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-22, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-31, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-32, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-33, Downgraded to Aa1 (sf); previously on Apr 21, 2003
      Assigned Aaa (sf)

   -- Cl. PO, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. X, Confirmed at Aaa (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-21

   -- Cl. A-1, Downgraded to Baa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-2, Downgraded to Baa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Downgraded to Ba3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M, Downgraded to Caa2 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to Ca (sf); previously on Apr 15, 2010
      Baa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to C (sf); previously on Apr 15, 2010
      Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-24

   -- Cl. A-2, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Downgraded to A3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-5, Downgraded to Baa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-6, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-8, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-9, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-10, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-11, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-16, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-17, Downgraded to A3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-PO, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-27

   -- Cl. A-1, Downgraded to Baa3 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M, Downgraded to Caa3 (sf); previously on Apr 15, 2010
      Baa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to C (sf); previously on Apr 15, 2010 B3
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to C (sf); previously on Apr 15, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-29

   -- Cl. A-1, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. PO, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-3

   -- Cl. A-1, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-2, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-5, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-6, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-7, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. PO, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-34

   -- Cl. A-5, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-6, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-7, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-8, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-9, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-10, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-11, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-12, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-13, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-14, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-15, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-16, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-17, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-20, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-21, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. PO, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-37

   -- Cl. 1-A-1, Downgraded to Ba2 (sf); previously on Apr 15,  
      2010 A1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-1, Downgraded to Ba1 (sf); previously on Apr 15,
      2010 Aa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-2, Downgraded to B2 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M, Downgraded to Caa3 (sf); previously on Apr 15, 2010
      Baa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to C (sf); previously on Apr 15, 2010 B1
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to C (sf); previously on Apr 15, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-41

   -- Cl. A-1, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-2, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-6, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. PO, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-42

   -- Cl. 1-A-1, Downgraded to B1 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-4, Downgraded to Ba2 (sf); previously on Apr 15,
      2010 A1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M, Downgraded to Ca (sf); previously on Apr 15, 2010 Ba1
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to C (sf); previously on Apr 15, 2010 B3
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to C (sf); previously on Apr 15, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-43

   -- Cl. A-1, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M, Downgraded to B2 (sf); previously on Apr 15, 2010 Aa3
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to Caa3 (sf); previously on Apr 15, 2010
      A3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to Ca (sf); previously on Apr 15, 2010
      Baa3 (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-44

   -- Cl. A-1, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-2, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Downgraded to Baa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Baa2 (sf); previously on Apr 15,
2010 Aaa (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (Downgraded to B3,
Outlook Negative on Jun 25, 2009)

   -- Cl. A-5, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-6, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-7, Confirmed at Aa1 (sf); previously on Apr 15, 2010
      Aa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-8, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-9, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-10, Downgraded to Baa1 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-11, Downgraded to Ba1 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. PO, Downgraded to Baa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-46

   -- Cl. 1-A-1, Downgraded to A3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A-2, Downgraded to A3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A-3, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-1, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 3-A-1, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 4-A-1, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 4-A-2, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 5-A-1, Downgraded to Baa1 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 6-A-1, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 7-A-1, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M, Downgraded to B2 (sf); previously on Apr 15, 2010 A2
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to Caa3 (sf); previously on Apr 15, 2010
      Baa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to Ca (sf); previously on Apr 15, 2010
      Ba3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-3, Downgraded to C (sf); previously on Apr 15, 2010
      Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-54

   -- Cl. A-1, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M, Downgraded to B1 (sf); previously on Apr 15, 2010 Aa2
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to Caa3 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to C (sf); previously on Apr 15, 2010
      Baa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-3, Downgraded to C (sf); previously on Apr 15, 2010
      Ba2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-4, Downgraded to C (sf); previously on Apr 15, 2010 B2
      (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-56

   -- Cl. 1-A-1, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-5, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 3-A-7A, Downgraded to A2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 3-A-7B, Downgraded to A1 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 3-A-7C, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 4-A-2, Downgraded to Baa3 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 4-A-1, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 5-A-1, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 5-X, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 6-A-1, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 7-A-1, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 8-A-1, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 9-A-1, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M, Downgraded to B3 (sf); previously on Apr 15, 2010 Aa3
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to Ca (sf); previously on Apr 15, 2010
      A3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to C (sf); previously on Apr 15, 2010
      Ba2 (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-57

   -- Cl. A-7, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-8, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-9, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-10, Downgraded to Baa1 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-11, Downgraded to Baa1 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. PO, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-58

   -- Cl. I-A, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-1, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-2, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 3-A, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M, Downgraded to B2 (sf); previously on Apr 15, 2010 A1
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to Caa3 (sf); previously on Apr 15, 2010
      Baa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to Ca (sf); previously on Apr 15, 2010
      Ba2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-3, Downgraded to C (sf); previously on Apr 15, 2010 B2
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-4, Downgraded to C (sf); previously on Apr 15, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-60

   -- Cl. 1-A-1, Downgraded to Ba3 (sf); previously on Apr 15,
      2010 Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-1, Downgraded to Ba3 (sf); previously on Apr 15,
      2010 Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 3-A-1, Downgraded to Ba2 (sf); previously on Apr 15,
      2010 Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 4-A-1, Downgraded to Ba2 (sf); previously on Apr 15,
      2010 Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M, Downgraded to Ca (sf); previously on Apr 15, 2010 A2
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to C (sf); previously on Apr 15, 2010
      Baa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to C (sf); previously on Apr 15, 2010 B3
      (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-7

   -- Cl. A-2, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-8, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-9, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-10, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. X, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. PO, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-HYB1

   -- Cl. 1-A-1, Downgraded to Ba3 (sf); previously on Apr 15,
      2010 Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-X, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-1, Downgraded to Ba3 (sf); previously on Apr 15,
      2010 Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 3-A-1, Downgraded to Ba2 (sf); previously on Apr 15,
      2010 Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M, Downgraded to Caa3 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to Ca (sf); previously on Apr 15, 2010
      Ba1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to Ca (sf); previously on Apr 15, 2010
      Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-HYB2

   -- Cl. 1-A-1, Downgraded to Ba1 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-X, Downgraded to Baa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-1, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M, Downgraded to Caa3 (sf); previously on Apr 15, 2010
      A1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to C (sf); previously on Apr 15, 2010
      Baa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to C (sf); previously on Apr 15, 2010
      Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-HYB3

   -- Cl.1-A-1, Downgraded to Ba1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.1-X, Downgraded to Baa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.2-A-1, Downgraded to Ba1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.3-A-1, Downgraded to Ba1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.4-A-1, Downgraded to Ba1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.5-A-1, Downgraded to Ba1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.6-A-1, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.7-A-1, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.8-A-1, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.M, Downgraded to Caa2 (sf); previously on Apr 15, 2010 A1
      (sf) Placed Under Review for Possible Downgrade

   -- Cl.B-1, Downgraded to Ca (sf); previously on Apr 15, 2010
      Baa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl.B-2, Downgraded to C (sf); previously on Apr 15, 2010 B1
      (sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2003-J5

   -- Cl.1-A-6, Downgraded to Aa3 (sf); previously on Jun 23, 2003
      Assigned Aaa (sf)

   -- Cl.1-A-7, Downgraded to Aa3 (sf); previously on Jun 23, 2003
      Assigned Aaa (sf)

   -- Cl.1-A-10, Downgraded to Aa3 (sf); previously on Jun 23,
      2003 Assigned Aaa (sf)

   -- Cl.1-A-11, Downgraded to Aa2 (sf); previously on Jun 23,
      2003 Assigned Aaa (sf)

   -- Cl.1-A-12, Downgraded to Aa3 (sf); previously on Jun 23,
      2003 Assigned Aaa (sf)

   -- Cl.2-A-1, Downgraded to Aa3 (sf); previously on Jun 23, 2003
      Assigned Aaa (sf)

   -- Cl.2-X, Downgraded to Aa2 (sf); previously on Jun 23, 2003
      Assigned Aaa (sf)

   -- Cl.PO, Downgraded to Aa3 (sf); previously on Jun 23, 2003
      Assigned Aaa (sf)

Issuer: CHL Mortgage Pass-Through Trust, Series 2002-J5

   -- Cl.1-A-13, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.1-A-15, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.1-A-16, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.1-X, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.2-A-1, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.2-X, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.3-A-1, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.PO, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: CWBMS, Inc.  Series 2003-4

   -- Cl.1-A-7, Downgraded to Aa2 (sf); previously on Mar 17, 2003
      Assigned Aaa (sf)

   -- Cl.1-A-13, Downgraded to Aa2 (sf); previously on Mar 17,
      2003 Assigned Aaa (sf)

   -- Cl.1-A-14, Downgraded to Aa2 (sf); previously on Mar 17,
      2003 Assigned Aaa (sf)

   -- Cl.1-A-15, Downgraded to Aa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.2-A-1, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl.PO, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade


CHL MORTGAGE: Moody's Upgrades Rating of Class A-4 Bond to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the Class A-4
bond issued by CHL Mortgage Pass-Through Trust 2004-4 to account
for the guarantee on the bond by Radian Asset Assurance Inc.

The collateral backing this deal consists primarily of first-lien,
fixed rate prime jumbo residential mortgages.

Ratings Rationale

The action reflects the unconditional and irrevocable guarantee of
Radian Asset Assurance Inc. on Class A-4. The previous rating
action on the bond on April 19, 2011 did not take into account
this guarantee. Consistent with Moody's approach of rating
securities insured by a financial guarantor at the higher of (i)
the guarantor's financial strength rating and (ii) the current
underlying rating (i.e., absent consideration of the guaranty),
the rating on Class A-4 has been adjusted to Ba1(sf) to reflect
the current rating of Radian Asset Assurance Inc.

The principal methodology used in determining the underlying
rating is described in the Monitoring and Performance Review
section in "Moody's Approach to Rating US Residential Mortgage-
Backed Securities" published in December 2008. Other methodologies
used include "Pre-2005 US RMBS Surveillance Methodology" published
in January 2011, which accounts for the deteriorating performance
and outlook.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market. Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in late 2011, accompanied by continued stress in
national employment levels through that timeframe.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the rating.

Complete rating actions are:

   Issuer: CHL Mortgage Pass-Through Trust 2004-4

   -- Cl.r A-4, Upgraded to Ba1 (sf); previously on Apr 19, 2011
      Downgraded to Ba3 (sf)

   Financial Guarantor: Radian Asset Assurance Inc. (Downgraded to
   Ba1, Outlook Stable on Mar 12, 2009)

   Underlying Rating: Assigned Ba3 (sf)


CITIGROUP COMM'L: Moody's Affirms 25 CMBS Classes of CGCMT 2005-C3
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 25 classes of
Citigroup Commercial Mortgage Trust 2005-C3, Commercial Mortgage
Pass-Through Certificates, Series 2005-C3:

   -- Cl. A-2, Affirmed at Aaa (sf); previously on Jul 15, 2005
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-3, Affirmed at Aaa (sf); previously on Jul 15, 2005
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-SB, Affirmed at Aaa (sf); previously on Jul 15, 2005
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-4, Affirmed at Aaa (sf); previously on Jul 15, 2005
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-1A, Affirmed at Aaa (sf); previously on Jul 15, 2005
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-MFL, Affirmed at Aaa (sf); previously on Sep 22, 2010
      Confirmed at Aaa (sf)

   -- Cl. A-M, Affirmed at Aaa (sf); previously on Sep 22, 2010
      Confirmed at Aaa (sf)

   -- Cl. XC, Affirmed at Aaa (sf); previously on Jul 15, 2005
      Definitive Rating Assigned Aaa (sf)

   -- Cl. XP, Affirmed at Aaa (sf); previously on Jul 15, 2005
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-J, Affirmed at A2 (sf); previously on Sep 22, 2010
      Downgraded to A2 (sf)

   -- Cl. B, Affirmed at Baa1 (sf); previously on Sep 22, 2010
      Downgraded to Baa1 (sf)

   -- Cl. C, Affirmed at Baa3 (sf); previously on Sep 22, 2010
      Downgraded to Baa3 (sf)

   -- Cl. D, Affirmed at B1 (sf); previously on Sep 22, 2010
      Downgraded to B1 (sf)

   -- Cl. E, Affirmed at B3 (sf); previously on Sep 22, 2010
      Downgraded to B3 (sf)

   -- Cl. F, Affirmed at Caa3 (sf); previously on Sep 22, 2010
      Downgraded to Caa3 (sf)

   -- Cl. G, Affirmed at Ca (sf); previously on Sep 22, 2010
      Downgraded to Ca (sf)

   -- Cl. H, Affirmed at C (sf); previously on Sep 22, 2010
      Downgraded to C (sf)

   -- Cl. J, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

   -- Cl. K, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

   -- Cl. L, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

   -- Cl. M, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

   -- Cl. N, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

   -- Cl. CP-1, Affirmed at Baa1 (sf); previously on Jul 15, 2005
      Definitive Rating Assigned Baa1 (sf)

   -- Cl. CP-2, Affirmed at Baa2 (sf); previously on Jul 15, 2005
      Definitive Rating Assigned Baa2 (sf)

   -- Cl. CP-3, Affirmed at Baa3 (sf); previously on Jul 15, 2005
      Definitive Rating Assigned Baa3 (sf)

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

Moody's rating action reflects a cumulative base expected loss of
6.9% of the current balance. At last full review, Moody's
cumulative base expected loss was 8.5%. Moody's stressed scenario
loss is 14.7% of the current balance. Moody's provides a current
list of base and stress scenario 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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was: "Moody's
Approach to Rating Fusion Transactions" published in April 2005.

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the underlying rating of the loan
which corresponds to a range of credit enhancement levels. Actual
fusion credit enhancement levels are selected based on loan level
diversity, pool leverage and other concentrations and correlations
within the pool. Negative pooling, or adding credit enhancement at
the underlying rating level, is incorporated for loans with
similar credit estimates in the same transaction.

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 47, compared to 52 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 September 22, 2010.

Deal Performance

As of the April 15, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 18% to
$1.19 billion from $1.45 billion at securitization. The
Certificates are collateralized by 113 mortgage loans ranging in
size from less than 1% to 9% of the pool, with the top ten loans
representing 37% of the pool. The pool includes one loan with an
investment grade credit estimate, representing 9% of the pool.
Five loans, representing 3% of the pool, have defeased and are
collateralized with U.S. Government securities.

Twenty-eight loans, representing 23% 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 Moody's ongoing monitoring of a transaction, Moody's reviews
the watchlist to assess which loans have material issues that
could impact performance.

Four loans have been liquidated from the pool, resulting in a
$26.9 million loss (68% loss severity on average). Currently six
loans, representing 12% of the pool, are in special servicing. The
largest specially serviced loan is the Novo Nordisk Headquarters
Loan ($53.0 million -- 4.5% of the pool), which is secured by a
mortgage on two, three-story Class A suburban office buildings
totaling 225,651 square feet (SF) located in Princeton, New
Jersey. The loan transferred to special servicing in January 2010
for imminent maturity default and the loan matured in March 2010.
The borrower submitted a modification proposal and the loan is
dual tracking modification/foreclosure. The remaining five
specially serviced loans are secured by a mix of property types.
The master servicer has recognized an aggregate $42.1 million
appraisal reduction for the specially serviced loans. Moody's has
estimated an aggregate loss of $45.0 million (34% expected loss on
average) for the specially serviced loans.

Moody's has assumed a high default probability for nine poorly
performing loans representing 9% of the pool and has estimated a
$16.7 million loss (15% expected loss based on a 30% probability
default) from these troubled loans.

Moody's was provided with full year 2009 and full or partial year
2010 operating results for 95% and 72%, respectively, of the non-
defeased performing pool. Excluding specially serviced and
troubled loans, Moody's weighted average LTV is 97%, the same as
at last full review. Moody's net cash flow reflects a weighted
average haircut of 12% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.0%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.28X and 1.05X, respectively, compared to
1.29X and 1.03X at last full review. Moody's actual DSCR is based
on Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The loan with a credit estimate is the Carolina Place Loan
($101.3 million -- 8.6%), which is the pooled component of a
$148.9 million first mortgage loan secured by the borrower's
interest in a 1.1 million SF regional mall located in suburban
Charlotte, North Carolina. The mall is anchored by Belk,
Dillard's, Macy's, J.C. Penney and Sears. The overall property was
99% leased as of September 2010, the same as at last review. The
trust also includes the $14.0 million non-pooled loan component
which secures the non-pooled Classes CP-1, CP-2 and CP-3. Moody's
underlying rating and stressed DSCR for the pooled loan component
are A3 and 1.65X, respectively, compared to A3 and 1.62X at last
review. The underlying ratings for Classes CP-1, CP-2 and CP-3 are
Baa1, Baa2, and Baa3, respectively, the same as at last review.

The top three performing loans represent 9% of the pool
balance. The largest performing loan is the Abilene Mall Loan
($35.7 million -- 3.0% of the pool), which is secured by the
borrower's interest in a 680,000 SF single-story regional mall
located in Abilene, Texas. The mall is anchored by Dillard's, J.
C. Penney, and Sears. J.C. Penney is only anchor included in the
collateral. The overall property was 91% leased as of November
2010, compared to 90% at last review. Moody's LTV and stressed
DSCR are 104% and 0.97X, respectively, compared to 105% and 0.95X
at last review.

The second largest performing loan is the Penn Mar Shopping Center
Loan ($35.4 million -- 3.0% of the pool), which is secured by a
382,000 SF retail center located in Forestville (Prince George's
County), Maryland. The center was 92% leased as of December 2010
compared to 94% at last review. Moody's LTV and stressed DSCR are
85% and 1.11X, respectively, compared to 88% and 1.07X at last
review.

The third largest performing loan is the 250 West Pratt Loan
($34.7 million -- 3.0% of the pool), which is secured by a 24-
story 355K SF office property located in downtown Baltimore,
Maryland. Property performance has remained stable. The property
was 77% leased as of December 2010 compared to 78% at last review.
Moody's LTV and stressed DSCR are 122% and 0.82X, respectively,
the same as at last review.


CITIGROUP COMMERCIAL: S&P Cuts Ratings on 7 Classes to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
22 classes of commercial mortgage pass-through certificates
from Citigroup Commercial Mortgage Trust 2007-C6, a U.S.
commercial mortgage-backed securities (CMBS) transaction and
removed class A-4FL from CreditWatch with negative implications.
"In addition, we affirmed our 'AAA (sf)' ratings on six other
classes from the same transaction, including the rating on an
interest-only (IO) class," S&P said.

"Our rating actions follow our analysis of the transaction
primarily using our U.S. conduit/fusion CMBS criteria. The
downgrades of class A-4FL and 21 other certificate classes
in this transaction reflect credit support erosion that we
anticipate will occur upon the resolution of 25 ($352.0 million,
7.5%) of the 27 specially serviced assets ($365.7 million, 7.8%).
We placed the rating on the class A-4FL certificate on CreditWatch
with negative implications on Jan. 18, 2011, to assess the impact
of the change in our counterparty criteria on the outstanding
rating on this class. We removed the rating on class A-4FL from
CreditWatch negative, as the rating is now at the issuer credit
rating assigned to the interest rate swap counterparty in the
transaction, Citibank N.A. (A+/Negative/A-1). We also considered
the monthly interest shortfalls that are affecting the trust. We
lowered our ratings to 'D (sf)' on the class K, L, M, N, O, P,
and Q certificates because we expect interest shortfalls to
continue, and because we believe the accumulated interest
shortfalls will remain outstanding for the foreseeable future,"
S&P related.

"We affirmed our rating on the class X IO certificate based on our
current criteria," S&P said.

"Our analysis included a review of the credit characteristics of
all of the remaining assets in the pool. Using servicer-provided
financial information, we calculated an adjusted debt service
coverage (DSC) of 1.35x and a loan-to-value (LTV) ratio of 121.6%.
We further stressed the loans' cash flows under our 'AAA' scenario
to yield a weighted average DSC of 0.77x and an LTV ratio of
164.5%. The implied defaults and loss severity under the 'AAA'
scenario were 91.7% and 46.3%, respectively. The DSC and LTV
calculations noted above exclude one defeased loan totaling
$1.4 million and 25 ($352.0 million, 7.5%) of the 27 specially
serviced assets ($365.7 million, 7.8%). We separately estimated
losses for the 25 specially serviced assets and included them in
our 'AAA' scenario implied default and loss severity figures,"
according to S&P.

As of the April 12, 2011, trustee remittance report, the trust
experienced monthly interest shortfalls totaling $822,838
primarily related to appraisal subordinate entitlement reduction
(ASER) amounts of $834,465, interest not advanced of $31,625, and
special servicing fees of $76,006. The total interest shortfalls
were offset this period by other interest proceeds from the
specially serviced Nob Hill Apartments loan of $118,127 and ASER
recovery of $21,014. The interest shortfalls affected all classes
subordinate to and including class K. Classes K through Q
experienced cumulative interest shortfalls between two and 13
months. "We expect these classes to experience recurring interest
shortfalls in the near term. Consequently, we downgraded
these classes to 'D (sf)'," S&P stated.

                      Credit Considerations

As of the April 12, 2011, trustee remittance report, 27 assets
($365.7 million, 7.8%) in the pool were with the special servicer,
CWCapital Asset Management LLC (CWCapital). The reported payment
status of the specially serviced assets as of the April 2011
trustee remittance report: 10 are real estate owned (REO)
($226.2 million, 4.8%), three are in foreclosure ($22.5 million,
0.5%), 11 are 90-plus-days delinquent ($99.9 million, 2.1%), one
is 60 days delinquent ($3.4 million, 0.1%), one is in its grace
period ($4.2 million, 0.1%), and one is current ($9.5 million,
0.2%). Appraisal reduction amounts (ARAs) totaling $199.8 million
are in effect against 26 of the specially serviced assets. Details
of the three largest specially serviced assets, one of which is a
top 10 exposure, are:

The Moreno Valley Mall asset ($85.2 million, 1.8%), 472,844 sq.
ft. of a 1.08 million-sq.-ft. regional mall in Moreno Valley,
Calif., is the seventh-largest real estate exposure in the trust
and the largest asset with the special servicer. The asset was
transferred to the special servicer, on Aug. 16, 2010, due to
imminent monetary default and became REO in Feb. 2011. CWCapital
indicated that it plans to stabilize the property's occupancy
(currently at 78.0%) before marketing it for sale. The reported
DSC as of year-end 2010 was 1.17x. An ARA of $45.0 million is in
effect against the asset. "We expect a significant loss upon the
eventual resolution of this asset," S&P stated.  

The Southeast Apartment Portfolio asset ($37.0 million, 0.8%),
consisting of seven multifamily apartment complexes totaling
1,032 units in South Carolina and Georgia, was transferred to
the special servicer on Aug. 27, 2009, due to imminent monetary
default and became REO on Feb. 1, 2011. CWCapital indicated
that the properties are currently being marketed for sale. The
overall reported occupancy at the properties was 73.0%. An ARA of
$27.6 million is in effect against the asset. "We expect a
significant loss upon the eventual resolution of this asset," S&P
noted.

The Blue Oaks Marketplace asset ($28.5 million, 0.6%), an 83,394-
sq.-ft. retail property in Rocklin, Calif., was transferred to the
special servicer on January 26, 2009, due to imminent monetary
default and became REO on Feb. 17, 2010. CWCapital stated that the
property is being listed for sale. The current reported DSC and
occupancy were 0.30x and 88.0%. An ARA of $21.3 million is in
effect against the asset. "We expect a significant loss upon the
eventual resolution of this asset," S&P said.

The 24 remaining specially serviced assets have individual
balances that represent less than 0.5% of the pooled trust
balance. ARAs totaling $105.9 million are in effect against 23
of these assets. "We estimated losses for 22 of these assets,
arriving at a weighted-average loss severity of 52.2%," S&P said.

                      Transaction Summary

As of the April 12, 2011, trustee remittance report, the
collateral pool balance was $4.68 billion, which is 98.5% of the
balance at issuance. The pool includes 305 loans and 10 REO
assets, down from 318 loans at issuance. The master servicers,
Wells Fargo Bank N.A. (Wells Fargo), Midland Loan Services
(Midland), and Berkadia Commercial Mortgage LLC (Berkadia),
provided financial information for 95.1% of the loans in the pool,
57.7% of which was partial- or full-year 2010 data, and the
remainder was partial- or full-year 2009 data.

"We calculated a weighted average DSC of 1.36x for the loans in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV ratio were 1.35x and 121.6%, respectively. Our adjusted
DSC and LTV figures excluded 25 of the 27 specially serviced
assets ($352.0 million, 7.5%). We separately estimated losses
for the 25 specially serviced assets and included them in our
'AAA' scenario implied default and loss severity figures. The
transaction has experienced $12.0 million in principal losses
to date. Sixty-two loans ($752.1 million, 16.1%) in the pool are
on the combined master servicers' watchlist. Forty-six loans
($561.0 million, 12.0%) have a reported DSC of less than 1.00x and
20 loans ($205.7 million, 4.4%) have a reported DSC below 1.10x,"
according to S&P.

             Summary of Top 10 Real Estate Exposures

The top 10 exposures have an aggregate outstanding balance of
$1.36 billion (29.1%). Using servicer-reported numbers, we
calculated a weighted average DSC of 1.30x for the top 10
exposures. One of the top 10 exposures is with the special
servicer and one is on the master servicer's watchlist. "Our
adjusted DSC and LTV ratio for the top 10 exposures are 1.23x and
129.8%," S&P said.

The Hyde Park Apartment Portfolio loan ($123.2 million, 2.6%), the
fourth-largest real estate exposure in the pool, is secured by 43
multifamily apartment complexes totaling 951 units in Chicago,
Ill. The loan appears on the combined master servicers' watchlist
due to a low reported DSC of 0.60x for year-end 2010. According to
the master servicer for this loan, Wells Fargo, the residential
properties have been undergoing renovation, which the borrower
expects to be completed by the end of the first quarter of 2012.
The overall occupancy was 83.3%, according to the Dec. 31, 2010,
rent rolls.

Standard & Poor's stressed the collateral in the pool according to
its current criteria. The resultant credit enhancement levels are
consistent with its lowered and affirmed ratings.

Rating Lowered and Removed From CreditWatch Negative

Citigroup Commercial Mortgage Trust 2007-C6
Commercial mortgage pass-through certificates

              Rating
Class      To         From              Credit enhancement (%)
A-4FL      A+ (sf)    AA (sf)/Watch Neg                  30.21

Ratings Lowered

Citigroup Commercial Mortgage Trust 2007-C6
Commercial mortgage pass-through certificates
                Rating
Class      To           From        Credit enhancement (%)
A-4        A+ (sf)      AA (sf)                     30.21
A-1A       A+ (sf)      AA (sf)                     30.21
A-M        BBB+ (sf)    A (sf)                      20.05
A-MFL      BBB+ (sf)    A (sf)                      20.05
A-J        BB- (sf)     BBB- (sf)                   11.55
A-JFL      BB- (sf)     BBB- (sf)                   11.55
B          B+ (sf)      BB+ (sf)                    11.04
C          B (sf)       BB (sf)                      9.52
D          B- (sf)      BB (sf)                      8.76
E          B- (sf)      BB- (sf)                     8.12
F          B- (sf)      BB- (sf)                     7.36
G          CCC+ (sf)    B+ (sf)                      6.34
H          CCC- (sf)    B (sf)                       5.20
J          CCC- (sf)    B (sf)                       3.81
K          D (sf)       B- (sf)                      2.66
L          D (sf)       B- (sf)                      2.41
M          D (sf)       CCC+ (sf)                    2.16
N          D (sf)       CCC+ (sf)                    1.77
O          D (sf)       CCC (sf)                     1.52
P          D (sf)       CCC (sf)                     1.39
Q          D (sf)       CCC- (sf)                    1.27

Ratings Affirmed

Citigroup Commercial Mortgage Trust 2007-C6
Commercial mortgage pass-through certificates

Class      Rating              Credit enhancement (%)
A-1        AAA (sf)                             30.21
A-2        AAA (sf)                             30.21
A-3        AAA (sf)                             30.21
A-3B       AAA (sf)                             30.21
A-SB       AAA (sf)                             30.21
X          AAA (sf)                               N/A

N/A -- Not applicable.


COBALT CMBS: S&P Lowers Ratings on 5 Classes of Certs. to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of commercial mortgage pass-through certificates from
COBALT CMBS Commercial Mortgage Trust 2006-C1, a U.S. commercial
mortgage-backed securities (CMBS) transaction. "Concurrently,
we affirmed our ratings on six other classes from the same
transaction, including an interest-only (IO) certificate," S&P
said.

"Our rating actions follow our analysis of the transaction
primarily using our U.S. conduit/fusion CMBS criteria. Our
downgrades reflect credit support erosion that we anticipate will
occur upon the resolution of 16 ($397.9 million, 17.5%) of the 20
specially serviced assets ($461.9 million, 20.3%). We also
considered the monthly interest shortfalls that are affecting the
trust. We lowered our ratings to 'D (sf)' on the class E, F, G, H,
and J certificates because we expect interest shortfalls to
continue, and we believe the accumulated interest shortfalls will
remain outstanding for the foreseeable future," S&P stated.

"We affirmed our rating on the class IO interest-only certificate
based on our current criteria," noted S&P.

"Our analysis included a review of the credit characteristics of
all of the remaining assets in the pool. Using servicer-provided
financial information, we calculated an adjusted debt service
coverage (DSC) of 1.28x and a loan-to-value (LTV) ratio of 105.9%.
We further stressed the loans' cash flows under our 'AAA' scenario
to yield a weighted average DSC of 0.83x and an LTV ratio of
132.8%. The implied defaults and loss severity under the 'AAA'
scenario were 77.0% and 41.8%, respectively. The DSC and LTV
calculations noted above exclude 16 ($397.9 million, 17.5%) of the
20 specially serviced assets ($461.9 million, 20.3%). We
separately estimated losses for these specially serviced assets
and included them in our 'AAA' scenario implied default and loss
severity figures," S&P continued.

As of the April 15, 2011, trustee remittance report, the trust
experienced monthly interest shortfalls totaling $456,844
primarily related to rate modifications of $22,703, appraisal
subordinate entitlement reduction (ASER) amounts of $287,703,
special servicing fees of $86,962, and interest paid on
outstanding advances of $58,382. The interest shortfalls affected
all classes subordinate to and including class F. Classes E
through J experienced cumulative interest shortfalls between four
and 14 months. "We expect these classes to experience recurring
interest shortfalls in the near term. Consequently, we downgraded
these classes to 'D (sf)'," S&P noted.

                      Credit Considerations

Twenty assets ($461.9 million, 20.3%) in the pool were with the
special servicer, CWCapital Asset Management LLC (CWCapital).
This figure includes two loans ($30.6 million, 1.3%) that were
transferred to CWCapital subsequent to the April 15, 2011
trustee remittance report. The reported payment status of the
specially serviced assets as of the April 2011 trustee remittance
report is: four are real estate owned (REO) ($151.9 million,
6.7%), three are in foreclosure ($43.7 million, 1.9%), four
are 90-plus-days delinquent ($86.2 million, 3.8%), four are in
their grace period ($62.2 million, 2.7%), four are 30-plus-
days delinquent ($97.7 million, 4.3%), and one is current
($20.2 million, 0.9%). Appraisal reduction amounts (ARAs) totaling
$134.0 million are in effect against nine assets ($233.7 million,
10.3%). Details of the three largest specially serviced assets,
two of which are top 10 exposures.

The Continental Towers asset ($115.0 million, 5.1%), consisting
of three office buildings totaling 932,854 sq. ft. in Rolling
Meadows, Ill., is the second-largest exposure in the pool and
is the largest asset with the special servicer. The asset was
transferred to CWCapital on Jan. 19, 2010, due to imminent
monetary default and became REO on June 14, 2010. CWCapital
stated that it plans to stabilize the property's occupancy
before marketing it for sale. The reported occupancy was 58.0%
as of January 2011, and an ARA of $78.4 million, based on the
January 2011 appraisal value of $39.0 million is in effect
against this asset. S&P expects a significant loss upon the
eventual resolution of this asset.

The DHL Perimeter Center Building loan ($44.0 million, 1.9%),
the 10th-largest exposure in the pool, is secured by a 223,537-
sq.-ft. suburban office building in Scottsdale, Ariz. The loan
was transferred to the special servicer on March 16, 2011, due to
imminent monetary default. The loan's payment status is currently
30-plus-days delinquent. CWCapital indicated that it is currently
negotiating a loan modification with the borrower, while also
pursuing foreclosure. The special servicer also indicated that
it ordered an updated appraisal. Following the vacancy of the
property's sole tenant in 2011, the reported occupancy is
currently 24.0%. "We expect a moderate loss upon the
eventual resolution of this loan," S&P said.

The Carefree Pebble loan ($34.4 million, 1.5%), is secured by a
416-unit independent living facility in Las Vegas, Nev. The loan
was transferred to the special servicer on Jan. 13, 2010, due to
imminent monetary default. CWCapital stated that it is pursuing
foreclosure. CWCapital reported a 0.83x DSC for year-end 2010
and 91.0% occupancy as of April 2011. An updated January 2011
appraisal valued the property at below the trust balance. "We
expect a moderate loss upon the eventual resolution of this loan,"
according to S&P.

The 17 remaining specially serviced assets have individual
balances that represent less than 1.5% of the pooled trust
balance. ARAs totaling $55.6 million are in effect against eight
of these assets. "We estimated losses for 13 of these assets,
arriving at a weighted-average loss severity of 41.8%," S&P added.

                        Transaction Summary

As of the April 15, 2011, trustee remittance report, the
collateral pool balance was $2.28 billion, which is 90.0%
of the balance at issuance. The pool includes 149 loans and
four REO assets, down from 166 loans at issuance. The master
servicer, Wells Fargo Bank N.A. (Wells Fargo), provided financial
information for 94.8% of the loans in the pool, 66.6% of which was
partial- or full-year 2010 data, and the remainder was partial- or
full-year 2009 data.

"We calculated a weighted average DSC of 1.33x for the loans in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV ratio were 1.28x and 105.9%, respectively. Our adjusted
DSC and LTV figures excluded 16 of the 20 specially serviced
assets ($397.9 million, 17.5%). We separately estimated losses
for the specially serviced assets and included them in our
'AAA' scenario implied default and loss severity figures. The
transaction has experienced $48.6 million in principal losses to
date. Forty-two loans ($406.2 million, 17.8%) in the pool are on
the master servicer's watchlist. Twenty-six loans ($442.2 million,
19.4%) have a reported DSC of less than 1.00x and 10 loans
($79.4 million, 3.5%) have a reported DSC below 1.10x," S&P
stated.

               Summary of Top 10 Real Estate Exposures

"The top 10 exposures have an aggregate outstanding balance of
$839.2 million (36.8%). Using servicer-reported numbers, we
calculated a weighted average DSC of 1.40x for the top 10
exposures. Two of the top 10 exposures are with the special
servicer (discussed above). Our adjusted DSC and LTV ratio for
the top 10 exposures are 1.18x and 109.4%," S&P said.

The Ala Moana Portfolio loan, the largest exposure in the pool,
is secured by two retail properties totaling 1.62 million sq. ft.
and two office properties totaling 369,280 sq. ft. in Honolulu,
Hawaii. The loan has a whole-loan balance of $1.32 billion, which
consists of a $1.05 billion senior A note and a $265.9 million
subordinate B note ($22.2 million of which is included in the
trust). The A note is further divided into six pari passu pieces,
$175.3 million of which makes up 7.7% of the pooled trust balance.
The class AMP-E1 and AMP-E2 raked certificates (not rated)
included in the transaction derive 100% of their cash flow from
the $22.2 million nonpooled B note. Wells Fargo reported an
aggregate DSC of 1.31x for the nine months ended Sept. 30, 2010,
and overall occupancy was 95.5% according to the Dec. 31, 2010,
rent rolls.

Standard & Poor's stressed the collateral in the pool according to
its current criteria. The resultant credit enhancement levels are
consistent with its lowered and affirmed ratings.

Ratings Lowered

COBALT CMBS Commercial Mortgage Trust 2006-C1
Commercial mortgage pass-through certificates
                Rating
Class      To           From        Credit enhancement (%)
A-M        BBB (sf)     BBB+ (sf)                    20.09
A-J        B (sf)       BB (sf)                      10.92
B          CCC+ (sf)    BB- (sf)                      8.70
C          CCC- (sf)    B+ (sf)                       7.45
D          CCC- (sf)    B (sf)                        5.92
E          D (sf)       B- (sf)                       4.95
F          D (sf)       CCC+ (sf)                     3.70
G          D (sf)       CCC (sf)                      2.59
H          D (sf)       CCC- (sf)                     1.06
J          D (sf)       CCC- (sf)                     0.78

Ratings Affirmed

COBALT CMBS Commercial Mortgage Trust 2006-C1
Commercial mortgage pass-through certificates

Class      Rating              Credit enhancement (%)
A-2        AAA (sf)                             31.20
A-AB       AAA (sf)                             31.20
A-3        AAA (sf)                             31.20
A-4        AA- (sf)                             31.20
A-1A       AA- (sf)                             31.20
IO         AAA (sf)                               N/A

N/A -- Not applicable.


COBALTS SERIES: Moody's Cuts Sprint Capital Cert. Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service has downgraded these certificates issued
by COBALTS Trust for Sprint Capital Notes:

   -- 1,000,000 8.125% COBALTS Trust Series Sprint Capital
      Certificates, Series 2002-1; Downgraded to B1; Previously on
      December 3, 2010 Ba3 Placed Under Review for Possible
      Downgrade

Ratings Rationale

The transaction is a structured note whose rating is based on the
rating of the Underlying Securities and the legal structure of the
transaction.  The rating action is a result of the change of the
rating of $29,686,000 6.875% Notes due 2028 issued by Sprint
Capital Corporation which were downgraded by Moody's on April 21,
2011.

The principal methodology used in this rating was "Moody's
Approach to Rating Repackaged Securities" published in April 2010.

Regulatory Disclosures

Information sources used to prepare the credit rating are the
following: parties involved in the ratings, and public
information.

Moody's Investors Service considers the quality of information
available on the issuer or obligation satisfactory for the
purposes of maintaining a credit rating.

Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources. However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.

The date on which some Credit Ratings were first released goes
back to a time before Moody's Investors Service's Credit Ratings
were fully digitized and accurate data may not be available.
Consequently, Moody's Investors Service provides a date that it
believes is the most reliable and accurate based on the
information that is available to it.


