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

             Sunday, February 5, 2012, Vol. 16, No. 35

                            Headlines

ALLY CREDIT: Moody's Assigns Ratings on Candian Capital Notes
AMERICAN EQUITY: AM Best Affirms Preferred Stock Rating 'bb'
AMERICREDIT 2012-1: S&P Gives 'BB+' Rating on Class E Fixed Notes
AMERICREDIT AUTOMOBILE: Moody's Assigns (P)Ba2 Rating to Class E
AMMC CLO VI: S&P Ups Rating on Class D Notes From 'CCC-' to 'B+'

APIDOS CLO: S&P Affirms 'BB' Rating on Class D Notes
APIDOS QUATTRO: S&P Hikes Class E Note Rating From 'B+' to 'BB'
ASSET REPACKAGING: S&P Puts 'B' Class B Rating on Watch Negative
BACM 2006-6: Moody's Lowers Rating of Cl. A-J Notes to 'B1'
BACM 2008-LS1: Moody's Reviews 'Ba1' Rating of Cl. B Notes

BEAR STEARNS: DBRS Downgrades Class L Rating to 'D'
C-BASS ABS: Fitch Junks Rating on Class 1E Note at 'CCsf'
C-BASS CBO: Fitch Affirms Junk Rating on Two Note Classes
CAPITAL TRUST: S&P Lowers Ratings on 5 Classes to 'D'
CD COMMERCIAL: Fitch Junks Rating on Three Note Certificates

CITIGROUP 2004-C2: S&P Cuts Rating on Class O Certificates to 'D'
CNL FUNDING: Moody's Raises Rating of Class A-2 Notes to 'Ba2'
COMM 2005-FL11: Moody's Affirms 'Ba1' Rating of Cl. J Notes
CREST 2003-1: Fitch Junks Rating on Two Note Classes
CREST 2003-1: Moody's Lowers Rating of Cl. C-1 Notes to 'Caa2'

CREST 2004-1: S&P Cuts Ratings on 3 Classes of Notes to 'CC'
CSFB 2002-CP3: Moody's Reviews 'B2' Rating of Cl. J Notes
CSFB 2003-CPN1: Moody's Lowers Rating of Cl. F Notes to 'B1'
CSMC 2007-C1: Moody's Lowers Rating of Cl. A-M Notes to 'Ba3'
FENWAY II: Moody's Raises Rating of $5 Mil. Notes to Aa3 From Ba1

FLAGSHIP CLO: S&P Raises Rating on Class D Notes From 'B+'
FORD MOTOR: Moody's Puts Ratings on 7 Classes of Ford Credit Notes
GALAXY IV: S&P Raises Ratings on 2 Classes of Notes to 'BB-'
GALE FORCE 1: S&P Raises Class E Note Rating From 'CCC+' to 'BB+'
GCCFC 2007-GG9: Moody's Reviews 'Ba1' Rating of Cl. C Notes

GE BUSINESS 2004-2: S&P Affirms 'BB' Rating on Class D
GOLUB CAPITAL: S&P Affirms 'B' Rating on Class F Deferrable Notes
GREENWICH CAPITAL: S&P Cuts Rating on Class J Certificate to 'D'
HEDGED MUTUAL: Moody's Lowers Rating of Series 2005-3 Notes to Ba3
HELIOS FINANCE: S&P Hikes Swap Risk Rating on Class B-2 From 'BB-'

IBIS RE: S&P Gives 'BB-' Rating on Class A Notes
INNER HARBOR: Fitch Withdraws Rating on Two Note Classes at 'Dsf'
JEFFERIES MILITARY: DBRS Confirms Series 2010a Rating at 'B'
JP MORGAN: Fitch Affirms Rating on Three Note Classes at Low-B
JPMCC 2003-ML1: Moody's Affirms Cl. J Notes Rating at 'Ba2'

JPMCC 2004-C3: Moody's Lowers Rating of Cl. D Notes to 'Ba3'
JPMCC 2006-FL1: Moody's Lowers Rating of Cl. H Notes to 'Ba2'
JPMORGAN 2006-LDP7: S&P Cuts Ratings on 2 Classes of Certs. to 'B'
LBCMT 2007-C3: Moody's Reviews 'B1' Rating of Cl. A-J Notes
LCM X: S&P Gives 'BB' Rating on Class E Deferrable Notes

LNR CDO: Fitch Affirms Rating on Three Note Classes at 'Dsf'
MADISON PARK III: S&P Raises Rating on Class Q Notes From 'B+'
MERRILL LYNCH: DBRS Downgrades Class F Rating to 'D'
MERRILL LYNCH: S&P Raises Rating on Class F Certs. From 'BB+'
MLFA 2003-CANADA: Moody's Affirms Rating of Cl. F Notes at 'Ba1'

MLFA 2005-CAN17: Moody's Affirms Cl. F Notes Rating at 'Ba1'
MLFA 2005-CANADA: Moody's Affirms Rating of Cl. F Notes at 'Ba1'
MLMT 2005-MKB2: Moody's Lowers Rating of Class D Notes to 'Ba2'
MSIM PECONIC: S&P Raises Rating on Class E Notes to 'CCC+'
MORGAN STANLEY: Fitch Junks Rating on Five Note Classes

MORGAN STANLEY: Fitch Junks Rating on Six Class Certificates
MORGAN STANLEY: S&P Cuts Class J Cert. Rating to 'CCC-'
N-STAR REAL: Fitch Junks Rating on Three Note Classes
N-STAR REAL: S&P Lowers Rating on Class D Notes to 'CCC-'
NATIONAL STEEL: Fitch Rates $450 Million Perpetual Notes at 'BB'

NAVISTAR FINANCIAL: Moody's Reviews Ratings for Possible Upgrade
PACIFIC BAY: Fitch Affirms Rating on $36MM Class B Notes at 'Dsf'
PETREL TRUST: Fitch Withdraws Rating on 27 Note Classes
REALT 2006-3: Moody's Affirms Rating of Cl. F Notes at 'Ba1'
RESI FINANCE: Fitch Withdraws Rating on 17 Note Classes

RESIX FINANCE: Fitch Withdraws Rating on 5 Note Classes at 'Dsf'
ROSEDALE CLO: Moody's Confirms Rating of Class D Notes at 'B1'
SEQUOIA MORTGAGE: Fitch Rates $5.4 Mil. Class B-4 Notes at Low-B
SOLAR INVESTMENT: Moody's Raises Rating of Cl. II-B Notes to Caa2
SOUTH COAST: Moody's Raises Rating of Class A-1 to Baa1 From Ba1

STARWOOD HOTELS: Moody's Rating on Sr. Unsecured Debt Is Ba1
STONEY LANE: S&P Raises Rating on Class D Notes to 'B+'; Off Watch
STST 2003-CC1: Moody's Affirms 'Ba3' Rating of Cl. H Notes
US RMBS: DBRS Confirms Class M-1 Rating at 'C'
US RMBS: DBRS Confirms Class M-9 Rating at 'C'

US RMBS: DBRS Confirms Rating on 1,539 Classes at 'C'
US RMBS: DBRS Places 'BB' Rating of Class 4-A-2 Under Review
VITALITY RE: S&P Gives 'BB+' Rating on Class B Notes
VANDERBILT MORTGAGE: Moody's Raises Rating of Cl. M-1 Notes to Ba2
WACHOVIA BANK: S&P Affirms 'B-' Rating on 2 2007-C30 Cert. Classes

WACHOVIA BANK: S&P Cuts Class N Certificate Rating to 'D'

* S&P Cuts Ratings on 87 Classes From 22 Tobacco Securitizations
* S&P Lowers Ratings on 8 Classes from 6 RMBS Transactions
* S&P Lowers Ratings on 50 Classes from 22 1999-2007 RMBS Deals
* S&P Lowers Ratings on 353 Classes from 91 RMBS Prime Jumbo Deals
* S&P Raises Ratings on 15 Tranches from 14 US CDO Transactions



                            *********

ALLY CREDIT: Moody's Assigns Ratings on Candian Capital Notes
-------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
notes to be issued by Canadian Capital Auto Receivables Asset
Trust II (CCARAT II), Series 2012-1. CCARAT II is administered by
Ally Credit Canada Limited (B1), who is also the originator and
servicer of the auto loan collateral pool which supports the
Series 2012-1 notes. Ally Credit Canada Limited is the Canadian
subsidiary of Ally Financial Inc. (B1)

The complete rating actions are:

Issuer: Canadian Capital Auto Receivables Asset Trust II, Series
2012-1

$183,000,000 1.693% Class A-1 Auto Loan Receivables-Backed Notes,
rated Aaa (sf)

$208,000,000 2.025% Class A-2 Auto Loan Receivables-Backed Notes,
rated Aaa (sf)

$115,140,000 2.384% Class A-3 Auto Loan Receivables-Backed Notes,
rated Aaa (sf)

$10,660,000 2.9430% Class B Auto Loan Receivables-Backed Notes,
rated Aa3 (sf)

$4,000,000 3.732% Class C Auto Loan Receivables-Backed Notes,
rated A2 (sf)

RATINGS RATIONALE

Moody's median cumulative net loss expectation for the CCARAT II
2012-1 pool is 1.25% and the Volatility Proxy Aaa Level is 7.50%.
Moody's net loss expectation and Volatility Proxy Aaa Level for
the CCARAT II 2012-1 transaction are derived from an analysis of
the credit quality of the underlying pool of fixed rate retail
installment sales contracts, the collateral's historical
performance, the servicing ability of Ally Credit Canada Limited,
the performance guarantee provided by parent company Ally
Financial Inc., and expectations for future economic conditions.

All classes of notes are enhanced by 2.25% overcollateralization,
a 1.0% cash reserve account and the minimum 2.0% in excess spread.
The Class A Notes are further enhanced by subordinate Class B and
Class C Notes which constitute 2.00% and 0.75% respectively of the
net discounted pool balance of receivables.

Ally Credit Canada Limited (formerly General Motors Acceptance
Corporation of Canada Limited) has issued 11 previous publicly
registered retail loan transactions and has securitization
experience that dates back to 1993 in Canada. This transaction is
Ally Credit Canada's first public retail loan ABS issuance of the
year. The most notable difference between the CCARAT 2012-1 and
the CCARAT II series issued prior to 2011 is the higher percentage
of contracts with original terms greater than 60 months (44%
compared to 22% for CCARAT II 2010-1). A higher percentage of
contracts with original terms greater than 60 months typically has
a negative impact on pool performance. Nonetheless, a weighted
average FICO score of 756 for the Series 2012-1 securitized pool
is indicative of a prime quality obligor base. In addition,
historical performance of Ally Credit Canada's retail loan
securitizations have been favorable and were an important rating
consideration along with conducting a deal-by-deal comparison of
collateral.

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

PRINCIPAL METHODOLOGY

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

PARAMETER SENSITIVITY

If the net loss expectation used in determining the initial rating
was changed from 1.25% to 2.75% the initial model-indicated output
might change from Aaa to Aa1 for the Class A Notes, from Aa3 to
Baa3 for the Class B Notes and from A2 to Ba3 for the Class C
notes. If the net loss was changed to 3.50% the initial model-
indicated output might change to Aa2 for the Class A Notes, to Ba3
for the Class B Notes and to B3 for the Class C Notes. If the net
loss was changed to 5.25% the initial model-indicated output might
change to A2 for the Class A Notes and below B3 for the Class B
and Class C Notes.

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.


AMERICAN EQUITY: AM Best Affirms Preferred Stock Rating 'bb'
------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of A-
(Excellent) and issuer credit ratings (ICR) of "a-" of American
Equity Investment Life Insurance Company (American Equity Life)
and its subsidiaries, American Equity Investment Life Insurance
Company of New York (New York, NY) and Eagle Life Insurance
Company (Eagle Life).

Concurrently, A.M. Best has affirmed the ICR of "bbb-" and all
debt ratings of American Equity Life's parent, American Equity
Investment Life Holding Company (AEL) [NYSE: AEL], as well as the
indicative ratings under the shelf registration of American Equity
Capital Trust V and VI.  The outlook for all ratings is stable.
All companies are domiciled in Des Moines, IA, unless otherwise
specified.  (See below for a detailed list of all debt ratings.)

The ratings recognize American Equity's leading role in the fixed
indexed annuity marketplace, strong risk-adjusted capitalization,
continued positive trends of statutory and GAAP operating earnings
and strong surrender protection charges to mitigate potential
disintermediation risk.  In addition, A.M. Best views the
financial leverage and interest coverage ratios of AEL within the
guidelines for its current ratings.

American Equity Life continues to benefit from strong growth in
its core fixed-indexed annuity business and diverse distribution
relationships.  On a risk-adjusted basis, the company's
capitalization trends have strengthened over the past five years
despite its accelerated new business growth and high demand on its
capital resources.  Its enterprise risk management and asset
liability matching strategies remain supportive of the ratings.

Partially offsetting these positive rating factors are American
Equity Life's mono-line business profile with significant product
concentration risk from fixed indexed annuities, its relatively
high level of acquisition costs, relatively high exposure to
residential mortgage-backed securities (RMBS) and commercial
mortgages, exposure to the risk of narrowing spreads in the
current low interest rate environment and the entrance of new
competitors into the fixed indexed annuity marketplace, which
could pressure profit margins and growth opportunities.

American Equity Life and its subsidiaries are well positioned for
their ratings.  Key rating drivers that may lead to negative
rating actions include a decrease in the organization's risk-
adjusted capitalization due to strain from new business growth,
any significant assets impairments, particularly from its RMBS and
commercial mortgage holdings, increasing competition that may put
pressure on margins and any material increase in the financial
leverage or material decrease in interest coverage ratios.

These debt ratings have been affirmed:

American Equity Investment Life Holding Company:

  -- "bbb-" on $200 million 3.50% senior unsecured convertible
     notes, due 2015 ($200 million currently outstanding with a
     September 30, 2011, GAAP carrying value of $169 million)

  -- "bbb-" on $260 million 5.25% senior unsecured convertible
     notes, due 2024 ($28.3 million currently outstanding with a
     September 30, 2011, GAAP carrying value of $74 million)

  -- "bbb-" on $116 million 5.25% senior unsecured convertible
     notes, due 2029 ($116 million currently outstanding with a
     September 30, 2011, GAAP carrying value of $97 million)

These indicative ratings under the shelf registration have been
affirmed:

American Equity Investment Life Holding Company:

  -- "bbb-" on senior unsecured debt
  -- "bb+" on subordinated debt
  -- "bb" on preferred stock

American Equity Capital Trust V and VI:

  -- "bb" on trust preferred securities


AMERICREDIT 2012-1: S&P Gives 'BB+' Rating on Class E Fixed Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to AmeriCredit Automobile Receivables Trust 2012-1's
$975.074 million automobile receivables-backed notes.

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

The preliminary ratings are based on information as of Jan. 30,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    "The availability of approximately 43.7%, 38.4%, 31.4%, 24.9%,
    and 22.8% credit support for the class A, B, C, D, and E
    notes, (based on stressed cash-flow scenarios, including
    excess spread), which provide coverage of more than 3.50x,
    3.00x, 2.55x, 1.92x, and 1.60x our 11.25%-11.75% expected
    cumulative net loss range for the class A, B, C, D, and E
    notes. These credit support levels are commensurate with the
    assigned preliminary 'AAA (sf)', 'AA (sf)', 'A+ (sf)', 'BBB+
    (sf)', and 'BB+ (sf)' ratings on the class A, B, C, D, and E
    notes," S&P said.

    "Our expectation that under a moderate, or 'BBB', stress
    scenario, our ratings on the class A, B, and C notes would not
    decline by more than one rating category of our preliminary
    ratings (all else being equal) over a 12-month period and our
    ratings on the class D and E notes would not decline by more
    than two rating categories over a 12-month period. Our ratings
    stability criteria describes the outer bound of credit
    deterioration within one year as being one rating category in
    the case of 'AAA (sf)'and 'AA (sf)' rated securities and two
    rating categories in the case of 'A (sf)', 'BBB (sf)', and 'BB
    (sf)' rated securities," S&P said.

    The credit enhancement in the form of subordination,
    overcollateralization, a reserve account, and excess spread.

    The timely interest and ultimate principal payments made under
    the stressed cash flow modeling scenarios, which are
    consistent with the assigned preliminary ratings.

    The collateral characteristics of the securitized pool of
    subprime auto loans.

    General Motors Financial Co. Inc.'s (GM Financial, formerly
    known as AmeriCredit Corp.; BB/Stable/--) extensive
    securitization performance history since 1994. On Jan. 5,
    2012, Standard & Poor's raised its long-term counterparty
    credit rating on GM Financial to 'BB' from 'B+' and removed
    the rating from CreditWatch positive, where it had placed the
    rating on Sept. 30, 2011.

    The transaction's payment and legal structures.

            Standard & Poor's 17g-7 Disclosure Report

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

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

    http://standardandpoorsdisclosure-17g7.com/1111402.pdf

Preliminary Ratings Assigned
AmeriCredit Automobile Receivables Trust 2012-1

Class    Rating        Type            Interest        Amount
                                       rate(i)       (mil. $)
A-1      A-1+ (sf)     Senior          Fixed          204.900
A-2      AAA (sf)      Senior          Fixed          366.700
A-3      AAA (sf)      Senior          Fixed          137.159
B        AA (sf)       Subordinate     Fixed           76.923
C        A+ (sf)       Subordinate     Fixed           95.492
D        BBB+ (sf)     Subordinate     Fixed           93.900
E(ii)    BB+ (sf)      Subordinate     Fixed           24.926

(i) The actual coupons of these tranches will be determined on the
pricing date. (ii)Class E will be privately placed and is not
included in the public offering amount.


AMERICREDIT AUTOMOBILE: Moody's Assigns (P)Ba2 Rating to Class E
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
the notes to be issued by AmeriCredit Automobile Receivables
Trust 2012-1 (AMCAR 2012-1). This is the first public subprime
transaction of the year for AmeriCredit Financial Services, Inc.
(AmeriCredit).

The complete rating actions are:

Issuer: AmeriCredit Automobile Receivables Trust 2012-1

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

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

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

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

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

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

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

RATINGS RATIONALE

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

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

Moody's median cumulative net loss expectation for the
AMCAR 2012-1 pool is 11.0% and total credit enhancement
required to achieve Aaa rating (i.e. Aaa proxy) is 39.5%.
The loss expectation was based on an analysis of AmeriCredit's
portfolio vintage performance as well as performance of past
securitizations, and current expectations for future economic
conditions.

The Assumption Volatility Score for this transaction is Low/Medium
versus a Medium for the sector. This is driven by the a Low/Medium
assessment for Governance due to the presence of a highly rated
backup servicer, Wells Fargo (Aa3 negative outlook/P-1), in
addition to the size and strength of AmeriCredit's servicing
platform.

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

Moody's Parameter Sensitivities: If the net loss used in
determining the initial rating were changed to 20%, 25% or 35.0%,
the initial model output for the Class A notes might change from
Aaa to Aa1, Aa2, and Baa1, respectively; Class B notes might
change from Aa1 to Baa1, Ba1, and below B3, respectively; Class C
notes might change from A1 to Ba3, below B3, and below B3,
respectively; Class D notes might change from Baa2 to below B3 in
each scenario; and Class E notes might change from Ba2 to below B3
in all three scenarios.

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.


AMMC CLO VI: S&P Ups Rating on Class D Notes From 'CCC-' to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
D notes from AMMC CLO VI Ltd., a collateralized loan obligation
(CLO) transaction managed by American Money Management Corp. "At
the same time, we affirmed our ratings on the class A-1-A, A-1-R,
A-1-B, A-2, B, and C notes," S&P said.

"The upgrade reflects an improvement in the overcollateralization
(O/C) available to support the notes since our November 2009
rating actions, when we lowered our ratings on five classes of
notes. As of the Dec. 5, 2011, trustee report, the transaction
held $4.1 million in defaulted assets. This was down from the
$25.4 million in defaulted assets noted in the October 2009
trustee report, which we referenced for our November 2009
rating actions. Also, as of December 2011, the transaction held
$36.4 million in assets from underlying obligors with ratings in
the 'CCC' range, compared with $98.7 million in October 2009. The
improved performance in the deal's underlying asset portfolio
benefited the transaction's senior O/C ratio, which has increased
to 118.2% from 109.7% in October 2009. When we applied the largest
obligor test, one of the supplement tests, to the class D notes,
the transaction was able to withstand the specified combination of
underlying asset defaults at the 'B (sf)' rating level," S&P said.

"We affirmed our ratings on the class A-1-A, A-1-R, A-1-B, A-2, B,
and C notes to reflect the availability of credit support at the
current rating levels," S&P said.

"We will continue to review our ratings on the notes and assess
whether, in our view, the ratings remain consistent with the
credit enhancement available to support them and take rating
actions as we deem necessary," S&P said.

               Standard & Poor's 17g-7 Disclosure Report

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

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

           http://standardandpoorsdisclosure-17g7.com

Rating Action

AMMC CLO VI Ltd.
                              Rating
Class                   To           From
D                       B+ (sf)      CCC- (sf)

RATINGS AFFIRMED

AMMC CLO VI Ltd.
Class                   Rating
A-1-A                   AAA (sf)
A-1-R                   AAA (sf)
A-1-B                   AA+ (sf)
A-2                     AA+ (sf)
B                       A+ (sf)
C                       BBB+ (sf)


APIDOS CLO: S&P Affirms 'BB' Rating on Class D Notes
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Apidos
CLO VIII/Apidos CLO VIII LLC's $317.6 million floating-rate notes
following the transaction's effective date as of Nov. 28, 2011.

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

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

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

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

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

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

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

              Standard & Poor's 17g-7 Disclosure Report

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

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

             http://standardandpoorsdisclosure-17g7.com

Ratings Affirmed
Apidos CLO VIII/Apidos CLO VIII LLC

Class                    Rating         Amount (mil. $)
A-1                      AAA (sf)                231.20
A-2                      AA (sf)                  35.00
B-1 (deferrable)         A+ (sf)                  17.30
B-2 (deferrable)         A (sf)                    6.80
C (deferrable)           BBB (sf)                 14.10
D (deferrable)           BB (sf)                  13.20
Subordinated notes       NR


APIDOS QUATTRO: S&P Hikes Class E Note Rating From 'B+' to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the five
classes of notes from Apidos Quattro CDO, a collateralized loan
obligation (CLO) transaction backed by U.S. corporate loans and
managed by Apidos Capital Management LLC, and removed four of them
from CreditWatch with positive implications where they were placed
on Nov. 14, 2011. "At the same time, we affirmed one other class,"
S&P said

The upgrades reflect an increase in the overall credit support
available to the rated notes since our November 2009 rating action
on the notes.

"The affirmation reflects a current credit support levels that we
believe are sufficient to maintain the current rating," S&P said.

"Since the September 2009 monthly report, which we used for our
November 2009 action, the defaulted assets in the transaction has
decreased as of the December 2011 trustee report, which we used in
our current analysis," S&P said. As a result, the O/C ratios
increased for all classes:

    The senior O/C ratio was 122.59% in December 2011, compared
    with 119.92% in November 2009; and

    The mezz O/C ratio was 110.84% in December 2011, compared with
    108.42% in November 2009.

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

               Standard & Poor's 17g-7 Disclosure Report

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

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

          http://standardandpoorsdisclosure-17g7.com

Rating And CreditWatch Actions

Apidos Quattro CDO
              Rating
Class     To           From
B         AA (sf)      AA- (sf)/Watch Pos
C         A (sf)       BBB+ (sf)/Watch Pos
D         BBB (sf)     BBB- (sf)/Watch Pos
E         BB (sf)      B+ (sf)/Watch Pos

Rating Affirmed

Apidos Quattro CDO
Class      Rating
A          AA+ (sf)


ASSET REPACKAGING: S&P Puts 'B' Class B Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 30
classes from 23 U.S. residential mortgage-backed securities (RMBS)
transactions on CreditWatch with negative implications. "In
addition, our ratings on 13 classes from five other transactions
remain on CreditWatch negative," S&P said.

"The CreditWatch placements reflect our view of the current
interest shortfalls we observed based on our criteria, which
impose a maximum rating threshold on classes that have incurred
interest shortfalls. The interest shortfalls on the classes in
this review varied in size, cause, and recoverability. The
shortfalls varied from as low as a few basis points of the
outstanding principal balance to more than one debt service
payment. Reported shortfalls may have resulted from loan
modifications, servicer reimbursements, insufficient servicer
advances, and undercollateralization, among other credit-related
causes, as well as noncredit-related basis risk or net prepayment
interest shortfalls. All of the affected classes are currently
rated 'BB' or higher," S&P said.

"Over the next several months, we plan to evaluate the nature of
the interest shortfalls and resolve the CreditWatch placements. We
will take any rating actions that we consider appropriate based on
our criteria," S&P said.

              Standard & Poor's 17g-7 Disclosure Report

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

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

              http://standardandpoorsdisclosure-17g7.com

Ratings Placed On Creditwatch Negative

American Home Mortgage Investment Trust 2005-1
Series 2005-1
                               Rating
Class      CUSIP       To                   From
VI-A       02660TDH3   AAA (sf)/Watch Neg   AAA (sf)

Ameriquest Mortgage Securities Inc.
Series 2003-5
                               Rating
Class      CUSIP       To                   From
A-5        03072SFX8   AA- (sf)/Watch Neg   AA- (sf)

Ameriquest Mortgage Securities Inc.
Series 2004-R8
                               Rating
Class      CUSIP       To                   From
M-2        03072SUA1   A- (sf)/Watch Neg    A- (sf)

Amresco Residential Securities Corp. Mtg Loan Trust 1997-3
Series 1997-3
                               Rating
Class      CUSIP       To                   From
M-1A       03215PDD8   AAA (sf)/Watch Neg   AAA (sf)
M-1F       03215PCY3   A (sf)/Watch Neg     A (sf)

AMRESCO Residential Securities Corp. Mtg Loan Trust 1998-1
Series 1998-1
                               Rating
Class      CUSIP       To                   From
M-1A       03215PDT3   AAA (sf)/Watch Neg   AAA (sf)

Asset Repackaging Vehicle Ltd.
Series 2009-2
                               Rating
Class      CUSIP       To                   From
B                      BB (sf)/Watch Neg    BB (sf)

BCAP LLC 2010-RR3 Trust
Series 2010-RR3
                               Rating
Class      CUSIP       To                   From
III-A1     05532WBA2   AAA (sf)/Watch Neg   AAA (sf)
XII-A1     05532WFN0   AAA (sf)/Watch Neg   AAA (sf)
X-A1       05532WEN1   AAA (sf)/Watch Neg   AAA (sf)

BCAP LLC 2010-RR4-II Trust
Series 2010-RR4-II
                               Rating
Class      CUSIP       To                   From
VIII-A10   05532XBH5   A (sf)/Watch Neg     A (sf)

BCAP LLC 2010-RR5-I Trust
Series 2010-RR5-I
                               Rating
Class      CUSIP       To                   From
I-A2       05532UAB5   BB+ (sf)/Watch Neg   BB+ (sf)
I-A1       05532UAA7   BB+ (sf)/Watch Neg   BB+ (sf)
I-A3       05532UAC3   BB (sf)/Watch Neg    BB (sf)

C-BASS Mortgage Loan Asset-Backed Certificates Series 2007-SP2
Series 2007-SP2
                               Rating
Class      CUSIP       To                   From
A-3        1248MHAC6   AAA (sf)/Watch Neg   AAA (sf)

C-BASS Mortgage Loan Asset-Backed Certificates Series 2007-SP1
Series 2007-SP1
                               Rating
Class      CUSIP       To                   From
A-4        1248MAAD9   AAA (sf)/Watch Neg   AAA (sf)

Citigroup Mortgage Loan Trust 2009-11
Series 2009-11
                               Rating
Class      CUSIP       To                   From
1A1        17314QAA5   AAA (sf)/Watch Neg   AAA (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-30
                               Rating
Class      CUSIP       To                   From
D-B-1      22541NUA5   AAA (sf)/Watch Neg   AAA (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-8
                               Rating
Class      CUSIP       To                   From
D-B-1      22541NZ77   AAA (sf)/Watch Neg   AAA (sf)

CSMC Series 2010-2R
Series 2010-2R
                               Rating
Class      CUSIP       To                   From
6-A-1      12643GDK5   AAA (sf)/Watch Neg   AAA (sf)

CSMC Series 2010-9R
Series 2010-9R
                               Rating
Class      CUSIP       To                   From
66-A-2     12644PDE8   AA (sf)/Watch Neg    AA (sf)

Deutsche Mortgage Securities Inc. Mortgage Loan Resecuritization
Trust Series
2009-RS1
Series 2009-RS1
                               Rating
Class      CUSIP       To                   From
A2         251568AB7   AAA (sf)/Watch Neg   AAA (sf)

GSAMP Trust 2005-WMC2
Series 2005-WMC2
                               Rating
Class      CUSIP       To                   From
A-1B       362341UW7   AA+ (sf)/Watch Neg   AA+ (sf)
A-2C       362341UZ0   AA+ (sf)/Watch Neg   AA+ (sf)

GSAMP Trust 2006-HE1
Series 2006-HE1
                               Rating
Class      CUSIP       To                   From
A-1        3623414N6   AAA (sf)/Watch Neg   AAA (sf)
A-2D       3623414S5   AAA (sf)/Watch Neg   AAA (sf)

Long Beach Mortgage Loan Trust 2005-WL1
Series 2005-WL1
                               Rating
Class      CUSIP       To                   From
III-M1     542514MF8   BB (sf)/Watch Neg    BB (sf)

Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC4
Series 2003-NC4
                               Rating
Class      CUSIP       To                   From
M-1        61746WF54   AA+ (sf)/Watch Neg   AA+ (sf)

Salomon Home Equity Loan Trust Series 2001-1
Series 2001-1
                               Rating
Class      CUSIP       To                   From
MV-2       79550DAJ8   A (sf)/Watch Neg     A (sf)

Structured Asset Securities Corp.
Series 2003-2A
                               Rating
Class      CUSIP       To                   From
1-A1       86359AKJ1   AAA (sf)/Watch Neg   AAA (sf)

RATINGS REMAINING ON CREDITWATCH NEGATIVE

Bayview Commercial Asset Trust 2007-2
Series 2007-2
Class      CUSIP       Rating
A-1        07325XAA8   AAA (sf)/Watch Neg

Bayview Commercial Asset Trust 2007-4
Series 2007-4
Class      CUSIP       Rating
A-1        07326BAA5   AA (sf)/Watch Neg

Bayview Commercial Asset Trust 2007-5
Series 2007-5
Class      CUSIP       Rating
A-2        07325WAC6   AAA (sf)/Watch Neg
A-3        07325WAD4   AAA (sf)/Watch Neg

Bayview Commercial Asset Trust 2007-6
Series 2007-6
Class      CUSIP       Rating
A-2        07326FAC2   AAA (sf)/Watch Neg
A-3A       07326FAD0   AAA (sf)/Watch Neg
A-3B       07326FAT5   AAA (sf)/Watch Neg
A-4A       07326FAE8   AA (sf)/Watch Neg
A-4B       07326FAU2   AA (sf)/Watch Neg

Bayview Commercial Asset Trust 2008-1
Series 2008-1
Class      CUSIP       Rating
A-2A       07324AAC5   AAA (sf)/Watch Neg
A-2B       07324AAD3   AAA (sf)/Watch Neg
A-3        07324AAE1   AAA (sf)/Watch Neg
A-4        07324AAF8   AAA (sf)/Watch Neg


BACM 2006-6: Moody's Lowers Rating of Cl. A-J Notes to 'B1'
-----------------------------------------------------------
Moody's affirmed the ratings of 15 classes and downgraded five
classes of BACM Commercial Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2006-6:

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

Cl. A-3, Affirmed at Aaa (sf); previously on Dec 1, 2006
Definitive Rating Assigned Aaa (sf)

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

Cl. A-4, Affirmed at Aaa (sf); previously on Dec 1, 2006
Definitive Rating Assigned Aaa (sf)

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

Cl. A-M, Downgraded to Baa1 (sf); previously on Feb 17, 2011
Downgraded to A1 (sf)

Cl. A-J, Downgraded to B1 (sf); previously on Feb 17, 2011
Downgraded to Ba1 (sf)

Cl. B, Downgraded to B3 (sf); previously on Feb 17, 2011
Downgraded to B1 (sf)

Cl. C, Downgraded to Caa2 (sf); previously on Feb 17, 2011
Downgraded to B3 (sf)

Cl. D, Downgraded to Caa3 (sf); previously on Feb 17, 2011
Downgraded to Caa2 (sf)

Cl. E, Affirmed at Ca (sf); previously on Feb 17, 2011 Downgraded
to Ca (sf)

Cl. F, Affirmed at C (sf); previously on Feb 17, 2011 Downgraded
to C (sf)

Cl. G, Affirmed at C (sf); previously on Feb 17, 2011 Downgraded
to C (sf)

Cl. H, Affirmed at C (sf); previously on Feb 17, 2011 Downgraded
to C (sf)

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

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

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

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

Cl. XC, Affirmed at Aaa (sf); previously on Dec 1, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. XP, Affirmed at Aaa (sf); previously on Dec 1, 2006 Definitive
Rating Assigned Aaa (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. The downgrades are
primarily due to realized and anticipated losses from specially
serviced and troubled loans.

Moody's rating action reflects a cumulative base expected loss of
12.0% of the current balance compared to 10.0% at last review.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
the commercial real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. The hotel and multifamily sectors are in
recovery and improvements in the office sector continue, with
fundamentals in Gateway cities outperforming their suburban
counterparts. However, office demand is closely tied to
employment, where fundamentals remain weak, so significant
improvement may be delayed. Performance in the retail sector has
been mixed with on-going rent deflation and leasing challenges.
Across all property sectors, the availability of debt capital
continues to improve with monetary policy expected to remain
supportive and interest rate hikes postponed. Moody's central
global macroeconomic scenario reflects an overall downward
revision of forecasts since last quarter, amidst ongoing fiscal
consolidation efforts, household and banking sector deleveraging,
persistently high unemployment levels, and weak housing markets
that will continue to constrain growth.

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

Moody's noted that on November 22, 2011, it released a Request for
Comment, in which the rating agency has requested market feedback
on potential changes to its rating methodology for Interest-Only
Securities. If the revised methodology is implemented as proposed
the rating on BACM Commercial Mortgage Trust Series 2006-6 Classes
XC and XP may be negatively affected. Please refer to Moody's
request for Comment, titled "Proposal Changing the Global Rating
Methodology for Structured Finance Interest-Only Securities," for
further details regarding the implications of the proposed
methodology change on Moody's rating.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a pay down analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit 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 16, down from 18 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 8.2 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship.

These aggregated proceeds are then further adjusted for any
pooling benefits associated with loan level diversity, other
concentrations and correlations. Moody's ratings are determined by
a committee process that considers both quantitative and
qualitative factors. Therefore, the rating outcome may differ from
the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp --and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated February 17, 2011.

DEAL PERFORMANCE

As of the January 4, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 8% to $2.22 billion
from $2.46 billion at securitization. The Certificates are
collateralized by 100 mortgage loans which range in size from less
than 1% to 13% of the pool, with the top ten loans representing
53% of the pool. The pool contains no defeased loans or loans with
investment grade credit estimates.

Twenty-eighty 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 (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 since
securitization, resulting in an $18.8 million loss (41% loss
severity overall). There are currently 13 loans, representing 29%
of the pool, in special servicing. The largest specially serviced
loan is the Riverchase Galleria Loan ($305.0 million -- 14.0%
of the pool), which is secured by the borrower's interest in a
1.6 million square foot (SF) regional mall (582,000 SF of loan
collateral) located in Hoover, Alabama. The mall is anchored by JC
Penney, Macy's and Sears. Van Mauer has announced that it will
open in a currently vacant anchor space. The property was 91%
leased as of September 2011, a slight improvement since last
review. The loan had an anticipated repayment date of October 1,
2011 but was transferred to special servicing on June 24, 2010 due
to imminent monetary default and subsequently defaulted. Although
the loan's sponsor, GGP, filed for and has emerged from Chapter 11
bankruptcy proceedings, Riverchase Galleria was excluded from that
filing and was not modified at that time. The servicer recognized
a $129.8 million appraisal reduction in September 2011 and a loan
modification is currently being finalized between the borrower and
special servicer.

The remaining 12 specially serviced loans are secured by a mix of
property types. The master servicer has recognized appraisal
reductions totaling $166.6 million from specially serviced loans.
Moody's has estimated an aggregate $178.6 million loss (38%
expected loss on average) for all of the specially serviced loans.

Moody's has assumed a high default probability for 13 poorly
performing loans representing 8% of the pool and has estimated a
$25.8 million loss (15% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2010 and partial year 2011
operating results for 99% and 89%, respectively, of the pool's
non-specially serviced loans.

Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 124% compared to 126% at Moody's prior review.
Moody's net cash flow reflects a weighted average haircut of 11.2%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.2%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.22X and 0.87X, respectively, compared to
1.19X and 0.84X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three performing loans represent 28% of the pool balance.
The largest loan is the 777 Tower Loan ($273.0 million -- 12.3% of
the pool), which is secured by a 1.0 million SF Class A high-ride
office tower located in downtown Los Angeles, California. As of
September 2011 the property was 83% leased compared to 77% at last
review. The loan sponsor is Maguire and the loan is interest-only
through the term. The loan is on the servicer's watchlist due to
low debt service coverage ratio and occupancy concerns. Moody's
LTV and stressed DSCR are 169% and 0.58X, respectively, unchanged
since last review.

The second largest performing loan is the Empire Mall Loan
($176.3 million -- 7.9% of the pool), which is secured by a
1.1 million SF regional mall located in Sioux Falls, South
Dakota. Financial performance declined between year-end 2010 and
2009 with occupancy reported at 96% as of June 2011 versus 98% at
last review. Simon Property Group is the sponsor and Simon assumed
100% control of the asset as of January 1, 2012 as part of a joint
venture dissolution between Simon and Macerich. Moody's LTV and
stressed DSCR are 117% and 0.81X, respectively, compared to 114%
and 0.83X at last review.

The third largest performing loan is the LNR Warner Center Loan
($174.0 million -- 7.8% of the pool), which is secured by a five-
building office complex located in Woodland Hills, California. The
loan was on the servicer's watchlist due to Health Net of
California's December 2011 lease expiration. Health Net recently
signed a 10-year lease renewal at current market rents. As of
September 2011, the property was 89% leased compared to 91% at the
last review. Moody's LTV and stressed DSCR are 107% and 0.94X,
respectively, compared to 117% and 0.85X at last review.


BACM 2008-LS1: Moody's Reviews 'Ba1' Rating of Cl. B Notes
----------------------------------------------------------
Moody's Investors Service placed the ratings of seven CMBS classes
of Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2008-LS1 on review for possible
downgrade:

Cl. A-M, A1 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 28, 2010 Downgraded to A1 (sf)

Cl. A-J, Baa2 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 28, 2010 Downgraded to Baa2 (sf)

Cl. B, Ba1 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 28, 2010 Downgraded to Ba1 (sf)

Cl. C, Ba3 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 28, 2010 Downgraded to Ba3 (sf)

Cl. D, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 28, 2010 Downgraded to B3 (sf)

Cl. E, Caa2 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 28, 2010 Downgraded to Caa2 (sf)

Cl. F, Caa3 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 28, 2010 Downgraded to Caa3 (sf)

RATINGS RATIONALE

The classes were placed on review for possible downgrade due to
higher than anticipated losses from liquidated loans and an
increase in expected losses from specially serviced and troubled
loans. Realized losses have increased from $33 million at Moody's
last full review to $112 million as of the most recent remittance
statement.

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 April 22, 2011.

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000.

DEAL PERFORMANCE

As of the January 10, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 10% to $2.11
billion from $3.35 billion at securitization. The Certificates are
collateralized by 217 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 31%
of the pool. There are no defeased loans or loans with investment
grade credit estimates.

Sixty-five loans, representing 20% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
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 $112 million (52% loss severity). Currently
twenty-four loans, representing 14% of the pool, are in special
servicing.

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


BEAR STEARNS: DBRS Downgrades Class L Rating to 'D'
---------------------------------------------------
DBRS has downgraded the Commercial Mortgage Pass-Through
Certificates, Series 2007-PWR18, Class L issued by Bear Stearns
Commercial Mortgage Securities Trust 2007-PWR18 (the Trust) to D
(sf) from C (sf).

The downgrade follows realized losses incurred by the Trust
following the liquidation of two loans in January 2012.

Van Buren Road Shopping Center (Prospectus ID#83) was secured by a
42,000 square foot (sf) retail property in Avondale, Arizona,
approximately 15 miles west of the Phoenix central business
district (CBD).  The property was built in 2006 and was anchored
by Fabric Depot, representing 49% of the net rentable area (NRA).
Fabric Depot recently exercised an option to terminate its lease
ahead of the scheduled August 2017 expiry.  This loan was
transferred to special servicing in August 2010 for payment
default, partially attributable to declines in occupancy and cash
flow in recent years.  The asset became real estate owned (REO) in
May 2011 and had been included in a portfolio note sale.  The
realized Trust loss associated with this totals $6.9 million as of
the January 2012 remittance.

The second loan that was liquidated, 2695 Mt. Vernon (Prospectus
ID#132), was secured by a 25,000 sf retail property in
Bakersfield, California, in a high-traffic retail node just off of
Hwy. 178.  Econo Lube is the subject's largest tenant, occupying
22% of the NRA.  This loan transferred to special servicing in
June 2010 for payment default and the asset became REO in August
2011.  The asset was included in a November 2011 auction and
liquidated with the January 2012 remittance, incurring a realized
Trust loss of approximately $3.0 million.

Cumulative realized losses to the Trust now total more than
$75 million.  The outstanding balance of loans in special
servicing exceeded $215 million as of the January 2012 remittance.
DBRS expects losses on the loans in special servicing to affect
Class H, Class J and Class K, the three classes that it currently
rates at C (sf), totaling close to $71 million.


C-BASS ABS: Fitch Junks Rating on Class 1E Note at 'CCsf'
---------------------------------------------------------
Fitch Ratings has downgraded one class and affirmed four
classes in C-BASS ABS, L.L.C. 1998-01, a Federal Housing
Administration/U.S. Department of Veteran Affairs (FHA/VA) U.S.
residential mortgage-backed securities (RMBS) transaction.  In
addition, all classes have been removed from Rating Watch
Negative, and assigned a Negative Outlook.

Fitch has removed these classes from Rating Watch Negative and
taken rating actions as indicated:

  -- Class 1A (CUSIP: 124860BE6) downgraded to 'Asf' from 'AAsf';
     Outlook Negative;

  -- Class 1B (CUSIP: 124860BF3) affirmed at 'BBsf'; Outlook
     Negative;

  -- Class 1C (CUSIP: 124860BG1) affirmed at 'BBsf'; Outlook
     Negative;

  -- Class 1D (CUSIP: 124860BH9) affirmed at 'Bsf;' Outlook
     Negative;

  -- Class 1E (CUSIP: 124860BJ5 affirmed at 'CCsf' RE45%.

The downgrade of class 1A reflects the implementation of Fitch's
small-pool policy which generally caps ratings at 'Asf' when the
mortgage pool's remaining loan count declines below 100 and the
transaction lacks specific structural mitigants for increasing
tail-risk.

The underlying collateral for this transaction consists of
mortgage loans insured by the Federal Housing Administration (FHA)
and partially guaranteed by the Department of Veterans Affairs
(VA).  Although the mortgage loans are insured, the certificates
will generally not be guaranteed.  To maintain the FHA insurance
or VA guaranty on the mortgage loans, the master servicer must
service the mortgage loans in accordance with the regulations of
the applicable federal agency.  To minimize losses on mortgage
loans, the FHA requires and the VA encourages the master servicer
to use loss mitigation techniques, including forbearance
agreements, 'streamline refinancing,' pre-foreclosure sales and
modification agreements.  The mortgage loans are secured by first
liens on one- to four-family residential real properties and had
been re-performing at deal closing.

Fitch used the same severity and probability of default
assumptions that were used in the September 2011 FHA/VA review
for this transaction, since performance has been stable. The base-
case severity assumption used was approximately 10% and reflects
actual severity trends and the percentage of FHA and VA loans in
the transaction.  The insurance provided by the FHA and VA has
resulted in significantly lower severities compared to non-insured
RMBS transactions.  To determine the probability of default, Fitch
used vintage average default assumptions derived from pre-2005
vintage Subprime loans that were adjusted based on each pool's
performance.  The base-case probability of default for this
transaction was approximately 33%.

The expected collateral loss as a percentage of the original pool
balance is .82% and the expected loss as a percentage of the
remaining pool balance is 3.49%. T he remaining pool balance has
paid down to approximately 6% of the original pool balance.

After determining the pool's projected base-case and stressed
scenario loss assumptions, Fitch performed cash flow analysis to
determine each bond's principal recovery and projected interest
shortfall in the 'Bsf' through 'AAAsf' rating stresses.  Fitch's
cash flow analysis assumed 100% servicer advancing on delinquent
loans in the 'Bsf' to 'AAsf' rating stresses to reflect current
practices of the servicer on this mortgage pool.  Due to the
insurance and resulting low loss severities, Fitch expects
servicer advancing rates to generally be higher for FHA/VA pools
than other RMBS sectors.  As a stress to reflect a low likelihood
of risk, Fitch haircut the servicing advancing rates in the
'AAAsf' stress.  Further details regarding Fitch's cash flow
assumptions are described in the July 8, 2011 report 'U.S. RMBS
Surveillance Criteria'.


C-BASS CBO: Fitch Affirms Junk Rating on Two Note Classes
---------------------------------------------------------
Fitch Ratings has upgraded one and affirmed two classes of notes
issued by C-BASS CBO V, Ltd./Corp. (C-BASS V).  The rating actions
are:

  -- $4,271,135 class C notes upgraded to 'AAAsf' from 'AA+sf',
     Outlook revised to Stable from Negative;
  -- $8,889,451 class D-1 notes affirmed at 'CCCsf';
  -- $8,605,209 class D-2 notes affirmed at 'CCCsf'.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Structured Finance Portfolio Credit Model (SF PCM) for
projecting future default levels for the underlying portfolio.
These default levels were then compared to the breakeven levels
generated by Fitch's cash flow model of the CDO under various
default timing and interest rate stress scenarios, as described in
the report 'Global Criteria for Cash Flow Analysis in CDOs'.
Fitch also considered additional qualitative factors into its
analysis, as described below, to conclude the rating actions for
the notes.

Since the last rating action in January 2011, the credit quality
of the collateral has deteriorated with approximately 27.7% of the
portfolio downgraded a weighted average of 4.2 notches.
Approximately 57.7% of the portfolio has a Fitch derived rating
below investment grade and 48.9% has a rating in the 'CCC' rating
category or lower, compared to 43.6% and 35.1%, respectively, at
last review.

Despite the continued deterioration in the portfolio, the class C
notes are upgraded to 'AAAsf' and its Outlook is revised to Stable
following repayment of the class B notes on Dec. 22, 2011.  The
amortization of the capital structure has increased the class C
credit enhancement (CE) level significantly, providing ample
cushion for the notes to withstand potential further negative
migration in the portfolio.

The affirmation of the class D-1 and D-2 (together, class D) notes
is due to CE levels increasing sufficiently to offset the
deterioration in the underlying assets.  The cash flow model
indicates the rating could be higher than 'CCCsf' in some
scenarios, however, the class D notes remain sensitive to further
negative migration and adverse selection as the portfolio becomes
more concentrated.  Additionally, there is no prospect of excess
spread diversion to help build cushion against these risks.

C-BASS V is a static structured finance collateralized debt
obligation (SF CDO) that closed on Dec. 20, 2002.  The initial
portfolio was selected by C-BASS Investment Management LLC and
as of Feb. 14, 2011 it is monitored by NIC Management LLC, an
affiliate of Newcastle Investment Corp.  As of the Dec. 31, 2011
trustee report, the portfolio is comprised of residential
mortgage-backed securities (67.4%), consumer asset-backed
securities (23.1%) and SF CDOs (9.5%) from 1997 through 2002
vintage transactions.


CAPITAL TRUST: S&P Lowers Ratings on 5 Classes to 'D'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
on five classes from Capital Trust Re CDO 2005-1 Ltd. (Capital
Trust 2005-1), a U.S. commercial real estate collateralized debt
obligation (CRE CDO) transaction. "At the same time, we affirmed
our ratings on three other classes from the same transaction," S&P
said.

"The rating actions primarily reflect our analysis of the deal
following the deterioration in the transaction's collateralization
ratio. According to the Jan. 17, 2012, trustee report, the
transaction's collateral totaled $166.7 million, while the
transaction's liability totaled $242.4 million, which includes
capitalized interest," S&P said.

"The rating actions also reflect reported defaulted assets
totaling $70.5 million (42.3%) in the transaction's collateral
pool. The volume of defaulted assets has caused further
deterioration in the collateralization of the transaction," S&P
said.

"In addition, we analyzed the transaction and its underlying
collateral including six rated classes ($26.0 million, 15.6% of
the collateral pool) that have experienced negative rating
actions. We lowered our ratings on classes D, E, F, G, and H to 'D
(sf)' from 'CCC- (sf)' because we determined that the classes are
unlikely to be repaid in full," S&P said.

"According to the Jan. 17, 2012 trustee report, the transaction's
current assets included 12 subordinate interest loans totaling
$119.9 million (71.9%), seven commercial mortgage-backed
securities (CMBS) tranches totaling $33.0 million (19.9%), and
three CRE CDO tranches totaling $13.7 million (8.2%)," S&P said.
Per the trustee report, six of the 12 subordinate interest loans
are performing and have maturity dates ranging from 2012 to 2014.
Capital Trust 2005-1 has exposure to the CMBS transactions that
Standard & Poor's has downgraded:

    Capital Trust CRE CDO IV series 2006-4A (classes G, H, and J;
    $13.7 million, 8.2%);

    Wachovia Bank Commercial Mortgage Trust series 2006-C4 (class
    K; 6.0 million, 3.6%);

    COMM 2006-FL12 (class J; $4.1 million, 2.4%); and

    JP Morgan Chase Commercial Mortgage Securities Corp. series
    2006-CIBC14 (class H; 2.1 million, 1.3%).

The trustee report noted six defaulted loans ($29.6 million,
17.7%) in the transaction. Standard & Poor's estimated specific
recovery rates for the defaulted loans to arrive at a weighted
average of 37.5%. "We based the recovery rates on information from
the collateral manager, special servicer, and third-party data
providers," S&P said. The defaulted loan assets are:

    The Menlo Oaks loan ($8.5 million, 5.1%);
    The Embassy Suites LBV loan ($7.5 million, 4.5%);
    The Resorts International portfolio loan ($5.3 million, 3.2%);
    The Liberty Properties loan ($4.3 million, 2.6%);
    The Crescent Resources loan ($2.9 million, 1.7%); and
    The Pointe Apartments loan ($1.1 million, 0.7%).