COLTS 2005-2: Fitch Affirms 4 Classes of Notes; Revises Outlooks
----------------------------------------------------------------
Fitch Ratings has affirmed four classes of notes issued by CoLTS
2005-2, Ltd./Corp. (CoLTS 2005-2):

   -- $56,787,468 class A floating rate notes at 'AAAsf/LS3';
      Outlook Stable;

   -- $16,000,000 class B floating rate deferrable interest notes
      at 'AAsf/LS5'; Outlook Stable;

   -- $34,000,000 class C floating rate deferrable interest notes
      at 'BBBsf/LS4'; Outlook to Stable from Negative;

   -- $20,000,000 class D floating rate deferrable interest notes
      at 'Bsf/LS5'; Outlook to Stable from Negative.

The affirmations and revised outlooks are the result of increased
credit enhancement to the rated notes offsetting negative credit
migration and increasing concentration risks. Approximately 79% of
the original class A note balance has paid down, due to the
amortization of the portfolio and the overcollateralization (OC)
test failures that occurred in 2010. The transaction had exited
its reinvestment period in March 2009, and principal proceeds had
been used to pay down the balances of the notes sequentially. The
OC test failures also diverted excess spread to the principal
payments of the rated notes, shutting off proceeds to the
preference shares.

Since the last review in March 2010, CoLTS 2005-2 has continued to
experience negative credit migration, as the trustee reported
weighted average rating factor (WARF) increased to 38 ('B-/CCC+')
from 32 ('B/B-'), relative to a trigger of 34 ('B/B-'), according
to the trustee report dated March 21, 2011. Assets considered at
'CCC+' or lower increased to 38.3% from 30.3%. However, 15.8% have
been considered at 'CCC' due to the lack of ratings information.
Assets considered as defaulted decreased to 0.5% from 4.5% of the
aggregate outstanding loan balance. The OC test continues to pass
at 118.59%, relative to a trigger of 112.65%.

The rated notes also carry LS ratings. The LS ratings indicate
each tranche's potential loss severity given default, as evidenced
by the ratio of tranche size to the base-case loss expectation for
the collateral, as explained in Fitch's 'Criteria for Structured
Finance Loss Severity Ratings'. The LS rating should always be
considered in conjunction with the notes' long-term credit rating.

The long-term rating of the class A notes addresses the likelihood
that investors will receive full and timely payments of interest,
as per the transaction's governing documents, as well as the
stated balance of principal by the legal final maturity date. The
long-term ratings of the class B, C, and D notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the transaction's governing documents,
as well as the stated balance of principal by the legal final
maturity date

CoLTS 2005-2 is a cash flow collateralized loan obligation that
closed Jan. 10, 2006 and is managed by Ivy Hill Asset Management,
L.P. (Ivy Hill), an affiliate of Ares Capital Corporation. Ivy
Hill became manager through a sub-servicing agreement executed
with Structured Asset Investors, LLC, a wholly owned subsidiary of
Wachovia Bank, N.A. on June 15, 2009. The portfolio is comprised
of 66.0% traditional middle market loans, 22.7% large middle
market loans, and 3.7% broadly syndicated loans to 44 performing
borrowers. In addition, the portfolio is composed of 99.4% first
lien and 0.6% second lien loans.


COLTS 2007-1: Fitch Affirms 5 Classes; LS Ratings Revised
---------------------------------------------------------
Fitch Ratings has affirmed five classes of notes issued by CoLTS
2007-1, Ltd./LLC. (CoLTS 2007-1) and revised Loss Severity ratings
and Outlooks:

   -- $159,773,141 class A floating-rate notes at 'AAAsf/LS2',
      Outlook Stable;

   -- $22,250,000 class B floating-rate notes at 'AAsf', Outlook
      Stable, LS revised to 'LS4' from 'LS5';

   -- $40,000,000 class C floating-rate deferrable interest notes
      at 'Asf', Outlook Stable, LS revised to 'LS3' from 'LS4';

   -- $21,215,000 class D floating-rate deferrable interest notes
      at 'BBBsf', Outlook to Stable from Negative; LS revised to
      'LS4' from 'LS5';

   -- $22,250,000 class E floating-rate deferrable interest notes
      at 'B'; Outlook to Stable from Negative; LS revised to 'LS4'
      from 'LS5'.

The affirmations and the revised Outlooks are the result of
relatively stable performance of the underlying collateral and the
increases in credit enhancement to the rated notes. Approximately
39% of the original class A notes balance have paid down from the
failures of the class E overcollateralization (OC) in 2009 to
2010, and the interest diversion test, which last failed in
December 2010, diverted excess spread to the reinvestment of
additional collateral. The cures of both tests resulted in the
increases in credit enhancement. According to the trustee report
dated March 21, 2011, the performance of the underlying portfolio
of CoLTS 2007-1 also stabilized since the last review in March
2010. Credit deterioration has remained relatively flat, as assets
considered 'CCC+' or below in the performing (non-defaulted)
portfolio increased to 18.9% from 18.5%. Fitch-considered defaults
have also decreased to 0.5% from 2.9% of the aggregate outstanding
loan balance of the portfolio. The trustee-reported Fitch weighted
average rating factor (WARF) also showed some improvement as it
decreased to 28.9 ('B/B-') from 29.8 ('B/B-'), but it continues to
fail against a trigger of 28.0 ('B/B-'). The transaction is
currently in its reinvestment period, which is due to end next
year in March 2012.

The LS ratings on certain rated notes were also revised. The LS
ratings indicate each tranche's potential loss severity given
default, as evidenced by the ratio of tranche size to the base-
case loss expectation for the collateral, as explained in Fitch's
'Criteria for Structured Finance Loss Severity Ratings'. The LS
rating should always be considered in conjunction with the notes'
long-term credit rating.

The ratings on the class A and B notes address the likelihood that
investors will receive full and timely payments of interest as
well as the stated balance of principal by the legal final
maturity date, as per the transaction's governing documents. The
ratings on the classes C, D, and E notes address the likelihood
that investors will receive ultimate and compensating interest
payments as well as the stated balance of principal by the legal
final maturity date, as per the transaction's governing documents.

CoLTS 2007-1 is a revolving cash flow collateralized loan
obligation (CLO) that closed Feb. 27, 2007 and is managed by Ivy
Hill Asset Management, L.P. (Ivy Hill), an affiliate of Ares
Capital Corporation. Ivy Hill became manager through a sub-
servicing agreement executed with Structured Asset Investors, LLC,
on June 15, 2009. The portfolio is currently comprised of 96.7%
first lien and 3.3% of second lien loans.


CORPORATE BACKED: Moody's Cuts Sprint-Backed Certs. Rating to Ba3
-----------------------------------------------------------------
Moody's Investors Service has downgraded these certificates issued
by Corporate Backed Trust Certificates, Sprint Capital Note-Backed
Series 2003-17:

   -- US$25,000,000 Principal Amount of 7.00% Class A-1
      Certificates due 2028; Downgraded to B1; Previously on
      December 3, 2010 Ba3 Placed Under Review for Possible
      Downgrade

Ratings Rationale

The transaction is a structured note whose rating is based on the
rating of the Underlying Securities and the legal structure of the
transaction. The rating action is a result of the change of the
rating of $25,455,000 6.875% Notes due 2028 issued by Sprint
Capital Corporation which were downgraded by Moody's on April 21,
2011.

The principal methodology used in this rating was "Moody's
Approach to Rating Repackaged Securities" published in April 2010.


CREDIT SUISSE: Moody's Affirms 12 and Downgrades Five CMBS Classes
------------------------------------------------------------------
Moody's Investors Service affirmed 12 classes and downgraded five
classes of Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates, Series 2007-TFL2.
Moody's rating action is:

   -- Cl. A-1, Affirmed at A2 (sf); previously on Sep 16, 2010
      Confirmed at A2 (sf)

   -- Cl. A-2, Downgraded to B1 (sf); previously on Sep 16, 2010
      Downgraded to Ba1 (sf)

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

   -- Cl. C, Downgraded to Caa1 (sf); previously on Apr 1, 2010
      Downgraded to B2 (sf)

   -- Cl. D, Downgraded to Caa3 (sf); previously on Sep 16, 2010
      Downgraded to Caa1 (sf)

   -- Cl. A-3, Downgraded to B2 (sf); previously on Apr 1, 2010
      Downgraded to Ba2 (sf)

   -- Cl. A-X-1, Affirmed at A2 (sf); previously on Sep 16, 2010
      Confirmed at A2 (sf)

   -- Cl. A-X-2, Affirmed at A2 (sf); previously on Sep 16, 2010
      Confirmed at A2 (sf)

   -- Cl. E, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

   -- Cl. F, Affirmed at C (sf); previously on Apr 1, 2010
      Downgraded to C (sf)

   -- Cl. G, Affirmed at C (sf); previously on Apr 1, 2010
      Downgraded to C (sf)

   -- Cl. BSL-A, Affirmed at C (sf); previously on Dec 3, 2009
      Downgraded to C (sf)

   -- Cl. BSL-B, Affirmed at C (sf); previously on Dec 3, 2009
      Downgraded to C (sf)

   -- Cl. BSL-C, Affirmed at C (sf); previously on Mar 4, 2009
      Downgraded to C (sf)

   -- Cl. BSL-D, Affirmed at C (sf); previously on Mar 4, 2009
      Downgraded to C (sf)

   -- Cl. BSL-E, Affirmed at C (sf); previously on Mar 4, 2009
      Downgraded to C (sf)

   -- Cl. BSL-F, Affirmed at C (sf); previously on Mar 4, 2009
      Downgraded to C (sf)

Ratings Rationale

The downgrades were due to the outstanding interest shortfalls
that were not recovered in the liquidation of the Resorts Atlantic
City loan and the anticipated outstanding interest shortfalls that
are not expected to be recovered from the Biscayne Landing loan.
The affirmations were 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 action is the result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions.

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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011 The hotel
and multifamily sectors are continuing to show signs of recovery,
while recovery in the office and retail sectors will be tied to
recovery of the broader economy. The availability of debt capital
continues to improve with terms returning toward market norms.
Moody's central global macroeconomic scenario reflects an overall
sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Rating Large Loan/Single Borrower Transactions" rating
methodology published in July 2000.

Moody's review incorporated the use of the excel-based CMBS Large
Loan Model v 8.0 which is used for both large loan and single
borrower transactions. 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 also incorporates a supplementary tool to
allow for the testing of the credit support at various rating
levels. The scenario or "blow-up" analysis tests the credit
support for a rating assuming that all loans in the pool default
with an average loss severity that is commensurate with the rating
level being tested.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated September 16, 2010.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the rating.

As of the April 15, 2011 distribution date, the transaction's
certificate balance decreased by approximately 32% to $1.03
billion from $1.52 billion at securitization due to the payoff of
the Capital Source Portfolio Loan and the loss incurred on the
Resorts Atlantic City Loan as well as principal payments
associated with three loans (Planet Hollywood Loan, Whitehall
Seattle Portfolio Loan and Biscayne Landing Loan). The
Certificates are collateralized by seven floating-rate loans
ranging in size from 5% to 45% of the pooled trust mortgage
balance. The largest three loans account for 83% of the pooled
balance. The pool composition includes casino properties (45% of
the pooled balance), office (37%), hotel (10%) and land (8%).

Classes A-2 through L have experienced significant interest
shortfalls totaling $6.6 million as of April 2011 distribution
date. Moody's expects the interests shortfalls associated the
Resorts Atlantic City loan and the Bicayne Landing loan to remain
permanent. Interest shortfalls are caused by special servicing
fees, including workout and liquidation fees, appraisal
subordinate entitlement reductions (ASERs) and extraordinary trust
expenses.

The pool has experienced $176.7 million in losses since
securitization due to the Resorts Atlantic City loan which
liquidated at a 101% loss severity. There is currently one loan in
special servicing, the Biscayne Landing Loan ($77.2 million - 8%
of the pooled trust balance and six rake classes). The loan is
secured by a 188-acre site located in North Miami, Florida and was
intended to fund pre-development of the parcel to accommodate a
mixed-use project. In March of 2008, the loan was moved to special
servicing. A 2010 appraisal was received that valued the property
at $15.5 million which is 3% of the original appraised value at
securitization and significantly below the trust debt balance. In
March 2010, outstanding reserves were used to repay servicer
advances, fees and interest shortfall recovery associated with the
loan and the remaining $29 million was used to pay down the pooled
principal balance. The loan collateral is being marketed for sale
and terms are being negotiated with a potential buyer. Additional
to the pooled balance, there are junior trust loans secured by the
asset including rake classes BSL-A, BSL-B, BSL-C, BSL-D, BSL-E and
BSL-F. Moody's current credit estimate for the pooled balance is
C, the same as last review.

The remaining five loans include the Planet Hollywood loan ($439
million, 45% of the pooled balance); the Whitehall Seattle
Portfolio loan ($292.5 million, 30%); the 100 West Putnam loan($67
million, 7%), the Ritz-Carlton Half Moon Bay loan($51.5 million,
5%) and the Westin DFW loan ($50 million, 5%).

Moody's weighed average pooled loan to value (LTV) ratio is over
100% similar to last review in April 2010, compared to 63.4% at
securitization. Moody's pooled stressed debt service coverage
(DSCR) is 0.87X similar to last review, compared to 1.31X at
securitization.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. Large
loan transactions have a Herf of less than 20. The pool has a Herf
of 3, compared to 4 last review.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.


CREDIT SUISSE: Moody's Cuts Rating of RMBS 2002 Class B-4 to 'C'
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 78
tranches and confirmed the ratings of six tranches from nine prime
jumbo deals issued by Credit Suisse. The collateral backing the
jumbo deals consists primarily of first-lien, fixed and adjustable
rate prime jumbo residential mortgages.

Ratings Rationale

The actions are a result of deteriorating performance of prime
jumbo pools securitized before 2005. Although most of these pools
have paid down significantly, the remaining loans are affected by
the housing and macroeconomic conditions that remain under duress.

The principal methodology used in these ratings is described in
the Monitoring and Performance Review section in "Moody's Approach
to Rating US Residential Mortgage-Backed Securities" published in
December 2008. Other methodologies used include "Pre-2005 US RMBS
Surveillance Methodology" published in January 2011, which
accounts for the deteriorating performance and outlook.

To assess the rating implications of the updated loss levels on
prime jumbo RMBS, each individual pool was run through a variety
of scenarios in the Structured Finance Workstation(R) (SFW), the
cash flow model developed by Moody's Wall Street Analytics. This
individual pool level analysis incorporates performance variances
across the different pools and the structural features of the
transaction including priorities of payment distribution among the
different tranches, average life of the tranches, current balances
of the tranches and future cash flows under expected and stressed
scenarios. The scenarios include fifty four different combinations
comprising of six loss levels, three loss timing curves and three
prepayment curves. For ratings implied Aa3 and above, an
additional prepayment curve is run to assess resilience to a high
prepayment scenario.

The approach "Pre-2005 US RMBS Surveillance Methodology" is
adjusted slightly when estimating losses on pools left with a
small number of loans to account for the volatile nature of small
pools. Even if a few loans in a small pool become delinquent,
there could be a large increase in the overall pool delinquency
level due to the concentration risk. To project losses on pools
with fewer than 100 loans, Moody's first estimates a "baseline"
average rate of new delinquencies for the pool that varies from 3%
to 5% 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 fewer the number of
loans remaining in the pool, the higher the volatility in
performance. 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 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.

Moody's has withdrawn the ratings of 14 tranches from the CSFB
Mortgage-Backed Pass-Through Certificates, Series 2002-AR33
transaction. The tranches were backed by a pool of mortgage loans
with a pool factor less than 5% and containing fewer than 40
loans. Moody's current RMBS surveillance methodologies apply to
pools with at least 40 loans and a pool factor of greater than 5%.
As a result, Moody's may withdraw its rating when the pool factor
drops below 5% and the number of loans in the pool declines to 40
loans or lower unless specific structural features allow for a
monitoring of the transaction (such as a credit enhancement floor
or pool insurance). Moody's Investors Service has withdrawn the
credit rating pursuant to published credit rating methodologies
that allow for the withdrawal of the credit rating if the size of
the pool outstanding at the time of the withdrawal has fallen
below a specified level. Please refer to Moody's Investors Service
Withdrawal Policy, which can be found on our website,
www.moodys.com.

Moody's is also reinstating the rating on Class I-P issued by CSFB
Mortgage-Backed Pass-Through Certificates, Series 2003-23. The
rating on this tranche was previously withdrawn due to an internal
administrative error.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market. Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in late 2011, accompanied by continued stress in
national employment levels through that timeframe.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the rating.

Complete rating actions are as follows:

Issuer: Credit Suisse First Boston Mortgage Securities Corp. Pass-
Through Certificates, 2002-P1

  Cl. A, Downgraded to A1 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

      Underlying Rating: Downgraded to A1 (sf); previously on Apr
      15, 2010 Aaa (sf) Placed Under Review for Possible Downgrade

      Financial Guarantor: Ambac Assurance Corporation (Segregated
      Account -- Unrated)
  
  Cl. B-1, Downgraded to Baa2 (sf); previously on Apr 15, 2010 Aa1  
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-2, Downgraded to B2 (sf); previously on Apr 15, 2010 Aa3
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-3, Downgraded to Ca (sf); previously on Apr 15, 2010 A3
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-4, Downgraded to C (sf); previously on Apr 15, 2010 Ca     
      (sf) Placed Under Review for Possible Downgrade

  Cl. B-5, Downgraded to C (sf); previously on Aug 25, 2008
      Downgraded to Ca (sf)

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2002-AR31

  Cl. I-A-1, Downgraded to A1 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-1, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. II-X, Downgraded to Aa3 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. III-A-1, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. III-X, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. IV-A-1, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. IV-A-2, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. IV-A-3, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. V-A-1, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. VI-A-1, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-1, Downgraded to Baa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-2, Downgraded to B1 (sf); previously on Apr 15, 2010 Aa2
      (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-3, Downgraded to Caa3 (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-4, Downgraded to Ca (sf); previously on Apr 15, 2010
      Baa3 (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-5, Downgraded to C (sf); previously on Apr 15, 2010 B1
      (sf) Placed Under Review for Possible Downgrade

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2002-AR33

  Cl. I-A-1, Withdrawn (sf); previously on Apr 15, 2010 Baa2 (sf)
      Placed Under Review for Possible Downgrade

  Cl. II-A-1, Withdrawn (sf); previously on Apr 15, 2010 A3 (sf)      
      Placed Under Review for Possible Downgrade

  Cl. II-X, Withdrawn (sf); previously on Apr 15, 2010 Aaa (sf)
      Placed Under Review for Possible Downgrade

  Cl. III-A-1, Withdrawn (sf); previously on Apr 15, 2010 Baa2
      (sf) Placed Under Review for Possible Downgrade

  Cl. III-A-2, Withdrawn (sf); previously on Apr 15, 2010 Baa2
      (sf) Placed Under Review for Possible Downgrade

  Cl. III-A-3, Withdrawn (sf); previously on Apr 15, 2010 Baa2
      (sf) Placed Under Review for Possible Downgrade

  Cl. III-A-4, Withdrawn (sf); previously on Apr 15, 2010 Baa2
      (sf) Placed Under Review for Possible Downgrade

  Cl. III-X, Withdrawn (sf); previously on Apr 15, 2010 Aaa (sf)
      Placed Under Review for Possible Downgrade

  Cl. IV-A-1, Withdrawn (sf); previously on Apr 15, 2010 Baa1 (sf)
      Placed Under Review for Possible Downgrade

  Cl. C-B-1, Withdrawn (sf); previously on Apr 15, 2010 Ba2 (sf)
      Placed Under Review for Possible Downgrade

  Cl. C-B-2, Withdrawn (sf); previously on Apr 15, 2010 B2 (sf)
      Placed Under Review for Possible Downgrade

  Cl. C-B-3, Withdrawn (sf); previously on Apr 15, 2010 Caa2 (sf)
      Placed Under Review for Possible Downgrade

  Cl. C-B-4, Withdrawn (sf); previously on Apr 15, 2010 Ca (sf)
      Placed Under Review for Possible Downgrade

  Cl. C-B-5, Withdrawn (sf); previously on Jul 9, 2009 Downgraded
      to C (sf)

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2003-10

  Cl. I-A-2, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-3, Downgraded to A2 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-4, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. I-X, Downgraded to Aa3 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. I-P, Downgraded to A1 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-1, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. II-X, Downgraded to A1 (sf); previously on Apr 15, 2010 Aaa
     (sf) Placed Under Review for Possible Downgrade

  Cl. A-P, Downgraded to A1 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-1, Downgraded to Ba1 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-2, Downgraded to Caa2 (sf); previously on Apr 15, 2010
      A3 (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-3, Downgraded to C (sf); previously on Apr 15, 2010 Baa3
      (sf) Placed Under Review for Possible Downgrade

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2003-19

  Cl. I-A-1, Downgraded to A1 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-2, Confirmed at Aa1 (sf); previously on Apr 15, 2010 Aa1
      (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-4, Downgraded to A1 (sf); previously on Apr 15, 2010 Aa2
      (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-14, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-15, Confirmed at Aa1 (sf); previously on Apr 15, 2010
      Aa1 (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-19, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-23, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-X, Confirmed at Aa2 (sf); previously on Apr 15, 2010 Aa2
      (sf) Placed Under Review for Possible Downgrade

  Cl. I-P, Downgraded to A1 (sf); previously on Apr 15, 2010 Aa2
      (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-1, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. II-X, Downgraded to A1 (sf); previously on Apr 15, 2010 Aa2
      (sf) Placed Under Review for Possible Downgrade

  Cl. II-P, Downgraded to A1 (sf); previously on Apr 15, 2010 Aa2
      (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-2, Downgraded to B2 (sf); previously on Apr 15, 2010 A2
      (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-3, Downgraded to Ca (sf); previously on Apr 15, 2010
      Baa3 (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-4, Downgraded to C (sf); previously on Apr 15, 2010 Ba2
      (sf) Placed Under Review for Possible Downgrade

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2003-AR12

  Cl. I-A-1, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. I-A-2, Downgraded to B1 (sf); previously on Apr 15, 2010 Aa2
      (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-1, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-2, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-3, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. III-A-1, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. III-X-A-1, Downgraded to Ba2 (sf); previously on Apr 15,
      2010 Aa2 (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-1, Downgraded to Caa3 (sf); previously on Apr 15, 2010
      A3 (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-2, Downgraded to C (sf); previously on Apr 15, 2010 Ba1
      (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-3, Downgraded to C (sf); previously on Apr 15, 2010 B3
      (sf) Placed Under Review for Possible Downgrade

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2003-AR15

  Cl. I-A-1, Downgraded to Baa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-1, Downgraded to A3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-2, Downgraded to Baa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. II-X, Downgraded to A3 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. III-A-1, Downgraded to Baa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-1, Downgraded to B2 (sf); previously on Apr 15, 2010 Aaa
      (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-2, Downgraded to Caa3 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-3, Downgraded to Ca (sf); previously on Apr 15, 2010 A3
      (sf) Placed Under Review for Possible Downgrade

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2003-AR22

  Cl. I-A-1, Downgraded to Ba3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-4, Downgraded to B1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-5, Downgraded to B1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. III-A-1, Downgraded to B1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-1, Downgraded to Ca (sf); previously on Apr 15, 2010 Aa2
      (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-2, Downgraded to C (sf); previously on Apr 15, 2010 A3
      (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-3, Downgraded to C (sf); previously on Apr 15, 2010 B1
      (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-4, Downgraded to C (sf); previously on Apr 15, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2003-AR24

  Cl. I-A-1, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aa1 (sf) Placed Under Review for Possible Downgrade

  Cl. II-A-4, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aa1 (sf) Placed Under Review for Possible Downgrade

  Cl. III-A-1, Downgraded to Baa1 (sf); previously on Apr 15, 2010
      Aa1 (sf) Placed Under Review for Possible Downgrade

  Cl. IV-A-1, Downgraded to A3 (sf); previously on Apr 15, 2010
      Aa1 (sf) Placed Under Review for Possible Downgrade

  Cl. V-A-1, Downgraded to Baa2 (sf); previously on Apr 15, 2010
      Aa1 (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-1, Downgraded to B3 (sf); previously on Apr 15, 2010 A3
      (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-2, Downgraded to Ca (sf); previously on Apr 15, 2010 Ba1
      (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-3, Downgraded to C (sf); previously on Apr 15, 2010 Caa1
      (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-4, Downgraded to C (sf); previously on Apr 15, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

  Cl. C-B-5, Downgraded to C (sf); previously on Apr 15, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2003-23

  Cl. I-P, Reinstated to A1 (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF245312

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


CREDIT SUISSE: S&P Lowers Rating on Class H Certs. to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
Credit Suisse Commercial Mortgage Trust Series 2006-C5, a
U.S. commercial mortgage-backed securities (CMBS) transaction.
"Concurrently, we affirmed our ratings on 11 other classes from
the same transaction," S&P related.

"Our rating actions follow our analysis of the transaction using
our U.S. conduit and fusion criteria. Our analysis included a
review of the credit characteristics of all of the remaining
assets in the pool, the transaction structure, and the liquidity
available to the trust," S&P stated.

The downgrades reflect anticipated credit support erosion upon
the eventual resolution of 28 ($281.7 million, 8.5%) of the 30
($486.8 million, 14.8%) specially serviced loans in the pool. "We
downgraded class H to 'D (sf)' due to outstanding accumulated
interest shortfalls that we expect to remain outstanding for the
foreseeable future. Using servicer-provided financial information,
we calculated an adjusted debt service coverage (DSC) of 1.29x
and a loan-to-value (LTV) ratio of 116.1%. We further stressed the
loans' cash flows under our 'AAA' scenario to yield a weighted
average DSC of 0.87x and an LTV ratio of 156.8%. The implied
defaults and loss severity under the 'AAA' scenario were 83.2% and
36.7%. The DSC and LTV calculations noted above exclude one
defeased loan ($115.0 million, 3.5%), 28 specially serviced loans
($281.7 million, 8.5%), and one loan that we considered to be
credit-impaired ($1.4 million), which was subsequently transferred
to the special servicer. We separately estimated losses for the 28
specially serviced and credit-impaired loans and included them in
our 'AAA' scenario implied default and loss severity figures," S&P
noted.

"Our rating affirmations on the principal and interest certificate
classes reflect subordination and liquidity support levels that
are consistent with the outstanding ratings. We affirmed our
ratings on the class A-X and A-SP interest-only (IO) certificates
based on our current criteria," S&P stated.

                      Credit Considerations

As of the April 15, 2011, trustee remittance report, 30
loans ($486.8 million, 14.8%) in the pool were with the
special servicer, LNR Partners LLC (LNR). The payment status
of the specially serviced assets as reported in the April
2011 trustee remittance report is as follows: six are REO
($46.6 million, 1.4%), three are in foreclosure ($87.5 million,
2.7%), 13 are 90-plus-days delinquent ($105.0 million, 3.2%),
one is 60 days delinquent ($1.6 million, 0.1%), one is 30
days delinquent ($2.1 million, 0.1%), and six are current
($244.0 million, 7.4%). Nineteen of the 30 specially serviced
assets ($205.7 million, 6.2%) have appraisal reduction amounts
(ARAs) in effect totaling $93.9 million. "In addition, one loan
($1.4 million), the Town Manor Apartments loan, which we deem
credit-impaired, was subsequently transferred to the special
servicer due to payment default. The loan is 60-plus-days
delinquent. We discuss details of the two largest specially
serviced assets," S&P said.

The Babcock & Brown FX 4 loan ($193.0 million, 5.9%) is the
largest real estate exposure in the pool and largest asset with
the special servicer. The loan is secured by 20 multifamily
properties totaling 4,958 units located in Texas, South Carolina,
and Georgia. The loan was transferred to the special servicer in
July 2009 and has been current since Oct. 11, 2010. As of Dec. 31,
2010, the reported DSC and occupancy were 1.08x and 91.3%.
According to LNR, the borrower has indicated that it is drafting
an A/B loan restructure/modification proposal.  

The West Covina Village & Wells Fargo Bank Tower loan
($77.5 million, 2.4%) is the eighth-largest real estate exposure
in the pool and second-largest assets with the special servicer.
The loan comprises two cross-collateralized and cross-defaulted
loans, secured by a 215,189-sq.-ft. office building (Wells Fargo
Bank Tower) built in 1987 in West Covina, California and a
229,324-sq.-ft. retail center (The West Covina Village) built
in 1982 in West Covina, Calif. The loan was transferred to
the special servicer on June 25, 2009, and is currently in
foreclosure. The master servicer reported no recent financial
information. An updated appraisal received in April 2011 valued
the property below the trust balance. "We expect a moderate loss
upon the eventual resolution of this loan," S&P stated.

The remaining 29 specially serviced assets-including one
loan that was transferred subsequent to the April 2011 trustee
remittance report ($217.5 million, 6.6%)-have individual balances
representing less than 0.8% of the pool balance. "We estimated
losses for 27 of these assets at a weighted-average loss severity
of 48.5%," S&P added.
          
                      Transaction Summary

As of the April 15, 2011, trustee remittance report, the
collateral pool balance was $3.3 billion, which is 96.2% of the
balance at issuance. The pool includes 279 loans and six REO
assets, down from 304 loans at issuance. The master servicer,
KeyBank Real Estate Capital (KeyBank), provided financial
information for 96.2% of the nondefeased loans in the pool; 7.7%
was full-year 2009 data, 5.0% was partial-year 2010 data, and
83.5% was full-year 2010 data.

"We calculated a weighted average DSC of 1.30x for the loans in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV figures were 1.29x and 116.1%. These figures excluded one
defeased loan ($115.0 million, 3.5%), 28 ($281.7 million, 8.5%) of
the 30 specially serviced assets, and one loan that we considered
to be credit-impaired ($1.4 million), which was subsequently
transferred to the special servicer. We separately estimated
losses for these specially serviced and credit-impaired assets and
included them in our 'AAA' scenario implied default and loss
severity figures. The transaction has experienced $41.0 million in
principal losses to date on 20 loans at a weighted average loss
severity of 51.7%, according to the April 2011 trustee remittance
report. Ninety-one loans ($877.5 million, 26.6%) in the pool
are on the master servicers' watchlist. Ninety-four loans
($1.06 billion, 32.1%) have reported DSCs below 1.10x, 72 of which
($733.8 million, 22.2%) have reported DSCs of less than 1.00x,"
S&P noted.

               Summary of Top 10 Real Estate Exposures

The top 10 real estate exposures have an aggregate outstanding
balance of $1.23 billion (37.4%). "Using servicer-reported
numbers, we calculated a weighted average DSC of 1.43x for the top
10 real estate exposures. Our adjusted DSC and LTV ratio for the
top 10 real estate exposures are 1.32x and 115.6%, respectively.
The largest- and eighth-largest real estate exposures
are with the special servicer. Two of the top 10 real estate
exposures ($332.0 million, 10.1%) are on the master servicer's
watchlist," S&P stated.

The Queens Multifamily Portfolio loan ($192.0 million, 5.8%), the
second-largest exposure in the pool, is secured by 31 multifamily
properties built between 1927 and 1962, totaling 2,099 residential
units and a mix of retail, commercial, and professional units,
totaling approximately 1.9 million sq. ft. in nine submarkets
within Queens, N.Y. The loan appears on the master servicer's
watchlist due to a low reported DSC. KeyBank reported a DSC of
0.96x, and occupancy of 96.1% as of year-end 2010.

The 280 Park Avenue loan, the fifth-largest exposure in the pool,
has a trust balance of $140.0 million (4.2%) and a whole-loan
balance of $440.0 million. The loan is secured by a class A office
property located between East 48th Street and East 49th Street in
New York that consists of two towers totaling approximately 1.2
million sq. ft. The loan appears on the master servicer's
watchlist because the largest tenant (27.7% net rentable are
{NRA}) vacated its space upon its Feb. 28, 2011, lease expiration.
KeyBank reported a DSC of 1.71x and occupancy of 97.4% as of year-
end 2009.

Standard & Poor's stressed the collateral in the pool according to
its current criteria. The resultant credit enhancement levels are
consistent with its lowered and affirmed ratings.

Ratings Lowered

Credit Suisse Commercial Mortgage Trust Series 2006-C5
Commercial mortgage pass-through certificates

                Rating
Class     To            From       Credit enhancement (%)
E         B- (sf)       B (sf)                       6.29
F         CCC+ (sf)     B- (sf)                      5.25
G         CCC- (sf)     CCC+ (sf)                    3.95
H         D (sf)        CCC- (sf)                    2.91

Ratings Affirmed

Credit Suisse Commercial Mortgage Trust Series 2006-C5
Commercial mortgage pass-through certificates

Class    Rating              Credit enhancement (%)
A-2      AAA (sf)                             29.94
A-AB     AAA (sf)                             29.94
A-3      A+ (sf)                              29.94
A-1-A    A+ (sf)                              29.94
A-M      BBB (sf)                             19.54
A-J      BB- (sf)                             10.84
B        BB- (sf)                             10.45
C        B+ (sf)                               8.63
D        B (sf)                                7.46
A-X      AAA (sf)                               N/A
A-SP     AAA (sf)                               N/A

N/A -- Not applicable.


CREST 2004-1: Moody's Downgrades Ratings on 13 CRE CDO Classes
--------------------------------------------------------------
Moody's has downgraded thirteen classes of Notes issued by Crest
2004-1, Ltd., due to the deterioration in the credit quality of
the underlying portfolio as evidenced by an increase in the
weighted average rating factor (WARF), decrease in the weighted
average recovery rate (WARR) and increase in Defaulted Securities.
The rating action is the result of Moody's on-going surveillance
of commercial real estate collateralized debt obligation (CRE CDO)
transactions.

   -- Cl. A, Downgraded to Baa3 (sf); previously on Jun 4, 2010
      Downgraded to A2 (sf)

   -- Cl. B-1, Downgraded to B3 (sf); previously on Jun 4, 2010
      Downgraded to Ba1 (sf)

   -- Cl. B-2, Downgraded to B3 (sf); previously on Jun 4, 2010
      Downgraded to Ba1 (sf)

   -- Cl. C-1, Downgraded to Caa1 (sf); previously on Jun 4, 2010
      Downgraded to Ba3 (sf)

   -- Cl. C-2, Downgraded to Caa1 (sf); previously on Jun 4, 2010
      Downgraded to Ba3 (sf)

   -- Cl. D, Downgraded to Caa2 (sf); previously on Jun 4, 2010
      Downgraded to B1 (sf)

   -- Cl. E-1, Downgraded to Caa3 (sf); previously on Jun 4, 2010
      Downgraded to B3 (sf)

   -- Cl. E-2, Downgraded to Caa3 (sf); previously on Jun 4, 2010
      Downgraded to B3 (sf)

   -- Cl. F, Downgraded to Caa3 (sf); previously on Jun 4, 2010
      Downgraded to Caa1 (sf)

   -- Cl. G-1, Downgraded to Caa3 (sf); previously on Jun 4, 2010
      Downgraded to Caa2 (sf)

   -- Cl. G-2, Downgraded to Caa3 (sf); previously on Jun 4, 2010
      Downgraded to Caa2 (sf)

   -- Cl. H-1, Downgraded to Caa3 (sf); previously on Jun 4, 2010
      Downgraded to Caa2 (sf)

   -- Cl. H-2, Downgraded to Caa3 (sf); previously on Jun 4, 2010
      Downgraded to Caa2 (sf)

Ratings Rationale

Crest 2004-1, Ltd. is a static cash CRE CDO transaction backed by
a portfolio of commercial mortgage backed securities (CMBS) (93.2%
of the pool balance), rake bond (3.5%), real estate investment
trust (REIT) debt (2.1%) and CRE CDO (1.2%). As of the April 28,
2011 Trustee report, the aggregate Note balance of the transaction
has decreased to $373.3 million from $428.5 million at issuance,
with the paydown directed to the Class A Notes, as a result of
amortization of the underlying collateral and failure of the
overcollateralization tests.

There are 46 assets with a par balance of $136.2 million (36.4% of
the current pool balance) that are considered Defaulted Securities
as of the April 28, 2011 Trustee report. While there have been
limited realized losses on the underlying collateral to date,
Moody's does expect significant losses to occur once they are
realized.

Moody's has identified these 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 credit estimates for the non-Moody's
rated collateral. The bottom-dollar WARF is a measure of the
default probability within a collateral pool. Moody's modeled a
bottom-dollar WARF of 6,031 compared to 2,763 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (3.5% compared to 3.4% at last review), A1-A3
(1.0% compared to 0.0% at last review), Baa1-Baa3 (6.3% compared
to 9.7% at last review), Ba1-Ba3 (11.6% compared to 40.9% at last
review), B1-B3 (17.4% compared to 26.4% at last review), and Caa1-
C (60.2% compared to 19.6% at last review).

WAL acts to adjust the probability of default of the collateral in
the pool for time. Moody's modeled to a WAL of 3.5 years compared
to 3.9 years at last review.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed WARR of
6.7% compared to 12.4% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 17.2% compared to 23.2% at last review.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDO
rating models, which was released on January 24, 2011.

The cash flow model, CDOEdge(R) v3.2.1.0, was used to analyze the
cash flow waterfall and its effect on the capital structure of the
deal.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. Rated notes are particularly sensitive to
changes in recovery rate assumptions. Holding all other key
parameters static, changing the recovery rate assumption down from
6.7% to 1.7% or up to 11.7% would result in average rating
movement on the rated tranches of 0 to 1 notches downward and 0 to
1 notches upward, respectively.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics. Primary sources of assumption uncertainty
are the current sluggish macroeconomic environment and varying
performance in the commercial real estate property markets.
However, Moody's expects to see increasing or stabilizing property
values, higher transaction volumes, a slowing in the pace of loan
delinquencies and greater liquidity for commercial real estate in
2011 The hotel and multifamily sectors are continuing to show
signs of recovery, while recovery in the office and retail sectors
will be tied to recovery of the broader economy. The availability
of debt capital continues to improve with terms returning toward
market norms. Moody's central global macroeconomic scenario
reflects an overall sluggish recovery through 2012, amidst ongoing
individual, corporate and governmental deleveraging, persistent
unemployment, and government budget considerations.

The principal methodologies used in these ratings were "Moody's
Approach to Rating SF CDOs" published in November 2010.

Other methodologies used in these ratings were "CMBS: Moody's
Approach to Rating Static CDOs Backed by Commercial Real Estate
Securities" published in June 2004.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.


CS FIRST: Moody's Affirms Ratings on 12 Classes of Certificates
---------------------------------------------------------------
Moody's Investors Service (Moody's) upgraded the rating of one
class, affirmed 12 classes and downgraded two classes of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2001-CKN5:

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

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

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

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

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

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

   -- Cl. E, Upgraded to Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aa1 (sf)

   -- Cl. F, Affirmed at Aa3 (sf); previously on Aug 28, 2007
      Upgraded to Aa3 (sf)

   -- Cl. G, Affirmed at A3 (sf); previously on Aug 28, 2007
      Upgraded to A3 (sf)

   -- Cl. H, Affirmed at Baa2 (sf); previously on Aug 28, 2007
      Upgraded to Baa2 (sf)

   -- Cl. J, Downgraded to B2 (sf); previously on Aug 4, 2010
      Downgraded to Ba3 (sf)

   -- Cl. K, Downgraded to Caa3 (sf); previously on Aug 4, 2010
      Downgraded to Caa1 (sf)

   -- Cl. L, Affirmed at Ca (sf); previously on Aug 4, 2010
      Downgraded to Ca (sf)

   -- Cl. N, Affirmed at C (sf); previously on Aug 4, 2010
      Downgraded to C (sf)

   -- Cl. O, Affirmed at C (sf); previously on Aug 4, 2010
      Downgraded to C (sf)

Ratings Rationale

The upgrade is due to overall stable pool performance and a
significant increase in subordination levels. The pool has paid
down 36% since Moody's last review. The downgrades are due to
higher expected losses for the pool resulting from realized and
anticipated losses from specially serviced and troubled loans and
interest shortfalls. 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 cumulative base expected loss of
$45.8 million or 9.9% of the current balance. At last review,
Moody's cumulative base expected loss was $47.1 million or 6.6% of
the outstanding balance at last review. The actual dollar figure
of expected losses decreased since last review but since the
overall pool balance declined due to pay downs and amortization,
the overall base expected loss on a percentage basis increased.
Moody's stressed scenario loss is 14.6% of the current balance.
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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000. The other methodology used in this rating due to
the lower Herf score was "CMBS: Moody's Approach to Rating Large
Loan/Single Borrower Transactions" published in July 2000.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the underlying rating of the loan
which corresponds to a range of credit enhancement levels. Actual
fusion credit enhancement levels are selected based on loan level
diversity, pool leverage and other concentrations and correlations
within the pool. Negative pooling, or adding credit enhancement at
the underlying rating level, is incorporated for loans with
similar credit estimates in the same transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 18 compared to 22 at last review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.0 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 August 4, 2010. Please see the
ratings tab on the issuer / entity page on moodys.com for the last
rating action and the ratings history.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the ratings.

Deal Performance

As of the April 15, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 57% to
$460.1 million from $1.1 billion at securitization. The
Certificates are collateralized by 104 mortgage loans ranging in
size from less than 1% to 9% of the pool, with the top ten loans
representing 44% of the pool. Sixteen loans, representing 29% of
the pool, have defeased and are collateralized by U.S. Government
securities.

The pool faces significant near-term refinancing risk as 91 loans,
representing 99% of the pool, mature within the next twelve
months. The average calculated debt yield for these 91 loans
exceeds 10% which improves the probability of refinancing upon
maturity; however for those loans that fall below a 10% debt
yield, the probability of refinancing upon maturity declines
precipitously.

Forty-five loans, representing 31% 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
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Fifteen loans have been liquidated from the pool since
securitization, resulting in an $18.5 million loss (average 16%
loss severity). The pool had experienced an aggregate $13.5
million loss at last review from ten loans with an average loss
severity of 17%. Six loans, representing 23% of the pool, are
currently in special servicing. The largest specially serviced
loan is the Macomb Mall Loan ($42.2 million -- 9.2% of the pool),
which is secured by a 509,070 square foot (SF) regional shopping
mall located in Roseville, Michigan. The loan was transferred to
special servicing in September 2009 due to imminent monetary
default but is now current. The property's net operating income
(NOI) has declined 50% since securitization and the most recent
appraisal as of October 2010 estimated the property's market value
at $17.3 million. The property is currently 83% leased compared to
64% at last review. The loan matures in July 2011.

The second largest specially serviced loan is the One Sugar Creek
Place Loan ($41.1 million -- 8.9% of the pool), which is secured
by a 10-story suburban office complex located in Sugar Land,
Texas. The loan was transferred to special servicing April 2010
due to imminent monetary default. Unocal vacated its leased
premises in March 2010 and the building is presently 17% leased.
The most recent appraisal as of May 2010 estimated the property's
market value at $20.5 million. The property is now real estate
owned (REO). The remaining four specially serviced loans represent
a mix of property types. Moody's estimates an aggregate $39.8
million loss for all specially serviced loans (38% expected loss
severity on average).

As of the most recent remittance statement date, the transaction
has experienced unpaid accumulated interest shortfalls totaling
$1.97 million affecting Classes K through P. Interest shortfalls
are caused by special servicing fees, appraisal reductions,
extraordinary trust expenses and interest payment reductions due
to loan modifications. Moody's anticipates that the pool will
interest shortfalls will continue to accrue due to the pool's high
exposure to specially serviced loans.

Moody's has assumed a high default probability for nine poorly
performing loans representing 3% of the pool and has estimated a
$1.0 million loss (8% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2009 operating results for 64%
of the pool's non-defeased loans and partial year 2010 results for
20% of the pool's non-defeased loans. Excluding specially serviced
and troubled loans, Moody's weighted average LTV is 85% versus 82%
at last full review. Moody's net cash flow reflects a weighted
average haircut of 10.1% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.7%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.26X and 1.33X, respectively, compared to
1.32X and 1.40X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three performing conduit loans represent 14% of the pool
balance. The largest loan is the Bayshore Mall Loan ($29.8 million
-- 6.5% of the pool) which is secured by a 430,000 SF retail
center located in Eureka, California. Sears and Kohl's (excluded
from collateral) anchor the center. The property was 81% leased as
of year-end 2010 compared to 87% as of March 2010. Performance has
declined due to lower occupancy and higher expenses. The loan is
on the servicer's watchlist due to low DSCR. This loan was
included in GGP's 2009 bankruptcy filing and as part of that
settlement, the loan's maturity date was extended until September
2016. The loan has amortized 2% since last review. Moody's LTV and
stressed DSCR are 111% and 0.98X, respectively compared to 112%
and 0.96X at last full review.

The second largest loan is the 850-888 Washington Street Office
Buildings Loan ($17.6 million -- 3.8% of the pool) which is
secured by a 133,000 SF office property located inside Route 128
in Dedham, Massachusetts. The property was 99% leased as of
September 2010 compared to 86% at last review. The largest tenant
is Salvy Enterprises which leases 83% of net rentable area (NRA)
through 2021. Strong occupancy has yielded stable financial
performance since last review. Moody's LTV and stressed DSCR are
98% and 1.1X, respectively, compared to 99% and 1.09X at last full
review.

The third largest loan is the Capital Centre Loan ($15.2 million -
- 3.3% of the pool), which is secured by a 136,000 SF office
property located in the central business district of Sacramento,
California. As of September 2010, the property was 94% leased
compared to 100% at last review. The largest tenants are the
Department of Corporations (36% of NRA), Board of Prison Terms
(26% of NRA) and Department of Health Services (25% of NRA) with
all three leases expiring in 2018. Financial performance has
declined since last review due to lower occupancy. The recent
Board of Prison Terms recent 8-year lease renewal through 2018
bolsters both leasing and financial performance. Moody's rates the
State of California at A1, stable outlook. This loan matures
August 2011 and it exhibits a strong debt yield, thereby reducing
refinancing risk. Moody's LTV and stressed DSCR are 60% and 1.8X,
respectively, compared to 61% and 1.8X at last review.


CS FIRST: Moody's Affirms Ratings on Three CMBS Classes
-------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of three
classes of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 1999-C1:

   -- Cl A-X., Affirmed at Aaa (sf); previously on Nov 10, 1999
      Definitive Rating Assigned Aaa (sf)

   -- Cl F., Affirmed at A1 (sf); previously on Sep 25, 2008
      Upgraded to A1 (sf)

   -- Cl L., Affirmed at C (sf); previously on May 4, 2006
      Downgraded to C (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 cumulative base expected
loss of 48.0% of the current balance.  At last review,
Moody's cumulative base expected loss was 39.2%.  Moody's
stressed scenario loss is 53.6% of the current balance.  
Moody's provides a current list of base and stress scenario
losses for conduit and fusion CMBS transactions 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 forward-looking view of the likely range of performance
over the medium term.  From time to time, Moody's may, if
warranted, change these expectations.  Performance that falls
outside the given range may indicate that the collateral's credit
quality is stronger or weaker than Moody's had anticipated when
the related securities ratings were issued.  Even so, a deviation
from the expected range will not necessarily result in a rating
action nor does performance within expectations preclude such
actions.  The decision to take (or not take) a rating action is
dependent on an assessment of a range of factors including, but
not exclusively, the performance metrics.

Primary sources of assumption uncertainty are the current
sluggish macroeconomic environment and varying performance in
the commercial real estate property markets.  However, Moody's
expects to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011 The hotel
and multifamily sectors are continuing to show signs of recovery,
while recovery in the office and retail sectors will be tied to
recovery of the broader economy.  The availability of debt capital
continues to improve with terms returning toward market norms.  
Moody's central global macroeconomic scenario reflects an overall
sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodologies used in this rating were: "CMBS:
Moody's Approach to Rating Fusion Transactions" published
on April 19, 2005, "CMBS: Moody's Approach to Rating Large
Loan/Single Borrower Transactions" published in July 2000,
and "CMBS: Moody's Approach to Rating Credit Tenant Lease
(CTL) Backed Transactions" published on October 2, 1998.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the credit estimate of the
loan which corresponds to a range of credit enhancement levels.  
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the credit estimate level, is incorporated for
loans with similar credit estimates in the same transaction.

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 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 8.0 and then reconciles and weights
the results from the two models in formulating a rating
recommendation.  The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios.  Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship.  These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

In rating this transaction, Moody's used its credit-tenant lease
(CTL) financing rating methodology (CTL approach).  Under Moody's
CTL approach, the rating of a transaction's certificates is
primarily based on the senior unsecured debt rating (or the
corporate family rating) of the tenant, usually an investment
grade rated company, leasing the real estate collateral supporting
the bonds.  This tenant's credit rating is the key factor in
determining the probability of default on the underlying lease.  
The lease generally is "bondable", which means it is an absolute
net lease, yielding fixed rent paid to the trust through a lock-
box, sufficient under all circumstances to pay in full all
interest and principal of the loan.  The leased property should be
owned by a bankruptcy-remote, special purpose borrower, which
grants a first lien mortgage and assignment of rents to the
securitization trust.  The dark value of the collateral, which
assumes the property is vacant or "dark", is then examined; the
dark value must be sufficient, assuming a bankruptcy of the tenant
and rejection of the lease, to support the expected loss
consistent with the certificates' rating.  Moody's may make
adjustments reflecting the possibility of lease affirmations by
the tenant and for the landlord's claim for lease rejection
damages in bankruptcy.  Moody's also may give credit for some
amortization of the debt, depending upon the rating of the credit
tenant.  In addition, Moody's considers the overall structure and
legal integrity of the transaction.  The certificates' rating may
change as the senior unsecured debt rating (or the corporate
family rating) of the tenant changes.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions.  
Moody's monitors transactions on a monthly basis through two sets
of quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated September 16, 2010.  Please
see the ratings tab on the issuer / entity page on moodys.com for
the last rating action and the ratings history.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 15, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 92% to
$91.9 million from $1.17 billion at securitization.  The
Certificates are collateralized by 8 mortgage loans ranging in
size from 1% to 47% of the pool.  The pool includes a credit
tenant lease (CTL) component which comprises 32% of the pool.  
The pool does not contain any defeased loans or loans with
underlying ratings.

Three loans, representing 41% 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
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Thirty loans have been liquidated from the pool, resulting in an
aggregate realized loss of $49.0 million (28% loss severity).  
Currently one loan, representing 47% of the pool, is in special
servicing.  The sole specially serviced loan is the Tallahassee
Mall Loan ($42.9 million -- 46.7% of the pool), which is secured
by a leasehold interest in a 973,973 square foot mall located in
Tallahassee, Florida.  The loan was transferred to special
servicing in September 2008 due to imminent default when the mall
lost two anchor tenants, Dillard's and Goody's.  Foreclosure was
completed in January 2011 and the property is currently Real
Estate Owned (REO).  The property is subject to a ground lease and
the Lender filed suit for damages with the Ground Lessor when the
Ground Lessor was unable to provide the Lender with a clean Ground
Lease Estopel Certificate (GLEC).  The lender cannot sell the
property without a clean GLEC.  The property was recently
appraised for $4.5 million but given the ongoing litigation
expenses with the Ground Lessor, Moody's has estimated an
aggregate $42.9 million loss (100% expected loss) for this
specially serviced loan.

Based on the most recent remittance statement, Classes G
through O have experienced cumulative interest shortfalls totaling
$11.4 million.  Moody's anticipates that the pool will continue to
experience interest shortfalls because of the pool's exposure to
the loan secured by the leasehold interest of Tallahassee Mall.  
Interest shortfalls are caused by special servicing fees,
including workout and liquidation fees, appraisal subordinate
entitlement reductions (ASERs), extraordinary trust expenses and
non-advancing by the master servicer based on a determination of
non-recoverability.  The master servicer has made a determination
of non-recoverability for the largest loan in special servicing
and is no longing advancing for this loan.

Moody's was provided with full year 2009 operating results for
88% of the pool (excluding specially serviced loans).  Excluding
specially serviced and troubled loans, Moody's weighted average
LTV is 80% compared to 85% at Moody's prior review.  Moody's net
cash flow reflects a weighted average haircut of 12% to the most
recently available net operating income.  Moody's value reflects a
weighted average capitalization rate of 9.7%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.25X and 2.00X, respectively, compared to
1.11X and 1.45X at last review.  Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.  
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three performing conduit loans represent 19% of the
pool balance.  The largest loan is the IBM Corporate Center Loan
($8.1 million -- 8.8% of the pool), which is secured by a 129,293
square foot office property located in Parsippany, NJ.  The loan
has passed its September 2009 anticipated repayment date (ARD) and
is current.  As of December 2010, the property was 89% leased,
essentially the same as at the last review.  The largest tenant,
EchoStar Satellite Corp (51% of the NRA), has a lease that expires
in December 2011.  Moody's valuation is based on a stressed net
cash flow due to concerns with the property's near-term lease
rollover exposure.  Moody's LTV and stressed DSCR are 94% and
1.15X, respectively, compared to 96% and 1.13X at last review.

The second largest loan is the Park Glen West Business Center
Loan ($4.7 million -- 5.1% of the pool), which is secured by
a 127,336 square foot industrial property located in St. Louis
Park, Minnesota.  As of February 2011, the property was 81%
leased, essentially the same as the prior review.  Three tenants,
totaling 20,000 square feet (28% of the NRA) have leases that
expire by year-end 2011.  Moody's valuation is based on a stressed
net cash flow due to concerns with the property's near-term lease
rollover exposure.  Moody's LTV and stressed DSCR are 85% and
1.33X, respectively, compared to 84% and 1.36X at last review.

The third largest loan is the Pinewood Square Shopping Center Loan
($4.4 million -- 4.8% of the pool), which is secured by a Wal-Mart
anchored retail center located in Goldsboro, North Carolina.  The
loan has passed its August 2009 ARD and is current.  As of
December 2010, the property was 94% leased, essentially the same
as the prior review.  Moody's LTV and stressed DSCR are 74% and
1.38X, respectively, compared to 76% and 1.34X at last review.

The CTL component ($29.4 million -- 31.9%) consists of two cross-
collateralized loans secured by a bondable lease to Accor SA.  The
collateral consists of 11 Motel 6 hotels totaling 1,224 rooms and
located in five states.  On July 2, 2010, Moody's withdrew Accor
SA's Prime-3 commercial paper rating due to business reasons.  For
the purpose of rating this component of the subject transaction,
Moody's developed an internal view of the credit quality of the
company.


CS FIRST: Moody's Holds Junk Ratings on Class I & J
---------------------------------------------------
Moody's Investors Service (Moody's) upgraded the ratings of one
class and affirmed three classes of Credit Suisse First Boston
Mortgage Securities Corp., Series 1997-C1:

   -- Cl. A-X, Affirmed at Aaa (sf); previously on Apr 20, 1999
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. H, Upgraded to Baa1 (sf); previously on Sep 16, 2010
      Upgraded to Baa3 (sf)

   -- Cl. I, Affirmed at Caa3 (sf); previously on Feb 15, 2005
      Downgraded to Caa3 (sf)

   -- Cl. J, Affirmed at C (sf); previously on Feb 15, 2005
      Downgraded to C (sf)

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
2.4% of the current balance.  At last full review, Moody's
cumulative base expected loss was 2.0%.  Moody's stressed scenario
loss is 6.0% of the current balance.  Moody's provides a current
list of base and stress scenario 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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets.  However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011.  The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy.  The availability of debt
capital continues to improve with terms returning toward market
norms.  Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodologies used in this rating were "Moody's
Approach to Rating Conduit Transaction", published on September
15, 2000 and "CMBS: Moody's Approach to Rating Large Loan/Single
Borrower Transactions" published in July 2000 and "CMBS: Moody's
Approach to Rating Credit Tenant Lease (CTL) Backed Transactions"
published in October 1998.

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the underlying rating of the
loan which corresponds to a range of credit enhancement levels.  
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the underlying rating level, is incorporated for
loans with similar credit estimates in the same transaction.

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

In cases where the Herf falls below 20, Moody's employs also the
large loan/single borrower methodology.  This methodology uses the
excel-based Large Loan Model v 8.0.  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.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions.  
Moody's monitors transactions on a monthly basis through two sets
of quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated September 16, 2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the March 21, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 93% to
$91.8 million from $1.36 billion at securitization.  The
Certificates are collateralized by 12 mortgage loans ranging in
size from 1% to 36% of the pool.  Four loans, representing 52%
of the pool, have defeased and are collateralized with U.S.
Government securities.  Six loans, representing 45% of the pool,
are CTL loans.  The conduit component consists of two loans,
representing 3% of the pool balance.

Two loans, representing 3% 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
Moody's 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
$19.5 million loss (20% loss severity on average).  No loans are
currently in special servicing.

The largest conduit loan is the Glastonbury Country Club Loan
($1.7 million -- 1.8% of the pool), which is secured by an 18-hole
golf course located in an upscale neighborhood near Hartford,
Connecticut.  The loan is on the master servicer's watchlist due
to low DSCR caused by decrease in revenues.  However, property
performance has recently improved with a third quarter 2010 DSCR
of 0.89X compared to 0.70X at the year-end 2009.  The loan fully
amortizes over the loan term and has amortized by approximately
47% since securitization and 7% since last review.  Moody's LTV
and stressed DSCR are 57% and 1.85X, respectively, compared to 89%
and 1.20X at last review.

The second largest conduit loan is the Genus Inc.  Building Loan
($1.3 million -- 1.4%), which is secured by a 74,400 square foot
R&D facility located in Newburyport, Massachusetts.  The property
is 100% leased to Varian Inc.  through November 2015.  The loan is
on the master servicer's watchlist due to outstanding servicer
advances for taxes.  The loan fully amortizes over the loan term
and has amortized by approximately 81% since securitization and
23% since last review.  Moody's LTV and stressed DSCR are 19% and
>4.00X, respectively, compared to 26% and >4.00X at last review.

The CTL component includes six loans secured by properties
leased under bondable leases.  The CTL exposures are Bank of
America Corporation ($16.4 million -- 17.9%; Moody's senior
unsecured rating A2 - negative outlook), RadioShack Corporation
($11.3 million -- 12.3%; Moody's senior unsecured rating Ba2 --
stable outlook), Bon-Ton Stores Inc.  ($8.5 million -- 9.2%;
Moody's senior unsecured rating Caa1 -- stable outlook), and
Kohl's Corporation ($5.4 million -- 5.9%; Moody's senior unsecured
rating Baa1 -- stable outlook).

Credits representing approximately 100% of the CTL exposure are
publicly rated by Moody's.  Moody's has downgraded the rating of
one credit since the prior review of this transaction in September
2010.  The bottom-dollar weighted average rating factor (WARF) for
the CTL component has declined to 1,420 compared to 1,331 at last
review.  WARF is a measure of the overall quality of a pool of
diverse credits.  The bottom-dollar WARF is a measure of the
default probability within the pool.


CSFB COMMERCIAL: Moody's Holds Ratings on 18 Classes of Certs.
--------------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of 18
classes of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2002-CKS4:

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

   -- Cl. A-2, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

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

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

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

   -- Cl. D, Affirmed at Aa2 (sf); previously on Sep 22, 2010
      Downgraded to Aa2 (sf)

   -- Cl. E, Affirmed at A2 (sf); previously on Sep 22, 2010
      Downgraded to A2 (sf)

   -- Cl. F, Affirmed at Baa3 (sf); previously on Sep 22, 2010
      Downgraded to Baa3 (sf)

   -- Cl. G, Affirmed at B1 (sf); previously on Sep 22, 2010
      Downgraded to B1 (sf)

   -- Cl. H, Affirmed at Caa3 (sf); previously on Sep 22, 2010
      Downgraded to Caa3 (sf)

   -- Cl. J, Affirmed at C (sf); previously on Sep 22, 2010
      Downgraded to C (sf)

   -- Cl. K, Affirmed at C (sf); previously on Sep 22, 2010
      Downgraded to C (sf)

   -- Cl. L, Affirmed at C (sf); previously on Sep 22, 2010
      Downgraded to C (sf)

   -- Cl. M, Affirmed at C (sf); previously on Aug 12, 2010
      Downgraded to C (sf)

   -- Cl. N, Affirmed at C (sf); previously on Aug 12, 2010
      Downgraded to C (sf)

   -- Cl. O, Affirmed at C (sf); previously on Aug 12, 2010
      Downgraded to C (sf)

   -- Cl. P, Affirmed at C (sf); previously on Aug 12, 2010
      Downgraded to C (sf)

   -- Cl. APM, Affirmed at A1 (sf); previously on Jun 26, 2008
      Upgraded to A1 (sf)

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

Moody's rating action reflects a cumulative base expected loss of
7.5% of the current balance, the same as at last review.  Moody's
stressed scenario loss is 11.1% of the current balance.  Moody's
provides a current list of base and stress scenario 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 current
sluggish macroeconomic environment and varying performance in
the commercial real estate property markets.  However, Moody's
expects to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011.  The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy.  The availability of debt
capital continues to improve with terms returning toward market
norms.  Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was: "Moody's
Approach to Rating Fusion Transactions" published in April 2005.

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the underlying rating of the
loan which corresponds to a range of credit enhancement levels.  
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the underlying rating level, is incorporated for
loans with similar credit estimates in the same transaction.

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 41, essentially the same as 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 September 22, 2010.  

Deal Performance

As of the March 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 24% to
$939.8 million from $1.23 billion at securitization.  The
Certificates are collateralized by 129 mortgage loans ranging in
size from less than 1% to 10% of the pool, with the top ten loans
representing 38% of the pool.  The pool includes two loans with
investment grade credit estimates, representing 17% of the pool.  
Twenty-nine loans, representing 21% of the pool, have defeased and
are collateralized with U.S. Government securities.

Twenty loans, representing 11% 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
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Thirteen loans have been liquidated from the pool, resulting in a
$25.3 million loss (31% loss severity on average).  Currently 16
loans, representing 14% of the pool, are in special servicing.  
The largest specially serviced loan is the McDonald Investment
Center Loan ($25.9 million -- 2.8% of the pool), which is secured
by an office building located in Cleveland, Ohio.  The loan was
transferred to special servicing in October 2009 due to imminent
default and is currently real estate owned (REO).  The remaining
15 specially serviced loans are secured by a mix of property
types.  The master servicer has recognized an aggregate
$54.7 million appraisal reduction for the specially serviced
loans.  Moody's has estimated an aggregate loss of $58.3 million
(44% expected loss on average) for the specially serviced loans.

Moody's has assumed a high default probability for five poorly
performing loans representing 1% of the pool and has estimated a
$1.6 million loss (20% expected loss based on a 40% probability
default) from these troubled loans.

Moody's was provided with full year 2009 and partial year 2010
operating results for 100% of the performing non-defeased pool.  
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 84% compared to 82% at last full review.  Moody's
net cash flow reflects a weighted average haircut of 12% to the
most recently available net operating income.  Moody's value
reflects a weighted average capitalization rate of 9.4%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.28X and 1.28X, respectively, compared to
1.32X and 1.31X at last full review.  Moody's actual DSCR is based
on Moody's net cash flow (NCF) and the loan's actual debt service.  
Moody's stressed DSCR is based on Moody's NCF and a 9. 25%
stressed rate applied to the loan balance.

The largest loan with a credit estimate is the Crystal Mall Loan
($92.1 million -- 9.8% of the pool), which is secured by the
borrower's interest in a 801,600 square foot (SF) regional mall
located in Waterford, Connecticut.  The center is anchored by
Sears, Macy's and J.C. Penney.  The in-line space was 79% leased
as of December 2010 compared to 75% at last review.  Moody's
underlying rating and stressed DSCR are Baa3 and 1.34 X,
respectively, compared to Baa3 and 1.31X at last review.

The second loan with a credit estimate is the Arbor Place Mall
Loan ($62.3 million -- 6.7%), which is the senior pooled component
of a $66.4 million mortgage loan.  The $4.1 million B-Note is
included in the trust and is the security for the non-pooled
Class APM.  The loan is secured by the borrower's interest in a
1.0 million SF regional mall located in Douglasville, Georgia,
approximately 22 miles west of Atlanta.  The mall is anchored by
Dillard's, Belk, Macy's, and J.C. Penney.  As of December 2010,
the inline space was nearly 100% leased, essentially the same as
at last review.  The loan amortizes on a 25-year schedule and has
amortized by approximately 23% since securitization.  Moody's
underlying rating and stressed DSCR of the senior component are
Aa3 and 1.94X, respectively, compared to Aa3 and 1.98X at last
review.  The credit estimate of the B-Note is A1.

The top three performing loans represent 10% of the pool balance.  
The largest performing loan is the SummitWoods Crossing Loan
($43.2 million -- 4.6%), which is secured by the borrower's
interest in a 719,600 square foot retail center located in Lee's
Summit, Missouri.  The property was 100% leased as of September
2010, the same as last review.  Major tenants include Target,
Lowe's Home Centers and Kohl's.  Although performance has been
stable since last review, Moody's evaluation reflects a stressed
net cash flow due to concerns about upcoming lease expirations.  
Leases for approximately 16% of the net rentable area (NRA)
expires throughout 2011.  Moody's LTV and stressed DSCR are 96%
and 1.04X, respectively, compared to 103% and 0.98X at last
review.

The second largest performing loan is the Old Hickory Mall Loan
($29.3 million -- 3.1%), which is secured by the borrower's
interest in a 555,000 square foot regional mall located in
Jackson, Tennessee.  The anchor tenants are Macy's, Sears, Belk
and J.C. Penney.  The in-line shops were 96% leased as of
September 2010, compared to 99% at last review.  The property's
performance has declined slightly due to the drop in occupancy.  
The loan is structured with a 25-year amortization schedule and
has amortized 18% since securitization.  Moody's LTV and stressed
DSCR are 74% and 1.34X, respectively, compared to 72% and 1.40X at
last review.

The third largest performing loan is the Creeks at Virginia Center
Loan ($24.7 million -- 2.6%), which is secured by a community
power center located in Glen Allen, Virginia.  The property was
87% leased as of October 2010, essentially the same as at last
review.  The property's performance has declined due to the drop
in occupancy.  Additionally, Moody's evaluation reflects a
stressed net cash flow due to concerns about upcoming lease
expirations.  The Moody's LTV and stressed DSCR are 110% and
0.93X, respectively, compared to 97% and 1.06X at last review.


DAVIS HEALTH: Moody's Cuts Bond Rating to 'Ba1'; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service downgrades Davis Health System's
(WV) bond rating to Ba1 from Baa3, affecting approximately
$15.7 million of outstanding Series 1998 and 1999 fixed rate
revenue bonds issued by Randolph County Commission, WV.  The
rating outlook remains negative.

Summary Rating Rationale

The rating downgrade reflects a sizable operating loss in FY 2010
due to large volume declines contributing to second year of
revenue contraction, weaker debt service coverage measures, and
continued low liquidity position. The negative rating outlook
reflects the uncertainty of whether the hospital will be able to
sustain recent improved operating performance due a trend of
admissions declines, weak service area demographics, increased
competitive pressures, and also be able to absorb the expected
increase in debt for construction of a new medical office building
project to begin later this year.

Strengths

   * Medicare designated sole community provider and only acute
     care hospital located in the city of Elkins in Randolph
     County, WV with leading 66% market share according to
     management; market position is protected by State certificate
     of need law

   * Through the first quarter FY 2011, operating performance
     shows improvement from the operating loss incurred in FY 2010
     reflecting volume growth and expense management initiatives
     including a 10% reduction in workforce in FY 2010 (2.2%
     operating margin and 7.6% operating cash flow margin through
     first quarter of FY 2011)

   * All fixed rate debt and no interest rate swaps outstanding;
     DHS is expecting to issue, an estimated $10 million bank
     loan, by the end of FY 2011, for the construction of a new
     medical office building

   * Froze defined benefit pension plan in FY 2006; as of December
     31, 2010 the plan was 88% funded; DHS contributed $827,000 to
     the plan in FY 2010 and expects to contribute a similar level
     in FY 2011

   * Workforce is non-unionized

Challenges

   * History of variable operating performance; a sizable
     operating loss and material decline in operating cash flow in
     FY 2010 (-2.0% operating margin and 4.1% operating cash flow
     margin), contributing to weaker debt coverage measures
     (Moody's adjusted maximum annual debt service declined to
     1.47 and debt-to-cash flow increased to an unfavorably higher
     4.28 times in FY 2010)

   * Two consecutive years of operating revenue declines; revenues
     contracted by nearly 2.0% in FY 2010 from 0.5% decline in FY
     2009; according to management, the primary factor for the
     downturn in FY 2010 was low utilization levels beginning in
     late FY 2009 through the first half of FY 2010 due to winter
     weather conditions in the region (combined inpatient
     admissions and observation stays declined by 9% and
     outpatient surgeries were down 5.4% in FY 2010)

   * Expected to debt finance and fund a portion with operating
     cash a projected $13 million capital project that includes
     the construction of a new medical office building which will
     consolidate physician practices and outpatient services and
     create a new entrance for outpatient services to improve
     patient and work flow; hospital is expected to issue
     $10 million of and fund about $3 million of upfront capital
     with operating cash reserves; construction is scheduled to
     begin in the summer of FY 2011

   * Maintenance of low liquidity position with slight decline in
     unrestricted liquidity at fiscal yearend (FYE December 31,
     2010) to $15.5 million, equating to continued low 54 days
     cash on hand and cash-to-debt coverage of 77%; factoring in a
     $5 million capital lease entered into in March 2011 for
     upgrades to information technology system and anticipated $10
     million bank loan expected to be issued later this year,
     proforma cash-to-debt declines to a very weak 44%

   * Increased competitive threat with the recent opening in
     October 2010 of the new 292-bed United Health Center (UHC)
     replacement hospital in the city of Bridgeport (UHC is part
     of A2-rated West Virginia United Health System, the largest
     health care system and academic medical center in the state);
     the replacement facility is about 25 miles northwest of Davis
     Health System's Broaddus Hospital and about 50 miles
     northwest of its main hospital, Davis Memorial Hospital

   * High dependence on government payors (Medicare (47%) and
     Medicaid (15.9%) combined represent 63% of gross revenues in
     FY 2010) and steadily increasing self pay population (7.6%
     self pay)

   * Small provider (revenue base of $108 million, 4,300
     admissions, and 5,400 outpatient surgeries in FY 2010) with
     dependence on a small medical staff (68 physician active
     medical staff) leaves the hospital vulnerable to physician
     departures and retirement

   * Weak service area characterized by flat to declining
     population growth, higher unemployment rate (12% in Randolph
     County based February 2011 of US Census Bureau of Labor
     Statistics) and lower income levels compared to state and
     national averages

Detailed Credit Discussion

Legal Security: Joint and several pledge of Davis Memorial
Hospital (DMH) and Broaddus Hospital (BH), which represent 80% and
14% of Davis Health System total revenues and 82% and 12% of total
assets, respectively. The below analysis is based on consolidated
system financial statements

Debt Structure: The current debt structure is 100% fixed rate debt
with no swaps outstanding.

Interest Rate Derivatives: None

Recent Results/Developments

DHS posted a sizable operating loss in FY 2010 (based on audited
results) of $2.2 million (-2.0% margin) from an operating margin
of $785,000 (0.7% margin) in FY 2009 and operating loss of
$1.5 million (1.3% margin) in FY 2008. Total operating cash flow
decreased by a material 45% in FY 2010 to a low $4.4 million
(4.1% margin) from $8.0 million (7.3% margin) in FY 2009 and
$5.8 million (5.2% margin) in FY 2008. According to management,
the primary factor for the downturn in performance was largely
due to low utilization levels at both the hospital and physician
clinics beginning in late FY 2009 through the first half of FY
2010 due to winter weather conditions in the region. Management
responded to the large losses incurred through the first half of
FY 2010 by implementing the second workforce reduction in the past
two years (60 FTEs were reduced through attrition by the end of FY
2009) and offering early retirement packages. By the end of FY
2010, a10% workforce reduction (approximately 60 FTEs; reduced
total FTEs to 540 from 600 in early FY 2010) was instituted across
all clinical and non-clinical departments. Through the first
quarter of FY 2011, operating performance shows improvement with
a operating margin of $632,000 (2.2% margin) and operating cash
flow of $2.2 million (7.6% margin) from an operating loss of
$1.4 million (-5.2% margin) and operating cash flow of $278,000
(1.1% margin) through the first quarter of FY 2010.

As a result of the large volume declines, total operating revenues
contracted for the second consecutive year by 1.89% in FY 2010
from a decline of 0.5% in FY 2009. Combined inpatient admissions
and observations continued the downward trend with a material 9%
decline in FY 2010 compared to 2.3% in FY 2009. Outpatient
surgeries decreased by 5.4%, emergency visits were down by 2.9%,
outpatient visits were down 8.7% and newborn admissions were down
14% in FY 2010.

The variability in volume growth over the years is due to several
factors including DHS' reliance on a small active medical staff
(68 physicians), which leaves the system vulnerable to operating
disruptions if any top admitting physicians retire and/or leave
the service area. In FY 2010, DHS replaced two general surgeons
(one left the area and one retired) and is still recruiting for a
new OB physician after one OB physician left the area. The volume
and operating trends are also reflective of the overall weak
demographics and rural service area the DHS is located in,
characterized by flat to declining population trends, higher
unemployment levels (12% unemployment rate in Randolph County
based on February 2011 US Bureau of Labor Statistics) and below
average income levels compared to state and national averages and
a high Medicare and Medicaid population (combined represent 63% of
gross revenues in FY 2010) and a steadily growing self pay
population (7.6% in FY 2010).

DHS' total unrestricted liquidity balance remains very low
relative to its total debt load of approximately $20 million
outstanding (total debt to operating revenues measured 18.5% in FY
2010) which continues to remain a credit concern. As of audited
December 31, 2010, DHS' unrestricted liquidity (excluding health
employee benefits, malpractice funds, and debt service reserve
funds) declined slightly to $15.5 million, equating to a modest 54
days cash on hand and 77% cash-to-debt from $16.5 million of
unrestricted liquidity at FYE 2009 (58 days cash on hand and 72%
cash-to-debt coverage). DHS' total unrestricted cash and
investment asset allocation is 75% fixed income and cash and 25%
equities and all of its investments are able to be liquidated
within 30 days.

DHS currently has all fixed rate debt and no interest rate
swaps outstanding. Management is expecting to issue an estimated
$10 million bank loan to fund a $13 million new construction
medical office building project. The project is expected to
consolidate all physician practices and outpatient services to
one building. The new building will be connected to the main
hospital and will have a new entrance for outpatient services.

Total capital spending is budgeted to be about $4.5 million in FY
2011. DHS spent $2.8 million in FY 2010 from $4.5 million spent in
FY 2009. Additionally, as of March 31, 2011, DHS entered into a
$5 million five-year capital lease with McKesson to upgrade to a
new information technology system.

Due to the decline in the operating cash flow generation, debt
coverage measures weakened; Moody's' adjusted maximum annual debt
service coverage (MADS) measured a modest 1.47 times and debt-to-
cash flow increased to a high (unfavorable) 4.28 times from 1.99
and 2.76 times, respectively, in FY 2009. Based on FY 2010 results
and factoring in the $5 million capital lease and expected
$10 million of new debt, proforma debt measures weaken further
to 1.17 MADs coverage and 7.47 times adjusted debt-to-cash flow.
Proforma cash-to-debt declines to a very weak 44%.

DHS operates a 90-bed Davis Memorial Hospital (located in Elkins,
WV) and Broaddus Hospital (hospital located in Philippi, WV) and
maintains as a sole community provider and only acute care
hospital in Randolph County (approximately 28,200 population) a
leading 66% market share (according to management) in Randolph
County and 46% market share in a five-county primary service area
including Randolph, Upshur, Tucker, Pocahantas, and Barbour
counties. The nearest local competitor is located approximately 29
miles away but poses no significant competitive threat and larger
tertiary providers are located in Morgantown, approximately 70
miles north of Davis Memorial Hospital. However, Moody's notes
that competitive pressures may increase with the recent opening in
October 2010 of West Virginia United Health System's (A2-rated)
new 292-bed replacement facility in Bridgeport, WV, located about
25 miles from Broaddus Hospital and 50 miles away from Davis
Memorial Hospital.
Outlook

The negative rating outlook reflects a sizable operating loss in
FY 2010, sizable large volume declines contributing to the second
year of revenue declines, weaker debt service coverage measures,
and continued low liquidity position. There is also uncertainty of
whether the hospital will be able to sustain the recent
improvement in operating performance due to a trend of admissions
declines, weak service area demographics, increased competitive
pressures, and also be able to absorb the expected increase in
debt for construction of a new medical office building project to
begin later this year.