"According to the January trustee report, the deal is failing the
class C, D, and E interest coverage test and both of the
overcollateralization tests," S&P said.

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

              Standard & Poor's 17g-7 Disclosure Report

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

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

        http://standardandpoorsdisclosure-17g7.com

Ratings Lowered

Capital Trust Re CDO 2005-1 Ltd.
                  Rating
Class     To                   From
D         D (sf)               CCC- (sf)
E         D (sf)               CCC- (sf)
F         D (sf)               CCC- (sf)
G         D (sf)               CCC- (sf)
H         D (sf)               CCC- (sf)

Ratings Affirmed

Capital Trust Re CDO 2005-1 Ltd.

Class     Rating
A         BB- (sf)
B         CCC- (sf)
C         CCC- (sf)


CD COMMERCIAL: Fitch Junks Rating on Three Note Certificates
------------------------------------------------------------
Fitch Ratings downgrades three classes of CD Commercial Mortgage
Trust 2007-CD5, commercial mortgage pass-through certificates, due
to further deterioration of performance and realized losses from
dispositions.

The downgrades reflect a slight increase in cumulative transaction
losses across the pool combined with greater certainty of losses
for the loans in special servicing as well as recent dispositions.
Fitch modeled losses of 5.1% (8.5% cumulative transaction losses,
which includes losses realized to date) based on expected losses
on the specially serviced loans and loans that are not expected to
refinance at maturity.

As of the January 2012 distribution date, the pool's aggregate
principal balance has decreased 10.1% to $1.88 billion from
$2.09 billion at issuance.  As of January 2012, there are
cumulative interest shortfalls in the amount of $3.5 million,
currently affecting classes K through N and class S.  Fitch has
designated 55 loans (37.4%) as Fitch Loans of Concern, which
includes seven specially serviced loans (5.5%).

The largest contributor to modeled losses is the Hotel De Luxe
loan (1.3%).  The property is a 130-room full service historical
hotel in downtown Portland, OR.  The property is well located
directly on the Max Light Rail.  The property has exhibited steady
declines in RevPAR from YE 2008 through YE 2010. Additionally,
the loan converted from interest-only payments to principal and
interest payments in December 2009.  The servicer indicated that
property is located in a saturated downtown market, which is very
competitive and continues to be challenged by the economic
downturn.

The second largest contributor to modeled losses is the Center at
Culpeper loan (0.8%).  This loan is secured by a 73,000 sf retail
property, located in Culpeper, VA.  The loan was transferred to
the Special Servicer in March 2011 for imminent default.  The
borrower and the special servicer could not come to terms on a
workout so the special servicer is proceeding with foreclosure.
A recent appraisal indicates significant losses.

The third largest contributor to losses is the Lincoln Square loan
(8.5%).  The loan is collateralized by a 405,978 sf office
property located in Washington, DC. The property encompasses one-
half of the block surrounded by 10th, 11th, E and F Streets and is
located within the East End submarket of Washington, D.C.  The YE
2010 NCF DSCR was 1.31x, the same as underwritten at issuance.
Occupancy dipped slightly to 96.5% as of June 2011.  The property
had previously been 100% occupied since issuance.

Fitch has downgraded the following classes and assigned as
indicated:

Fitch downgrades, removes from Rating Watch Negative and assigns
Recovery Ratings to these classes as indicated:

  -- $20.9 million class G to 'CCsf' from 'CCCsf'; RE 100%;
  -- $23.6 million class J to 'Csf' from 'CCsf'; RE 0%;
  -- $20.9 million class K to 'Csf' from 'CCsf'; RE 0%.

Fitch affirms these classes:

  -- $32.6 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $52 million class A-AB at 'AAAsf'; Outlook Stable;
  -- $958.9 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $281.5 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $168.7 million class AM at 'AAAsf'; Outlook Stable;
  -- $40.7 million class A-MA at 'AAAsf'; Outlook Stable;
  -- $111.8 million class AJ at 'BBBsf'; Outlook Stable;
  -- $27 million class A-JA at 'BBBsf'; Outlook Stable;
  -- $20.9 million class B at 'BBBsf'; Outlook Stable;
  -- $20.9 million class C at 'BBsf'; Outlook Stable;
  -- $20.9 million class D at 'BBsf'; Outlook Negative;
  -- $18.3 million class E at 'Bsf'; Outlook Negative;
  -- $18.3 million class F at 'CCCsf'; RE 100%;
  -- $23.6 million class H at 'CCsf'; RE 60%.

Classes A-1 and A-2 have been paid in full. Classes L through Q
have realized losses and remain at 'Dsf' RE 0%.  Class S is not
rated by Fitch.  Fitch withdrew the ratings of the interest only
classes X-S and X-P.


CITIGROUP 2004-C2: S&P Cuts Rating on Class O Certificates to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D (sf)'
from 'CCC- (sf)' on the class O commercial mortgage pass-through
certificate from Citigroup Commercial Mortgage Trust 2004-C2, a
U.S. commercial mortgage-backed securities (CMBS) transaction.

"We downgraded class O to 'D (sf)' following a principal loss to
the class totaling $400,940, as detailed in the Jan. 18, 2012
trustee remittance report. The liquidation of one asset prompted
the loss. The asset had a beginning scheduled principal balance of
$5.1 million and was liquidated in January at a loss severity of
41.5%. According to the Jan. 18, 2012 trustee remittance report,
class P, a nonrated class, also experienced a principal loss that
reduced its outstanding principal balance to zero," S&P said.

             Standard & Poor's 17g-7 Disclosure Report

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

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

             http://standardandpoorsdisclosure-17g7.com


CNL FUNDING: Moody's Raises Rating of Class A-2 Notes to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service has upgraded the class A-2 certificates
issued by CNL Funding 2000-A, L.P. The certificates are backed by
triple net leases to franchise restaurants. The certificates are
also insured by MBIA (B3). The complete rating action is:

Issuer: CNL Funding 2000-A, L.P.

Class A-2, Upgraded to Ba2 (sf); previously on Mar 23, 2009
Downgraded to B2 (sf)

RATINGS RATIONALE

The rating action was prompted by high levels of credit
enhancement available to protect certificate holders from
collateral losses, relative to the previous rating of B2 (sf) on
the certificates. As of the December 27th, 2011, payment date, the
Class A-2 bond benefits from 28% credit enhancement as a
percentage of the outstanding pool balance. The transaction has
also benefited from substantial deleveraging, as a result of a
large number of prepayments occurring within the last 6 months.
Since August 2011, roughly $8 million of principal cash flow from
$11 million in prepaid receivables was used to amortize the Class
A-2 certificates. On the other, along with substantial specially
serviced loans in the deal representing roughly 21% of outstanding
balance, restaurant brand concentration risk will remain a credit
negative for the deal. The IHOP restaurant brand makes up the
largest concentration in the pool at approximately 20% of the
current pool balance, followed by Jack in the Box (14%) and
Applebees (8%).

The new rating reflects the underlying risks in the transaction as
well as Moody's view on future performance of the collateral
properties.

The primary source of uncertainty for the transactions is the
current macroeconomic environment and its impact on the restaurant
and fast food industry. Moody's current outlook on the restaurant
industry is stable but weak as many fast food restaurants remain
under financial pressure.

METHODOLOGY

In order to estimate losses on the collateral pool, Moody's
calculates the expected loss given default of the obligors that
have become nonperforming, and also estimates future losses on the
performing portion of the pool, all as a percentage of the
outstanding pool balance. In evaluating the nonperforming loans,
key factors include collateral valuations and expected recovery
rates, volatility around those recovery rates, historical obligor
performance, time until recovery or liquidation on defaulted
obligors, concessions due to restructuring which may negatively
impact the overall cash flow of the trust and/or the collateral,
and future industry expectations. In evaluating the performing
portion of the pool, Moody's estimates default rates based on
industry outlook and credit quality of underlying concepts and/or
borrowers, with additional stress applied for concentrated pools,
such as the CNL pool related to this action. Moody's then applies
a stressed loss severity that accounts for historical loss
experience as well as possible future deterioration of the
underlying collateral. Moody's total losses are then evaluated
against the available credit enhancement provided by
overcollateralization, subordination, and excess spread if
available. Sufficiency of coverage is considered in light of
remaining borrower concentrations and concepts, remaining bond
maturities, and economic outlook.


COMM 2005-FL11: Moody's Affirms 'Ba1' Rating of Cl. J Notes
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of nine pooled
classes of COMM 2005-FL11 Commercial Mortgage Securities Corp.
Series 2005-FL11.

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

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

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

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

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

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

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

Cl. X-2-DB, Affirmed at Aaa (sf); previously on Dec 6, 2005
Definitive Rating Assigned Aaa (sf)

Cl. X-3-DB, Affirmed at Aaa (sf); previously on Dec 16, 2005
Assigned Aaa (sf)

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio and Moody's stressed debt service coverage
ratio (DSCR) remaining within acceptable ranges.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
the commercial real estate property markets. While commercial
real estate property markets are gaining momentum, a consistent
upward trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline
and job creation rebounds. The hotel and multifamily sectors
are in recovery and improvements in the office sector continue,
with fundamentals in Gateway cities outperforming their
suburban counterparts. However, office demand is closely tied
to employment, where fundamentals remain weak, so significant
improvement may be delayed. Performance in the retail sector has
been mixed with on-going rent deflation and leasing challenges.
Across all property sectors, the availability of debt capital
continues to improve with monetary policy expected to remain
supportive and interest rate hikes postponed. Moody's central
global macroeconomic scenario reflects an overall downward
revision of forecasts since last quarter, amidst ongoing fiscal
consolidation efforts, household and banking sector deleveraging,
persistently high unemployment levels, and weak housing markets
that will continue to constrain growth.

The principal methodology used in this rating was "Moody's
Approach to Rating CMBS Large Loan/Single Borrower Transactions"
published in July 2000.

Moody's noted that on November 22, 2011, it released a Request for
Comment, in which the rating agency has requested market feedback
on potential changes to its rating methodology for Interest-Only
Securities. If the revised methodology is implemented as proposed
the rating on COMM 2005-FL11 Class X-2-DB and Class X-3-DB may be
negatively affected. Please refer to Moody's request for Comment,
titled "Proposal Changing the Global Rating Methodology for
Structured Finance Interest-Only Securities," for further details
regarding the implications of the proposed methodology change on
Moody's rating.

Moody's review incorporated the use of the excel-based CMBS Large
Loan Model v 8.2 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 February 3, 2011. 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 January 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 92%
to $130.8 million from $1.69 billion at securitization. The
Certificates are secured by three loans ranging in size from 9% to
72% of the pool balance.

The pool has experienced losses of $22,546 since securitization.
As of the January18, 2012 remittance statement, there are interest
shortfalls totaling $38,537 to Class L. Generally, interest
shortfalls are caused by special servicing fees, including workout
and liquidation fees, appraisal subordinate entitlement reductions
(ASERs) and extraordinary trust expenses.

Moody's weighed average pooled loan to value (LTV) ratio is 86%
compared to 80% at last review.

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

Currently one loan, the DDR/Macquarie Mervyn's Portfolio Loan
($11.4 million -- 9% of the pool balance), is in special
servicing. This loan represents a pari-passu interest in a
$153.4 million first mortgage loan. The loan has paid down 41%
since securitization. The loan was originally secured by 35 single
tenant buildings leased to Mervyn's. Mervyn's filed for Chapter 11
bankruptcy protection in July 2008, closed all its stores, and
rejected the leases on all the properties in this portfolio. The
loan was transferred to special servicing in October 2008 due to
imminent default. The borrower is focused on selling or releasing
the properties. Eleven properties have been sold and two sales are
pending. Ten properties have been fully or partially leased.
Fourteen properties are vacant. The loan matured in October of
2010 and is delinquent in paying debt service. Moody's loan to
value (LTV) ratio is over 100%, the same as last review. Moody's
current credit estimate is C, the same as last review.

The largest loan in the pool is the Whitehall/Starwood Golf
Portfolio Loan ($93.8 million -- 72% of the pool balance) which
was initially supported by fee and leasehold interests in a
portfolio of 173 public and private golf courses containing
3,374 holes. Due to property releases, the loan is now secured
by 92 courses containing approximately 1,800 holes across the
United States. The properties are managed by AGC Corp. The
servicer recently executed a forbearance through July 2012. The
modification called for two principal payments of $25 million
expected in August 2011 and June 2012. However, the August 2011
payment was never applied as there was no "excess cash flow" as
defined in the modification documents. There is additional debt in
the form of a $105.6 million B-Note and $55.6 million of mezzanine
debt bringing the total debt to $255.0 million. A 2010 appraisal
valued the portfolio at $267 million. However, Moody's recognizes
the market for golf courses is soft with very limited activity.
Moody's current pooled LTV is 70%. Moody's current credit estimate
is Ba3 compared to Ba1 at last review.

The second largest loan is the Crossgate Commons Loan
($25.5 million -- 19% of the pool balance), which is secured by a
690,000 square foot power center located in Albany, New York. The
center is anchored by Wal-Mart and Sam's Club, although neither
tenant is part of the collateral. Other anchor tenants include
Home Depot, Sport's Authority, Michaels, PetSmart and Planet
Fitness. As of September 2011, the center was 59% leased.
Both the cash flow and occupancy have deteriorated since
securitization. This loan has been extended through September
2012. In addition, the borrower is providing an additional
guarantee of up to $8 million and the cash flow is being swept
into a reserve account and will be held as additional collateral.
Moody's current pooled LTV is over 100% and stressed DSCR is
0.90X. Moody's current credit estimate is Caa1.


CREST 2003-1: Fitch Junks Rating on Two Note Classes
----------------------------------------------------
Fitch Ratings has affirmed six and downgraded two classes issued
by Crest 2003-1 Ltd./Corp. (Crest 2003-1).  The affirmations are
a result of significant amortization of the capital structure.
Alternatively, the downgrades are a result of a decrease in credit
enhancement due to principal losses on the underlying collateral.

Since Fitch's last rating action in March 2011, the credit quality
of the collateral has deteriorated with approximately 23.8% of the
collateral downgraded and only 1.7% upgraded.  Currently, 54.5% of
the portfolio has a Fitch derived rating below investment grade
and 42.5% has a rating in the 'CCC' category and below, compared
to 56.4% and 41.3%, respectively, at the last rating action.
Additionally, the class A notes, collectively class A-1 and A-2,
have received $36.2 million in paydowns since the last rating
action for a total of $147.4 million in principal repayment since
issuance.  There has also been an additional $35.2 million in
principal losses.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model (PCM) for projecting future default
levels for the underlying portfolio.  The default levels were then
compared to the breakeven levels generated by Fitch's cash flow
model of the CDO under the various default timing and interest
rate stress scenarios, as described in the report 'Global Criteria
for Cash Flow Analysis in CDOs'.  Fitch also analyzed the
structure's sensitivity to the assets that are distressed,
experiencing interest shortfalls, and those with near-term
maturities.  The breakeven rates in Fitch's cash flow model for
the class A-1 through B-2 notes are generally consistent with the
ratings assigned below.

For the class C (C-1 and C-2) and D (D-1 and D-2) notes, Fitch
analyzed each class' sensitivity to the default of the distressed
assets ('CCC' and below).  Given the high probability of default
of the underlying assets and the expected limited recovery
prospects upon default, the class C notes have been affirmed at
'CCCsf', indicating that default is possible.  Similarly, the
class D notes have been downgraded to 'Csf', indicating that
default is inevitable.  The class C and D notes are currently
receiving interest paid in kind (PIK) whereby the principal amount
of the notes is written up by the amount of interest due.

The Stable Outlook on the class A notes is primarily driven by the
increase in credit enhancement, providing ample cushion for the
notes to withstand potential further migration in the portfolio
and that the notes will continue to amortize. The Negative Outlook
on the class B notes reflects Fitch's view that the notes remain
sensitive to further negative migration. Fitch does not assign
outlooks to classes rated 'CCC' and below.

Crest 2003-1 is a static cash flow collateralized debt obligation
(CDO), which closed March 13, 2003.  The collateral is composed of
72.9% commercial mortgage backed securities (CMBS), and 27.1% real
estate investment trusts (REIT).  The transaction is
collateralized by 65 assets from 36 obligors.

Fitch has taken these actions:

  -- $72,944,472 class A-1 notes affirmed at 'AAAsf', Outlook to
     Stable from Negative;

  -- $1,680,748 class A-2 notes affirmed at 'AAAsf', Outlook to
     Stable from Negative;

  -- $24,000,000 class B-1 notes affirmed at 'BBBsf', Outlook
     Negative;

  -- $36,000,000 class B-2 notes affirmed at 'BBBsf', Outlook
     Negative;

  -- $28,731,251 class C-1 notes affirmed at 'CCCsf';

  -- $50,453,020 class C-2 notes affirmed at 'CCCsf';

  -- $10,679,576 class D-1 notes downgraded to 'Csf' from 'CCsf';

  -- $59,994,674 class D-2 notes downgraded to 'Csf' from 'CCsf'.


CREST 2003-1: Moody's Lowers Rating of Cl. C-1 Notes to 'Caa2'
--------------------------------------------------------------
Moody's has downgraded the ratings of four classes of Notes issued
by Crest 2003-1, Ltd., due to deterioration in the underlying
collateral as evidenced by the increased undercollateralization
since last review. The affirmations are due to the key transaction
parameters performing within levels commensurate with the existing
ratings levels. The rating action is the result of Moody's on-
going surveillance of commercial real estate collateralized debt
obligation (CRE CDO) and Re-remic transactions.

Cl. A-1, Affirmed at Aaa (sf); previously on Jan 11, 2009
Confirmed at Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Jan 11, 2009
Confirmed at Aaa (sf)

Cl. B-1, Downgraded to A1 (sf); previously on Jan 23, 2009
Downgraded to Aa2 (sf)

Cl. B-2, Downgraded to A1 (sf); previously on Jan 23, 2009
Downgraded to Aa2 (sf)

Cl. C-1, Downgraded to Caa2 (sf); previously on Mar 30, 2011
Downgraded to Ba3 (sf)

Cl. C-2, Downgraded to Caa2 (sf); previously on Mar 30, 2011
Downgraded to Ba3 (sf)

RATINGS RATIONALE

Crest 2003-1, Ltd., is a static cash CRE CDO transaction backed by
a portfolio of commercial mortgage backed securities (CMBS) (72.7%
of the pool balance) and real estate investment trust (REIT) debt
(27.3%). As of the November 28, 2011 Note Valuation report, the
aggregate Note balance of the transaction, including preferred
shares, has decreased to $464.5 million from $600.0 million at
issuance, with the paydown directed to the Class A-1 and Class A-2
Notes, as a result of amortization of the underlying collateral as
well as failure of the par value tests.

There are 24 assets with a par balance of $107.9 million (32.9% of
the current pool balance) that are considered Defaulted Securities
as of the December 30, 2011 Trustee report. While there have
been realized losses on the underlying collateral in the form of
$134.5 million to date, Moody's does expect significant losses to
occur once they are realized.

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

WARF is a primary measure of the credit quality of a CRE
CDO pool. Moody's has completed updated 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 4,603 compared to 5,102
at last review. The improved WARF is a result of the default
and liquidation of certain pool assets which contributed to the
undercollateralization noted herein. The distribution of current
ratings and credit estimates is as follows: Aaa-Aa3 (0.9% compared
to 0.8% at last review), A1-A3 (7.4% compared to 5.9% at last
review), Baa1-Baa3 (28.0% compared to 28.3% at last review), Ba1-
Ba3 (10.4% compared to 9.3% at last review), B1-B3 (7.1% compared
to 6.2% at last review), and Caa1-C (46.2% compared to 49.5% 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 2.1 years compared
to 2.8 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
16.1% compared to 17.2% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 2.0% compared to 4.2% 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
14.4% to 4.4% or up to 24.4% would result in average modeled
rating movement on the rated tranches of 0 to 2 notches downward
and 0 to 1 notch upward, respectively.

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

Primary sources of assumption uncertainty are the extent of
the slowdown in growth in the current macroeconomic environment
and the commercial real estate property markets. While commercial
real estate property markets are gaining momentum, a consistent
upward trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline
and job creation rebounds. The hotel and multifamily sectors
are in recovery and improvements in the office sector continue,
with fundamentals in Gateway cities outperforming their
suburban counterparts. However, office demand is closely tied
to employment, where fundamentals remain weak, so significant
improvement may be delayed. Performance in the retail sector has
been mixed with on-going rent deflation and leasing challenges.
Across all property sectors, the availability of debt capital
continues to improve with monetary policy expected to remain
supportive and interest rate hikes postponed. Moody's central
global macroeconomic scenario reflects an overall downward
revision of forecasts since last quarter, amidst ongoing fiscal
consolidation efforts, household and banking sector deleveraging,
persistently high unemployment levels, and weak housing markets
that will continue to constrain growth.

The methodologies used in this rating were "Moody's Approach to
Rating SF CDOs" published in November 2010, and "Moody's Approach
to Rating Commercial Real Estate CDOs" published in July 2011.


CREST 2004-1: S&P Cuts Ratings on 3 Classes of Notes to 'CC'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A, B-1, B-2, C-1, C-2, D, E-1, E-2, and F notes from
Crest 2004-1 Ltd., a collateralized debt obligation of commercial
mortgage-backed securities (CDO of CMBS) transaction. "At the same
time, we removed these ratings from CreditWatch, where we placed
them with negative implications on Nov. 14, 2011. We affirmed our
ratings on the class G-1, G-2, H-1, and H-2 notes," S&P said.

"The rating actions primarily reflect the significant decline in
the credit support available to the notes since we downgraded the
notes on April 1, 2011. According to the Dec. 30, 2011 trustee
report, the transaction had $217 million in performing assets
compared with $253 million in the Feb. 28, 2011 report (which we
referenced for our April 2011 rating action).  The transaction had
$127.65 million in defaulted assets according to the Dec. 30,
2011 report. All notes except the class A, B-1, and B-2 notes are
currently deferring their interest," S&P said.

The transaction has also experienced a decrease in the
overcollateralization (O/C) available to support the rated notes.
The trustee reported the O/C ratios in the Dec. 30, 2011 monthly
report:

    The A/B O/C ratio was 126.44%, compared with a reported ratio
    of 129.54% in February 2011;

    The C/D O/C ratio was 100.46%, compared with a reported ratio
    of 106.03% in February 2011;

    The E/F O/C ratio was 87.03%, compared with a reported ratio
    of 93.18% in February 2011; and

    The G/H O/C ratio was 80.02%, compared with a reported ratio
    of 86.43% in February 2011.

"Due to the decline in the credit support available to the notes,
we lowered our ratings and removed them from CreditWatch negative.
The affirmed ratings on the class G-1, G-2, H-1, and H-2 notes are
consistent with the credit support available at their current
rating levels," S&P said.

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

             Standard & Poor's 17g-7 Disclosure Report

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

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

           http://standardandpoorsdisclosure-17g7.com

Ratings Lowered And Removed From CreditWatch Negative

Crest 2004-1 Ltd.
                    Rating
Class        To                From
A            BB+ (sf)          BBB+ (sf)/Watch Neg
B-1          B+ (sf)           BB+ (sf)/Watch Neg
B-2          B+ (sf)           BB+ (sf)/Watch Neg
C-1          CCC+ (sf)         BB- (sf)/Watch Neg
C-2          CCC+ (sf)         BB- (sf)/Watch Neg
D            CCC- (sf)         B (sf)/Watch Neg
E-1          CC (sf)           CCC- (sf)/Watch Neg
E-2          CC (sf)           CCC- (sf)/Watch Neg
F            CC (sf)           CCC- (sf)/Watch Neg

Ratings Affirmed

Crest 2004-1 Ltd.

Class        Rating
G-1          CC (sf)
G-2          CC (sf)
H-1          CC (sf)
H-2          CC (sf)

Transaction Information

Issuer:                 Crest 2004-1 Ltd.
Coissuer:               Crest 2004-1 Corp.
Transaction type:       CDO of CMBS
Indenture trustee:      Bank of America N.A.


CSFB 2002-CP3: Moody's Reviews 'B2' Rating of Cl. J Notes
---------------------------------------------------------
Moody's Investors Service placed the ratings of three CMBS classes
of Credit Suisse First Boston Mortgage Securities, Commercial
Mortgage Pass-Through Certificates, Series 2002-CP3 on review for
possible downgrade:

Cl. G, A3 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 13, 2007 Upgraded to A3 (sf)

Cl. H, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Oct 27, 2010 Downgraded to Baa3 (sf)

Cl. J, B2 (sf) Placed Under Review for Possible Downgrade;
previously on Oct 27, 2010 Downgraded to B2 (sf)

RATINGS RATIONALE

Moody's placed three classes on review for possible downgrade due
to the possibility that interest shortfalls may increase due to
specially serviced loans, loan modifications and troubled loans
unable to find refinancing at their date of maturity. Interest
shortfalls have increased from $1.2 million at Moody's prior
review to $3.1 million and are currently impacting Class J.

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 20, 2011.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005, and
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000.

DEAL PERFORMANCE

As of the January 18, 2011 distribution date, the
transaction's aggregate certificate balance has decreased by 34%
to $593.4 million from $895.7 million at securitization. The
Certificates are collateralized by 62 mortgage loans ranging in
size from less than 1% to 12% of the pool, with the top ten non-
defeased loans representing 48% of the pool. Thirteen loans,
representing 30% of the pool, have defeased and are collateralized
with U.S. Government securities. The pool's largest loan,
representing 11.5% of the pool, has an investment grade credit
estimate.

Twenty-seven 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
realized loss of $3.4 million (11% loss severity overall). The
pool's total realized losses are $5.2 million due to liquidations,
loan modifications with principal forgiveness and other trust
expenses. Currently three loans, representing 9% of the pool, are
in special servicing. The servicer has recognized a $10.6 million
appraisal reduction for one of the three specially serviced loans.

Fifty-eight loans, representing 99% of the pool balance, have
matured or have an anticipated repayment date (ARD) within the
next six months. Although Moody's anticipates that most of these
loans will be able to refinance at or prior to loan maturity,
loans unable to pay off or find refinancing may lead to an
increase in realized losses and/or interest shortfalls.


CSFB 2003-CPN1: Moody's Lowers Rating of Cl. F Notes to 'B1'
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and placed the downgraded as well as three additional CMBS
classes of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2003-CPN1 on
Review for Possible Downgrade:

Cl. D, Aa2 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 22, 2011 Confirmed at Aa2 (sf)

Cl. E, Downgraded to Baa1 (sf) and Placed Under Review for
Possible Downgrade; previously on Sep 22, 2011 Confirmed at A1
(sf)

Cl. F, Downgraded to B1 (sf) and Placed Under Review for Possible
Downgrade; previously on Sep 22, 2011 Downgraded to Ba1 (sf)

Cl. G, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 22, 2011 Downgraded to B3 (sf)

Cl. H, Caa3 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 2, 2011 Downgraded to Caa3 (sf)

RATINGS RATIONALE

The downgrades are due to higher expected losses for the pool as
well as increased interest shortfalls caused by specially serviced
loans.

The classes were placed on review due to interest shortfalls and
higher anticipated losses for the pool from specially serviced and
troubled loans.

The largest loan in the pool is the Northgate Mall Loan
($72 million -- 10% of the pool). This loan has been in
special servicing since August 2009 due to significant declines
in performance. On September 22, 2011 Moody's downgraded Classes
F & G, but confirmed or affirmed Classes D, E and H. Now all
five classes are on review for possible downgrade. During Moody's
September 2011 review, the Northgate Mall was being marketed for
sale and the special servicer expected the sale to occur by 2011
year-end. The loan's outstanding cumulative appraisal subordinate
entitlement appraisal reductions (ASERs) were to be repaid at sale
closing, which would have decreased the deal's cumulative interest
shortfalls by approximately $2 million. The Northgate Mall has not
yet been sold and the purchase and sale agreement that was being
negotiated during Moody's September 2011 review has expired. The
Northgate Mall Loan continues to contribute to interest shortfalls
which have increased since Moody's previous review. The timing of
and sale price for Northgate Mall is uncertain.

Moody's rating action reflects a cumulative base expected loss of
11.9% of the current pooled balance as compared to 9.7% at last
review. Depending on the timing of loan payoffs and the severity
and timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
the commercial real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. The hotel and multifamily sectors are in
recovery and improvements in the office sector continue, with
fundamentals in Gateway cities outperforming their suburban
counterparts. However, office demand is closely tied to
employment, where fundamentals remain weak, so significant
improvement may be delayed. Performance in the retail sector has
been mixed with on-going rent deflation and leasing challenges.
Across all property sectors, the availability of debt capital
continues to improve with monetary policy expected to remain
supportive and interest rate hikes postponed. Moody's central
global macroeconomic scenario reflects an overall downward
revision of forecasts since last quarter, amidst ongoing fiscal
consolidation efforts, household and banking sector deleveraging,
persistently high unemployment levels, and weak housing markets
that will continue to constrain growth.

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 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit 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 pool has a Herf of 22, which is the
same as at last review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through 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.

DEAL PERFORMANCE

As of the January 18, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 29% to $717 million
from $1.0 billion at securitization. The Certificates are
collateralized by 143 mortgage loans ranging in size from less
than 1% to 10% of the pool, with the top ten loans representing
35% of the pool. The pool contains 59 loans, representing 9% of
the pool, that are secured by residential cooperative properties
primarily located in New York City. Eight of the co-op loans have
defeased, while six are currently on the servicer's watchlist. The
co-op loans have a Aaa credit estimate, the same as last review.
In total 27 loans, representing 25% of the pool, have defeased and
are collateralized by U.S. Government securities.

In total 18 loans, representing 7% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
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 resulting in a
$14 million aggregate loss (60% severity on average). Terms of a
modified loan included a $3 million principal write-down, which
brings the pool's cumulative realized losses to $17.4 million.
Eight loans, representing 17% of the pool, are currently in
special servicing. The largest specially serviced loan is the
Northgate Mall Loan, which is discussed above. The remaining
specially serviced loans are secured by a mix of commercial and
multifamily property types. The master servicer has recognized
an aggregate $73 million appraisal reduction for the specially
serviced loans. Moody's has estimated an aggregate $77 million
loss (63% expected loss based on an 98% probability of default)
for the specially serviced loans.

Moody's has assumed a high default probability for four poorly
performing loans representing 2% of the pool and has estimated a
$2 million loss (15% expected loss based on a 50% probability
default) from these troubled loans.

Based on the most recent remittance statement, Classes E
through Q have experienced cumulative interest shortfalls
totaling $5.9 million compared to $4.8 million at last review.
Moody's anticipates that the pool will continue to experience
interest shortfalls because of 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 review will focus on the impact that the current and
expected interest shortfalls will have on the trust certificates
as well as the performance of the overall pool.


CSMC 2007-C1: Moody's Lowers Rating of Cl. A-M Notes to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes,
confirmed two classes and affirmed 11 classes of Credit Suisse
Commercial Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2007-C1:

Cl. A-2, Affirmed at Aaa (sf); previously on Apr 3, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed at Aaa (sf); previously on Jun 23, 2010
Confirmed at Aaa (sf)

Cl. A-3, Downgraded to A1 (sf); previously on Jan 20, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-1-A, Downgraded to A1 (sf); previously on Jan 20, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-M, Downgraded to Ba3 (sf); previously on Jan 20, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. A-MFL, Downgraded to Ba3 (sf); previously on Jan 20, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. A-J, Downgraded to Caa2 (sf); previously on Jan 20, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. B, Confirmed at Caa3 (sf); previously on Jan 20, 2012 Caa3
(sf) Placed Under Review for Possible Downgrade

Cl. C, Confirmed at Ca (sf); previously on Jan 20, 2012 Ca (sf)
Placed Under Review for Possible Downgrade

Cl. D, Affirmed at C (sf); previously on Jun 23, 2010 Downgraded
to C (sf)

Cl. E, Affirmed at C (sf); previously on Jun 23, 2010 Downgraded
to C (sf)

Cl. F, Affirmed at C (sf); previously on Jun 23, 2010 Downgraded
to C (sf)

Cl. G, Affirmed at C (sf); previously on Jun 23, 2010 Downgraded
to C (sf)

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

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

RATINGS RATIONALE

The downgrades were due to higher than anticipated losses from
liquidated loans, increased interest shortfalls and expected
losses from specially serviced and troubled loans.

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

On January 20, 2012, Moody's placed seven classes on review for
possible downgrade. This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
16.4% of the current pooled balance compared to 17.4% at last
review. The deal has experienced $132 million of realized losses
compared to only $49 million at last review. Moody's base expected
loss plus realized losses is 18.8% compared to 18.2% at last
review. Depending on the timing of loan payoffs and the severity
and timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
the commercial real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. The hotel and multifamily sectors are in
recovery and improvements in the office sector continue, with
fundamentals in Gateway cities outperforming their suburban
counterparts. However, office demand is closely tied to
employment, where fundamentals remain weak, so significant
improvement may be delayed. Performance in the retail sector has
been mixed with on-going rent deflation and leasing challenges.
Across all property sectors, the availability of debt capital
continues to improve with monetary policy expected to remain
supportive and interest rate hikes postponed. Moody's central
global macroeconomic scenario reflects an overall downward
revision of forecasts since last quarter, amidst ongoing fiscal
consolidation efforts, household and banking sector deleveraging,
persistently high unemployment levels, and weak housing markets
that will continue to constrain growth.

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit 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 pool has a Herf of 46 as compared to 50
at last review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through 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 March 9, 2011.

DEAL PERFORMANCE

As of the January 18, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 9% to $3.05 billion
from $3.37 billion at securitization. The Certificates are
collateralized by 218 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 42%
of the pool. There are no defeased loans or loans with investment
grade credit estimates.

Eighty-four loans, representing 28% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
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 a
realized loss of $97 million (52% loss severity overall). The
pool's total realized losses are $132 million due to liquidations,
loan modifications with principal forgiveness and other trust
expenses. Currently 23 loans, representing 27% of the pool, are in
special servicing.

The largest specially serviced loan is the Savoy Park Loan
($210 million -- 6.9% of the pool), which is secured by seven
adjacent apartment buildings totaling 1,802 units located in the
Harlem neighborhood of New York City. The property is also
encumbered by a $157.5 million mezzanine loan. At securitization,
the borrower's plan was to increase property value through a
comprehensive renovation program and the deregulation of rent-
stabilized units. Although the properties are 96% leased as of
January 2011, only approximately 14% of the units are market rate
units. The loan was transferred to special servicing July 2010 at
the borrower's request for a loan modification. The loan is now 60
days delinquent and modification discussions are ongoing. The
property was appraised for $153.3 million in June 2011.

The second largest loan in special servicing is the CVI
Multifamily Apartment Portfolio Loan ($180 million -- 5.9% of the
pool), which is secured by 20 Class B multifamily properties
totaling 2,990 units. The properties range from 12 to 434 units
and are located in seven markets with the largest concentrations
in Austin, Texas and Sacramento, California. The loan transferred
to special servicing in April 2010 due to imminent default and
subsequently had a payment default. The loan is now over 90 days
delinquent. The portfolio was last appraised for $129.68 million
in December 2010.

The third largest specially serviced loan is the City Place Loan
($150 million -- 4.9% of the pool), which is secured by the
borrower's interest in a 1.3 million square foot (SF) mixed-use
complex located in West Palm Beach, Florida. The loan was recently
modified, which included: note bifurcation into a $100 million A-
Note and $50 million B-Note, maturity extension to 2018, coupon
reduction to 4.75% from 6.27% with step-ups and a $12 million of
new equity to bring the loan current, fund reserve accounts and
pay for modification expenses. Interest due for the B-Note will
accrue, but will not be payable until a capital event. Moody's
estimates that the modification will result in almost $400
thousand of monthly interest shortfalls.

The remaining 20 specially serviced loans are secured by a mix of
commercial, retail and hotel property types. The servicer has
recognized an aggregate $249 million appraisal reduction on 19 of
the 23 specially serviced loans. Moody's estimates an aggregate
$291 million loss (40% expected loss based on a 90% default
probability) for all specially serviced loans.

Moody's has assumed a high default probability for 29 poorly
performing loans representing 22% of the pool and has estimated an
$132 million loss (20% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2010 and partial year
2011 operating results for 94% and 81% of the conduit loans,
respectively. The conduit portion of the pool excludes specially
serviced and troubled loans. Moody's weighted average conduit LTV
is 111% compared to 109% at last review. Moody's net cash flow
reflects a weighted average haircut of 11% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 9.4%.

Moody's actual and stressed DSCRs are 1.34X and 0.97X,
respectively, compared to 1.51X and 1.02X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three performing conduit loans represent 11% of the pool
balance. The largest loan is the HGA Portfolio Loan ($123 million
-- 4.0% of the pool), which is secured by an 11 multifamily
community portfolio throughout Maryland and Texas with a combined
2,051 units. Portfolio occupancy is 91% compared to 89% at 2010
year-end. Moody's LTV and stressed DSCR are 131% and 0.72X,
respectively, compared to 135% and 0.70X at last review.

The second largest conduit loan is the Koger Center Loan
($116 million -- 3.8% of the pool), which is secured by an
850,000 SF office building located in Tallahassee, Florida. The
largest tenant is the State of Florida which leases 65% of the net
rentable area (NRA) through October 2019. The loan is current, but
the borrower has requested a loan modification, which the master
servicer is currently reviewing. Moody's LTV and stressed DSCR are
149% and 0.65X, respectively, compared to 148% and 0.66X at last
review.

The third largest conduit loan is the Trident Center Loan
($102 million -- 3.3% of the pool), which is secured by a 366,000
SF office complex located in Los Angeles, California. The largest
tenants are two large law firms, Manatt, Phelps and Phillips,
which leases 57% of the NRA through April 2021 and Mitchell,
Silberberg and Knupp, which leases 35% of the NRA through April
2019. As of September 2011, the property was 99% leased, which is
the same as at last review. Moody's LTV and stressed DSCR are 117%
and 0.83X, respectively, compared to 119% and 0.82X at last
review.


FENWAY II: Moody's Raises Rating of $5 Mil. Notes to Aa3 From Ba1
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of three
classes of notes issued by Fenway I & II. The notes affected by
the rating action are:

Credit Default Swap-Super Senior (current balance: $10,362,189),
Upgraded to Aaa (sf); Previously on August 21, 2009 Downgraded to
Aa2 (sf);

Fenway I, Ltd. (current balance: $20,000,000), Upgraded to Aa2
(sf); Previously on August 21, 2009 Downgraded to Baa2 (sf);

Fenway II, Ltd. (current balance: $5,000,000), Upgraded to Aa3
(sf); Previously on August 21, 2009 Downgraded to Ba1 (sf).

RATINGS RATIONALE

According to Moody's, the ratings upgrades are the result of
improvement in the credit quality of the underlying portfolio as
well as amortization of underlying CLO tranches. Based on the
latest trustee report dated October 2011, the Moody's reported
WARF is 1 with all of the collateral currently rated Aaa. All of
the underlying collateral are senior most tranches in their
respective CLO transactions. Additionally, since the last action,
the underlying CLO tranches have amortized by $190mm, reducing the
Notional Amount of the Credit Default Swap Super Senior to
$10,362,189.

The repayment of Fenway I and II liabilities are funded through a
GIC agreement. The GIC is issued by FSA Capital Markets Services
(Caymans) Ltd., and is guaranteed by Assured Guaranty Municipal
Corp. ("AGM") (formerly Financial Security Assurance Inc.). AGM's
current Insurance Financial Strength Rating (IFSR) is Aa3. The
analysis took into account an additional default probability based
on the IFSR of AGM.

Fenway I & II is a collateralized debt obligation issuance backed
primarily by a portfolio of Collateralized Loan Obligations (CLOs)
originated from 2002-2003.

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

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.8 to model the expected loss 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.

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

Moody's Aaa Assets notched down by 2 rating notches:

Credit Default Swap-Super Senior: 0

Fenway I, Ltd: 0

Fenway II, Ltd: -2


FLAGSHIP CLO: S&P Raises Rating on Class D Notes From 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B, C, and D notes from Flagship CLO V, a U.S. collateralized
loan obligation (CLO) transaction managed by Deutsche Asset
Management Inc. "At the same time, we affirmed our rating on the
class E notes," S&P said.

"The upgrades reflect the improved performance we have observed in
the deal's underlying asset portfolio since our last rating action
on Nov. 25, 2009. As of the Dec. 12, 2011 trustee report, the
transaction's asset portfolio had $15.18 million in 'CCC' category
rated obligations. This was a decrease from $37.62 million in
'CCC' category rated obligations noted in the Nov. 6, 2009
trustee report. In addition, the transaction's asset portfolio
had $5.70 million defaulted obligations in December 2011, compared
with $31.13 million in November 2009," S&P said.

"We affirmed our rating on the class E notes to reflect our view
that the credit support available is commensurate with the current
rating," S&P said.

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

               Standard & Poor's 17g-7 Disclosure Report

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

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

               http://standardandpoorsdisclosure-17g7.com

Rating Actions

Flagship CLO V
                        Rating
Class              To           From
A                  AA+ (sf)     AA- (sf)
B                  A+ (sf)      BBB+ (sf)
C                  BBB+ (sf)    BB+ (sf)
D                  BBB- (sf)    B+ (sf)

Rating Affirmed

Flagship CLO V
Class              Rating
E                  CCC- (sf)


FORD MOTOR: Moody's Puts Ratings on 7 Classes of Ford Credit Notes
------------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
notes issued by Ford Credit Auto Owner Trust 2012-A (FCAOT 2012-
A). This is the first public prime retail auto loan transaction of
the year for Ford Motor Credit Company LLC.

The complete rating actions are:

Issuer: Ford Credit Auto Owner Trust 2012-A

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

Cl. A-2, Assigned Aaa (sf)

Cl. A-3, Assigned Aaa (sf)

Cl. A-4, Assigned Aaa (sf)

Cl. B, Assigned Aa1 (sf)

Cl. C, Assigned Aa3 (sf)

Cl. D, Assigned A2 (sf)

RATINGS RATIONALE

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

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

Moody's median cumulative net loss expectation for the FCAOT 2012-
A pool is 1.00% and total credit enhancement required to achieve
Aaa rating (i.e. Aaa proxy) is 7.50%. The loss expectation was
based on an analysis of Ford Credit Motor Company's portfolio
vintage performance as well as performance of past
securitizations, and current expectations for future economic
conditions.

The Assumption Volatility Score for this transaction is Low/Medium
the same as for the sector. This is driven by the a Low/Medium
assessment for Governance due to the Ford Motor Credit Company
(Ba1 positive outlook), in addition to the size and strength of
the Ford Motor Credit Company LLC's servicing platform.

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

Moody's Parameter Sensitivities: If the net loss used in
determining the initial rating were changed to 3.00%, 5.00%, or
7.00%, the initial model output for the Class A notes might change
from Aaa to Aa1, Aa2, and A3, respectively; Class B notes might
change from Aa1 to A3, B1, and below B3, respectively; Class C
notes might change from Aa3 to Ba1, below B3, and below B3,
respectively; and Class D notes might change from A2 to B3, below
B3, and below B3, respectively.

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

Additional research including a pre-sale report for this
transaction is available at www.moodys.com. The special reports,
"Updated Report on V Scores and Parameter Sensitivities for
Structured Finance Securities" and "V Scores and Parameter
Sensitivities in the U.S. Vehicle ABS Sector" are also available
on moodys.com.


GALAXY IV: S&P Raises Ratings on 2 Classes of Notes to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
class A-1, A-1VB, A-2, B, C, D fixed-rate, and D floating-rate
notes from Galaxy IV CLO Ltd., a U.S. collateralized loan
obligation (CLO) transaction managed by PineBridge Investments
LLC. "At the same time, we removed our ratings on the class B, C,
D fixed-rate, and D floating-rate notes from CreditWatch with
positive implications. We also withdrew our rating on the class A-
1VA notes," S&P said.

"The upgrades reflect a pro rata paydown to the class A-1,
A-1VA, A-1VB, and A-2 notes, as well as improved performance
we have observed in the underlying asset portfolio since we
last downgraded the classes on Jan. 11, 2010. As of the Jan. 4,
2012, trustee report, the transaction's asset portfolio had
$0.88 million in defaulted obligations and approximately
$22.08 million in assets from obligors rated in the 'CCC' range.
This was down from $17.88 million in defaulted obligations and
approximately $39.01 million in assets from obligors rated in the
'CCC' range noted in the Oct. 6, 2009, trustee report, which we
used for our January 2010 rating actions. Over that same time
period, the class A-1 (which consists of the class A-1, A-1VA, and
A-1VB notes) note balance decreased by $65.60 million and the
class A-2 note balance decreased by $18.15 million, leaving the
classes at approximately 71.00% of their original balances," S&P
said.

"We also observed an increase in the overcollateralization (O/C)
available to support the notes," S&P said. The trustee reported
the O/C ratios in the Jan. 4, 2012 monthly report:

    The senior O/C ratio was 126.60%, compared with a reported
    ratio of 116.35% in October 2009; and

    The mezzanine O/C ratio was 107.47%, compared with a reported
    ratio of 101.88% in October 2009.

"We withdrew our rating on the class A-1VA notes to reflect our
understanding that, as of February 2011, the total par amount of
the class A-1VA notes was reduced to zero, with an equal and
simultaneous increase in the balance of the class A-1 notes.
Further, it is our understanding that the class A-1VA note
balance will remain zero for the remainder of the transaction's
life," S&P said.

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

           Standard & Poor's 17g-7 Disclosure Report

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

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

           http://standardandpoorsdisclosure-17g7.com

Rating And Creditwatch Actions

Galaxy IV CLO Ltd.
                        Rating
Class              To           From
A-1                AAA (sf)     AA+ (sf)
A-1VA              NR           AA+ (sf)
A-1VB              AAA (sf)     AA+ (sf)
A-2                AAA (sf)     AA+ (sf)
B                  AA (sf)      A+ (sf)/Watch Pos
C                  A- (sf)      BBB+ (sf)/Watch Pos
D Fixed-rate       BB- (sf)     CCC+ (sf)/Watch Pos
D Floating-rate    BB- (sf)     CCC+ (sf)/Watch Pos

NR -- Not rated.


GALE FORCE 1: S&P Raises Class E Note Rating From 'CCC+' to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A1, A2, B1, B2, C, D1, D2, and E notes from Gale Force 1 CLO Ltd.,
a U.S. collateralized loan obligation (CLO) transaction managed by
GSO Capital Partners, and removed the ratings on the class B1, B2,
C, D1, D2, and E notes from CreditWatch, where S&P placed them
with positive implications on Nov. 14, 2011.

The upgrades reflect anticipated paydowns to the class A1 and A2
notes and improved collateral credit quality since January 2010.
The transaction's reinvestment period ended in November 2011. As
per the January 2012 monthly trustee report, the transaction
currently has $32.7 million of principal proceeds. Standard &
Poor's expects the transaction to use most of the principal
proceeds -- after the payment of unsettled trades, if any -- to
pay down the class A1 and A2 notes starting February 2012.

"In addition, the transaction's performance has improved since our
last rating action in January 2010 following the application of
our September 2009 corporate collateralized debt obligation (CDO)
criteria," S&P said.

"As of the January 2012 trustee report, the transaction's
asset portfolio had $2.8 million in defaulted assets, down from
$18.44 million in December 2009, which we used for our January
2010 rating action. Many of the defaulted assets were sold at
prices that were higher than the assumed recovery values," S&P
said.

"The transaction has an interest diversion test that measures
the class E principal coverage (i.e., overcollateralization {O/C}
ratio) during the reinvestment period. When the test is triggered,
the transaction diverts 50% of the available interest proceeds to
be reinvested and diverts 50% toward paying down the class E note
until the test is cured. This test was passing during the last
payment date in November 2011; it was failing in December 2009.
Due to prior paydowns caused by the failure of this test, the
class E note balance has been reduced to 84.65% of its original
balance," S&P said.

The factors increased the transaction's par value ratios. The
trustee reported the par value ratios in the January 2012 monthly
report:

    The class A/B principal coverage ratio was 123.98%, compared
    with a reported ratio of 122.21% in December 2009;

    The class C principal coverage ratio was 115.91%, compared
    with a reported ratio of 114.25% in December 2009;

    The class D principal coverage ratio test was 109.13%,
    compared with a reported ratio of 107.57% in December 2009;
    and

    The class E principal coverage ratio test was 105.40%,
    compared with a reported ratio of 103.71% in December 2009.

The obligor concentration supplemental test affected the rating of
the class E note at the time of the January 2010 downgrades. The
obligor concentration supplemental test did not affect any of the
ratings in the rating actions.

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

             Standard & Poor's 17g-7 Disclosure Report

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

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

             http://standardandpoorsdisclosure-17g7.com

Rating And CreditWatch Actions

Gale Force 1 CLO Ltd.
                        Rating
Class              To           From
A1                 AAA (sf)     AA+ (sf)
A2                 AAA (sf)     AA+ (sf)
B1                 AA+(sf)      A+ (sf)/Watch Pos
B2                 AA+ (sf)     A+ (sf)/Watch Pos
C                  A+ (sf)      BBB+ (sf)/Watch Pos
D1                 BBB+ (sf)    BB+ (sf)/Watch Pos
D2                 BBB+ (sf)    BB+ (sf)/Watch Pos
E                  BB+ (sf)     CCC+ (sf)/Watch Pos


GCCFC 2007-GG9: Moody's Reviews 'Ba1' Rating of Cl. C Notes
-----------------------------------------------------------
Moody's Investors Service placed the ratings of 15 CMBS classes of
Greenwich Capital Commercial Funding Corp., Commercial Mortgage
Trust 2007-GG9, Commercial Mortgage Pass-Through Certificates,
Series 2007-GG9 on review for possible downgrade:

Cl. A-M, Aaa (sf) Placed Under Review for Possible Downgrade;
previously on Mar 24, 2011 Confirmed at Aaa (sf)

Cl. A-MFL, Aaa (sf) Placed Under Review for Possible Downgrade;
previously on Mar 24, 2011 Confirmed at Aaa (sf)

Cl. A-J, Baa1 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 24, 2011 Downgraded to Baa1 (sf)

Cl. B, Baa2 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 24, 2011 Downgraded to Baa2 (sf)

Cl. C, Ba1 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 24, 2011 Downgraded to Ba1 (sf)

Cl. D, Ba2 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 24, 2011 Downgraded to Ba2 (sf)

Cl. E, Ba3 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 24, 2011 Downgraded to Ba3 (sf)

Cl. F, B1 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 24, 2011 Downgraded to B1 (sf)

Cl. G, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 24, 2011 Downgraded to B3 (sf)

Cl. H, Caa1 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 24, 2011 Downgraded to Caa1 (sf)

Cl. J, Ca (sf) Placed Under Review for Possible Downgrade;
previously on Mar 24, 2011 Downgraded to Ca (sf)

Cl. K, Ca (sf) Placed Under Review for Possible Downgrade;
previously on Mar 24, 2011 Downgraded to Ca (sf)

Cl. L, Ca (sf) Placed Under Review for Possible Downgrade;
previously on Mar 24, 2011 Downgraded to Ca (sf)

Cl. M, Ca (sf) Placed Under Review for Possible Downgrade;
previously on Mar 24, 2011 Downgraded to Ca (sf)

Cl. N, Ca (sf) Placed Under Review for Possible Downgrade;
previously on Mar 24, 2011 Downgraded to Ca (sf)

RATINGS RATIONALE

The classes were placed on review for possible downgrade due
to increased realized and anticipated losses from specially
serviced and troubled loans and the expectation that interest
shortfalls will increase due to loan modifications. Realized
losses have increased from $49 million at Moody's last full
review to $119 million, while interest shortfalls have increased
from $8 million to $17 million.