What Could Make The Rating Go -- Up

Growth and stability in inpatient and outpatient volume trends;
continued improvement in operating performance and ability to
sustain improved levels for multiple years; improvement in
liquidity and debt coverage measures

What Could Make The Rating Go -- Down

Further decline in volumes; no improvement or decline in operating
performance; weakening of liquidity balance, weaker liquidity and
debt coverage levels; significant debt issuance; loss in market
share

Key Indicators

Based on financial statements for Davis Health System, Inc.,
Subsidiary and Affiliates

   -- First number reflects audit year ended December 31, 2009

   -- Second number reflects audit year ended December 31, 2010

   -- Investment returns smoothed at 6% unless otherwise noted

      * Inpatient admissions: 5,044, 4,382

      * Total operating revenues: $110.6 million; $108.6 million

      * Moody's-adjusted net revenue available for debt service:
        $9.6 million; $5.9 million

      * Total debt outstanding: $23.0 million; $20.1 million

      * Maximum annual debt service (MADS): $4.85 million;
        $4.00 million

      * MADS Coverage with reported investment income: 1.82 times;   
        1.38 times

      * Moody's-adjusted MADS Coverage with normalized investment
        income: 1.99 times; 1.47 times

      * Debt-to-cash flow: 2.76 times; 4.28 times

      * Days cash on hand: 58 days; 54 days

      * Cash-to-debt: 72%; 77%

      * Operating margin: 0.7%; -2.0%

      * Operating cash flow margin: 7.3%; 4.1%

Rated Debt (outstanding as of December 31, 2010)

   -- Series 1998 Fixed Rate Hospital Revenue Bonds ($9.5 million
      outstanding; insured by Assured Guaranty; Ba1 underlying

   -- Series 1999 Fixed Rate Hospital Revenue Bonds ($6.2 million
      outstanding); rated Ba1

The last rating action with respect to Davis Health System was on
March 12, 2010, when a municipal finance scale Baa3 rating
affirmed and outlook remained negative. That rating was
subsequently recalibrated to Baa3 on May 7, 2010.

Principal Methodology Used

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


DAVIS SQUARE: S&P Lowers Ratings on Six Tranches to 'CC'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
tranches from three U.S. cash flow collateralized debt obligation
(CDO) transactions. The original issuance amount of the downgraded
notes was $1.217 billion. "At the same time, we affirmed our
ratings on two tranches and withdrew our rating on one tranche
from an additional transaction," S&P stated.

The affected transactions include Davis Square Funding II Ltd. and
Maxim High Grade CDO II Ltd., both of which are investment-grade
structured finance (SF) CDOs of asset-backed securities (ABS)
transactions that were collateralized at origination primarily by
'AAA' through 'A' rated tranches of U.S. residential mortgage-
backed securities (RMBS) and other SF securities. The other
affected transactions, IXIS ABS CDO 1 Ltd. and Oceanview CBO I
Ltd., are mezzanine SF CDOs of ABS that were collateralized in
large part by mezzanine tranches of U.S. RMBS and other SF
securities.

"Our rating actions on the tranches issued by Davis Square Funding
II Ltd. follows the deterioration in the credit quality of the
underlying collateral. According to the March trustee report,
22.25% of the transaction's collateral was in the 'CCC' range or
below, up from 8.82% since our last rating action in May 2009,"
S&P stated.

The rating actions on the class A-1B, A-2, and composite
securities issued by Oceanview CBO I Ltd. reflect increased
deterioration in the credit quality of the underlying collateral
and the nonpayment of interest to the class A-2 notes. "We based
the affirmation of the class A-1A notes on a financial guarantee
insurance policy issued by MBIA Insurance Corp.," S&P noted

The downgrade of the class A-2L notes from IXIS ABS CDO 1 Ltd.
reflects the nonpayment of interest to the notes on the April 12,
2011, payment date. The affirmation of the 'CCC- (sf)' rating on
the class X notes reflects the availability of credit support at
the class' current rating level.

"We withdrew our 'AAA (sf)' rating on the principal protected
notes issued by Maxim High Grade CDO II Ltd. following the
complete paydown of the notes on their most recent payment date,"
S&P added.

Ratings Lowered
Davis Square Funding II Ltd.
                    Rating
Class          To             From
A-1LT-a        CC (sf)        CCC+ (sf)/Watch Neg
A-1LT-b        CC (sf)        CCC+ (sf)/Watch Neg
A-1LT-c        CC (sf)        CCC+ (sf)/Watch Neg
A-1LT-d        CC (sf)        CCC+ (sf)/Watch Neg
A-1LT-e        CC (sf)        CCC+ (sf)/Watch Neg
A-1LT-f        CC (sf)        CCC+ (sf)/Watch Neg

IXIS ABS CDO 1 Ltd.
                    Rating
Class          To             From
A-2L           D (sf)         CC (sf)

Oceanview CBO I Ltd.
                    Rating
Class          To             From
A-1B           CC (sf)        CCC- (sf)
Comb Sec       CC (sf)        CCC- (sf)
A-2            D (sf)         CC (sf)

Ratings Affirmed

Oceanview CBO I Ltd.
                    Rating
Class          To             From
A-1A           B (sf)         B (sf)

IXIS ABS CDO 1 LTD.
                    Rating
Class          To             From
X              CCC- (sf)      CCC- (sf)

Rating Withdrawn

Maxim High Grade CDO II Ltd
                    Rating
Class          To             From
Notes          NR             AAA (sf)

Other Outstanding Ratings

IXIS ABS CDO 1 LTD.
                            
Class          Rating
A-1LB          CC (sf)
A-3L           CC (sf)
B-1L           CC (sf)
B-2L           CC (sf)

Maxim High Grade CDO II Ltd.
                            
Class          Rating
A-1            D (sf)
A-2            D (sf)
A-3            D (sf)
A-4            D (sf)
B              D (sf)
C              D (sf)
D              CC (sf)
E              CC (sf)

Oceanview CBO I Ltd.
                            
Class          Rating
B-F            CC (sf)
B-V            CC (sf)
C              CC (sf)

NR -- Not rated.


DELTA AIR: S&P Raises Rating on Class B Certs. to 'BB+'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Atlanta-
based Delta Air Lines Inc.'s 2001-1 class A1 pass-through
certificates to 'A- (sf)' from 'BBB- (sf)', and raised its rating
on the class B certificates to 'BB+ (sf)' from 'B+ (sf)'. These
certificates were originally issued by Northwest Airlines Inc.,
which has since merged into Delta.

"We based our upgrade on the pass-through certificates on the
materially improved asset protection following the repayment of
the 2001-1 class A2 certificates, which were secured by the same
collateral, on April 1, 2011. The 2001-1 pass-through certificates
were originally issued by Northwest, which was acquired in 2007
by--and since merged into--Delta. Northwest continued to
pay debt service on these certificates in its 2005-2007 Chapter 11
bankruptcy reorganization. The certificates are secured by nine
A319-100, three B757-300, and two B747-400 aircraft--all delivered
in 2002. With the repayment of the class A2 certificates, we
believe that the loan-to-value (LTV) of the remaining class A1
certificates is in the 25%-35% range (depending on whether
a base value or current market value estimate is used), and of the
class B certificates as 35%-45%. These are unusually conservative
for pass-through certificates of this type (usually referred to as
enhanced equipment trust certificates or "EETCs"). Most EETCs with
a bullet maturity of certificates due before other certificates
are repaid provided that some of the aircraft are no longer
available as collateral (because the debt securing those
particular planes is repaid early). However, in the 2001-1 EETCs,
all of the planes remain available as collateral, so the LTV drops
significantly with the repayment of the class A2 certificates,"
according to S&P.

When Delta acquired Northwest, the combined aircraft fleet had a
much increased variety of aircraft models. That gives Delta
options as to which aircraft it would choose to keep if it were to
enter bankruptcy a second time. "We believe that the airline would
likely keep the Northwest A319-100s, since it has only a small
fleet of comparable B737-700s, insufficient to fly all the
routes suitable for a plane of that size. Delta has no other
models of aircraft similar to the Northwest B757-300s and we
believe it would likely keep those planes. However, the resale
market for this model is limited (only six airlines use it
worldwide), so Delta may try to bargain down the amount of
debt securing those planes. The Northwest B747-400s -- while there
are currently no directly comparable planes in Delta's premerger
fleet -- would be at risk of being turned back to creditors
because Northwest had ordered B787s as a potential replacement and
Delta operates B777 aircraft (Both are smaller than the B747-400,
but are more fuel efficient and better suited to the international
routes that Delta flies)," S&P related.

S&P continued, "Also, we believe that the relatively long tenor of
the remaining 2001-1 certificates (the A1 certificates mature in
2022 and the B certificates in 2017) means that at least the B757-
300s and B747-400s will be relatively technologically obsolete
toward the end of the life of the certificates (and even the A319-
100s may come under some value pressure as Airbus delivers
similar planes with its "new engine option" in the latter part of
the decade). One factor that could motivate Delta to keep all or
most of these planes in bankruptcy, however, is that all but one
B747-400 are owned (rather than leased), so that Delta would have
considerable equity in the planes, given the relatively low
amounts of debt securing them."

"Our ratings on Delta reflect its highly leveraged financial
profile, with significant intermediate-term debt maturities, and
the risks associated with participation in the price-competitive,
cyclical, and capital-intensive airline industry. The ratings also
incorporate the reduced debt load and operating costs Delta
achieved while in Chapter 11 in 2005-2007, and its enhanced
competitive position and synergistic opportunities associated with
its 2008 merger with Northwest Airlines Corp. (parent of Northwest
Airlines Inc.). We characterize Delta's business risk profile as
weak and its financial risk profile as highly leveraged," S&P
noted.

The outlook is stable. "We don't expect to revise our ratings on
Delta over the next year. However, if continued strong earnings,
coupled with debt reduction, generate adjusted funds flow to debt
in the high-teen percentage area, we could raise our ratings. On
the other hand, if adverse industry conditions (for example, a
serious fuel price spike) cause financial results to deteriorate
so that funds flow to debt falls into the mid-single-digit
percentage area, or if unrestricted liquidity falls below
$3.5 billion on a sustained basis, we could lower ratings," S&P
stated.

Ratings List

Delta Air Lines Inc.
Corporate credit rating                       B/Stable/--

Upgraded
                                                 To            
From
Delta Air Lines Inc.
Northwest Airlines 2001-1A1 pass-thru cert    A- (sf)   BBB- (sf)
Northwest Airlines 2001-1B pass-thru cert     BB+ (sf)  B+ (sf)


DFR MIDDLE MARKET: Moody's Upgrades Ratings on 4 Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by DFR Middle Market CLO Ltd.:

   -- US$41,000,000 Class A-1B Floating Rate Notes Due 2019 Notes,
      Upgraded to Aaa (sf); previously on Jul 20, 2009 Downgraded
      to Aa1 (sf);

   -- US$38,000,000 Class B Deferrable Mezzanine Floating Rate
      Notes Due 2019 Notes, Upgraded to Aa2 (sf); previously on
      Jul 20, 2009 Downgraded to A2 (sf);

   -- US$28,000,000 Class C Deferrable Mezzanine Floating Rate
      Notes Due 2019 Notes, Upgraded to Baa1 (sf); previously on
      Jul 20, 2009 Confirmed at Baa3 (sf);

   -- US$19,000,000 Class D Deferrable Mezzanine Floating Rate
      Notes Due 2019 Notes, Upgraded to Ba2 (sf); previously on
      Jul 20, 2009 Confirmed at Ba3 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes
result primarily from the delevering of the Class A-1A Notes,
which have been paid down by approximately 67% or $83.0 million
since the rating action in July 2009. As a result of the
delevering, the overcollateralization ratios have increased
since the rating action in July 2009. As of the latest trustee
report from April 2011, the Class B, Class C and Class D
overcollateralization ratios are reported at 155.9%, 132.3% and
120.0%, respectively, versus June 2009 levels of 143.9%, 126.5%
and 116.9%, respectively. In addition, Moody's notes that the
latest trustee-reported overcollateralization ratios do not
reflect a $47 million principal payment to the Class A-1A Notes
on the most recent payment date.

Despite improvements in the overcollateralization ratios, however,
Moody's notes that the credit profile of the underlying portfolio
has deteriorated since the last rating action. Based on the April
2011 trustee report, the weighted average rating factor is 3304
compared to 2916 in June 2009, and securities rated Caa1 and below
make up approximately 21.9% of the underlying portfolio versus
7.1% in June 2009.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," 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 $212.0 million, defaulted par of $9 million, a
weighted average default probability of 34.7% (implying a WARF of
5425), a weighted average recovery rate upon default of 28.0%, and
a diversity score of 35. These 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.

DFR Middle Market CLO Ltd., issued in July 2007, is a
collateralized loan obligation backed primarily by a portfolio
of senior secured loans.

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

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

For securities whose default probabilities are assessed through
credit estimates ("CEs"), Moody's applied additional default
probability stresses by assuming an equivalent of Caa3 for CEs
that were not updated within the last 15 months, which currently
account for approximately 7.8% of the collateral balance. In
addition, Moody's applied a 1.5 notch-equivalent assumed downgrade
for CEs last updated between 12-15 months ago, and a 0.5 notch-
equivalent assumed downgrade for CEs last updated between 6-12
months ago. For each CE where the related exposure constitutes
more than 3% of the collateral pool, Moody's applied a 2-notch
equivalent assumed downgrade (but only on the CEs representing
in aggregate the largest 30% of the pool) in lieu of the
aforementioned stresses, as described in "Updated Approach to
the Usage of Credit Estimates in Rated Transactions" published
in October 2009. Notwithstanding the foregoing, in all cases the
lowest assumed rating equivalent is Caa3.

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. 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, whereby a
positive difference corresponds to lower expected losses),
assuming that all other factors are held equal:

Moody's Adj. WARF -20% (4340)

   -- Class A1A: 0
   -- Class A1B: 0
   -- Class B: +2
   -- Class C: +3
   -- Class D: +2

Moody's Adj. WARF +20% (6510)

   -- Class A1A: 0
   -- Class A1B: 0
   -- Class B: -2
   -- Class C: -2
   -- Class D: -2

Moody's notes that this transaction is subject to a high level
of macroeconomic uncertainty, as evidenced by 1) uncertainties
of credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

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

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

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


DSLA MORTGAGE: S&P Lowers Ratings on Two Classes of Notes to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of mortgage pass-through certificates from seven U.S.
residential mortgage-backed securities (RMBS) transactions to 'D
(sf)'.  "At the same time, we placed our ratings on 17
classes from six of the affected transactions on CreditWatch
negative.  We placed our ratings on three additional classes on
CreditWatch negative on Jan. 18, 2011, to reflect our revised
counterparty criteria.  These ratings remain on CreditWatch with
negative implications.  All of the CreditWatch actions, as well as
the three Jan. 18 CreditWatch placements noted, affected classes
that are part of a loan group containing a class that defaulted
from a 'B-' rating or higher.  These RMBS transactions were issued
between 2004 and 2007," S&P stated.

S&P explained, "The eight downgrades reflect our assessment of
principal write-downs on the affected classes during recent
remittance periods.  The ratings on the lowered classes were
previously either 'BBB+ (sf)', 'B+ (sf)', 'B (sf)', or 'B- (sf)'."

The defaulted classes are backed by subprime, Alternative-A (Alt-
A), closed-end second-lien, and reperforming mortgage loan
collateral.  A combination of subordination, excess spread, and
overcollateralization provide credit enhancement.  

S&P expects to resolve the CreditWatch placements after it
completes its review of the underlying credit enhancement.  
Standard & Poor's will continue to monitor its ratings on
securities that experience principal write-downs, and it will
adjust its ratings as it considers appropriate in accordance with
its criteria.

Rating Actions and CreditWatch Placements
DSLA Mortgage Loan Trust 2007-AR1
Series 2007-AR1
                               Rating
Class      CUSIP       To                   From
1A-1A      23333YAA3   AA (sf)/Watch Neg    AA (sf)
1A-1B      23333YAB1   D (sf)               B (sf)
2A-1A      23333YAC9   AA (sf)/Watch Neg    AA (sf)
2A-1C      23333YAE5   D (sf)               B (sf)

Fannie Mae REMIC Trust 2004-W3
Series 2004-W3
                               Rating
Class      CUSIP       To                   From
M          31393U7L1   AA (sf)/Watch Neg    AA (sf)
B-1        31393XWM5   A (sf)/Watch Neg     A (sf)
B-2        31393XD79   BBB (sf)/Watch Neg   BBB (sf)
B-3        31393XD87   D (sf)               B (sf)

Home Equity Asset Trust 2007-3
Series 2007-3
                               Rating
Class      CUSIP       To                   From
1-A-1      43710TAA5   A (sf)/Watch Neg     A (sf)
M-1        43710TAF4   D (sf)               B- (sf)
2-A-4      43710TAE7   A (sf)/Watch Neg     A (sf)

Home Equity Mortgage Trust 2005HF-1
Series 2005-HF1
                               Rating
Class      CUSIP       To                   From
A-1        2254W0LE3   AAA (sf)/Watch Neg   AAA (sf)
A-2B       2254W0MB8   AAA (sf)/Watch Neg   AAA (sf)
A-3B       2254W0MC6   AAA (sf)/Watch Neg   AAA (sf)
G          2254W0LW3   AAA (sf)/Watch Neg   AAA (sf)
M-1        2254W0LH6   AA+ (sf)/Watch Neg   AA+ (sf)
M-2        2254W0LJ2   D (sf)               B+ (sf)

MASTR Second Lien Trust 2005-1
Series 2005-1
                               Rating
Class      CUSIP       To                   From
M-1        57644DAB9   D (sf)               B- (sf)

Structured Asset Securities Corp. Mortgage Loan Trust 2005-S7
Series 2005-S7
                               Rating
Class      CUSIP       To                   From
A2         863576DT8   AAA (sf)/Watch Neg   AAA (sf)
M1         863576DU5   AA (sf)/Watch Neg    AA (sf)
M2         863576DV3   D (sf)               B- (sf)

Terwin Mortgage Trust 2005-9HGS
Series 2005-9HGS
                               Rating
Class      CUSIP       To                   From
A-1        881561WQ3   AAA (sf)/Watch Neg   AAA (sf)
A-X        881561WR1   AAA (sf)/Watch Neg   AAA (sf)
M-1        881561WS9   AA (sf)/Watch Neg    AA (sf)
M-2        881561WT7   D (sf)               BBB+ (sf)

Ratings Remaining on CreditWatch Negative

Home Equity Asset Trust 2007-3
Series 2007-3
Class      CUSIP       Rating
2-A-1      43710TAB3   AAA (sf)/Watch Neg
2-A-2      43710TAC1   AAA (sf)/Watch Neg
2-A-3      43710TAD9   AA (sf)/Watch Neg


FIRST NATIONAL: Fitch Removes 6 Classes From Watch Negative
-----------------------------------------------------------
Fitch Ratings has reviewed First National Master Note Trust and
has removed from Rating Watch Negative, affirmed and assigned
Stable Outlooks to these classes:

Series 2009-1

   -- Class A at 'AAAsf/LS1'; Outlook Stable;
   -- Class C at 'BBBsf/LS4'; Outlook Stable;
   -- Class D at 'BBsf/LS4'; Outlook Stable.

Series 2009-3

   -- Class A at 'AAAsf/LS1'; Outlook Stable;
   -- Class C at 'BBBsf/LS4'; Outlook Stable;
   -- Class D at 'BBsf/LS4'; Outlook Stable.

The action follows Fitch's announcement on May 10, 2011 that it
affirmed the long- and short-term Issuer Default Ratings (IDRs) of
First National Bank of Omaha at 'BB+' and 'B', respectively after
removing the ratings from Rating Watch Negative and assigning a
Stable Outlook.


FIRST UNION: Moody's Affirms Ratings on Four CMBS Classes
---------------------------------------------------------
Moody's Investors Service upgraded the rating of three classes and
affirmed the ratings of four classes of First Union National Bank-
Chase Manhattan Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 1999-C2:

   -- Cl IO., Affirmed at Aaa (sf); previously on May 24, 1999
      Definitive Rating Assigned Aaa (sf)

   -- Cl G., Affirmed at Aaa (sf); previously on Sep 16, 2010
      Upgraded to Aaa (sf)

   -- Cl H., Upgraded to Aaa (sf); previously on Sep 16, 2010
      Upgraded to A1 (sf)

   -- Cl J., Upgraded to A3 (sf); previously on Sep 16, 2010
      Upgraded to Baa3 (sf)

   -- Cl K., Upgraded to B1 (sf); previously on Sep 22, 2004
      Downgraded to B3 (sf)

   -- Cl L., Affirmed at Caa1 (sf); previously on Sep 22, 2004
      Downgraded to Caa1 (sf)

   -- Cl M., Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

Ratings Rationale

The upgrades are due to overall improved pool financial
performance and increased credit support due to amortization.

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 cumulative base expected
loss of 6.5% of the current balance.  At last review, Moody's
cumulative base expected loss was 8.6%.  Moody's stressed
scenario loss is 12.5% of the current balance.  Moody's
provides a current list of base and stress scenario losses
for conduit and fusion CMBS transactions 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 forward-looking view of the likely range of performance
over the medium term.  From time to time, Moody's may, if
warranted, change these expectations.  Performance that falls
outside the given range may indicate that the collateral's credit
quality is stronger or weaker than Moody's had anticipated when
the related securities ratings were issued.  Even so, a deviation
from the expected range will not necessarily result in a rating
action nor does performance within expectations preclude such
actions.  The decision to take (or not take) a rating action is
dependent on an assessment of a range of factors including, but
not exclusively, the performance metrics.

Primary sources of assumption uncertainty are the current
sluggish macroeconomic environment and varying performance in
the commercial real estate property markets.  However, Moody's
expects to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011.  The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy.  The availability of debt
capital continues to improve with terms returning toward market
norms.  Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodologies used in these ratings were: "CMBS:
Moody's Approach to Rating Fusion Transactions" published in April
2005, "CMBS: Moody's Approach to Rating Large Loan/Single Borrower
Transactions" published in July 2000, and "CMBS: Moody's Approach
to Rating Credit Tenant Lease (CTL) Backed Transactions" published
in October 1998.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the credit estimate of the
loan which corresponds to a range of credit enhancement levels.  
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the credit estimate level, is incorporated for
loans with similar credit estimates in the same transaction.

Moody's uses a variation of Herf to measure diversity of
loan size, where a higher number represents greater diversity.  
Loan concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  
The pool has a Herf of 5 compared to 13 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. 0 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 currently uses a Gaussian copula model to evaluate pools
of credit tenant loans (CTLs) within CMBS transactions.  Moody's
public CDO rating model CDOROMv2.8-5 is used to generate a
portfolio loss distribution to assess the ratings.  Under Moody's
CTL approach, the rating of a transaction's certificates is
primarily based on the senior unsecured debt rating (or the
corporate family rating) of the tenant, usually an investment
grade rated company, leasing the real estate collateral supporting
the bonds.  This tenant's credit rating is the key factor in
determining the probability of default on the underlying lease.  
The lease generally is "bondable", which means it is an absolute
net lease, yielding fixed rent paid to the trust through a lock-
box, sufficient under all circumstances to pay in full all
interest and principal of the loan.  The leased property should
be owned by a bankruptcy-remote, special purpose borrower, which
grants a first lien mortgage and assignment of rents to the
securitization trust.  The dark value of the collateral, which
assumes the property is vacant or "dark", is then examined to
determine a recovery rate upon a loan's default.  Moody's also
considers the overall structure and legal integrity of the
transaction.

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

The rating action is a result of Moody's on-going surveillance
of commercial mortgage backed securities (CMBS) transactions.  
Moody's monitors transactions on a monthly basis through two sets
of quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated September 16, 2010.  Please
see the ratings tab on the issuer/entity page on moodys.com for
the last rating action and the ratings history.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 15, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 93% to
$83.2 million from $1.18 billion at securitization.  The
Certificates are collateralized by 40 mortgage loans ranging
in size from less than 1% to 11% of the pool, with the top ten
non-defeased loans representing 45% of the pool.  Thirteen loans,
representing 31% of the pool, have defeased and are secured by
U.S. Government securities.  Defeasance at last review represented
29% of the pool.

Seven loans, representing 16% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the
CRE Finance Council (CREFC) monthly reporting package.  As part
of Moody's 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
an aggregate realized loss of $19.04 million (27% loss severity).  
Currently three loans, representing 12% of the pool, are in
special servicing.  The largest specially serviced loan is the
Belmont Crossing Loan ($4.9 million -- 5.8% of the pool), which is
secured by a 192-unit multifamily property located in Smyrna,
Georgia.  The loan transferred into special servicing in February
2009 due to imminent maturity default.  The borrower agreed to a
deed-in-lieu in December 2010 after exhausting all efforts to
refinance the loan.  The property is currently Real Estate Owned
(REO) and has been listed for sale for $4.0 million.  A recent
appraisal valued the property at $3.25 million.

The second largest specially serviced loan is the Somerpoint
(Woodvalley) Loan ($3.5 million -- 4.2% of the pool), which is
secured by a 143-unit multifamily property located in Marietta,
Georgia.  The loan transferred into special servicing in February
2009 due to imminent maturity default.  The loan has the same
sponsor as the Belmont Crossing Loan.  The property is currently
REO and has been listed for sale for $4.2 million.  A recent
appraisal valued the property at $3.75 million.

The remaining specially serviced property is secured by an
anchored retail center located in Medford, Oregon.  Moody's
estimates an aggregate $3.5 million loss for the specially
serviced loans (42% expected loss on average).

Moody's was provided with full year 2009 operating results for
100% of the pool (excluding defeased, specially serviced and CTL
loans).  Excluding specially serviced and troubled loans, Moody's
weighted average LTV is 70% compared to 84% at Moody's prior
review.  Moody's net cash flow reflects a weighted average haircut
of 12% to the most recently available net operating income.  
Moody's value reflects a weighted average capitalization rate of
10. 1%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.30X and 1.78X, respectively, compared to
0.99X and 1.56X 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 28% of the pool
balance.  The largest loan is a hotel portfolio ($9.1 million --
10.9% of the pool), which consists of four cross-collateralized
and cross-defaulted fully amortizing loans secured by four
limited stay hotels with a total of 652 rooms.  Three hotels are
located in Virginia and one in Shreveport, Louisiana.  Property
performance has improved since last review as the Days Inn in
Shreveport finished hotel renovations and is fully now fully
operational.  Additionally, RevPAR and occupancy at all properties
improved in 2010 compared to 2009.  All four hotels are currently
on the watchlist due to low DSCR.  The loan is fully amortizing
and has paid down 3% since last review and 37% since
securitization.  Moody's LTV and stressed DSCR are 83% and 1.70X,
respectively, compared to 117% and 1.21X at last review.

The second largest loan is the Academy Plaza Loan ($9.1 million --
10.9% of the pool), which is secured by a 156,022 square foot
grocery-anchored retail center located in Philadelphia,
Pennsylvania.  Property performance is in-line with last review
and the property is currently 81% leased, essentially the same as
at last review.  The loan has amortized 1% since last review and
17% since securitization.  Moody's LTV and stressed DSCR are 72%
and 1.43X, respectively, compared to 72% and 1.44X at last review.

The third largest loan is the Whitehall Estates Loan ($5.4 million
-- 6.5% of the pool), which is secured by a 252-unit multifamily
property located in Charlotte, North Carolina.  Property
performance is in-line with last review and the property is
currently 98% leased, essentially the same as at last review.  The
loan is fully amortizing and has paid down 4% since last review
and 45% since securitization.  Moody's LTV and stressed DSCR are
52% and 1.99X, respectively, compared to 60% and 1.72X at last
review.

The CTL component includes 15 loans secured by properties leased
under bondable leases.  Moody's provides ratings for 93% of the
CTL component and has updated its internal credit estimate for the
remainder of the CTL credits.  The largest exposures include Rite
Aid Corp. (39% of the CTL component, Moody's Long Term Corporate
Family Rating Caa2 -- stable outlook), Walgreen Co. (29%; Moody's
senior unsecured rating A2 -- stable outlook), and CVS/Caremark
(26%; Moody's senior unsecured rating Baa2 -- stable outlook).


FIRST UNION: Moody's Affirms Ratings on Six CMBS Classes
--------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of six
classes of First Union Commercial Mortgage Securities, Inc.,
Commercial Mortgage Pass-Through Certificates, Series 1999-C1 as:

   -- Cl. IO-1, Affirmed at Aaa (sf); previously on Dec 22, 1998
      Assigned Aaa (sf)

   -- Cl C., Affirmed at Aaa (sf); previously on Oct 27, 2005
      Upgraded to Aaa (sf)

   -- Cl D., Affirmed at Aaa (sf); previously on Jan 24, 2007
      Upgraded to Aaa (sf)

   -- Cl E., Affirmed at Aaa (sf); previously on Sep 25, 2008
      Upgraded to Aaa (sf)

   -- Cl F., Affirmed at Baa1 (sf); previously on Dec 19, 2008
      Upgraded to Baa1 (sf)

   -- Cl G., Affirmed at Caa3 (sf); previously on Sep 22, 2010
      Downgraded to Caa3 (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 cumulative base expected
loss of 10.0% of the current balance.  At last review,
Moody's cumulative base expected loss was 7.9%.  Moody's
stressed scenario loss is 14.4% of the current balance.  
Moody's provides a current list of base and stress scenario
losses for conduit and fusion CMBS transactions 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 forward-looking view of the likely range of performance
over the medium term.  From time to time, Moody's may, if
warranted, change these expectations.  Performance that falls
outside the given range may indicate that the collateral's credit
quality is stronger or weaker than Moody's had anticipated when
the related securities ratings were issued.  Even so, a deviation
from the expected range will not necessarily result in a rating
action nor does performance within expectations preclude such
actions.  The decision to take (or not take) a rating action is
dependent on an assessment of a range of factors including, but
not exclusively, the performance metrics.

Primary sources of assumption uncertainty are the current
sluggish macroeconomic environment and varying performance in
the commercial real estate property markets.  However, Moody's
expects to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011 The hotel
and multifamily sectors are continuing to show signs of recovery,
while recovery in the office and retail sectors will be tied to
recovery of the broader economy.  The availability of debt capital
continues to improve with terms returning toward market norms.  
Moody's central global macroeconomic scenario reflects an overall
sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodologies used in this rating were: "CMBS:
Moody's Approach to Rating Fusion Transactions" published
on April 19, 2005, "CMBS: Moody's Approach to Rating Large
Loan/Single Borrower Transactions" published in July 2000,
and "CMBS: Moody's Approach to Rating Credit Tenant Lease
(CTL) Backed Transactions" published on October 2, 1998.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the credit estimate of the
loan which corresponds to a range of credit enhancement levels.  
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the credit estimate level, is incorporated for
loans with similar credit estimates in the same transaction.

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 8 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology.  This methodology uses
the excel-based Large Loan Model v 8.0 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 currently uses a Gaussian copula model to evaluate pools
of credit tenant loans (CTLs) within CMBS transactions.  Moody's
public CDO rating model CDOROMv2.8-5 is used to generate a
portfolio loss distribution to assess the ratings.  Under Moody's
CTL approach, the rating of a transaction's certificates is
primarily based on the senior unsecured debt rating (or the
corporate family rating) of the tenant, usually an investment
grade rated company, leasing the real estate collateral supporting
the bonds.  This tenant's credit rating is the key factor in
determining the probability of default on the underlying lease.  
The lease generally is "bondable", which means it is an absolute
net lease, yielding fixed rent paid to the trust through a lock-
box, sufficient under all circumstances to pay in full all
interest and principal of the loan.  The leased property should be
owned by a bankruptcy-remote, special purpose borrower, which
grants a first lien mortgage and assignment of rents to the
securitization trust.  The dark value of the collateral, which
assumes the property is vacant or "dark", is then examined to
determine a recovery rate upon a loan's default.  Moody's also
considers the overall structure and legal integrity of the
transaction.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions.  
Moody's monitors transactions on a monthly basis through two sets
of quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated September 22, 2010.  

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 15, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 81% to
$217.4 million from $1.16 billion at securitization.  The
Certificates are collateralized by 71 mortgage loans ranging
in size from less than 1% to 9% of the pool, with the top ten
non-defeased loans representing 36% of the pool.  Fourteen
loans, representing 24% of the pool, have defeased and are
secured by U.S. Government securities.  Defeasance at last
review represented 23% of the pool.  The pool also includes a
credit tenant lease (CTL) component which comprises 22% of the
pool.

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

Thirty-three loans have been liquidated from the pool, resulting
in an aggregate realized loss of $17.35 million (15% loss
severity).  Currently four loans, representing 11% of the pool,
are in special servicing.  The largest specially serviced loan is
the Prince George Metro Center Loan ($20.0 million -- 9.2% of the
pool), which is secured by a 375,000 square foot office building
located in Hyattsville, Maryland.  The property was 59% leased as
of August 2010 and the borrower has been making partial debt
service payments while trying to work out a loan modification with
the special servicer.  If no modification can be agreed upon,
foreclosure will be the likely outcome.

The remaining three specially serviced loans are secured by
multifamily properties.  Moody's has estimated an aggregate
$12.9 million loss (56% expected loss on average) for the
specially serviced loans.

Moody's was provided with full year 2009 operating results
for 93% of the pool (excluding defeased, specially serviced,
and CTL loans).  Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 74% compared to 69%
at Moody's prior review.  Moody's net cash flow reflects a
weighted average haircut of 11% to the most recently available
net operating income.  Moody's value reflects a weighted average
capitalization rate of 9.8%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.29X and 1.63X, respectively, compared to
1.36X and 1.64X 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 16% of
the pool balance.  The largest loan is The Clarinbridge Loan
($17.5 million -- 8.0%), which is secured by a 306-unit
multifamily property located approximately 26 miles northwest
of Atlanta in Kennesaw, Georgia.  The property was 97% leased
as of December 2010 compared to 92% at the last review.  Per the
most recent rent roll, renewal rental rates at the property have
increased by $370/unit.  Moody's LTV and stressed DSCR are 70%
and 1.34X, respectively, compared to 81% and 1.16X at the prior
review.

The second largest loan is the New Brighton Manor Loan
($11.4 million -- 5. 3%), which is secured by a 300-bed
skilled nursing home located in Staten Island, New York.  
At the beginning of 2011, the borrower indicated that the
property was not generating sufficient income to pay operating
expenses and debt service and hired a bankruptcy lawyer to file
bankruptcy.  The borrower decided to not pursue bankruptcy and
has continued making debt service payments.  As of August 2010,
the property was 95% leased with an actual DSCR of 0.93X.  The
loan fully amortizes over its term and has amortized 42% since
securitization.  Moody's LTV and stressed DSCR are 123% and
1.23X, respectively, compared to 124% and 1.18X at last review.

The third largest loan is the Kelton Towers Loan ($6.8 million --
3.1%), which is secured by a 105-unit multifamily property located
in Westwood, California.  The property was 91% leased as of
September 2010 compared to 89% at the last review.  In order to
maintain its occupancy levels, the borrower lowered rents to
compete with existing product in the area.  Moody's LTV and
stressed DSCR are 46% and 2.07X, respectively, compared to 37% and
2.59X at last review.

The CTL component includes 24 loans secured by properties leased
under bondable leases.  Moody's provides public ratings for 79% of
the CTL component and an internal view on the remainder of the CTL
loans.  The largest exposures include Rite Aid Corp. (38% of the
CTL component, Moody's Long Term Corporate Family Rating Caa2 --
stable outlook), Walgreen Co. (16%; Moody's senior unsecured
rating A2 -- stable outlook), and CVS/Caremark (12%; Moody's
senior unsecured rating Baa2 -- stable outlook).


FORGE ABS: S&P Lowers Ratings on Eight Classes of Notes to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all
eight classes of notes from Forge ABS High Grade CDO I Ltd., a
high-grade cash flow collateralized debt obligation.

The lowered ratings follow the nonpayment of outstanding principal
balances to all of the noteholders on the transaction's final
payment date of April 20, 2011, as reflected by the note valuation
report.

The transaction experienced an event of default (EOD) on Jan. 30,
2008. Subsequently, the controlling beneficiary and the class A
noteholders voted to liquidate the transaction's collateral on
Oct. 10, 2008. Based on an April 11, 2011, trustee notice, the
liquidation process was complete and the available proceeds were
not adequate to make full payments to the noteholders on the
final payment date of April 20, 2011.

Ratings Lowered

Forge ABS High Grade CDO I Ltd.
                             Rating
Class                   To          From
A1                      D (sf)      CC (sf)
A2                      D (sf)      CC (sf)
A3                      D (sf)      CC (sf)
A4                      D (sf)      CC (sf)
B                       D (sf)      CC (sf)
C                       D (sf)      CC (sf)
D                       D (sf)      CC (sf)
E                       D (sf)      CC (sf)


FRANKLIN CLO: Moody's Upgrades Ratings of CLO Notes
---------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Franklin CLO IV, Ltd.

   -- US$25,000,000 Class B Floating Rate Senior Secured Notes due
      2015, Upgraded to Aaa (sf); previously on August 26, 2010
      Upgraded to Aa1 (sf);

   -- US$18,500,000 Class C Floating Rate Deferrable Interest
      Senior Secured Notes due 2015, Upgraded to Aa1 (sf);
      previously on August 26, 2010 Upgraded to Baa1 (sf);

   -- US$15,250,000 Class D Floating Rate Deferrable Interest
      Senior Secured Notes due 2015, Upgraded to Baa3 (sf);
      previously on August 26, 2010 Upgraded to B2 (sf);

   -- US$8,000,000 Class E Floating Rate Deferrable Interest
      Senior Secured Notes due 2015 (current outstanding balance
      of $6,105,112. 03), Upgraded to Caa1 (sf); previously on
      August 26, 2010 Upgraded to Caa3 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from the amortization of the Class A Notes and
improvement in the credit quality of the underlying portfolio
since the rating action in August 2010.

The overcollateralization ratios of the rated notes have improved
as a result of amortization of the Class A Notes, which have been
paid down by approximately $52 million or 48% since the rating
action in August 2010.  As per the March 2011 trustee report, the
Class A/B, Class C, Class D, and Class E overcollateralization
ratios are reported at 154. 1%, 125. 5%, 108. 9%, and 103. 4%
respectively, versus July 2010 levels of 132. 9%, 116. 7%, 106.
0%, and 102. 3% respectively, and all related
overcollateralization tests are currently in compliance.

Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor).  Based on the March 2011 trustee
report, the weighted average rating factor is 2204 compared to
2418 in July 2010.  The dollar amount of defaulted securities and
securities rated Caal or below remained constant at $2. 0mm and
$3. 8mm respectively, since the rating action in August 2010.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," 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 $126 million, defaulted par of $2. 0 million,
weighted average default probability of 14. 5% (implying a WARF of
2665), a weighted average recovery rate upon default of 45%, and a
diversity score of 25.  These 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.

Franklin CLO IV, Ltd. , issued on August 28, 2003, 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
August 2009.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2. 3. 2. 1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

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,
whereby a positive difference corresponds to lower expected
losses), assuming that all other factors are held equal:

Moody's Adjusted WARF -20% (2132)

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

Moody's Adjusted WARF +20% (3198)

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

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance.  CDO
notes' performance may also be impacted by 1) the managers'
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1) Delevering: The main source of uncertainty in this transaction
   is whether delevering from unscheduled principal proceeds will
   continue and at what pace.  Delevering 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 deals'
   overcollateralization levels.  Further, the timing of
   recoveries and the manager's decision to work out versus sell
   defaulted assets create additional uncertainties.  Moody's
   analyzed defaulted recoveries assuming the lower of the market
   price and the recovery rate in order to account for potential
   volatility in market prices.

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


G-STAR 2002-1: Moody's Affirms Ratings of Five CRE CDO Classes
--------------------------------------------------------------
Moody's has affirmed five classes of Notes issued by G-Star 2002-
1, Ltd. due as the transaction's key parameters are performing
within the current rating levels. The rating action is the result
of Moody's on-going surveillance of commercial real estate
collateralized debt obligation (CRE CDO) transactions.

Moody's rating action is:

   -- Cl. A-1, Affirmed at Aaa (sf); previously on Jun 29, 2010
      Upgraded to Aaa (sf)

   -- Cl. A-2, Affirmed at A2 (sf); previously on Jun 29, 2010
      Upgraded to A2 (sf)

   -- Cl. BFL, Affirmed at Ba3 (sf); previously on Jun 29, 2010
      Upgraded to Ba3 (sf)

   -- Cl. BFX, Affirmed at Ba3 (sf); previously on Jun 29, 2010
      Upgraded to Ba3 (sf)

   -- Cl. C, Affirmed at Caa3 (sf); previously on Jun 29, 2010
      Upgraded to Caa3 (sf)

Ratings Rationale

G-Star 2002-1 Ltd. is a static CRE CDO transaction backed by a
portfolio of commercial mortgage backed securities (CMBS) (84.9%
of the total balance), real estate investment trust debt (REIT)
(15.1%) and franchise loans (1.2). As of the April 26, 2011
Trustee report, the aggregate Note balance of the transaction has
decreased to $104.9 million from $312.0 million at issuance, with
the paydown now directed to the Class A-1MM Notes; a result of
failing the Class B Overcollateralization test.

There are three assets with par balance of $21.4 million (16.5% of
the current pool balance) that are considered Defaulted Securities
as of the April 26, 2011 Trustee report. All three assets are CMBS
(100% of the defaulted balance). Defaulted Securities that are not
CMBS are defined as assets which are 3 or more days in default of
their debt service payment, are bankrupt, insolvent or are in
receivership, have been written down, or have been downgraded to
defaulted. In addition, there are six Impaired Securities with a
par balance of $21.3 million (16.4% of the pool balance). All six
assets are CMBS (100% of the impaired balance). Impaired
securities are those with a balance of 60 day plus delinquent
loans plus realized losses exceeding 25% of the original balance
of subordinate classes.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated credit estimates 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 1,343 compared to 1,226 at last
review. The distribution of current ratings and credit estimates
is as follows: Aaa-Aa3 (18.7% compared to 11.5% at last review),
A1-A3 (4.3% compared to 11.8% at last review), Baa1-Baa3 (19.8%
compared to 36.1% at last review), Ba1-Ba3 (36.1% compared to
28.3% at last review), B1-B3 (10.4% compared to 0.0% at last
review), and Caa1-C (10.8% compared to 12.3% at last review).

WAL acts to adjust the probability of default of the reference
obligations in the pool for time. Moody's modeled to a WAL of 2.8
years compared to 2.5 years at last review. The longer WAL
reflects the current distribution of collateral lives within the
collateral pool.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed WARR of
27.6% compared to 28.1% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 30.7% compared to 37.7% at last review.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDO
rating models, which was released on January 24, 2011.

The cash flow model, CDOEdge(R) v3.2.1.0, was used to analyze the
cash flow waterfall and its effect on the capital structure of the
deal.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. Rated notes are particularly sensitive to
changes in recovery rate assumptions. Holding all other key
parameters static, changing the recovery rate assumption down from
27.6% to 17.6% or up to 37.6% would result in average rating
movement on the rated tranches of 0 to 2 notches downward and 0 to
1 notches upward, respectively.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics. Primary sources of assumption uncertainty
are the current sluggish macroeconomic environment and varying
performance in the commercial real estate property markets.
However, Moody's expects to see increasing or stabilizing property
values, higher transaction volumes, a slowing in the pace of loan
delinquencies and greater liquidity for commercial real estate in
2011 The hotel and multifamily sectors are continuing to show
signs of recovery, while recovery in the office and retail sectors
will be tied to recovery of the broader economy. The availability
of debt capital continues to improve with terms returning toward
market norms. Moody's central global macroeconomic scenario
reflects an overall sluggish recovery through 2012, amidst ongoing
individual, corporate and governmental deleveraging, persistent
unemployment, and government budget considerations.

The principal methodologies used in these ratings was "Moody's
Approach to Rating SF CDOs" published in November 2010. Other
methodologies used include "CMBS: Moody's Approach to Rating
Static CDOs Backed by Commercial Real Estate Securities" published
in June 2004.


GLACIER FUNDING: Moody's Cuts Ratings on 2 Classes to 'Caa3'
------------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of two classes of notes issued by Glacier Funding CDO II,
Ltd.  

The notes affected by the rating action are as follows:

  * US$100,000 Class A-1 First Priority Voting Senior Secured
    Floating Rate Notes due 2042 (current balance of $27,101),
    Downgraded to Caa3 (sf); previously on May 26, 2010 Downgraded
    to Caa1 (sf)

  * US$324,900,000 Class A-1 First Priority Non-Voting Senior
    Secured Floating Rate Notes due 2042 (current balance of
    $88,050,130), Downgraded to Caa3 (sf); previously on May 26,
    2010 Downgraded to Caa1 (sf)

                          Ratings Rationale  

Glacier Funding CDO II, Ltd. is a collateralized debt obligation
issuance backed by a portfolio of primarily Residential Mortgage-
Backed Securities (RMBS) and Commercial Mortgage-Backed Securities
(CMBS) originated in 2004.

According to Moody's, the rating downgrade actions are the
result of deterioration in the credit quality of the underlying
portfolio.  Such credit deterioration is observed through numerous
factors, including an increase in the weighted average rating
factor (WARF) and a decrease in the coverage ratio.  The WARF, as
reported by the trustee, has increased from 1289 in May 2010 to
4156 in May 2011. During the same time, the Class A/B coverage
ratio decreased from 62.67% to 50.39%.  The deterioration in both
metrics was primarily due to Moody's recent downgrade actions on a
large portion of its underlying RMBS assets in March 2011.  

The principal methodology used in the rating was "Moody's Approach
to Rating SF CDOs" published in November 2010.  Moody's applied
the Monte Carlo simulation framework within CDOROMv2.6 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 Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's rating action factors in a number of sensitivity analyses
and stress scenarios, discussed below.  Moody's conducted
sensitivity analysis regarding the credit quality of this
particular asset.  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 defaults Caa3 rated assets:

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

Moody's notched up Caa rated asset by two notches:

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


GMACM MORTGAGE: Moody's Takes Action on Prime Jumbo RMBS
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 79
tranches and confirmed the ratings of 27 tranches from 10 prime
jumbo deals issued by GMACM Mortgage Loan Trust.  The collateral
backing these deals consists primarily of first-lien, fixed and
adjustable rate prime jumbo residential mortgages.

Ratings Rationale

The actions are a result of deteriorating performance of prime
jumbo pools securitized before 2005.  Although most of these pools
have paid down significantly, the remaining loans are affected by
the housing and macroeconomic conditions that remain under duress.

The principal methodology used in these ratings is described in
the Monitoring and Performance Review section in "Moody's Approach
to Rating US Residential Mortgage-Backed Securities" published in
December 2008.  Other methodologies used include "Pre-2005 US RMBS
Surveillance Methodology" published in January 2011, which
accounts for the deteriorating performance and outlook.

To assess the rating implications of the updated loss levels on
prime jumbo RMBS, each individual pool was run through a variety
of scenarios in the Structured Finance Workstation(R) (SFW), the
cash flow model developed by Moody's Wall Street Analytics.  This
individual pool level analysis incorporates performance variances
across the different pools and the structural features of the
transaction including priorities of payment distribution among the
different tranches, average life of the tranches, current balances
of the tranches and future cash flows under expected and stressed
scenarios.  The scenarios include fifty four different
combinations comprising of six loss levels, three loss timing
curves and three prepayment curves.  For ratings implied Aa3 and
above, an additional prepayment curve is run to assess resilience
to a high prepayment scenario.

The  approach "Pre-2005 US RMBS Surveillance Methodology" is
adjusted slightly when estimating losses on pools left with a
small number of loans to account for the volatile nature of small
pools.  Even if a few loans in a small pool become delinquent,
there could be a large increase in the overall pool delinquency
level due to the concentration risk.  To project losses on pools
with fewer than 100 loans, Moody's first estimates a "baseline"
average rate of new delinquencies for the pool that varies from 3%
to 5% 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 fewer the number of
loans remaining in the pool, the higher the volatility in
performance.  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 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.

Certain tranches in transactions serviced by GMAC Mortgage, LLC's
(GMACM), were placed on review for possible downgrade in 2010 due
to two concerns regarding the servicer's practices.  Firstly,
GMACM used shared custodial bank accounts for multiple RMBS
transactions and secondly, GMACM had to suspend foreclosures in 25
states due to irregularities in its foreclosure processes.  As
GMACM is a subsidiary of C rated Residential Capital, LLC (RFC),
in case of a default, losses could have been absorbed by the
trusts.

Since the tranches were placed on review, GMACM has eliminated the
use of a common bank account across RMBS deals and set up
individual accounts for each transaction.  Also, GMACM has
reviewed and revamped its foreclosure process, and has lifted its
suspension of foreclosure sales and evictions on a case by case
basis.

The ratings actions are based on recent pool performance and the
available credit enhancement.  Moody's is not keeping these bond
under further review due to the two issues highlighted above as
they have been resolved.  However, the state attorneys general are
engaged in ongoing discussions with several servicers regarding
loan modifications and foreclosure procedures.  The ultimate
settlement of those discussions may entail fines, loan
forgiveness, cash payments to borrowers or other features that
could reduce future cash flows to RMBS investors.  Moody's will
continue to monitor the outcome and assess future credit
implications on the ratings as the situation evolves.

Certain securities, as noted below, are insured by financial
guarantors.  For securities insured by a financial guarantor, the
rating on the securities is the higher of (i) the guarantor's
financial strength rating and (ii) the current underlying rating
(i. e. , absent consideration of the guaranty) on the security.  
The principal methodology used in determining the underlying
rating is the same methodology for rating securities that do not
have a financial guaranty and is as described earlier.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market.  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in late 2011, accompanied by continued stress in
national employment levels through that timeframe.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the rating.

Complete rating actions are:

Issuer: GMACM Mortgage Loan Trust 2003-AR1

   -- Cl. A-4, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-5, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-6, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-1, Downgraded to Ba1 (sf); previously on Apr 15, 2010
      A1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-2, Downgraded to Caa1 (sf); previously on Apr 15, 2010
      Baa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-3, Downgraded to C (sf); previously on Apr 15, 2010 B1
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to C (sf); previously on Apr 15, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to C (sf); previously on Apr 15, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: GMACM Mortgage Loan Trust 2003-AR2

   -- Cl. A-I-1, Downgraded to Baa1 (sf); previously on Sep 27,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-II-4, Downgraded to Baa1 (sf); previously on Sep 27,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- CL. A-III-5, Downgraded to A2 (sf); previously on Sep 27,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-IV-1, Downgraded to A2 (sf); previously on Sep 27,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-1, Downgraded to Ba3 (sf); previously on Sep 27, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-2, Downgraded to Caa2 (sf); previously on Sep 27, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-3, Downgraded to C (sf); previously on Sep 27, 2010
      Baa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to C (sf); previously on Sep 27, 2010 B1
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to C (sf); previously on Jul 7, 2009
      Downgraded to Ca (sf)

Issuer: GMACM Mortgage Loan Trust 2003-J9

   -- Cl. A-4, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-5, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-6, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-8, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-11, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-12, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-13, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-15, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. PO, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. IO, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: GMACM Mortgage Loan Trust 2004-AR2

   -- Cl. 1-A, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A, Downgraded to Ba1 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 3-A, Downgraded to Ba3 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 4-A, Downgraded to Ba2 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 5-A-I, Downgraded to Aa3 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 5-A-II, Downgraded to Ba2 (sf); previously on Apr 15,
      2010 Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-1, Downgraded to Ca (sf); previously on Apr 15, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-2, Downgraded to C (sf); previously on Apr 15, 2010
      Ba1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-3, Downgraded to C (sf); previously on Apr 15, 2010
      Caa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to C (sf); previously on Apr 15, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: GMACM Mortgage Loan Trust 2004-J1

   -- Cl. A-3, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (Downgraded to B3,
Outlook Negative on Jun 25, 2009)

   -- Cl. A-5, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (Downgraded to B3,
Outlook Negative on Jun 25, 2009)

   -- Cl. A-6, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (Downgraded to B3,
Outlook Negative on Jun 25, 2009)

   -- Cl. A-7, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (Downgraded to B3,
Outlook Negative on Jun 25, 2009)

   -- Cl. A-8, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (Downgraded to B3,
Outlook Negative on Jun 25, 2009)

   -- Cl. A-9, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (Downgraded to B3,
Outlook Negative on Jun 25, 2009)

   -- Cl. A-10, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (Downgraded to B3,
Outlook Negative on Jun 25, 2009)

   -- Cl. A-11, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (Downgraded to B3,
Outlook Negative on Jun 25, 2009)

   -- Cl. A-12, Downgraded to Aa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (Downgraded to B3,
Outlook Negative on Jun 25, 2009)

   -- Cl. A-13, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (Downgraded to B3,
Outlook Negative on Jun 25, 2009)

   -- Cl. A-20, Downgraded to Aa1 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-21, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. PO, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. IO, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: GMACM Mortgage Loan Trust 2004-J2

   -- Cl. A-1, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-2, Confirmed at Aa3 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Confirmed at Aa3 (sf); previously on Apr 15, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-5, Confirmed at A1 (sf); previously on Apr 15, 2010 A1
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-6, Confirmed at A1 (sf); previously on Apr 15, 2010 A1
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-7, Downgraded to A2 (sf); previously on Apr 15, 2010
      A1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-8, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 A1 (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (Downgraded to B3,
Outlook Negative on Jun 25, 2009)

   -- Cl. A-9, Downgraded to A3 (sf); previously on Apr 15, 2010
      A1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-10, Downgraded to Baa1 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-11, Downgraded to Baa3 (sf); previously on Apr 15,
      2010 A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-12, Downgraded to Baa2 (sf); previously on Apr 15,
      2010 A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. PO, Downgraded to Baa2 (sf); previously on Apr 15, 2010
      A1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. IO, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: GMACM Mortgage Loan Trust 2004-J3

   -- Cl. A-1, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-2, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-5, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-6, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-7, Downgraded to Aa3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-8, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-9, Downgraded to Aa1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-10, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. PO, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. IO, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: GMACM Mortgage Loan Trust 2004-J4

   -- Cl. A-2, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-5, Downgraded to Aa2 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-6, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-7, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-8, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. PO, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. IO, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: GMACM Mortgage Loan Trust 2004-J5

   -- Cl. A-1, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-2, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-5, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-6, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-7, Downgraded to A3 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. PO, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. IO, Confirmed at Aaa (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: GMACM Mortgage Loan Trust 2004-J6

   -- Cl. 1-A-1, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-1, Downgraded to Aa2 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-2, Downgraded to Aa3 (sf); previously on Apr 15,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-3, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-4, Downgraded to Aa3 (sf); previously on Apr 15,
      2010 Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-5, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-6, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A-7, Downgraded to A2 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. PO, Downgraded to A1 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. IO, Confirmed at Aa2 (sf); previously on Apr 15, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade


GREENWICH CAPITAL: Moody's Downgrades 5 Classes of GCCFC 2005-GG5
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes,
confirmed three classes and affirmed 15 classes of Greenwich
Capital Commercial Funding Corp. Commercial Mortgage Trust, Series
2005-GG5:

   -- Cl. A-2, Affirmed at Aaa (sf); previously on Jan 17, 2006
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-3, Affirmed at Aaa (sf); previously on Jan 17, 2006
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-4-1, Affirmed at Aaa (sf); previously on Jan 17, 2006
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-4-2, Affirmed at Aaa (sf); previously on Jan 17, 2006
      Assigned Aaa (sf)

   -- Cl. A-AB, Affirmed at Aaa (sf); previously on Jan 17, 2006
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-5, Affirmed at Aaa (sf); previously on Jan 17, 2006
      Definitive Rating Assigned Aaa (sf)

   -- Cl. XC, Affirmed at Aaa (sf); previously on Jan 17, 2006
      Definitive Rating Assigned Aaa (sf)

   -- Cl. XP, Affirmed at Aaa (sf); previously on Jan 17, 2006
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-M, Confirmed at Aa2 (sf); previously on Apr 25, 2011
      Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-J, Confirmed at A3 (sf); previously on Apr 25, 2011 A3
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. B, Downgraded to B1 (sf); previously on Apr 25, 2011
      Baa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. C, Downgraded to B3 (sf); previously on Apr 25, 2011 Ba1
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. D, Downgraded to Caa1 (sf); previously on Apr 25, 2011
      B2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. E, Downgraded to Caa2 (sf); previously on Apr 25, 2011
      B3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. F, Downgraded to Ca (sf); previously on Apr 25, 2011
      Caa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. G, Confirmed at Ca (sf); previously on Apr 25, 2011 Ca
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. H, Affirmed at C (sf); previously on Jun 23, 2010
      Downgraded to C (sf)

   -- Cl. J, Affirmed at C (sf); previously on Jun 23, 2010
      Downgraded to C (sf)

   -- Cl. K, Affirmed at C (sf); previously on Jun 23, 2010
      Downgraded to C (sf)

   -- Cl. L, Affirmed at C (sf); previously on Jun 23, 2010
      Downgraded to C (sf)

   -- Cl. M, Affirmed at C (sf); previously on Jun 23, 2010
      Downgraded to C (sf)

   -- Cl. N, Affirmed at C (sf); previously on Jun 23, 2010
      Downgraded to C (sf)

   -- Cl. O, Affirmed at C (sf); previously on Jun 23, 2010
      Downgraded to C (sf)

Ratings Rationale

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

The confirmations and 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.

On April 25, 2011 Moody's placed eight classes on review for
possible downgrade. This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
8.2% of the current balance. At last review, Moody's cumulative
base expected loss was 7.9%. Moody's stressed scenario loss is
20.0% of the current balance. Moody's provides a current list of
base and stress scenario 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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Rating Fusion Transactions" published in April 2005.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the underlying rating of the loan
which corresponds to a range of credit enhancement levels. Actual
fusion credit enhancement levels are selected based on loan level
diversity, pool leverage and other concentrations and correlations
within the pool. Negative pooling, or adding credit enhancement at
the underlying rating level, is incorporated for loans with
similar credit estimates in the same transaction.

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 June 23, 2010.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 12, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 9% to $3.9 billion
from $4.3 billion at securitization. The Certificates are
collateralized by 160 mortgage loans ranging in size from less
than 1% to 9% of the pool, with the top ten loans representing 44%
of the pool. The pool contains two loans with investment grade
credit estimates that represent 3% of the pool. Three loans,
representing less than 1% of the pool, have defeased and are
collateralized with U.S. Government securities.

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

Nine loans have been liquidated from the pool, resulting in an
aggregate realized loss of $24.2 million (58% loss severity
overall). Thirty-four loans, representing 29% of the pool, are
currently in special servicing. The master servicer has recognized
an aggregate $346.1 million appraisal reduction for 25 of the
specially serviced loans. Moody's has estimated an aggregate
$354.8 million loss (36% expected loss on average) for the
specially serviced loans.

Based on the most recent remittance statement, Classes E through M
have experienced cumulative interest shortfalls totaling $2.9
million. The previous month's remittance statement reflected
interest shortfalls reaching Class B. However, interest shortfalls
for Classes B through D were repaid in full as of the April 12,
2011 distribution date due to the recovery of previous appraisal
subordination entitlement reductions (ASERs). Moody's anticipates
that the pool will continue to experience interest shortfalls
because of the high exposure to specially serviced loans. Interest
shortfalls are caused by special servicing fees, including workout
and liquidation fees, ASERs, extraordinary trust expenses and non-
advancing by the master servicer based on a determination of non-
recoverability.

Moody's has assumed a high default probability for eight poorly
performing loans representing 2% of the pool and has estimated a
$11.9 million aggregate loss (15% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2009 and full or partial year
2010 operating results for 92% and 46% of the pool's non-defeased
loans, respectively. Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 100% compared to 107% at
Moody's prior review. Moody's net cash flow reflects a weighted
average haircut of 11% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.0%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.47X and 1.01X, respectively, compared to
1.35X and 0.94X 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.

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 31 compared to 34 at Moody's prior review.

The largest loan with an underlying rating is the San Francisco
Centre Loan ($60.0 million - 1.5%), which represents a 50% pari
passu interest in a $120.0 million first mortgage loan. The loan
is secured by the borrower's leasehold interest in a 498,100
square foot retail center located in the Union Square retail area
of San Francisco, California. The tenancy consists of a mix of
established and trend-setting boutiques, traditional high-end mall
retailers and a flagship Nordstrom and Bloomingdales, which are
not part of the collateral. The center was 98% leased as of June
2010, essentially the same as at last review and securitization.
Performance has been stable. The loan sponsors are the Westfield
Group and Forest City. Moody's current credit estimate and
stressed DSCR are Baa2 and 1.22X, respectively, compared to Baa2
and 1.24X at last review.

The second largest loan with an underlying rating is the Imperial
Valley Loan ($54.5 million - 1.4%), which is secured by the
borrower's interest in an 765,000 square foot regional mall
located in El Centro, California. The center is anchored by Sears,
Dillard's, JC Penney and Macy's. As of March 2010, the center was
98% leased, essentially the same as at last review. Performance
has been stable. Moody's current credit estimate and stressed DSCR
are Baa3 and 1.31X, respectively, compared to Baa3 and 1.30X at
last review.

The top three conduit loans represent 19% of the pool. The largest
conduit loan is the 731 Lexington Avenue Loan ($320.0 million -
7.7%), which is secured by a 148,000 square foot multi-level
retail condominium located on Lexington Avenue between East 58th
and East 59th Street in New York City. The property is 100%
leased, the same as last review. Major tenants include Home Depot,
which occupies 53% of the premises through January 2025, H&M and
the Container Store. The office component serves as the
headquarters for Bloomberg LP. Performance has been stable.
Moody's LTV and stressed DSCR are 96% and 0.87X, respectively,
compared to 99% and 0.85X at last review.

The second largest conduit loan is the Lynnhaven Mall Loan
($228.3 million -- 5.8%), which is secured by the borrower's
interest in a 1.3 million square foot regional mall located in
Virginia Beach, Virginia. The mall is anchored by JC Penney,
Macy's and Dillards. The loan sponsor is General Growth
Properties. Performance has declined due to an increase in
administrative expenses. Moody's LTV and stressed DSCR are 106%
and 0.81X, respectively, compared to 98% and 0.89X at last review.

The third largest conduit loan is the Maryland Multifamily
Portfolio Loan ($200.0 million - 4.8%), which represents a 59%
pari passu interest in a $340.0 million first mortgage loan. The
loan is secured by nine multifamily properties located mostly in
suburban Baltimore, Maryland. The portfolio was 94% leased as of
September 2010 compared to 93% at last review. Performance has
been stable. Moody's LTV and stressed DSCR are 118% and 0.80X,
respectively, compared to 119% and 0.80X at last review.


GREENWICH CAPITAL: Moody's Downgrades Ratings on Three CRE CDO
--------------------------------------------------------------
Moody's has affirmed one and downgraded three classes of
Certificates issued by Greenwich Capital Commercial Mortgage
Trust 2007-RR2 (GCCFC 2007-RR2) due to the deterioration in the
credit quality of the underlying portfolio as evidenced by an
increase in the weighted average rating factor (WARF), and
decrease in weighted average recovery rate (WARR).  The rating
action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation (CRE CDO)
transactions.

   -- Cl. A-1FL, Downgraded to Caa3 (sf); previously on Apr 28,
      2010 Downgraded to Caa2 (sf)

   -- Cl. A-1FX, Downgraded to Caa3 (sf); previously on Apr 28,
      2010 Downgraded to Caa2 (sf)

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

   -- Cl. X, Downgraded to Caa3 (sf); previously on Apr 28, 2010
      Downgraded to Caa2 (sf)

Ratings Rationale

GCCFC 2007-RR2 is a static CRE CDO transaction backed by a
portfolio of commercial mortgage backed securities (CMBS) (100%
of the current pool balance).  As of the March 22, 2011 Trustee
report, the aggregate Certificate balance of the transaction has
decreased to $528.0 million from $528. 7 million at issuance, due
to minimal realized losses to Class 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 completed updated credit estimates 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 8,989 compared to 5,609 at last review.  
The distribution of current ratings and credit estimates is as
follows: Baa1-Baa3 (0.0% compared to 2. 8% at last review), Ba1-
Ba3 (0.0% compared to 17.3% at last review), B1-B3 (6.5% compared
to 32. 8% at last review), and Caa1-C (93. 5% compared to 47.1% at
last review).

WAL acts to adjust the probability of default of the collateral in
the pool for time.  Moody's modeled to a WAL of 6.1 years compared
to 7.0 years at last review.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool.  Moody's modeled a fixed WARR
of 0.3% compared to 3.9% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i. e.  the measure of diversity).  
Moody's modeled a MAC of 0.0% compared to 100% at last review.  
The low MAC is due to higher default probability collateral
concentrated within a small number of collateral names.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDO
rating models, which was released on January 24, 2011.

The cash flow model, CDOEdge(R) v3.2.1.0, was used to analyze the
cash flow waterfall and its effect on the capital structure of the
deal.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes.  However,
in many instances, a change in key parameter assumptions in
certain stress scenarios may be offset by a change in one or more
of the other key parameters.  Rated notes are particularly
sensitive to changes in recovery rate assumptions.  Holding all
other key parameters static, changing the recovery rate assumption
up from 0.3% to 10.3% does not affect the model results.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term.  From time to time, Moody's may, if warranted, change
these expectations.  Performance that falls outside the given
range may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated when the related
securities ratings were issued.  Even so, a deviation from the
expected range will not necessarily result in a rating action nor
does performance within expectations preclude such actions.  The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.  Primary sources of assumption
uncertainty are the current sluggish macroeconomic environment and
varying performance in the commercial real estate property
markets.  However, Moody's expects to see increasing or
stabilizing property values, higher transaction volumes, a slowing
in the pace of loan delinquencies and greater liquidity for
commercial real estate in 2011 The hotel and multifamily sectors
are continuing to show signs of recovery, while recovery in the
office and retail sectors will be tied to recovery of the broader
economy.  The availability of debt capital continues to improve
with terms returning toward market norms.  Moody's central global
macroeconomic scenario reflects an overall sluggish recovery
through 2012, amidst ongoing individual, corporate and
governmental deleveraging, persistent unemployment, and government
budget considerations.

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

Other methodology used in these ratings was "CMBS: Moody's
Approach to Rating Static CDOs Backed by Commercial Real Estate
Securities" published in June 2004.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.


GS MORTGAGE: Moody's Affirms Series 2005-ROCK Rating
----------------------------------------------------
Moody's Investors Service affirmed the ratings of ten pooled
classes of GS Mortgage Securities Corporation II, Trust Pass-
Through Certificates Series 2005-ROCK:

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

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

   -- Cl. B, Affirmed at Aa1 (sf); previously on Jun 1, 2005
      Definitive Rating Assigned Aa1 (sf)

   -- Cl. C-1, Affirmed at A1 (sf); previously on Mar 4, 2009
      Downgraded to A1 (sf)

   -- Cl. E, Affirmed at A3 (sf); previously on Mar 4, 2009
      Downgraded to A3 (sf)

   -- Cl. F, Affirmed at Baa1 (sf); previously on Mar 4, 2009
      Downgraded to Baa1 (sf)

   -- Cl. G, Affirmed at Baa2 (sf); previously on Mar 4, 2009
      Downgraded to Baa2 (sf)

   -- Cl. H, Affirmed at Baa3 (sf); previously on Mar 4, 2009
      Downgraded to Baa3 (sf)

   -- Cl. J, Affirmed at Ba1 (sf); previously on Mar 4, 2009
      Downgraded to Ba1 (sf)

   -- Cl. X-1, Affirmed at Aaa (sf); previously on Jun 1, 2005
      Definitive Rating Assigned Aaa (sf)

Ratings Rationale

The affirmations are due to the stable performance of the real
estate collateral and key parameters, including Moody's loan to
value (LTV) ratio and Moody's stressed debt service coverage ratio
(DSCR) remaining within acceptable ranges.

Moody's analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term.  From time
to time, Moody's may, if warranted change these expectations.  
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the
previous 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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets.  However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011.  The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy.  The availability of debt
capital continues to improve with terms returning toward market
norms.  Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "Moody's
Approach to Rating Large Loan/Single Borrower Transactions"
published in July 2000.

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.0.  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 June 17, 2010.  Please see
the ratings tab on the issuer / entity page on moodys. com for the
last rating action and the ratings history.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

The $1,685.0 million Rockefeller Center loan is secured by a
$1,210.0 million first lien mortgage on the borrower's fee and
leasehold interests in the property; the additional $475.0 million
in debt is secured by a pledge of 100% of the equity interest in
the borrower held by RCPI Mezz, LLC.  The sponsor of the loan is
Tishman Speyer Crown Equities.  The fixed-rate interest-only loan
has a 20-year term maturing in May 2025.

Rockefeller Center is a 12-building office, retail and
entertainment complex, located in midtown Manhattan, New York
City.  The landmark development consists of 6.7 million square
feet of net rentable area (NRA) with approximately 5.0 million
square feet of office space, approximately one-million square feet
of retail and storage space, Radio City Music Hall with a seating
capacity of 6,000, and Christie's Auction House.  As of December
2010, the office space was 93% leased and the retail and storage
space was 95% leased.  Including Radio City Music Hall,
Rockefeller Center was 94% leased, the same as at securitization.

The ten largest office tenants lease approximately 35% of total
NRA and contribute approximately 38% of total rent.  The largest
office tenant is Deloitte, LLP, with approximately 430,000 square
feet.  Deloitte, LLP, signed an 18-year lease in January 2011 at
30 Rockefeller Plaza for approximately 430,000 square feet.  Rent
commenced on 25% of the space in January with rent to commence on
the balance of the space in 2015.  During February 2011 lease
renewals and expansions were signed with Lazard Freres & Co. LLC
and the law firm Baker & Hostetler, LLP.  Lazard Freres, the
second largest office tenant, signed a 23-year lease for an
additional 60,000 square feet at 30 Rockefeller Plaza bringing its
total square footage at Rockefeller Center to 430,000 square feet.  
Baker & Hostetler, LLP, signed a 15-year renewal and expansion for
a total leased area of 117,633 square feet.

Significant retail tenants include Banana Republic (47,725 square
feet, lease expiration in 2016), Facconable USA (21,600 square
feet, lease expiration in 2018) and Kenneth Cole (17,362 square
feet, lease expiration in 2015).  The lease on the 548,250 square
foot Radio City Music Hall expires in 2023.

Moody's loan to value ratio is 78%, the same as last review.  
Moody's stressed debt service coverage ratio is 1.18X, the same as
last review.


GS MORTGAGE: S&P Lowers Ratings on 3 Classes to 'D' on Shortfalls
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of commercial mortgage pass-through securities from GS
Mortgage Securities Trust 2007-GG10, a U.S. commercial
mortgage-backed securities (CMBS) transaction.

The lowered ratings reflect recurring and potential interest
shortfalls, as well as reduced liquidity available to the more
senior classes to absorb any future interest shortfalls. "We
lowered our ratings on classes F, G, and H to 'D (sf)' because of
current interest shortfalls, which we expect to continue.
The downgrades also reflect the accumulated interest shortfalls
that we expect to remain outstanding for the foreseeable future.
Accumulated interest shortfalls on classes F, G, and H were
outstanding for one, two, and 13 months," S&P related.

The lowered ratings on classes C, D, and E reflect their
susceptibility to experience future interest shortfalls resulting
from the high volume of specially serviced assets (37 loans,
$2.56 billion, 34.6% of the trust) and reduced liquidity support
available to these certificates. The recurring interest shortfalls
for the respective certificates are primarily due to one
or more of these factors:

    * Appraisal subordinate entitlement reduction (ASER) amounts
      in effect for the specially serviced loans;

    * The lack of servicer advancing for loans where the servicer
      has made nonrecoverable advance declarations;

    * Special servicing fees; and

    * Interest rate reductions or deferrals resulting from loan
      modifications.

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

According to the April 12, 2011, trustee remittance report, the
current interest shortfalls resulted from ASER amounts related to
23 ($935.7 million, 12.6% of the pooled trust balance) of the 37
assets ($2.56 billion, 34.6%) that are currently with the special
servicer, CWCapital Asset Management LLC. Special servicing fees,
interest not advanced, and shortfalls due to a rate modification
also contributed to the interest shortfalls.

"Our analysis considered the possible increase in ASER amounts
resulting from both potential ARA determinations for recently
transferred loans and likely reimbursements for previous advances
made by the master servicer, Wells Fargo Bank. We also considered
losses the trust is likely to incur due to the near-term
resolution of the 550 South Hope Street Loan ($165.0 million,
2.2%) and the liquidation of the Holiday Inn Portfolio asset
($48.4 million, 0.7%), as indicated by the special servicer. We
expect that these losses to the trust will significantly lower the
liquidity available to the more senior certificate classes. These
factors are reflected in our rating actions," S&P continued.

As of the April 12, 2011, trustee remittance report, ARAs totaling
$589.2 million were in effect for 28 specially serviced assets.
The total reported ASER amount was $1.86 million and the reported
cumulative ASER amount was $30.04 million. Standard & Poor's
considered 23 ASER amounts, which were based on MAI appraisals, as
well as current special servicing fees ($441,663), interest not
advanced ($640,863), shortfall due to a rate modification
($93,132), workout fees ($2,864), interest on advances ($9,876),  
reimbursement of advances to the servicer ($114,162), and other
expenses ($72,531) in determining its rating actions. The reported
monthly interest shortfalls totaled $3.12 million and have
affected all of the classes subordinate to and including class F.

Ratings Lowered

GS Mortgage Securities Trust 2007-GG10
Commercial mortgage pass-through certificates

                              Credit         Reported
            Rating          enhancement interest shortfalls ($)
Class  To             From        (%)   Current  Accumulated
C      CCC+ (sf)      B+ (sf)   10.47         0            0
D      CCC (sf)       B (sf)     9.71         0            0
E      CCC-(sf)       B (sf)     8.94         0            0
F      D (sf)         B (sf)     7.93   231,582      231,582
G      D (sf)         CCC+ (sf)  6.91   378,249      690,417
H      D (sf)         CCC- (sf)  5.52   520,090    3,173,983


GS MORTGAGE: S&P Lowers Ratings on Two Classes of Certs. to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
10 classes of commercial mortgage-backed securities from GS
Mortgage Securities Corp. II's commercial mortgage pass-through
certificates series 2005-GG4, two of which it lowered to 'D
(sf)'.

"In addition we affirmed our ratings on eight classes from the
same transaction," S&P stated.

"The rating actions follow our analysis of the transaction using
our U.S. conduit and fusion criteria. Our analysis included a
review of the credit characteristics of all of the loans in the
pool, the transaction structure, and the liquidity available to
the trust. In addition, current and potential interest shortfalls,
primarily due to appraisal subordinate entitlement reductions
(ASERs) and special servicing fees, prompted us to lower our
ratings on class F and G to 'D (sf)'. We expect these interest
shortfalls to continue for the foreseeable future. The downgrades
of the mezzanine and subordinate certificates reflect credit
support erosion we anticipate will occur upon the resolution of 24
($665.6 million, 19.1%) of the transactions specially serviced
assets," S&P stated.

S&P continued, "Our analysis included a review of the credit
characteristics of all of the assets in the pool. Using servicer-
provided financial information, we calculated an adjusted debt
service coverage (DSC) of 1.44x and a loan-to-value (LTV) ratio of
101.7%. We further stressed the loans' cash flows under our 'AAA'
scenario to yield a weighted average DSC of 0.96x and an LTV ratio
of 136.0%. The implied defaults and loss severity under the 'AAA'
scenario were 75.2% and 35.6%, respectively. All of the DSC and
LTV calculations we noted above exclude seven ($241.8 million,
6.9%) defeased assets and 24 ($665.6 million, 19.1%) of the
transaction's 26 ($757.9 million, 21.7%) specially serviced
assets. We separately estimated losses for the excluded specially
serviced assets and included them in the 'AAA' scenario implied
default and loss figures."

As of the April 12, 2011, remittance report, the trust experienced
monthly interest shortfalls totaling $971,472. The shortfalls were
primarily related to ASER amounts totaling $677,856 associated
with 16 of the specially serviced assets, as well as special
servicing fees of $251,309, nonrecoverable charges of $83,622,
interest on advances of $819, and other shortfall charges of
$2,685. Classes F and G have experienced shortfalls for one and
six months, respectively. "We anticipate that these shortfalls
will continue for the foreseeable future. Consequently, we lowered
the ratings on these classes to 'D (sf)'," S&P related.

The affirmations of the ratings on the principal and interest
certificates reflect subordination levels and liquidity that is
consistent with the outstanding ratings. "We affirmed our ratings
on the class X-P and X-C interest-only (IO) certificates based on
our current criteria," S&P noted.

                      Credit Considerations

As of the April 12, 2011, remittance report, 26 ($757.9 million,
21.7%) assets in the pool were with the special servicer, LNR
Partners, Inc. The payment status of the specially serviced assets
is as follows: two ($24.5 million, 0.70%) are real estate owned
(REO), nine ($208.6 million, 6.0%) are in foreclosure, six ($237.8
million, 6.8%) are 90-plus days delinquent, three ($61.7 million,
1.8%) are 30 days delinquent, and six ($225.4 million, 6.5%) are
within their grace periods. Appraisal reduction amounts (ARAs)
totaling $174.7 million were in effect for 19 specially serviced
assets. The four largest specially serviced loans are:

The Century Centre Office loan ($94.7 million, 2.7%) is the
largest loan with the special servicer and the fourth-largest loan
in the pool. It is secured by two 13-story office buildings
totaling 447,692-sq.-ft. in Irvine, Calif. The loan was
transferred to the special servicer in August 2010 due to
nonmonetary default. The special servicer and the borrower are
engaged in discussions to reinstate the loan. The most recent
reported DSC and occupancy were 0.91x and 87.5%, as of Dec. 31,
2009.