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 March 24, 2011.

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

DEAL PERFORMANCE

As of the January 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 9% to $5.97 billion
from $6.58 billion at securitization. The Certificates are
collateralized by 179 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans representing
45% of the pool. There are two loans, representing 9% of the pool,
with investment grade credit estimates. There are no defeased
loans.

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

Seventeen loans have been liquidated from the pool, resulting in a
realized loss of $119 million (40% loss severity). Currently 34
loans, representing 24% of the pool, are in special servicing.

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


GE BUSINESS 2004-2: S&P Affirms 'BB' Rating on Class D
------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
tranches from the GE Business Loan Trust's series 2003-1, 2006-1,
and 2007-1 securitizations. "At the same time, we lowered our
ratings on two tranches from series 2003-2 and 2005-1 and affirmed
our ratings on 23 other tranches from eight transactions. These
transactions are asset-backed securitizations backed by payments
from small-business loans that are primarily collateralized by
first-lien mortgages," S&P said.

"The upgrades reflect that the notes were able to withstand our
stress tests at a higher rating level due to the combined benefits
of a relatively stable loan performance, natural amortization of
the loan pool, and additional credit enhancement available from
the spread accounts," S&P said.

"The downgrades reflect a decrease in credit enhancement and the
application of our supplemental largest obligor stress test. Total
delinquencies for series 2005-1 declined; however, the additional
credit enhancement the series had previously built from the spread
account also dropped," S&P said.

"The affirmations reflect our view that the tranches are able to
withstand our stress tests at their current rating levels," S&P
said.

"All nine GE Business Loan Trust transactions distribute principal
payments on a pro rata basis. In other words, the transactions
distribute principal payments to the rated classes based on set
percentages. The issuer initially structured each transaction with
credit enhancement in the form of subordination for the higher-
rated tranches, a spread account, and excess spread. The 2003-1
and 2004-1 securitizations also include letter of credit (LOC).
The spread account has two required components: a minimum amount
equal to (i) the outstanding principal balance of each mortgage
loan that is delinquent; and (ii) a set percentage of the initial
outstanding note balance. The required balance of the spread
account will represent a higher percentage of the amortizing pool
over time since it is set as a percentage of the initial balance
and is fixed at that level. In addition, when delinquencies
rise, the trapping mechanism of the spread account should help
build credit enhancement at a faster rate," S&P said.

Standard & Poor's will continue to review the outstanding ratings
and take additional rating actions as it deems appropriate.

Rating Actions

GE Business Loan Trust 2003-1
                                 Rating
Class                    To                  From
B                        A (sf)              BBB- (sf)

GE Business Loan Trust 2003-2
                                 Rating
Class                    To                  From
A                        AA+ (sf)            AAA (sf)

GE Business Loan Trust 2005-1
                                 Rating
Class                    To                  From
A-3                      AA (sf)             AA+ (sf)

GE Business Loan Trust 2006-1
                                 Rating
Class                    To                  From
A                        AA (sf)             AA- (sf)
B                        AA- (sf)            A+ (sf)

GE Business Loan Trust 2007-1
                                 Rating
Class                    To                  From
A                        A (sf)              A- (sf)
B                        A- (sf)             BBB+ (sf)
C                        BBB (sf)            BBB- (sf)
D                        BBB- (sf)           BB+ (sf)

Ratings Affirmed

GE Business Loan Trust 2003-1


Class                            Rating
A                                AA+ (sf)

GE Business Loan Trust 2003-2

Class                            Rating
B                                A (sf)
C                                BBB (sf)

GE Business Loan Trust 2004-1

Class                            Rating
A                                AA (sf)
B                                A (sf)
C                                BBB (sf)

GE Business Loan Trust 2004-2

Class                            Rating
A                                AA- (sf)
B                                A (sf)
C                                BBB (sf)
D                                BB (sf)

GE Business Loan Trust 2005-1

Class                            Rating
B                                A (sf)
C                                BBB (sf)
D                                BB (sf)

GE Business Loan Trust 2005-2

Class                            Rating
A                                AA+ (sf)
B                                A (sf)
C                                BBB (sf)
D                                BB (sf)

GE Business Loan Trust 2006-1

Class                            Rating
C                                BBB+ (sf)
D                                BBB (sf)

GE Business Loan Trust 2006-2

Class                            Rating
A                                A (sf)
B                                BBB+ (sf)
C                                BBB (sf)
D                                BBB- (sf)


GOLUB CAPITAL: S&P Affirms 'B' Rating on Class F Deferrable Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Golub
Capital Partners CLO 10 Ltd./ Golub Capital Partners CLO 10 LLC's
$281.25 million floating-rate notes following the transaction's
effective date as of Nov. 23, 2011.

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

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

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

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

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

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

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

           Standard & Poor's 17g-7 Disclosure Report

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

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

           http://standardandpoorsdisclosure-17g7.com

Ratings Affirmed
Golub Capital Partners CLO 10 Ltd./ Golub Capital Partners CLO 10
LLC

Class                  Rating         Amount (mil. $)
A                      AAA (sf)                197.00
B                      AA (sf)                  12.50
C (deferrable)         A (sf)                   31.75
D (deferrable)         BBB (sf)                 16.00
E (deferrable)         BB (sf)                  15.00
F (deferrable)         B (sf)                    9.00
Subordinated notes     NR                       24.88


GREENWICH CAPITAL: S&P Cuts Rating on Class J Certificate to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes of commercial mortgage pass-through certificates from
Greenwich Capital Commercial Funding Corp.'s series 2007-GG9,
a U.S. commercial mortgage-backed securities (CMBS) transaction.
"In addition, we affirmed our ratings on eight other classes from
the same transaction," S&P said.

"Our rating actions follow our analysis of the transaction
primarily using our U.S. conduit/fusion CMBS criteria and our
analysis of the credit characteristics of the remaining assets in
the pool, the deal structure, and the liquidity available to the
trust. The downgrades reflect credit support erosion that we
anticipate will occur upon the eventual resolution of 34
($1.4 billion, 22.9%) of the 37 ($1.6 billion, 26.9%) assets
that are currently with the special servicer. We also considered
the monthly interest shortfalls affecting the trust and the
potential additional interest shortfalls associated with the
specially serviced assets due to revised appraisal reduction
amounts (ARAs) on those assets. We lowered our rating on class J
to 'D (sf)' because we believe the accumulated interest shortfalls
will remain outstanding for the foreseeable future," S&P said.

"The affirmed ratings on the principal and interest certificates
reflect subordination and liquidity support levels that are
consistent with the outstanding ratings. We affirmed our 'AAA
(sf)' rating on the class X interest-only (IO) certificate based
on our current criteria," S&P said.

"Using servicer-provided financial information, we calculated
an adjusted debt service coverage (DSC) of 1.28x and a loan-to-
value (LTV) ratio of 124.5%. We further stressed the loans' cash
flows under our 'AAA' scenario to yield a weighted average DSC of
0.78x and an LTV ratio of 172.1%. The implied defaults and loss
severity under the 'AAA' scenario were 90.9% and 45.1%. The DSC
and LTV calculations exclude 34 ($1.4 billion, 22.9%) of the 37
($1.6 billion, 26.9%) assets that are currently with the special
servicer. We separately estimated losses for the excluded assets
and included them in our 'AAA' scenario implied default and loss
severity figures," S&P said.

"As of the Jan. 12, 2012 trustee remittance report, the trust
experienced total monthly interest shortfalls of $2.0 million
primarily due to special servicing fees of $448,285 and appraisal
subordinate entitlement reduction (ASER) amounts of $1.5 million.
The total interest shortfalls in the January 2012 trustee
remittance report were offset by ASER recoveries of $1.6 million.
The net interest shortfalls affected all classes subordinate to
and including class J. Class J has experienced interest shortfalls
for six months and we expect these interest shortfalls to continue
in the near term and accumulated interest shortfalls to remain
outstanding. Consequently, we downgraded class J to 'D (sf)'," S&P
said.

                      Credit Considerations

As of the Jan. 12, 2012 trustee remittance report, 34
assets ($1.4 billion, 24.0%) in the pool were with the special
servicer, LNR Partners LLC (LNR). In addition, the master servicer
confirmed that three additional loans ($170.1 million, 2.9%) were
transferred to the special servicer subsequent to the January 2012
trustee remittance report. The reported payment status of the 37
specially serviced assets is as follows: six are real estate-owned
(REO) ($177.2 million, 3.0%); one is in foreclosure ($9.3 million,
0.1%); eight are 90-plus-days delinquent ($429.4 million, 7.2%);
one is 60 days delinquent ($4.8 million, 0.1%); three are late but
less than 30 days delinquent ($324.3, 5.4%); one is 30 days
delinquent ($5.7 million, 0.1%); 16 are matured balloon loans
($566.0 million, 9.5%); and one is current ($86.7 million, 1.5%).
Eighteen of the specially serviced assets have ARAs in effect,
totaling $316.3 million.

Details of the four largest specially serviced assets, two of
which are top 10 loans, are:

"The Schron Industrial Portfolio loan ($305.0 million, 5.1%) is
the largest asset with the special servicer and the third-largest
loan in the pool. The total reported exposure on the loan is
$316.6 million. The loan is secured by 36 industrial/flex
properties totaling 3.5 million sq. ft. located throughout
Long Island, N.Y. The loan was transferred to the special servicer
on Dec. 15, 2010, due to imminent default. LNR indicated that it
is in discussions with the borrower to modify the loan. The loan's
reported payment status is 90-plus-days delinquent and an ARA of
$121.2 million is in effect against the loan. The reported
occupancy as of August 2011 was 79.0% and DSC for the nine
months ended Sept. 30, 2010, was 0.74x. We expect a significant
loss upon the eventual resolution of the loan," S&P said.

"The Peachtree Center loan ($207.6 million, 3.5%) is the sixth-
largest loan in the pool. The total reported exposure on the
loan is $208.7 million. The loan, which has a reported late but
less than 30 days delinquent payment status, is secured by six
office towers, three parking garages, and a mall property totaling
2.5 million sq. ft. in the central business district of Atlanta.
The loan was transferred to the special servicer on Feb. 17, 2010,
due to imminent default. Recent financial performance data is not
available for the property. According to LNR, a loan modification
agreement was executed on Aug. 31, 2010, for a 'springing' A/B
note structure to commence at the initial loan maturity of July
16, 2012. According to the modification agreement, the loan,
which has a current June 30, 2015, maturity date, will be split
into an senior A note of $140.0 million and subordinate B note
of $67.6 million. We expect a moderate loss upon the eventual
resolution of this loan," S&P said.

"The Hyatt Regency-Bethesda loan ($140.0 million, 2.3%) is secured
by a 390-room full-service lodging property in Bethesda, Md. The
total reported exposure of the loan is $144.8 million. The loan
was transferred to the special servicer on Dec. 19, 2009, due to
imminent default. The loan matured on Jan. 6, 2012. LNR stated
that it is currently marketing the property for sale through a
receiver. An ARA of $57.5 million in effect against the loan.
The reported occupancy was 78.6% as of June 30, 2011. We expect a
significant loss upon the eventual resolution of this loan," S&P
said.

"The Southern California Portfolio loan ($123.4 million, 2.1%)
is secured by six cross-collateralized and cross-defaulted class
B+ office/flex properties consisting of 15 buildings totaling
875,670 sq. ft. in Southern California. The loan was transferred
to the special servicer due to maturity default on Jan. 22, 2012.
The loan matured on Jan. 6, 2012. Wells Fargo Bank N.A. (Wells
Fargo), the master servicer, reported a DSC of 1.16x for the year
ending Dec. 31, 2010, and occupancy was 87.4%, according to the
Oct. 31, 2011 rent roll. LNR is currently reviewing the workout
strategy for this loan. We expect a moderate loss upon the
eventual resolution of this loan," S&P said.

"The remaining 33 specially serviced assets have balances that
individually represent less than 2.0% of the total pool balance.
ARAs totaling $137.6 million are in effect against 16 of these
assets. We estimated losses for 30 of these assets, arriving at a
weighted-average loss severity of 41.7%. The special servicer
indicated that for two of the remaining three loans were current,
while the remaining loan is a recent transfer.

                      Transaction Summary

"As of the Jan. 12, 2012 trustee remittance report, the
transaction had an aggregate trust balance of $6.0 billion
(169 loans and six REO assets), compared with $6.6 billion
(201 loans) at issuance. Wells Fargo provided financial
information for 88.5% of the pool (by balance), which was
primarily partial-year 2011 or full-year 2010 data. We
calculated a weighted-average DSC of 1.35x for the loans
in the pool based on the reported figures. Our adjusted DSC
and LTV were 1.28x and 124.5%, , which exclude 34 ($1.4 billion,
22.9%) of the 37 ($1.6 billion, 26.9%) assets that are currently
with the special servicer. The trust has experienced principal
losses totaling $118.6 million on 17 assets. Fifty-one loans
($1.0 billion, 17.6%) are on the master servicer's watchlist.
Fourteen loans ($154.0 million, 2.6%) have reported DSC between
1.00x and 1.10x and 31 loans ($840.0 million, 14.1%) have reported
DSC below 1.00x," S&P said.

                       Summary of Top 10 Loans

"The top 10 loans have an aggregate outstanding trust balance of
$2.7 billion (45.0%). Using servicer-reported information, we
calculated a weighted-average DSC of 1.52x for eight of the top 10
loans. The remaining two top 10 loans ($512.6 million, 8.6%) are
with the special servicer. Our adjusted DSC and LTV figures for
eight of the top 10 loans, excluding the two specially serviced
loans, were 1.24x and 132.8%," S&P said. Details on the two
largest top 10 loans are set forth.

The John Hancock Tower & Garage at Clarendon loan ($640.5 million,
10.7%) is the largest loan in the pool. The loan is secured by a
1.7 million-sq.-ft. office tower and garage (built in 1972), which
includes 2,013 parking spaces and an additional 28,025 sq. ft. of
retail space. The 62-story, trophy office building is the tallest
office tower in the New England area. The office complex is in
close proximity to Copley Place Mall, Newbury Street's high-end
retail stores, major transportation routes, and Boston's MBTA mass
transit system. Wells Fargo reported a DSC of 1.11x for the nine
months ended Sept. 30, 2011, and occupancy was 97.8%, according to
the Sept. 30, 2011 rent roll. Tenants at this property include
several widely recognized financial services, and there are no
significant near-term lease expirations.

"The 590 Madison Avenue loan ($350.0 million, 5.9%) is the second-
largest loan in the pool. The loan is secured by a 42-story, class
A office building in the Plaza district submarket of New York
City. The office property contains 1.0 million sq. ft., including
962,911 sq. ft. of office space and 42,419 sq. ft. of retail
space. The property boasts excellent access to major subway lines
and vehicular access to the Midtown Tunnel and the FDR Drive.
Wells Fargo reported a DSC of 2.59x for the nine months ended
Sept. 30, 2011, and occupancy was 88.8%, according to the
Sept. 30, 2011 rent roll," S&P said.

"We stressed the pool collateral according to our criteria and the
resultant credit enhancement levels are consistent with our
lowered and affirmed ratings," S&P said.

             Standard & Poor's 17g-7 Disclosure Report

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

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

           http://standardandpoorsdisclosure-17g7.com

Ratings Lowered

Greenwich Capital Commercial Funding Corp.
Commercial mortgage pass-through certificates series 2007-GG9
             Rating
Class     To        From             Credit enhancement (%)
A-J       B- (sf)   B+ (sf)                           10.40
B         CCC+ (sf) B+ (sf)                            9.85
C         CCC (sf)  B+ (sf)                            8.20
D         CCC (sf)  B (sf)                             7.51
E         CCC (sf)  B (sf)                             6.82
F         CCC- (sf) B (sf)                             5.86
G         CCC- (sf) B- (sf)                            4.90
H         CCC- (sf) CCC+ (sf)                          3.52
J         D (sf)    CCC- (sf)                          2.42

Ratings Affirmed

Greenwich Capital Commercial Funding Corp.
Commercial mortgage pass-through certificates series 2007-GG9

Class     Rating                     Credit enhancement (%)
A-2       AAA (sf)                                    31.05
A-3       AAA (sf)                                    31.05
A-AB      AAA (sf)                                    31.05
A-4       A (sf)                                      31.05
A-1-A     A (sf)                                      31.05
A-M       BBB- (sf)                                   20.04
A-MFL     BBB- (sf)                                   20.04
X         AAA (sf)                                      N/A

N/A -- Not applicable.


HEDGED MUTUAL: Moody's Lowers Rating of Series 2005-3 Notes to Ba3
------------------------------------------------------------------
Moody's Investors Service has taken rating actions on five series
of notes issued by various Hedged Mutual Fund Fee Trusts (HMFFT).
These transactions represent securitizations of 12(b)1 fees and
contingent deferred sales charges generated by specified pools of
mutual fund shares commonly known as "B" shares. Citibank, N.A.
(A1) is the sponsor of these transactions.

Complete rating actions are:

Issuer: Hedged Mutual Fund Fee Trust 2005-3

Series 2005-3, Downgraded to Ba3 (sf); previously on Aug 20, 2009
Downgraded to Ba2 (sf)

Underlying Rating: Downgraded to Ba3 (sf); previously on Aug 20,
2009 Downgraded to Ba2 (sf)

Issuer: Hedged Mutual Fund Fee Trust 2006-1

Ser. 2006-1, Upgraded to Baa3 (sf); previously on Aug 20, 2009
Downgraded to Ba1 (sf)

Underlying Rating: Upgraded to Baa3 (sf); previously on Aug 20,
2009 Downgraded to Ba1 (sf)

Issuer: Hedged Mutual Fund Fee Trust 2006-2

Ser. 2006-2, Upgraded to Baa1 (sf); previously on Aug 20, 2009
Downgraded to Baa3 (sf)

Underlying Rating: Upgraded to Baa1 (sf); previously on Aug 20,
2009 Downgraded to Baa3 (sf)

Issuer: Hedged Mutual Fund Fee Trust 2006-4

Ser. 2006-4, Downgraded to Ba1 (sf); previously on Aug 20, 2009
Confirmed at A3 (sf)

Underlying Rating: Downgraded to Ba1 (sf); previously on Aug 20,
2009 Confirmed at A3 (sf)

Issuer: Hedged Mutual Fund Fee Trust 2007-1

Ser. 2007-1, Downgraded to Caa2 (sf); previously on Aug 20, 2009
Downgraded to B1 (sf)

Underlying Rating: Downgraded to Caa2 (sf); previously on Aug 20,
2009 Downgraded to B1 (sf)

RATINGS RATIONALE

The rating actions are based on a review of cash flow modeling
results which indicate improved performance for two deals (HMFFT
2006-2 and HMFFT 2006-1) and weakened performance for three deals
(HMFFT 2007-1,HMFFT 2006-4 and HMFFT 2005-3).

The transaction downgraded most severely, Series 2006-4, had weak
cash flow projections for its remaining life. If share holding
patterns hold constant to historical projections, Moody's
estimates that this deal cannot withstand more than roughly high
single-digit year over year market value declines in Net Asset
Value (NAV) in order to fully pay down the notes. Moreover the
hedges in this deal in the form of Index put options on selected
equity indices expired in September, 2011. The second transaction
that was downgraded, Series 2007-1, has less than a year remaining
on its index put options which expire in September 2012. Cash flow
projections for this deal, Series 2007-1, have weakened and
Moody's estimates that a substantial double-digit market value
increase in NAV would now likely be needed to fully pay down its
notes, keeping share holding patterns constant. The third
transaction, Series 2005-3 saw only a marginal weakening in its
performance and its ability to withstand a decline in market value
and was only downgraded by one notch.

The two upgraded transactions, Series 2006-2 and Series 2006-1,
are deals that Moody's expects to exhibit strong cash flows for
the remainder of the deals' lives. These two deals have shown
improved performance and Moody's expects could withstand year over
year market value declines in the double-digits and still fully
pay down their notes.

PRINCIPAL METHODOLOGY

In analyzing transaction performance, Moody's analysis was driven
by the impact of potential fluctuation in equity and bond markets
on the NAV of the underlying mutual fund shares and consequently
the ability of the underlying shares to generate fee income to pay
down the notes. NAV in the transactions is also impacted by
various other factors that relate to share holding dynamics such
as conversion features (conversion of Class B shares to another
class of shares approximately eight years after purchase),
redemption rates, reinvestment rates and waived fees. Moody's
generally held these shareholding factors constant to historical
projections, and focused Moody's analysis on the impact of change
in NAV due to a change in the equity and bond markets. Changes in
resulting cash flows from the 12(b)1 fees and contingent deferred
sales charges generated by the assets were compared to the note
balance in each transaction.

In projecting the cash flows, Moody's looked at the breakeven
constant rate of change in NAV due to market fluctuation that
would allow the notes to be paid in full. Parameters relating
to share dynamics (conversion features, redemption rates,
reinvestment rates, waived fees, etc.) were estimated based on
historic experience. The expected cash flows were applied towards
note interest and principal payments and the expected loss and
frequency of default on the simulated notes were calculated under
each NAV path. The expected loss and frequency of default were
then compared to standard tables to obtain rating estimates.

Equity and Bond market volatility or a shift in shareholding
pattern from historical experience might cause future rating
volatility.

Moody's also considered results of Monte Carlo simulations
performed monthly by Citibank to estimate expected default and
loss on the notes. Their approach involves regression of historic
fund performance to historic performance of indices to yield
regression coefficients and the use of the historical index
changes to simulate the future path of the indices. The simulated
index values and the regression coefficients together are used to
simulate NAV paths and estimate cash flows to simulate required
note payments.

The transactions listed above are wrapped by a financial
guarantor. The current ratings on the securities are consistent
with Moody's practice of rating insured securities at the higher
of (1) the guarantor's insurance financial strength rating and (2)
the underlying rating, based on Moody's modified approach to
rating structured finance securities wrapped by financial
guarantors.

As part of evaluating the current rating for the security, Moody's
Investors Service also reviewed the underlying rating. The
underlying rating reflects the intrinsic credit quality of the
security in the absence of the guarantee.


HELIOS FINANCE: S&P Hikes Swap Risk Rating on Class B-2 From 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its swap risk ratings on
class A-2 and class A-3 from the HELIOS Finance Ltd. Partnership
2007-S1 transaction to 'AAAsrp (sf)' and 'AA+srp (sf)'. "In
addition we raised our long-term ratings on class B-1 to 'A+ (sf)'
and class B-2 to 'A (sf)' from the same deal," S&P said.

HELIOS Finance Ltd. Partnership 2007-S1 is a credit default
swap (CDS) that references a portfolio of auto loan receivables
originated by Wachovia Dealer Services Inc. and Dealer Financial
Services. Under the terms of the CDS, Wachovia Bank N.A. (now
Wells Fargo Bank, N.A.) acts as protection buyer and Helios
Finance Ltd. Partnership 2007-S1 ("HELIOS") acts as the protection
seller.

"We assigned swap risk ratings to the class A-2 and A-3, which
only take into consideration the creditworthiness of the reference
portfolio of the CDS. These ratings are identified by their 'srp'
suffix and do not address either counterparty risk (protection
buyer/seller) or the specific amount of termination payments that
would be payable under the swap transaction," S&P said.

"The rating actions reflect the referenced portfolio's performance
to date, our views regarding future collateral performance, and
the structure of the CDS transaction. In addition, our analysis
incorporates secondary credit factors such as credit stability,
payment priorities under various scenarios, and sector and issuer-
specific analysis," S&P said.

"The referenced portfolio in this transaction has exhibited
overall performance, which is worse than our original expectations
and as such, we have revised our loss expectations. However, over
the past 12 months the referenced portfolio has benefited from
stronger recovery values, as well as improved default
performance," S&P said.

Table 1
Collateral Performance (%)
As of January 2012 distribution

                      Former     Revised
      Pool   Current  lifetime   lifetime
Mo.   factor CNL(i)   CNL exp.   CNL exp.
57    2.28   5.10     4.00-4.50  5.10-5.30

(i) CNL -- cumulative net loss.

"The transaction paid principal sequentially for the first 12
months and then switched to a pro-rata payment structure. In
the pro-rata period principal payments were allocated to each
outstanding class based on its risk position percentage as
long as the class was not in breach of a performance-based
trigger. Performance triggers consist of five cumulative net
loss trigger levels and a delinquency trigger. If a class
breaches its cumulative net loss trigger, the specific class
would not receive principal payments for that distribution date.
The class B-4 and B-3 CNL trigger levels were breached prior to
the structure switching to pro-rata in month 13 and therefore
have not been allocated principal payments to date. In addition,
any breach of a delinquency trigger tied to the three-month
rolling average of 60-plus-day delinquencies would switch the
payment structure to full sequential with principal payments
being allocated to the most senior class outstanding until paid
in full. Since October 2011, the transaction has been in breach
of the delinquency trigger and is currently allocating principal
payments sequentially," S&P said.

"The transaction was structured with credit enhancement consisting
of subordination and first loss protection in the form of an
unrated certificate. Net losses under the reference portfolio that
are in excess of the first loss risk position are allocated to the
notes in opposite order of seniority in the form of an impairment
but do not reduce the principal balance of the impaired class.
After impairment, there will not be sufficient funds to pay
interest accrued on the portion of the principal balance of such
class of notes relating to the impairment and unpaid interest
amount will be carried forward. Class B-3 and B-4 are currently
rated 'D (sf)' due to the transactions failure to make full
interest payments to the class B-3 notes and on the class B-4
notes on its May 2010 and October 2009 distributions dates," S&P
said.

"The transaction has incurred cumulative net losses of 5.10%. The
first loss position has been fully written down; in addition the
class B-4 has an impairment of $19.9 million equal to its full
principal balance, and class B-3 has incurred an impairment of
$6.2 million as of the January 2012 distribution date. Though the
amount of impairment can be reduced by recoveries on the
referenced portfolio, it is unlikely that the transaction will
realize sufficient recoveries to fully reduce the $26.1 million
impairment to the B-3 and B-4 classes," S&P said.

Table 2
Hard Credit Support
As of the January 2012 distribution

                         Current
       Total hard        total hard
       credit support    credit support(ii)
Class  at issuance(i)    (% of current)
A-2    16.00              99.94
A-3    12.00              88.25
B-1     8.00              69.55
B-2     6.50              61.36

(i)Consists of subordination as a percent of the initial notional
balance. (ii) Consists of subordination as a percent of the
current risk notional balance (ending principal amount minus
impairments to the class B-4 and B-3)

"We will continue to monitor the performance of the referenced
portfolio to ensure that the credit enhancement remains
sufficient, in our view, to cover our revised cumulative net loss
expectations under our stress scenarios for each of the rated
classes," S&P said.

              Standard & Poor's 17g-7 Disclosure Report

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

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

          http://standardandpoorsdisclosure-17g7.com

Ratings Raised

HELIOS Finance Ltd. Partnership 2007-S1
               Rating
Class     To           From
A-2       AAAsrp(sf)   AAsrp(sf)
A-3       AA+srp(sf)   Asrp(sf)
B-1       A+(sf)       BBB(sf)
B-2       A (sf)       BB-(sf)


IBIS RE: S&P Gives 'BB-' Rating on Class A Notes
------------------------------------------------
Standard & Poor's Ratings Services assigned issue credit ratings
of 'BB-(sf)' and 'B-(sf)' to the Series 2012-1 Class A and Class B
notes issued by Ibis Re II Ltd. that are exposed to losses from
U.S. hurricanes in the covered area. Ibis Re II is a Cayman
Islands exempted company licensed as a Class B insurer.

"Our views of the transaction's credit risk reflect the
counterparty credit ratings on all of the parties involved
that can affect the timely payment of interest and the ultimate
payment of principal on the notes. Our ratings on the notes take
into account the rating on the ceding insurers, which will make
quarterly premium payments to Ibis Re II; the implied rating on
the catastrophe risk ('BB-') for the Class A notes; and ('B-') for
the Class B notes; and the rating on the assets in the reinsurance
trust accounts (currently treasury money market funds rated 'AAAm'
or 'Am' if the U.S. sovereign rating is below 'A-1+'). For each
class of notes the ratings reflect the lowest of these three
ratings, which is currently the rating on the catastrophe risk.
Standard Guaranty Insurance Co. is not currently rated by Standard
& Poor's. However, the reinsurance agreement between Assurant and
Ibis Re II will indicate that at least one of the two rated
companies will be responsible for the entire quarterly payment due
to Ibis Re II from the cedents," S&P said.

Ratings List
New Rating

Ibis Re II Ltd.
Class A Notes                 BB-(sf)
Class B Notes                 B-(sf)


INNER HARBOR: Fitch Withdraws Rating on Two Note Classes at 'Dsf'
-----------------------------------------------------------------
Fitch Ratings has downgraded and withdrawn two classes of notes
issued by Inner Harbor CBO 1999-1, LTD. (Inner Harbor):

  -- $9,000,000 class B-1L notes downgraded to 'Dsf' from
     'Csf'/RE15% and withdrawn;

  -- $5,500,000 class B-2 notes downgraded to 'Dsf' from 'Csf'/RE
     0% and withdrawn.

The transaction's final maturity date occurred on Jan. 17, 2012.
The class B-1L and B-2 notes have defaulted since they have not
received their full principal amount by the final maturity date.
The ratings of the notes are withdrawn due to the default of the
tranches.

As of the Dec. 2, 2011 trustee report, the transaction had
$1,079,000 in principal cash collections and one performing asset
with $3,000,000 in par value.

Inner Harbor 1999-1 is a collateralized bond obligation that
closed on Dec. 21, 1999 and was managed by T. Rowe Price
Associates, Inc.




JEFFERIES MILITARY: DBRS Confirms Series 2010a Rating at 'B'
------------------------------------------------------------
DBRS has confirmed the following class of Jefferies Military
Housing Trust, Series 2010-XLII, with a Stable trend.

HUNTER Project Certificates Series 2010A at B (sf)

The securitization consists of one $90 million loan collateralized
by the residual cash flow interests from 12 U.S. military housing
projects (the original property) located on 11 bases, along with
the property management and asset management fees from eight of
the 12 projects.  In addition to the $90 million trust loan, there
is also a total of $833 million in senior-securitized loans and
$451 million of government-direct loans outstanding that are
secured by the leasehold interests in the original 12 projects.
The senior-securitized loans and the government-direct loans are
senior in priority to the transaction's $90 million underlying
loan.  The loan was originated in October 2010 with a scheduled
maturity in October 2030 and a final maturity date in October
2045.  The trust loan is interest-only for the first five years
through October 2015.

Following the initial review by DBRS, the sponsor pledged
developer fees, developer overhead fees and residual interests
from an additional 15 military housing projects (the additional
collateral).  As nine of these projects were in the construction
phase at close and given the limited time for review, DBRS did not
conduct analysis for, or give credit to, the additional collateral
prior to the transaction's closing or for the purposes of this
surveillance review.  DBRS considers the additional collateral to
have no impact on this transaction and in no way does it detract
from the transaction's overall credit quality.  As the new
projects complete construction and ultimately stabilize, DBRS may
be asked by the sponsor or originator to review the transaction
inclusive of the additional collateral to determine the resulting
impact on the credit of the transaction.

The rating confirmation reflects the stable performance of the
portfolio in 2011.  DBRS calculated a debt service coverage ratio
(DSCR) for the trust loan of 1.47 times (x) for the trailing 12
month (T-12) period ending December 22, 2011.  This figure
excludes the additional collateral pledged shortly before the
transaction's closing; including that income results in a DSCR for
the same period of 2.86x.  The projects comprising the original
property portfolio were well occupied at October 2011, with a
combined occupancy rate of 96.7%.  The additional collateral
portfolio was 94.1% occupied for the same period.  At issuance,
one of the projects in the original property portfolio, Nellis Air
Force Base (AFB), was scheduled for completion in December 2010.
The servicer confirms that the project was complete as of June 15,
2011.  There were eight projects under construction in the
additional collateral pool at issuance; the servicer confirms that
seven of those are scheduled to be complete as of February 28,
2012, with the remaining project, BLB-Langley AFB (BLB), scheduled
for completion in September 2014.

In addition to the stable DSCR and occupancy statistics for the
underlying properties, DBRS also notes that the transaction
benefits from the experience of the loan sponsors and property
management with the specialized nature of the collateral, the
stable source of revenue provided by the Basic Allowance for
Housing (BAH) from service member occupants, and structural
features of the transaction designed to benefit the Series 2010A
certificate.

Cash traps are present at both the loan level and the Grantor
Trust level.  The Series 2010B certificate is fully subordinated
to the Series 2010A note, and in the event that the loan's DSCR is
less than 1.0x, funds otherwise payable to the Series 2010B
certificate will be trapped for the benefit of the Series 2010A
certificate.  In addition, a debt service reserve in the amount of
$5.625 million was established at issuance; this figure amounts to
approximately six months of debt service on the trust loan.  The
release covenants require that the DSCR on the loan, inclusive of
all senior debt service obligations, be above 2.0x for six
consecutive months prior to the BLB project completion date, or
the immediately preceding six months (in aggregate) after the BLB
completion date.  The BLB project comprises three Air Force Base
communities in Shreveport, Louisiana, Washington D.C. and Langley,
Virginia.  The Shreveport and Langley properties are scheduled for
completion in January 2012 and the Washington D.C. property is
scheduled for completion in September 2014.


JP MORGAN: Fitch Affirms Rating on Three Note Classes at Low-B
--------------------------------------------------------------
Fitch Ratings downgrades two junior classes of JP Morgan Chase
Commercial Mortgage Securities Corporation, series 2003-CIBC6.

The downgrades of the junior classes reflect Fitch expected losses
largely attributed to the transfer of an additional loan to
special servicing.  Fitch modeled losses of 2.05% of the remaining
pool.  There are currently two specially-serviced loans (1.02%) in
the pool.

As of the January 2012 distribution date, the pool's aggregate
principal balance has been reduced by 18.1% (including 0.5% of
realized losses) to $851.6 million from $1.03 billion at issuance.
24 loans in the pool (28.5%) are currently defeased. Interest
shortfalls are affecting class NR.

The largest specially serviced asset (0.52%) is secured by a
105,303 square foot (sf) office property located in Tucson, AZ.
The subject loan transferred to special servicing in July 2011.  A
discounted loan payoff (DPO) has been approved.

The second largest specially serviced asset (0.5%) is secured by
three mobile home parks located in Colorado.  The subject loan
transferred to special servicing in January 2011 due to imminent
payment default. The special servicer is pursuing modification.

Fitch downgrades these classes:

  -- $3.9 million class M to 'CCCsf' from 'B-sf'; RE 100%;
  --$ 1.3 million class N to 'CCsf' from 'B-sf'; RE 100%.

In addition, Fitch affirms these classes as indicated:

  -- $32.9 million class A-1 at 'AAAsf'; Outlook Stable;
  -- $653.2 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $31.2 million class B at 'AAAsf'; Outlook Stable;
  -- $32.5 million class C at 'AAAsf'; Outlook Stable;
  -- $11.7 million class D at AAAsf'; Outlook Stable;
  -- $14.3 million class E at 'AAAsf', Outlook Stable;
  -- $10.4 million class F at 'AAsf'; Outlook Stable;
  -- $13 million class G at 'Asf'; Outlook Stable;
  -- $16 million class H at 'BBBsf'; Outlook Stable;
  -- $5.2 million class J at 'BBsf'; Outlook Stable;
  -- $7.8 million class K at 'Bsf'; Outlook Stable;
  -- $5.2 million class L at 'B-sf'; Outlook Stable.

Class X-2 is paid in full. Fitch does not rate class NR.  The
rating on class X-1 has previously been withdrawn.


JPMCC 2003-ML1: Moody's Affirms Cl. J Notes Rating at 'Ba2'
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of 15 classes of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2003-ML1:

Cl. A-1, Affirmed at Aaa (sf); previously on Jul 24, 2003
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Jul 24, 2003
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Jun 29, 2006 Upgraded
to Aaa (sf)

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

Cl. D, Affirmed at Aaa (sf); previously on Jul 10, 2007 Upgraded
to Aaa (sf)

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

Cl. F, Affirmed at Aa1 (sf); previously on Feb 3, 2011 Upgraded to
Aa1 (sf)

Cl. G, Affirmed at A1 (sf); previously on Feb 3, 2011 Upgraded to
A1 (sf)

Cl. H, Affirmed at Baa2 (sf); previously on Feb 3, 2011 Upgraded
to Baa2 (sf)

Cl. J, Affirmed at Ba2 (sf); previously on Jul 24, 2003 Definitive
Rating Assigned Ba2 (sf)

Cl. K, Affirmed at Ba3 (sf); previously on Jul 24, 2003 Definitive
Rating Assigned Ba3 (sf)

Cl. L, Affirmed at B1 (sf); previously on Jul 24, 2003 Definitive
Rating Assigned B1 (sf)

Cl. M, Affirmed at B2 (sf); previously on Jul 24, 2003 Definitive
Rating Assigned B2 (sf)

Cl. N, Affirmed at B3 (sf); previously on Jul 24, 2003 Definitive
Rating Assigned B3 (sf)

Cl. X-1, Affirmed at Aaa (sf); previously on Jul 24, 2003
Definitive Rating Assigned Aaa (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
1.8% of the current balance. At last review, Moody's cumulative
base expected loss was 1.6%. Depending on the timing of loan
payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment grade
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
the commercial real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. The hotel and multifamily sectors are in
recovery and improvements in the office sector continue, with
fundamentals in Gateway cities outperforming their suburban
counterparts. However, office demand is closely tied to
employment, where fundamentals remain weak, so significant
improvement may be delayed. Performance in the retail sector has
been mixed with on-going rent deflation and leasing challenges.
Across all property sectors, the availability of debt capital
continues to improve with monetary policy expected to remain
supportive and interest rate hikes postponed. Moody's central
global macroeconomic scenario reflects an overall downward
revision of forecasts since last quarter, amidst ongoing fiscal
consolidation efforts, household and banking sector deleveraging,
persistently high unemployment levels, and weak housing markets
that will continue to constrain growth.

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

Moody's noted that on November 22, 2011, it released a Request for
Comment, in which the rating agency has requested market feedback
on potential changes to its rating methodology for Interest-Only
Securities. If the revised methodology is implemented as proposed
the rating on J.P. Morgan Chase Commercial Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2003-
ML1 Class X1 may be negatively affected. Please refer to Moody's
request for Comment, titled "Proposal Changing the Global Rating
Methodology for Structured Finance Interest-Only Securities," for
further details regarding the implications of the proposed
methodology change on Moody's rating.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit 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 February 3, 2011.

DEAL PERFORMANCE

As of the January 12, 2012 distribution date, the
transaction's aggregate certificate balance has decreased by 35%
to $602.2 million from $929.8 million at securitization. The
Certificates are collateralized by 104 mortgage loans ranging in
size from less than 1% to 8% of the pool, with the top ten loans
representing 23% of the pool. The pool contains one loan with an
investment grade credit estimate that represents 7% of the pool.
Nineteen loans, representing 28% of the pool, have defeased and
are collateralized with U.S. Government securities.

Sixteen loans, representing 14% 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 an
aggregate realized loss of $6.4 million (26% loss severity
overall). Two loans, representing 2% of the pool, are currently
in special servicing.

Moody's has assumed a high default probability for five poorly
performing loans representing 3% of the pool and has estimated a
$2.5 million aggregate loss (15% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and partial year 2011
operating results for 89% and 75% of the pool's non-defeased and
non-specially serviced loans, respectively. Excluding specially
serviced and troubled loans, Moody's weighted average LTV is 75%
compared to 77% 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 and troubled loans, Moody's actual
and stressed DSCRs are 1.48X and 1.56X, respectively, compared to
1.79X and 1.65X 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 35 compared to 39 at Moody's prior review.

The loan with a credit estimate is the Hyatt Regency Hotel Loan
Loan ($44.1 million -- 7.3%), which is secured by a 686-room full
service hotel with 53,000 square feet (SF) of flexible function
space located in Arlington, Virginia. The property's operating
performance has been stable. The loan is amortizing on a 360-month
schedule and is scheduled to mature in January 2013. Moody's
current credit estimate and stressed DSCR are Aa2 and 3.20X,
respectively, compared to Aa3 and 2.95X at last full review.

The top three performing conduit loans represent 10% of the pool
balance. The largest conduit loan is the JANAF Shopping Center
Loan ($29.8 million -- 5.0% of the pool), which is secured by a
583,000 SF retail center located in Norfolk, Virginia. The
collateral comprises a retail center, two office buildings, an
out-parcel strip retail building and pad sites. The largest retail
tenants include Sports Authority (7% of the net rentable area
(NRA); lease expiration August 2016), TJ Maxx (6% of the NRA;
lease expiration January 2014), and Conway (6% of the NRA; lease
expiration May 2012). The loan is amortizing on a 300-month
schedule and is scheduled to mature in May 2012. Moody's LTV and
stressed DSCR are 65% and 1.62X, respectively, compared to 77% and
1.36X at last review.

The second largest conduit loan is the 4820 Overland Avenue Loan
($17.4 million -- 2.9% of the pool), which is secured by a two-
story office building and a single-story research and development
(R&D) building totaling 158,585 SF located in Kearny Mesa,
California. Originally, the property was 100% leased to Overland
Data, Inc. through February 2014. However, the tenant has amended
the lease to remove the entire office building and 6,950 SF of the
R&D building from its leasehold interest. Overland Data maintains
its lease on 91,300 SF of R&D space. Northrop-Grumman Systems
Corporation now leases the space vacated by Overland Date through
June and November 2015. The loan is amortizing on a 360-month
schedule and is scheduled to mature in August 2014. Moody's LTV
and stressed DSCR are 77% and 1.38X, respectively, compared to 74%
and 1.43X at last full review.

The third conduit largest loan is the Hershey Heritage Village
Loan ($14.2 million -- 2.4% of the pool), which is secured by a
517-unit multifamily property located in Lancaster, Pennsylvania.
The property was 100% leased as of May 2011 compared to 95% at
last review. Property performance is stable. Moody's LTV and
stressed DSCR are 68% and 1.52X, respectively, compared to 65% and
1.58X at last full review.


JPMCC 2004-C3: Moody's Lowers Rating of Cl. D Notes to 'Ba3'
------------------------------------------------------------
Moody's Investors Service downgraded these ratings of four CMBS
classes and affirmed sixteen CMBS classes of JP Morgan Chase
Commercial Mortgage Securities Corp. Commercial Mortgage Pass-
Through Certificates, Series 2004-C3:

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

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

Cl. A-5, Affirmed at Aaa (sf); previously on Dec 29, 2004
Definitive Rating Assigned Aaa (sf)

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

Cl. A-J, Affirmed at Aa3 (sf); previously on Mar 18, 2010
Downgraded to Aa3 (sf)

Cl. B, Downgraded to Baa2 (sf); previously on Mar 18, 2010
Downgraded to Baa1 (sf)

Cl. C, Downgraded to Baa3 (sf); previously on Mar 18, 2010
Downgraded to Baa2 (sf)

Cl. D, Downgraded to Ba3 (sf); previously on Mar 18, 2010
Downgraded to Ba1 (sf)

Cl. E, Downgraded to B2 (sf); previously on Mar 18, 2010
Downgraded to Ba3 (sf)

Cl. F, Affirmed at B3 (sf); previously on Mar 18, 2010 Downgraded
to B3 (sf)

Cl. G, Affirmed at Caa2 (sf); previously on Mar 18, 2010
Downgraded to Caa2 (sf)

Cl. H, Affirmed at Caa3 (sf); previously on Mar 18, 2010
Downgraded to Caa3 (sf)

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

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

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

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

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

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

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

Cl. X-1, Affirmed at Aaa (sf); previously on Dec 29, 2004
Definitive Rating Assigned Aaa (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 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 the existing ratings.

Moody's rating action reflects a cumulative base expected loss of
8.3% of the current balance compared to 7.1% at last review.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and performance in the commercial real
estate property markets. While commercial real estate property
markets are gaining momentum, a consistent upward trend will not
be evident until the volume of transactions increases, distressed
properties are cleared from the pipeline and job creation
rebounds. The hotel and multifamily sectors are continuing to show
signs of recovery through the first half of 2011, while recovery
in the non-core office and retail sectors are tied to pace of
recovery of the broader economy. Core office markets are showing
signs of recovery through lending and leasing activity. 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 as
the most likely scenario through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations, however the downside risks
to the outlook have risen since last quarter.

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000.

Moody's noted that on November 22, 2011, it released a Request for
Comment, in which the rating agency has requested market feedback
on potential changes to its rating methodology for Interest-Only
Securities. If the revised methodology is implemented as proposed
the rating on JP Morgan Chase Commercial Mortgage Securities Corp.
Series 2004-C3 Class X-1 may be negatively affected. Please refer
to Moody's request for Comment, titled "Proposal Changing the
Global Rating Methodology for Structured Finance Interest-Only
Securities," for further details regarding the implications of the
proposed methodology change on Moody's rating.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade underlying ratings 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 underlying ratings
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 28 at last review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through 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 3, 2011.

DEAL PERFORMANCE

As of the January 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 29% to $1.1 billion
from $1.5 billion at securitization. The Certificates are
collateralized by 117 mortgage loans ranging in size from less
than 1% to 14% of the pool, with the top ten non-defeased loans
representing 44% of the pool. Seven loans, representing 13% of the
pool, have defeased and are collateralized with U.S. Government
securities. There are no loans with investment grade credit
estimates.

Thirty-eight loans, representing 36% 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.

Nine loans have been liquidated from the pool, resulting in a
realized loss of $19.6 million (62% loss severity overall).
Currently ten loans, representing 12% of the pool, are in special
servicing. The largest specially serviced loan is the Everest
Portfolio Loan ($56.8 million -- 5.3% of the pool), which is
secured by six office and industrial buildings totaling 676,000
square feet (SF). All of the properties are located in
Massachusetts. The loan was transferred to special servicing in
May 2009 for imminent default and is currently in foreclosure. A
January 2012 appraisal valued the portfolio at $31.3 million. The
master servicer recognized a $35.6 million appraisal reduction for
this loan in January 2012.

The remaining nine specially serviced loans are secured by a
mix of asset types. The servicer has recognized an aggregate
$56.7 million appraisal reduction for eight of the ten specially
serviced loans. Moody's has estimated a $60.4 million loss (51%
loss severity on average) for the specially serviced loans.

Moody's has assumed a high default probability for six poorly
performing loans representing 3% of the pool and has estimated an
aggregate $5.3 million loss (38% expected loss based on a 40%
probability default) from these troubled loans.

Based on the most recent remittance statement, Classes H through
NR have experienced cumulative interest shortfalls totaling
$5.7 million compared to $3.4 million at last review. Moody's
anticipates that the pool will continue to experience interest
shortfalls because of the exposure to specially serviced loans.
Interest shortfalls are caused by special servicing fees,
including workout and liquidation fees, appraisal entitlement
reductions (ASERs), advanced interest claw backs on loans
determined to be non-recoverable and extraordinary trust expenses

Moody's was provided with full-year 2010 and partial year 2011
operating results for 92% and 73% of the pool, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 99% compared to 100% at last review. Moody's net
cash flow reflects a weighted average haircut of 11% to the most
recently available net operating income (NOI). Moody's value
reflects a weighted average capitalization rate of 9.1%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.43X and 1.05X, respectively, compared to
1.37X and 1.03X 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 26% of the
pool balance. The largest loan is the DDR Portfolio Loan
($148.9 million -- 13.8% of the pool), which consist of a
portfolio of 13 crossed collateralized and crossed defaulted
loans secured by properties located in New York (9 properties),
Ohio (1), Georgia (1), Tennessee (1) and Mississippi (1). The
portfolio totals 1.6 million SF. As of June 2011 the portfolio
was approximately 89% leased compared to 92% at last review.
The portfolio's performance has declined since last review due
to a decline in rental income. The portfolio is currently on the
watchlist due to passing its anticipated repayment date (ARD) in
November 2011 and is currently hyper amortizing. Moody's LTV and
stressed DSCR are 110% and 0.88X, respectively, compared to 108%
and 0.89X at last review.

The second largest loan is the 345 Park Avenue South Loan
($70.6 million -- 6.5% of the pool), which is secured by a
272,000 SF office building located in Midtown Manhattan, New
York. The property was 97% leased as of September 2011, which is
in line with last review. The loan is currently on the watchlist
due to the former largest tenant vacating its space upon it's
March 2011 lease expiration. That space was subsequently leased
to Digitas, Inc. The property's NOI has declined slightly due to
rent concessions for Digitas Inc., but will improve when they
expire. Moody's LTV and stressed DSCR are 96% and 0.99X,
respectively, compared to 103% and 0.92X at last review.

The third largest loan is the Crossroads Shopping Center Loan
($60.3 million -- 5.6% of the pool), which is secured by a 311,000
SF retail center located in White Plains, New York. The property
is anchored by KMart. The loan is on the watchlist due to A&P
Supermarket vacating its space in September 2011. As of November
2011, the property was 82% leased. Moody's valuation reflects a
stressed cash flow due to concerns about the A&P vacancy and
reduced NOI. Moody's LTV and stressed DSCR are 127% and 0.72X,
respectively, compared to 121% and 0.71X at last review.