The Astor Crowne Plaza loan ($78.0 million, 2.2%), the sixth-
largest in the pool, is secured by a 707-room full-service hotel
in New Orleans. The loan was transferred to the special servicer
in May 2009 due to monetary default. According to the special
servicer, the trust will take title to the property once an
operational review is complete. "We expect a significant loss upon
the resolution of this asset," S&P noted.

The Kings' Shops loan ($72.0 million, 2.1%), the ninth-largest in
the pool, is secured by a 73,522-sq.-ft. anchored retail center in
Waikoloa, Hawaii. The asset was transferred to the special
servicer in January 2010 due to maturity default. "The special
servicer is currently engaged in modification discussions
with the borrower. If the loan is not modified, we expect a
significant loss upon the resolution of this asset. The most
recent reported DSC was 1.08x as of Dec. 31, 2009," according to
S&P.

The 801 North Brand loan ($70.5 million, 2.0% of the pool), the
10th-largest loan in the pool, is secured by a 279,667-sq.-ft.
office complex in Glendale, Calif. The loan was transferred to the
special servicer in March 2011 due to imminent default from cash
flow problems. According to the special servicer, the DSC and
occupancy for the six months ended June 30, 2010, were 1.11x and
82.0%.

The 22 remaining specially serviced assets have individual
balances that represent less than 2% of the total pool balance.
"Our expected losses from specially serviced assets ranged from
10.0% to 81.5%. Weighted by loan balance, the average loss
severity was 28.0%," S&P said.

                     Transaction Summary

As of the April 12, 2011, trustee remittance report, the
collateral pool had a trust balance of $3.49 billion, down from
$4.00 billion at issuance. The pool currently includes 171 loans
and two REO assets. The master servicer, Berkadia Commercial
Mortgage LLC, provided information for 92.0% of the nondefeased
loans in the pool, all of which was for full-year 2009, partial-
year 2010, or full-year 2010 data. "We calculated a weighted
average DSC of 1.45x for the pool based on the reported figures.
Our adjusted DSC and LTV ratio were 1.44x and 101.7%,
respectively, which exclude 24 ($665.6 million, 19.1%) specially
serviced assets and seven ($241.8 million, 6.9%) defeased loans.
We separately estimated losses for the 24 specially serviced
assets," S&P related.

The trust has experienced principal losses of $7.0 million
relating to eight assets. Thirty-three ($457.2 million, 13.1%)
loans, including the seventh-largest loan in the pool, are on the
master servicer's watchlist. Thirty ($484.7 million, 13.9%) loans
in the pool have a reported DSC of less than 1.10x, of which 23
($348.9 million, 10.0%) have a reported DSC below 1.00x.  

                    Summary of Top 10 Loans

The top 10 loans secured by real estate have an aggregate
outstanding trust balance of $1.11 billion (31.9%). "Using
servicer-reported numbers, we calculated a weighted average DSC of
1.51x for the top 10 real estate loans. Our adjusted DSC and LTV
ratio for the top 10 loans were 1.42x and 115.7%, respectively,"
S&P said.

The One HSBC Center loan ($77.0 million, 2.2%) is the seventh-
largest loan in the pool and is secured by an 851,915-sq-ft class
A office building in Buffalo, N.Y. According to the master
servicer, the loan appears on the watchlist because the property's
two largest tenants, HSBC (77% of gross leasable area) and
Phillips Lytle (10% of gross leasable area), are considering
relocating when their lease expires in 2013. The reported DSC and
occupancy for the nine months ended Sept. 30, 2010, were 1.13x and
98%.

Standard & Poor's stressed the assets in the pool according to its
criteria, and the analysis is consistent with its lowered and
affirmed ratings.

Ratings Lowered

GS Mortgage Securities Corporation II
Commercial Mortgage Pass-Through Certificates
Series 2005-GG4     
             Rating             
Class  To              From           Credit enhancement (%)
A-4    AA- (sf)        AA (sf)                        22.73
A-4B   AA- (sf)        AA (sf)                        22.73
A-1A   AA- (sf)        AA (sf)                        22.73
A-J    BBB-(sf)        BBB+ (sf)                      14.13
B      BB (sf)         BBB (sf)                       12.27
C      BB- (sf)        BBB- (sf)                      11.27
D      B (sf)          BB+ (sf)                        9.12
E      B- (sf)         BB (sf)                         7.97
F      D (sf)          B- (sf)                         6.39
G      D (sf)          CCC- (sf)                       5.10

Ratings Affirmed
GS Mortgage Securities Corporation II
Commercial Mortgage Pass-Through Certificates
Series 2005-GG4     

Class    Rating                Credit enhancement (%)
A-DP     AAA (sf)                              22.73
A-2      AAA (sf)                              22.73
A-3      AAA (sf)                              22.73
A-ABA    AAA (sf)                              32.39
A-ABB    AAA (sf)                              22.73
A-4A     AAA (sf)                              32.39
X-P      AAA (sf)                              N/A
X-C      AAA (sf)                              N/A

N/A: Not Applicable


GSC CAPITAL: Moody's Hikes Rating on $16.2MM Class F Notes to Caa1
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by GSC Capital Corp. Loan Funding 2005-1:

   -- US$25,500,000 Class B Floating Rate Notes Due 2020, Upgraded
      to Aa1 (sf); previously on August 7, 2009 Downgraded to Aa2
      (sf);

   -- US$16,500,000 Class C Floating Rate Notes Due 2020, Upgraded
      to Aa3 (sf); previously on August 7, 2009 Downgraded to A1
      (sf);

   -- US$12,000,000 Class D Deferrable Floating Rate Notes Due
      2020, Upgraded to Baa1 (sf); previously on August 7, 2009
      Confirmed at Ba1 (sf);

   -- US$21,300,000 Class E Deferrable Floating Rate Notes Due
      2020, Upgraded to Ba2 (sf); previously on August 7, 2009
      Confirmed at B1 (sf);

   -- US$16,200,000 Class F Deferrable Floating Rate Notes Due
      2020 (current outstanding balance of $14,367,642), Upgraded
      to Caa1 (sf); previously on August 7, 2009 Downgraded to
      Caa3 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from improvement in the credit quality of the underlying
portfolio and an increase in the transaction's
overcollateralization ratios since the rating action in August
2009. Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor) and a decrease in the proportion
of securities from issuers rated Caa1 and below. In particular, as
of the latest trustee report dated March 22, 2011, the weighted
average rating factor is currently 3094 compared to 3568 in the
August 2009 report, and securities rated Caa1 or lower make up
approximately 18.96% of the underlying portfolio versus 31.96% in
August 2009. In addition, there are currently $13.8 million of
defaulted securities based on the March 2011 trustee report,
compared to $28 million in August 2009.

The overcollateralization ratios of the rated notes have also
improved since the rating action in August 2009. The Class A/B/C,
Class D, Class E and Class F overcollateralization ratios are
reported at 128.88%, 120.75%, 108.60% and 101.70%, respectively,
versus August 2009 levels of 113.92%, 108.04%, 98.90% and 92.79%,
respectively. In particular, the Class F overcollateralization
ratio has increased in part due to the diversion of excess
interest to delever the Class F notes in the event of a Class F
overcollateralization test failure. Since the rating action in
August 2009, $2.4 million of interest proceeds have reduced the
outstanding balance of the Class F Notes. Moody's also notes that
the Class E and Class F Notes are no longer deferring interest and
that all previously deferred interest has been paid in full.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," 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 $231.7 million, defaulted par of $13.8
million, a weighted average default probability of 31.69%
(implying a WARF of 4326), a weighted average recovery rate upon
default of 43.43%, and a diversity score of 52. These 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.

GSC Capital Corp. Loan Funding 2005-1, issued in January 2006, is
a collateralized loan obligation backed primarily by a portfolio
of senior secured loans.

The principal methodology used in this rating was the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's Web
site.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

For securities whose default probabilities are assessed through
credit estimates ("CEs"), Moody's applied additional default
probability stresses by assuming an equivalent of Caa3 for CEs
that were not updated within the last 15 months, which currently
account for approximately .3% of the collateral balance. In
addition, Moody's applied a 1.5 notch-equivalent assumed downgrade
for CEs last updated between 12-15 months ago, and a 0.5 notch-
equivalent assumed downgrade for CEs last updated between 6-12
months ago.

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,
whereby a positive difference corresponds to lower expected
losses), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (3461)

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

Moody's Adjusted WARF + 20% (5191)

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

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behaviour and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1) Recovery of Moody's assumed defaulted assets: Market value
   fluctuations in defaulted assets reported by the trustee 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.

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

3) Other collateral quality metrics: The deal is allowed to
   reinvest and the manager has the ability to deteriorate the
   collateral quality metrics' existing cushions against the
   covenant levels. Moody's analyzed the impact of assuming lower
   of reported and covenanted values for weighted average rating
   factor, weighted average spread, weighted average coupon, and
   diversity score. However, as part of the base case, Moody's
   considered spread and coupon levels higher than the covenant
   levels due to the large difference between the reported and
   covenant levels.

4) Management continuity: GSC Group, Inc. has recently filed a
   motion with the bankruptcy court to sell its investment
   management contracts. Until a new manager is appointed GSC will
   continue to manage the transaction under Chapter 11 protection.
   There is some uncertainty as to whether a new manager will be
   found to take over this transaction and how well a transition
   to a new manager is going to be handled.


GSC PARTNERS: Moody's Upgrades Ratings on CLO Notes
---------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by GSC Partners CDO Fund VI, Limited:

   -- US$37,000,000 Class B Deferrable Floating Rate Notes Due
      2017, Upgraded to A3 (sf); previously on July 6, 2009
      Confirmed at Ba1 (sf);

   -- US$4,300,000 Class C-l Deferrable Fixed Rate Notes Due 2017,
      Upgraded to Baa3 (sf); previously on July 6, 2009 Confirmed
      at B3 (sf);

   -- US$8,700,000 Class C-2 Deferrable Floating Rate Notes Due
      2017, Upgraded to Baa3 (sf); previously on July 6, 2009
      Confirmed at B3 (sf);

   -- US$21,000,000 Class D Deferrable Floating Rate Notes Due
      2017 (current outstanding balance of $20,933,923.93),
      Upgraded to B1 (sf); previously on July 6, 2009 Confirmed at
      Caa3 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes
result primarily from improvement in the credit quality of
the underlying portfolio and an increase in the transaction's
overcollateralization ratios since the rating action in July 2009.

Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor) and a decrease in the proportion
of securities from issuers rated Caa1 and below. In particular, as
of the latest trustee report dated April 13, 2011, the weighted
average rating factor is currently 2990 compared to 3251 in the
May 2009 report and is now currently in compliance, and securities
rated Caa1/CCC+ or lower make up approximately 16.3% of the
underlying portfolio versus 25.0% in May 2009. Additionally,
defaulted securities total about $20.1 million of the underlying
portfolio compared to $46.1 million in May 2009.

The overcollateralization ratios of the rated notes have also
improved since the rating action in July 2009. The Class A, Class
B, Class C and Class D overcollateralization ratios are reported
at 139.93%, 120.62%, 115.05% and 107.07%, respectively, versus May
2009 levels of 124.73%, 110.15%, 105.76% and 99.33%, respectively,
and all related overcollateralization tests are currently in
compliance. Moody's also notes that the Class C-1, Class C-2 and
Class D Notes are no longer deferring interest and that all
previously deferred interest has been paid in full.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," 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 $326.2 million, defaulted par of $20.1
million, a weighted average default probability of 24.55%
(implying a WARF of 4018), a weighted average recovery rate upon
default of 45%, and a diversity score of 49. These 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.

GSC Partners CDO Fund VI, Limited, issued in October 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
August 2009.

Other methodologies used in this rating were "Updated Approach to
the Usage of Credit Estimates in Rated Transactions" published in
October 2009.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

For securities whose default probabilities are assessed through
credit estimates, Moody's applied additional default probability
stresses by assuming an equivalent of Caa3 for CEs that were not
updated within the last 15 months, a 1.5 notch-equivalent assumed
downgrade for CEs last updated between 12-15 months ago, and a 0.5
notch-equivalent assumed downgrade for CEs last updated between 6-
12 months ago.

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% (3214)

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

Moody's Adjusted WARF + 20% (4822)

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

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

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

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

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

4. Other collateral quality metrics: The deal is allowed to
   reinvest and the manager has the ability to deteriorate the
   collateral quality metrics' existing cushions against the
   covenant levels. Moody's analyzed the impact of assuming lower
   of reported and covenanted values for weighted average rating
   factor, weighted average spread, weighted average coupon, and
   diversity score.

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


GULF STREAM: Moody's Raises US$32.5MM Class D Notes to Ba1 (sf)
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Gulf Stream - Compass CLO 2005-1, Ltd.:

   -- US$347,500,000 Class A-1 Floating Rate Notes due 2017
      (current outstanding balance of $223,902,391.11), Upgraded
      to Aaa (sf); previously on August 4, 2009 Downgraded to Aa1
      (sf);

   -- US$35,000,000 Class A-2 Variable Funding Floating Rate Notes
      due 2017 (current outstanding balance of $22,551,319.97),
      Upgraded to Aaa (sf); previously on August 4, 2009
      Downgraded to Aa1 (sf);

   -- US$25,000,000 Class B Floating Rate Notes due 2017, Upgraded
      to Aa1(sf); previously on August 4, 2009 Downgraded to A3
      (sf);

   -- US$27,500,000 Class C Floating Rate Deferrable Notes due
      2017, Upgraded to A1 (sf); previously on August 4, 2009,
      Confirmed at Ba1 (sf);

   -- US$32,500,000 Class D Floating Rate Deferrable Notes due
      2017, Upgraded to Ba1 (sf); previously on August 4, 2009,
      Confirmed at B1 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from the delevering of the Class A Notes, which have
been paid down by approximately 35.6% or $136 million since the
rating action in August 2009. As a result of the delevering, the
overcollateralization ratios have increased since the rating
action in August 2009. As of the latest trustee report dated
April 4, 2011, the Senior overcollateralization ratio is reported
at 130.0%, versus July 2009 levels of 113.9%.

Moody's also notes that the deal has benefited from improvement in
the credit quality of the underlying portfolio since the rating
action in August 2009. Based on the April 2011 trustee report, the
weighted average rating factor is 2678 compared to 2772 in July
2009, and securities rated Caa1 and below make up approximately
12% of the underlying portfolio versus 19.7% in July 2009. The
deal also experienced a decrease in defaults. In particular, the
dollar amount of defaulted securities has decreased to about
$3.2 million from approximately $28.8 million in July 2009.

Additionally, the deal has benefitted from the diversion of excess
interest to the principal collection account as a result of
cumulative losses exceeding a $1.25 million threshold. The
diverted amount, called the loss replenishment amount, is
calculated by comparing cumulative losses on trading activity and
defaults with cumulative gains and prior amounts diverted in
excess of the threshold.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," 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 $356 million, defaulted par of $6.1 million, a
weighted average default probability of 22.6% (implying a WARF of
3408), a weighted average recovery rate upon default of 43.3%, and
a diversity score of 67. These default and recovery properties of
the collateral pool are incorporated in cash flow model analysis
where they are subject to stresses as a function of the target
rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Gulf Stream - Compass CLO 2005-1, Ltd., issued on May 11, 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
August 2009.

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

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% (2726)

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

Moody's Adjusted WARF + 20% (4090)

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

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior, 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

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

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

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

4) Other collateral quality metrics: The deal is allowed to
   reinvest and the manager has the ability to deteriorate the
   collateral quality metrics' existing cushions against the
   covenant levels. Moody's analyzed the impact of assuming lower
   of reported and covenanted values for weighted average rating
   factor, weighted average spread, weighted average coupon, and
   diversity score. However, as part of the base case, Moody's
   considered spread and coupon levels higher than the covenant
   levels due to the large difference between the reported and
   covenant levels.


HAMPTON ROADS: Moody's Affirms 'Ba2' Rating on Class I Bonds
------------------------------------------------------------
Moody's Investors Service has affirmed the ratings assigned to
approximately $276 million of outstanding Hampton Roads PPV, LLC
Military Housing Taxable Revenue Bonds, 2007 Series A.  The rating
action applies to the Ba2 on Class I bonds in the approximate
amount of $209.5 million and B1 on Class II and Class III bonds in
the amounts of $37.7 million and $8.8 million, respectively.  
Moody's has revised the outlook on the Ba2 assigned to Class I to
positive from stable and affirmed the stable outlook on Class II
and Class III bond ratings.

Rating Rationale:

The rating affirmation and outlook change on Class I reflect
successful completion of construction and absorption of units as
demonstrated by average monthly occupancy rate of 95% since
September 2010.  The high occupancy rate has resulted in increased
rental revenue and improved debt service coverage which together
with the subordination provided by Class II and Class III put
upward pressure on Class I rating.  Additional months of sustained
performance, however, are needed to establish a trend of strength
before a rating upgrade.  Moody's will continue to monitor the
project's performance over the next 18-24 months and take
appropriate action as needed.

Strengths:

* Project construction: All major construction was completed on
  September 2010 and the project is going through the closing
  process.

* Project occupancy: Occupancy rate averaged 95% since September,
  demonstrating strong demand for the project. This is further
  supported by favorable ratio of available sailors to units, 16:1
  according to management, and a waiting list of 1,400 applicants
  as of February 2011.

* Project management: The project is managed by American Campus
  Communities, Inc. (ACC) which has an extensive expertise in
  management of student housing facilities which posses many
  similarities to the project.

* Real-estate fundamentals: The real estate fundamentals for the
  housing properties remain sound, despite the downturn in many
  real estate markets across the country. Superior amenities of
  the project units should increase their attractiveness to
  personnel considering market alternatives.

* Base essentiality: Strong base essentiality together with strong
  Navy's interest in the success of the project provide additional
  support for the rating action.

Challenges:

* Transition to permanent phase: There are still risks associated
  with the transition of the project from construction to
  permanent phase that could result in large variances from
  budget.

* Revenue stream: Revenue is expected to remain volatile
  throughout the life of the bonds, impacted by deployment.
  Management control of project expenses is key to its the
  success.

* Debt service reserve fund: The debt service reserve fund for
  each class of debt is funded through a surety bond provided by  
  Ambac (rating withdrawn) Moody's considers the debt service
  reserve fund to be an important component of credit support for
  the bonds and therefore a key factor in the rating. In the event
  of rental income shortfall and insufficient moneys in operating
  reserve accounts, bondholders would rely on the credit strength
  of Ambac for debt service payment.

* Flow of funds: The bond indenture allows for monthly release of
  excess funds with no cash trap provisions and no minimum account
  balance provisions for the benefit of bondholders which in
  Moody's view is a credit weakness.

Recent Develompments:

The project performance since completion of major construction and
delivery of end state units in September 2010 has been strong.
Monthly occupancy in some instances has been above assumed pro-
forma rate of 95%, resulting in a significant increase in rental
income and strengthening of debt service coverage. The high
occupancy offsets the small decline of 0.81% in the monthly
housing allowance, known as Basic Allowance for Housing (the
"BAH") for 2011. Occupancy dropped slightly to 93% and 94% for the
months of March and April, respectively, due to a significant
deployment that impacted about 600 tenants. This is mitigated by a
16:1 ratio of available sailors to units and a waiting list of
1,400 as of February 2011. Management expects to turn these units
over the next four to six weeks and resume previous levels of
occupancy.

Excluding certain non-operating expenses and asset management
fees that are paid after debt service, debt service coverage
ratios for 2010 are 1.43x, 1.1x, and 1.05x for Class I, Class II
and Class III, respectively. These ratios include approximately
$1.86 million final draw of capitalized interest. Maximum annual
debt service ("MADS") coverage which commences in two years stands
0.97x.

Based on 2011 budget which assumes 5% vacancy rate, overall
coverage is projected to reach 1.15x which if achieved and
maintained will be a credit positive. MADS coverage based on 2011
budget is 1.05x, which in Moody's view is satisfactory at B1
rating level given that no value is awarded to the debt service
reserve fund. Additionally, because of greater frequency of
deployment than other military housing projects, above pro-forma
occupancy rates may be difficult to sustain over a long period of
time. Assuming current expense levels for the rest of the year,
break-even vacancy rate based on 2011 budget is 12%, which gives
management some financial flexibility. Moody's will continue to
monitor the project's performance over the next 18-24 months,
particularly management of project expenses during high levels of
deployments and take appropriate action as needed.

                             Outlook

The Class I positive outlook reflects the project's smooth
transition to permanent phase as demonstrated by high monthly
occupancy rates that resulted in significant increase in rental
income and strengthened debt service coverage. Continued strength
over the next 18-24 months will pressure the rating upward.

                 What would Change the Rating Up

  -- Established trend of strong project performance

  -- Cash funding of debt service reserve fund, replacement of the
     surety provider and maintenance of strong debt service
     coverage.

                What Could Change the Rating Down

  -- Significant decline in the BAH or a weakness in occupancy
     levels that result in a decline in debt service coverage
     ratio.

  -- Downsizing or closure of the Navy bases in the Norfolk area.

  -- Downgrade of the AIG, the Excess Collateral Funding Agreement
     provider, which is available pursuant to the terms of the
     Agreement to provide $6.5 million in liquidity, to below
     investment grade.

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


HARBOR SERIES: Moody's Downgrades Four 2006-1 CRE CDO Classes
-------------------------------------------------------------
Moody's has downgraded four classes of Notes issued by Harbor
Series 2006-1 LLC due to the deterioration in the credit quality
of the underlying portfolio of reference obligations as evidenced
by an increase in the weighted average rating factor (WARF), and
decrease in weighted average recovery rate (WARR). The rating
action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation (CRE CDO)
transactions.

Moody's rating action is:

   -- Cl.r A, Downgraded to Caa1 (sf); previously on May 12, 2010
      Downgraded to Baa3 (sf)

   -- Cl.r B, Downgraded to Caa3 (sf); previously on May 12, 2010
      Downgraded to B1 (sf)

   -- Cl.r C, Downgraded to Caa3 (sf); previously on May 12, 2010
      Downgraded to B2 (sf)

   -- Cl.r D, Downgraded to Caa3 (sf); previously on May 12, 2010
      Downgraded to B2 (sf)

Ratings Rationale

Harbor Series 2006-1 LLC. is a static synthetic CRE CDO
transaction backed by credit default swaps on a portfolio of
commercial mortgage backed securities (CMBS) (100% of the
balance).

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 credit estimates 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 416 compared to 57 at last review.
The distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (50.6% compared to 78.7% at last review), A1-A3
(23.4% compared to 15.1% at last review), Baa1-Baa3 (17.8%
compared to 6.3% at last review), Ba1-Ba3 (1.9% compared to 0.0%
at last review), B1-B3 (3.8% compared to 0.0% at last review), and
Caa1-C (2.5% compared to 0.0% at last review).

WAL acts to adjust the probability of default of the reference
obligations in the pool for time. Moody's modeled to a WAL of 4.4
years compared to 4.6 years at last review.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a variable WARR
with a mean of 53.7% compared to 61% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 16.6% compared to 47.0% at last review.
The lower MAC is due to greater variability in the higher default
probability collateral concentrated within a small number of
collateral names.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDO
rating models, which was released on January 24, 2011.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. Rated notes are particularly sensitive to
changes in recovery rate assumptions. Holding all other key
parameters static, stressing the current ratings and credit
estimates of the reference obligations by one notch downward
negatively affects the model results by approximately 0.0 to 0.7
notches downward.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics. Primary sources of assumption uncertainty
are the current sluggish macroeconomic environment and varying
performance in the commercial real estate property markets.
However, Moody's expects to see increasing or stabilizing property
values, higher transaction volumes, a slowing in the pace of loan
delinquencies and greater liquidity for commercial real estate in
2011 The hotel and multifamily sectors are continuing to show
signs of recovery, while recovery in the office and retail sectors
will be tied to recovery of the broader economy. The availability
of debt capital continues to improve with terms returning toward
market norms. Moody's central global macroeconomic scenario
reflects an overall sluggish recovery through 2012, amidst ongoing
individual, corporate and governmental deleveraging, persistent
unemployment, and government budget considerations.

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

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.


HARBOR SERIES: Moody's Downgrades Four 2006-2 CRE CDO Classes
-------------------------------------------------------------
Moody's has downgraded four classes of Notes issued by Harbor
Series 2006-2 LLC due to the deterioration in the credit quality
of the underlying portfolio of reference obligations as evidenced
by an increase in the weighted average rating factor (WARF), and
decrease in weighted average recovery rate (WARR). The rating
action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation (CRE CDO)
transactions.

Moody's rating action is:

   -- Cl.r A, Downgraded to Caa1 (sf); previously on May 12, 2010
      Downgraded to Ba1 (sf)

   -- Cl.r B, Downgraded to Caa2 (sf); previously on May 12, 2010
      Downgraded to B1 (sf)

   -- Cl.r C, Downgraded to Caa3 (sf); previously on May 12, 2010
      Downgraded to B2 (sf)

   -- Cl.r D, Downgraded to Caa3 (sf); previously on May 12, 2010
      Downgraded to B3 (sf)

Ratings Rationale

Harbor Series 2006-2 LLC. is a static synthetic CRE CDO
transaction backed by credit default swaps on a portfolio of
commercial mortgage backed securities (CMBS) (100% of the
balance).

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 credit estimates 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 346 compared to 88 at last review.
The distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (28.1% compared to 56.7% at last review), A1-A3
(29.2% compared to 36.4% at last review), Baa1-Baa3 (37.7%
compared to 6.9% at last review), Ba1-Ba3 (3.7% compared to 0.0%
at last review), and Caa1-C (1.3% compared to 0.0% at last
review).

WAL acts to adjust the probability of default of the reference
obligations in the pool for time. Moody's modeled to a WAL of 4.8
years compared to 5.6 years at last review.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a variable WARR
with a mean of 47.0% compared to 54.5% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 36.1% compared to 55.0% at last review.
The lower MAC is due to greater variability in the higher default
probability collateral concentrated within a small number of
collateral names.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDO
rating models, which was released on January 24, 2011.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. Rated notes are particularly sensitive to
changes in recovery rate assumptions. Holding all other key
parameters static, stressing all of the current ratings and credit
estimates of the reference obligations by one notch downward
negatively affects the model results by approximately 0.0 to 1.5
notches downward.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics. Primary sources of assumption uncertainty
are the current sluggish macroeconomic environment and varying
performance in the commercial real estate property markets.
However, Moody's expects to see increasing or stabilizing property
values, higher transaction volumes, a slowing in the pace of loan
delinquencies and greater liquidity for commercial real estate in
2011 The hotel and multifamily sectors are continuing to show
signs of recovery, while recovery in the office and retail sectors
will be tied to recovery of the broader economy. The availability
of debt capital continues to improve with terms returning toward
market norms. Moody's central global macroeconomic scenario
reflects an overall sluggish recovery through 2012, amidst ongoing
individual, corporate and governmental deleveraging, persistent
unemployment, and government budget considerations.

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

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.


HELIOS SERIES I: S&P Lowers Rating on Class B Notes to 'CCC-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A and B notes issued by Helios Series I Multi Asset CBO
Ltd., a multi-asset cash flow collateralized debt obligation.

"At the same time, we lowered our rating on the class T-1 notes
issued by HSNR Trust Certificates Series 2005-A, a retranching of
the class A notes issued by Helios Series I Multi Asset CBO Ltd.,"
S&P stated.

"On March 1, 2011, we placed our ratings on the class A and B
notes from Helios Series I Multi Asset CBO Ltd. on CreditWatch
with negative implications due to deterioration in the credit
quality of the collateral portfolio. The lowered ratings on the
class A and B notes to 'BB- (sf)' and 'CCC- (sf)' from
'BB+ (sf)' and 'CCC+ (sf)' respectively, reflect the current
credit enhancement available to support the notes. The class A/B
overcollateralization ratio for the class A and B notes has
dropped to 95.20% from 98.06% since we downgraded the A and B
notes on May 26, 2010," S&P noted.

The lowered rating of the class T-1 note from HSNR Trust
Certificates Series 2005-A reflects the same factors that have
negatively affected the credit enhancement available to support
the class A note from Helios Series I Multi Assets CBO Ltd.

Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings reflect the credit
enhancement available to support the notes.

Rating Lowered

Helios Series I Multi Asset CBO Ltd.
                            Rating
Class                   To          From
A                       BB- (sf)    BB+ (sf)/Watch Neg
B                       CCC- (sf)   CCC+ (sf)/Watch Neg

HSNR Trust Certificates Series 2005-A
                            Rating
Class                   To          From
T-1                     A- (sf)     AAA (sf)


HERTZ CORP: Moody's Places Certificate Ratings on Review
--------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
ratings of these certificates issued by The Hertz Corporation
Debenture Backed Series 2003-15:

   -- US$25,000,000 of 7.00% Class A Callable Units due June 1,
      2012; B3, Placed on Review for Downgrade; Previously on
      December 9, 2010 Confirmed at B3

   -- US$25,000,000 Notional Amount of Interest-Only 0.581% Class
      B Callable Units Due June 1, 2012; B3, Placed on Review for
      Downgrade; Previously on December 9, 2010 Confirmed at B3

The transaction is a structured note whose ratings are based on
the ratings of the Underlying Securities and the legal structure
of the transaction. Today's rating actions are a result of the
change of the rating of 7.625% debentures due June 1, 2012, issued
by The Hertz Corporation, which were placed on review for
downgrade by Moody's on May 9, 2011.

The principal methodology used in this rating was Moody's Approach
to Rating Repackaged Securities published in April 2010.


HERTZ CORP: Moody's Raises $32.5MM Class D Note Rating to Ba2(sf)
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by ING Investment Management CLO II, Ltd.;

   -- $76,250,000 Class A-2 Floating Rate Notes Due 2020; Upgraded
      to Aa1(sf); previously on August 5, 2009 Downgraded to
      Aa2(sf);

   -- $25,000,000 Class B Floating Rate Notes Due 2020; Upgraded
      to A1(sf); previously on August 5, 2009 Downgraded to
      A2(sf);

   -- $27,500,000 Class C Floating Rate Deferrable Notes Due 2020,
      Upgraded to Baa2( sf); previously on March 17, 2009
      Downgraded to Ba1(sf);

   -- $32,500,000 Class D Floating Rate Deferrable Notes Due 2020,
      Upgraded to Ba2(sf), previously on March 17, 2009 Downgraded
      to B1(sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from improvement in the credit quality of the underlying
portfolio and an increase in the overcollateralization ratios of
the notes since the August 2009 rating action.

Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor). As of the trustee report dated
April 4, 2011, the weighted average rating factor is currently
2454 (without credit from the Recovery Rate Modifier) compared to
2814 in the June 3, 2009 report. Additionally, defaulted
securities total about $1.7 million of the underlying portfolio
compared to $24.7 million in June 2009. The percentage of
securities rated Caa and below also declined to 8% from 21%.

The overcollateralization ratios of the rated notes have also
improved since the rating action. The Senior Overcollateralization
Test is reported at 121.40%, versus 114.97% in June 2009. The test
is currently in compliance. Additionally, the deal has benefitted
from the diversion of excess interest to the principal collection
account as a result of cumulative losses exceeding a $1.25 million
threshold. The diverted amount, called the loss replenishment
amount, is calculated by comparing cumulative losses on trading
activity and defaults with cumulative gains and prior amounts
diverted in excess of the threshold.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," 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 balance of
$491 million and defaulted par of $3 million, a weighted average
default probability of 25% (implying a WARF of 3445), a weighted
average recovery rate upon default of 44% and a diversity score of
79. These 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.

ING Investment Management CLO II, Ltd., issued in August 2006, is
a collateralized loan obligation backed primarily by a portfolio
of senior secured loans.

The principal methodology used in these ratings was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
August 2009.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

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% (2756)

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

Moody's Adjusted WARF +20% (4134)

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

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1) 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.

2) Other collateral quality metrics: The deal is allowed to
   reinvest until August 2011 and the manager has the ability to
   deteriorate the collateral quality metrics' existing cushions
   against the covenant levels. Moody's analyzed the impact of
   assuming lower of reported and covenanted values for weighted
   average spread and diversity score.


HERTZ COMPANY: S&P Puts 'B-' Ratings on Class A & B Units on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' ratings on
Structured Asset Trust Unit Repackagings (SATURNS) The Hertz Corp.
Debenture-Backed Series 2003-15's $25 million class A and B units
on CreditWatch with negative implications.

"Our ratings on the class A and B units are dependent on our
rating on the underlying security, Hertz Corp.'s 7.625% senior
unsecured notes due June 1, 2012 ('B-/Watch Neg')," S&P stated.

"The rating actions follow our May 9, 2011, placement of our 'B-'
rating on the underlying security on CreditWatch with negative
implications. We may take subsequent rating actions on the class A
and B units due to changes in our ratings assigned to the
underlying security," S&P added.


HIGH GRADE: S&P Retains 'CCC-' Ratings on 2 Classes of Notes
------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on one
tranche from one corporate-backed synthetic collateralize debt
obligation (CDO) transaction and removed it from CreditWatch
with positive implications. "At the same time, we lowered our
ratings on two tranches from one synthetic CDO transaction backed
by commercial mortgage backed securities (CMBS), and two tranches
from one synthetic CDO transaction backed by residential mortgage-
backed securities (RMBS) and removed them from CreditWatch
negative. In addition, we affirmed our ratings on eight tranches
from two corporate-backed synthetic CDOs and three tranches from
one synthetic CDO backed by RMBS," S&P stated.

The upgrade is from a synthetic CDO that experienced a combination
of upward rating migration in its underlying reference portfolio,
seasoning of the underlying reference names, and an increase in
the synthetic rated overcollateralization (SROC) ratio above 100%
at higher rating levels as of the April review and at our
projection of the SROC ratios in 90 days assuming no credit
migration. The downgrades were from synthetic CDOs that had
experienced negative rating migration in their underlying
reference portfolios. "The affirmations reflect our opinion of the
availability of sufficient credit support at the current rating
levels," S&P noted.

Rating Actions

High Grade Structured Credit 2004-1 Ltd.
                                 Rating
Class                    To                  From
C                        BB+ (sf)            BB+ (sf)
D                        CCC- (sf)           CCC- (sf)
E                        CCC- (sf)           CCC- (sf)

Omega Capital Investments PLC
EUR274 mil, JPY20 mil, US$160 mil Palladium CDO I secured
floating-rate notes
Series 19
                                 Rating
Class                    To                  From
A-1E                     CCC+ (sf)           CCC+ (sf)
A-1U                     CCC+ (sf)           CCC+ (sf)
B-1E                     CCC- (sf)           CCC- (sf)
B-1U                     CCC- (sf)           CCC- (sf)
C-1E                     CCC- (sf)           CCC- (sf)
S-1E                     BB- (sf)            BB- (sf)

Pegasus 2006-1 Ltd.
                                 Rating
Class                    To              From
A1                       A+ (sf)         AAA (sf)/Watch Neg
A2                       BBB+ (sf)       AAA (sf)/Watch Neg

Repacs Trust Series: Bayshore I
                                 Rating
Class                    To                  From
A                        BB- (sf)            BB- (sf)
B                        B+ (sf)             B+ (sf)

REPACS Trust Series: Warwick
                                 Rating
Class                    To             From
A Debt Uts               BBB (sf)       BBB- (sf)/Watch Pos

STACK Ltd.
                                 Rating
Class                    To               From
A2-EUR                   CC (sf)          B- (sf)/Watch Neg
A2-USD                   CC (sf)          B- (sf)/Watch Neg


JP MORGAN: Moody's Attaches New Ratings on JPMCC 2003-C1
--------------------------------------------------------
Moody's Investors Service upgraded the ratings of three non-pooled
or rake classes, affirmed eleven classes and downgraded one class
of J.P. Morgan Chase Commercial Mortgage Securities Corp,
Commercial Mortgage Pass-Through Certificates, Series 2003-C1 as
follows:

   -- Cl.r A-1, Affirmed at Aaa (sf); previously on Mar 28, 2003
      Definitive Rating Assigned Aaa (sf)

   -- Cl.r A-2, Affirmed at Aaa (sf); previously on Mar 28, 2003
      Definitive Rating Assigned Aaa (sf)

   -- Cl.r X-1, Affirmed at Aaa (sf); previously on Mar 28, 2003
      Definitive Rating Assigned Aaa (sf)

   -- Cl.r B, Affirmed at Aaa (sf); previously on Sep 2, 2010
      Confirmed at Aaa (sf)

   -- Cl.r C, Affirmed at Aa1 (sf); previously on Sep 2, 2010
      Downgraded to Aa1 (sf)

   -- Cl.r D, Affirmed at A1 (sf); previously on Sep 2, 2010
      Downgraded to A1 (sf)

   -- Cl.r E, Affirmed at Baa1 (sf); previously on Sep 2, 2010
      Downgraded to Baa1 (sf)

   -- Cl.r F, Downgraded to B1 (sf); previously on Sep 2, 2010
      Downgraded to Ba1 (sf)

   -- Cl.r G, Affirmed at Caa1 (sf); previously on Sep 2, 2010
      Downgraded to Caa1 (sf)

   -- Cl.r H, Affirmed at Ca (sf); previously on Sep 2, 2010
      Downgraded to Ca (sf)

   -- Cl.r J, Affirmed at C (sf); previously on Sep 2, 2010
      Downgraded to C (sf)

   -- Cl.r K, Affirmed at C (sf); previously on Sep 2, 2010
      Downgraded to C (sf)

   -- Cl.r CM-1, Upgraded to A2 (sf); previously on Jul 31, 2008
      Upgraded to A3 (sf)

   -- Cl.r CM-2, Upgraded to A3 (sf); previously on Jul 31, 2008
      Upgraded to Baa1 (sf)

   -- Cl.r CM-3, Upgraded to Baa1 (sf); previously on Jul 31, 2008
      Upgraded to Baa2 (sf)

Ratings Rationale

The upgrades are for three non-pooled, or rake classes, associated
with the Concord Mills Mall Loan. The mall's performance has
improved since last review due to an increase in property cash
flow and loan amortization. The upgrades are due to Concord Mills'
improved performance.

The downgrade is due to interest shortfalls, which have more than
doubled to $2.8 million since Moody's last review in September
2010.

The affirmations are due to key parameters, including Moody's 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 cumulative base expected loss of
4.4% of the current balance. The pool has experienced an
additional $6.5 million of realized losses since last review.
Moody's cumulative base expected loss plus the additional realized
losses since last review represents 5.3% of the current balance.
Moody's base expected loss at last review was 5.4%. Moody's
stressed scenario loss is 6.6% of the current balance. Moody's
provides a current list of base and stress scenario 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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was " Moody's
Approach to Rating Fusion U.S. CMBS Transactions", published in
April 2005.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the credit estimate of the loan
which corresponds to a range of credit enhancement levels. Actual
fusion credit enhancement levels are selected based on loan level
diversity, pool leverage and other concentrations and correlations
within the pool. Negative pooling, or adding credit enhancement at
the credit estimate level, is incorporated for loans with similar
credit estimates in the same transaction.

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 27 compared to 30 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated September 2, 2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 12, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 24%
to $828 million from $1.09 billion at securitization. The
Certificates are collateralized by 89 mortgage loans ranging in
size from less than 1% to 17% of the pool, with the top ten loans
representing 45% of the pool. The pool includes two loans,
representing 21.5% of the pool, with a credit estimate. Twenty-
five loans, representing 24% of the pool, have defeased and are
secured by U.S. Government securities.

Fourteen loans, representing 11% 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's (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Four loans have been liquidated from the pool resulting in
$44 million of realized losses (80% average severity). As of Q4
2010, this deal has underperformed the 2003 vintage CMBS deals
that Moody's rates. 2003 vintage CMBS deals have experienced a
0.7% cumulative realized loss on average according to Moody's US
CMBS Loss Severities, Q4 2010 Update. The aggregate $44 million
realized loss represents approximately 4% of the original deal
balance. Approximately 77% of this deal's aggregate realized loss
is attributed to the liquidation of the Crossroads Mall Loan. This
loan was the deal's second largest loan at securitization and
resulted in a $33 million loss when it was disposed of in June
2010.

Four loans, representing 5% of the pool, are in special servicing.
The largest specially serviced loan is the 200-220 West Germantown
Pike Loan ($14 million -- 1.8% of the pool), which is secured by
two office buildings totaling 115,000 square feet (SF) located in
Plymouth Meeting, Pennsylvania. Loan performance deteriorated
after a tenant occupying 40% of the net rentable area (NRA)
vacated upon its October 2010 lease expiration. The loan is
currently real estate owned (REO). The servicer has recognized a
$7.6 million appraisal reduction for this loan.

The remaining three specially serviced loans are secured by a mix
of retail and office properties. The servicer has recognized a
$23 million aggregate appraisal reduction for three of the four
specially serviced loans. Moody's has estimated a $23 million loss
(61% expected loss based on a 96% probability of default) for all
of the specially serviced loans.

Loans representing approximately 71% of the pool mature within the
next 24 months. Moody's expects most of these loans will be able
to refinance at or prior to loan maturity. However, Moody's has
assumed a high default probability for five poorly performing
loans representing 6% of the pool and has estimated an aggregate
$7 million loss (15% expected loss based on a 50% probability
default) from these troubled loans.

Based on the most recent remittance statement, Classes F through
NR have experienced cumulative interest shortfalls totaling
$2.8 million. Interest shortfalls totaled $1.3 million and were
contained to Classes H through NR at last review. Moody's
anticipates that the pool will continue to experience interest
shortfalls due to the exposure to specially serviced and troubled
loans. Interest shortfalls are caused by special servicing fees,
including workout and liquidation fees, appraisal subordinate
entitlement reductions (ASERs) and extraordinary trust expenses.
Interest shortfalls recently increased compared to last review
because the servicer has begun to recoup previous advances on a
specially serviced loan that it deemed non-recoverable.

Moody's was provided with full year 2009 and full or partial year
2010 operating results for 96% and 95% of the pool, respectively.
Excluding specially serviced, troubled and defeased loans and
loans with credit estimates, Moody's weighted average LTV is 76%
compared to 83% at Moody's last 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 9.5%.

Excluding specially serviced, troubled and defeased loans and
loans with credit estimates, Moody's actual and stressed DSCR are
1.56X and 1.48X, respectively, compared to 1.46X 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 largest loan with a credit estimate is the Concord Mills Loan
($141 million -- 17.4% of the pool), which is secured by a 1.25
million SF regional mall located in Concord, North Carolina. In
addition to the pooled debt, there is a $18.5 million non-pooled,
or rake component, which supports Classes CM1, CM2 and CM3. The
mall is a top shopping, entertainment and tourist destination in
North Carolina with over 17 million visitors annually. In-line
occupancy has improved from 87% at last review to 89% as of
February 2011, while total mall occupancy has remained stable at
94%. 2010 in-line sales increased 10% from 2009 to $377 PSF. Simon
Property Group is the sponsor for the loan. Moody's credit
estimate and stressed DSCR are A1 and 1.83X, respectively, as
compared to A2 and 1.75X at last review.

The second loan with a credit estimate is the Bishops Gate Loan
($33 million -- 4.1% of the pool), which is secured by two office
buildings totaling 484,000 SF located in Mt. Laurel, New Jersey.
The collateral is 100% leased to PHH Mortgage, a subsidiary of PHH
Corporation (Moody's senior unsecured rating Ba2; stable outlook),
through December 2022. The loan has an anticipated repayment date
(ARD) of January 2013 and has amortized 13% since securitization.
Moody's credit estimate and stressed DSCR are A3 and 2.04X,
respectively, compared to A3 and 2.05X at last review.

The three largest conduit loans represent 11% of the outstanding
pool balance. The largest loan is the Crossways/Newington
Portfolio ($39 million - 4.8% of the pool), which consists of two
cross-collateralized loans secured by two industrial/office flex
buildings totaling 812,000 SF. Both properties are located in
Virginia. As of December 2010, the two properties were 87% leased,
compared to 83% at last review. The loan has amortized 11% since
securitization. Moody's LTV and stressed DSCR are 62% and 1.66X,
respectively, compared to 79% and 1.29X at last review.

The second largest loan is the Somerset Shoppes Loan ($27 million
- 3.3% of the pool), which is secured by a 187,000 SF community
shopping center located in Boca Raton, Florida. Major tenants
include T.J. Maxx, Michaels and Loehmann's. The center was 93%
leased as of April 2011, the same as at last review. The loan
matures in October 2012 and almost 40% of the leases expire in
2011-12. Moody's value reflects the property's significant
upcoming lease rollover. Moody's LTV and stressed DSCR are 105%
and 1.01X, respectively, compared to 106% and .99X at last review.

The third largest loan is the Prince Georges Metro Center IV Loan
($24 million -- 3.0% of the pool), which is secured by a 178,450
SF class A office building located in near Washington, DC in
Hyattsville, Maryland. The property was constructed in 2002 as a
build-to-suit office for the US Department of Health and Human
Services (HHS) which occupies 100% of the building under a 10-year
lease expiring in December 2012. The loan has amortized 11% since
securitization and matures in March 2013. Moody's believes this
loan will be difficult to refinance if HHS does not renew or a
replacement tenant is not found prior to loan maturity. Moody's
analysis utilized a lit/dark analysis to account for this single
tenant exposure. Moody's LTV and stressed DSCR are 108% and 1.01X,
respectively, compared to 115% and .99X at last review.


JP MORGAN: Moody's Affirms Ratings on 17 CMBS Classes
-----------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of 17
classes of J.P. Morgan Chase Commercial Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-
C1:

   -- Cl. A-2, Affirmed at Aaa (sf); previously on Apr 2, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-3, Affirmed at Aaa (sf); previously on Apr 2, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-1A, Affirmed at Aaa (sf); previously on Apr 2, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. X-1, Affirmed at Aaa (sf); previously on Apr 2, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. B, Affirmed at Aaa (sf); previously on Oct 29, 2008
      Upgraded to Aaa(sf)

   -- Cl. C, Affirmed at Aaa (sf); previously on Oct 29, 2008
      Upgraded to Aaa (sf)

   -- Cl. D, Affirmed at A1 (sf); previously on Oct 29, 2008
      Upgraded to A1 (sf)

   -- Cl. E, Affirmed at A3 (sf); previously on Apr 2, 2004
      Definitive Rating Assigned A3 (sf)

   -- Cl. F, Affirmed at Baa1 (sf); previously on Apr 2, 2004
      Definitive Rating Assigned Baa1 (sf)

   -- Cl. G, Affirmed at Baa2 (sf); previously on Apr 2, 2004
      Definitive Rating Assigned Baa2 (sf)

   -- Cl. H, Affirmed at Baa3 (sf); previously on Apr 2, 2004
      Definitive Rating Assigned Baa3 (sf)

   -- Cl. J, Affirmed at Ba3 (sf); previously on Jul 21, 2010
      Downgraded to Ba3 (sf)

   -- Cl. K, Affirmed at B1 (sf); previously on Jul 21, 2010
      Downgraded to B1 (sf)

   -- Cl. L, Affirmed at B3 (sf); previously on Jul 21, 2010
      Downgraded to B3 (sf)

   -- Cl. M, Affirmed at Caa2 (sf); previously on Jul 21, 2010
      Downgraded to Caa2 (sf)

   -- Cl. N, Affirmed at Ca (sf); previously on Jul 21, 2010
      Downgraded to Ca (sf)

   -- Cl. P, Affirmed at C (sf); previously on Jul 21, 2010
      Downgraded to C (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 cumulative base expected
loss of 3.5% of the current balance.  At last review,
Moody's cumulative base expected loss was 3.0%.  Moody's
stressed scenario loss is 9.4% of the current balance.  
Moody's provides a current list of base and stress scenario
losses for conduit and fusion CMBS transactions 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 forward-looking view of the likely range of performance
over the medium term.  From time to time, Moody's may, if
warranted, change these expectations.  Performance that falls
outside the given range may indicate that the collateral's credit
quality is stronger or weaker than Moody's had anticipated when
the related securities ratings were issued.  Even so, a deviation
from the expected range will not necessarily result in a rating
action nor does performance within expectations preclude such
actions.  The decision to take (or not take) a rating action is
dependent on an assessment of a range of factors including, but
not exclusively, the performance metrics.

Primary sources of assumption uncertainty are the current
sluggish macroeconomic environment and varying performance in
the commercial real estate property markets.  However, Moody's
expects to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011.  The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy.  The availability of debt
capital continues to improve with terms returning toward market
norms.  Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was: "Moody's
Approach to Rating Fusion Transactions", published on April 19,
2005.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the credit estimate of the
loan which corresponds to a range of credit enhancement levels.  
Actual fusion credit enhancement levels are selected based on
loan level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the credit estimate level, is incorporated for
loans with similar credit estimates in the same transaction.

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 22 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 July 21, 2010.  Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 15, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 37% to
$657.4 million from $1.04 billion at securitization.  The
Certificates are collateralized by 103 mortgage loans ranging
in size from less than 1% to 13% of the pool, with the top ten
loans representing 39% of the pool.  Twelve loans, representing
16% of the pool, have defeased and are collateralized by U.S.  
Government securities.

Twenty-six 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 Moody's ongoing monitoring of a transaction, Moody's reviews
the watchlist to assess which loans have material issues that
could impact performance.

One loan has been liquidated from the pool, resulting in a
realized loss of $4.6 million (80% loss severity).  Currently
four loans, representing 4% of the pool, are in special
servicing.  The largest specially serviced loan is the 610
Broadway Loan ($11.4 million -- 1.7% of the pool), which is
secured by a 152,454 square foot office complex built in 1909
and renovated in 2002 and located in the Jewelry District of
downtown Los Angeles, California.  The loan was transferred to
special servicing in January 2010 due to monetary default and
the borrower subsequently filed for bankruptcy in May 2010.  
The borrower filed its bankruptcy plan in November 2010 and
the special servicer is currently reviewing the plan.  The plan
includes a modification to the loan agreement.  Terms of the
modification include an extension of the maturity date, interest
only payments for a portion of the extension, and the ability to
pay off the loan any time prior to the new maturity date.

The remaining three specially serviced properties are secured
by a mix of property types.  Moody's estimates an aggregate
$5.1 million loss for the specially serviced loans (61% expected
loss on average).

Moody's has assumed a high default probability for four poorly
performing loans representing 2% of the pool and has estimated
an aggregate $3.7 million loss (24% expected loss based on a
50% probability default) from these troubled loans.

Moody's was provided with full year 2009 operating results
for 98% of the pool.  Excluding specially serviced loans with
estimated losses and troubled loans, Moody's weighted average
LTV is 82%, the same as at Moody's prior review.  Moody's net
cash flow reflects a weighted average haircut of 11% to the most
recently available net operating income.  Moody's value reflects
a weighted average capitalization rate of 9.4%.

Excluding specially serviced loans with estimated losses and
troubled loans, Moody's actual and stressed DSCRs are 1.40X
and 1.31X, respectively, compared to 1.37X and 1.28X at last
review.  Moody's actual DSCR is based on Moody's net cash flow
(NCF) and the loan's actual debt service.  Moody's stressed DSCR
is based on Moody's NCF and a 9.25% stressed rate applied to the
loan balance.

The top three conduit loans represent 27% of the pool.  The
largest conduit loan is the Hometown America Portfolios IV & V
Loan ($87.8 million -- 13.4% of the pool), which is secured by 14
manufactured home communities totaling 3,742 units and located in
eight states.  The portfolio was 95% leased as of September 2010
compared to 89% at the prior review.  The loan has amortized 2%
since last review and 9% since securitization.  Moody's LTV and
stressed DSCR are 67% and 1.45X, respectively, compared to 74% and
1.32X at last review.

The second largest conduit loan is the One Fordham Plaza Loan
($45.7 million -- 7.0% of the pool), which is secured by a 414,002
square foot office building located in Bronx, New York.  The
property was 85% leased as of September 2010 compared to 92% at
last review.  The largest tenant is Montefiore Hospital, which
leases approximately 125,000 square feet of the net rentable area
(NRA) under various leases expiring in 2012 and 2013.  Included is
a proprietary lease (109,000 square feet), where upon expiration
of the initial term in 2012, Montefiore can extend through
September 2036 at $1.00 per annum plus expense reimbursements.  
Other tenants include the New York City Housing Authority (18% of
the NRA; lease expiration March 2030) and the New York State
Division of Human Rights (13% of the NRA; currently on a month-to-
month lease -- working with borrower on a long term lease).  
Property performance has declined due to both a decrease in rental
income as well as increased expenses.  The loan has amortized 4%
since last review and 29% since securitization.  Moody's LTV and
stressed DSCR are 90% and 1.20X, respectively, compared to 83% and
1.31X at last review.

The third largest conduit loan is the White Oak Crossing
Shopping Center Loan ($40.4 million -- 6.1% of the pool),
which is secured by a 517,000 square foot shopping center
located approximately seven miles southeast of Raleigh, North
Carolina.  The center is anchored by BJ's Wholesale Club (22% of
the NRA; lease expiration August 2023), Kohl's (17% of the NRA;
lease expiration January 2024), and Dick's Sporting Goods (9% of
the NRA; lease expiration January 2019).  The center is shadow
anchored by Target.  The center was 95% leased as of December 2010
compared to 94% at the last review.  The loan has benefitted from
2% of amortization since last review and 15% since securitization.  
Moody's LTV and stressed DSCR are 73% and 1.38X, respectively,
compared to 82% and 1.22X at last review.


JP MORGAN: Moody's Affirms 13 CMBS Classes of JPMCC 2002-CIBC4
--------------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of 13
classes of J.P. Morgan Chase Commercial Mortgage Securities Corp,
Commercial Mortgage Pass-Through Certificates, Series 2002-CIBC4:

   -- Cl. A-2, Affirmed at Aaa (sf); previously on Apr 29, 2002
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-3, Affirmed at Aaa (sf); previously on Apr 29, 2002
      Definitive Rating Assigned Aaa (sf)

   -- Cl. X-1, Affirmed at Aaa (sf); previously on Apr 29, 2002
      Definitive Rating Assigned Aaa (sf)

   -- Cl. B, Affirmed at Aaa (sf); previously on Sep 27, 2005
      Upgraded to Aaa (sf)

   -- Cl. C, Affirmed at Aa2 (sf); previously on Oct 28, 2010
      Downgraded to Aa2 (sf)

   -- Cl. D, Affirmed at A2 (sf); previously on Oct 28, 2010
      Downgraded to A2 (sf)

   -- Cl. E, Affirmed at Ba2 (sf); previously on Oct 28, 2010
      Downgraded to Ba2 (sf)

   -- Cl. F, Affirmed at Caa3 (sf); previously on Oct 28, 2010
      Downgraded to Caa3 (sf)

   -- Cl. G, Affirmed at Ca (sf); previously on Oct 28, 2010
      Downgraded to Ca (sf)

   -- Cl. H, Affirmed at C (sf); previously on Oct 28, 2010
      Downgraded to C (sf)

   -- Cl. J, Affirmed at C (sf); previously on Oct 28, 2010
      Downgraded to C (sf)

   -- Cl. K, Affirmed at C (sf); previously on Sep 22, 2010
      Downgraded to C (sf)

   -- Cl. L, Affirmed at C (sf); previously on Sep 22, 2010
      Downgraded to C (sf)

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 cumulative base expected loss of
9.5% of the current balance compared to 9.1% at last review. The
cumulative base expected dollar loss is $56 million, which is
similar to the $55 million cumulative base expected dollar loss
at last review. Moody's stressed scenario loss is 12.6% of the
current balance. 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 current
sluggish macroeconomic environment and varying performance in
the commercial real estate property markets. However, Moody's
expects to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "Moody's
Approach to Rating Fusion U.S. CMBS Transactions" published in
April 2005.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the credit estimate of the loan
which corresponds to a range of credit enhancement levels. Actual
fusion credit enhancement levels are selected based on loan level
diversity, pool leverage and other concentrations and correlations
within the pool. Negative pooling, or adding credit enhancement at
the credit estimate level, is incorporated for loans with similar
credit estimates in the same transaction.

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 22 compared to 21 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 October 28, 2010. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

Deal Performance

As of the April 12, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by approximately
27% to $587 million from $799 million at securitization. The
Certificates are collateralized by 106 mortgage loans ranging in
size from less than 1% to 11% of the pool, with the top ten loans
representing 30% of the pool. Twenty-seven loans, representing 32%
of the pool, have defeased and are secured by U.S. Government
securities.

Nineteen 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's (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Seven loans have been liquidated from the pool resulting in
approximately $20 million of realized losses (42% average
severity). Five loans, representing 16% of the pool, are in
special servicing. The largest specially serviced loan is the
Highland Mall Loan ($62 million -- 10.6% of the pool), which is
secured by the first enclosed regional mall built in Austin,
Texas. The mall's in-line space was only 31% leased as of March
2011, while 77% of the entire mall's 1.12 million square feet (SF)
was leased. The loan is currently real estate owned (REO) and re-
leasing efforts are underway. The servicer has recognized a
$15.9 million appraisal reduction for this loan, but is awaiting
receipt of an updated appraisal.

The remaining four specially serviced loans are secured by a mix
of retail, industrial and multifamily properties. The servicer has
recognized a $22 million aggregate appraisal reduction for three
of the five specially serviced loans. Moody's has estimated a
$48 million loss (53% expected loss based on a 91% probability of
default) for all of the specially serviced loans.

All of the loans in the pool matured or have an anticipated
repayment date (ARD) within the next 24 months. Moody's expects
most of these loans will be able to refinance at or prior to loan
maturity. However, Moody's has assumed a high default probability
for five poorly performing loans representing 3% of the pool and
has estimated an aggregate $2 million loss (13% expected loss
based on a 50% probability default) from these troubled loans.

Based on the most recent remittance statement, Classes H through
NR have experienced cumulative interest shortfalls totaling
$2.4 million. Moody's anticipates that the pool will continue to
experience interest shortfalls due to the exposure to specially
serviced and troubled loans. Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs) and
extraordinary trust expenses.

Moody's was provided with full year 2009 and full or partial year
2010 operating results for 96% and 86% of the pool's non-defeased
loans, respectively. Excluding specially serviced, troubled and
defeased loans, Moody's weighted average LTV is 76% compared to
77% at Moody's last review. Moody's net cash flow reflects a
weighted average haircut of 11% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.7%.

Excluding specially serviced, troubled and defeased loans, Moody's
actual and stressed DSCR are 1.32X and 1.48X, respectively,
compared to 1.34 and 1.50X 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. Moody's stressed DSCR
is higher than the actual DSCR for this deal because most loans
are near maturity, so the current debt constant is greater than
Moody's 9.25% stressed rate.

The three largest conduit loans represent 8.3% of the outstanding
pool balance. The largest loan is the Sugarland Crossing Loan
($22 million -- 3.7% of the pool), which is secured by a 257,000
SF community shopping center located in the Washington D.C.
suburb of Sterling, Virginia. The collateral was 95% leased as
of December 2010, which is the same as at last review. Loan
performance has been stable since last review. Moody's LTV and
stressed DSCR are 78% and 1.32X, respectively, the same as at
last review.

The second largest loan is the Brookridge Village Apartments Loan
($13 million -- 2.3% of the pool), which is secured by a 330 unit
garden style apartment complex located in Louisville, Kentucky.
The property was 99% leased as of December 2010, the same as at
last review. Performance has improved since last review due to an
increase in base rent. Moody's LTV and stressed DSCR are 79% and
1.23X, respectively, compared to 91% and 1.13X at last review.

The third largest loan is the Springdale Plaza loan ($13 million -
- 2.3% of the pool), which is secured by a 188,000 SF strip center
located in Springdale, Ohio. No updated financial information has
been provided since last review. Although the loan is current, it
is on the watchlist. The property was 70% leased as of April 2010
with leases representing 22% of the premises expiring in 2011. The
servicer has reported that this loan is in the process of being
defeased, which will increase the pool's defeased portion to 34%.


JP MORGAN: Moody's Affirms 17 CMBS Classes JPMCC 2004-CIBC8
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of 17 classes of
J.P. Morgan Commercial Mortgage Finance Corp., Series 2004-CIBC8:

   -- Cl. A-3, Affirmed at Aaa (sf); previously on Apr 12, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl.r A-1A, Affirmed at Aaa (sf); previously on Apr 12, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl.r A-4, Affirmed at Aaa (sf); previously on Apr 12, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl.r X-1, Affirmed at Aaa (sf); previously on Apr 12, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl.r B, Affirmed at Aa2 (sf); previously on Apr 12, 2004
      Definitive Rating Assigned Aa2 (sf)

   -- Cl.r C, Affirmed at Aa3 (sf); previously on Apr 12, 2004
      Definitive Rating Assigned Aa3 (sf)

   -- Cl.r D, Affirmed at A3 (sf); previously on Sep 29, 2010
      Downgraded to A3 (sf)

   -- Cl.r E, Affirmed at Baa2 (sf); previously on Sep 29, 2010
      Downgraded to Baa2 (sf)

   -- Cl.r F, Affirmed at Ba1 (sf); previously on Sep 29, 2010
      Downgraded to Ba1 (sf)

   -- Cl.r G, Affirmed at B1 (sf); previously on Sep 29, 2010
      Downgraded to B1 (sf)

   -- Cl.r H, Affirmed at Caa3 (sf); previously on Sep 29, 2010
      Downgraded to Caa3 (sf)

   -- Cl.r J, Affirmed at Ca (sf); previously on Sep 29, 2010
      Downgraded to Ca (sf)

   -- Cl.r K, Affirmed at C (sf); previously on Sep 29, 2010
      Downgraded to C (sf)

   -- Cl.r L, Affirmed at C (sf); previously on Sep 29, 2010
      Downgraded to C (sf)

   -- Cl.r M, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

   -- Cl.r N, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

   -- Cl.r P, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (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 cumulative base expected loss of
4.8% of the current balance. At last review, Moody's cumulative
base expected loss was 4.3%. Moody's stressed scenario loss is
8.9% of the current balance. Moody's provides a current list of
base and stress scenario 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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Rating U.S. CMBS Fusion Transactions", published in
April 2005.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the underlying rating of the loan
which corresponds to a range of credit enhancement levels. Actual
fusion credit enhancement levels are selected based on loan level
diversity, pool leverage and other concentrations and correlations
within the pool. Negative pooling, or adding credit enhancement at
the underlying rating level, is incorporated for loans with
similar credit estimates in the same transaction.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated September 29, 2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 12, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 36% to
$804.1 million from $1.3 billion at securitization. The
Certificates are collateralized by 85 mortgage loans ranging in
size from less than 1% to 10% of the pool, with the top ten loans
representing 47% of the pool. The pool contains one loan with an
investment grade credit estimate that represents 4% of the pool.
Six loans, representing 4% of the pool, have defeased and are
collateralized with U.S. Government securities.

Nineteen loans, representing 27% 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's (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Three loans have been liquidated from the pool, resulting in an
aggregate realized loss of $14 million (52% loss severity
overall). Seven loans, representing 4% of the pool, are currently
in special servicing. The master servicer has recognized an
aggregate $12.8 million appraisal reduction for four of the
specially serviced loans. Moody's has estimated an aggregate
$11 million loss (47% expected loss on average) for the specially
serviced loans.

Moody's has assumed a high default probability for 10 poorly
performing loans representing 7% of the pool and has estimated a
$11.7 million aggregate loss (20% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2009 and partial/full year
2010 operating results for 95% and 84% of the pool's non-defeased
loans, respectively. Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 88% compared to 85% at
Moody's prior 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 9.0%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.35X and 1.19X, respectively, compared to
1.57X and 1.21X 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.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 23 compared to 23 at Moody's prior review.

The loan with a credit estimate is the Northpark Mall loan
($35.7 million -- 4.4% of the pool) which is secured by an 809,166
square foot (SF) enclosed regional mall located Joplin, Missouri.
Overall occupancy as of December 2010 was 97%, which is consistent
with occupancy at the prior review and at securitization. JC
Penney, Sears, Shopko and Macy's are the anchor tenants. Moody's
credit estimate and stressed DSCR are Aa2 and 2.0X, respectively,
the same at last review.

The top three performing conduit loans represent 25% of the pool
balance. The largest loan is the Harbor Plaza loan ($78 million --
9.7% of the pool), which is secured by a 740,000 SF Class A office
complex located in Stamford, Connecticut. The property was 71%
leased as of January 2011 compared to 68% as of December 2009.
Performance has been stable since last review, despite the
challenging leasing conditions in the Stamford office market.
Moody's analysis reflects a stressed cash flow due to Moody's
concerns about potential volatility due to near-term lease
expirations. The loan is on the master servicer's watchlist.
Moody's LTV and stressed DSCR are 117% and 0.83X, respectively,
compared to 106% and 0.92X at last review.

The second largest loan is the Hometown America Portfolio IV Loan
($73 million -- 9.1% of the pool), which is secured by six
manufactured home communities located in Florida, Michigan,
Colorado and North Dakota. The portfolio contains 2,727 pads with
individual properties ranging from 201 to 1,000 pads. The
portfolio's occupancy as of December 2010 was 75% compared to 80%
as of December 2009. Moody's LTV and stressed DSCR are 92% and
1.06X, respectively, compared to 87% and 1.12X at last review.

The third largest loan is the Santee Trolley Square Loan
($49.9 million -- 6.2% of the pool), which is secured by a 311,430
SF retail power center located in Santee, California. Occupancy as
of December 2010 was 98%, the same as of December 2009. Although
not part of the collateral, a 127,000 SF Target is an anchor
tenant. Property performance has been stable. Moody's LTV and
stressed DSCR are 93% and 1.01X, respectively, compared to 95% and
0.99X at last review.


KEY COMMERCIAL: Moody's Affirms Ratings on 13 CMBS Classes
----------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of 13
classes of Key Commercial Mortgage Securities Trust 2007-SL1,
Commercial Mortgage Pass-Through Certificates, Series 2007-SL1:

   -- Cl. A-1, Affirmed at A3 (sf); previously on Mar 18, 2010
      Downgraded to A3(sf)

   -- Cl. A-2, Affirmed at A3 (sf); previously on Mar 18, 2010
      Downgraded to A3(sf)

   -- Cl. A-1A, Affirmed at A3 (sf); previously on Mar 18, 2010
      Downgraded to A3(sf)

   -- Cl.  X, Affirmed at A3 (sf); previously on Mar 18, 2010
      Downgraded to A3(sf)

   -- Cl. B, Affirmed at Baa3 (sf); previously on Mar 18, 2010
      Downgraded to Baa3(sf)

   -- Cl. C, Affirmed at B2 (sf); previously on Mar 18, 2010
      Downgraded to B2(sf)

   -- Cl. D, AFfirmed at Caa2 (sf); previously on Sep 16, 2010
      Downgraded to Caa2(sf)

   -- Cl. E, Affirmed at Caa3 (sf); previously on Sep 16, 2010
      Downgraded to Caa3(sf)

   -- Cl. F, Affirmed at Ca (sf); previously on Sep 16, 2010
      Downgraded to Ca(sf)

   -- Cl. G, Affirmed at C(sf); previously on Sep 16, 2010  
      Downgraded to C(sf)

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

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

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

Ratings Rationale

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

This transaction is classified as a small balance CMBS
transaction.  Small balance transactions, which represent
approximately 1% of the Moody's rated conduit/fusion universe,
have generally experienced higher defaults and losses than
traditional conduit and fusion transactions.

Moody's rating action reflects a cumulative base expected
loss of 4.4% of the current balance.  At last review,
Moody's cumulative base expected loss was 5.2%.  Moody's
stressed scenario loss is 17.0% of the current balance.  
Moody's provides a current list of base and stress scenario
losses for conduit and fusion CMBS transactions 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 current
sluggish macroeconomic environment and varying performance in
the commercial real estate property markets.  However, Moody's
expects to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011.  The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy.  The availability of debt
capital continues to improve with terms returning toward market
norms.  Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Small Loan Transactions" rating methodology published
in December 2004.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the underlying rating of the
loan which corresponds to a range of credit enhancement levels.  
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the underlying rating level, is incorporated for
loans with similar credit estimates in the same transaction.

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 86 compared to 88 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 September 16, 2010.  

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 15, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 14% to
$203.22 million from $237.49 million at securitization.  
The Certificates are collateralized by 141 mortgage loans
ranging in size from less than 1% to 4% of the pool, with the
top ten loans representing 24% of the pool.

Fifty-five loans, representing 41% 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
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Three loans have been liquidated from the pool since
securitization, resulting in an aggregate $2.7 million loss (70%
loss severity on average).  Six loans, representing 3% of the
pool, are currently in special servicing.  The master servicer has
recognized an aggregate $752,950 appraisal reduction for three of
the specially serviced loans.  Moody's has estimated an aggregate
$4.2 million loss (70% expected loss on average) for the specially
serviced loans.


KKR FINANCIAL: Moody's Upgrades Ratings on 5 Classes of Notes
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by KKR Financial CLO 2006-1, Ltd.:

   -- US$334,000,000 Class A-1 Senior Secured Floating Rate Notes
      Due 2018 (current outstanding balance of $309,779,791.68),
      Upgraded to Aa1 (sf); previously on February 13, 2009
      Downgraded to Aa2 (sf);

   -- US$69,000,000 Class A-2b Senior Secured Floating Rate Notes
      Due 2018, Upgraded to Aa2 (sf); previously on February 13,
      2009 Downgraded to A1 (sf);

   -- US$43,000,000 Class B Senior Secured Floating Rate Notes Due
      2018, Upgraded to A1 (sf); previously on February 13, 2009
      Downgraded to Baa1 (sf);

   -- US$87,000,000 Class C Deferrable Mezzanine Secured Floating
      Rate Notes Due 2018 (current outstanding balance of
      $74,500,000), Upgraded to Baa1 (sf); previously on
      August 18, 2009 Upgraded to Ba1 (sf).

   -- US$48,000,000 Class E Deferrable Mezzanine Secured Floating
      Rate Notes Due 2018 (current outstanding balance of
      $30,000,000), Upgraded to Baa3 (sf); previously on
      August 18, 2009 Upgraded to Ba3 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes
result primarily from improvement in the transaction's
overcollateralization ratios since the rating action in August
2009. The Class AB, Class D and Class E overcollateralization
ratios are reported at 160.14%, 142.68% and136.67%, respectively,
versus August 2009 levels of 144.85%, 128.87% and 123.18%,
respectively.

Moody's also notes that the credit profile of the underlying
portfolio has been relatively stable since the last rating action.
Based on the March 2011 trustee report, the weighted average
rating factor is 3,533 compared to 3,449 in July 2009, and
securities rated Caa1/CCC+ or lower make up approximately 23% of
the underlying portfolio versus 29% in July 2009. Additionally,
defaulted securities total about $15 million of the underlying
portfolio compared to $70 million in August 2009.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," 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 $1.0 billion, defaulted par of $23 million, a
weighted average default probability of 36.28% (implying a WARF of
4909), a weighted average recovery rate upon default of 38.68%,
and a diversity score of 30. These 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.

KKR Financial CLO 2006-1, Ltd., issued in September 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

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% (3927)

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

Moody's Adjusted WARF + 20% (5891)

   -- Class A-1: -2
   -- Class A-2a: 0
   -- Class A-2b: -2
   -- Class B: -2
   -- Class C: -2
   -- Class E: -1

Moody's notes that this transaction is subject to a high level
of macroeconomic uncertainty, as evidenced by 1) uncertainties
of credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 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:

1. 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.

2. Other collateral quality metrics: The deal is allowed to
   reinvest and the manager has the ability to deteriorate the
   collateral quality metrics' existing cushions against the
   covenant levels. Moody's analyzed the impact of assuming lower
   of reported and covenanted values for weighted average life,
   weighted average rating factor, weighted average spread,
   weighted average coupon, and diversity score. However, as part
   of the base case, Moody's considered spread levels higher than
   the covenant levels due to the large difference between the
   reported and covenant levels.

3. The deal has a pay-fixed receive-floating interest rate swap
   that is currently out of the money. If fixed rate assets prepay  
   or default, there would be a more substantial mismatch between
   the swap notional and the amount of fixed assets. In such
   cases, payments to hedge counterparties may consume a large
   portion or all of the interest proceeds, leaving the
   transaction, even with respect to the senior notes, with poor
   interest coverage. Payment timing mismatches between assets and
   liabilities may cause additional concerns. If the deal does not
   receive sufficient projected principal proceeds on the payment
   date to supplement the interest proceeds shortfall, a
   heightened risk of interest payment default could occur.
   Similarly, if principal proceeds are used to pay interest,
   there may ultimately be a risk of payment default on the
   principal of the notes.


LANDMARK II CDO: Moody's Upgrades CLO Notes Rating to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service has upgraded the rating of these notes
issued by Landmark II CDO Ltd.:

   -- $12,000,000 Class B Second Priority Floating Rate Notes Due
      2012 (current balance of $8,216,912), Upgraded to Ba1 (sf);
      previously on Feb 24, 2010 Downgraded to B1 (sf)

Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from the delevering of the Class A Notes and Class B
Notes. The Class A Notes have been paid in full, and the Class B
Notes have been paid down by approximately 32% or $3.78 million
since the rating action in February 2010. As a result of the
delevering, the overcollateralization ratio of the Class B Notes
has increased since the rating action in February 2010. As of the
latest trustee report dated March 31, 2011, the Class B
overcollateralization ratio is reported at 220.2% versus the
December 2009 level of 144.1%.

The rating action also reflects that interest payments to the
Class B Notes have resumed. On June 4, 2009, the trustee filed a
statutory interpleader action with the United States District
Court for the Southern District of New York, asking the court to
order the holders of all notes and preference shares to interplead
on the issue of the existence and continuation of an Event of
Default and related demand for acceleration described in certain
previous notices. Beginning on the June 1, 2009 payment date, the
trustee started depositing, among other amounts, interest payments
owed to the Class B Notes in a separate escrow account pending the
resolution of the interpleader action by the court. As a result
when Moody's downgraded the Class B Notes in February 2010,
Moody's viewed the missed payments of interest as a default, and
analyzed the nonpayment of interest on Class B Notes according to
the guidelines set forth in the publication "Moody's Approach to
Rating Structured Finance Securities in Default," dated
November 11, 2009.

On the March 1, 2011 payment date the Class A Notes were paid in
full, and consequently all previously unpaid interest held in
escrow was released to the Class B noteholders. The upgrade of the
Class B Notes' rating considers both the resumption of interest
payments and partial amortization of the Class B Notes since
Moody's last rating action. Notwithstanding these positive factors
and resolution of certain issues by the court, uncertainty
surrounding potential prejudgment payments could potentially
affect future Class B Notes' interest payments, which is also
considered in the rating action.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," 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 $22.5 million, defaulted par of $7.4 million,
a weighted average default probability of 23.9% (implying a WARF
of 5648), a weighted average recovery rate upon default of 38.27%,
and a diversity score of 16. These 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.

Landmark II CDO Ltd., issued on September 18, 2002, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodology used in this rating was the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009. In addition, due to the low
diversity of the collateral pool, CDOROM 2.8 was used to simulate
a default distribution that was then applied as an input in the
cash flow model.

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% (4518)

   -- Class B: 0
   -- Class C: 0
   -- Class D: 0

Moody's Adjusted WARF + 20% (6778)

   -- Class B: 0
   -- Class C: 0
   -- 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 speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

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

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

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


LASALLE COMMERCIAL: Moody's Affirms Two CMBS Classes Rating at 'C'
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of two classes of
LaSalle Commercial Mortgage Securities Inc., Series 2006-MF3:

   -- Cl.r A, Affirmed at C (sf); previously on Sep 9, 2010
      Downgraded to C (sf)

   -- Cl.r X, Affirmed at C (sf); previously on Sep 9, 2010
      Downgraded to C (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.

This transaction is classified as a small balance CMBS
transaction. Small balance transactions, which represent less than
1% of the Moody's rated conduit/fusion universe, have generally
experienced higher defaults and losses than traditional conduit
and fusion transactions.

Moody's rating action reflects a cumulative base expected loss of
15.6% of the current balance. At last review, Moody's cumulative
base expected loss was 17.9%. Moody's stressed scenario loss is
22.6% of the current balance. Moody's provides a current list of
base and stress scenario 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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Small Loan Transactions" rating methodology published
in December 2004.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the underlying rating of the loan
which corresponds to a range of credit enhancement levels. Actual
fusion credit enhancement levels are selected based on loan level
diversity, pool leverage and other concentrations and correlations
within the pool. Negative pooling, or adding credit enhancement at
the underlying rating level, is incorporated for loans with
similar credit estimates in the same transaction.

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 166 compared to 206 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 September 9, 2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 20, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 43% to
$280.7 million from $493.4 million at securitization. The
Certificates are collateralized by 282 mortgage loans ranging in
size from less than 1% to 1.5% of the pool, with the top ten loans
representing 12% of the pool.

Eighty-three loans, representing 27% 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's (CREFC) monthly reporting package. As
part of Moody's ongoing monitoring of a transaction, Moody's
reviews the watchlist to assess which loans have material issues
that could impact performance.