JPMCC 2006-FL1: Moody's Lowers Rating of Cl. H Notes to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of nine and
downgraded two classes of J.P. Morgan Chase Commercial Mortgage
Securities Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-FL1. Moody's rating action is:

Cl. A-2, Affirmed at Aaa (sf); previously on Mar 22, 2006
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Nov 14, 2007 Upgraded
to Aaa (sf)

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

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

Cl. E, Affirmed at Aa3 (sf); previously on Mar 2, 2011 Upgraded to
Aa3 (sf)

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

Cl. G, Affirmed at A3 (sf); previously on Mar 2, 2011 Upgraded to
A3 (sf)

Cl. H, Downgraded to Ba2 (sf); previously on Aug 4, 2010
Downgraded to Baa3 (sf)

Cl. J, Downgraded to B2 (sf); previously on Aug 4, 2010 Downgraded
to Ba3 (sf)

Cl. K, Affirmed at Caa1 (sf); previously on Mar 2, 2011 Downgraded
to Caa1 (sf)

Cl. L, Affirmed at Caa3 (sf); previously on Mar 2, 2011 Downgraded
to Caa3 (sf)

RATINGS RATIONALE

The affirmations of the classes were due to key parameters,
including Moody's loan to value (LTV) ratio and Moody's stressed
debt service coverage ratio (DSCR) remaining within an acceptable
ranges. The downgrades reflect anticipated pay off of Crossgate
Mall loan upon maturity date and the resulting exposure to a
single loan with a credit estimate of Caa3.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
the commercial real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. The hotel and multifamily sectors are in
recovery and improvements in the office sector continue, with
fundamentals in Gateway cities outperforming their suburban
counterparts. However, office demand is closely tied to
employment, where fundamentals remain weak, so significant
improvement may be delayed. Performance in the retail sector has
been mixed with on-going rent deflation and leasing challenges.
Across all property sectors, the availability of debt capital
continues to improve with monetary policy expected to remain
supportive and interest rate hikes postponed. Moody's central
global macroeconomic scenario reflects an overall downward
revision of forecasts since last quarter, amidst ongoing fiscal
consolidation efforts, household and banking sector deleveraging,
persistently high unemployment levels, and weak housing markets
that will continue to constrain growth.

The principal methodology used in this rating was "Moody's
Approach to Rating CMBS Large Loan/Single Borrower Transactions"
published in July 2000.

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.2. 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 March 2, 2011.

DEAL PERFORMANCE

As of the January 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 14%
to $252 million from $293 million at last review. The certificates
are collateralized by two loans secured by regional mall
properties that are sponsored by Robert J. Congel. The trust has
experienced minimal losses since securitization. Both loans mature
over the next twelve month period. The outstanding interest
shortfalls total $8,931 and cumulative bond loss totals $88,957
both affecting Class L.

Moody's LTV ratio for the pooled trust balance is 83% compared to
82% at last review. Moody's stressed DSCR ratio for the pooled
trust balance is 1.25X same as at last review. The overall credit
metrics are similar to those at last review, and Moody's
anticipates continued deleveraging from amortization from the mall
loans.

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 2.

The Crossgate Mall Loan ($178 million - 70% of trust balance) is
secured by a 1.2 million square foot (SF) regional mall located in
Albany, New York. This loan amortizes on a 30 year schedule and
its final maturity date is June 9, 2012. One anchor pad space
(143,676 SF) remains dark. The property's net operating income
(NOI) for the first nine months of 2011 was down slightly at
$17.9 million compared to $18.3 million achieved during the same
period in 2010. Moody's 2012 review NCF is $22 million same as at
last review. The loan's sponsors are Robert J. Congel and Madeira
Associates. Moody's current credit estimate is Ba1 same as last
review. Moody's anticipates this loan to pay off at maturity.

The Independence Mall Loan ($75 million -- 30% of the trust
balance) is secured by a 680,000 SF regional mall located
in Kingston, Massachusetts. The property's NOI for the first
nine months of 2011 was $5.7 million compared to $5.9 million
achieved during the same period in 2010. Moody's 2012 review
NCF is $6.6 million, down slightly from last review. This loan
amortizes on a 20 year schedule and matures February 9, 2012. The
borrower has one additional 12-month extension option remaining.
The loan's sponsors are Robert J. Congel and Riesling Associates
(controlled by Robert Congel and family trust). Moody's current
credit estimate is Caa3 compared to Caa2 at last review.


JPMORGAN 2006-LDP7: S&P Cuts Ratings on 2 Classes of Certs. to 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP7, a
U.S. commercial mortgage-backed securities (CMBS) transaction. "In
addition, we affirmed our ratings on 11 other classes from the
same transaction," S&P said.

"Our rating actions follow our analysis of the transaction
primarily using our U.S. conduit/fusion criteria, and also
reflect our review of the transaction structure, and the
liquidity available to the trust. The downgrades further
reflect credit support erosion that we anticipate will occur
upon the eventual resolution of 19 ($303.4 million, 8.7%) of
the transaction's 24 ($342.8 million, 9.9%) assets that are
with the special servicer," S&P said.

"The affirmed ratings on the principal and interest certificates
reflect subordination and liquidity support levels that are
consistent with the outstanding ratings. We affirmed our 'AAA
(sf)' rating on the class X interest-only (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 1.29x and a loan-to-value (LTV) ratio of 123.7%.
We further stressed the loans' cash flows under our 'AAA' scenario
to yield a weighted average DSC of 0.76x and an LTV ratio of
155.6%. The implied defaults and loss severity under the 'AAA'
scenario were 87.0% and 41.6%, respectively. All of the DSC and
LTV calculations exclude 19 ($303.4 million, 8.7%) of the
transaction's 24 ($342.8 million, 9.9%) specially serviced assets
and one ($20.2 million, 0.6%) defeased loan. We separately
estimated losses for the excluded specially serviced assets and
included them in the 'AAA' scenario implied default and loss
severity figures," S&P said.

                      Credit Considerations

As of the Jan. 17, 2012 trustee remittance report, 24
($342.8 million, 9.9%) assets in the pool were with the special
servicer, LNR Partners LLC. The payment status of the specially
serviced assets as of the Jan. 17, 2012, trustee remittance report
is: four ($66.8 million, 1.9%) are real estate owned (REO); seven
($95.2 million, 2.7%) are in foreclosure; seven ($123.2 million,
3.5%) are 90-plus days delinquent; two ($17.3 million, 0.5%) are
60 days delinquent; two ($11.1 million, 0.3%) are late, but less
than 30 days delinquent; one ($24.8 million, 0.7%) is a matured
balloon loan; and one ($4.5 million, 0.1%) is current. Appraisal
reduction amounts (ARAs) totaling $120.4 million were in effect
for 19 of the specially serviced assets.

The Shoreview Corporate Center loan ($53.4 million, 1.5%),
the largest specially serviced asset, is secured by a 552,927-
sq.-ft. office property in Shoreview, Minn. The asset was
transferred to the special servicer in October 2009 due to
imminent default. The asset was reported as being in foreclosure.
Recent financial reporting information is not available. There
is an ARA of $29.7 million in effect against the asset. "We
expect a significant loss upon the resolution of this asset,"
S&P said.

"The 23 remaining specially serviced assets have individual
balances that represent less than 1.5% of the total pool
balance. ARAs totaling $90.8 million are in effect against
18 of the assets. We estimated losses for 18 of the 23
remaining specially serviced assets and arrived at a weighted
average loss severity of 34.2%. The other five assets have
been modified and are pending return to the master servicer,
or seem to be possible candidates for a loan modification and
return to the master servicer on the basis of their reported
payment status and financial information," S&P said.

                        Transaction Summary

As of the Jan. 17, 2012 trustee remittance report, the collateral
pool had a trust balance of $3.48 billion, down from $3.94 billion
at issuance. The pool currently includes 225 loans and four REO
assets. The master servicers, Wells Fargo Commercial Mortgage
Servicing and Berkadia Commercial Mortgage LLC, provided financial
information for 91.4% of the pool (by balance), the majority of
which reflected full-year 2010 or partial-year 2011 data.

"We calculated a weighted average DSC of 1.30x for the pool
based on the reported figures. Our adjusted DSC and LTV ratio
were 1.29x and 123.7%, which exclude 19 ($303.4 million, 8.7%)
of the transaction's 24 ($342.8 million, 9.9%) specially serviced
assets and one ($20.2 million, 0.6%) defeased loan. We separately
estimated losses for the excluded specially serviced assets.
To date, the trust has experienced $68.2 million in principal
losses related to 24 assets. Fifty-four loans ($832.7 million,
24.0%), including two ($349.8 million, 10.1%) of the top 10 loans
in the pool, are on the master servicers' combined watchlist.
Fifty ($614.0 million, 17.7%) loans have reported DSC under 1.10x,
39 ($558.0 million, 16.1%) of which have reported DSC under
1.00x," S&P said.

                    Summary of Top 10 Loans

"The top 10 loans have an aggregate outstanding trust balance
of $1.40 billion (40.4%). Using servicer-reported numbers, we
calculated a weighted average DSC of 1.29x for the top 10 loans.
Our adjusted DSC and LTV ratio for the top 10 loans were 1.26x and
122.7%. Two ($349.8 million, 10.1%) of the top 10 loans in the
pool are on the master servicers' combined watchlist," S&P said.

The Westfield Centro Portfolio loan ($240.0 million, 6.9%),
the largest loan in the pool, is on the master servicers'
combined watchlist due to a low reported DSC, which was 0.98x
as of June 30, 2011. The loan is secured by five anchored retail
regional malls comprising 2.4 million sq. ft. across the country.
The reported consolidated occupancy was 86.7% as of Aug. 9, 2011.

The Hyatt - Huntington Beach loan ($109.8 million, 3.2%), the
seventh-largest loan in the pool, is on the master servicers'
combined watchlist due to a low reported DSC, which was 1.14x as
of Sept. 30, 2011. The loan is secured by a 517-room hotel in
Huntington, Calif. The reported occupancy was 72.0%, as of
Sept. 30, 2011.

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

                 Standard & Poor's 17g-7 Disclosure Report

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

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

          http://standardandpoorsdisclosure-17g7.com

Ratings Lowered

JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP7
Commercial mortgage pass-through certificates
             Rating
Class  To              From          Credit enhancement (%)
A-J    BB (sf)         BBB- (sf)                      11.77
B      BB- (sf)        BB+ (sf)                        9.51
C      B+ (sf)         BB (sf)                         8.23
D      B (sf)          BB- (sf)                        7.81
E      B (sf)          B+ (sf)                         6.68

Ratings Affirmed

JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP7
Commercial mortgage pass-through certificates
Class    Rating                Credit enhancement (%)
A-2      AAA (sf)                               32.03
A-3A     AAA (sf)                               32.03
A-3FL    AAA (sf)                               32.03
A-3B     AAA (sf)                               32.03
A-4      AA- (sf)                               32.03
A-SB     AA- (sf)                               32.03
A-1A     AA- (sf)                               32.03
A-M      A- (sf)                                20.70
F        B- (sf)                                 5.54
G        CCC- (sf)                               4.13
X        AAA (sf)                                 N/A

N/A -- Not applicable.


LBCMT 2007-C3: Moody's Reviews 'B1' Rating of Cl. A-J Notes
-----------------------------------------------------------
Moody's Investors Service placed 12 CMBS classes of LB Commercial
Mortgage Trust 2007-C3 Commercial Mortgage Pass-Through
Certificates, Series 2007-C3 on review for possible downgrade:

Cl. A-M, Aa3 (sf) Placed Under Review for Possible Downgrade;
previously on Oct 22, 2009 Downgraded to Aa3 (sf)

Cl. A-MB, Aa3 (sf) Placed Under Review for Possible Downgrade;
previously on Oct 22, 2009 Downgraded to Aa3 (sf)

Cl. A-MFL, Aa3 (sf) Placed Under Review for Possible Downgrade;
previously on Oct 22, 2009 Downgraded to Aa3 (sf)

Cl. A-J, B1 (sf) Placed Under Review for Possible Downgrade;
previously on Feb 24, 2011 Downgraded to B1 (sf)

Cl. A-JFL, B1 (sf) Placed Under Review for Possible Downgrade;
previously on Feb 24, 2011 Downgraded to B1 (sf)

Cl. B, B2 (sf) Placed Under Review for Possible Downgrade;
previously on Oct 22, 2009 Downgraded to B2 (sf)

Cl. C, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Oct 22, 2009 Downgraded to B3 (sf)

Cl. D, Caa1 (sf) Placed Under Review for Possible Downgrade;
previously on Oct 22, 2009 Downgraded to Caa1 (sf)

Cl. E, Caa2 (sf) Placed Under Review for Possible Downgrade;
previously on Oct 22, 2009 Downgraded to Caa2 (sf)

Cl. F, Ca (sf) Placed Under Review for Possible Downgrade;
previously on Oct 22, 2009 Downgraded to Ca (sf)

Cl. G, Ca (sf) Placed Under Review for Possible Downgrade;
previously on Oct 22, 2009 Downgraded to Ca (sf)

Cl. H, Ca (sf) Placed Under Review for Possible Downgrade;
previously on Oct 22, 2009 Downgraded to Ca (sf)

RATINGS RATIONALE

The classes were placed on review for possible downgrade due to an
expected increase in interest shortfalls and higher than expected
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 February 24, 2011.

The methodology used in this rating was "Moody's Approach to
Rating U.S. CMBS Fusion Transactions" published on April 19, 2005.

Moody's noted that on November 22, 2011, it released a Request for
Comment, in which the rating agency has requested market feedback
on potential changes to its rating methodology for Interest-Only
Securities. If the revised methodology is implemented as proposed
the rating on Credit Suisse First Boston Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2004-C5
Classes A-X and A-SP may be negatively affected. Please refer
to Moody's request for Comment, titled "Proposal Changing the
Global Rating Methodology for Structured Finance Interest-Only
Securities," for further details regarding the implications of
the proposed methodology change on Moody's rating.

DEAL PERFORMANCE

As of the January 18, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 6% to $3.05 billion
from $3.23 billion at securitization. The Certificates are
collateralized by 110 mortgage loans ranging in size from less
than 1% to 14% of the pool, with the top ten loans representing
55% of the pool. There are two loans with investment-grade credit
estimates, representing 2% of the pool.

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

Eight loans have been liquidated from the pool, resulting in a
realized loss of $74 million (65% loss severity overall) compared
to $20.4 million at last review. Currently, there are 36 loans,
representing 24% of the pool, in special servicing. The master
servicer has recognized $156.0 million in appraisal reductions for
37 loans.

Based on the most recent remittance statement, Class C through T
have experienced cumulative interest shortfalls of $26.6 million.
At last review, interest shortfalls were $14.6 million. Moody's
anticipates that the pool will continue to experience interest
shortfalls because of the high exposure to the specially serviced
and troubled loans. Interest shortfalls are caused by special
servicing fees, including workout and liquidation fees, appraisal
subordinate entitlements reductions (ASERs), loan modifications
and extraordinary trust expenses.

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


LCM X: S&P Gives 'BB' Rating on Class E Deferrable Notes
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to LCM X L.P./LCM X LLC's $370.5 million floating-rate
notes.

"The note issuance is a collateralized loan obligation
securitization backed by a revolving pool consisting primarily
of broadly syndicated senior secured loans," S&P said.

"The preliminary ratings are based on information as of Jan. 31,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings," S&P said.

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

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

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

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

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

    The asset manager's experienced management team.

    "The timely interest and ultimate principal payments on the
    preliminary rated notes, which we assessed using our cash flow
    analysis and assumptions commensurate with the assigned
    preliminary ratings under various interest-rate scenarios,
    including LIBOR ranging from 0.34% to 12.26%," S&P said.

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

    The transaction's interest reinvestment test, a failure of
    which during the reinvestment period will lead to the
    reclassification of excess interest proceeds that are
    available prior to paying subordinated management fees,
    uncapped administrative expenses, and limited partnership
    certificate payments to the principal proceeds for the
    purchase of collateral assets or, at the asset manager's
    discretion, to reduce the balance of the rated notes
    outstanding sequentially.

               Standard & Poor's 17g-7 Disclosure Report

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

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

     http://standardandpoorsdisclosure-17g7.com/1111408.pdf

Preliminary Ratings Assigned
LCM X L.P./LCM X LLC

Class                                  Rating    Amount (mil. $)
A                                      AAA (sf)           259.00
B                                      AA (sf)             45.00
C (deferrable)                         A (sf)              29.50
D (deferrable)                         BBB (sf)            20.00
E (deferrable)                         BB (sf)             17.00
Subordinated notes (LP certificates)   NR                  39.50

LP -- Limited partnership. NR -- Not rated.



LNR CDO: Fitch Affirms Rating on Three Note Classes at 'Dsf'
------------------------------------------------------------
Fitch Ratings has affirmed 11 classes issued by LNR CDO IV series
2006-1 Ltd. (LNR CDO IV) as a result of continued negative credit
migration.

Since Fitch's last rating action in February 2011, approximately
45.6% of the collateral has been downgraded and 2.6% has been
upgraded.  Currently, 96.7% of the portfolio has a Fitch derived
rating below investment grade and 91% has a rating in the 'CCC'
category and below.  As of the Jan. 25, 2012 trustee report, 74.7%
of the portfolio is experiencing interest shortfalls.

The transaction entered into an event of default in April 2010 due
to the non-payment of full and timely accrued interest on the
class B notes.  Since Fitch's last rating action, interest
proceeds have continued to be insufficient to pay the full hedge
counterparty termination payment.  As a result, the class A and B
notes have not been receiving their timely interest distributions.
Therefore, classes A and B have been affirmed at 'Dsf'.  For
classes C through G, Fitch analyzed each class' sensitivity to the
default of the distressed assets ('CCC' and below).  Given the
high probability of default of the underlying assets, the expected
limited recovery prospects upon default, and that the notes are
currently undercollateralized, classes C through G have been
affirmed at 'Csf', indicating that default is inevitable.

This review was conducted under the framework described in Fitch's
reports 'Global Structured Finance Rating Criteria' and 'Global
Rating Criteria for Structured Finance CDOs'.  However, given the
portfolio's distressed nature, Fitch believes that the probability
of default for all classes of notes can be evaluated without
factoring potential further losses from the non-defaulted portion
of the portfolio.  Therefore, this transaction was not modeled
using the Structured Finance Portfolio Credit Model (SF PCM).

LNR CDO IV is collateralized by all or a portion of 94 classes in
31 separate underlying commercial mortgage-backed securities
(CMBS) transactions.  Approximately 6.2% of the collateral
currently is not rated and represents the first loss position of
the respective underlying CMBS transaction.  All underlying
classes are thin, junior tranches that are susceptible to losses
in the near term.

Fitch has affirmed these classes as indicated:

  -- $474,385,000 class A notes at 'Dsf';
  -- $204,174,000 class B-FL notes at 'Dsf';
  -- $10,000,000 class B-FX notes at 'Dsf';
  -- $73,154,000 class C-FL notes at 'Csf';
  -- $54,950,000 class C-FX notes at 'Csf';
  -- $10,000,000 class D-FL notes at 'Csf';
  -- $54,052,000 class D-FX notes at 'Csf';
  -- $72,058,000 class E notes at 'Csf';
  -- $25,000,000 class F-FL notes at 'Csf';
  -- $31,046,000 class F-FX notes at 'Csf';
  -- $78,063,000 class G notes at 'Csf'.


MADISON PARK III: S&P Raises Rating on Class Q Notes From 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
eight classes of notes from Madison Park Funding III Ltd., a
collateralized loan obligation (CLO) transaction backed by U.S.
corporate loans and managed by CSFB Alternative Capital Inc. "At
the same time, we removed three of them from CreditWatch with
positive implications, where we had placed them on Nov. 14, 2011,"
S&P said.

"The upgrades reflect an increase in the overall credit support
available to the rated notes since our May 2010 rating actions on
the notes," S&P said.

"The amount of defaulted assets held in the transaction has
decreased to $7.15 million as of the December 2011 trustee report,
which we used in our current analysis, from $17.58 million as of
the March 2010 monthly report, which we used for our May 2010
actions," S&P said. As a result, the overcollateralization (O/C)
ratios increased for all classes:

    The class A O/C ratio was 129.22% in December 2011, compared
    with 124.04% in March 2010;

    The class B O/C ratio was 120.08% in December 2011, compared
    with 115.27% in March 2010;

    The class C O/C ratio was 115.10% in December 2011, compared
    with 110.48% in March 2010; and

    The class D O/C ratio was 110.96% in December 2011, compared
    with 106.51% in March 2010.

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

                Standard & Poor's 17g-7 Disclosure Report

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

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

            http://standardandpoorsdisclosure-17g7.com

Rating And Creditwatch Actions

Madison Park Funding III Ltd.
              Rating
Class     To           From
A-1       AA+ (sf)     AA (sf)
A-2a      AAA (sf)     AA+ (sf)
A-2b      AA+ (sf)     AA (sf)
A-3       AA (sf)      A+ (sf)
B         A (sf)       BBB+ (sf)/Watch Pos
C         BBB (sf)     BB+ (sf)/Watch Pos
D         BB (sf)      BB- (sf)/Watch Pos
Q         BBB- (sf)    B+ (sf)


MERRILL LYNCH: DBRS Downgrades Class F Rating to 'D'
----------------------------------------------------
DBRS has downgraded the Commercial Mortgage Pass-Through
Certificates, Series 2001-Canada 5, Class F issued Merrill Lynch
Financial Assets Inc., Series 2001-Canada 5 (the Trust) to D (sf)
from C (sf).

The downgrade follows realized losses incurred by the Trust
following the liquidation of Skeena Mall (Prospectus ID#8) in
January 2012.

The Skeena Mall loan was secured by a 151,000 square foot (sf)
anchored shopping centre located in Terrace, British Columbia.
The asset was anchored by Zellers, which vacated the space in
2003.  The property is located in a remote area, roughly 900 miles
north of Vancouver, that was hit hard by the closing of its major
employer in 2001.  This loan transferred to special servicing in
February 2009 and was scheduled to mature in February 2011.  The
asset was recently sold and liquidated out of the pool with the
January 2012 remittance.  The realized trust loss associated with
this loan is $4.4 million, representative of a 71% loss severity.
Any additional recovery from the loan's guarantee is not expected
to change DBRS's assessment of the ratings of the bonds.

There are five loans remaining in the pool, including a roll-up of
three cross-collateralized and cross-defaulted loans, one of which
is currently on the servicer's watchlist because of the departure
of two major tenants.

DBRS will be conducting a full surveillance review of this
transaction in the coming months.


MERRILL LYNCH: S&P Raises Rating on Class F Certs. From 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'AAA (sf)'
on the class F commercial mortgage pass-through certificate from
Merrill Lynch Mortgage Investors Inc.'s series 1997-C2, a U.S.
commercial mortgage-backed securities (CMBS) transaction.

"The upgrade follows our analysis of the transaction including a
review of the credit characteristics of the remaining collateral,
the transaction structure, and the liquidity available to the
trust. The upgrade reflects increased credit enhancement levels as
well as overall strong credit metrics. We calculated an adjusted
debt service coverage (DSC) and loan-to-value (LTV) ratio, based
on servicer-provided financial information, of 1.33x and 62.4%,"
S&P said.

                      Transaction Summary

"As of the Jan. 11, 2012 trustee remittance report, the collateral
principal balance was $46.8 million, which is 6.8% of the balance
at issuance. The transaction includes nine loans, down from 147
loans at issuance. The master servicer, Wells Fargo Bank N.A.
(Wells Fargo), provided financial information for 100% of the
loans in the pool, 77.1% of which was full-year 2010 data and
the reminder was partial-year 2011 data. Using servicer-reported
numbers, we calculated a weighted average DSC of 1.23x for the
nine remaining loans. The remaining nine loans have the following
amortization characteristics: six ($29.1 million, 62.3%) are fully
amortizing loans with maturities ranging from 2017 to 2022, one
($13.8 million, 29.4%) is an anticipated repayment date (ARD) loan
(Dec. 1, 2009, ARD and Dec. 1, 2027 final maturity date), one
($2.4 million, 5.1%) is a balloon loan that amortizes on a 30-year
schedule and matures on June 1, 2017, and one ($1.5 million, 3.2%)
is a balloon loan that amortizes on a 25-year schedule and matures
on Sept. 1, 2012," S&P said.

The transaction has experienced $23.3 million in principal losses
(3.4% of the original trust balance) from 18 assets. There are
currently no loans that are delinquent, with the special servicer,
or on the master servicer's watchlist. Two loans ($14.3 million,
30.5%) have a reported DSC of less than 1.00x. Details on the
three largest remaining loans ($34.4 million, 73.5%) are as set
forth.

The Northlake Tower Festival loan ($13.8 million, 29.4%), the
largest remaining loan, is secured by a 321,623-sq.-ft. retail
center in Tucker, Ga. The master servicer reported a DSC of
0.93x for year-end 2010, and occupancy was 82.6% according to the
Sept. 30, 2011, rent roll. The loan had an anticipated repayment
date of Dec. 1, 2009, and a final maturity date of Dec. 1, 2027.

The Links at Joneboro loan ($10.6 million, 22.6%) is secured by a
432-unit multifamily apartment complex in Jonesboro, Ark. Wells
Fargo reported a DSC of 1.36x for the nine months ended Sept. 30,
2011, and occupancy was 99.1% according to the September 2011 rent
roll. The loan is a fully amortizing loan and matures on Dec. 1,
2022.

The Harbor Pointe Apartments loan ($10.0 million, 21.5%) is
secured by a 344-unit multifamily apartment complex in Mt.
Pleasant, S.C. Wells Fargo reported a DSC of 1.37x for year-end
2010, and occupancy was 97.1%, according to the Aug. 11, 2011,
rent roll. The loan is a fully amortizing loan and matures on
Dec. 1, 2022.

"Standard & Poor's stressed the collateral in the pool according
to our criteria. The resultant credit enhancement levels are
consistent with our raised rating," S&P said.

              Standard & Poor's 17g-7 Disclosure Report

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

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

         http://standardandpoorsdisclosure-17g7.com

Rating Raised

Merrill Lynch Mortgage Investors Inc.
Commercial mortgage pass-through certificates series 1997-C2
                Rating
Class       To           From        Credit enhancement (%)
F           AAA (sf)     BB+ (sf)                     34.58


MLFA 2003-CANADA: Moody's Affirms Rating of Cl. F Notes at 'Ba1'
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 15 classes of
Merrill Lynch Financial Assets Inc., Commercial Mortgage Pass-
Through Certificates, Series 2003-Canada 10:

Cl. A-1, Affirmed at Aaa (sf); previously on Jul 16, 2003
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Jul 16, 2003
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Dec 13, 2006 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on Oct 16, 2008 Upgraded
to Aaa (sf)

Cl. D-1, Affirmed at Aa3 (sf); previously on Feb 3, 2011 Upgraded
to Aa3 (sf)

Cl. D-2, Affirmed at Aa3 (sf); previously on Feb 3, 2011 Upgraded
to Aa3 (sf)

Cl. E-1, Affirmed at Baa1 (sf); previously on Feb 3, 2011 Upgraded
to Baa1 (sf)

Cl. E-2, Affirmed at Baa1 (sf); previously on Feb 3, 2011 Upgraded
to Baa1 (sf)

Cl. F, Affirmed at Ba1 (sf); previously on Jul 16, 2003 Definitive
Rating Assigned Ba1 (sf)

Cl. G, Affirmed at Ba2 (sf); previously on Jul 16, 2003 Definitive
Rating Assigned Ba2 (sf)

Cl. H, Affirmed at Ba3 (sf); previously on Jul 16, 2003 Definitive
Rating Assigned Ba3 (sf)

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

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

Cl. XC-1, Affirmed at Aaa (sf); previously on Jul 16, 2003
Definitive Rating Assigned Aaa (sf)

Cl. XC-2, Affirmed at Aaa (sf); previously on Jul 16, 2003
Definitive Rating Assigned Aaa (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 the existing ratings.

Moody's rating action reflects a cumulative base expected loss
of 1.5% of the current balance compared to 2.3% at last review.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline
below the current levels. If future performance materially
declines, the expected level of credit enhancement and the
priority in the cash flow waterfall may be insufficient for
the current ratings of these classes.

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

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and performance in the commercial real
estate property markets. While commercial real estate property
markets are gaining momentum, a consistent upward trend will not
be evident until the volume of transactions increases, distressed
properties are cleared from the pipeline and job creation
rebounds. The hotel and multifamily sectors are continuing to show
signs of recovery through the first half of 2011, while recovery
in the non-core office and retail sectors are tied to pace of
recovery of the broader economy. Core office markets are showing
signs of recovery through lending and leasing activity. 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 as
the most likely scenario through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations, however the downside risks
to the outlook have risen since last quarter.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating Canadian CMBS " published in May 2000,
and "Moody's Approach to Rating Large Loan/Single Borrower
Transactions" published in July 2000.

Moody's noted that on November 22, 2011, it released a Request for
Comment, in which the rating agency has requested market feedback
on potential changes to its rating methodology for Interest-Only
Securities. If the revised methodology is implemented as proposed
the rating on Merrill Lynch Financial Assets Inc., Commercial
Mortgage Series 2003-Canada 10 Classes XC-1 and XC-2 may be
negatively affected. Please refer to Moody's request for Comment,
titled "Proposal Changing the Global Rating Methodology for
Structured Finance Interest-Only Securities," for further details
regarding the implications of the proposed methodology change on
Moody's rating.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade underlying ratings 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 underlying ratings
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 21 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 8.2 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated February 3, 2011.

DEAL PERFORMANCE

As of the January 12, 2011 distribution date, the
transaction's aggregate certificate balance has decreased by
32% to $315.2 million from $460.4 million at securitization.
The Certificates are collateralized by 45 mortgage loans
ranging in size from less than 1% to 9% of the pool, with the
top ten non-defeased loans representing 47% of the pool. Ten
loans, representing 27% of the pool, have defeased and are
collateralized with Canadian Government securities. The pool
includes two loans, representing 14% of the pool, with
investment grade credit estimates.

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

No loans have been liquidated from the pool and there are
currently no loans in special servicing.

Moody's has assumed a high default probability for two poorly
performing loan, representing 2% of the pool, and has estimated an
aggregate $1.2 million loss (20% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full-year 2010 operating results for 90%
of the pool balance. Excluding troubled loans, Moody's weighted
average LTV is 59% compared to 57% at last review. Moody's net
cash flow reflects a weighted average haircut of 13% to the most
recently available net operating income (NOI). Moody's value
reflects a weighted average capitalization rate of 9.8%.

Excluding troubled loans, Moody's actual and stressed DSCRs are
1.58X and 2.12X, respectively, compared to 1.55X and 2.04X at last
review. Moody's actual DSCR is based on Moody's net cash flow
(NCF) and the loan's actual debt service. Moody's stressed DSCR is
based on Moody's NCF and a 9.25% stressed rate applied to the loan
balance.

The largest loan with a credit estimate is the Sheridan Centre
Loan ($28.1 million -- 8.9% of the pool), which is secured by a
549,000 square foot (SF) retail and office complex located
approximately 13 miles west of Toronto in Mississauga, Ontario.
The retail portion accounts for 55% of the property's net rentable
area (NRA) and consists of a community center anchored by Zellers
and Dominion Food Store. The largest tenant in the office portion
is Royal & Sun Alliance, which leases 38% of the collateral
through 2018. The center was 96% leased as of December 2010
compared to 98% at last review. Moody's current credit estimate
and stressed DSCR are A1 and 1.89X, respectively, compared to A1
and 1.88X at last review.

The second largest loan with a credit estimate is the Richmond
Centre North Loan ($17.3 million -- 5.5% of the pool), which is
secured by the borrower's interest in a 716,000 SF regional mall
(308,000 SF of collateral) located immediately south of Vancouver
in Richmond, British Columbia. The center is anchored by The Bay,
which leases 53% of the collateral's NRA through September 2017.
The center was 98% leased as of March 2010, the same as at last
review. Moody's current credit estimate and stressed DSCR are Aaa
and 3.19X, respectively, compared to Aaa and 3.08X at last review.

The top three performing conduit loans represent 18% of the
pool balance. The largest loan is the RioCan Fairgrounds Loan
($22.1 million -- 7.0% of the pool), which is secured by a
250,000 SF power center located approximately 50 miles northwest
of Toronto in Orangeville, Ontario. Major tenants include Wal-Mart
(leases 42% of NRA through 2017), Price Chopper (17% of NRA though
2018) and Galaxy Theatres (10% of NRA though 2021). The center was
100% leased as of January 2011, the same as at last review. The
loan sponsor, RioCan Real Investment Trust (RioCan), is a large
Canadian REIT. Moody's LTV and stressed DSCR are 63% and 1.63X,
respectively, as compared to 66% and 1.56X at last review.

The second largest loan is Lawrence Terrace Loan ($17.0 million --
5.4% of the pool), which is secured by a 410-unit mid-rise
apartment complex located in Toronto, Ontario. The property was
constructed in 1964. Property performance has declined since
securitization due to increased operating expenses. However, the
most recent operating statement, dated May 2010, indicated an
improvement in NOI from the previous review. Occupancy had also
improved to 100%, up from 91% at the last review. The loan is
still on the master servicer's watchlist due to low debt service
coverage. Moody's LTV and stressed DSCR are 113% and 0.91X,
respectively, compared to 149% and 0.69X at last review.

The third largest loan is The Junction (Phase I) Loan
($16.8 million -- 5.3% of the pool), which is secured by the
borrower's interest in a 370,000 SF power center (194,000 SF of
collateral) located in Mission, British Columbia. The collateral
is anchored by Sav on Foods, which leases 30% of the NRA through
2018. The property was 99% leased as of December 2010, the same as
at last review. The loan sponsor is a joint venture between two
large North American based REITs, RioCan and Kimco Realty. Moody's
LTV and stressed DSCR are 45% and 2.24X, respectively, as compared
to 58% and 1.73X at last review.


MLFA 2005-CAN17: Moody's Affirms Cl. F Notes Rating at 'Ba1'
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 15 classes of
Merrill Lynch Financial Assets Inc., Commercial Mortgage Pass-
Through Certificates, Series 2005-Canada 17:

Cl. A-1, Affirmed at Aaa (sf); previously on Dec 7, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Dec 7, 2005
Definitive Rating Assigned Aaa (sf)

Cl. XP-1, Affirmed at Aaa (sf); previously on Dec 7, 2005
Definitive Rating Assigned Aaa (sf)

Cl. XP-2, Affirmed at Aaa (sf); previously on Dec 7, 2005
Definitive Rating Assigned Aaa (sf)

Cl. XC, Affirmed at Aaa (sf); previously on Dec 7, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa2 (sf); previously on Dec 7, 2005 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at A2 (sf); previously on Dec 7, 2005 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed at Baa2 (sf); previously on Dec 7, 2005 Definitive
Rating Assigned Baa2 (sf)

Cl. E, Affirmed at Baa3 (sf); previously on Dec 7, 2005 Definitive
Rating Assigned Baa3 (sf)

Cl. F, Affirmed at Ba1 (sf); previously on Dec 7, 2005 Definitive
Rating Assigned Ba1 (sf)

Cl. G, Affirmed at Ba2 (sf); previously on Dec 7, 2005 Definitive
Rating Assigned Ba2 (sf)

Cl. H, Affirmed at Ba3 (sf); previously on Dec 7, 2005 Definitive
Rating Assigned Ba3 (sf)

Cl. J, Affirmed at B2 (sf); previously on Feb 3, 2011 Downgraded
to B2 (sf)

Cl. K, Affirmed at B3 (sf); previously on Feb 3, 2011 Downgraded
to B3 (sf)

Cl. L, Affirmed at Caa1 (sf); previously on Feb 3, 2011 Downgraded
to Caa1 (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
2.2% of the current balance. At last review, Moody's cumulative
base expected loss was 2.1%. Depending on the timing of loan
payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment grade
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
the commercial real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. The hotel and multifamily sectors are in
recovery and improvements in the office sector continue, with
fundamentals in Gateway cities outperforming their suburban
counterparts. However, office demand is closely tied to
employment, where fundamentals remain weak, so significant
improvement may be delayed. Performance in the retail sector has
been mixed with on-going rent deflation and leasing challenges.
Across all property sectors, the availability of debt capital
continues to improve with monetary policy expected to remain
supportive and interest rate hikes postponed. Moody's central
global macroeconomic scenario reflects an overall downward
revision of forecasts since last quarter, amidst ongoing fiscal
consolidation efforts, household and banking sector deleveraging,
persistently high unemployment levels, and weak housing markets
that will continue to constrain growth.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating Canadian CMBS" published in May 2000,
and "Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000.

Moody's noted that on November 22, 2011, it released a Request for
Comment, in which the rating agency has requested market feedback
on potential changes to its rating methodology for Interest-Only
Securities. If the revised methodology is implemented as proposed
the rating on MLFA 2005-Canada17 transaction Class XP-1, Class XP-
2, and Class XC maybe negatively affected. Please refer to Moody's
request for Comment, titled "Proposal Changing the Global Rating
Methodology for Structured Finance Interest-Only Securities," for
further details regarding the implications of the proposed
methodology change on Moody's rating. Please see the Credit.
Policy page on www.moodys.com for a copy of this methodology and
the Request for Comment.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit 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 14, compared to 14 at the 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 8.2. The large loan model derives
credit enhancement levels based on an aggregation of adjusted loan
level proceeds derived from Moody's loan level LTV ratios. Major
adjustments to determining proceeds include leverage, loan
structure, property type, and sponsorship. These aggregated
proceeds are then further adjusted for any pooling benefits
associated with loan level diversity, other concentrations and
correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated February 3, 2011.

DEAL PERFORMANCE

As of the January 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 24% to $382.1
million from $502.8 million at securitization. The Certificates
are collateralized by 34 mortgage loans ranging in size from less
than 1% to 15% of the pool, with the top ten loans representing
73% of the pool. The pool includes two loans with investment-grade
credit estimates, representing 12% of the pool.

Three loans, representing 5% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
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 $189 thousand (11% loss severity). There are
currently no loans in special servicing.

Moody's has assumed a high default probability for one poorly
performing loan representing 3% of the pool and has estimated a
$1.5 million loss (15% expected loss based on a 50% probability
default) from this troubled loan.

Moody's was provided with a year 2010 operating results for 75% of
the pool. Excluding the troubled loan, Moody's weighted average
LTV is 85% compared to 88% at Moody's prior review. Moody's net
cash flow reflects a weighted average haircut of 16% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.2%.

Excluding the troubled loan, Moody's actual and stressed DSCRs are
1.47X and 1.25X, 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.

The largest loan with a credit estimate is the College Square Loan
($23.3 million -- 6.1% of the pool), which is secured by a 386,210
square foot anchored retail centre located in Ottawa, Ontario. The
center has maintained 100% occupancy since securitization. The
center is anchored by Home Depot and Loblaws. Performance has been
stable. Moody's current credit estimate and stressed DSCR are Aaa
and 1.93X, respectively, compared to Aaa and 1.86X at last review.

The second loan with a credit estimate is the InnVest CMBS
Portfolio II Loan ($21.5 million -- 5.6% of the pool), which is
secured by ten limited service hotels with 781 rooms. The hotels
are located in Quebec, Ontario, New Brunswick, and Nova Scotia.
Although NOI has declined slightly since last review, mostly due
to a poor performance of one property, the overall portfolio's
performance is still in line with Moody's expectations. Moody's
current credit estimate and stressed DSCR are A3 and 2.14X,
respectively, compared to A3 and 2.08X at last review.

The top three performing conduit loans represent 38% of the
pool balance. The largest loan is the TransGlobe PooledSenior
Loan ($58.5 million -- 15.3% of the pool) which is secured
by 26 multifamily properties containing a total of 2,302 units
located across Ontario and Nova Scotia. The loan represents a 55%
interest in a first mortgage loan of $106.3 million. There is also
$11.1 million B note held outside the trust. The loan previously
was in special servicing because the borrower obtained subordinate
financing without the lender's approval. The loan had been
modified, three properties were released and subordinated debt was
paid in full. The portfolio's performance has improved since last
review due to higher revenues. Moody's LTV and stressed DSCR are
88% and 1.03X, respectively, compared to 110% and 0.84X at last
review.

The second largest loan is the Redbourne Office Portfolio Loan
($49.8 million -- 13.0% of the pool), which is secured by ten
office buildings with 710,498 square feet located in Quebec,
Canada. Performance has been stable since last review. Moody's
LTV and stressed DSCR are 82% and 1.32X, respectively, compared
to 83% and 1.3X at last review.

The third largest loan is the Technoparc Portfolio Loan
($38.2 million -- 10.0% of the pool), which is secured by 13
office buildings with 323,373 square feet located in the
Technoparc submarket of Saint-Laurent, Quebec. Moody's analysis
incorporated a stressed cash flow due to concerns about a high
vacancy and lack of the current financials. Moody's LTV and
stressed DSCR are 101% and 1.01X, respectively, compared to 94%
and 1.09X at last review.


MLFA 2005-CANADA: Moody's Affirms Rating of Cl. F Notes at 'Ba1'
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 17 CMBS classes
of Merrill Lynch Financial Assets Inc., Commercial Mortgage Pass-
Through Certificates, Series 2005-Canada 16 as follows:

A-1, Affirmed at Aaa (sf); previously on Jul 26, 2005 Definitive
Rating Assigned Aaa (sf)

A-2, Affirmed at Aaa (sf); previously on Jul 26, 2005 Definitive
Rating Assigned Aaa (sf)

B, Affirmed at Aa2 (sf); previously on Jul 26, 2005 Definitive
Rating Assigned Aa2 (sf)

C, Affirmed at A2 (sf); previously on Jul 26, 2005 Definitive
Rating Assigned A2 (sf)

D-1, Affirmed at Baa2 (sf); previously on Jul 26, 2005 Definitive
Rating Assigned Baa2 (sf)

D-2, Affirmed at Baa2 (sf); previously on Jul 26, 2005 Definitive
Rating Assigned Baa2 (sf)

E-1, Affirmed at Baa3 (sf); previously on Jul 26, 2005 Definitive
Rating Assigned Baa3 (sf)

E-2, Affirmed at Baa3 (sf); previously on Jul 26, 2005 Definitive
Rating Assigned Baa3 (sf)

F, Affirmed at Ba1 (sf); previously on Jul 26, 2005 Definitive
Rating Assigned Ba1 (sf)

G, Affirmed at Ba2 (sf); previously on Jul 26, 2005 Definitive
Rating Assigned Ba2 (sf)

H, Affirmed at B1 (sf); previously on Oct 1, 2009 Downgraded to B1
(sf)

J, Affirmed at B2 (sf); previously on Oct 1, 2009 Downgraded to B2
(sf)

K, Affirmed at Caa1 (sf); previously on Oct 1, 2009 Downgraded to
Caa1 (sf)

L, Affirmed at Caa2 (sf); previously on Oct 1, 2009 Downgraded to
Caa2 (sf)

XP-1, Affirmed at Aaa (sf); previously on Jul 26, 2005 Definitive
Rating Assigned Aaa (sf)

XP-2, Affirmed at Aaa (sf); previously on Jul 26, 2005 Definitive
Rating Assigned Aaa (sf)

XC, Affirmed at Aaa (sf); previously on Jul 26, 2005 Definitive
Rating Assigned Aaa (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
1.4% of the current balance. At last review, Moody's cumulative
base expected loss was 1.7%. Depending on the timing of loan
payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment grade
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
the commercial real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. The hotel and multifamily sectors are in
recovery and improvements in the office sector continue, with
fundamentals in Gateway cities outperforming their suburban
counterparts. However, office demand is closely tied to
employment, where fundamentals remain weak, so significant
improvement may be delayed. Performance in the retail sector has
been mixed with on-going rent deflation and leasing challenges.
Across all property sectors, the availability of debt capital
continues to improve with monetary policy expected to remain
supportive and interest rate hikes postponed. Moody's central
global macroeconomic scenario reflects an overall downward
revision of forecasts since last quarter, amidst ongoing fiscal
consolidation efforts, household and banking sector deleveraging,
persistently high unemployment levels, and weak housing markets
that will continue to constrain growth.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Canadian CMBS" published in May 2000.

On November 22, 2011 Moody's released a Request for Comment, in
which the rating agency has requested market feedback on potential
changes to its rating methodology for Interest-Only Securities. If
the revised methodology is implemented as proposed, the ratings on
Merrill Lynch Financial Assets Inc., Commercial Mortgage Pass-
Through Certificates, Series 2005-Canada 16 Classes XP-1, XP-2,
and XC may be negatively affected. Please refer to Moody's request
for Comment, titled "Proposal Changing the Global Rating
Methodology for Structured Finance Interest-Only Securities," for
further details regarding the implications of the proposed
methodology change on Moody's rating. Please see the Credit Policy
page on www.moodys.com for a copy of the Request for Comment.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit 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 16 compared to 16 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs
the large loan/single borrower methodology. This methodology uses
the excel-based Large Loan Model v 8.2 and then reconciles and
weights the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated February 16, 2011.

DEAL PERFORMANCE

As of the January 12, 2012 distribution date, the
transaction's aggregate certificate balance has decreased
by 29% to $325.8 million from $458.7 million at securitization.
The Certificates are collateralized by 38 mortgage loans ranging
in size from less than 1% to 9% of the pool, with the top ten
non-defeased loans representing 50% of the pool. One loan,
representing 1% of the pool, has defeased and is secured by
Canadian Government securities. The pool contains four loans
with investment grade credit estimates, representing 32% of the
pool.

Three loans, representing 4% 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.

There are currently no loans in special servicing. The pool has
not experienced any losses to date.

Moody's has assumed a high default probability for two poorly
performing loans representing 1.5% of the pool and has estimated
an aggregate $735,000 loss (15% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 operating results for 78%
of the pool. Excluding troubled loans, Moody's weighted average
LTV is 77% compared to 71% at Moody's prior review. Moody's net
cash flow reflects a weighted average haircut of 11.1% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.0%.

Excluding troubled loans, Moody's actual and stressed DSCRs are
1.53X and 1.33X, respectively, compared to 1.61X 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 EPR Pooled Senior
Interest Loan ($36.9 million -- 11.3%), which is a 50% pari passu
interest in a $73.9 million first mortgage. The loan is secured by
four separate multiplex anchored retail plazas totaling 985,000
square feet (SF). All four multiplexes are operated by AMC
Cinemas. The portfolio's weighted average occupancy on December
2010 was 98% as compared to 98% at last review. The sponsor,
Entertainment Properties Trust (Moody's senior unsecured rating -
Baa3, stable outlook). The loan benefits from a 20 year
amortization schedule. Moody's credit estimate and stressed DSCR
are Aaa and 3.73X, respectively, compared to Aaa and 3.21X at last
review.

The second loan with a credit estimate is the RioCan Mega Centre
Notre Dame Loan ($31 million -- 9.5%), which is secured by a
182,000 SF portion of a 495,000 SF shadow anchored retail center
located in Montreal, Quebec. The loan is full recourse to RioCan
REIT, Canada's largest REIT. The collateral was 100% leased as on
December 2010, which is the same as at securitization. Moody's
credit estimate and stressed DSCR are Baa3 and 1.03X,
respectively, compared to Baa3 and 0.96X at last review.

The third loan with a credit estimate is the Calloway St.
Catharines Loan ($27.1 million -- 8.3%), which is secured by a
Wal-Mart anchored power center located southwest of Toronto near
the U.S. border. The property was 100% leased as of December,
2010, the same as at last review. Wal-Mart's lease runs through
August 2019 and there is minimal lease rollover in 2012. The loan
is full recourse to Calloway REIT, which has an ownership interest
in 117 Canadian retail properties totaling 24 million SF. Moody's
credit estimate and stressed DSCR are A2 and 1.61X, respectively,
compared to A2 and 1.46X at last review.

The fourth loan with a credit estimate is the U-Haul Canada
Portfolio ($9.8 million -- 3%), which consists of five cross-
collateralized loans each secured by a separate self storage
facility. The portfolio's weighted average occupancy as of
December 2010 was 93%, compared to 91% at securitization. Moody's
credit estimate and stressed DSCR are Aa2 and 2.73X, respectively,
compared to Aa2 and 2.29X at last review.

The top three conduit loans represent 23.5% of the pool. The
largest conduit loan is the Grant Park Shopping Centre Loan ($29.5
million - 9%), which is secured by a 392,000 SF anchored community
shopping center located in Winnipeg, Manitoba. The property was
100% leased on December, 2010, the same as at last review. Major
tenants include Zellers (30% of the NRA; lease expiration 2016),
Safeway (15% of the NRA; lease expiration 2014) and Empire
Theatres Limited (8% of the NRA; lease expiration 2013). Moody's
LTV and stressed DSCR are 72% and 1.39X, respectively, as compared
to 74% and 1.35X at last review.

The second largest conduit loan is Kitchener Food Basics Loan
($25.8 million -- 7.9%), which is secured by a 169,000 SF retail
center located in Kitchener, Ontario. The center was 100% leased
as of December 2010, the same as at last review. The loan is
partial recourse to First Capital Realty (Moody's senior unsecured
rating Baa3, positive outlook). Moody's LTV and stressed DSCR are
100% and .97X, respectively, as compared to 98% and .94X at last
review.

The third largest conduit loan is the Rona Distribution Centre
Loan ($21.1 million -- 6.5%), which is secured by a 790,000 SF
industrial building located in suburban Montreal, Quebec. The
property is 100% leased to Rona Inc. through August 2019. Rona is
the largest Canadian distributor and retailer of hardware,
renovation and gardening products. Moody's LTV and stressed DSCR
are 86% and 1.10X, respectively, compared to 75% and 1.23X at last
review.


MLMT 2005-MKB2: Moody's Lowers Rating of Class D Notes to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of eight classes,
maintained seven classes on review for possible downgrade and
affirmed thirteen classes of Merrill Lynch Mortgage Trust
Commercial Mortgage Pass-Through Certificates, Series 2005-MKB2:

Cl. A-2, Affirmed at Aaa (sf); previously on Mar 9, 2011 Confirmed
at Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Mar 9, 2011 Confirmed
at Aaa (sf)

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

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

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

Cl. AJ, Downgraded to Aa2 (sf) and Remains On Review for Possible
Downgrade; previously on Dec 15, 2011 Aaa (sf) Placed Under Review
for Possible Downgrade

Cl. B, Downgraded to A2 (sf) and Remains On Review for Possible
Downgrade; previously on Dec 15, 2011 Aa3 (sf) Placed Under Review
for Possible Downgrade

Cl. C, Downgraded to Baa2 (sf) and Remains On Review for Possible
Downgrade; previously on Dec 15, 2011 A1 (sf) Placed Under Review
for Possible Downgrade

Cl. D, Downgraded to Ba2 (sf) and Remains On Review for Possible
Downgrade; previously on Dec 15, 2011 Baa1 (sf) Placed Under
Review for Possible Downgrade

Cl. E, Downgraded to Ba3 (sf) and Remains On Review for Possible
Downgrade; previously on Dec 15, 2011 Baa2 (sf) Placed Under
Review for Possible Downgrade

Cl. F, Downgraded to Caa1 (sf) and Remains On Review for Possible
Downgrade; previously on Dec 15, 2011 Ba3 (sf) Placed Under Review
for Possible Downgrade

Cl. G, Downgraded to Caa2 (sf) and Remains On Review for Possible
Downgrade; previously on Dec 15, 2011 B3 (sf) Placed Under Review
for Possible Downgrade

Cl. H, Downgraded to C (sf); previously on Dec 15, 2011 Caa3 (sf)
Placed Under Review for Possible Downgrade

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

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

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

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

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

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

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

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

RATINGS RATIONALE

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

Classes AJ through G were kept on review due to continued
uncertainty surrounding potential losses from the largest
specially-serviced loan and uncertainty surrounding interest
shortfalls affecting the trust. Interest shortfalls currently
affect up to Class G. Certificates higher in the credit stack
could be impacted by the two largest loans in special servicing.