Eighty-one loans have been liquidated from the pool since
securitization, resulting in an aggregate $61.0 million loss (68%
loss severity on average). Realized losses have resulted in 100%
principal loss to Classes B through N. At Moody's prior review,
the aggregate realized losses represented $53.7 million. Fifty-
seven loans, representing 20% of the pool, are currently in
special servicing. The master servicer has recognized an aggregate
$10.2 million appraisal reduction for 32 of the specially serviced
loans. Moody's has estimated an aggregate $28.6 million loss (68%
expected loss on average) for the specially serviced loans.

Moody's has assumed a high default probability on 34 loans
representing, 12% of the pool. These loans are on the watch list
due to poor performance. Moody's has estimated a $4.9 million
aggregate loss (20% expected loss based on a 50% default
probability) from these loans. Moody's rating action recognizes
potential uncertainty around the timing and magnitude of losses
from these troubled loans.

The pool has also experienced significant interest shortfalls.
Based on the most recent remittance statement, Classes B through N
have experienced cumulative interest shortfalls totaling $1.04
million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans. Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs) and
extraordinary trust expenses.


LASALLE COMMERCIAL: Moody's Affirms 4 CMBS Classes of 2007-MF5
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of four classes of
LaSalle Commercial Mortgage Securities Inc., Series 2007-MF5:

   -- Cl.r A, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

   -- Cl.r B, Affirmed at C (sf); previously on Jan 28, 2010
      Downgraded to C (sf)

   -- Cl.r C, Affirmed at C (sf); previously on Jan 28, 2010
      Downgraded to C (sf)

   -- Cl.r X, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (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.

This transaction is classified as a small balance CMBS
transaction. Small balance transactions, which represent less than
1% of the Moody's rated conduit/fusion universe, have generally
experienced higher defaults and losses than traditional conduit
and fusion transactions.

Moody's rating action reflects a cumulative base expected loss of
12.9% of the current balance. At last review, Moody's cumulative
base expected loss was 15.1%. Moody's stressed scenario loss is
19.9% of the current balance. Moody's provides a current list of
base and stress scenario 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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Small Loan Transactions" rating methodology published
in December 2004.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the underlying rating of the loan
which corresponds to a range of credit enhancement levels. Actual
fusion credit enhancement levels are selected based on loan level
diversity, pool leverage and other concentrations and correlations
within the pool. Negative pooling, or adding credit enhancement at
the underlying rating level, is incorporated for loans with
similar credit estimates in the same transaction.

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 180 compared to 224 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 September 16, 2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 20, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 26% to
$363.4 million from $488.3 million at securitization. The
Certificates are collateralized by 304 mortgage loans ranging in
size from less than 1% to 1.4% of the pool, with the top ten loans
representing 12% of the pool.

Eight-three loans, representing 26% 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's (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Forty-eight loans have been liquidated from the pool since
securitization, resulting in an aggregate $42.3 million loss (69%
loss severity on average). Realized losses have resulted in 100%
principal loss to Classes D through N and an 29% principal loss to
Class C. At Moody's prior review, aggregate realized losses
represented $14.5 million. Forty-two loans, representing 15% of
the pool, are currently in special servicing. The master servicer
has recognized an aggregate $22.9 million appraisal reduction for
32 of the specially serviced loans. Moody's has estimated an
aggregate $22.1 million loss (69% expected loss on average) for
the specially serviced loans.

Moody's has assumed a high default probability on 27 loans,
representing 7% of the pool. These loans are on the watch list due
to poor performance. Moody's has estimated a $5.2 million
aggregate loss (20% expected loss based on a 50% default
probability) from these loans. Moody's rating action recognizes
potential uncertainty around the timing and magnitude of losses
from these troubled loans.

The pool has also experienced significant interest shortfalls.
Based on the most recent remittance statement, Classes B through
N have experienced cumulative interest shortfalls totaling
$3.69 million. Moody's anticipates that the pool will continue
to experience interest shortfalls because of the high exposure
to specially serviced loans. Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs) and
extraordinary trust expenses.


LASALLE COMMERCIAL: Moody's Affirms 3 CMBS Classes of 2006-MF4
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of three classes of
LaSalle Commercial Mortgage Securities Inc., Series 2006-MF4:

   -- Cl.r A, Affirmed at C (sf); previously on Sep 9, 2010
      Downgraded to C (sf)

   -- Cl.r B, Affirmed at C (sf); previously on Jan 28, 2010
      Downgraded to C (sf)

   -- Cl.r X, Affirmed at C (sf); previously on Sep 9, 2010
      Downgraded to C (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.

This transaction is classified as a small balance CMBS
transaction. Small balance transactions, which represent less than
1% of the Moody's rated conduit/fusion universe, have generally
experienced higher defaults and losses than traditional conduit
and fusion transactions.

Moody's rating action reflects a cumulative base expected loss of
10.3% of the current balance. At last review, Moody's cumulative
base expected loss was 13%. Moody's stressed scenario loss is
17.6% of the current balance. Moody's provides a current list of
base and stress scenario 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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Small Loan Transactions" rating methodology published
in December 2004.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the underlying rating of the loan
which corresponds to a range of credit enhancement levels. Actual
fusion credit enhancement levels are selected based on loan level
diversity, pool leverage and other concentrations and correlations
within the pool. Negative pooling, or adding credit enhancement at
the underlying rating level, is incorporated for loans with
similar credit estimates in the same transaction.

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 171 compared to 217 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 September 9, 2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 20, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 32% to
$305.7 million from $450.9 million at securitization. The
Certificates are collateralized by 265 mortgage loans ranging in
size from less than 1% to 1.6% of the pool, with the top ten loans
representing 12% of the pool.

Seventy-eight loans, representing 27% 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's (CREFC) monthly reporting package. As
part of Moody's ongoing monitoring of a transaction, Moody's
reviews the watchlist to assess which loans have material issues
that could impact performance.

Fifty-nine loans have been liquidated from the pool since
securitization, resulting in an aggregate $51.0 million loss (61%
loss severity on average). Realized losses have resulted in 100%
principal loss to Classes C through N and an 25% principal loss to
Class B. At Moody's prior review, aggregate realized losses
represented $17.7 million. Thirty-seven loans, representing 14% of
the pool, are currently in special servicing. The master servicer
has recognized an aggregate $19.9 million appraisal reduction for
28 of the specially serviced loans. Moody's has estimated an
aggregate $15.9 million loss (61% expected loss on average) for
the specially serviced loans.

Moody's has assumed a high default probability on 25 loans
representing, 11% of the pool. These loans are on the watch list
due to poor performance. Moody's has estimated a $6.6 million
aggregate loss (20% expected loss based on a 50% default
probability) from these loans. Moody's rating action recognizes
potential uncertainty around the timing and magnitude of losses
from these troubled loans.

The pool has also experienced significant interest shortfalls.
Based on the most recent remittance statement, Classes B through
N have experienced cumulative interest shortfalls totaling
$2.6 million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans. Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs) and
extraordinary trust expenses.


LASALLE COMMERCIAL: Moody's Affirms C Rating on 2 CMBS Classes
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of two classes of
LaSalle Commercial Mortgage Securities Inc., Series 2006-MF2:

   -- Cl.r A, Affirmed at C (sf); previously on Sep 9, 2010
      Downgraded to C (sf)

   -- Cl.r X, Affirmed at C (sf); previously on Sep 9, 2010
      Downgraded to C (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.

This transaction is classified as a small balance CMBS
transaction. Small balance transactions, which represent less than
1% of the Moody's rated conduit/fusion universe, have generally
experienced higher defaults and losses than traditional conduit
and fusion transactions.

Moody's rating action reflects a cumulative base expected loss of
10% of the current balance. At last review, Moody's cumulative
base expected loss was 15.9%. Moody's stressed scenario loss is
17.7% of the current balance. Moody's provides a current list of
base and stress scenario 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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Small Loan Transactions" rating methodology published
in December 2004.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the underlying rating of the loan
which corresponds to a range of credit enhancement levels. Actual
fusion credit enhancement levels are selected based on loan level
diversity, pool leverage and other concentrations and correlations
within the pool. Negative pooling, or adding credit enhancement at
the underlying rating level, is incorporated for loans with
similar credit estimates in the same transaction.

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 118 compared to 227 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 September 9, 2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 20, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 45% to
$273.1 million from $495.5 million at securitization. The
Certificates are collateralized by 312 mortgage loans ranging in
size from less than 1% to 1.5% of the pool, with the top ten loans
representing 11% of the pool.

Eighty-seven loans, representing 25% 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's (CREFC) monthly reporting package. As
part of Moody's ongoing monitoring of a transaction, Moody's
reviews the watchlist to assess which loans have material issues
that could impact performance.

Seventy-three loans have been liquidated from the pool since
securitization, resulting in an aggregate $62.0 million loss (66%
loss severity on average). Realized losses have resulted in 100%
principal loss to Classes B through N. At Moody's prior review,
the pool had experienced an aggregate $47.5 million loss. Seventy-
three loans, representing 25% of the pool, are currently in
special servicing. The master servicer has recognized an aggregate
$7.47 million appraisal reduction for 22 of the specially serviced
loans. Moody's has estimated an aggregate $12.8 million loss (66%
expected loss on average) for the specially serviced loans.

Moody's has assumed a high default probability on 33 loans
representing, 9% of the pool. These loans are on the watch list
due to poor performance. Moody's has estimated a $4.9 million
aggregate loss (20% expected loss based on a 50% default
probability) from these loans.

The pool has also experienced significant interest shortfalls.
Based on the most recent remittance statement, Classes B through
N have experienced cumulative interest shortfalls totaling
$3.4 million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans. Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs) and
extraordinary trust expenses.


LASALLE COMMERCIAL: Moody's Affirms Ratings on Four CMBS Classes
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of four classes of
LaSalle Commercial Mortgage Securities Inc., Series 2005-MF1:

   -- Cl.  A, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

   -- Cl.  B, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

   -- Cl.  C, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

   -- Cl.  X, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

Ratings Rationale

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

This transaction is classified as a small balance CMBS
transaction.  Small balance transactions, which represent
approximately 1% of the Moody's rated conduit/fusion universe,
have generally experienced higher defaults and losses than
traditional conduit and fusion transactions.

Moody's rating action reflects a cumulative base expected
loss of 13.8% of the current balance.  At last review,
Moody's cumulative base expected loss was 14.5%.  Moody's
stressed scenario loss is 29.5% of the current balance.  
Moody's provides a current list of base and stress scenario
losses for conduit and fusion CMBS transactions 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 current
sluggish macroeconomic environment and varying performance in
the commercial real estate property markets.  However, Moody's
expects to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011.  The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy.  The availability of debt
capital continues to improve with terms returning toward market
norms.  Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Small Loan Transactions" rating methodology published
in December 2004.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the underlying rating of the
loan which corresponds to a range of credit enhancement levels.  
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the underlying rating level, is incorporated for
loans with similar credit estimates in the same transaction.

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 162 compared to 173 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 September 16, 2010.  

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the March 21, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 44% to
$217.96 million from $387.35 million at securitization.  The
Certificates are collateralized by 228 mortgage loans ranging
in size from less than 1% to 2% of the pool, with the top ten
loans representing 12% of the pool.

Sixty-nine loans, representing 30% 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
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Thirty-eight loans have been liquidated from the pool since
securitization, resulting in an aggregate $30. 8 million loss (70%
loss severity on average).  Realized losses have resulted in 100%
principal loss to Classes D through N and an 11% principal loss to
Class C.  Thirty-one loans, representing 14% of the pool, are
currently in special servicing.  The master servicer has
recognized an aggregate $13.9 million appraisal reduction for ten
of the specially serviced loans.  Moody's has estimated an
aggregate $22.0 million loss (70% expected loss on average) for
the specially serviced loans.

The pool has also experienced significant interest shortfalls.  
Based on the most recent remittance statement, Classes C through
N have experienced cumulative interest shortfalls totaling
$2.4 million.  Moody's anticipates that the pool will continue
to experience interest shortfalls because of the high exposure
to specially serviced loans.  Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs) and
extraordinary trust expenses.


LAWRENCE COUNTY: Moody's Upgrades LOC Rating From 'Ba3'
-------------------------------------------------------
Moody's Investors Service upgrades to A2/VMIG 1 from Ba3/SG the
rating of the Lawrence County Industrial Development Authority
Variable Rate Revenue Bonds (Villa Maria Project), Series 2003 in
conjunction with the substitution of the current letter of credit
securing the Bonds provided by Allied Irish Banks p.l.c. with a
new letter of credit to be provided for the Bonds by PNC Bank,
National Association.

Summary Ratings Rationale

Upon the substitution of the letter of credit, currently scheduled
for April 28, 2011, the rating will be based upon: (i) the direct-
pay letter of credit provided by the Bank, (ii) the structure and
legal protections of the transaction, which ensure timely payment
of debt service and purchase price to bondholders; and (iii)
Moody's evaluation of the credit quality of the Bank issuing the
letter of credit.

PNC Bank, N.A. is currently rated A2 for long-term other senior
obligations (OSO) and Prime-1 for short-term OSO.

Detailed Credit Discussion

Interest Rate Modes And Payment

The Bonds will continue to bear interest in the weekly rate mode
and interest will continue to be paid quarterly on the first (1st)
Thursday of each January, April, July, and October. The Trust
Indenture permits conversion of the Bonds, in whole, to bear
interest at a long-term or fixed interest rate mode and are
subject to mandatory tender at a price of par plus accrued
interest upon conversion. Moody's rating on the Bonds applies only
to Bonds bearing interest in the weekly interest rate mode.

Additional Bonds

The issuance of additional Bonds is not permitted in the Trust
Indenture.

Flow of Funds

The trustee is instructed to draw under the letter of credit by
10:00 a.m. on the business day preceding the interest or principal
payment date in order to receive sufficient funds for payments of
principal and accrued interest thereon when due. The trustee is
also instructed to draw under the letter of credit by 11:00 a.m.
for purchase price on each purchase date to the extent remarketing
proceeds received are insufficient. Bonds which are purchased by
the Bank due to a failed remarketing will not be released by the
trustee unless the trustee has received confirmation that the
letter of credit has been reinstated in the amount of the purchase
price drawn for such bonds. (All times refer to local time in
effect in Cleveland, Ohio).

Letter of Credit

The letter of credit is sized for full principal plus one hundred
and eight (108) days of interest at the maximum rate applicable to
the Bonds (8%) and will provide coverage for Bonds while they bear
interest in the weekly interest rate mode only. The letter of
credit shall be governed and construed in accordance with the
Uniform Customs and Practice for Documentary Credits, UCP
Publication No. 600 (2007 revision).

Draws on The Letter Of Credit

Conforming draws for principal or interest presented to the Bank
at or prior to 11:00 a.m. on a business day will be honored by the
Bank by 1:00 p.m. on the next business day, or such later date as
specified by the trustee. Conforming draws for purchase price
presented to the Bank at or prior to 11:00 a.m. on a business day
will be honored by the Bank by 2:00 p.m. on the same business day,
or such later date as specified by the trustee. (All times refer
to local time in effect in Pittsburgh, Pennsylvania).
Reinstatement Of Interest Draws

Draws made under the letter of credit for interest shall be
automatically reinstated upon each such drawing.

Reimbursement Agreement Defaults

Pursuant to the Trust Indenture, the Bank may, at its option,
deliver written notice to the trustee stating that an event of
default under the reimbursement agreement has occurred and direct
the trustee to accelerate or cause a mandatory tender of the
Bonds. If directed to accelerate the Bonds, the trustee shall
declare the principal of all Bonds outstanding, together with
interest accrued thereon, to be due and payable immediately, and
upon such declaration, the principal and accrued interest on all
the Bonds shall become and be immediately due and payable. The
trustee shall, on or before 10:00 a.m. (Cleveland, Ohio time) on
the business day prior to date on which principal and interest
shall be due and payable pursuant to such declaration of
acceleration, draw on the letter of credit for payment of the
entire amount due. Interest will cease to accrue upon the payment
date. If directed to cause a mandatory tender, the trustee shall
cause such mandatory tender as directed by the Bank. In connection
with a reimbursement agreement default, the letter of credit only
expires upon the honoring of an acceleration drawing.

Expiration / Termination Of The Letter Of Credit

The letter of credit will terminate upon the earliest to occur of:
(i) April 28, 2016 (stated expiration date); (ii) the date the
Bank receives a certificate from trustee to the effect that there
are no Bonds outstanding other than Bonds secured by an alternate
Letter of Credit; (iii) the date on which the final drawing
available under the LOC is honored by the Bank; or, (iv) on the
date of the honoring by the Bank of the draw on the Letter of
Credit made by the Trustee following trustee's receipt of notice
from the Bank of an event of default under the reimbursement
agreement directing the trustee to accelerate the Bonds.

Substitution

Substitution of the letter of credit is permitted. The Bonds are
subject to mandatory tender on the proposed effective date of a
substitute letter of credit. The trustee is instructed to draw on
the existing letter of credit and shall not surrender such letter
of credit for cancellation until all draws have been honored.

Optional Tenders

Bondholders may, at their option, tender their Bonds during the
weekly interest rate mode, on any business day by providing
written notice to the tender agent by 12:00 pm at least seven (7)
days prior to the purchase date.

Mandatory Purchases

The Bonds are subject to mandatory tender on the these dates:
(i) at end of any long-term rate period of one (1) year or longer;
(ii) on each interest rate conversion date or proposed interest
rate conversion date;; (iii) on earlier of (a) the interest
payment date preceding the expiration or termination of the letter
of credit, or (b) two (2) business days immediately preceding the
expiration or termination of the letter of credit; (iv) on
proposed effective date of alternate letter of credit; and, (v) as
directed by the Bank upon notice to the trustee of event of
default under the reimbursement agreement directing a mandatory
tender.

Mandatory Redemption

The Bonds are subject to a mandatory redemption upon a
determination of taxability, on a date not later than twenty (20)
days following receipt by trustee of notice of a determination of
taxability. Furthermore, when the Bonds bear interest at the fixed
rate mode, the Bonds are subject to mandatory sinking fund
redemptions.

What Could Change The Rating Up

Long-Term: The long-term rating on the Bonds could be raised if
the long-term other senior obligation (OSO) rating on the Bank was
upgraded.

Short-Term: Not applicable.

What Could Change The Rating Down

Long-Term: The long-term rating on the Bonds could be lowered if
the long-term OSO rating on the Bank was downgraded.

Short-Term: The short-term rating on the Bonds could be lowered if
the short-term OSO rating on the Bank was downgraded.

Key Contacts

Trustee: The Huntington National Bank

Remarketing Agent: PNC Capital Markets LLC

The last rating action on the Bonds took place on April 18, 2011,
when the long-term rating was downgraded to Ba3 from Baa3 (on
watch for downgrade) and the short-term rating was downgraded to
SG from VMIG 3 (on watch for downgrade).

Principal Methodology Used

The principal methodology used in this rating was Moody's
Methodology for Rating U.S. Public Finance Transactions Based on
the Credit Substitution Approach (August 2009).


LB-UBS 2003-C1: Fitch Cuts Ratings on 3 Classes
-----------------------------------------------
Fitch Ratings has downgraded three classes and affirmed 15 classes
of LBUBS commercial mortgage pass-through certificates, series
2003-C1.

The downgrades reflect an increase in Fitch expected losses across
the pool. Fitch has assigned a Positive Rating Outlook to classes
H through K reflecting the potential for future upgrades.
Additionally, Fitch applied a deterministic test to the third
largest loan in the pool. This test assumes the loan defaults with
a 50% loss severity; given this additional stress, current credit
enhancement levels were sufficient to affirm the ratings.

Fitch modeled losses of 2.95% of the remaining pool. Fitch has
designated 13 loans (9.2%) as Fitch Loans of Concern, which
includes one specially serviced loan (0.6%).

As of the April 2011 distribution date, the deal has paid down
approximately 35.8% to $880.8 million from $1.37 billion at
issuance. There are 88 of the original 114 loans remaining in the
transaction, 16 of which have defeased (29.3% of the current
transaction balance).

The largest contributor to loss (1.6% of the outstanding pool
balance) is secured by a 138,646 square foot (sf) office property
located in Columbia, MD. The loan's debt service coverage ratio
(DSCR) dropped to 0.65 times (x) as of December 2010, due to a
recent increase in expenses as well as declining occupancy. The
property reported occupancy of 65%, as of December 2010, which was
down from 69% at year-end 2009. Fitch expects the loan, which has
a stressed Fitch Loan to Value (LTV) of 166% will not refinance at
maturity, as it does not pass Fitch's maturity stress.

The next largest contributor to losses (0.6%) is a specially
serviced loan, which is secured by an industrial property in
West Springfield, MA. The loan has an outstanding balance of
approximately $5.5 million. Per the servicer's Watchlist comments,
the special servicer will pursue a note sale.

Fitch has downgraded and assigned Recovery Ratings to these
ratings:

   -- $10.3 million class P to 'CCC/RR1' from 'B+/LS5;
   -- $5.1 million class Q to 'CC/RR1' from 'B/LS5';
   -- $5.1 million class S to 'C/RR1' from 'B-/LS5'.

In addition, Fitch has affirmed, revised Rating Outlooks and LS
ratings:

   -- $50.8 million class A-3 at 'AAA/LS1'; Outlook Stable;
   -- $537.5 million class A-4 at 'AAA/LS1'; Outlook Stable;
   -- $65.7 million class A-1b at 'AAA/LS1'; Outlook Stable;
   -- $25.7 million class B at 'AAA/LS1'; Outlook Stable;
   -- $25.7 million class C at 'AAA/LS1'; Outlook Stable;
   -- $20.6 million class D at 'AAA/LS1'; Outlook Stable;
   -- $18.9 million class E at 'AAA/LS1'; Outlook Stable;
   -- $17.1 million class F at 'AAA/LS1'; Outlook Stable;
   -- $18.9 million class G at 'AAA/LS1'; Outlook Stable;
   -- $18.9 million class H at 'AA/LS1'; Outlook Positive;
   -- $12 million class J at 'A/LS3'; Outlook Positive;
   -- $10.3 million class K at'A-/LS3'; Outlook Positive;
   -- $18.9 million class L at 'BBB/LS5'; Outlook Stable;
   -- $6.9 million class M at 'BBB-/LS4'; Outlook Stable;
   -- $6.9 million class N at 'BB/LS5'; Outlook Stable.

Classes A-1 and A-2 as well as the interest only class X-CP have
paid in full. Fitch does not rate the $5.6 million class T.
Fitch withdraws the rating on the interest-only class X-CL.


LB-UBS COMMERCIAL: Moody's Affirms Ratings on 23 CMBS Classes
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 23 classes of
LB-UBS Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2004-C7:

   -- Cl. A-3, Affirmed at Aaa (sf); previously on Nov 9, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-4, Affirmed at Aaa (sf); previously on Nov 9, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-5, Affirmed at Aaa (sf); previously on Nov 9, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-6, Affirmed at Aaa (sf); previously on Nov 9, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. X-CL, Affirmed at Aaa (sf); previously on Nov 9, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. X-CP, Affirmed at Aaa (sf); previously on Nov 9, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. X-OL, Affirmed at Aaa (sf); previously on Nov 9, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-1A, Affirmed at Aaa (sf); previously on Nov 9, 2004
      Definitive Rating Assigned Aaa (sf)

   -- Cl. B, Affirmed at Aa1 (sf); previously on Jul 14, 2010
      Confirmed at Aa1 (sf)

   -- Cl. C, Affirmed at Aa2 (sf); previously on Jul 14, 2010
      Confirmed at Aa2 (sf)

   -- Cl. D, Affirmed at A1 (sf); previously on Jul 14, 2010
      Downgraded to A1 (sf)

   -- Cl. E, Affirmed at A3 (sf); previously on Jul 14, 2010
      Downgraded to A3 (sf)

   -- Cl. F, Affirmed at Baa2 (sf); previously on Jul 14, 2010
      Downgraded to Baa2 (sf)

   -- Cl. G, Affirmed at Ba1 (sf); previously on Jul 14, 2010
      Downgraded to Ba1 (sf)

   -- Cl. H, Affirmed at Ba2 (sf); previously on Jul 14, 2010
      Downgraded to Ba2 (sf)

   -- Cl. J, Affirmed at B2 (sf); previously on Jul 14, 2010
      Downgraded to B2 (sf)

   -- Cl. K, Affirmed at Caa2 (sf); previously on Jul 14, 2010
      Downgraded to Caa2 (sf)

   -- Cl. L, Affirmed at Caa3 (sf); previously on Jul 14, 2010
      Downgraded to Caa3 (sf)

   -- Cl. M, Affirmed at Ca (sf); previously on Jul 14, 2010
      Downgraded to Ca (sf)

   -- Cl. N, Affirmed at C (sf); previously on Jul 14, 2010
      Downgraded to C (sf)

   -- Cl. P, Affirmed at C (sf); previously on Jul 14, 2010
      Downgraded to C (sf)

   -- Cl. Q, Affirmed at C (sf); previously on Jul 14, 2010
      Downgraded to C (sf)

   -- Cl. S, Affirmed at C (sf); previously on Jul 14, 2010
      Downgraded to C (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 cumulative base expected
loss of 3.9% of the current balance.  At last review,
Moody's cumulative base expected loss was 4.2%.  Moody's
stressed scenario loss is 10.6% of the current balance.  
Moody's provides a current list of base and stress scenario
losses for conduit and fusion CMBS transactions 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 current
sluggish macroeconomic environment and varying performance in
the commercial real estate property markets.  However, Moody's
expects to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011.  The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy.  The availability of debt
capital continues to improve with terms returning toward market
norms.  Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodologies used were Moody's Approach to Rating
Fusion Transactions" published in April 2005 and CMBS "Moody's
Approach to Rating Large Loan/Single Borrower Transactions",
published in September 2000.  Other methodologies and factors that
may have been considered in the process of rating this issuer can
also be found on Moody's website.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the underlying rating of the
loan which corresponds to a range of credit enhancement levels.  
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the underlying rating level, is incorporated for
loans with similar credit estimates in the same transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 10 compared to 7 at Moody's prior full review.  
The increase in Herf is due to the improved performance of several
loans that had been removed from the conduit pool at last review
for very high leverage.

In cases where the Herf falls below 20, Moody's employs the large
loan/single borrower methodology.  This methodology uses the
excel-based Large Loan Model v 8.0.  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 July 14, 2010.  

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Deal Performance

As of the April 15, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 33% to
$943.4 million from $1.42 billion at securitization.  The
Certificates are collateralized by 79 mortgage loans ranging in
size from less than 1% to 18% of the pool, with the top ten loans
representing 49% of the pool.  The pool contains five loans with
investment-grade credit estimates that represent 12% of the pool.  
At last review, there was a sixth loan with an credit estimate.  
However, due to a decline in performance and increased leverage,
this loan is now analyzed as part of the conduit pool.  Four
loans, representing 21% of the pool, have defeased and are
collateralized with U.S. Government securities.

Currently, there are 17 loans, representing 20% of the pool, on
the master servicer's watchlist.  The watchlist includes loans
which meet certain portfolio review guidelines established as part
of the CRE Finance Council (CREFC) monthly reporting package.  As
part of Moody's ongoing monitoring of a transaction, Moody's
reviews the watchlist to assess which loans have material issues
that could impact performance.

To date, four loans have been liquidated from the pool, resulting
in a $6.2 million aggregate loss (46% loss severity on average).  
Currently, there are seven loans in special servicing,
representing 5% of the pool.  The largest loan in special
servicing is the North Dekalb Mall Loan ($26.5 million -- 3.9% of
the pool), which is secured by a 628,700 square foot (SF) regional
mall located in Decatur, Georgia.  The mall is anchored by Macy's,
Ross Dress for Less and AMC Theatres.  As of June 2010, the
property was 88% leased compared to 94% at last review.  The loan
was transferred to special servicing in September 2010 due to
imminent monetary default when the Borrower requested a loan
modification.  The loan is current.  The remaining six specially
serviced loans are secured by a mix of property types.  Moody's
estimates a total loss of $13.2 million (a 35% loss severity on
average) for five of the seven specially serviced loans.

Moody's has assumed a high default probability for four loans
representing 1% of the pool.  Moody's has estimated a $2.4 million
aggregate loss (20% expected loss based on a 50% default
probability) from these loans.

Moody's was provided with full year 2009 and partial year 2010
financials for 74% and 72% of the pool, respectively.  Excluding
specially serviced and troubled loans, Moody's weighted average
LTV is 99% compared to 96% at Moody's prior 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 9.0%.

Excluding specialy serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.30X and 1.02X, respectively, compared to
1.36X and 1.05X at last review.  Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.  
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit estimate is the Montgomery Mall
Loan ($85.5 million -- 9.1% of the pool), which is secured by a
1.1 million SF regional mall located in North Wales, Pennsylvania,
approximately 20 miles northwest of Philadelphia.  The collateral
space is 559,000 SF.  The mall is anchored by Macys, Sears and
Dick's Sporting Goods.  Comparable in-line sales for 2010 were
$324 per square foot compared to $317 per SF at last review.  
Boscov's, a non-collateral anchor tenant at securitization,
vacated its space in 2008 prior to its lease expiration in 2027
when it filed for bankruptcy.  As of December 2010, the total
property was 80% leased compared to 77% at last review; the
collateral space was 85% leased compared to 82% at last review.  
Performance remains stable.  The loan has amortized 2% since last
review.  Moody's current underlying rating and stressed DSCR are
A3 and 1.39X, respectively, compared to A3 and 1.34X at last
review.

The remaining four loans with credit estimates comprise 3% of the
pool.  The Kimco Portfolio - Enchanted Forest Loan ($11.0 million
-- 1.2% of the pool) is secured by a grocery-anchored retail
center located in Ellicott City, Maryland.  The performance
remains stable.  Moody's credit estimate and stressed DSCR are Aa1
and 2. 35X, the same as at last review.  The Kimco Portfolio --
Wilkens Beltway Plaza Loan ($8.2 million -- 0.9% of the pool) is
secured by a grocery-anchored retail center located in Baltimore,
Maryland.  Performance has declined due to a drop in occupancy.  
The property is 82% leased compared to 92% at last review.  
Furthermore, leases for an additional 20% of the NRA expire in
2011.  Moody's credit estimate and stressed DSCR are Aa2 and
2.15X, respectively, compared to Aa1 and 2.30X at last review.  
The Kimco Portfolio - Perry Hall Super Fresh Loan ($5.5 million --
0.6% of the pool) is secured by a grocery-anchored retail center
located in Perry Hall, Maryland.  Performance remains stable.  The
loan has a credit estimate of Aa2 and stressed DSCR of 2.14X, the
same as at last review.  The Palmetto Place Apartments Loan
($4.9 million -- 0.5% of the pool), is secured by a garden style
apartment complex located in Miami, Florida.  Performance remains
stable.  The credit estimate is Aaa and stressed DSCR greater than
4.00X, the same as at last review.

The loan that previously had a credit estimate is the World
Apparel Center Loan ($69.3 million -- 7.3% of the pool), which
represents a 33% participation interest in a $210.1 million first
mortgage loan.  The whole loan is secured by a 1.1 million SF
Class A office building located in the Times Square submarket of
New York City.  The building's largest tenants include Jones
Apparel Group (50% of the net rentable area (NRA); lease
expiration April 2012), Jacque Moret (7% of the NRA; lease
expiration in June 2020) and Alfred Dunner & Co. (4% of the NRA;
lease expiration January 2017).  As of December 2010, the property
was 93% leased compared 75% at last review.  Despite the increase
in occupancy, total income has declined for the fourth consecutive
year.  The loan is currently on the master servicer's watchlist
for DSCR.  The full year 2010 net operating income (NOI) is 34%
lower than in 2007 due to lower rents and re-imbursements and
higher operating expenses.  There is significant rollover risk
related to the Jones Apparel lease, which expires in 2012.  
Moody's LTV and stressed DSCR are 99% and 0.96X, respectively,
compared to 70% and 1.36X at last review.

The three largest conduit loans represent 22% of the pool.  The
largest conduit loan is the 600 Third Avenue Loan ($168.0 million
-- 17. 8% of the pool),which is secured by a 541,000 SF Class A
office building located in the Grand Central/UN office submarket
of New York City.  Major tenants L-3 Communications Corporation
(15% of the NRA; lease expiration December 2018) and Sumitomo
Corporation of America (10% of the NRA; lease expiration August
2014).  As of January 2011, the property was 81% leased compared
to 91% at last review.  The rise in vacancy is due to Tru TV
(Court TV) vacating 120,000 SF when its lease expired in December
2010.  The Borrower was able re-lease some the vacant space when
Aaronson Rappaport, Feinstein and Deutsch LLP, a defense
litigation firm, signed a new lease for 44,000 SF starting in
January 2011.  Despite the high vacancy, Moody's anticipates that
the property will stabilize.  Borrower is proactively marketing
and improving the property.  Secondly, the building's in-place
rents of $45. 20 per square foot are below the sub-market asking
rents of $53 per square foot reported by CB Richard Ellis.  For
the short term, it is anticipated that the cash flow will decline
due to lower recoveries and higher one-time charges related to the
tenant improvements and leasing commissions.  Moody's LTV and
stressed DSCR are 109% and 0.85X, respectively, compared to 106%
and 0.85X at last review.

The second largest conduit loan is Guam Multifamily Loan
($20.9 million -- 2.2% of the pool), which is secured by 12
multifamily properties and one retail center located in Yoga,
Guam.  The loan was placed on the master servicer's watchlist in
April 2010 due to a decline in financial performance and concerns
about deferred maintenance.  The portfolio has a combined
occupancy of 87%.  Moody's LTV and stressed DSCR are 105% and
0.92X, respectively, compared to 109% and 0.89X at last review.

The third largest conduit loan is the Richard's of Greenwich Loan
($20.8 million -- 2.2% of the pool), which is secured by a 27,000
SF retail property located in Greenwich, Connecticut.  The
property is 100% leased to Ed Mitchell, Inc., a men's apparel
company, through 2024.  Performance remains stable.  Moody's LTV
and stressed DSCR are 105% and 0.90X, the same as at last review.


LEGG MASON: S&P Affirms 'BB+' Ratings on Class A-2 & B Notes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on six
classes from Legg Mason Real Estate CDO II Corp. (Legg Mason II),
a commercial real estate collateralized debt obligation
(CRE CDO) transaction.

"We determined that certain subordinate notes were cancelled
before they were repaid through the transaction's payment
waterfall. The affirmations primarily reflect our assessment of
risks and credit stability considerations regarding
the note cancellations. The affirmations also reflect our analysis
of the transaction and its underlying collateral," S&P stated.

According to the April 25, 2011, trustee report, as well as a
notice from the trustee, Wells Fargo Bank N.A., $5.0 million of
the class C notes' aggregate outstanding balance was cancelled
without payment.

To assess the risks and credit stability considerations regarding
certain subordinate note cancellations, S&P applied these stresses
deemed appropriate:

    * S&P generated a cash flow analysis using two scenarios. The
      first scenario utilized the current balances of the notes,
      including any note cancellations, when modeling the interest
      or principal diversion mechanisms. The second scenario
      recognized only the balance of the senior notes in the
      calculation of any interest or principal diversion
      mechanisms.

    * "Using the two scenarios, we then applied the lower of the
      rating levels as the starting point for our rating analysis
      for each class of notes," S&P noted.

    * "Finally, we reviewed the level of cushion relative to our
      credit stability criteria and made further adjustments to
      the ratings that we believed were appropriate," S&P related.

"In addition to our assessment of the subordinate note
cancellations, we also analyzed the transaction and its underlying
collateral," S&P noted.

According to the April 25, 2011, trustee report, Legg Mason II's
current asset pool includes:

    * Thirty-two whole loans and senior participation loans
      ($413.1 million, 74.8%);

    * Five commercial mortgage-backed securities (CMBS) tranches
      ($62.8 million, 11.4%);

    * Five CRE CDO tranches ($27.3 million, 4.9%);

    * Two subordinate interest loans ($25.2 million, 4.6%); and

    * Cash ($24.1 million, 4.4%).

Standard & Poor's reviewed and updated credit estimates for all of
the nondefaulted loan assets in the transaction. "We based the
analyses primarily on our adjusted net cash flows, which we
derived from the most recent financial data primarily provided by
the collateral manager, Legg Mason Real Estate Capital II," S&P
noted.

The transaction includes 11 defaulted loan assets ($99.5 million,
18.0%). Standard & Poor's estimated asset-specific recovery rates
for these assets ranging from 41.9% through 88.1%, with the
exception of one asset. S&P expects the Oakland Road asset
($810,000, 0.1%) to experience a full recovery. "We based the
recovery rates primarily on information from the collateral
manager, special servicer, and third-party data providers," S&P
noted. Notable defaulted or credit risk assets include:

    * The Bella Vista senior interest loan ($14.6 million, 2.6%);

    * The Felcor Portfolio senior interest loan ($13.1 million,
      2.4%);

    * The Quail Creek Apartments senior interest loan
      ($11.6 million, 2.1%);

    * The Inwood Portfolio senior interest loan ($11.0 million,
      2.0%); and

    * The Big Block Portfolio senior interest loan ($9.0 million,
      1.6%).

Standard & Poor's analyzed the transaction and its underlying
collateral according to our current criteria. "Our analysis is
consistent with the affirmed ratings," S&P added.

Ratings Affirmed

Legg Mason Real Estate CDO II Corp.
Collateralized debt obligation
                  
Class     Rating                  
A1-R      BBB+ (sf)           
A1-T      BBB+ (sf)            
A-2       BB+ (sf)             
B         BB+ (sf)              
C         B+ (sf)              
D         B+ (sf)               


LNR CDO III: Moody's Downgrades 2 and Affirms 7 CRE CDO Classes
---------------------------------------------------------------
Moody's has downgraded two and affirmed seven classes of Notes
issued by LNR CDO III Ltd. due to the deterioration in the credit
quality of the underlying portfolio as evidenced by an increase in
the weighted average rating factor and increase in Impaired
Collateral since last review. The rating action is the result of
Moody's on-going surveillance of commercial real estate
collateralized debt obligation (CRE CDO) transactions.

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

   -- Cl.r B, Downgraded to Caa3 (sf); previously on May 19, 2010
      Downgraded to Caa2 (sf)

   -- Cl.r C, Affirmed at C (sf); previously on May 19, 2010
      Downgraded to C (sf)

   -- Cl.r D-FL, Affirmed at C (sf); previously on May 19, 2010
      Downgraded to C (sf)

   -- Cl.r E-FX, Affirmed at C (sf); previously on May 19, 2010
      Downgraded to C (sf)

   -- Cl.r E-FL,