The largest specially-serviced loan is the DeSoto Square Mall Loan
(7.5% of the pool), which is secured by a 578,000 square foot
regional mall located in South Bradenton, Florida. Simon Property
Group is the sponsor. The loan has been in special servicing since
January 2011 due to significant declines in performance and
imminent monetary default. The loan is currently 60 days
delinquent and the sponsor has indicated its willingness to turn
over the keys to the lender. Dillard's, one of four anchors,
closed its store at DeSoto Square Mall in Q4 2009. As of August
2011, total and inline occupancy were 76% and 70%, respectively.
The property is currently being marketed for sale. The timing and
magnitude of anticipated losses from the disposal of this asset
remain uncertain. Additionally, interest shortfalls could occur in
connection with the resolution of the DeSoto Square Mall loan.

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
approximately 10% of the current deal balance. At last review,
Moody's cumulative base expected loss was approximately 7%.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
the commercial real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. The hotel and multifamily sectors are in
recovery and improvements in the office sector continue, with
fundamentals in Gateway cities outperforming their suburban
counterparts. However, office demand is closely tied to
employment, where fundamentals remain weak, so significant
improvement may be delayed. Performance in the retail sector has
been mixed with on-going rent deflation and leasing challenges.
Across all property sectors, the availability of debt capital
continues to improve with monetary policy expected to remain
supportive and interest rate hikes postponed. Moody's central
global macroeconomic scenario reflects an overall downward
revision of forecasts since last quarter, amidst ongoing fiscal
consolidation efforts, household and banking sector deleveraging,
persistently high unemployment levels, and weak housing markets
that will continue to constrain growth.

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000.

Moody's noted that on November 22, 2011, it released a Request for
Comment, in which the rating agency has requested market feedback
on potential changes to its rating methodology for Interest-Only
Securities. If the revised methodology is implemented as proposed
the ratings on the interest-only classes of MLMT 2005-MKB2 as
Class XP and Class XC may be negatively affected. Please refer to
Moody's request for Comment, titled "Proposal Changing the Global
Rating Methodology for Structured Finance Interest-Only
Securities," for further details regarding the implications of the
proposed methodology change on Moody's rating.

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a pay down analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity,
is a primary determinant of pool level diversity and has a
greater impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade underlying ratings is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit 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 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 27, compared to a Herf of 26 at Moody's prior
review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through 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.

DEAL PERFORMANCE

As of the January 12, 2012 distribution date, the
transaction's aggregate certificate balance has decreased by 27%
to $828.8 million from $1.137 billion at securitization. The
Certificates are collateralized by 72 mortgage loans ranging in
size from less than 1% to 8% of the pool, with the top ten loans
(excluding defeasance) representing 39% of the pool. Five loans,
representing approximately 20% of the pool, are defeased and are
collateralized by U.S. Government securities.

Eleven loans, representing 8.5% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
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 liquidated from the pool, resulting in an
aggregate realized loss of $11.2 million (57% average loan loss
severity). At last review the pool had experienced an aggregate
realized loss of $7.3 million. Currently there are ten loans,
representing 22% of the pool, in special servicing.

Moody's was provided with full-year 2010 and partial year
2011 operating results for 96% and 89% of the performing pool,
respectively. Moody's weighted average LTV is 87%, compared to 86%
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 9.1%

Moody's actual and stressed DSCRs are 1.49X and 1.18X,
respectively, compared to 1.52X and 1.18X 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 specially-serviced loan is the DeSoto Square Mall Loan
(7.5% of the pool) which is discussed above. The second-largest
specially-serviced loan is the Centennial Ridge Apartments Loan
(4.4% of the pool), which is secured by a 664-unit multifamily
property located in Roswell, Georgia. The property was 92% leased
as of July 2011. The special servicer foreclosed on the loan in Q4
2011 following monetary default on the loan in 2009. Centennial
Ridge is currently REO. Cushman and Wakefield is currently
marketing the property for sale. A quick sale of this asset could
in the near-term bring down the level of interest shortfalls
affecting the trust.

The third-largest specially-serviced loan is the Lodgian Portfolio
3 Loan (3.5% of the pool), which is secured by a portfolio of
hotel loans. The portfolio initially included nine hotels across
seven states (Maryland, New Hampshire, Texas, Kentucky, West
Virginia, and Arkansas). The original maturity date on the loan
was July 2009, and seven of the nine hotels have been sold out of
the portfolio. Two properties; the Courtyard by Marriott --
Bentonville, in Bentonville, Arkansas, and the Courtyard by
Marriott -- Florence, in Florence, Kentucky were severed from the
original portfolio loan, and are now the collateral for two
restructured loans that remain in the pool. These two restructured
Courtyard by Marriott loans will be returned to the master
servicer when they meet the definition of Corrected Mortgage
Loans. Only two hotels remain as collateral for the original
portfolio loan (the Holiday Inn - Inner Harbor in Baltimore,
Maryland, and the Crowne Plaza - Houston Northwest, in Houston,
Texas). These two properties have undergone recent upgrades and
the special servicer is pursuing a sale strategy for both hotels.

The remaining seven specially-serviced loans are secured by a mix
of property types. Moody's has estimated an aggregate $69 million
loss -- with an average loss severity of 40% -- for all of the
specially-serviced loans.

Moody's has assumed a high default probability for four
additional poorly-performing loans representing 3% of the pool.
Moody's analysis attributes to these troubled loans an aggregate
$3.8 million loss (15% expected loss severity based on a 50%
probability default).

Moody's was provided with full year 2010 operating results for 96%
of the pool.

The top three loans not in special servicing represent 17% of
the pool. The largest loan is the Emerald Point Apartments Loan
($48.3 million - 5.8% of the pool). The loan is secured by an
863-unit Class B, two-story garden apartment complex situated
near major military facilities in Virginia Beach, Virginia. The
property is 93% leased, compared to 95% at the prior review. Cash
flows increased throughout 2010 and overall performance appears to
be slowly and steadily improving, in line with overall
expectations for the Virginia Beach multifamily market. Moody's
current LTV and stressed DSCR are 73% and 1.29X, respectively,
compared to 75% and 1.25X at last review.

The second-largest loan is the Sun Communities -- Indian Creek
Loan ($47.5 million - 5.7% of the pool). The loan is secured by an
age-restricted (55+), 1,532-unit RV resort community located in
Fort Myers Beach, Florida. The property was 92% leased as of June
2010, consistent with at last review. Cash flow has been stable or
increasing since securitization. Moody's current LTV and stressed
DSCR are 69% and 1.29X, respectively, compared to 73% and 1.22X at
last review.

The third-largest loan is the 400 Industrial Avenue Loan
($43.3 million - 5.2% of the pool). The loan is secured by a
one million square foot distribution complex comprised of three
buildings and located in Cheshire, Connecticut. Bozzuto's, Inc., a
wholesale grocery distributor, is the sole tenant under a triple-
net lease that expires in 2030. Moody's current LTV and stressed
DSCR are 72% and, 1.34X respectively, compared to 78% and 1.24X at
last review.

Moody's review will focus on the impact of the sale of the DeSoto
Square Mall Loan on the trust certificates, the impact of current
and expected interest shortfalls from specially serviced loans,
and the performance of the overall pool.


MSIM PECONIC: S&P Raises Rating on Class E Notes to 'CCC+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1-A, A-1-B, B, C, D, and E notes from MSIM Peconic Bay Ltd., a
U.S. collateralized loan obligation (CLO) transaction managed by
Invesco Senior Secured Management Inc. "At the same time, we
removed our ratings on these classes from CreditWatch, where we
placed them with positive implications on Dec. 20, 2011," S&P
said.

"The upgrades reflect improved performance we have observed
in the transaction's underlying asset portfolio since we last
downgraded the classes on Oct. 23, 2009. As of the Jan. 9,
2012 trustee report, the transaction's asset portfolio had
$0.001 million in defaulted obligations and approximately
$25.373 million in assets from obligors rated in the 'CCC'
range. This was down from $14.229 million in defaulted
obligations and approximately $45.169 million in assets from
obligors rated in the 'CCC' range noted in the Sept. 7, 2009,
trustee report, which we used for our October 2009 rating
actions," S&P said.

"We also observed an increase in the overcollateralization (O/C)
available to support the rated notes," S&P said. The trustee
reported the O/C ratios in the Jan. 9, 2012 monthly report:

    The A/B O/C ratio was 119.37%, compared with a reported ratio
    of 116.85% in September 2009;

    The C O/C ratio was 112.39%, compared with a reported ratio of
    110.02% in September 2009;

    The D O/C ratio was 106.03%, compared with a reported ratio of
    103.79% in September 2009; and

    The E O/C ratio was 103.00%, compared with a reported ratio of
    100.30% in September 2009.

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

               Standard & Poor's 17g-7 Disclosure Report

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

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

           http://standardandpoorsdisclosure-17g7.com

Rating And Creditwatch Actions

MSIM Peconic Bay Ltd.
                        Rating
Class              To           From
A-1-A              AAA (sf)     AA+ (sf)/Watch Pos
A-1-B              AA (sf)      A+ (sf)/Watch Pos
B                  A+ (sf)      BBB+ (sf)/Watch Pos
C                  BBB+ (sf)    BB+ (sf)/Watch Pos
D                  BB+ (sf)     B (sf)/Watch Pos
E                  CCC+ (sf)    CCC- (sf)/Watch Pos


MORGAN STANLEY: Fitch Junks Rating on Five Note Classes
-------------------------------------------------------
Fitch Ratings has downgraded five classes and assigned three
additional classes a Negative Outlook of Morgan Stanley Capital I
Trust's commercial mortgage pass-through certificates, series
2005-IQ9.

The downgrades of the junior classes reflect Fitch expected losses
largely attributed to loans in special servicing.  Fitch modeled
losses of 3.16% of the remaining pool.  There are currently eight
specially-serviced loans (1.36%) in the pool.

Classes D through F have been assigned a Negative Outlook due to
the risk associated with the pool's second largest loan, Central
Mall Portfolio (10.4%).  The portfolio is secured by three
regional malls located in tertiary markets within Texas and
Oklahoma.  The anchor tenants at all three properties face near-
term lease expiration, scheduled to take place prior to loan
maturity in December 2014.

As of the January 2012 distribution date, the pool's aggregate
principal balance has been reduced by 20.4% (including 0.01% of
realized losses) to $1.2 billion from $1.5 billion at issuance.
Two loans in the pool (1.14%) are currently defeased. Interest
shortfalls are affecting classes M through P.

The largest contributor to modeled losses is a loan (5.5%) secured
by a 346,340 square foot (sf) office property located in San
Diego, California.  Occupancy as of October 2011 was 89%, down
from 98% at issuance.  The largest tenant (18% of the property)
recently renewed and the October 2011 rent roll shows leases for
4% of the total property square footage expiring prior to YE 2012.
For the trailing 12 months (TTM) ended June 30, 2011, the debt
service coverage ratio (DSCR) was 1.62 times (x), down from 1.85x
at issuance.

The second largest contributor to modeled losses is a loan (0.8%)
secured by a 148,214 sf industrial facility comprising 11
buildings located in West Palm Beach, Florida.  The loan was
transferred back to the master servicer in December 2011.  The
loan modification included an interest rate reduction and
interest-only payments through maturity, among other terms. As of
June 2011, occupancy at the property was 65%, down from 87.7%
reported at issuance.

Fitch downgrades these classes:

  -- $17.2 million class H to 'CCCsf' from 'Bsf'; RE 100%;
  -- $5.7 million class J to 'CCCsf' from 'Bsf'; RE 100%;
  -- $7.7 million class K to 'CCsf' from 'CCCsf'; RE to 15% from
     100%;
  -- $5.7 million class L to 'CCsf' from 'CCCsf'; RE to 0% from
     100%;
  -- $3.8 million class N to 'Csf' from 'CCsf'; RE to 0% from 95%.

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

  -- $231.2 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $136.5 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $94.4 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $15.1 million class A-AB at 'AAAsf'; Outlook Stable;
  -- $446.2 million class A-5 at 'AAAsf'; Outlook Stable;
  -- $130.2 million class A-J at 'AAsf'; Outlook to Stable from
     Positive;
  -- $32.6 million class B at 'Asf'; Outlook Stable;
  -- $11.5 million class C at 'Asf'; Outlook Stable;
  -- $26.8 million class D at 'BBB+sf'; Outlook to Negative from
     Stable;
  -- $15.3 million class E at 'BBBsf'; Outlook to Negative from
     Stable;
  -- $15.3 million class F at 'BBsf'; Outlook to Negative from
     Stable;
  -- $11.5 million class G at 'BBsf'; Outlook Negative;
  -- $5.7 million class M at 'CCsf'; RE to 0% from 100%;
  -- $5.7 million class O at 'Csf'; RE 0%.

Classes A-1 and A-2 have repaid in full.  Fitch does not rate
class P.  The ratings on classes X-1, X-2 and X-Y have previously
been withdrawn


MORGAN STANLEY: Fitch Junks Rating on Six Class Certificates
------------------------------------------------------------
Fitch Ratings has affirmed the 'AAA' super senior and mezzanine
classes of Morgan Stanley Capital I Trust (MSCI), series 2006-IQ12
commercial mortgage pass-through certificates and downgraded eight
classes.

The downgrades reflect an increase in Fitch expected losses, most
of which involves increased losses from lower valuations on
specially serviced loans. Fitch modeled losses of 9.57% of the
remaining pool.  Fitch has designated 42 loans (27.2%) as Fitch
Loans of Concern, which includes 24 specially serviced loans
(9.8%).  Fitch expects classes G through K may be fully depleted
from losses associated with the specially serviced assets.
Classes L through S have already incurred losses and been reduced
to zero.

As of the December 2011 distribution date, the pool's aggregate
principal balance has been paid down to $2.2 billion from
$2.8 billion at issuance.  No loans have fully defeased since
issuance. Interest shortfalls are affecting classes C through S.

The largest contributor to modeled losses is the Westin O'Hare
loan (4.6% of pool balance) secured by a 525-key full service
hotel located in Rosemont, IL adjacent to Chicago O'Hare
International airport.  The loan transferred to special servicing
in June 2009 and is now real estate owned (REO).  The property
continues to be operated by Starwood under a long-term management
agreement.  The property is listed for sale with C-III Realty and
Eastdil although no offers have been received. Fitch expects a
loss upon liquidation of the asset based on a recent property
valuation.

The next largest contributor to losses is a loan (2.33%), backed
by a 217,056-square foot office property located in Aventura, FL,
northeast of Miami International Airport.  The loan transferred
to special servicing in April 2009 due to imminent default as
insufficient funds were available to support leasing efforts,
complicated by a Tenants-In-Common (TIC) ownership structure.  A
loan modification that extends the interest-only period of the
loan to January 2013 and the funding of a leasing costs reserve
was a approved and the loan has returned to the master servicer
as a corrected mortgage loan.  The property continues to struggle
with low occupancy based on the servicer reported June 2011
occupancy of 74.29%.

The third largest contributor to losses (1.1%) is a 622-unit
multifamily property located in Bedford Heights, OH. The loan
transferred to special servicing on March 15, 2010 and has
subsequently been modified and is in the process of being assumed
by a new borrower.  The modification of the loan is expected to
include a note split, capital contribution from the new borrower,
and extension.  There has been no financial performance
information reported since 2009.

Fitch downgrades these classes and revises the Outlooks, and
Recovery Estimates (REs):

  -- $242.3 million class A-J to 'B' from 'BB'; RE 90%; Outlook to
     Negative from Stable;
  -- $17.1 million class B to 'CCC' from 'BB'; RE 0%;
  -- $44.4 million class C to 'CC' from 'B-'; RE 0%
  -- $27.3 million class D to 'C' from 'CCC'; RE 0%;
  -- $13.7 million class E to 'C' from 'CCC'; RE 0%;
  -- $23.9 million class F to 'C' from 'CC'; RE 0%;
  -- $23.9 million class G to 'C' from 'CC'; RE 0%;
  -- $17.4 million class J to 'D' from 'C'; RE 0%.

Fitch also affirms these classes:

  -- $460.9 million class A-1A at 'AAA'; Outlook Stable;
  -- $24.1 million class A-3 at 'AAA'; Outlook Stable;
  -- $85.4 million class A-AB at 'AAA'; Outlook Stable;
  -- $897.6 million class A-4 at 'AAA'; Outlook Stable;
  -- $173 million class A-M at 'AAA'; Outlook Stable;
  -- $100 million class A-MFX at 'AAA'; Outlook Stable;
  -- $27.3 million class H at 'C'; RE 0%.

The $315,836 class K and classes L, M and N have incurred
principle losses are and affirmed at 'D' with a recovery estimate
of 0%. Classes A-1, A-2, and A-NM have paid in full.

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

Fitch previously withdrew the ratings on the interest-only classes
X-1, X-2, X-W, and A-MFL.


MORGAN STANLEY: S&P Cuts Class J Cert. Rating to 'CCC-'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2007-HQ11, a U.S. commercial
mortgage-backed securities (CMBS) transaction. "Concurrently,
we affirmed our ratings on 18 other classes from the same
transaction," S&P said.

"The downgrades primarily reflect an anticipated reduction
in the liquidity support available to the subject classes
due to an expected increase in interest shortfalls due to loan
modifications. As of the Jan. 13, 2012, trustee remittance report,
the trust experienced a net monthly interest recovery of $321,380,
primarily due to significant one-time recoveries of appraisal
subordinate entitlement reduction (ASER) interest ($222,163)
and other interest proceeds ($318,717). This offset interest
shortfalls totaling $220,044, which were primarily due to ASER
amounts ($143,883), special servicing fees ($44,861), and loan
interest rate modifications ($31,300). The special servicer, C-III
Asset Management LLC, indicated that the Galleria at Pittsburgh
Mills loan ($133.0 million, 6.2%) recently experienced an interest
rate modification, which will result in an approximately $157,000
of additional monthly interest shortfalls. Our analysis indicated
that the total anticipated monthly interest shortfalls would
increase, causing class J and the classes subordinate to it to
experience interest shortfalls and lead to a reduction in the
liquidity support available to the above classes. As a result of
our analysis, we're lowering our ratings on classes G, H, and J to
'CCC+ (sf)', 'CCC (sf)', and 'CCC- (sf)'. We previously lowered
our ratings on classes K and L to 'CCC- (sf)' and classes M
through Q to 'D (sf)'," S&P said.

"The affirmed ratings on the principal and interest certificates
reflect subordination and liquidity support levels that are
consistent with the outstanding ratings. We affirmed our 'AAA
(sf)' rating on the class X interest-only (IO) certificate based
on our current criteria," S&P said.

"Our analysis of the transaction also included a review of
the credit characteristics of all of the remaining assets in
the pool and the transaction structure. Using servicer-provided
financial information, we calculated an adjusted debt service
coverage (DSC) of 1.38x and a loan-to-value (LTV) ratio of
117.7%. We further stressed the loans' cash flows under our
'AAA' scenario to yield a weighted average DSC of 0.79x and an
LTV ratio of 166.3%. The implied defaults and loss severity
under the 'AAA' scenario were 88.9% and 44.8%. The DSC and
LTV calculations exclude 13 ($123.6 million, 5.8%) of the
transaction's 16 ($282.7 million, 13.2%) assets with the
special servicer. We separately estimated losses for these 13
assets and included them in our 'AAA' scenario implied default
and loss severity figures," S&P said.

                     Credit Considerations

As of the Jan. 13, 2012 trustee remittance report, 16
($282.7 million, 13.2%) assets in the pool were with the
special servicer. The reported payment status of the specially
serviced assets is as follows: three are real estate-owned (REO)
($32.3 million, 1.5%), four are in foreclosure ($55.2 million,
2.6%), two are 90-plus-days delinquent ($16.1 million, 0.8%),
one is 60 days delinquent ($5.9 million, 0.3%), two are 30 days
delinquent ($26.2 million, 1.2%), one is late, but less than
30 days delinquent ($9.0 million, 0.4%), and three are matured
balloon loans ($138.0 million, 6.4%). Appraisal reduction amounts
(ARAs) totaling $36.5 million are in effect for seven of the
specially serviced assets.

The Galleria at Pittsburgh Mills loan ($133.0 million, 6.2%) is
the fourth-largest loan in the pool and the largest specially
serviced asset. The loan is secured by the fee interest in a
shopping mall totaling 887,007 sq. ft. in Tarentum, Pa. The loan
was reported as a matured balloon and was transferred to the
special servicer on Jan. 4, 2011, due to imminent maturity
default. As mentioned, the special servicer indicated that the
loan has been modified, the terms of which include an extension of
the maturity date to April 8, 2015, and a reduction in the loan's
interest rate to 4.75% from 6.37%. For year-end 2010, the reported
DSC and occupancy were 0.83x and 81.8%.

The Greens at Green Valley loan ($38.4 million, 1.8%) is the
second-largest specially serviced asset. The loan is collaralized
by a 432-unit multifamily property in Henderson, Nev. The loan was
transferred to the special servicer on Jan. 22, 2010, due to
payment default and was subsequently modified. The modification
terms include an extension of the maturity date to Jan. 8, 2015,
a reduction in the loan's interest rate to 5.00% from 5.72%, and
the granting of an option for the borrower to pay the loan off at
90% of the original principal balance within 18 months. Financial
information was not available for the loan. An ARA of $14.8
million is in effect against this asset. "We expect a moderate
loss upon the eventual resolution of this asset," S&P said.

The remaining 14 specially serviced assets have balances that
individually represent less than 1.0% of the total pool balance.
ARAs totaling $21.7 million are in effect against six of these
assets. "We estimated losses for 12 of these assets, arriving at a
weighted average loss severity of 40.0%. For the remaining two
loans, the special servicer indicated it is in the process
of negotiating with the borrowers," S&P said.

                       Transaction Summary

As of the Jan. 13, 2012 trustee remittance report, the total
pool balance was $2.15 billion, which is 88.9% of the pool
balance at issuance. The pool includes 154 loans and three REO
assets, down from 171 loans at issuance. The master servicer,
Berkadia Commercial Mortgage, provided financial information for
94.3% of the assets in the pool, the majority of which was full-
year 2010 data (75.9%).

"We calculated a weighted average DSC of 1.39x for the
loans in the pool based on the servicer-reported figures.
Our adjusted DSC and LTV ratio were 1.38x and 117.7%. Our
adjusted DSC and LTV figures excluded 13 ($123.6 million,
5.8%) of the transaction's 16 ($282.7 million, 13.2%) specially
serviced assets. The transaction has experienced $38.8 million
in principal losses in connection with 11 assets. Forty loans
($345.4 million, 16.1%) in the pool are on the master servicer's
watchlist. Thirty loans ($343.3 million, 16.0%) have a reported
DSC of less than 1.10x, 25 of which ($305.3 million, 14.2%) have
a reported DSC of less than 1.00x," S&P said.

                     Summary of Top 10 Loans

"The top 10 loans have an aggregate outstanding balance of
$1.05 billion (48.8%). Using servicer-reported numbers, we
calculated a weighted average DSC of 1.49x for the top 10 loans.
Our adjusted DSC and LTV ratio for the top 10 loans were 1.39x and
123.4%. The fourth-largest loan ($133.0 million, 6.2%) is with the
special servicer. In addition, the Residence Inn Tudor Wharf loan
($46.3 million, 2.2%, ninth-largest loan in the pool) appears on
the master servicer's watchlist. The loan is secured by a 168-
room hotel property in Boston. The loan appears on the master
servicer's watchlist for other default risk. Reported DSC was
1.48x for the six months ended June 2011, and reported occupany
was 82.0% as of year-end 2011," S&P said.

"Standard & Poor's stressed the assets in the pool according to
its current criteria. The resultant credit enhancement levels are
consistent with our rating actions," S&P said.

             Standard & Poor's 17g-7 Disclosure Report

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

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

             http://standardandpoorsdisclosure-17g7.com

Ratings Lowered

Morgan Stanley Capital I Trust 2007-HQ11
Commercial mortgage pass-through certificates

                Rating
Class      To           From        Credit enhancement (%)
G          CCC+ (sf)    B (sf)                        5.51
H          CCC (sf)     B- (sf)                       4.24
J          CCC- (sf)    CCC+ (sf)                     3.12

Ratings Affirmed

Morgan Stanley Capital I Trust 2007-HQ11
Commercial mortgage pass-through certificates

Class    Rating                      Credit enhancement (%)
A-2      AAA (sf)                                     31.94
A-3-1    AAA (sf)                                     31.94
A-3-2    AAA (sf)                                     31.94
A-AB     AAA (sf)                                     31.94
A-1A     A (sf)                                       31.94
A-4      A (sf)                                       31.94
A-4FL    A (sf)                                       31.94
A-M      BBB (sf)                                     20.69
A-MFL    BBB (sf)                                     20.69
A-J      BB (sf)                                      11.83
B        BB-(sf)                                      10.99
C        B+ (sf)                                       9.30
D        B+ (sf)                                       8.18
E        B+ (sf)                                       7.62
F        B (sf)                                        6.63
K        CCC- (sf)                                     1.57
L        CCC- (sf)                                     1.15
X        AAA (sf)                                       N/A

N/A -- Not applicable.


N-STAR REAL: Fitch Junks Rating on Three Note Classes
-----------------------------------------------------
Fitch Ratings has downgraded four and affirmed five classes
issued by N-Star Real Estate CDO II Ltd. (N-Star CDO II).
The affirmations are a result of amortization of the capital
structure.  Alternatively, the downgrades are a result of negative
credit migration and increased interest shortfalls on the
underlying collateral.

Since Fitch's last rating action in February 2011, approximately
28.6% of the collateral has been downgraded and 5.3% has been
upgraded.  Currently, 52.6% of the portfolio has a Fitch derived
rating below investment grade and 28.1% has a rating in the 'CCC'
category and below, compared to 41.9% and 17.5%, respectively,
at the last rating action.  Over this period, the percentage of
collateral experiencing interest shortfalls has increased to
18.2% from 11.6%.  Additionally, the class A-1 notes have received
$43.9 million in paydowns since the last rating action for a total
of $195.1 million in principal repayment since issuance.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model (PCM) for projecting future default
levels for the underlying portfolio.  The default levels were then
compared to the breakeven levels generated by Fitch's cash flow
model of the CDO under the various default timing and interest
rate stress scenarios, as described in the report 'Global Criteria
for Cash Flow Analysis in CDOs'.  Fitch also analyzed the
structure's sensitivity to the assets that are distressed,
experiencing interest shortfalls, and those with near-term
maturities.  The breakeven rates in Fitch's cash flow model for
the class A through C-1 notes are generally consistent with the
ratings assigned.

For the class C-2 and D notes, Fitch analyzed each class'
sensitivity to the default of the distressed assets ('CCC' and
below).  Given the high probability of default of the underlying
assets and the expected limited recovery prospects upon default,
the class C-2 notes have been downgraded to 'CCsf', indicating
that default is probable.  Similarly, the class D notes have been
affirmed at 'Csf', indicating that default is inevitable.  The
class C-2 and D notes are currently receiving interest paid in
kind (PIK) whereby the principal amount of the notes is written up
by the amount of interest due.

The Stable Outlook on the class A-1 notes is primarily driven by
Fitch's view that the notes will continue to delever.  The
Negative Outlook on the class A-2 and B notes reflects the minimal
cushion in the modeling results.  Fitch does not assign Outlooks
to classes rated 'CCC' and below.

N-Star CDO II is a cash flow collateralized debt obligation (CDO),
which closed July 1, 2004.  The collateral is composed of 74.7%
commercial mortgage backed securities (CMBS), 14.1% of SF CDOs,
and 11.2% real estate investment trusts (REIT).  The transaction
is collateralized by 52 assets from 47 obligors.

Fitch has taken these actions on N-Star CDO II:

  -- $40,865,174 class A-1 notes affirmed at 'AAAsf'; Outlook to
     Stable from Negative;

  -- $42,000,000 class A-2A notes affirmed at 'BBBsf'; Outlook
     Negative;

  -- $15,000,000 class A-2B notes affirmed at 'BBBsf'; Outlook
     Negative;

  -- $12,000,000 class B-1 notes affirmed at 'BBBsf'; Outlook
     Negative;

  -- $14,000,000 class B-2 notes downgraded to 'Bsf' from 'BBsf';
     remain on Outlook Negative;

  -- $24,000,000 class C-1 notes downgraded to 'CCCsf' from 'Bsf';

  -- $6,035,706 class C-2A notes downgraded to 'CCsf' from
     'CCCsf';

  -- $16,237,502 class C-2B notes downgraded to 'CCsf' from
     'CCCsf';

  -- $15,846,887 class D notes affirmed at 'Csf'.


N-STAR REAL: S&P Lowers Rating on Class D Notes to 'CCC-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1, A-2A, A-2B, B, C-1A, C-1B, C-2A, C-2B, and D notes from
N-Star Real Estate CDO III Ltd., an arbitrage collateralized
debt obligation (CDO) transaction collateralized primarily by
commercial mortgage-backed securities (CMBS) and managed by NS
Advisors LLC. "At the same time, we removed all of the ratings
from CreditWatch, where they were placed with negative
implications on Oct. 6, 2011," S&P said.

"We lowered the ratings primarily due to a decline in the
performance of the CDO's underlying asset portfolio since we
downgraded all of the notes in May 2011," S&P said.

"On Oct. 6, 2011, we placed our ratings on the notes on
CreditWatch negative due to deterioration in the credit quality
of the transaction's underlying portfolio. Shortly after the
CreditWatch placements, it was our understanding that subordinate
debt from the CDO was partially cancelled before the debt was

paid out, as we detailed in 'N-Star Real Estate CDO III Ltd.
Ratings On Nine Classes Remain On CreditWatch Negative,' published
Oct. 18, 2011. As noted in the aforementioned article, these
cancellations led us to run additional stresses on this
transaction," S&P said.

"As of the December 2011 trustee report, the transaction
had $46.3 million of defaulted assets. This was up from the
$44.1 million of defaulted assets noted in the April 2011 trustee
report, which we used for our May 2011 rating actions," S&P said.

The downgrades also reflect a decline in the overcollateralization
(O/C) available to support the notes since the May 2011 rating
actions. The trustee reported the O/C ratios in the December 2011
monthly report:

    The class A O/C ratio was 129.3%, compared with a reported
    ratio of 122.5% in April 2011;

    The class B O/C ratio was 122.1%, compared with a reported
    ratio of 116.0% in April 2011;

    The class C O/C ratio was 112.9%, compared with a reported
    ratio of 107.4% in April 2011; and

    The class D O/C ratio was 107.6%, compared with a reported
    ratio of 104.3% in April 2011.

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

N-Star Real Estate CDO III Ltd.
                   Rating
Class         To           From
A-1           BB (sf)      A- (sf)/Watch Neg
A-2A          B+ (sf)      BBB (sf)/Watch Neg
A-2B          B+ (sf)      BBB (sf)/Watch Neg
B             B- (sf)      BB+ (sf)/Watch Neg
C-1A          CCC+ (sf)    BB- (sf)/Watch Neg
C-1B          CCC+ (sf)    BB- (sf)/Watch Neg
C-2A          CCC (sf)     B (sf)/Watch Neg
C-2B          CCC (sf)     B (sf)/Watch Neg
D             CCC- (sf)    CCC+ (sf)/Watch Neg


NATIONAL STEEL: Fitch Rates $450 Million Perpetual Notes at 'BB'
----------------------------------------------------------------
CSN Resources S.A. has announced the reopening of its senior
unsecured Euro notes due 2020.  The reopening will carry the same
rating as the original deal of 'BBB-'.  CSN Resources S.A. is a
Luxembourg incorporated subsidiary of Companhia Siderurgica
Nacional (CSN) and issuer of the existing US$1 billion Euro notes,
unconditionally and irrevocably guaranteed by CSN.  Proceeds from
the add-on issuance of US$500 million senior notes will be made
available to CSN and its subsidiaries, to be used by CSN and its
subsidiaries to repay short term indebtedness when due, extend the
maturity profile of their debt, and for general corporate
purposes.

Fitch currently rates CSN as:

  -- Foreign currency Issuer Default Rating (IDR) at 'BBB-';
  -- Local currency IDR at 'BBB-';
  -- National scale rating and local debenture issuances at 'AA+
     (bra)'.

CSN Islands Corp VIII-XII

  -- Long-term IDR at 'BBB-';
  -- Unsecured debt obligations at 'BBB-'.

CSN Resources S.A.

  -- Long-term IDR at 'BBB-';
  -- Unsecured Euro note debt obligations at 'BBB-'.

National Steel S.A. (National Steel)

  -- USD450 million 9.875% perpetual notes at 'BB'.

The Rating Outlook for CSN is Stable.

The investment grade 'BBB-' rating on the notes reflects CSN's
extremely strong liquidity and modest leverage.  As of Sept. 30,
2011, CSN held over BRL15.6 billion in cash and marketable
securities.  The company's cash-to short-term debt ratio stood at
6.7 times (x) and cash plus cash flow from operations (CFFO) to
short-term debt ratio was close to 8.0x for the period. The
company has a very manageable amortization profile, with the
current cash balance alone sufficient to meet all debt repayments
due until 2017. Fitch expects this balance to decline due to a
combination of debt prepayment and bolt-on acquisitions, but to
remain high relative to short-term debt.

The company's ratings are also supported by a solid track record
of maintaining a strong capital structure, demonstrated by its
five year average net debt-to-EBITDA ratio of 1.5x. As of
Sept. 30, 2011, the company's net debt-to-lastest 12 months
(LTM) EBITDA ratio stood at 1.8x.  The company's total debt-
to EBITDA ratio is relatively high at 4.2x with total debt at
BRL27.7 billion.  This large debt amount is due to large capital
expenditures surrounding the ongoing expansion mainly for CSN's
mining operations.

CSN generates consistently high EBITDA margins due to its vertical
integration, substantial and growing iron ore operations, and high
value added steel products.  The company returned to EBITDA
margins around 43% during the LTM Sept. 30, 2011 after declining
to 33% during 2009.  During the third quarter of 2011, the
company's standalone steel division and iron ore division EBITDA
margins were 26% and 66%, respectively.

Fitch estimates revised capex in 2011 in the region of
BRL4 billion mainly relating to the iron ore production expansion.
CSN is expected to generate negative free cash flow (FCF) of
around BRL1 billion, while maintaining a net-debt to- EBITDA ratio
of around 2.1x at year-end 2011. FCF is expected to turn positive
by 2014, with net-debt to- EBITDA falling below 2.0x by 2013.
Fitch expects FCF to remain positive for a sustained period
following this heavy investment cycle.

During 2010, the company had a negative FCF of BRL4.1 billion due
to large capex and investments of around BRL5billion and dividend
payments of BRL1.6 billion.  The company's high profitability,
large cash balance and low net debt for the rating category
provide strong headroom for negative FCF generation through this
investment cycle at the current rating level.

An upgrade could be considered following CSN's continued
development of its iron ore assets that would result in the
company joining the top five global exporters of seaborne iron
ore.  The company's mining division accounted for about 25% of
revenues in 2010.  As a leading Brazilian steel company with a
growing presence in iron ore exports, along with a comfortable
liquidity position and capital structure, CSN is also well
positioned to take advantage of strategic opportunities should
they arise.  Rating concerns such as event risk and cyclicality of
prices and demand are ever-present for the steel and mining
industries.


NAVISTAR FINANCIAL: Moody's Reviews Ratings for Possible Upgrade
----------------------------------------------------------------
Moody's Investors Service has placed on review for possible
upgrade the Class B and Class C notes from each of Navistar
Financial 2010-A Owner Trust and Navistar Financial 2010-B
Owner Trust. The transactions are sponsored by Navistar
Financial Corporation (NFC), a wholly-owned subsidiary of
Navistar, Inc. (B1, positive outlook). Collateral for the
transactions, originated and serviced by NFC, consists of
loans extended to finance the purchase of new and used medium
and heavy duty trucks, truck chassis, busses and trailers. The
complete rating action is as follows:

Issuer: Navistar Financial 2010-A Owner Trust

Cl. B, Aa2 (sf) Placed Under Review for Possible Upgrade;
previously on May 28, 2010 Definitive Rating Assigned Aa2 (sf)

Cl. C, Baa2 (sf) Placed Under Review for Possible Upgrade;
previously on May 28, 2010 Definitive Rating Assigned Baa2 (sf)

Issuer: Navistar Financial 2010-B Owner Trust

Cl. B, Aa1 (sf) Placed Under Review for Possible Upgrade;
previously on Nov 1, 2010 Definitive Rating Assigned Aa1 (sf)

Cl. C, A1 (sf) Placed Under Review for Possible Upgrade;
previously on Nov 1, 2010 Assigned A1 (sf)

RATINGS RATIONALE

The review actions were prompted by strong performance of the
underlying collateral pools and high amounts of credit enhancement
protecting noteholders against collateral losses. As of the
January 15th payment date, total credit enhancement supporting
Class B and Class C notes has increased to approximately 3 times
the levels at closing. Neither pool has experienced charge-offs
totaling more than 0.25% of the original pool balance, and
delinquencies over 60 days past due are also below 0.25% of the
current pool balance.

Credit support for the notes in each deal includes a reserve
account, subordination, overcollateralization, and excess spread.
The reserve accounts in these transactions are non-declining, and
increase as a percentage of the outstanding pool balances as the
deals amortize. During the review period, Moody's will project
future expected losses, taking into account pool composition,
seasoning and recoveries on defaulted contracts and evaluate
whether the available credit enhancement justifies an upgrade.

The primary source of uncertainty in the performance of this
transaction is the current macroeconomic environment and its
impact on the transportation, and trucking industry.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings were "Moody's
Approach to Rating Securities Backed by Equipment Leases and
Loans" published in March 2007.

Other methodologies and factors that may have been considered in
the process of rating this transaction can also be found in the
Ratings Methodologies sub-directory on Moody's website.


PACIFIC BAY: Fitch Affirms Rating on $36MM Class B Notes at 'Dsf'
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings on five classes of notes
issued by Pacific Bay CDO Ltd./Inc. (Pacific Bay):

  -- $41,329,510 class A-1 notes at 'AAsf'; remain on Outlook
     Negative;
  -- $64,000,000 class A-2 notes at 'Dsf';
  -- $36,000,000 class B notes at 'Dsf';
  -- $7,399,776 class C notes at 'Csf';
  -- $17,000,000 preference shares at 'Csf'.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Structured Finance Portfolio Credit Model (SF PCM) for
projecting future default levels for the underlying portfolio.
These default levels were then compared to the breakeven levels
generated by Fitch's cash flow model of the CDO under various
default timing and interest rate stress scenarios, as described in
the report 'Global Criteria for Cash Flow Analysis in CDOs'.
Fitch also considered additional qualitative factors into its
analysis, as described below, to conclude the rating affirmations
for the rated notes.

Since the last rating action in January 2011, the credit quality
of the collateral has deteriorated with approximately 41.5% of the
portfolio downgraded a weighted average of 4.5 notches and 7%
upgraded a weighted average of 1.9 notches.  Approximately 71.1%
of the portfolio has a Fitch derived rating below investment grade
and 46.8% has a rating in the 'CCC' rating category or lower,
compared to 58.7% and 39.2%, respectively, at last review.

Due to an acceleration of the transaction in May 2009, the class
A-1 notes are currently the only class receiving interest and
principal payments.  The notes have received approximately
$30 million, or 42.1% of its previous balance, in principal
redemptions since the last review.  This has increased the class
A-1 notes' credit enhancement sufficiently to offset the
deterioration in the underlying assets, resulting in an
affirmation of its rating.  Fitch maintains a Negative Outlook
on the notes due to concerns over future performance of the
underlying collateral, and cash flow modeling results showing
sensitivity in a rising interest rate stress.

The class A-2 and B notes have been missing their timely interest
payments as a result of acceleration.  These non-deferrable
classes are considered to be defaulted on the payment of interest
and have been affirmed at 'Dsf'.  Fitch expects the class A-2
notes to recover at least a portion, if not all, of the missed
interest payments by the stated maturity of the transaction.

The class C notes and the preference shares are no longer
receiving interest distributions and are not expected to receive
any proceeds going forward.  Fitch believes that default is
inevitable for these classes at or prior to maturity due to the
concentration of distressed collateral.  Therefore, these classes
have been affirmed at 'Csf'.

Pacific Bay is a cash flow structured finance collateralized debt
obligation (SF CDO) that closed on Nov. 4, 2003.  The portfolio is
monitored by Pacific Investment Management Company LLC. (PIMCO)
and is composed of 76.7% residential mortgage-backed securities
(RMBS), 10.3% corporate bonds, 6.9% asset-backed securities (ABS),
and 6% commercial mortgage-backed securities (CMBS), primarily
from 1999 through 2005 vintage transactions.




PETREL TRUST: Fitch Withdraws Rating on 27 Note Classes
-------------------------------------------------------
Fitch Ratings has withdrawn the ratings on 27 classes in Petrel
Resecuritization Trust 2009-1.  The transaction was terminated and
all notes have been cancelled by the trustee, Citibank, N.A.

Fitch has withdrawn these ratings:

Petrel Resecuritization Trust 2009-1


  -- Class 12-A1B (cusip: 71643RDG6) 'AAAsf'; Outlook Stable;
  -- Class 12-A1C (cusip: 71643RDH4) 'AAsf'; Outlook Stable;
  -- Class 18-A1 (cusip: 71643RES9) 'Asf'; Outlook Negative;
  -- Class 18-A1A (cusip: 71643RET7) 'AAAsf'; Outlook Stable;
  -- Class 18-A1B (cusip: 71643REU4) 'AAAsf'; Outlook Negative;
  -- Class 18-A1C (cusip: 71643REV2) 'AAsf'; Outlook Negative;
  -- Class 18-A1D (cusip: 71643REW0) 'Asf'; Outlook Negative;
  -- Class 19-A1 (cusip: 71643RFD1) 'Asf'; Outlook Stable;
  -- Class 19-A1A (cusip: 71643RFE9) 'AAAsf'; Outlook Stable;
  -- Class 19-A1B (cusip: 71643RFF6) 'AAAsf'; Outlook Stable;
  -- Class 19-A1C (cusip: 71643RFG4) 'AAsf'; Outlook Stable;
  -- Class 19-A1D (cusip: 71643RFH2) 'Asf'; Outlook Stable;
  -- Class 23-A1 (cusip: 71643RGG3) 'BBBsf'; Outlook Negative;
  -- Class 23-A1A (cusip: 71643RGH1) 'Asf'; Outlook Negative;
  -- Class 23-A1B (cusip: 71643RGJ7) 'Asf'; Outlook Negative;
  -- Class 23-A1C (cusip: 71643RGK4) 'BBBsf'; Outlook Negative;
  -- Class 27-A1 (cusip: 71643RHL1) 'AAsf'; Outlook Negative;
  -- Class 27-A1A (cusip: 71643RHM9) 'AAAsf'; Outlook Stable;
  -- Class 27-A1B (cusip: 71643RHN7) 'AAAsf'; Outlook Negative;
  -- Class 27-A1C (cusip: 71643RHP2) 'AAsf'; Outlook Negative;
  -- Class 28-A1 (cusip: 71643RHS6) 'AAsf'; Outlook Negative;
  -- Class 28-A1A (cusip: 71643RHT4) 'AAAsf'; Outlook Stable;
  -- Class 28-A1B (cusip: 71643RHU1) 'AAsf'; Outlook Negative;
  -- Class 29-A1 (cusip: 71643RHZ0) 'BBsf'; Outlook Stable;
  -- Class 29-A1A (cusip: 71643RJA3) 'AAAsf'; Outlook Stable;
  -- Class 29-A1B (cusip: 71643RJB1) 'AAAsf'; Outlook Stable;
  -- Class 29-A1C (cusip: 71643RJC9) 'BBsf'; Outlook Stable.


REALT 2006-3: Moody's Affirms Rating of Cl. F Notes at 'Ba1'
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 18 classes of
Real Estate Asset Liquidity Trust, Commercial Mortgage Pass-
Through Certificates, Series 2006-3:

Cl. A-1, Affirmed at Aaa (sf); previously on Nov 29, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Nov 29, 2006
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa2 (sf); previously on Nov 29, 2006 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at A2 (sf); previously on Nov 29, 2006 Definitive
Rating Assigned A2 (sf)

Cl. D-1, Affirmed at Baa2 (sf); previously on Nov 29, 2006
Definitive Rating Assigned Baa2 (sf)

Cl. D-2, Affirmed at Baa2 (sf); previously on Nov 29, 2006
Definitive Rating Assigned Baa2 (sf)

Cl. E-1, Affirmed at Baa3 (sf); previously on Nov 29, 2006
Definitive Rating Assigned Baa3 (sf)

Cl. E-2, Affirmed at Baa3 (sf); previously on Nov 29, 2006
Definitive Rating Assigned Baa3 (sf)

Cl. F, Affirmed at Ba1 (sf); previously on Nov 29, 2006 Definitive
Rating Assigned Ba1 (sf)

Cl. G, Affirmed at Ba2 (sf); previously on Nov 29, 2006 Definitive
Rating Assigned Ba2 (sf)

Cl. H, Affirmed at Ba3 (sf); previously on Nov 29, 2006 Definitive
Rating Assigned Ba3 (sf)

Cl. J, Affirmed at B1 (sf); previously on Nov 29, 2006 Definitive
Rating Assigned B1 (sf)

Cl. K, Affirmed at B2 (sf); previously on Nov 29, 2006 Definitive
Rating Assigned B2 (sf)

Cl. L, Affirmed at B3 (sf); previously on Nov 29, 2006 Definitive
Rating Assigned B3 (sf)

Cl. XP-1, Affirmed at Aaa (sf); previously on Nov 29, 2006
Definitive Rating Assigned Aaa (sf)

Cl. XP-2, Affirmed at Aaa (sf); previously on Nov 29, 2006
Definitive Rating Assigned Aaa (sf)

Cl. XC-1, Affirmed at Aaa (sf); previously on Nov 29, 2006
Definitive Rating Assigned Aaa (sf)

Cl. XC-2, Affirmed at Aaa (sf); previously on Nov 29, 2006
Definitive Rating Assigned Aaa (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 the existing ratings.

Moody's rating action reflects a cumulative base expected loss of
1.1% of the current balance compared to 1.0% at last review.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and performance in the commercial real
estate property markets. While commercial real estate property
markets are gaining momentum, a consistent upward trend will not
be evident until the volume of transactions increases, distressed
properties are cleared from the pipeline and job creation
rebounds. The hotel and multifamily sectors are continuing to show
signs of recovery through the first half of 2011, while recovery
in the non-core office and retail sectors are tied to pace of
recovery of the broader economy. Core office markets are showing
signs of recovery through lending and leasing activity. 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 as
the most likely scenario through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations, however the downside risks
to the outlook have risen since last quarter.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005, and
"Moody's Approach to Rating Canadian CMBS" published in May 2000.

Moody's noted that on November 22, 2011, it released a Request for
Comment, in which the rating agency has requested market feedback
on potential changes to its rating methodology for Interest-Only
Securities. If the revised methodology is implemented as proposed
the ratings on Real Estate Asset Liquidity Trust, Commercial
Mortgage Series 2006-3 Classes XP-1, XP-2, XC-1 and XC-2 may be
negatively affected. Please refer to Moody's request for Comment,
titled "Proposal Changing the Global Rating Methodology for
Structured Finance Interest-Only Securities," for further details
regarding the implications of the proposed methodology change on
Moody's rating.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade underlying ratings 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 underlying ratings
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 29 at last review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated February 16, 2011.

DEAL PERFORMANCE

As of the January 12, 2011 distribution date, the
transaction's aggregate certificate balance has decreased by 16%
to $359.3 million from $426.0 million at securitization. The
Certificates are collateralized by 51 mortgage loans ranging in
size from less than 1% to 8% of the pool, with the top ten non-
defeased loans representing 53% of the pool. The pool includes
three loans, representing 18% of the pool, with investment grade
credit estimates.

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

No loans have been liquidated from the pool and there are
currently no loans in special servicing.

Moody's has assumed a high default probability for one poorly
performing loan, representing less than 1% of the pool, and has
estimated a $364,000 loss (15% expected loss based on a 40%
probability default) from this troubled loan.

Moody's was provided with full-year 2010 and partial year 2011
operating results for 95% and 8% of the pool, respectively.
Excluding the troubled loan, Moody's weighted average LTV is 78%
compared to 82% at last review. Moody's net cash flow reflects a
weighted average haircut of 3% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.2%.

Excluding the troubled loan, Moody's actual and stressed DSCRs are
1.45X and 1.35X, respectively, compared to 1.39X 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 largest loan with a credit estimate is the Clearbrook Town
Square Loan ($28.4 million -- 7.9% of the pool), which is secured
by a 188,000 square foot (SF) community shopping center located in
Abbotsford, British Columbia. The center was 99% leased as of
December 2010 compared to 85% at the prior review. The center is
anchored by Canada Safeway, which leases 30% of the premises
through October 2012. Overall, performance has been stable since
securitization. The loan sponsors are RioCan REIT and Kimco North
Trust 1. The loan is 100% recourse to RioCan REIT. Moody's current
credit estimate is Baa2, the same as at the last review and
securitization.

The second largest loan with a credit estimate is the Suncor
Building Loan ($18.5 million -- 5.1% of the pool), which is
secured by a 126,000 SF industrial property located in Fort
McMurray, Alberta. The anchor tenant is Suncor Energy Inc.
(Moody's senior unsecured debt rating -- Baa2, stable outlook),
which leases 97% of the premises through December 2018. The
property was 100% leased as of March 2011, the same as last review
and securitization. Moody's current underlying rating is Baa3, the
same as the last review and securitization.

The third largest loan with a credit estimate is the Harry Rosen
Building Loan ($15.8 million -- 4.4% of the pool), which is
secured by a 34,000 SF single tenant retail property located in
Toronto, Ontario. The single tenant is Harry Rosen which leases
all of the premises through September 2017. Moody's current credit
estimate is Aa1, the same as the last review and securitization.

The top three performing conduit loans represent 17% of the pool
balance. The largest loan is the Place 9-6 Senior Interest Loan
($21.7 million -- 6.0% of the pool), which is secured by a 151,000
SF Class B office building located in downtown Calgary, Alberta.
The property was 55% leased as of December 2010 compared to 45% at
last review and securitization. In October 2008, property
performance significantly dropped when the largest tenant, Golder
Associates (59% of the NLA), did not renew its lease. Since 2008,
the borrower has been actively marketing the vacant space. Moody's
analysis of this loan is based on a stabilized value. The loan is
100% recourse to the sponsor and has been current despite the
decline in property cash flow. The loan was modified in October
2011 which extended the maturity date six months to March 2012 and
added a $1 million TI/LC reserve. The loan is currently on the
watchlist. Moody's LTV and stressed DSCR are 96% and 1.02X
respectively, compared to 99% and 0.99X at the last review.

The second largest loan is Beedie Group - Langley Loan
($20.4 million -- 5.7% of the pool), which is secured by five
industrial buildings located in Langley, British Columbia totaling
306,000 SF. The properties were 95% leased as of December 2010
compared to 100% at the last review. Moody's LTV and stressed DSCR
are 75% and 1.16X respectively, compared to 80% and 1.08X at the
last review.

The third largest loan is the Porter Park Lane Mall & Terraces
Loan ($19.2 million -- 5.3% of the pool), which is secured by a
265,000 SF enclosed retail mall and a 99,000 SF office building
located in Halifax, Nova Scotia. The property was 95% leased as of
December 2010 compared to 86% at the last review. Moody's LTV and
stressed DSCR are 65% and 1.49X respectively, compared to 76% and
1.28X at the last review.


RESI FINANCE: Fitch Withdraws Rating on 17 Note Classes
-------------------------------------------------------
Fitch Ratings has taken various rating actions and subsequently
withdrawn the ratings on 17 classes in RESI Finance Limited
Partnership 2007-B.  The transaction was terminated and all notes
have been cancelled by the trustee, Wells Fargo Bank, N.A.  Prior
to the termination, the class B1 incurred a principal loss and as
a result, was downgraded to 'Dsf' prior to being withdrawn.  All
other classes were affirmed at the current rating prior to being
withdrawn.

Fitch has taken these actions and withdrawn these ratings:

RESI Finance Limited Partnership 2007-B

  -- Class A1 (RESRMEY90) affirmed at 'AAAsf'and withdrawn;
  -- Class A2 (RES9MOVD0) affirmed at 'AAsf' and withdrawn;
  -- Class A3 (RES5R0RT0) affirmed at 'BBBsf' and withdrawn;
  -- Class A4 (RESH2WRG0) affirmed at 'CCCsf' and withdrawn;
  -- Class A5 (RESDDBFZ0) affirmed at 'Csf' and withdrawn;
  -- Class B1 (RES7APRE0) downgraded to 'Dsf' from 'Csf' and
     withdrawn;
  -- Class B2 (RES0ZZ850) affirmed at 'Dsf' and withdrawn;
  -- Class B3 (74951QAA4) affirmed at 'Dsf' and withdrawn;
  -- Class B4 (74951QAB2) affirmed at 'Dsf' and withdrawn;
  -- Class B5 (74951QAC0) affirmed at 'Dsf' and withdrawn;
  -- Class B6 (74951QAD8) affirmed at 'Dsf' and withdrawn;
  -- Class B7 (74951QAE6) affirmed at 'Dsf' and withdrawn;
  -- Class B8 (74951QAF3) affirmed at 'Dsf' and withdrawn;
  -- Class B9 (74951QAG1) affirmed at 'Dsf' and withdrawn;
  -- Class B10 (74951QAH9) affirmed at 'Dsf' and withdrawn;
  -- Class B11 (74951QAJ5) affirmed at 'Dsf' and withdrawn;
  -- Class B12 (74951QAK2) affirmed at 'Dsf' and withdrawn.


RESIX FINANCE: Fitch Withdraws Rating on 5 Note Classes at 'Dsf'
----------------------------------------------------------------
Fitch Ratings has withdrawn the ratings on five classes in RESIX
Finance Limited 2005-D.  The transaction was terminated and all
notes have been cancelled by the trustee, Wells Fargo Bank, N.A.

Fitch has withdrawn these ratings:

RESIX Finance Limited 2005-D

  -- Class B-7 (76116LCR3) 'Dsf';
  -- Class B-8 (76116LCN2) 'Dsf';
  -- Class B-9 (76116LCP7) 'Dsf';
  -- Class B-10 (76116LCQ5) 'Dsf';
  -- Class B-11 (76116LCR3) 'Dsf'.


ROSEDALE CLO: Moody's Confirms Rating of Class D Notes at 'B1'
--------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of these notes
issued by Rosedale CLO II Ltd.:

US$15,000,000 Class C Third Priority Senior Secured Deferrable
Floating Rate Notes due 2022 (current outstanding balance of
$12,601,231), Confirmed at A3 (sf); previously on January 13, 2012
A3 (sf) Placed Under Review for Possible Downgrade;

US$13,400,000 Class D Fourth Priority Mezzanine Deferrable
Floating Rate Notes due 2022 (current outstanding balance of
$13,435,444), Confirmed at B1 (sf); previously on January 13, 2012
Downgraded to B1 (sf) and Placed Under Review for Possible
Downgrade;

RATINGS RATIONALE

According to Moody's, the ratings of the Class C and Class D
notes were confirmed as a result of significant paydowns on the
rated notes since the last rating action on January 13, 2012.
The Class A and Class B notes have been repaid and the deal held
$18.9 million in cash as of January 25, 2012, which is sufficient
to repay the principal balance of Class C notes and a significant
portion of Class D Notes. As a result, the uncertainties arising
from the liquidation of the remaining collateral and the timing of
future payments of interest on the notes have receded.

On December 6, 2011, the transaction documents were amended
and supplemented by a supplemental indenture, which allowed
the noteholders to direct a liquidation of the collateral and
redemption of the notes at any time with no requirement for full
repayment of the rated notes, if such affected class voted in
favor of receiving less than par. Following the amendment, a
substantial proportion of the underlying collateral was liquidated
in December and January at the direction of the noteholders. The
first distribution of the liquidation proceeds was on December 29,
2011, when the principal balance of the Class A notes was reduced
by $176.34 million. On the second distribution date on January 20,
2012, the Class A and B notes were repaid and a distribution of
$2.4 million was made to the Class C notes.

Moody's analyzed the underlying collateral pool to have a
performing par of $11.2 million and principal proceeds balance
of approximately $18.9 million based on the information provided
by the collateral manager and confirmed by the trustee. The
manager indicated that as of January 25, 2012 $11.2 million of
the performing par has been traded and is pending settlement.
The expected principal proceeds from these trades amount to about
$9.7 million. Based on this information, Moody's estimates that
the Class E notes will suffer a substantial principal loss
consistent with the current rating of C (sf).

Rosedale CLO II Ltd., issued in May 2007, is a collateralized loan
obligation backed primarily by a portfolio of senior secured
loans.

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

Moody's did not model the transaction, and instead, evaluated the
likelihood of repayment of the notes based on the available
principal proceeds and expected proceeds from the sale of the
remaining collateral.

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 2013
and 2015 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.

A source of additional performance uncertainties is liquidation
of the remaining collateral -- The liquidation of the remaining
collateral entails potential market value and execution risk which
may adversely affect the repayment of some of the rated notes.


SEQUOIA MORTGAGE: Fitch Rates $5.4 Mil. Class B-4 Notes at Low-B
----------------------------------------------------------------
Fitch Ratings assigns these ratings to Sequoia Mortgage Trust
2012-1, mortgage pass-through certificates, series 2012-1 (SEMT
2012-1):

  -- $179,733,000 class 1-A1 certificates 'AAAsf'; Outlook Stable;
  -- $179,733,000 notional class 1-AX certificates 'AAAsf';
     Outlook Stable;
  -- $201,698,000 class 2-A1 certificates 'AAAsf'; Outlook Stable;
  -- $201,698,000 notional class 2-AX certificates 'AAAsf';
     Outlook Stable;
  -- $11,016,000 class B-1 certificates 'AAsf'; Outlook Stable;
  -- $8,315,000 class B-2 certificates'Asf'; Outlook Stable;
  -- $5,197,000 class B-3 certificates 'BBBsf'; Outlook Stable;
  -- $5,404,000 class B-4 certificates 'BBsf'; Outlook Stable.

The 'AAAsf' rating on the senior certificates reflects the 8.25%
subordination provided by the 2.65% class B-1, 2.00% class B-2,
1.25% class B-3, 1.30% non-offered class B-4 and 1.05% non-offered
class B-5.  The class B-5 is not rated by Fitch.

Fitch's ratings reflect the high quality of the underlying
collateral, the strong historical performance of two
originators and servicers that represent 66% of the aggregate
pool (First Republic Bank and PHH Mortgage Corp.), the clear
capital structure and the high percentage of loans reviewed by
third party underwriters.  In addition, Wells Fargo Bank, N.A.,
will act as the master servicer and U.S. Bank, N.A., will act as
the Trustee for the transaction.  For federal income tax purposes,
elections will be made to treat the trust as three real estate
mortgage investment conduits (REMICs).

SEMT 2012-1 will be Redwood Residential Acquisition Corporation's
first transaction of prime residential mortgages in 2012.  The
certificates are supported by a pool of prime mortgage loans,
with 69.5% fixed rate mortgages (FRMs) and 30.5% adjustable rate
mortgages (ARMs).  The loans are predominantly fully amortizing;
however, 22.6% have a 10-year interest-only (IO) period.  The
aggregate pool included loans originated from First Republic Bank
(54.5%), PrimeLending (19.4%), PHH Mortgage Corporation (11.2%),
Flagstar Bank, F.S.B. (7.7%), Wintrust (3.4%), Sterling Savings
Bank (2.3%), Cole Taylor Bank and GuardHill Financial Corp.
(totaling 1.5%).

As of the cut-off date, the aggregate pool consisted of 446 loans
with a total balance of $415,728,134, an average balance of
$932,126, a weighted average original combined loan-to-value ratio
(CLTV) of 64.95%, and a weighted average coupon (WAC) of 4.55%.
Rate/Term and cash out refinances account for 50.5% and 6.4% of
the loans, respectively.  The weighted average original FICO
credit score of the pool is 770. Owner-occupied properties
comprise 89.7% of the loans.  The states that represent the
largest geographic concentration are California (48.6%), New
York (11%) and Texas (10.8%).

In its cash flow analysis of SEMT 2012-1, Fitch considered recent
prepayment performance for both Sequoia-issued transactions and
the overall RMBS market, current mortgage rates, the interaction
between interest rate movement and prepayment activity in past
years, and the substantial percentage of the SEMT 2012-1 pool that
contains a prepayment penalty provision (48.8%).  As a result, in
addition to using a zero voluntary prepayment assumption in its
stress scenarios, Fitch utilized CPR vectors that were more
representative of current market performance for each mortgage
product included in this transaction, with peaks expected to occur
near reset periods for most hybrid adjustable rate mortgages
(ARMs).  For five- and seven-year hybrid ARMs, Fitch assumed a
prepayment vector that stabilized at a rate of 20% both prior to
and following intermediary apexes at periods 62 and 86,
respectively.  CPR vectors for fixed-rate products and 10/1 ARMs
rose and stabilized at 25%.  These curves maintained the general
shape of the benchmark CPR assumptions as detailed in Fitch's
'U.S. RMBS Cash Flow Analysis Criteria,' dated July 8, 2011.

Additional detail on the transaction is described in the new issue
report 'Sequoia Mortgage Trust 2012-1', published on Jan. 27,
2012.


SOLAR INVESTMENT: Moody's Raises Rating of Cl. II-B Notes to Caa2
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Solar Investment Grade CBO II, Ltd.:

US$19,000,000 Class II-A Senior Secured Floating Rate Notes due
2013 (current outstanding balance of $16,916,163), Upgraded to Aaa
(sf); previously on April 7, 2011 Upgraded to Aa1 (sf);

US$13,000,000 Class II-B Senior Secured Fixed Rate Notes due 2013
(current outstanding balance of $11,574,217), Upgraded to Aaa
(sf); previously on April 7, 2011 Upgraded to Aa1 (sf);

US$7,000,000 Class III-A Mezzanine Secured Floating Rate Notes due
2013, Upgraded to Caa2 (sf); previously on May 4, 2009 Downgraded
to Ca (sf);

US$20,000,000 Class III-B Mezzanine Secured Fixed Rate Notes due
2013, Upgraded to Caa2 (sf); previously on May 4, 2009 Downgraded
to Ca (sf).

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of amortization of the senior notes, increase
in the transaction's overcollateralization ratios, and improvement
in the credit quality of the portfolio since the rating action in
April 2011.

The deal has benefited from improvement in the credit quality
of the underlying portfolio since the rating action in April
2011. Based on the January 2012 trustee report, the weighted
average rating factor is currently 939 compared to 1652 in
March 2011. The Class I Notes have been paid down in full, the
Class II-A Notes have been paid down by 10.97% or $2.1 million,
and the Class II-B Notes have been paid down by 10.97% or
$1.4 million since the rating action in April 2011. As a result
of the de-leveraging, the Senior Par Value Test has increased.
Based on the latest trustee report dated January 17, 2012, the
Senior Par Value Test is reported at 146.63% versus March 2011
level of 124.37%. Moody's also notes that the Class III-A and
Class III-B Notes are no longer deferring interest and that all
previously deferred interest has been paid in full. The January
2012 overcollateralization ratio does not include the principal
payment of $40.6 million made to the Class I, Class II-A, and
Class II-B Notes on the January 24, 2012 Payment Date.

Moody's also notes that the underlying portfolio includes a
number of investments in securities that mature after the maturity
date of the notes. Based on the January 2012 trustee report,
reference securities that mature after the maturity date of the
notes currently make up $6,600,000 of the underlying reference
portfolio. These investments potentially expose the notes to
market risk in the event of liquidation at the time of the notes'
maturity.

Additionally, due to a lack of portfolio granularity, Moody's
considered a stress scenario assuming that a Caa-rated issuer,
representing $4.5 million or 8% of the performing portfolio, is
defaulted and generates recoveries equivalent to the lower of
market value and Moody's recovery rate.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $55.9 million,
defaulted par of $6.0 million, a weighted average default
probability of 2.43% (implying a WARF of 1293), a weighted average
recovery rate upon default of 28.03%, and a diversity score of 9.
The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CBO 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.

Solar Investment Grade CBO II, Ltd., issued in July 2001, is a
collateralized bond obligation backed primarily by a portfolio of
senior unsecured bonds.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011. This publication incorporates rating criteria that
apply to both collateralized loan obligations and collateralized
bond obligations.

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 June 2011. 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.

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 2013 and
2015 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) De-leveraging: The main source of uncertainty in this
transaction is whether de-leveraging from unscheduled principal
proceeds will continue and at what pace.

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 CBO'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) Lack of portfolio granularity: The performance of the portfolio
depends to a large extent on the credit conditions of a few large
obligors, especially when they experience jump to default. Due to
the deal's low diversity score and lack of granularity, Moody's
supplemented its typical Binomial Expansion Technique analysis
with a simulated default distribution using Moody's CDOROMTM
software and individual scenario analysis.


SOUTH COAST: Moody's Raises Rating of Class A-1 to Baa1 From Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of one class of
notes issued by South Coast Funding V Ltd. The notes affected by
the rating action are:

US$748,000,000 Class A-1 First Priority Senior Secured Floating
Rate Notes Due 2039 (current balance of $81,245,216), Upgraded to
Baa1 (sf); previously on May 7, 2010 Downgraded to Ba1 (sf).

RATINGS RATIONALE

According to Moody's, the rating action results primarily from the
delevering of the Class A-1 Notes. Moody's notes that the Class A-
1 Notes have paid down by approximately 45% or $65 million since
the rating action in May 2010. As a result of the delevering, the
par coverage on the Class A-1 Notes has increased since the last
rating action. In addition, interest proceeds are being used to
pay down the principal balance of the Class A-1 Notes due to the
diversion of excess interest to delever the Class A-1 Notes in the
event of a Class A/B overcollateralization test failure.

South Coast Funding V Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS, CMBS and Consumer ABS
loans originated from 2001 to 2004.

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

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

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

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

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

Moody's Caa-rated assets notched up by 2 rating notches:

Class A-1: 0

Moody's Caa-rated assets notched down by 2 rating notches:

Class A-1: 0


STARWOOD HOTELS: Moody's Rating on Sr. Unsecured Debt Is Ba1
------------------------------------------------------------
Moody's Investors Service affirmed the rating of Times Square
Hotel Trust 8.523% Mortgage and Lease Amortizing certificates:

Cl. A, Affirmed at Baa3; previously on Oct 5, 2001 Baa3 Placed
Under Review for Possible Downgrade

RATINGS RATIONALE

The rating is affirmed at Baa3 based on the current rating of
Starwood Hotels and Resorts Worldwide, Inc. (Starwood; senior
unsecured debt rating Ba1, stable outlook) and the underlying
value of the real estate securing the loan.

This action is the result of Moody's on-going surveillance of
commercial mortgage backed (CMBS) securities.

The principal methodology used in this rating was "Commercial Real
Estate Finance: Moody's Approach to Rating Credit Tenant Lease
Financings" published in November 2011.

There were no models used in the review of this transaction.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
prior full review is summarized in a press release dated March 23,
2011.

DEAL PERFORMANCE

The Certificates are supported by the flagship W Hotel located in
Times Square in New York City. The hotel contains 509 rooms,
22,000 square feet of meeting and dining space and 13,000 square
feet of retail space. The property is subject to a triple net
lease guaranteed by Starwood. As of the March 1, 2011 payment
date, the outstanding loan balance to key ratio was $267,448.

Starwood is headquartered in Stamford, Connecticut. Starwood
develops and operates luxury and upscale full-service hotels under
brand names including St. Regis, W, Westin and Sheraton. As of
December 31, 2010, the company's hotel portfolio included 1,027
owned leased, managed and franchised hotels with approximately
302,000 rooms.


STONEY LANE: S&P Raises Rating on Class D Notes to 'B+'; Off Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, B, C, and D notes from Stoney Lane Funding I Ltd., a
U.S. collateralized loan obligation (CLO) transaction managed by
Hillmark Capital Management L.P. "At the same time, we removed our
ratings on these classes from CreditWatch, where we placed them
with positive implications on Nov. 14, 2011," S&P said.

"The upgrades reflect improved performance we have observed in
the deal's underlying asset portfolio since we downgraded the
notes on Feb. 4, 2010. As of the Jan. 4, 2012 trustee report,
the transaction's asset portfolio had $2.39 million in defaulted
obligations and $31.69 million in 'CCC' rated obligations. This
was a decrease from $17.77 million in defaulted obligations
and $50.93 million in 'CCC' rated obligations noted in the Jan. 6,
2010 trustee report, which we used for our February 2010 rating
actions," S&P said.

"We also observed an increase in the overcollateralization (O/C)
available to support the rated notes," S&P said. The trustee
reported the O/C ratios in the Jan. 4, 2012 monthly report:

    The class A O/C ratio was 123.17%, compared with a reported
    ratio of 119.60% in January 2010;

    The class B O/C ratio was 115.72%, compared with a reported
    ratio of 112.36% in January 2010;

    The class C O/C ratio was 109.11%, compared with a reported
    ratio of 105.95% in January 2010; and

    The class D O/C ratio was 105.32%, compared with a reported
    ratio of 102.18% in January 2010.

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

               Standard & Poor's 17g-7 Disclosure Report

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

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

           http://standardandpoorsdisclosure-17g7.com

Rating And CreditWatch Actions

Stoney Lane Funding I Ltd.
                       Rating
Class              To          From
A-1                AA+ (sf)    AA- (sf)/Watch Pos
A-2                AA- (sf)    A+ (sf)/Watch Pos
B                  A- (sf)     BBB (sf)/Watch Pos
C                  BBB- (sf)   BB (sf)/Watch Pos
D                  B+ (sf)     CCC- (sf)/Watch Pos


STST 2003-CC1: Moody's Affirms 'Ba3' Rating of Cl. H Notes
----------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed nine classes of Solar Trust, Commercial Mortgage Pass-
Through Certificates, Series 2003-CC1:

Cl. A-1, Affirmed at Aaa (sf); previously on May 27, 2003
Definitive Rating Assigned Aaa (sf)

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

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

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

Cl. D-1, Upgraded to Aa2 (sf); previously on Feb 3, 2011 Upgraded
to A1 (sf)

Cl. D-2, Upgraded to Aa2 (sf); previously on Feb 3, 2011 Upgraded
to A1 (sf)

Cl. E, Upgraded to A2 (sf); previously on Feb 3, 2011 Upgraded to
Baa1 (sf)

Cl. F, Upgraded to Baa1 (sf); previously on Feb 3, 2011 Upgraded
to Baa2 (sf)

Cl. G, Upgraded to Baa3 (sf); previously on Feb 3, 2011 Upgraded
to Ba1 (sf)

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

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

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

Cl. IO-1, Affirmed at Aaa (sf); previously on May 27, 2003
Definitive Rating Assigned Aaa (sf)

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

RATINGS RATIONALE

The upgrades are due to an increase in subordination from payoffs
and amortization. The pool has paid down 21% 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
1.8% of the current balance. At last full review, Moody's
cumulative base expected loss was 1.7%. Depending on the timing of
loan payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment grade
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
the commercial real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. The hotel and multifamily sectors are in
recovery and improvements in the office sector continue, with
fundamentals in Gateway cities outperforming their suburban
counterparts. However, office demand is closely tied to
employment, where fundamentals remain weak, so significant
improvement may be delayed. Performance in the retail sector has
been mixed with on-going rent deflation and leasing challenges.
Across all property sectors, the availability of debt capital
continues to improve with monetary policy expected to remain
supportive and interest rate hikes postponed. Moody's central
global macroeconomic scenario reflects an overall downward
revision of forecasts since last quarter, amidst ongoing fiscal
consolidation efforts, household and banking sector deleveraging,
persistently high unemployment levels, and weak housing markets
that will continue to constrain growth.

The methodologies used in this rating were "Moody's Approach to
Rating U.S. CMBS Conduit Transactions" published in September
2000, and "Moody's Approach to Rating Canadian CMBS" published in
May 2000.

Moody's noted that on November 22, 2011, it released a Request for
Comment, in which the rating agency has requested market feedback
on potential changes to its rating methodology for Interest-Only
Securities. If the revised methodology is implemented as proposed
the ratings on Solar Trust 2003-CC1 Classes IO-1 and IO-2 may be
negatively affected. Refer to Moody's request for Comment, titled
"Proposal Changing the Global Rating Methodology for Structured
Finance Interest-Only Securities," for further details regarding
the implications of the proposed methodology change on Moody's
rating.

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit 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 26, same as at Moody's prior full review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated February 3, 2011.

DEAL PERFORMANCE

As of the January 12, 2012 distribution date, the
transaction's aggregate certificate balance has decreased by 38%
to $291.04 million from $468.17 million at securitization. The
Certificates are collateralized by 56 mortgage loans ranging in
size from less than 1% to 7% of the pool, with the top ten loans
representing 50% of the pool. Six loans, representing 5.5% of the
pool, have defeased and are collateralized with Canadian
Government securities, the same as at last review.

Ten loans, representing 14% 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.

There have been no realized losses since securitization and there
are currently no specially serviced loans.

Moody's was provided with full year 2009 and full and partial year
2010 operating results for 97% and 67% of the performing pool,
respectively. Moody's weighted average LTV is 63%, the same as at
last full 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 10.0%.

Moody's actual and stressed DSCRs are 2.14X and 2.37X,
respectively, compared to 2.17X and 2.32X 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 20% of the pool
balance. The largest loan is Eglinton Square Loan ($21.4 million -
- 7.4%), which is secured by a 275,000 square foot (SF) retail
center located in the Greater Toronto area. The property was 95%
leased as of January 2011, same as at last review. The largest
tenant, The Bay, leases 42% of net rentable area (NRA) through
October 2018. Moody's LTV and stressed DSCR are 64% and 1.66X,
respectively, compared to 63% and 1.68X at the last review.

The second largest loan is the Kirkland Centre Loan ($20.9 million
-- 7.2%), which is secured by a 225,000 SF retail power center
located in suburban Montreal. The property was 96% leased as of
May 2011 compared to 98% at last review. The largest tenant,
Winners (14% of NRA), extended its lease expiration for six months
from June 2011 to January 2012. The loan is full recourse to the
sponsor, RioCan Real Investment Trust, Canada's largest real
estate investment trust. Due to the significant amount of lease
rollover within the year, Moody's has stressed the net cash flow.
Moody's LTV and stressed DSCR are 70% and 1.39X, respectively,
compared to 66% and 1.47X at Moody's last review.

The third largest loan is the Sunridge Spectrum Shopping Centre
Loan ($15.1 million -- 5.2% of the pool), which is secured by a
128,000 SF office property located in Calgary, Alberta. At last
review it was noted that approximately 20% of leases faced near-
term lease expirations, but the thave since renewed. The property
was 99% leased as of January 2012, compared to 100% at last
review. The largest tenant, Cineplex Entertainment, leases 51% of
NRA through July 2020. Moody's LTV and stressed DSCR are 67% and
1.63X, compared to 68% and 1.60X at last review.


US RMBS: DBRS Confirms Class M-1 Rating at 'C'
----------------------------------------------
DBRS, Inc., has taken rating actions on 2,034 classes
from 305 U.S. Residential Mortgage-Backed Securities
(RMBS) transactions.  Of the 2,034 classes reviewed, 198
RMBS classes from 89 transactions were downgraded, 66 classes
from 47 transactions were upgraded and the ratings of 1,770
classes from 304 transactions were confirmed.  These classes
were also removed from Under Review with Developing Implications
(see "DBRS Places 6,566 Classes from 576 U.S. RMBS Transactions
Under Review", published on January 23, 2012).

A majority of the U.S. RMBS transactions affected by the rating
actions are backed by residential mortgages from collateral
consisting primarily of subprime, prime and Alt-A products.

The rating actions are a result of DBRS applying its updated U.S.
RMBS Surveillance methodology dated January 23, 2012.  The
methodology describes the application of the DBRS RMBS Insight
model in the surveillance process (see "RMBS Insight: U.S.
Residential Mortgage-Backed Securities Loss Model and Rating
Methodology" on www.dbrs.com).

The downgrades taken reflect a combination of the continued
erosion of credit support in these transactions as a result of
negative trends in delinquency and projected loss activity.  The
transactions that have been upgraded have exhibited positive
performance trends and experienced increases in credit support
sufficient to withstand stresses at their new rating level or
linked to the rating of corporate entities providing credit
support to the tranche or transaction.  For transactions where the
rating has been confirmed, current asset performance and credit
support levels were consistent with the current rating.

The principal methodologies applicable are U.S. RMBS Surveillance
Methodology, dated January 2012 and RMBS Insight: U.S. Residential
Mortgage-Backed Securities Loss Model and Rating Methodology,
dated January 2012, which can be found on DBRS' website under
Methodologies.

Accredited Mortgage Loan Trust 2004-4 Asset-Backed Notes, Series
2004-4, Class M-1 Confirmed C (sf) -- Jan 24, 2012


US RMBS: DBRS Confirms Class M-9 Rating at 'C'
----------------------------------------------
DBRS, Inc., has taken rating actions on 44 classes from 34 U.S.
Residential Mortgage-Backed Securities transactions. Of the 34
transactions reviewed, 32 classes from 22 transactions were
confirmed and 12 classes from 12 transactions were discontinued
due to repayment to note holders.  Forty-two of these classes were
also removed from Under Review with Developing Implications (see
"DBRS Places 6,566 Classes from 576 U.S. RMBS Transactions Under
Review", published on January 23, 2012).

A majority of the U.S. RMBS transactions affected by the rating
actions are backed by residential mortgages from collateral
consisting primarily of subprime, prime and Alt-A products.

The rating actions are a result of DBRS applying its updated U.S.
RMBS Surveillance methodology dated January 23, 2012.  The
methodology describes the application of the DBRS RMBS Insight
model in the surveillance process (see "RMBS Insight: U.S.
Residential Mortgage-Backed Securities Loss Model and Rating
Methodology" on www.dbrs.com).

For transactions where the rating has been confirmed, current
asset performance and credit support levels were consistent with
the current rating or linked to the rating of corporate entities
providing credit support to the tranche or transaction.

The principal methodologies applicable are U.S. RMBS Surveillance
Methodology, dated January 2012 and RMBS Insight: U.S. Residential
Mortgage-Backed Securities Loss Model and Rating Methodology,
dated January 2012, which can be found on DBRS' website under
Methodologies.

Accredited Mortgage Loan Trust 2005-3 Asset-Backed Notes, Series
2005-3, Class M-9 Confirmed C (sf) -- Jan 26, 2012

Bear Stearns Structured Products Inc. RAMP 2004-RZ4 NIM Trust,
Series BSSP 2005-25 NIM Notes, RAMP 2004-RZ4, Series BSSP 2005-25,
Class A-3 Confirmed C (sf) -- Jan 26, 2012

Bear Stearns Structured Products Inc. RAMP 2005-RZ4 NIM Trust,
Series BSSP 2005-33 NIM Notes, RAMP 2005-RZ4, Series BSSP 2005-33,
Class A-3 Confirmed C (sf) -- Jan 26, 2012

Credit Suisse First Boston Mortgage Securities Corp. Adjustable
Rate Mortgage Trust 2005-7 Adjustable Rate Mortgage-Backed Pass-
Through Certificates, Series 2005-7, Class 2-A-X Confirmed C (sf)
-- Jan 26, 2012

Credit Suisse First Boston Mortgage Securities Corp. Adjustable
Rate Mortgage Trust 2005-9 Fixed Rate Mortgage-Backed Pass-Through
Certificates, Series 2005-9, Class 1-A-X Confirmed C (sf) --
Jan 26, 2012

GMACM Home Equity Loan Trust 2005-HE2 GMACM Home Equity Loan-
Backed Term Notes, Series 2005-HE2, Class A-4 Confirmed C (sf) --
Jan 26, 2012

GMACM Home Equity Loan Trust 2005-HE2 GMACM Home Equity Loan-
Backed Term Notes, Series 2005-HE2, Class A-5 Confirmed C (sf) --
Jan 26, 2012

GMACM Home Equity Loan Trust 2005-HE2 GMACM Home Equity Loan-
Backed Term Notes, Series 2005-HE2, Class A-6 Confirmed C (sf) --
Jan 26, 2012

HarborView NIM CI-5 Corp. NIM Notes, Series 2006-SB1, Class N-1
Confirmed C (sf) -- Jan 26, 2012

HarborView NIM CI-5 Corp. NIM Notes, Series 2006-SB1, Class N-2
Confirmed C (sf) -- Jan 26, 2012

HarborView NIM CI-5 Corp. NIM Notes, Series 2006-SB1, Class N-3
Confirmed C (sf) -- Jan 26, 2012

HarborView NIM CI-5 Corp. NIM Notes, Series 2006-SB1, Class N-4
Confirmed C (sf) -- Jan 26, 2012

Impac CMB Grantor Trust 2005-1-3 Collateralized Asset-Backed
Grantor Trust Certificates, Series 2005-1, Class M-3 Confirmed C
(sf) -- Jan 26, 2012

Renaissance Home Equity Loan Trust 2005-2 Home Equity Loan Asset-
Backed Notes, Series 2005-2, Class M-8 Confirmed C (sf) -- Jan 26,
2012

SASCO NIM Company 2006-BC6 & SASCO ARC Corporation NIM Notes,
Series 2006-BC6, Class A Notes Confirmed C (sf) -- Jan 26, 2012

SASCO NIM Company 2006-BC6 & SASCO ARC Corporation NIM Notes,
Series 2006-BC6, Class B Notes Confirmed C (sf) -- Jan 26, 2012

SASCO NIM Company 2006-BC6 & SASCO ARC Corporation NIM Notes,
Series 2006-BC6, Class C Notes Confirmed C (sf) -- Jan 26, 2012

SASCO NIM Company 2007-BC2 & SASCO ARC Corporation NIM Notes,
Series 2007-BC2, Class A Notes Confirmed C (sf) -- Jan 26, 2012

SASCO NIM Company 2007-BC2 & SASCO ARC Corporation NIM Notes,
Series 2007-BC2, Class B Notes Confirmed C (sf) -- Jan 26, 2012

SASCO NIM Company 2007-BC2 & SASCO ARC Corporation NIM Notes,
Series 2007-BC2, Class C Notes Confirmed C (sf) -- Jan 26, 2012

SB Finance NIM Trust 2005-HE4 SB Finance NIM Trust NIM Notes,
Series 2005-HE4 Confirmed C (sf) -- Jan 26, 2012

Securitized Asset Backed NIM Trust 2006-FR2 Securitized Asset-
Backed NIM Notes, Series 2006-FR2 Confirmed C (sf) -- Jan 26, 2012

Securitized Asset Backed NIM Trust 2006-FR3 NIM Notes, Series
2006-FR3 Confirmed C (sf) -- Jan 26, 2012

Securitized Asset Backed NIM Trust 2006-HE1 NIM Notes, Series
2006-HE1 Confirmed C (sf) -- Jan 26, 2012

Securitized Asset Backed NIM Trust 2006-HE2 NIM Notes, Series
2006-HE2 Confirmed C (sf) -- Jan 26, 2012

Securitized Asset Backed NIM Trust 2006-NC2 Securitized Asset-
Backed NIM Notes, Series 2006-NC2 Confirmed C (sf) -- Jan 26, 2012

Structured Asset Securities Corporation Mortgage Loan Trust 2007-
WF2 Mortgage Pass-Through Certificates, Series 2007-WF2, Class M1
Confirmed C (sf) -- Jan 26, 2012

Structured Asset Securities Corporation Mortgage Loan Trust 2007-
WF2 Mortgage Pass-Through Certificates, Series 2007-WF2, Class M5
Confirmed C (sf) -- Jan 26, 2012


US RMBS: DBRS Confirms Rating on 1,539 Classes at 'C'
-----------------------------------------------------
DBRS, Inc. has taken rating actions on 1,539 classes from 233 U.S.
Residential Mortgage-Backed Securities (RMBS) transactions. Of the
1,539 classes reviewed, all classes were confirmed.  The 1,539
classes were also removed from Under Review with Developing
Implications (see "DBRS Places 6,566 Classes from 576 U.S. RMBS
Transactions Under Review", published on January 23, 2012).

A majority of the U.S. RMBS transactions affected by the rating
actions are backed by residential mortgages from collateral
consisting primarily of subprime, prime and Alt-A products.

The rating actions are a result of DBRS applying its updated U.S.
RMBS Surveillance methodology dated January 23, 2012.  The
methodology describes the application of the DBRS RMBS Insight
model in the surveillance process (see "RMBS Insight: U.S.
Residential Mortgage-Backed Securities Loss Model and Rating
Methodology" on www.dbrs.com).

For the confirmed classes, current asset performance and credit
support levels are consistent with the current rating.

The principal methodologies applicable are U.S. RMBS Surveillance
Methodology, dated January 2012 and RMBS Insight: U.S. Residential
Mortgage-Backed Securities Loss Model and Rating Methodology,
dated January 2012, which can be found on DBRS' website under
Methodologies.

ACE Securities Corp. Home Equity Loan Trust, Series 2004-HE4
Asset-Backed Pass-Through Certificates, Series 2004-HE4, Class B
Confirmed C (sf) -- Jan 30, 2012


US RMBS: DBRS Places 'BB' Rating of Class 4-A-2 Under Review
------------------------------------------------------------
DBRS, Inc., has placed 6,566 classes from 576 U.S. Residential
Mortgage-Backed Securities (RMBS) transactions Under Review with
Developing Implications.

The outstanding securities are placed Under Review with Developing
Implications as DBRS applies its updated U.S. RMBS Surveillance
methodology dated January 23, 2012.  The methodology describes the
application of the DBRS RMBS Insight model in the surveillance
process (see "RMBS Insight: U.S. Residential Mortgage-Backed
Securities Loss Model and Rating Methodology" on www.dbrs.com).
DBRS will apply the updated methodology and the RMBS Insight Model
to undertake the re-rating of all the transactions that were
reviewed under the previous U.S. Residential Mortgage-Backed
Securities (RMBS) model.

As the review process progresses, DBRS will disclose the
subsequent rating actions and ratings taken on the outstanding
classes.  DBRS expects current ratings to be either confirmed,
downgraded or upgraded.

The principal methodologies applicable are U.S. RMBS Surveillance
Methodology, dated January 2012 and RMBS Insight: U.S. Residential
Mortgage-Backed Securities Loss Model and Rating Methodology,
dated January 2012, which can be found on DBRS' website under
Methodologies.

2009-1 Note Issuer LLC Series 2009-1 Class 4-A-2 Notes UR-Dev. BB
(high) (sf) -- Jan 23, 2012


VITALITY RE: S&P Gives 'BB+' Rating on Class B Notes
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB+'(sf) and
'BB+'(sf) ratings to the Class A and Class B notes issued by
Vitality Re III Ltd. (Vitality Re III). The notes will cover
claims payments of Health Re Inc. and, ultimately, Aetna Life
Insurance Co. (ALIC; A+/Stable/--), relating to the covered
insurance business to the extent the medical benefit ratio (MBR)
exceeds 103% for the Class A notes and 97% for the Class B notes.
The MBR will be calculated on an annual aggregate basis. Vitality
Re III is a Cayman Islands-exempted company licensed as a
restricted Class B insurer in the Cayman Islands.

"We base our views on the transaction's credit risk on the ratings
on all the parties that can affect the timely payment of interest
and ultimate payment of principal on the notes. Our ratings on the
notes take into account the rating on ALIC as the underlying
ceding insurer. ALIC will make quarterly premium payments to
Health Re under its quota share agreement. Health Re will use
those payments to fulfill its obligations to Vitality Re III. We
rate ALIC 'A+' and the money market funds will be rated 'AAAm'.
The implied ratings on the ceded risk for the Class A notes is
'BBB+' and for the Class B notes is 'BB+'. The ratings on the
notes reflect the lowest of these three ratings, which is
currently the implied ratings on the ceded risk," S&P said.

This will be the third issuance Standard & Poor's rated that
covers medical benefit claims, and each has Aetna as the cedent.

Ratings List

New Ratings

Vitality Re III Ltd.
Class A Notes Series 2012-1              BBB+(sf)
Class B Notes Series 2012-1              BB+(sf)


VANDERBILT MORTGAGE: Moody's Raises Rating of Cl. M-1 Notes to Ba2
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 11
manufactured housing loans-backed securities (MH) aggregating
$118 million from 6 transactions, upgraded the ratings of 3
MH securities aggregating $18 million from 3 transactions,
and confirmed the ratings of 9 MH securities aggregating
$164 million from 7 transactions. Moody's has also withdrawn
the ratings of 20 subordinate tranches aggregating $233 million
from 15 transactions. These tranches are backed by a corporate
guarantee from Vanderbilt's parent, Clayton Homes Inc, whose
rating has recently been withdrawn. The collateral backing
these transactions consists primarily of manufactured housing
mortgage loans issued by Vanderbilt Mortgage and Finance Inc.

RATINGS RATIONALE

The loss projections account for continued weakness in the macro
economy and the recent performance of the sector. Cumulative
losses have increased modestly to approximately 19% and serious
delinquencies, measured as a percentage of outstanding balance,
have remained stable at approximately 3%.

Payment deferrals, a common loss mitigation tool, mask true
delinquencies and can account for up to half of the outstanding
pool balance. Deferments are granted to borrowers who could not
pay the full arrears but have demonstrated the ability to make
future installments. Repayment plans are the capitalization of
past due payments to cure the delinquencies. While deferrals can
reduce overall default rates, deferred accounts that are re-
classified as current are still riskier than loans that have been
contractually current. Re-default rates on deferred accounts are
similar to subprime borrowers at 65%.

To estimate losses, Moody's first forecasted losses on the loans
that had a payment deferral based on 65% re-default rates and 85%
severity assumptions. Secondly, losses were projected on the
remaining loans that have not had any payment deferral based on
Moody's annual conditional prepayment rates (CPR), annual constant
default rates (CDR), and 85% severity assumptions.

The CPR rate is derived from the average of actual CPR observed
over the last six months. The CDR rate is based on pipeline
defaults -- derived from days-aged delinquencies and Moody's
assumptions for default based on days delinquent or REO (15% for
30 days delinquent loans, 30% for 60 days delinquent loans, 90%
for more than 90 days delinquent loans, and 100% for loans in
REO). Moody's has further assumed that both CDR and CPR will
remain constant over the life of each deal. A sudden reversal in
the existing trend of projected prepayments, defaults and losses
is not anticipated for these deals as they are well seasoned.

The losses from loans that had a deferral and those from the
remaining loans based on the CPR-CDR approach are weighed to
calculate the total projected loss for the deal.

The Baa1 (sf) ratings on the securities withdrawn were based on a
corporate guaranty from Vanderbilt's parent, Clayton Homes, Inc.
On November 15, 2011, Moody's withdrew Clayton Homes' long-term
issuer rating of Baa1 due to insufficient or otherwise inadequate
information to support the maintenance of the rating. As the
ratings on the affected Manufactured Housing securities reflected
the strength of the corporate guaranty from Clayton, Moody's has
concluded that with the withdrawal of the long-term rating on
Clayton Homes, it no longer has the ability to assess the value of
this guaranty to these securities. As a result, Moody's is
withdrawing the ratings on these securities. The guaranty is the
primary source of enhancement to these securities. Without this
guaranty many of these securities would see their rating migrate
to Caa1 (sf) or lower.

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.

Rating Actions

To assess the rating implications, Moody's calculated a deal
specific loss projection and compared it to the tranches' credit
enhancement from subordination; excess spread; and reserve account
and third-party support (if any) and the timing of principal
repayment. The actions for bonds rated Aaa, Aa, A, and Baa
considered where full expected principal repayment exceeds 5, 7,
10, and 10 years respectively because of uncertainty of cash flows
and losses.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market. Moody's now
projects house price index to reach a bottom in early 2012, with
approximately 3% remaining decline in 2012, and unemployment rate
to start declining, albeit slowly, as the year progresses.

The principal methodology used in these ratings was "Moody's
Approach to Rating US Residential Mortgage-Backed Securities"
published in December 2008.

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Complete rating actions are:

Issuer: Manufactured Housing Contract Senior/ Subordinate Pass-
Through Certificates, Series 2001-A

Cl. A-5, Downgraded to A2 (sf); previously on Mar 30, 2009
Downgraded to A1 (sf)

Cl. B-2, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

Issuer: Vanderbilt Acquisition Loan Trust (VALT) Manufactured
Housing Contract, Series 2002-1

Cl. A-4, Confirmed at Aaa (sf); previously on Nov 2, 2011 Aaa (sf)
Placed Under Review for Possible Downgrade

Cl. A-5, Downgraded to Aa3 (sf); previously on Nov 2, 2011 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Downgraded to A3 (sf); previously on Nov 2, 2011 A2 (sf)
Placed Under Review for Possible Downgrade

Cl. B-2, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

Issuer: Vanderbilt Mortgage and Finance Inc. 1999A

IA-6, Downgraded to A3 (sf); previously on Nov 2, 2011 A2 (sf)
Placed Under Review for Possible Downgrade

IM-1, Downgraded to Baa3 (sf); previously on Nov 2, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

IB-2, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf) Placed
Under Review for Possible Downgrade

IIB-3, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf) Placed
Under Review for Possible Downgrade

Issuer: Vanderbilt Mortgage and Finance Senior/Subordinate Pass-
Through Certificates, Series 2002-B

Cl. A-5, Confirmed at A1 (sf); previously on Nov 2, 2011 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. M-1, Confirmed at Baa2 (sf); previously on Nov 2, 2011 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. B-2, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

Issuer: Vanderbilt Mortgage and Finance, Inc. 2000A

Cl. IM-1, Confirmed at A2 (sf); previously on Nov 2, 2011 A2 (sf)
Placed Under Review for Possible Downgrade

Cl. IIA-1, Downgraded to Aa1 (sf); previously on Nov 2, 2011 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. IB-2, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

Cl. IIB-3, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

Issuer: Vanderbilt Mortgage and Finance, Inc. 2000-B

Cl. IM-1, Confirmed at Baa2 (sf); previously on Nov 2, 2011 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. IB-2, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

Cl. IIB-3, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

Issuer: Vanderbilt Mortgage and Finance, Inc. 2000-C

Cl. M-1, Upgraded to Ba2 (sf); previously on Dec 16, 2010
Downgraded to B1 (sf)

Cl. B-2, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

Issuer: Vanderbilt Mortgage and Finance, Inc. 2002-C

Cl. M-1, Upgraded to Ba3 (sf); previously on Dec 16, 2010
Downgraded to B1 (sf)

Cl. B-2, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

Issuer: Vanderbilt Mortgage and Finance, Inc. Series 1999-C

IA-5, Downgraded to A3 (sf); previously on Nov 2, 2011 Aa3 (sf)
Placed Under Review for Possible Downgrade

IM-1, Downgraded to Ba1 (sf); previously on Nov 2, 2011 A2 (sf)
Placed Under Review for Possible Downgrade

IB-2, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf) Placed
Under Review for Possible Downgrade

IIB-3, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf) Placed
Under Review for Possible Downgrade

Issuer: Vanderbilt Mortgage and Finance, Inc. Series 1999-D

Cl. IA-5, Downgraded to A2 (sf); previously on Nov 2, 2011 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. IIA-1, Downgraded to Aa1 (sf); previously on Nov 2, 2011 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. IM-1, Downgraded to Ba1 (sf); previously on Nov 2, 2011 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. IB-2, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

Cl. IIB-4, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

Issuer: Vanderbilt Mortgage and Finance, Inc. Series 2001-B

Cl. A-4, Confirmed at Aaa (sf); previously on Nov 2, 2011 Aaa (sf)
Placed Under Review for Possible Downgrade

Cl. B-2, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

Issuer: Vanderbilt Mortgage and Finance, Inc. Series 2001-C

Cl. B-2, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

Issuer: Vanderbilt Mortgage and Finance, Inc. Series 2002-A

Cl. M-1, Upgraded to Ba1 (sf); previously on Dec 16, 2010
Downgraded to B2 (sf)

Cl. B-2, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

Issuer: Vanderbilt Mortgage and Finance, Inc. Series 2003-A

Cl. M-1, Confirmed at Baa2 (sf); previously on Nov 2, 2011 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. B-2, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

Issuer: Vanderbilt Mortgage and Finance, Inc., Series 2000-D

Cl. A-5, Confirmed at Aa3 (sf); previously on Nov 2, 2011 Aa3 (sf)
Placed Under Review for Possible Downgrade

Cl. M-1, Confirmed at Baa1 (sf); previously on Nov 2, 2011 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. B-2, Withdrawn (sf); previously on Nov 18, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade




WACHOVIA BANK: S&P Affirms 'B-' Rating on 2 2007-C30 Cert. Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on the
class A-2 certificate from Wachovia Bank Commercial Mortgage
Trust's series 2007-C30, a U.S. commercial mortgage-backed
securities (CMBS) transaction. "At the same time, we affirmed our
ratings on 14 classes from the same transaction," S&P said.

"We withdrew our rating on the class A-2 certificate after the
class' principal balance was paid in full, as noted in the
transaction's Jan. 18, 2012 trustee remittance report," S&P said.

"Our affirmations reflect our analysis of the remaining assets
in the pool, the transaction structure, and the liquidity
available to the trust. The affirmed ratings also reflect
subordination levels and liquidity support that are consistent
with the outstanding ratings. We affirmed our 'AAA (sf)' ratings
on classes X-P, X-C, and X-W interest-only (IO) certificates 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 1.37x and a loan-to-value (LTV) ratio of 135.3%.
We further stressed the loans' cash flows under our 'AAA' scenario
to yield a weighted average DSC of 0.70x and an LTV ratio of
188.3%. The implied defaults and loss severity under the 'AAA'
scenario were 96.4% and 43.4%. All of the DSC and LTV calculations
we exclude 16 ($1.7 billion, 23.8%) of the transaction's 24
($2.2 billion, 30.4%) assets that are currently with the special
servicer. We separately estimated losses for the specially
serviced assets and included them in the 'AAA' scenario implied
default and loss severity figures," S&P said.

                      Transaction Summary

As of the Jan. 18, 2012 trustee remittance report, the collateral
pool had a trust balance of $7.1 billion, down from $7.9 billion
at issuance. The pool currently includes 231 loans and six REO
assets. The master servicer provided financial information for
98.0% of the loans in the pool: 55.5% was partial-year 2011 data,
39.8% was full-year 2010 data, and 2.7% was partial-year 2010.

"We calculated a weighted average DSC of 1.09x for the pool
based on the reported figures. Our adjusted DSC and LTV ratio
were 1.37x and 135.4%, which exclude 16 ($1.7 billion, 23.8%) of
the transaction's 24 ($2.2 billion, 30.4%) specially serviced
assets. We separately estimated losses for these assets. If we
include the specially serviced assets in our calculation, our
adjusted DSC would be 1.25x. Our adjusted DSC and LTV ratio also
considered a recent appraisal for the Four Seasons Aviara Resort -
Carlsbad, CA ($186.5 million, 2.6%) and in place payments in
lieu of taxes (PILOT) structure for the New York Marriott at
the Brooklyn Bridge loan ($91.3 million, 1.3%). The trust has
experienced $61.1 million in principal losses relating to 15
assets. Sixty-seven loans ($2.1 billion, 29.5%), including three
of the top 10 loans in the pool, are on the master servicer's
watchlist. Fifty-six loans ($3.5 billion, 48.4%) have reported
DSC of less than 1.10x, 36 of which ($2.5 billion, 34.5%) have
reported DSC below 1.00x," S&P said.

                   Summary of Top 10 Loans

"The top 10 loans have an aggregate outstanding trust balance
of $3.8 billion (52.7%). Using servicer-reported numbers, we
calculated a weighted average DSC of 0.91x for the top 10
loans. Our adjusted DSC and LTV ratio for the top 10 loans
were 1.13x and 155.9%, which exclude one ($1.5 billion, 21.0%)
of the transaction's 24 ($2.2 billion, 30.4%) specially serviced
assets. We separately estimated losses for this asset. Four
($913.8 million, 12.8%) of the top 10 loans are on the master
servicer's watchlist and three ($1.9 billion, 26.1%) are with
the special servicer," S&P said.

The Five Times Square loan ($536.0 million, 7.5%), the second-
largest loan in the pool, is on the master servicer's watchlist
due to a low reported DSC. According to the master servicer's
comments, the low DSC is due to the tenant Ernst & Young's
currently lower rental rates, which will begin to increase
starting May 11, 2012, and considered in our analysis. The loan
is secured by a 1.1 million-sq.-ft. office building in the Times
Square area of Manhattan. The reported DSC and occupancy were
1.02x and 100% as of year-end 2010," S&P said.

The Four Seasons Aviara Resort - Carlsbad, CA loan
($186.5 million, 2.6%), the seventh-largest loan in the pool,
is on the master servicer's watchlist because cash flow is
insufficient to pay all operating expenses. The loan is secured
by a 329-room luxury hotel in Carlsbad, Calif. According to the
master servicer's comments, the property performance has improved
modestly in the third quarter of 2011. The loan was modified
Jan. 11, 2011, returned to the master servicer in May 2011, and
has had timely loan payments since its return. The asset was
appraised for $124.4 million as of Sept. 24, 2010.

Also, the property management has changed to the Park Hyatt.

The 9 West 57th Street loan ($100.0 million, 1.4%), the ninth-
largest loan in the pool, is on the master servicer's watchlist
due to an upcoming maturity on Feb. 11, 2012. The loan is secured
by a first lien on a 30-year ground lease in Manhattan. The
reported DSC was 2.17x as of year-to-date Sept. 30, 2011.
According to the master servicer's comments, the loan is
anticipated to pay off.

The New York Marriott at the Brooklyn Bridge loan ($91.3 million,
1.3%), the 10th-largest loan in the pool, is on the master
servicer's watchlist due to a low reported DSC. The loan is
secured by a 656-room full-service hotel in Brooklyn, N.Y. The
reported DSC and occupancy were 1.06x and 83.7%, respectively,
as of year-end 2010. The asset benefits from a PILOT structure
allowing for ground lease payments, which provide for payments
below market-rate real estate taxes during the term of the loan.

                         Credit Considerations

As of the Jan. 18, 2012, trustee remittance report, 21
($2.1 billion, 29.1%) assets in the pool were with the special
servicer, CWCapital Asset Management LLC (CWCapital). According to
the master servicer, Wells Fargo Bank N.A. (Wells Fargo), four
other loans, the One Citizens Plaza loan ($43.5 million, 1.4%),
the Morgan Apartments loan ($33.25 million, 0.5%), the Southland
Mall loan ($15.9 million, 0.2%), and the Florida Department
of Agriculture loan ($4.2 million, 0.1%), were transferred to
the special servicer subsequent to the January 2012 trustee
remittance report's record date. The reported payment status of
the specially serviced assets is: six ($61.5 million, 0.9%) are
real estate owned (REO), five ($1.5 billion, 21.4%) are in
foreclosure, eight ($140.2 million, 2.0%) are nonperforming
matured balloon loans, three ($15.4 million, 0.2%) are three or
more months delinquent, one ($62.1 million, 0.9%) is two months
delinquent, one ($180.0 million, 2.5%) is less than one month
delinquent, and one ($190.0 million, 2.7%) is current. ARAs
totaling $356.0 million were in effect for 12 of the specially
serviced assets. The three largest specially serviced loans are
top 10 loans and are as set forth.

The Peter Cooper Village & Stuyvesant Town Pool loan is the
largest loan with the special servicer and the largest loan in
the pool with a trust balance of $1.5 billion (21.0%) and total
exposure of $1.7 billion. The whole-loan balance is $3.0 billion.
The loan is secured by a 56-building, 110 address apartment
complex consisting of 11,229 market-rent and rent-stabilized
units in New York, N.Y. The loan was transferred CWCapital on
Nov. 6, 2009, for imminent monetary default. The loan was
reported as being in foreclosure as of the Nov. 18, 2011,
remittance report. There is a $312.4 million ARA in effect
against the asset. "The most recent reported DSC was 0.66x as
of year-to-date Sept. 30, 2011. We expect a moderate loss upon
the eventual resolution of this asset," S&P said.

The One Congress Street loan ($190.0 million, 2.7%) is the second-
largest loan with the special servicer and the sixth-largest loan
in the pool. The loan is secured by a 313,527-sq.-ft., class B
office property and nine-level, 2,310-space parking garage in the
Government Center submarket of Boston. The loan was transferred to
the special servicer on Nov. 4, 2011, due to imminent monetary
default. The reported payment status of the loan is current.
CWCapital is still reviewing the loan and property information and
deciding on a resolution strategy. The most recent reported DSC
and occupancy were 0.51x as of year-end 2010 and 28.3% as of
June 30, 2011.

The Bank One Center loan ($180.0 million, 1.3%) is the third-
largest loan with the special servicer and the eighth-largest loan
in the pool. The loan is secured by a 1.5 million-sq.-ft. office
building in Dallas. The loan was transferred to the special
servicer on May 11, 2011, due to imminent monetary default. The
loan's payment status was reported as being less than one month
delinquent. The special servicer is in discussion with the
borrower to modify the loan. The most recent reported DSC and
occupancy were 1.36x as of year-end 2010 and 74.2% as of September
2011.

"The 21 remaining assets with the special servicer have individual
balances that represent less than 0.9% of the total pool balance.
ARAs totaling $43.6 million are in effect against 11 of these
assets. We estimated losses for 15 of the 21 assets to arrive at a
weighted average loss severity of 40.1%. The remaining six loans
are either recent transfers currently being reviewed by the
special servicer (five loans, $101.1 million, 1.4%) or in the
process of being modified (one loan, $3.6 million, 0.05%),
according to the special servicer's comments," S&P said.

"According to the master servicer, six loans totaling $333.9
million (4.2%) were previously with the special servicer and have
since been returned to the master servicer. Pursuant to the
transaction documents, the special servicer is entitled to a
workout fee that is 1.0% of all future principal and interest
payments if the loans perform and remain with the master
servicer," S&P said.

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

           Standard & Poor's 17g-7 Disclosure Report

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

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

            http://standardandpoorsdisclosure-17g7.com

Rating Withdrawn

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2007-C30

            Rating
Class    To        From        Credit enhancement (%)
A-2      NR        AAA (sf)                       N/A

Ratings Affirmed

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2007-C30

Class    Rating                Credit enhancement (%)
A-3      AAA (sf)                               32.30
A-4      AAA (sf)                               32.30
A-PB     AAA (sf)                               32.30
A-5      BBB (sf)                               32.30
A-1A     BBB (sf)                               32.30
A-M      BB (sf)                                21.25
A-MFL    BB (sf)                                21.25
A-J      B (sf)                                 11.86
B        B- (sf)                                11.17
C        B- (sf)                                10.06
D        CCC- (sf)                               9.09
X-P      AAA (sf)                                 N/A
X-C      AAA (sf)                                 N/A
X-W      AAA (sf)                                 N/A

N/A -- Not applicable. NR -- Not rated.


WACHOVIA BANK: S&P Cuts Class N Certificate Rating to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2007-C34, a
U.S. commercial mortgage-backed securities (CMBS) transaction.
"Concurrently, we affirmed our ratings on eight other classes from
the same transaction," S&P said.

"Our rating actions follow our analysis of the transaction
primarily using our U.S. conduit/fusion CMBS criteria. Our
analysis also included a review of the credit characteristics of
the remaining assets in the pool, the deal structure, and the
liquidity available to the trust. The downgrades reflect credit
support erosion that we anticipate will occur upon the eventual
resolution of the 12 ($166.4 million, 11.4%) assets that are
currently with the special servicers, as well as one loan that we
determined to be credit-impaired ($65.0 million, 4.5%). We also
considered the monthly interest shortfalls that are affecting the
trust. We lowered our rating on the class N certificate to 'D
(sf)' because we believe the accumulated interest shortfalls
will remain outstanding for the foreseeable future," S&P said.

"The affirmed ratings on the principal and interest certificates
reflect subordination and liquidity support levels that are
consistent with the outstanding ratings. We affirmed our 'AAA
(sf)' rating on the class IO interest-only (IO) certificate based
on our current criteria," S&P related.

"Using servicer-provided financial information, we calculated
an adjusted debt service coverage (DSC) of 1.28x and a loan-to-
value (LTV) ratio of 120.8%. We further stressed the loans' cash
flows under our 'AAA' scenario to yield a weighted average DSC of
0.80x and an LTV ratio of 174.7%. The implied defaults and loss
severity under the 'AAA' scenario were 88.9% and 49.2%. The DSC
and LTV calculations noted above exclude the 12 ($166.4 million,
11.4%) assets that are currently with the special servicers,
as well as one loan that we determined to be credit-impaired
($65.0 million, 4.5%). We separately estimated losses for these
assets and included them in our 'AAA' scenario implied default
and loss severity figures," S&P said.

"As of the Jan. 18, 2012 trustee remittance report, the trust
had experienced monthly interest shortfalls totaling $177,963.
The current interest shortfalls primarily reflect appraisal
subordinate entitlement reduction (ASER) amounts of $138,661,
and special servicing and workout fees of $35,876. The interest
shortfalls affected all classes subordinate to and including class
N. Class N have experienced accumulated interest shortfalls for
two consecutive months and we expect these interest shortfalls to
remain outstanding for the foreseeable future. Consequently, we
lowered our rating on class N to 'D (sf)'," S&P said.

                     Credit Considerations

As of the Jan. 18, 2012 trustee remittance report, 11 assets
($151.9 million, 10.4%) in the pool were with the special
servicers, CWCapital Asset Management LLC (CWCapital) and Wells
Fargo Bank N.A. (Wells Fargo). The master servicer indicated that
one additional loan, the Lake Forest Park loan ($14.5 million,
1.0%) was transferred to the special servicer subsequent to the
January 2012 trustee remittance report. The reported payment
status of the 12 specially serviced assets is: eight are real
estate owned (REO; $56.9 million, 3.9%), two are 90-plus-days
delinquent ($34.0 million, 2.3%), one is 30 days delinquent
($14.5 million, 1.0%), and one is current ($61.0 million, 4.2%).
Appraisal reduction amounts (ARAs) totaling $34.0 million are in
effect for eight of the specially serviced assets. Details of the
three largest specially serviced assets, one of which is a top 10
loan, are as set forth.

The 2100 Ross loan ($61.0 million, 4.2%) is the fourth-largest
loan in the pool and the largest asset with the special servicer.
The IO loan is secured by a 33-story, 843,728-sq.-ft., office
building constructed in 1982 in Dallas. The loan has a reported
payment status of current and was transferred to the special
servicer, Wells Fargo, on July 1, 2011, due to imminent default
after the borrower requested for a loan modification. The loan
matures on May 11, 2012. Wells Fargo indicated that it has
ordered a new appraisal and is assessing the workout strategy on
this loan. The reported DSC was 1.19x for the nine months ended
Sept. 30, 2011 and occupancy was 67.0%, according to the Nov. 30,
2011 rent roll.  "We expect a moderate loss upon the eventual
resolution of this loan," S&P said.

The West Volusia Towne Centre asset, a 154,594-sq.-ft.
retail center built in 2007 in Orange City, Florida, is the
second-largest asset with the special servicer with a trust
balance of $24.3 million (1.7%) and a total reported exposure
of $25.8 million. The loan was transferred to the special
servicer on Oct. 22, 2009, due to imminent monetary default
and the property became REO on Sept. 14, 2010. Recent financial
reporting information was not available for this asset. The
special servicer,  CWCapital Asset Management LLC, stated that
it is evaluating offers on the property. An ARA of $12.6 million
is in effect against the asset. "We expect a substantial loss
upon the eventual resolution of this asset," S&P said.

"The Barrington loan is the third-largest asset with the special
servicer with a trust balance of $18.0 million (1.2%) and a total
reported exposure of $18.4 million. The loan is secured by 149-
unit apartment complex built in 1987 in Largo, Florida. The loan
has a reported payment status of 90-plus-days delinquent and was
transferred to the special servicer on Dec. 16, 2011, due to
imminent monetary default. The loan matures on May 1, 2012. The
most recent reported DSC was 0.83x as of Dec. 31, 2010. The
special servicer stated that it is evaluating various workout
strategies on this loan. We expect a moderate loss upon the
eventual resolution of this loan," S&P said.

"The nine remaining assets with the special servicer have
individual balances that represent less than 1.2% of the total
pooled trust balance. ARAs totaling $21.4 million are in effect
against eight of these assets. We estimated losses for the nine
remaining assets, arriving at a weighted-average loss severity of
57.5%," S&P said.

"In addition to the specially serviced assets, we determined the
Sheraton Park Hotel - Anaheim, CA loan ($65.0 million, 4.5%), the
third-largest loan in the pool, to be credit-impaired due to a low
reported DSC. The loan is also on the master servicer's watchlist
due to a low reported DSC, which was 0.35x for the nine months
ended Sept. 30, 2011. The loan is secured by a 490-room full-
service hotel constructed in 1971 and renovated in 2006 in
Anaheim, Calif. The hotel is within walking distance from
Disneyland and adjacent to the Anaheim Convention Center. The
reported occupancy was 69.7% as of Oct. 31, 2011. The loan has a
reported current payment status. Given the low reported DSC and
occupancy, we view this loan to be at an increased risk of default
and loss," S&P said.

                     Transaction Summary

As of the Jan. 18, 2012 trustee remittance report, the collateral
pool had an aggregate trust balance of $1.46 billion, down from
$1.48 billion at issuance. The pool comprises 105 loans and eight
REO assets, the same as at issuance. The master servicer, also
Wells Fargo, provided financial information for 92.6% of the loans
in the pool, the majority of which reflected full-year 2010
data and nine months-ended Sept. 30, 2011 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 were 1.28x and 120.8%. Our adjusted figures exclude
the 12 ($166.4 million, 11.4%) assets that are currently with the
special servicers, as well as one loan that we determined to be
credit-impaired ($65.0 million, 4.5%). We separately estimated
losses for these assets and included them in our 'AAA' scenario
implied default and loss severity figures. Twenty-one loans
($452.9 million, 31.1%) in the pool are on the master servicer's
watchlist, including four of the top 10 loans, which we discuss
in detail below. Thirteen loans ($218.2 million, 15.0%) have a
reported DSC of less than 1.10x, 11 of which ($190.0 million,
13.0%) have a reported DSC of less than 1.00x," S&P said.

                       Summary of Top 10 Loans

"The top 10 loans have an aggregate outstanding pooled balance
of $623.9 million (42.8%). Using servicer-reported numbers, we
calculated a weighted average DSC of 1.26x for nine of the top 10
loans. The remaining top 10 loan ($61.0 million, 4.2%) is with the
special servicer. Our adjusted DSC and LTV ratio for nine of the
top 10 loans, excluding the specially serviced loan, were 1.12x
and 139.7%. Four of the top 10 loans ($306.0 million, 21.0%) are
on the master servicer's watchlist. One of these loans, the
Sheraton Park Hotel - Anaheim, CA loan, is discussed. Details
of the remaining three top 10 loans on the master servicer's
watchlist are as set forth," S&P said.

The Ashford Hospitality Pool 5 loan ($158.1 million, 10.8%) is the
largest loan in the pool and the largest loan on the watchlist.
The loan is secured by a five-property hotel portfolio totaling
1,141-room in New Jersey, Texas, Pennsylvania and Arizona. The
loan appears on the master servicer's watchlist because of a low
reported combined DSC, which was 1.23x for the nine months ended
Sept. 30, 2011. The reported combined occupancy was 66.0% as of
June 30, 2011.

Two ($8.6 million, 0.6%) of the 14 cross-collateralized and
cross-defaulted loans that make up the Cole Reit Portfolio loan
($46.6 million, 3.2%), the sixth-largest loan in the pool, are
on the master servicer's watchlist due to single tenant, Borders
Group Inc., vacating two of the properties following its Feb. 16,
2011, chapter 11 bankruptcy filing. The loan is secured by 14
cross-collateralized and cross- defaulted single tenant occupied
retail properties totaling 511,741 sq. ft. in Montana, Texas,
South Dakota, Pennsylvania, North Carolina, South Carolina, Ohio,
Florida, Louisiana, Wisconsin, and Indiana. The reported combined
DSC was 1.72x as of year-end 2010, and combined occupancy was
91.2%, according to the Nov. 9, 2011 rent rolls.

The Mallard Glen Apartments loan ($36.3 million, 2.5%) is the
seventh-largest loan in the pool and the third-largest loan on
the master servicer's watchlist. The loan is secured by a 460-
unit, low-rise apartment complex in Charlotte, North Carolina.
The loan appears on the master servicer's watchlist because of a
low reported DSC, which was 0.86x as of the nine months ended
Sept. 30, 2011. Occupancy was 97.2%, according to the Sept. 30,
2011, rent roll. The loan's payment status was reported as late
but less than 30-days as of the Jan. 18, 2012, trustee remittance
report.

"Standard & Poor's stressed the pool collateral according to its
criteria. The resultant credit enhancement levels are consistent
with our lowered and affirmed ratings," S&P said.

             Standard & Poor's 17g-7 Disclosure Report

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

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

           http://standardandpoorsdisclosure-17g7.com

Ratings Lowered

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2007-C34
               Rating
Class     To          From         Credit enhancement (%)
B         B+ (sf)     BB- (sf)                     12.95
C         B (sf)      B+ (sf)                      11.80
D         B (sf)      B+ (sf)                      10.66
E         B- (sf)     B+ (sf)                       9.90
F         CCC+ (sf)   B (sf)                        9.01
G         CCC (sf)    B (sf)                        7.87
H         CCC- (sf)   B- (sf)                       6.60
J         CCC- (sf)   B- (sf)                       5.33
K         CCC- (sf)   CCC+ (sf)                     4.32
L         CCC- (sf)   CCC (sf)                      3.55
N         D (sf)      CCC- (sf)                     2.67

Ratings Affirmed

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2007-C34

Class     Rating    Credit enhancement (%)
A-2       AAA (sf)                   30.46
A-PB      AAA (sf)                   30.46
A-3       A (sf)                     30.46
A-1A      A (sf)                     30.46
A-M       BBB- (sf)                  20.31
A-J       BB (sf)                    14.22
M         CCC- (sf)                   3.17
IO        AAA (sf)                     N/A

N/A -- Not applicable.


* S&P Cuts Ratings on 87 Classes From 22 Tobacco Securitizations
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 87
classes from 22 tobacco settlement securitizations backed by
payments from participating tobacco manufacturers under the
Master Settlement Agreement (MSA). "At the same time, we removed
83 of the lowered ratings from CreditWatch negative. In addition,
we affirmed our ratings on 47 classes from 11 transactions and
removed three of the affirmed ratings from CreditWatch negative,"
S&P said.

Tobacco settlement securitizations are backed by payments
that participating manufacturers (PMs) make under the MSA. The
four largest U.S. tobacco companies (original participating
manufacturers or OPMs) and the attorneys general of 46 U.S.
states originally signed the MSA in 1998. Additional tobacco
companies (subsequent participating manufacturers or SPMs)
joined the MSA since that time. The MSA requires the OPMs and
SPMs (collectively, the PMs) to make settlement payments to
each state annually, in perpetuity. According to the agreement,
the actual tobacco consumption in the U.S. and the PMs' market
share  primarily determine the settlement payment amount. Any
PM defaults and any disputed payments withheld by a PM will
affect the actual settlement amount that each state will be
able to receive. Following the MSA signing, many state and local
governments securitized all or a portion of their rights to
receive future settlement proceeds by selling such rights to
investors in exchange for a lump sum payment at the time of the
sale.

"Because these tobacco settlement-backed securitizations do not
have any recourse back to the respective state, county, or city,
our ratings do not reflect our view of the credit strength of the
geographic location that securitized the payment streams," S&P
said.

"The ratings actions address the status of each of the
transactions with ratings placed on CreditWatch with negative
implications on Oct. 28, 2011, following implementation of updated
criteria for these transactions. Over the next month, we will
review the transactions with ratings that we did not place on
CreditWatch in October to assess whether they can maintain their
current ratings under the updated criteria. We expect this review
to prompt few, if any, additional rating actions," S&P said.

"Under the Oct. 28, 2011 criteria update Standard & Poor's revised
its base-case assumptions ('B' rating case) and stress-case
assumptions (higher than a 'B' rating) for factors that affect the
cash flow amount available to pay interest and principal on the
outstanding securities in our analysis of the transactions," S&P
said. The changes included:

    "PM disputed amounts -- we changed our assumption for the PM
    disputed amounts to 15% from our previous assumption of 10%,"
    S&P said.

    "Disputed amount recovery assumptions -- we lowered our
    recovery assumptions to 50%-75% from 80%-90% of the original
    disputed amounts in our nonparticipating manufacturer (NPM)
    adjustment liquidity stress. We also tier these recovery rates
    based on the rating assigned to the class of notes we are
    analyzing; we subject higher rated classes to lower recovery
    rate assumptions," S&P said.

    "Volume decline assumptions for U.S. cigarette sales -- we are
    extending our 3.5% cigarette volume decline assumption another
    year. Our base-case projections are that shipments will likely
    decline 3.5% in 2011, between 3.25% and 3.75% in 2012, and
    then between 2.75% and 3.25% annually thereafter," S&P said.

"Each of the adjustments to the criteria mentioned above reflect
Standard & Poor's views regarding U.S. cigarette shipment volume
changes and market share assumptions for different domestic
cigarette manufacturers under different rating scenarios. These
assumptions affect the cash flow projections that the tobacco
settlement-backed securitizations receive in our analysis of the
Transactions," S&P said.

               Methodology And Cash Flow Analysis

"Standard & Poor's ran cash flow models under various stress
scenarios for each of the 22 transactions reviewed. As part of
this analysis, we applied sensitivity analysis to the cigarette
volume decline, participating manufacturer bankruptcy, and NPM
adjustment liquidity tests. We affirmed our ratings on classes
that demonstrated the ability to make timely interest and
principal payments under all three stress scenarios commensurate
with the current ratings. We lowered our ratings on classes that
were unable to make timely interest and ultimate principal
payments under the most stressful of the range of assumptions for
a specific rating level. We also performed additional inflation
sensitivity analysis to assess whether certain classes that were
unable to pass our base-case stress tests were able to make timely
interest and ultimate principal payments if inflation rose several
times during the life of the transaction," S&P said.

"The classes we downgraded to the 'CCC' category were almost all
capital appreciation bonds (CABs). In the event the subordinate
CAB classes, which generally do not receive interest until all
senior classes are paid in full, were not passing at the 'B' level
and the cash flow model output resulted in very little to no
interest paid on these classes, we lowered them to the 'CCC'
category. These CAB classes typically have long-dated maturities
(often more than 30 years from now), which add uncertainties,
including inflation greater than 3%, stabilization in consumption,
etc.," S&P said

                      Notable Events

"Standard & Poor's also noted several occurrences in 2011 that
affected the performance of tobacco-settlement backed securities
and, in our view, have the potential to affect cash flow going
forward. Most notable was Philip Morris USA's (PM USA) decision to
pay its disputed portion of the NPM adjustment into the disputed
account rather than into the MSA," S&P said.

2011 was also the year the 2010 census data affected the
percentage allocation for the California county securitizations.
This is described in further detail later in this release.

                        Description

"The steeper-than-average decline in cigarette shipments continued
in 2010, the most recent year for which data is available. We
believe the combination of the higher prices of cigarettes as a
result of the federal excise tax increase of 2009 and the current
macroeconomic environment contributed to this above average 6.37%
decline. The combination of this decline, PM USA's withheld
funds, and our revised assumptions on the percent of MSA disputed
and withheld payments, as well as the lower recovery rates on
those amounts, resulted in a significant reduction in available
cash flow to the securitizations," S&P said.

"This decline in cash flow and our criteria revision largely
affected our ratings on the subordinated turbo and CAB classes in
transactions originated since 2005. The 2007 deals, for example,
were typically structured to withstand approximately a 4%
breakeven decline in consumption volume for the life of the
transactions. This does not include the CABS, which were typically
structured to withstand approximately a 3.25% break-even decline.
According to the transactions documents, such structures are
assumed to receive full MSA payments under the original
projection. However, during the years 2009 and 2010 the actual
declines were 9.3% and 6.37%, and the average decline since 2007
has been 6.07%. As these securitizations are sensitive to
reductions in cash flow early in the life of the transaction, the
2007-vintage transactions were affected the most," S&P said.

"Therefore, the payments in these transactions fell behind their
original projections. Some of the transactions with sinking funds
were not able to adhere to their sinking fund schedules and a few
began drawing on their liquidity reserve accounts. Our ratings on
the reviewed transactions, however, do not address a transaction's
ability to make scheduled sinking fund payments, as failure to
make these payments does not generally constitute an event of
default according to most of the reviewed transactions' documents.
This is true for all but the two most recent tobacco settlement
securitizations: Railsplitter (issued December 2010) and Tobacco
Securitization Authority (issued November 2011), where we rate to
the sinking fund schedule as well," S&P said.

"Generally, the reviewed tobacco settlement-backed securitizations
contain at least two of the three bond types described earlier,
serial maturity, turbo (with or without a sinking schedule), and
capital appreciation bonds (CABs). Typically, serial maturity
bonds, usually most senior in the structure and with the earliest
maturity dates, represent a small percentage of the total
outstanding, and the cash flow outputs for these securities do not
exhibit high sensitivity to the change in assumptions or a one-
time steep decline in cigarette consumption. This is because these
transactions generally have sizable reserve accounts available to
cover expenses, interest payments, and payments at maturity.
Sinking fund turbo bonds, on the other hand, represent a much
larger percentage of the currently outstanding senior bonds in
these transactions. Within sinking fund turbo bonds, class size,
legal maturity, and the amount of room for deviation from initial
projections play a role in our current projected performance for
these securitizations. The most senior current interest turbo bond
typically captures all remaining cash flow after interest and
serial maturities payments, to pay down its principal. This
feature may help support a slightly higher rating on these classes
than the subordinated sinking fund/turbo bonds," S&P said.

"The CABs, which accrete and only pay interest when all senior
classes are paid in full, performed poorly under our stressed
scenarios. One of the sensitivity analyses performed includes
varying the rate of inflation above the 3% minimum at different
periods in the transaction's life. We downgraded to the 'CCC'
category the CAB classes we found to pay little or no interest
even with this additional inflation credit," S&P said.

"As described in our criteria, two of the stress scenarios applied
in our cash flow model assumptions are volume decline and the NPM
stress. In all cases, the NPM stress and recovery assumption have
the largest impact on the cash flows compared with the volume
decline stress and PM default stress. We may raise our ratings on
the applicable notes if an NPM resolution occurs sooner than our
assumption or with a greater recovery (or both)," S&P said.

"Some of the transactions that originated in the early to mid
2000s benefited from the sinking fund or turbo redemption feature
described in the transaction documents. The redemptions helped
these securitizations to pay down their liabilities more rapidly
when volume decline in cigarette consumption was lower than recent
in years, tobacco manufacturers' market share was relatively
stable, and fewer PMs were withholding their disputed amount.
Therefore, these transactions were able to build a cushion against
the recent steep volume declines, which allowed these deals to
better withstand our stress scenarios with our revised
assumptions. The deals that originated in 2006 and 2007, however,
did not have an opportunity to pay down at a faster pace because
cigarette consumption declined steeply soon after origination,"
S&P said.

"Changes also occurred among the percent of tobacco settlement
revenues (TSRs) allocated to the California counties and select
cities. The allocation per county reflects the relative population
share. This is adjusted every 10 years based on the U.S. Decennial
Census. Most of the TSRs for each of the California counties was
initially based on the 2000 census. Currently, however, each
county is entitled to a new determined percentage of the state's
total TSR receipts using the 2010 census data released date," S&P
said. This table shows the change in allocation percentage using
the 2000 and 2010 census data:

Locale                                          To         From
Tobacco Securitization
Authority of Southern California,               3.739%      3.738%
San Diego

Gold Country Settlement Funding Corp.           0.421%      0.329%

California County Tobacco
Securitization Agency
(Kern County)                                   1.014%      0.879%
(Sonoma County)                                 0.585%      0.609%
(Fresno County)                                 1.124%      1.062%

Tobacco Securitization Corp.
of Northern California (Sacramento County)      1.714%      1.625%

Although the changes in these percentages are relatively small,
they did affect the ratings on several of the securitizations.

New York Counties Tobacco Trust IV issued the bonds pursuant
to an indenture, between and among each of the 10 tobacco asset
securitization corporations (TASCs) and trustee. The bonds
represent a direct pass-through interest in corresponding tobacco
settlement asset-backed bonds issued by 10 TASCs on behalf of
their counties in New York State. Due to the pass-through nature
of the structure, the obligations of each of the 10 counties are
several, not joint, and the underlying bonds are not subject to
cross default.

"All of the 10 TASCs pledged 100% of their TSRs. The TSRs
acquired by such TASC from the related county, along with
other accounts and earnings thereon, constitute the security
and a source of payment for its TASC bonds. Each TASC also
maintains an independent reserve account, which it can only use
for the obligations of the respective county. As a result, this
transaction's ability to pay off its debt depends on each county's
ability to pay off its own portion of debt. A weak cash flow from
one county can undermine the transaction's ability to pay off the
overall debt even though all the other counties' cash flow remains
strong. The classes from the New York Counties Tobacco IV
transaction that we lowered exhibited an inability to make
principal payments by their legal maturities at their original
rating levels," S&P said.

                  Standard & Poor's 17g-7 Disclosure Report

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

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

            http://standardandpoorsdisclosure-17g7.com

Rating Actions

Buckeye Tobacco Settlement Financing Authority
$5.532 bil tobacco settlement asset-backed bonds series 2007
                   Sale amount       Rating
Class    Maturity   (mil. $)  To           From
2007 A1  06/01/12   4.48      BBB (sf)     BBB (sf)
2007-A1  06/01/12   15.82     BBB (sf)     BBB (sf)
2007-A1  06/01/13   12.23     BBB (sf)     BBB (sf)
2007-A1  06/01/14   24.00     BBB (sf)     BBB (sf)
2007-A1  06/01/15   26.64     BBB (sf)     BBB (sf)
2007 A1  06/01/16   35.00     BBB (sf)     BBB (sf)
2007-A1  06/01/17   39.00     BBB (sf)     BBB (sf)
2007 A2  06/01/24   949.53    B- (sf)      BB- (sf)/Watch Neg
2007-A2  06/01/24   200.00    B- (sf)      BB- (sf)/Watch Neg
2007 A2  06/01/30   687.60    B- (sf)      BB- (sf)/Watch Neg
2007 A2  06/01/34   505.20    B- (sf)      BB- (sf)/Watch Neg
2007-A3  06/01/37   274.75    B- (sf)      BB- (sf)/Watch Neg
2007 A2  06/01/42   250.00    B- (sf)      BB- (sf)/Watch Neg
2007 A2  06/01/47   1383.72   B- (sf)      BB- (sf)/Watch Neg
2007 A2  06/01/47   750.00    B- (sf)      BB- (sf)/Watch Neg

California County Tobacco Securitization Agency (Fresno County
Tobacco Funding Corp.)
$92.955 mil tobacco settlement asset backed bonds series 2002
                Sale amount       Rating
Class    Maturity  (mil. $) To             From
2012     06/01/12  1.19     BBB (sf)       BBB (sf)
2013     06/01/13  1.24     BBB (sf)       BBB (sf)
2014     06/01/14  1.29     BBB (sf)       BBB (sf)
2015     06/01/15  1.34     BBB (sf)       BBB (sf)
2023     06/01/23  17.04    BBB (sf)       BBB (sf)
2027     06/01/27  12.23    BBB (sf)       BBB (sf)
2035     06/01/35  35.27    BBB (sf)       BBB (sf)/ Watch Neg
2038     06/01/38  18.50    BBB (sf)       BBB (sf)/ Watch Neg

California County Tobacco Securitization Agency (Gold Country
Settlement Funding Corp.) $59.372 mil tobacco settlement asset
backed bonds, gold county settlement funding corp., series 2006
                Sale amount        Rating
Class    Maturity   (mil. $)  To           From
2006A    06/01/46   45.00     CCC (sf)     B- (sf)/Watch Neg
2006B    06/01/33   14.37     CCC (sf)     B- (sf)/Watch Neg

California County Tobacco Securitization Agency (Kern County
Tobacco Funding Corp.) $105.245 mil tobacco settlement asset-
backed bonds
                Sale amount        Rating
Class    Maturity   (mil. $)  To           From
2002B    06/01/29   27.88     B (sf)       BBB (sf)/Watch Neg
2002B    06/01/37   29.01     B- (sf)      BBB (sf)/Watch Neg
2002A    06/01/43   40.96     B- (sf)      BBB (sf)/Watch Neg

California County Tobacco Securitization Agency (Sonoma County
Securitization Corp.) $83.06 mil tobacco settlement asset backed
refunding bonds Sonoma county securitization corp. series 2005
                Sale amount       Rating
Class   Maturity  (mil. $) To             From
2005    06/01/21  14.84    BB+ (sf)       BBB (sf)
2005    06/01/26  9.92     B- (sf)        BBB (sf)/Watch Neg
2005    06/01/38  31.05    B- (sf)        BBB (sf)/Watch Neg
2005    06/01/45  27.26    B- (sf)        BBB- (sf)/Watch Neg

Children's Trust
$1.171 bil tobacco settlement asset-backed bonds series 2002
                Sale amount        Rating
Class    Maturity   (mil. $)  To           From
2012     05/15/12   13.81     BBB (sf)     BBB (sf)
2013     05/15/13   15.51     BBB (sf)     BBB (sf)
2014     05/15/14   17.27     BBB (sf)     BBB (sf)
2033     05/15/33   471.11    BBB (sf)     BBB (sf)
2039     05/15/39   310.38    BB+ (sf)     BBB (sf)/Watch Neg
2043     05/15/43   296.26    BB  (sf)     BBB (sf)/Watch Neg

Erie Tobacco Asset Securitization Corp.
$318.835 mil tobacco settlement asset backed bonds series 2005
                Sale amount      Rating
Class    Maturity   (mil. $)  To           From
2005 E   06/01/28   69.47     BBB (sf)     BBB (sf)
2005-A   06/01/31   30.33     BB+ (sf)     BBB (sf)/ Watch Neg
2005 A   06/01/38   74.69     BB- (sf)     BBB (sf)/ Watch Neg
2005 A   06/01/45   111.48    B+ (sf)      BBB (sf)/ Watch Neg


Golden State Tobacco Securitization Corp.
$4.447 bil tobacco settlement asset backed bonds series 2007
               Sale amount        Rating
Class    Maturity   (mil. $)  To           From
2007A-1  06/01/12   18.71     BBB (sf)    BBB (sf)
2007A-1  06/01/12   20.47     BBB (sf)    BBB (sf)
2007A-1  06/01/13   6.39      BBB (sf)    BBB (sf)
2007A-1  06/01/13   11.65     BBB (sf)    BBB (sf)
2007A-1  06/01/14   20.57     BBB (sf)    BBB (sf)
2007A-1  06/01/15   23.19     BBB (sf)    BBB (sf)
2007A-1  06/01/16   28.87     BBB (sf)    BBB (sf)
2007A-1  06/01/17   5.14      BBB (sf)    BBB (sf)
2007A-1  06/01/17   27.25     BBB (sf)    BBB (sf)
2007A-1  06/01/27   863.10    B (sf)       BBB- (sf)/Watch Neg
2007A-1  06/01/33   610.53    B- (sf)      BB+ (sf)/Watch Neg
2007A-1  06/01/47   693.58    B- (sf)      BB+ (sf)/Watch Neg
2007A-1  06/01/47   1250.00   B- (sf)      BB+ (sf)/Watch Neg
2007A-2  06/01/37   389.19    B- (sf)      BB+ (sf)/Watch Neg
2007-B   06/01/47   271.96    CCC+ (sf)    B (sf)/Watch Neg
2007-C   06/01/47   78.55     CCC (sf)     B- (sf)/Watch Neg

Iowa Tobacco Settlement Authority
$838.962 mil tobacco settlement authority (Iowa) series 2005 A B C
D
                Sale amount       Rating
Class    Maturity   (mil. $)  To           From
2005A    06/01/23   229.91    BB+ (sf)     BBB (sf)/Watch Neg
2005B    06/01/34   159.37    B+ (sf)      BBB (sf)/Watch Neg
2005C    06/01/38   103.48    B+ (sf)      BBB (sf)/Watch Neg
2005C    06/01/42   135.12    B+ (sf)      BBB (sf)/Watch Neg
2005C    06/01/46   174.13    B+ (sf)      BBB (sf)/Watch Neg
2005D    06/01/46   15.78     B- (sf)      BB+ (sf)/Watch Neg

Michigan Tobacco Settlement Finance Authority
$490.501 mil taxable tobacco settlement asset backed bonds series
2006 A B C
                Sale amount       Rating
Class    Maturity   (mil. $)  To           From
2006 A   06/01/34   363.12    B- (sf)      BB+ (sf)/Watch Neg

Michigan Tobacco Settlement Finance Authority
$522.992 mil tobacco settlement asset backed bonds series 2007 A B
C
                Sale amount        Rating
Class    Maturity   (mil. $)  To           From
2007-A   06/01/22   57.19     B- (sf)      BBB (sf)/Watch Neg
2007-A   06/01/22   20.00     B- (sf)      BBB (sf)/Watch Neg
2007-A   06/01/34   112.86    B- (sf)      BB (sf)/Watch Neg
2007-A   06/01/48   290.09    B- (sf)      BB (sf)/Watch Neg
2007-B   06/01/52   35.65     CCC+ (sf)    B (sf)/Watch Neg
2007-C   06/01/52   7.22      CCC (sf)     B- (sf)/Watch Neg

Nassau County Tobacco Settlement Corp.
$431.043 mil tobacco settlement asset backed bonds series 2006
                Sale amount        Rating
Class    Maturity   (mil. $)  To           From
2006A-1  06/01/21   42.65     B+ (sf)      BBB (sf)/Watch Neg
2006A-2  06/01/26   37.91     B- (sf)      BBB (sf)/Watch Neg
2006A-3  06/01/35   97.01     B- (sf)      BBB- (sf)/Watch Neg
2006A-3  06/01/46   194.54    B- (sf)      BB- (sf)/Watch Neg

New York Counties Tobacco Trust IV
$539.197 mil tobacco settlement pass-through bonds
               Sale amount      Rating
Class   Maturity    (mil. $)  To           From
2005A   06/01/21    6.97      BBB (sf)     BBB (sf)
2005A   06/01/26    4.52      BBB (sf)     BBB (sf)
2005B   06/01/27    54.61     BB+ (sf)     BBB (sf)
2005A   06/01/38    16.59     BB (sf)      BBB (sf)
2005A   06/01/45    83.88     B- (sf)      BB (sf)/Watch Neg
2005A   06/01/42    84.98     B- (sf)      BBB- (sf)/Watch Neg
2010 A  06/01/41    124.40    B- (sf)      BB+ (sf)/Watch Neg

Rockland Tobacco Asset Securitization Corp.
$47.75 mil tobacco settlement asset backed bonds series 2001
                Sale amount     Rating
Class    Maturity  (mil. $) To             From
2012     08/15/12  0.34     BBB (sf)       BBB (sf)
2013     08/15/13  0.38     BBB (sf)       BBB (sf)
2025     08/15/25  12.01    BB+ (sf)       BBB (sf)
2035     08/15/35  15.23    B (sf)         BBB (sf)/Watch Neg
2043     08/15/43  18.62    B (sf)         BBB (sf)/Watch Neg

Tobacco Securitization Corp. of Northern California
$255.487 mil asset backed bonds series 2005A-1 series 2005A-2
series 2005B
series 2005C(Sacramento County)
                Sale amount       Rating
Class    Maturity  (mil. $) To             From
2005A-1  06/01/23  45.83    B+ (sf)        BBB (sf)/Watch Neg
2005A-2  06/01/27  12.47    B+ (sf)        BBB (sf)/Watch Neg
2005A-1  06/01/38  87.29    B- (sf)        BB (sf)/Watch Neg
2005A-1  06/01/45  86.57    B- (sf)        BB- (sf)/Watch Neg
2005B    06/01/45  11.67    CCC+ (sf)      B (sf)/Watch Neg
2005C    06/01/45  11.66    CCC (sf)       B- (sf)/Watch Neg

Tobacco Securitization Authority of Southern California
$583.631 mil tobacco asset backed bonds (San Diego County) Series
2006
                Sale amount       Rating
Class    Maturity  (mil. $) To             From
2006A    06/01/25  111.86   BBB (sf)       BBB (sf)
2006A    06/01/37  186.44   BB+ (sf)       BBB (sf)/Watch Neg
2006A    06/01/46  236.31   B+ (sf)        BBB (sf)/Watch Neg
2006B    06/01/46  19.77    CCC+ (sf)      BB- (sf)/Watch Neg
2006C    06/01/46  8.69     CCC (sf)       B+ (sf)/Watch Neg
2006D    06/01/46  20.57    CCC (sf)       B- (sf)/Watch Neg

Tobacco Settlement Financing Corp. (Rhode Island)
$685.39 mil tobacco settlement asset backed bonds series 2002A and
2002B
                Sale amount       Rating
Class    Maturity  (mil. $) To             From
2002-A   06/01/23  109.77   BBB (sf)       BBB (sf)
2002-A   06/01/32  168.26   BBB (sf)       BBB (sf)/Watch Neg
2002-A   06/01/42  371.70   BB (sf)        BBB (sf)/Watch Neg

Tobacco Settlement Financing Corp. (Rhode Island)
$194.31 mil tobacco settlement asset backed bonds series 2007
                Sale amount       Rating
Class    Maturity  (mil. $) To             From
2007A    06/01/52  176.97   CCC+ (sf)      B (sf)/Watch Neg
2007B    06/01/52  17.34    CCC (sf)       B- (sf)/Watch Neg

Tobacco Settlement Financing Corp. (New Jersey)
$3.622 bil tobacco settlement asset backed bonds series 2007-1
               Sale amount       Rating
Class    Maturity (mil. $) To              From
2007-1A  06/01/12  17.86   BBB (sf)        BBB (sf)
2007-1A  06/01/13  19.77   BBB (sf)        BBB (sf)
2007-1A  06/01/14  21.77   BBB (sf)        BBB (sf)
2007-1A  06/01/15  23.83   BBB (sf)        BBB (sf)
2007-1A  06/01/16  26.19   BBB (sf)        BBB (sf)
2007-1A  06/01/17  28.67   BBB (sf)        BBB (sf)
2007-1A  06/01/18  34.15   BBB (sf)        BBB (sf)
2007-1A  06/01/19  36.47   BBB (sf)        BBB (sf)
2007-1A  06/01/23  623.71  B (sf)          BBB (sf)/Watch Neg
2007-1A  06/01/26  287.62  B- (sf)         BBB (sf)/Watch Neg
2007-1A  06/01/29  332.27  B- (sf)         BBB- (sf)/Watch Neg
2007-1A  06/01/34  672.95  B- (sf)         BB+ (sf)/Watch Neg
2007-1A  06/01/41  1263.59 B- (sf)         BB- (sf)/Watch Neg
2007-1B  06/01/41  126.20  CCC+ (sf)       B (sf)/Watch Neg
2007-1C  06/01/41  59.79   CCC (sf)        B- (sf)/Watch Neg

Tobacco Settlement Financing Corp. (Virginia)
$1.149 bil tobacco settlement asset backed bonds series 2007
                Sale amount       Rating
Class    Maturity  (mil. $) To             From
2007A-1  06/01/46  682.65   B- (sf)        BB (sf)/Watch Neg
2007B-1  06/01/47  335.63   B- (sf)        BB- (sf)/Watch Neg
2007B-2  06/01/47  26.81    B- (sf)        BB- (sf)/Watch Neg
2007-C   06/01/47  77.10    CCC+ (sf)      B+ (sf)/Watch Neg
2007D    06/01/47  27.09    CCC (sf)       B- (sf)/Watch Neg

Tobacco Settlement Finance Authority (West Virginia)
$911.142 mil taxable tobacco settlement asset backed bonds series
2007
                   Sale amount      Rating
Class    Maturity  (mil. $) To             From
2007A    06/01/47  845.81   B- (sf)        BB+ (sf)/Watch Neg
2007B    06/01/47  65.33    CCC (sf)       B (sf)/Watch Neg

TSASC Inc.
$1.354 bil tobacco settlement asset backed bonds series 2006-1
               Sale amount       Rating
Class   Maturity  (mil. $) To              From
2006    06/01/22  284.07   BB+ (sf)        BBB (sf)/Watch Neg
2006    06/01/26  137.77   B+ (sf)         BBB (sf)/Watch Neg
2006    06/01/34  372.65   B (sf)          BBB (sf)/Watch Neg
2006    06/01/42  559.03   B- (sf)         BBB- (sf)/Watch Neg

Westchester Tobacco Asset Securitization Corp.
$216.6 mil tobacco settlement asset backed bonds series 2005
               Sale amount         Rating
Class   Maturity  (mil. $) To             From
2005    06/01/21  29.60    BBB (sf)       BBB (sf)
2005    06/01/26  24.10    BBB (sf)       BBB (sf)
2005    06/01/38  81.20    BBB (sf)       BBB (sf)
2005    06/01/45  81.70    BB+ (sf)       BBB- (sf)/Watch Neg


* S&P Lowers Ratings on 8 Classes from 6 RMBS Transactions
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
eight classes from six U.S. residential mortgage-backed
securities (RMBS) transactions and removed five of the ratings
from CreditWatch with negative implications. "Concurrently,
we affirmed our ratings on 85 classes from four of these
transactions and from 27 additional transactions and removed
three of them from CreditWatch negative. We also withdrew our
ratings on two classes from one transaction due to payment in
full (see list). The transactions in this review are backed by
second-lien high combined-loan-to-value (HCLTV), closed-end
second-lien (CES), or home-equity line of credit (HELOC)
mortgage loans and were issued from 2001 through 2007," S&P
said.

"The downgrades reflect our belief that projected credit
enhancement for the affected classes will likely be insufficient
to cover the projected losses at the previous rating levels,
while the affirmations reflect our belief that projected credit
enhancement available for the affected classes will likely be
sufficient to cover our projected losses at the current rating
levels. Some classes may also benefit from bond insurance. In
these cases, the long-term rating on the bond reflects the higher
of the rating of the bond insurer and the underlying credit rating
on the security without the benefit of bond insurance," S&P said.

"We reviewed the transactions issued before 2004 in accordance
with our 'Methodology and Assumptions For U.S. RMBS Issued
Before 2005' criteria, published March 12, 2009, and 'Rating
Assumptions For U.S. Second-Lien HCLTV, Home Improvement, And
Home Improvement/Title One RMBS Transactions' criteria, published
April 2, 2009. As such, we subjected delinquent loans to a 100%
default likelihood distributed evenly over a period of six months.
We also applied a loss severity (loss given default) of 100%,
which we applied to all transactions backed predominantly by
second liens," S&P said.

"Due to the extended seasoning and longevity of transactions
outstanding that closed in 2004, we also applied the above-
mentioned 'Methodology and Assumptions For U.S. RMBS Issued
Before 2005' criteria when reviewing transactions issued in 2004
in lieu of the criteria described in 'How Standard & Poor's Is
Revising Its Loss Curves For U.S. Closed-End Second-Lien RMBS,'
published Dec. 20, 2007, 'Loss Curve Applied to U.S. HELOC RMBS
Issued in 2004-2007,' published May 22, 2008, and the U.S. Second-
Lien HCLTV criteria referenced in 'Rating Assumptions For U.S.
Second-Lien HCLTV, Home Improvement, And Home Improvement/Title
One RMBS Transactions.' Due to the length of the loss curve we
typically apply to 2004-vintage transactions, in conjunction with
transaction seasoning, we believe that the application of the
pre-2004 criteria was more appropriate for our review of the
transactions that closed in 2004," S&P said.

"For the remaining transactions within this review issued between
2005 and 2007, we used the greater of (i) the losses provided in
'Assumptions: Revised Lifetime Loss Projections For U.S. Closed-
End Second-Lien And HELOC RMBS Transactions Issued In 2005, 2006,
And 2007,' published Dec. 21, 2009, (ii) the losses projected in
accordance with the criteria applied for 2004 and prior vintages,
and (iii) the losses projected in accordance with the second-lien
loss curve described in 'Rating Assumptions For U.S. Second-Lien
HCLTV, and Home Improvement RMBS Transactions,' published April 2,
2009, 'Loss Curve Applied to U.S. HELOC RMBS Issued in 2004-2007,'
published May 22, 2008, and 'How Standard & Poor's Is Revising
Its Loss Curves For U.S. Closed-End Second-Lien RMBS,' published
Dec. 20, 2007. We also used the second-lien loss curve for the
timing of losses for mortgage pools that were seasoned less than
76 months, regardless of the methodology applied to project the
dollar loss. Since the curve only extends over 82 months, we
applied losses for a minimum of six months, distributed evenly,
for mortgage pools that were seasoned more than 76 months," S&P
said.

"Extended loan seasoning and updated performance data was a
driving factor in the application of different methodologies
for certain transactions. As such, on Dec. 27, 2011, we
published 'Advance Notice Of Proposed Criteria Change:
Surveillance Methodology And Assumptions For U.S. RMBS
Transactions Backed By Second-Lien Mortgage Loans,' in which
we provided notice that we expect to update our methodology
and assumptions to consider the extended seasoning of these
transactions compared with our existing methodology. As a result,
the application of the forthcoming criteria update could result
in additional ratings changes for RMBS backed by second-lien
loans," S&P said.

"We evaluated all transactions with our 'middle' interest rate
vectors. For HELOC transactions, however, we also used our 'low'
interest rate vectors. In general, the bonds in these transactions
receive interest indexed to one-month LIBOR, while the underlying
loans pay interest indexed to the prime rate. The difference
between the two indices can result in excess interest, which can
contribute to a considerable portion of the credit support for
these transactions. Therefore, we use the 'low' interest rate
vectors to stress the amount of excess interest produced, as these
vectors have the lowest overall differential between LIBOR and the
prime rate," S&P said.

"In order for a class to maintain a rating higher than 'B', we
assessed whether the class could withstand losses exceeding the
remaining base-case loss assumptions at a percentage specific
to each rating category, up to 150% of remaining losses for an
'AAA' rating. For example, in general, we would assess whether one
class could withstand approximately 110% of our remaining base-
case loss assumption to maintain a 'BB' rating, while we would
assess whether a different class could withstand approximately
120% of our remaining base-case loss assumption to maintain a
'BBB' rating. Each class with an affirmed 'AAA' rating can, in our
view, withstand approximately 150% of our remaining base-case loss
assumption under our analysis," S&P said.

"Subordination, overcollateralization (prior to its depletion),
excess spread, and bond insurance, when applicable, provide credit
support for the affected transactions, S&P said.

             Standard & Poor's 17g-7 Disclosure Report

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

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

           http://standardandpoorsdisclosure-17g7.com

Rating Actions

GMACM Home Equity Loan Trust 2001-HE2
Series      2001-HE2
                               Rating
Class      CUSIP       To                   From
I-A-1      361856BH9   CC (sf)              BBB (sf)/Watch Neg

GSAA Home Equity Trust 2006-S1
Series      2006-S1
                               Rating
Class      CUSIP       To                   From
II-M-1     40051CAR8   AA+ (sf)             AA+ (sf)/Watch Neg
II-M-2     40051CAS6   CC (sf)              A- (sf)/Watch Neg

Home Equity Mortgage Trust 2006-2
Series      2006-2
                               Rating
Class      CUSIP       To                   From
1P         225470Y56   NR                   BB (sf)
2P         225470Y98   NR                   CCC (sf)

Home Loan Trust 2005-HI2
Series      2005-H12
                               Rating
Class      CUSIP       To                   From
M-9        76110VRT7   B+ (sf)              BBB- (sf)

MSCC HELOC Trust 2007-1
Series      2007-1
                               Rating
Class      CUSIP       To                   From
A          55352RAA6   BB+ (sf)             BBB (sf)

Residential Funding Mortgage Securities II Inc.
Series      2004-HS2
                               Rating
Class      CUSIP       To                   From
A-1-4      76110VQJ0   B (sf)               BBB (sf)/Watch Neg
A-1-5      76110VQK7   B (sf)               BBB- (sf)/Watch Neg
A-1-6      76110VQL5   B (sf)               BBB- (sf)/Watch Neg

Structured Asset Securities Corporation Mortgage Loan Trust 2005-
S7
Series      2005-S7
                               Rating
Class      CUSIP       To                   From
A2         863576DT8   AAA (sf)             AAA (sf)/Watch Neg
M1         863576DU5   AA (sf)              AA (sf)/Watch Neg

Structured Asset Securities Corporation Mortgage Loan Trust 2006-
S1
Series      2006-S1
                               Rating
Class      CUSIP       To                   From
A1         86359DXC6   CCC (sf)             BB (sf)

Ratings Affirmed

Bear Stearns Second Lien Trust 2007-SV1
Series      2007-SV1
Class      CUSIP       Rating
A-1        07401UAA1   B (sf)
A-2        07401UAB9   CCC (sf)
A-3        07401UAU7   CCC (sf)
M-1        07401UAC7   CC (sf)

CWABS Inc.
Series      2002-S4
Class      CUSIP       Rating
A-5        126671UD6   AAA (sf)

A-IO       126671UE4   AAA (sf)
M-1        126671UF1   AA (sf)
M-2        126671UG9   CC (sf)

CWHEQ Revolving Home Equity Loan Trust, Series 2005-E
Series      2005-E
Class      CUSIP       Rating
1-A        126685AG1   B (sf)
2-A        126685AH9   B (sf)

CWHEQ Revolving Home Equity Loan Trust, Series 2007-G
Series      2007-G
Class      CUSIP       Rating
A          23242JAA6   BB (sf)
M-1        23242JAB4   BB- (sf)
M-2        23242JAC2   B (sf)
M-3        23242JAD0   B- (sf)
M-4        23242JAE8   CCC (sf)
M-5        23242JAF5   CCC (sf)
M-6        23242JAG3   CCC (sf)
M-7        23242JAH1   CC (sf)

First Franklin Mortgage Loan Trust 2004-FFB
Series      2004-FFB
Class      CUSIP       Rating
M-4        22541SRC4   A (sf)
M-5        22541SRD2   CC (sf)

GMACM Home Equity Loan Trust 2001-HE2
Series      2001-HE2
Class      CUSIP       Rating
II-A-7     361856BG1   BBB (sf)

GRMT Mortgage Loan Trust 2001-1
Series      2001-1
Class      CUSIP       Rating
A-5NAS     36226MAE3   AA+ (sf)
M-1        36226MAF0   A (sf)
M-2        36226MAG8   BBB (sf)
B          36226MAH6   BB (sf)

GSAA Home Equity Trust 2006-S1
Series      2006-S1
Class      CUSIP       Rating
I-A-1      40051CAA5   CCC (sf)

Home Equity Loan Trust 2005-HS1
Series      2005-HS1
Class      CUSIP       Rating
A-I-3      76110VRW0   BBB- (sf)
A-I-4      76110VRX8   CC (sf)
A-I-5      76110VRY6   CC (sf)
A-II       76110VRZ3   CC (sf)

Home Equity Mortgage Trust 2006-2
Series      2006-2
Class      CUSIP       Rating
1A-1       225470W25   CC (sf)
1A-2       225470W33   CC (sf)
1A-3       225470W41   CC (sf)
2-A1       225470W58   CCC (sf)

Home Loan Trust 2001-HI4
Series      2001-HI4
Class      CUSIP       Rating
A-7        76110VHJ0   BBB (sf)

Home Loan Trust 2002-HI1
Series      2002-HI1
Class      CUSIP       Rating
A-7        76110VHS0   BBB (sf)

Home Loan Trust 2002-HI2
Series      2002-HI2
Class      CUSIP       Rating
A-I-7      76110VJQ2   BBB (sf)
A-II       76110VJN9   BBB (sf)

Home Loan Trust 2002-HI3
Series      2002-HI3
Class      CUSIP       Rating
A-7        76110VJX7   B+ (sf)

Home Loan Trust 2005-HI2
Series      2005-H12
Class      CUSIP       Rating
A-4        76110VRH3   AAA (sf)
A-5        76110VRJ9   AAA (sf)
M-1        76110VRK6   AA+ (sf)
M-2        76110VRL4   AA (sf)
M-3        76110VRM2   AA- (sf)
M-4        76110VRN0   AA- (sf)
M-5        76110VRP5   A+ (sf)
M-6        76110VRQ3   A- (sf)
M-7        76110VRR1   BBB+ (sf)
M-8        76110VRS9   BBB (sf)

Home Loan Trust 2006-HI2
Series      2006-HI2
Class      CUSIP       Rating
A-3        437185AC5   A (sf)
A-4        437185AD3   CC (sf)

Home Loan Trust 2006-HI3
Series      2006-HI3
Class      CUSIP       Rating
A-3        43718NAC6   A (sf)
A-4        43718NAD4   B (sf)

Home Loan Trust 2006-HI4
Series      2006-HI4
Class      CUSIP       Rating
A-3        43718MAC8   BBB- (sf)
A-4        43718MAD6   CC (sf)

Home Loan Trust 2006-HI5
Series      2006-HI5
Class      CUSIP       Rating
A-2        43718VAB0   A (sf)
A-3        43718VAC8   BBB (sf)
A-4        43718VAD6   CC (sf)

Home Loan Trust 2007-HI1
Series      2007-HI1
Class      CUSIP       Rating
A-2        43718WAB8   A (sf)
A-3        43718WAC6   BBB (sf)
A-4        43718WAD4   CC (sf)

IndyMac Residential Asset-Backed Trust, Series 2004-LH1
Series      2004-LH1
Class      CUSIP       Rating
A          456606GK2   B (sf)

Irwin Home Equity Loan Trust 2007-1
Series      2007-1
Class      CUSIP       Rating
IIA-1      46412RAB1   B (sf)
IIA-2      46412RAC9   CCC (sf)
IIA-3      46412RAD7   CCC (sf)
IIA-4      46412RAE5   CCC (sf)

Irwin Whole Loan Home Equity Trust 2002-A
Series      2002-A
Class      CUSIP       Rating
I A-1      464187AA1   BBB (sf)
II M-1     464187AF0   AA+ (sf)
II M-2     464187AG8   A (sf)
II B-1     464187AH6   BB (sf)

MSDWCC HELOC Trust 2005-1
Series      2005-1
Class      CUSIP       Rating
Notes      55353WAC0   BBB (sf)

Residential Funding Mortgage Securities II Inc.
Series      2004-HS2
Class      CUSIP       Rating
A-II       76110VQM3   B (sf)


SBI HELOC Trust 2005-1
Series      2005-1
Class      CUSIP       Rating
A          80585DAA4   AA- (sf)

SBI Home Equity Loan Trust 2006-1
Series      2006-1
Class      CUSIP       Rating
2A         78402TAE6   AA- (sf)

Structured Asset Securities Corporation Mortgage Loan Trust 2005-
S6
Series      2005-S6
Class      CUSIP       Rating
A2         86359DTQ0   BBB (sf)
M1         86359DTR8   CCC (sf)

Terwin Mortgage Trust 2004-10SL
Series      2004-10SL
Class      CUSIP       Rating
B-1        881561KQ6   BBB (sf)
B-2        881561KR4   BBB- (sf)

Terwin Mortgage Trust 2005-11
Series      2005-11
Class      CUSIP       Rating
I-A-1b     881561YB4   AAA (sf)
I-G        881561YU2   AAA (sf)
1-M-1a     881561YD0   BBB (sf)
II-A-2     881561C69   AAA (sf)


* S&P Lowers Ratings on 50 Classes from 22 1999-2007 RMBS Deals
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 50
classes from 22 U.S. residential mortgage-backed securities (RMBS)
transactions and removed eight of them from CreditWatch with
negative implications. "Additionally, we affirmed our ratings
on 214 classes from the 40 transactions in this review and removed
two of them from CreditWatch negative. We also withdrew our rating
on one class from one of the reviewed transactions based on
application of our interest-only (IO) criteria. All of the
transactions in this review were backed by subprime mortgage loan
collateral issued from 1999 through 2007, except for RAMP Series
2004-SL1 Trust, which is backed by both subprime and prime jumbo
mortgage loan collateral," S&P said.

"The downgrades reflect our belief that projected credit
enhancement for the affected classes will be insufficient to cover
the projected losses we applied at the applicable rating stresses.
For certain classes, the downgrades incorporated our interest
shortfall criteria," S&P said.

"The affirmations reflect our belief that projected credit
enhancement available for the affected classes will be sufficient
to cover our projected losses at the current rating levels," S&P
said.

"The rating withdrawal reflects the application of our IO
criteria," S&P said.

"In order to maintain a 'B' rating on a class for collateral that
is not prime jumbo, we assessed whether, in our view, a class
could absorb the remaining base-case loss assumptions we used in
our analysis. In order to maintain a rating higher than 'B', we
assessed whether the class could withstand losses exceeding our
remaining base-case loss assumptions at a percentage specific to
each rating category, up to 150% for a 'AAA' rating. For example,
in general, we would assess whether one class could withstand
approximately 110% of our remaining base-case loss assumptions to
maintain a 'BB' rating, while we would assess whether a different
class could withstand approximately 120% of our remaining base-
case loss assumptions to maintain a 'BBB' rating. Each class
with an affirmed 'AAA' rating can, in our view, withstand
approximately 150% of our remaining base-case loss assumptions
under our analysis. In the case of prime jumbo collateral, in
order to maintain a 'BB', we assessed whether a class could
withstand 127% of our remaining base-case loss assumptions, while
a class with a 'BBB' rating is assessed to withstand approximately
154% of the remaining base-case. Each prime jumbo class with an
affirmed 'AAA' rating can withstand approximately 235% of our
remaining base-case loss assumptions.Subordination,
overcollateralization, and excess spread, when applicable, provide
credit support for the affected transactions," S&P said.

          Standard & Poor's 17g-7 Disclosure Report

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

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

          http://standardandpoorsdisclosure-17g7.com

Rating Actions

ABFC 2004-OPT1 Trust
Series      2004-OPT1
                               Rating
Class      CUSIP       To                   From
M-2        04542BFB3   BB- (sf)             A- (sf)
M-3        04542BFC1   B- (sf)              B+ (sf)
M-4        04542BFD9   CCC (sf)             B- (sf)
M-5        04542BFE7   CC (sf)              CCC (sf)

ABFS Mortgage Loan Trust 2003-2
Series      2003-2
                               Rating
Class      CUSIP       To                   From
M          000759DM9   B+ (sf)              BB- (sf)

Ameriquest Mortgage Securities Inc.
Series      2004-R12
                               Rating
Class      CUSIP       To                   From
A-1        03072SXA8   A+ (sf)              AAA (sf)/Watch Neg
A-4        03072SXN0   A+ (sf)              AAA (sf)/Watch Neg
M-1        03072SXD2   A+ (sf)              AA+ (sf)/Watch Neg

Ameriquest Mortgage Securities Trust 2006-R2
Series      2006-R2
                               Rating
Class      CUSIP       To                   From
M-4        03072S2A2   CC (sf)              CCC (sf)

Asset Backed Securities Corporation Home Equity Loan Trust Series
NC 2006-HE2
Series      NC2006-HE2
                               Rating
Class      CUSIP       To                   From
A1A        04541GWC2   CC (sf)              CCC (sf)

Bear Stearns Asset Backed Securities Trust 2003-ABF1
Series      2003-ABF1
                               Rating
Class      CUSIP       To                   From
M          07384YLG9   B+ (sf)              BB- (sf)

Carrington Mortgage Loan Trust, Series 2006-FRE1
Series      2006-FRE1
                               Rating
Class      CUSIP       To                   From
A-2        144538AB1   B- (sf)              B (sf)/Watch Neg
M-2        144538AF2   CC (sf)              CCC (sf)

C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-SP1
Series      2007-SP1
                               Rating
Class      CUSIP       To                   From
A-4        1248MAAD9   AAA (sf)             AAA (sf)/Watch Neg
M-2        1248MAAF4   CCC (sf)             B- (sf)
M-5        1248MAAL1   CC (sf)              CCC (sf)

CitiFinancial Mortgage Securities Inc.
Series      2003-3
                               Rating
Class      CUSIP       To                   From
MF-2       17306UBL1   BB+ (sf)             A- (sf)
MF-3       17306UBM9   CC (sf)              CCC (sf)
MV-3       17306UBS6   CC (sf)              CCC (sf)

CWABS, Inc.
Series      2003-BC6
                               Rating
Class      CUSIP       To                   From
M-3        126671X27   B- (sf)              B (sf)
M-2        126671W93   BBB- (sf)            BBB+ (sf)

First Franklin Mortgage Loan Trust 2004-FF7
Series      2004-FF7
                               Rating
Class      CUSIP       To                   From
M2         32027NLB5   BB+ (sf)             A- (sf)
M3         32027NLC3   B- (sf)              BB (sf)
M4         32027NLD1   CCC (sf)             B- (sf)
M6         32027NLF6   CC (sf)              CCC (sf)

GSAMP Trust 2003-SEA
Series      2003-SEA
                               Rating
Class      CUSIP       To                   From
B-2        36228FVL7   B- (sf)              B (sf)

GSAMP Trust 2004-OPT
Series      2004-OPT
                               Rating
Class      CUSIP       To                   From
M-2        36242DNV1   B- (sf)              B+ (sf)
M-3        36242DNW9   CCC (sf)             B- (sf)

Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2002-A
Series      SPMD2002-A
                               Rating
Class      CUSIP       To                   From
AF-4       43708AAD4   AA+ (sf)             AAA (sf)/Watch Neg

Merrill Lynch Mortgage Investors Trust Series 2004-SL1
Series      2004-SL1
                               Rating
Class      CUSIP       To                   From
S          59020UEK7   NR                   BBB- (sf)

New Century Home Equity Loan Trust Series 2003-B
Series      2003-B
                               Rating
Class      CUSIP       To                   From
M-2        64352VET4   BB (sf)              BBB- (sf)
M-5        64352VEW7   CC (sf)              CCC (sf)

Ownit Mortgage Loan Trust
Series      2004-1
                               Rating
Class      CUSIP       To                   From
M-2        691215AE7   A (sf)               AA+ (sf)
M-3        691215AF4   CCC (sf)             B- (sf)

People's Choice Home Loan Securities Trust Series 2004-2
Series      2004-2
                               Rating
Class      CUSIP       To                   From
M2         71085PAW3   A (sf)               A+ (sf)

Popular ABS Mortgage Pass-Through Trust 2005-5
Series      2005-5
                               Rating
Class      CUSIP       To                   From
AF-3       73316PGG9   B (sf)               B+ (sf)
AF-4       73316PGH7   B- (sf)              B (sf)
AF-5       73316PGJ3   B- (sf)              B (sf)
AF-6       73316PGK0   B- (sf)              B (sf)
MF-1       73316PGL8   CC (sf)              CCC (sf)

RAMP Series 2004-SL1 Trust
Series      2004-SL1
                               Rating
Class      CUSIP       To                   From
A-III      760985W49   BBB+ (sf)            AA (sf)
A-PO       7609852H3   BB- (sf)             AA+ (sf)
M-I-1      760985Z46   AA- (sf)             AA (sf)
M-I-2      760985Z53   BBB+ (sf)            A+ (sf)
M-I-3      760985Z61   BB+ (sf)             A (sf)
M-I-4      760985Z79   BB- (sf)             BBB+ (sf)
M-I-5      760985Z87   B (sf)               BB (sf)

RASC Series 2004-KS12 Trust
Series      2004-KS12
                               Rating
Class      CUSIP       To                   From
M-2        76110WK96   CC (sf)              CCC (sf)

Saxon Asset Securities Trust 2002-2
Series      2002-2
                               Rating
Class      CUSIP       To                   From
AF-5       805564LU3   AA+ (sf)             AAA (sf)/Watch Neg
AF-6       805564LV1   AA+ (sf)             AAA (sf)/Watch Neg
AV         805564LW9   AA+ (sf)             AAA (sf)/Watch Neg
M-1        805564LY5   B (sf)               B (sf)/Watch Neg

Structured Asset Securities Corp.
Series      2004-SC1
                               Rating
Class      CUSIP       To                   From
A          86359BYT2   CCC (sf)             B- (sf)

RATINGS AFFIRMED

ABFC 2004-OPT1 Trust
Series      2004-OPT1
Class      CUSIP       Rating
M-1        04542BFA5   AA (sf)
M-6        04542BFF4   CC (sf)

ABFS Mortgage Loan Trust 2003-2
Series      2003-2
Class      CUSIP       Rating
A          000759DL1   AAA (sf)
B          000759DN7   CC (sf)

Ameriquest Mortgage Securities Inc.
Series      2004-R12
Class      CUSIP       Rating
M-2        03072SXE0   B+ (sf)
M-3        03072SXF7   B- (sf)
M-4        03072SXG5   CCC (sf)
M-5        03072SXH3   CC (sf)
M-6        03072SXJ9   CC (sf)
M-7        03072SXK6   CC (sf)
M-8        03072SXL4   CC (sf)
M-9        03072SXM2   CC (sf)
M-10       03072SXP5   CC (sf)

Ameriquest Mortgage Securities Inc.
Series      2005-R9
Class      CUSIP       Rating
AV-1       03072SN92   AAA (sf)
AV-2B      03072SP33   AAA (sf)
AV-2C      03072SP41   AAA (sf)
AF-3       03072SP74   AAA (sf)
AF-4       03072SP82   AAA (sf)
AF-5       03072SP90   AAA (sf)
AF-6       03072SQ24   AAA (sf)
M-1        03072SQ32   B- (sf)
M-2        03072SQ40   CC (sf)
M-3        03072SQ57   CC (sf)
M-4        03072SQ65   CC (sf)
M-5        03072SQ73   CC (sf)

Ameriquest Mortgage Securities Trust 2006-R2
Series      2006-R2
Class      CUSIP       Rating
A-1        03072SZ32   AAA (sf)
A-2B       03072SZ57   AAA (sf)
A-2C       03072SZ65   AAA (sf)
M-1        03072SZ73   BBB+ (sf)
M-2        03072SZ81   B- (sf)
M-3        03072SZ99   CCC (sf)
M-5        03072S2B0   CC (sf)
M-6        03072S2C8   CC (sf)

Amortizing Residential Collateral Trust 2002-BC1
Series      2002-BC1
Class      CUSIP       Rating
A          86358RYG6   AAA (sf)
M1         86358RYJ0   CCC (sf)
M2         86358RYK7   CC (sf)
B          86358RYL5   CC (sf)

Asset Backed Securities Corporation Home Equity Loan Trust Series
NC 2006-HE2
Series      NC2006-HE2
Class      CUSIP       Rating
A1         04541GWB4   B- (sf)
A3         04541GWE8   CCC (sf)
A4         04541GWF5   CCC (sf)

Bear Stearns Asset Backed Securities I Trust 2004-FR1
Series      2004-FR1
Class      CUSIP       Rating
M-2        073879DF2   AA (sf)
M-3        073879DG0   BBB+ (sf)
M-4        073879DH8   CCC (sf)
M-5        073879DJ4   CC (sf)
M-6        073879DK1   CC (sf)
M-7        073879DL9   CC (sf)

Bear Stearns Asset Backed Securities I Trust 2005-HE3
Series      2005-HE3
Class      CUSIP       Rating
M-2        073879RX8   A (sf)
M-3        073879RY6   BBB- (sf)
M-4        073879RZ3   CCC (sf)
M-5        073879SA7   CC (sf)
M-6        073879SB5   CC (sf)

Bear Stearns Asset Backed Securities I Trust 2005-HE4
Series      2005-HE4
Class      CUSIP       Rating
M-1        073879TT5   AA (sf)
M-2        073879TU2   B- (sf)
M-3        073879TV0   CCC (sf)
M-4        073879TW8   CC (sf)
M-5        073879TX6   CC (sf)

Bear Stearns Asset Backed Securities Trust 2003-ABF1
Series      2003-ABF1
Class      CUSIP       Rating
A          07384YLE4   AAA (sf)

Carrington Mortgage Loan Trust, Series 2006-FRE1
Series      2006-FRE1
Class      CUSIP       Rating
A-3        144538AC9   CCC (sf)
A-4        144538AD7   CCC (sf)
M-1        144538AE5   CCC (sf)
M-3        144538AG0   CC (sf)
M-4        144538AH8   CC (sf)
M-5        144538AJ4   CC (sf)

C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-SP1
Series      2007-SP1
Class      CUSIP       Rating
A-2        1248MAAB3   AAA (sf)
A-3        1248MAAC1   AAA (sf)
M-1        1248MAAE7   BBB- (sf)
M-3        1248MAAG2   CCC (sf)
M-4        1248MAAJ6   CCC (sf)
M-6        1248MAAN7   CC (sf)
M-7        1248MAAQ0   CC (sf)

CitiFinancial Mortgage Securities Inc.
Series      2003-3
Class      CUSIP       Rating
AF-4       17306UBH0   AAA (sf)
AF-5       17306UBJ6   AAA (sf)
MF-1       17306UBK3   AA (sf)

CWABS Asset Backed Certificates Trust 2005-12
Series      2005-12
Class      CUSIP       Rating
1-A-3      126670EA2   AAA (sf)
1-A-4      126670EB0   AAA (sf)
1-A-5      126670EC8   AAA (sf)
1-A-6      126670ED6   AAA (sf)
2-A-3      126670EG9   AAA (sf)
2-A-4      126670EH7   A- (sf)
2-A-5      126670EJ3   AAA (sf)
3-A        126670EX2   AAA (sf)
4-A        126670EY0   A- (sf)
M-1        126670EK0   BB (sf)
M-2        126670EL8   B- (sf)
M-3        126670EM6   CCC (sf)
M-4        126670EN4   CCC (sf)
M-5        126670EP9   CC (sf)
M-6        126670EQ7   CC (sf)
M-7        126670ER5   CC (sf)
M-8        126670ES3   CC (sf)
B          126670ET1   CC (sf)

CWABS, Inc.
Series      2003-3
Class      CUSIP       Rating
M-1        126671D60   B (sf)
1-A-5      126671C95   AAA (sf)
1-A-6      126671D29   AAA (sf)
2-A-2      126671D45   AAA (sf)
3-A        126671D52   AAA (sf)
M-2        126671D78   CCC (sf)
M-3        126671D86   CCC (sf)
M-4        126671D94   CC (sf)
M-5        126671E28   CC (sf)
M-6        126671E36   CC (sf)

CWABS, Inc.
Series      2003-BC6
Class      CUSIP       Rating
M-1        126671W85   AA+ (sf)
M-4        126671X35   CCC (sf)
M-5        126671X43   CC (sf)

First Alliance Mortgage Loan Trust 1999-2
Series      1999-2
Class      CUSIP       Rating
A-1        31846LCF1   AA (sf)

First Franklin Mortgage Loan Trust 2004-FF7
Series      2004-FF7
Class      CUSIP       Rating
A1         32027NKV2   AAA (sf)
A5         32027NKZ3   AAA (sf)
M1         32027NLA7   AA+ (sf)
M5         32027NLE9   CCC (sf)
M7         32027NLG4   CC (sf)
M8         32027NLH2   CC (sf)
M9         32027NLJ8   CC (sf)

GSAMP Trust 2003-SEA
Series      2003-SEA
Class      CUSIP       Rating
A-1        36228FVH6   AAA (sf)
M-1        36228FVJ2   BB+ (sf)
B-1        36228FVK9   BB- (sf)
B-3        36228FVM5   B- (sf)

GSAMP Trust 2004-OPT
Series      2004-OPT
Class      CUSIP       Rating
A-1        36242DNQ2   AAA (sf)
A-4        36242DNT6   AAA (sf)
M-1        36242DNU3   AA+ (sf)
B-1        36242DNX7   CCC (sf)
B-2        36242DNY5   CC (sf)
B-3        36242DNZ2   CC (sf)

GSAMP Trust 2004-SEA1
Series      2004-SEA1
Class      CUSIP       Rating
A-1B       36228FL53   AAA (sf)
A-2        36228FP26   AA- (sf)
M-1        36228FL61   CCC (sf)
M-2        36228FL79   CC (sf)
B-1        36228FL87   CC (sf)
B-2        36228FL95   CC (sf)

Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2002-A
Series      SPMD2002-A
Class      CUSIP       Rating
M-1        43708AAG7   BB (sf)
M-2        43708AAH5   CC (sf)

IXIS Real Estate Capital Trust 2006-HE1
Series      2006-HE1
Class      CUSIP       Rating
A-3        45071KDD3   CCC (sf)

IXIS Real Estate Capital Trust 2006-HE2
Series      2006-HE2
Class      CUSIP       Rating
A-3        46602WAC8   CCC (sf)
A-4        46602WAD6   CCC (sf)

IXIS Real Estate Capital Trust 2007-HE1
Series      2007-HE1
Class      CUSIP       Rating
A1         45073DAA6   CCC (sf)
A2         45073DAB4   CCC (sf)
A3         45073DAC2   CCC (sf)
A4         45073DAD0   CCC (sf)

Merrill Lynch Mortgage Investors Trust Series 2004-SL1
Series      2004-SL1
Class      CUSIP       Rating
B-2        59020UEP6   BBB- (sf)

Morgan Stanley Home Equity Loan Trust 2005-1
Series      2005-1
Class      CUSIP       Rating
M-1        61744CLE4   AA+ (sf)
M-2        61744CLF1   AA (sf)
M-3        61744CLG9   AA- (sf)
M-4        61744CLH7   BBB- (sf)
M-5        61744CLJ3   CC (sf)
M-6        61744CLK0   CC (sf)

New Century Home Equity Loan Trust Series 2003-B
Series      2003-B
Class      CUSIP       Rating
M-4        64352VEV9   CCC (sf)
M-1        64352VES6   AA (sf)
M-3        64352VEU1   B- (sf)
M-6        64352VEX5   CC (sf)

Option One Mortgage Loan Trust 2005-1
Series      2005-1
Class      CUSIP       Rating
A-1A       68389FGE8   AAA (sf)
A-1B       68389FGF5   AAA (sf)
A-4        68389FGJ7   AAA (sf)
M-1        68389FGK4   B (sf)
M-2        68389FGL2   CCC (sf)
M-3        68389FGM0   CCC (sf)
M-4        68389FGN8   CC (sf)
M-5        68389FGP3   CC (sf)
M-6        68389FGQ1   CC (sf)
M-7        68389FGR9   CC (sf)
M-8        68389FGS7   CC (sf)
M-9        68389FGT5   CC (sf)

Ownit Mortgage Loan Trust
Series      2004-1
Class      CUSIP       Rating
B-1        691215AG2   CC (sf)
B-2        691215AH0   CC (sf)
B-3        691215AJ6   CC (sf)

People's Choice Home Loan Securities Trust Series 2004-2
Series      2004-2
Class      CUSIP       Rating
M1         71085PAV5   AA+ (sf)
M3         71085PAX1   CCC (sf)
M4         71085PAY9   CC (sf)
M5         71085PAZ6   CC (sf)

Popular ABS Mortgage Pass-Through Trust 2005-5
Series      2005-5
Class      CUSIP       Rating
MF-2       73316PGM6   CC (sf)
MF-3       73316PGN4   CC (sf)
MF-4       73316PGP9   CC (sf)
AV-1       73316PHJ2   AAA (sf)
MV-1       73316PGV6   BBB+ (sf)
MV-2       73316PGW4   CC (sf)
MV-3       73316PGX2   CC (sf)

RAMP Series 2004-SL1 Trust
Series      2004-SL1
Class      CUSIP       Rating
A-I-2      7609852G5   AAA (sf)
A-II       760985W31   CCC (sf)
A-IV       760985W56   AA (sf)
A-V        760985W64   AA+ (sf)
A-VI       760985W72   CCC (sf)
A-VII      760985W80   AA- (sf)
A-IX       760985X22   BB- (sf)
A-IO-1     7609852J9   AA+ (sf)
A-IO-2     7609852K6   AA- (sf)
M-I-6      760985Z95   B- (sf)
M-I-7      7609852A8   CCC (sf)
M-II-1     760985X30   CC (sf)
M-II-2     760985X48   CC (sf)
M-II-3     760985X55   CC (sf)
A-VIII     760985W98   AA- (sf)

RASC Series 2004-KS11 Trust
Series      2004-KS11
Class      CUSIP       Rating
A-I-3      76110WH82   AAA (sf)
A-II-1     76110WH90   AAA (sf)
A-II-2     76110WJ23   AAA (sf)
M-1        76110WJ31   B (sf)

RASC Series 2004-KS12 Trust
Series      2004-KS12
Class      CUSIP       Rating
M-1        76110WK88   A+ (sf)

Renaissance Home Equity Loan Trust 2005-2
Series      2005-2
Class      CUSIP       Rating
AV-3       75970NAG2   AAA (sf)
AF-3       75970NAK3   AAA (sf)
AF-4       75970NAL1   AAA (sf)
AF-5       75970NAM9   AAA (sf)
AF-6       75970NAN7   AAA (sf)
M-1        75970NAP2   A- (sf)
M-2        75970NAQ0   B- (sf)
M-3        75970NAR8   CCC (sf)
M-4        75970NAS6   CC (sf)
M-5        75970NAT4   CC (sf)
M-6        75970NAU1   CC (sf)

Saxon Asset Securities Trust 2002-2
Series      2002-2
Class      CUSIP       Rating
M-2        805564LZ2   CC (sf)

Specialty Underwriting and Residential Finance Trust, Series 2005-
BC2
Series      2005-BC2
Class      CUSIP       Rating
M-2        84751PFV6   AA (sf)
M-3        84751PFW4   CCC (sf)
M-4        84751PFX2   CC (sf)
B-1        84751PFY0   CC (sf)

Structured Asset Securities Corp.
Series      2004-SC1
Class      CUSIP       Rating
B1         86359BYV7   CC (sf)
B2         86359BYW5   CC (sf)


* S&P Lowers Ratings on 353 Classes from 91 RMBS Prime Jumbo Deals
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 353
classes from 91 U.S. residential mortgage-backed securities
(RMBS) transactions from 1988-2009 and removed 10 of them from
CreditWatch with negative implications. "Concurrently, we
raised our ratings on 11 classes from 10 of the transactions in
this review and removed one of them from CreditWatch negative.
In addition, we affirmed our ratings on 1,216 classes from
115 of the transactions reviewed and removed 17 of them from
CreditWatch negative. We also withdrew our ratings on 12 classes
from nine transactions (11 based on our IO criteria and one
because it received its full amount of principal)," S&P said.

The complete rating list is available for free at:

            http://bankrupt.com/misc/S&P_013112_RMBS.pdf

The 120 RMBS transactions in this review are backed by prime jumbo
mortgage loan collateral. Subordination provides credit support
for the affected transactions.

"The downgrades reflect our belief that projected credit
enhancement for the affected classes will likely be insufficient
to cover the projected losses we applied at the previous rating
stresses. The affirmations reflect our belief that projected
credit enhancement available for these classes will likely be
sufficient to cover projected losses associated with these rating
levels," S&P said.

"Among other factors, the upgrades reflect our view of a decrease
in delinquencies within the structures associated with these
classes. This has reduced the remaining projected losses for these
structures, allowing these classes to withstand more stressful
scenarios. The upgrades to 'B- (sf)', 'B (sf)', 'BB- (sf)' or 'BB
(sf)' from 'CCC (sf)' or 'CC (sf)' reflect our opinion that these
classes are no longer projected to default based on the credit
enhancement available to cover the projected losses. In addition,
each upgrade reflects our assessment that the projected credit
enhancement for each affected class will be more than sufficient
to cover projected losses at the revised rating levels; however,
we are limiting the extent of the upgrades to reflect our view of
the ongoing market risk," S&P said.

"In order to maintain a 'B (sf)' rating on a class, we assessed
whether, in our view, a class could absorb the remaining base-case
loss assumptions we used in our analysis. In order to maintain
a rating higher than 'B (sf)', we assessed whether a class could
withstand 127% of our remaining base-case loss assumption in
order to maintain a 'BB (sf)' rating, while we assessed whether a
different class could withstand 154% of our remaining base-case
loss assumptions to maintain a 'BBB (sf)' rating. Each class that
has an affirmed 'AAA (sf)' rating can withstand approximately 235%
of our remaining base-case loss assumptions. Classes rated 'CCC
(sf)' and 'CC (sf)' reflect our assessment that the credit
enhancement for these classes will remain insufficient to cover
projected losses," S&P said.

For additional structure-level information regarding delinquencies
and cumulative losses for these transactions through the December
2011 remittance period:

Losses and Delinquencies*

Banc of America Funding Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-1      1,020    2.30    0.03           5.92           5.92
2005-4        300   40.47    0.33           8.41           4.93

Banc of America Mortgage Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-5         85    4.36    0.10          20.59          20.59
2003-5        376    9.96    0.00           2.13           1.25
2003-5        803   16.30    0.01           6.15           4.23
2004-F      1,645   22.90    0.48          12.47          10.88

Bear Stearns ARM Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-3        897    4.92    0.02           7.77           5.48
2004-8        271   22.46    0.92          15.88          12.94
2004-8        601   15.16    0.87          21.66          19.64
2005-12       579   42.41    5.68          28.87          25.34
2005-12       263   51.50    6.86          33.59          29.80

Chase Mortgage Finance Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-S12      300   16.65    0.00           2.97           2.14
2007-A1     2,642   30.74    0.29           5.47           4.87
2007-A1     1,124   38.52    4.26          16.68          15.37

CHL Mortgage Pass-Through Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2002-22       600    2.40    0.09           2.33           2.33
2002-25     1,200    3.29    0.06           6.08           4.21
2002-32     1,105    3.98    0.04           4.72           2.05
2002-38       250    7.94    0.00           5.83           3.55
2002-J5       533    5.70    0.01          10.57           6.25
2003-15       604    9.93    0.01           6.80           5.11
2003-27       510    8.61    0.78          19.82          17.34

Citicorp Mortgage Securities Inc.
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-7        275   10.25    0.00           2.35           1.16
2004-5      1,410   20.93    0.14           2.37           0.84

Citicorp Mortgage Securities Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2007-7        634   37.74    1.23           7.91           3.01

Citigroup Mortgage Loan Trust Inc.
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-1        294    4.41    0.08           8.49           5.81
2003-1        602   19.94    0.04           2.33           1.27
2004-1        135    6.86    0.30           6.18           4.00

Countrywide Home Loans Inc.
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2004-W13      250   36.06    0.02          15.73          12.67

Credit Suisse First Boston Mortgage Securities Corp.
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2002-30       557    4.55    1.69          29.20          25.18
2003-17       875   10.04    0.10           6.66           4.28
2003-17       177   23.79    0.15           7.43           6.75
2003-17       217    9.39    1.35          19.40          14.76
2003-23       877   17.56    0.72          13.76          11.32
2003-23       604   19.18    0.09           7.49           5.98
2004-4        213   22.02    0.56          31.71          22.72
2004-4        455   26.23    0.06           4.15           3.41
2004-4        182   37.30    0.64           5.57           4.27

CSFB Mortgage Backed Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2004-1        364   16.16    0.97          16.39          14.02

CSFB Mortgage-Backed Pass-Through Certificates
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-1        452   34.12    0.61          10.34           9.55
2005-1        120   38.27    1.51          19.42          14.26

CSFB Mortgage-Backed Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-1        355    5.20    1.63          28.92          21.61
2003-1        440    4.37    0.10           2.96           2.96
2003-7        535    6.45    0.03           5.88           3.06

CSMC Mortgage-Backed Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2007-2        989   43.87    1.44          11.79           9.80

Fannie Mae REMIC Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
1998-W4       310    1.80    0.02          11.89           9.44

First Horizon Mortgage Pass-Through Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2004-2        284   17.40    0.18           2.73           1.87

Freddie Mac Securities REMIC Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-S001   1,000   27.75    3.44          22.32          17.27
2005-S001   3,000   29.21    3.73          27.23          21.50

GMACM Mortgage Loan Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2004-J3       350   30.44    0.06           7.45           3.02
2006-AR2      373   39.88    6.80          17.48          10.79

GSR Mortgage Loan Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-3F     1,158    2.41    0.03           8.93           7.46
2003-7F     1,298    6.99    0.03           5.40           4.65
2005-4F       510   24.06    0.39           8.36           7.48

Guardian S&L Assn
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
1989-11       100    0.15   10.78           0.00           0.00
1989-12        76    0.18   11.40          54.48          54.48
1990- 1       106    0.26   13.29          22.78          22.78

HarborView Mortgage Loan Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-1        310    6.19    0.08           4.96           4.96
2003-3        401    8.36    0.58          17.81          17.24
2004-5        606   22.12    0.94          16.78          13.51

JPMorgan Mortgage Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2007-A1     3,849   38.13    0.73           8.99           6.98

MASTR Asset Securitization Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-1        721    4.23    0.04           5.69           4.67
2003-1        410    4.17    0.00           6.07           3.08
2003-11     1,460   20.64    0.06           4.59           2.38
2003-5      1,289    8.23    0.01           6.02           4.10
2003-8      1,426   17.00    0.05           6.33           4.28
2003-9        629   17.74    0.00           4.43           3.30
2004-11       360   25.62    0.22           9.13           7.40

MASTR Seasoned Securitization Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-1        557    4.67    0.08          18.11          14.35
2004-1        121    4.91    0.00           0.00           0.00
2004-1        467   13.77    0.19          12.94           8.22
2004-1        139    7.66    0.00           4.30           2.65
2005-2        316   17.10    0.21          14.78           9.29

Merrill Lynch Mortgage Investors Inc.
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-A6       322    8.75    0.11           9.50           5.31

Merrill Lynch Mortgage Investors Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2004-E      1,100   11.12    0.12           9.09           8.00
MLCC 2003C  1,005    8.25    0.16           2.29           0.90

Merrill Lynch Mortgage Investors Trust MLMI
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2004-A3       388   18.09    0.33          18.67          15.15
2005-A1       559   23.54    0.59           7.61           6.89

Morgan Stanley Dean Witter Capital I Inc. Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-HYB1     301    9.71    0.27           7.50           4.98

Morgan Stanley Mortgage Loan Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2004-4        535   27.19    0.93          13.51           9.62
2004-7AR      589   22.40    1.55          14.10           9.64

One Mortgage PartnersTrust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-1        476   13.04    0.08           7.78           4.13
2003-2        524   23.14    0.00           5.09           3.71

PHH Mortgage Corp
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
1999-A         96    4.47    1.20          20.83          10.06

Prime Mortgage Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-1        347   12.50    0.00          11.39           6.27
2005-2        121   20.38    0.00           4.63           4.63
2005-2        122   21.27    1.22          19.99          10.91
2005-5        123   37.01    0.21          12.47          11.59
2005-5         82   22.73    3.15          41.20          24.20

RAAC Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2004-SP2      145   14.30    0.15          12.80          12.80

RAMP Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2002-SL1      138    3.38    0.10           5.26           0.00
2002-SL1       82   12.01    0.08          12.68           9.31
2003-SL1      566    7.07    0.18          12.56          10.37
2004-SL3      223   14.16    0.90           8.52           7.66
2004-SL4      206   15.07    0.70           7.62           4.13
2005-SL1      371   18.95    2.15          11.15           6.82

RFMSI Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-S10      411   14.02    0.11           4.23           1.78
2003-S11      356    9.72    0.07           5.20           3.03
2003-S4       413   10.14    0.06           5.07           4.63
2003-S6       203    9.73    0.00           2.78           1.95
2003-S7     1,030   12.49    0.01           4.11           1.93
2004-S3       228   13.35    0.01           2.93           1.65
2004-S4       152   19.73    0.00           1.66           1.66
2004-S4       308   20.77    0.12           6.04           4.82

Salomon Brothers Mortgage Securities VII Inc.
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
1994-5       121    0.24    0.00           0.00           0.00

Sequoia Mortgage Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-3        550    9.42    0.24           9.41           7.67
2007-4        165   60.63    4.87          17.09          13.27

Sequoia Mortgage Trust 9
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
9             571    6.99    0.04           6.30           1.64

Structured Adjustable Rate Mortgage Loan Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2004-1      1,180   11.33    0.55          13.15           8.58
2004-15       217    8.52    1.35          32.01          28.91
2004-2        970   15.81    0.72          10.70           5.52

Structured Asset Mortgage Investments Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
1999-2        208    0.00    0.00           0.00           0.00
1999-2         98    2.93    1.06          10.62          10.62

Structured Asset Securities Corp.
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2002-11A      249    2.51    0.00           9.92           6.59
2002-11A      723    0.87    0.00          20.80          20.80
2002-21A    1,035    3.63    0.51          15.72          12.95
2002-27A      555    5.73    0.44           3.21           2.86
2003-9A       487    4.90    0.15          13.08          12.09

WaMu Mortgage Pass-Through Certificates
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2004-AR8      764   12.70    0.61          25.69          17.68

WaMu Mortgage Pass-Through Certificates Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2002-AR6      976    2.10    0.05          19.21          17.70
2002-AR9      873    2.79    0.02          11.73           8.37
2002-AR9      625    2.53    0.08          10.32           6.47
2003-AR12     624   13.49    0.10          10.86           8.21
2003-AR2      453    0.85    0.11           0.00           0.00
2003-S10      905   17.21    0.01           3.06           1.95
2004-AR12   1,785   12.61    1.00          22.68          18.04
2004-CB3      307   35.60    1.15           6.81           4.69
2004-CB4      256   36.52    2.42           7.53           4.83
2004-S3       595   29.33    0.10           6.16           3.55
2006-AR6      452   44.36    2.73          20.41          17.54

WaMu Mortgage Pass-Through CertificatesTrust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-AR8    1,250   14.21    0.01           6.04           4.73

WaMu Mortgage-Backed Pass-Through Certificates
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2002-S4       386    1.14    0.00          15.89           4.24

Washington Mutual MSC Mortgage Pass-Through Certificates Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-MS5      843    5.56    0.00           3.37           0.76
2003-MS7      460    6.42    0.00           5.73           4.88
2003-MS8      461    8.25    0.06           8.51           7.90
2004-RA2      191    8.28    0.54          21.02          18.63

Washington Mutual MSC Mortgage Pass-Through Certificates Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-AR2      744    2.38    0.27          29.35          23.23

Wells Fargo Mortgage Backed Securities Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2003-F        289    6.89    0.00           3.72           3.72
2003-G        378   10.66    0.00           2.97           2.97
2003-K      1,265   17.47    0.02           3.40           2.07
2003-M      1,000   16.49    0.05           3.36           2.13
2003-O        792   13.66    0.02           4.47           4.13
2004-2        350   15.27    0.00           5.51           5.51
2004-F        401   17.15    0.07           1.74           1.47
2004-K      1,217   19.54    0.13           3.02           2.22
2004-P      1,523   26.55    0.96           5.77           4.32

*Cumulative losses represent the percentage of the original pool
balance, and total and severe delinquencies represent the
percentage of the current pool balance.

The information shows average pool factor, cumulative loss, and
total and severe delinquency information by vintage for prime
jumbo collateral as of the December 2011 distribution period.

2005 Vintage
    Average     Average            Average            Average
pool factor  cumulative              total             severe
        (%)  losses (%)  delinquencies (%)  delinquencies (%)
      35.65        2.03              13.74              10.84

2006 Vintage
    Average     Average            Average            Average
pool factor  cumulative              total             severe
        (%)  losses (%)  delinquencies (%)  delinquencies (%)
      40.29        3.67              18.66              14.99

2007 Vintage
    Average     Average            Average            Average
pool factor  cumulative              total             severe
        (%)  losses (%)  delinquencies (%)  delinquencies (%)
      47.60        3.92              19.33              15.67

Subordination provides credit support for the affected
transactions.

               Standard & Poor's 17g-7 Disclosure Report

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

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

           http://standardandpoorsdisclosure-17g7.com


* S&P Raises Ratings on 15 Tranches from 14 US CDO Transactions
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 15
tranches from 14 corporate-backed synthetic CDO transactions
and removed them from CreditWatch with positive implications.
"In addition, we lowered 11 ratings from eight synthetic CDO
transactions backed by commercial mortgage-backed securities
(CMBS) and one rating from one synthetic CDO transaction backed by
residential mortgage-backed securities (RMBS) and removed them
from CreditWatch with negative implications," S&P said.

"The upgrades affected tranches from synthetic CDOs that
experienced a combination of upward rating migration in their
underlying reference portfolios, seasoning of the underlying
reference names, and an increase in their synthetic rated
overcollateralization (SROC) ratios above 100% at higher rating
levels as of the January review and at our projection of the SROC
ratios in 90 days assuming no credit migration. The downgrades
affected tranches from synthetic CDOs that experienced negative
rating migration in their underlying reference portfolios or had
reductions to the credit enhancement available to them," S&P said.

            Standard & Poor's 17g-7 Disclosure Report

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

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

           http://standardandpoorsdisclosure-17g7.com

Rating Actions

ARLO Ltd.
Series 11
                                 Rating
Class                    To             From
A                        BBB-p (sf)     BB+p (sf)/Watch Pos

Calculus CMBS Resecuritization Trust Series 2006-9
                                 Rating
Class                    To               From
TrustUnits               B (sf)           B+ (sf)/Watch Neg

Claris Ltd.
$23 mil Sonoma Valley 2007-4 Synthetic CDO of CMBS Variable Notes
due 2051 Series 115/2007
                                 Rating
Class                    To               From
Tranche                  B- (sf)          B (sf)/Watch Neg

Corsair (Jersey) No. 4 Ltd.
Series 10
                                 Rating
Class                    To              From
Notes                    BB (sf)         BB- (sf)/Watch Pos

Credit Default Swap
Series CA1119131
                                 Rating
Class                    To            From
Tranche                  BB-srb (sf)   B+srb (sf)/Watch Pos

Credit Default Swap
$187.5 mil Swap Risk Rating - Portfolio CDS Ref No.
PYR_8631051_82386545_Vizzavona
                                 Rating
Class                    To             From
Swap                     A+srp (sf)     Asrp (sf)/Watch Pos

Eolo Investments B.V.
Series 2006-1
                              Rating
Class                    To          From
Tranche                  CCsrp (sf)  CCC+srp (sf)/Watch Neg

HARBOR SPC
Series 2006-2
                                 Rating
Class                    To              From
B                        CCC- (sf)       CCC (sf)/Watch Neg

Morgan Stanley ACES SPC
$1 bil Morgan Stanley ACES SPC 2007-6
NF8BK
                             Rating
Class                    To           From
Notes                    A-srp (sf)   BBBsrp (sf)/Watch Pos

Morgan Stanley ACES SPC
$500 mil Morgan Stanley ACES SPC 2007-6
NF8T1
                             Rating
Class                    To           From
Notes                    A-srp (sf)   BBBsrp (sf)/Watch Pos

Morgan Stanley ACES SPC
$500 mil Morgan Stanley ACES SPC 2007-6
NF8BM
                             Rating
Class                    To           From
Notes                    A-srp (sf)   BBBsrp (sf)/Watch Pos

Morgan Stanley ACES SPC
$500 mil Morgan Stanley ACES SPC 2007-6
NF8T4
                             Rating
Class                    To           From
Notes                    A-srp (sf)   BBBsrp (sf)/Watch Pos

Morgan Stanley Managed ACES SPC
Series 2006-2
                             Rating
Class                    To              From
Combo                    BB+ (sf)        BB- (sf)/Watch Pos

North Street Referenced Linked Notes 2005-9 Ltd.
                             Rating
Class                    To             From
E                        A (sf)         BBB+ (sf)/Watch Pos
F                        B- (sf)        CCC- (sf)/Watch Pos

Obelisk Trust 2007-1-Sonoma Valley
                             Rating
Class                    To              From
A                        AA- (sf)        AA (sf)/Watch Neg
B                        BBB- (sf)       BBB (sf)/Watch Neg

Pegasus 2007-1 Ltd.
                             Rating
Class                    To              From
A1                       B+ (sf)         BB- (sf)/Watch Neg
A2                       B+ (sf)         BB- (sf)/Watch Neg

REVE SPC
EUR15 mil, JPY3 bil., $81 mil REVE SPC Segregated Portfolio of
Dryden XVII
Notes
Series 34, 36, 37, 38, 39, & 40
                             Rating
Class                    To             From
Series 36                B (sf)         B- (sf)/Watch Pos

Seawall 2007-2 (AAA Synthetic ReREMIC) Ltd.
                             Rating
Class                    To              From
B                        BBB+ (sf)       A- (sf)/Watch Neg

Seawall 2007-3 (AAA Synthetic ReREMIC) Ltd.
                             Rating
Class                    To              From
B                        BBB+ (sf)       A- (sf)/Watch Neg

STARTS (Cayman) Ltd.
Series 2007-5
                             Rating
Class                    To              From
Notes                    BB- (sf)        B+ (sf)/Watch Pos

STEERS High-Grade CMBS Resecuritization Trust
Series 2006-1 2 3
                             Rating
Class                    To              From
2006-2                   B+ (sf)         BB- (sf)/Watch Neg
2006-3                   B+ (sf)         BB- (sf)/Watch Neg

STRATA Trust, Series 2006-10
                             Rating
Class                    To               From
Notes                    BB+ (sf)         BB (sf)/Watch Pos

Terra CDO SPC Ltd.
Series 2007-7
                             Rating
Class                    To              From
A-1                      BB+ (sf)        BB- (sf)/Watch Pos

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***