TCR_Public/100613.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Sunday, June 13, 2010, Vol. 14, No. 162

                            Headlines

ANTHRACITE CRE: Moody's Downgrades Ratings on 10 2006-HY3 Notes
ARCAP 2005-1: Moody's Downgrades Ratings on Seven Classes of Notes
ARLO VI: S&P Downgrades Ratings on 2007-B-1 Tranches to 'CC'
ASSET REPACKAGING: S&P Junks Rating on Class B Certs. From 'BB'
AVALON RE: S&P Changes Subordinated Debt Rating on Class C to 'D'

BAKER STREET: Moody's Upgrades Rating on Class D Notes to 'B3'
BALDWIN COUNTY: S&P Gives Stable Outlook; Affirms 'BB+' Rating
BANC OF AMERICA: Moody's Affirms Ratings on Eight Classes of Notes
BANC OF AMERICA: Moody's Confirms Ratings on Two Classes of Notes
BEAR STEARNS: Moody's Downgrades Ratings on 63 Tranches

BLUE HERON: Moody's Junks Rating on Class A Notes From 'B3'
C-BASS CBO: Fitch Affirms Ratings on Three Classes of Notes
C-BASS CBO: Fitch Downgrades Ratings on Two Classes of Notes
C-BASS CBO: Moody's Downgrades Ratings on Two Classes of Notes
CAPLEASE CDO: S&P Downgrades Ratings on Five Classes of Notes

CASHEL ROCK: Moody's Upgrades Ratings on Three Classes of Notes
CHASEFLEX TRUST: Moody's Downgrades Ratings on 18 Tranches
CHRYSLER FINANCIAL: Moody's Upgrades Ratings on 10 Securities
CITICORP MORTGAGE: Moody's Downgrades Ratings on 115 Tranches
CITIGROUP COMMERCIAL: S&P Downgrades Ratings on 13 2004-C2 Certs.

CMO HOLDINGS: S&P Junks Rating on Class A2 Certs. From 'BB'
CORPORATE BACKED: Moody's Reviews Ratings on Two Certificates
CORPORATE-BACKED TRUST: S&P Puts Rating on CreditWatch Positive
MORGAN STANLEY: Moody's Affirms Ratings on Five 2004-TOP15 Certs.
CREDIT AND REPACKAGED: S&P Raises Rating on 2006-14 Notes

CREDIT SUISSE: Fitch Downgrades Ratings on Series 2005-TFL1 Certs.
CREDIT SUISSE: S&P Downgrades Rating on 2006-TFL2 Certs. to 'D'
CREST 2001-1: Fitch Affirms Ratings on Four Classes of Notes
CREST 2004-1: Moody's Downgrades Ratings on 13 Classes of Notes
CSMC SERIES: S&P Downgrades Ratings on 36 2009-7R Certificates

DA VINCI: S&P Downgrades Rating on Class C Notes to 'D'
DAVIS SQUARE: S&P Corrects Rating on Class A-1MM-e Tranche
DEUTSCHE MORTGAGE: S&P Junks Rating on Class A1 Certificates
DEUTSCHE MORTGAGE: S&P Junks Rating on Class A1 2007-RS5 Certs.
DEUTSCHE MORTGAGE: S&P Junks Ratings on Class A-1 2007-RS7 Certs.

GMAC COMMERCIAL: Fitch Downgrades Ratings on 2000-C3 Notes
GMAC COMMERCIAL: S&P Downgrades Ratings on Eight 2001-C1 Certs.
GMAC COMMERCIAL: S&P Downgrades Ratings on Eight 2003-C1 Notes
GS MORTGAGE: S&P Downgrades Ratings on Four 2006-RR3 Notes
GUAM POWER: Moody's Assigns 'Ba1' Rating on $182 Mil. Bonds

HARLEY-DAVIDSON CREDIT: Moody's Reviews Ratings on Nine Tranches
JER CRE: Fitch Downgrades Ratings on All Classes of Notes
JP MORGAN: Fitch Expects to Give Low-B Ratings on 2010-C1 Certs.
JP MORGAN: Fitch Gives Second Quarter Update on 2005-LDP2 Notes
JP MORGAN: Moody's Affirms Ratings on Four 2002-C3 Certificates

KENTUCKY ECONOMIC: S&P Gives Positive Outlook; Keeps 'BB-' Rating
KKR FINANCIAL: Moody's Upgrades Ratings on 2007-A Notes
KKR FINANCIAL: Moody's Upgrades Ratings on Four Classes of Notes
LANIER HEALTH: S&P Gives Stable Outlook; Affirms 'BB-' Rating
LUMINENT MORTGAGE: Moody's Downgrades Ratings on Three Tranches

MARATHON REAL: S&P Downgrades Ratings on 11 Classes of Notes
MARYLAND ECONOMIC: Moody's Affirms 'Ba3' Rating on Revenue Bonds
MERRILL LYNCH: Fitch Downgrades Ratings on 11 2006-1 Certs.
MERRILL LYNCH: Moody's Reviews Ratings on 15 2005-CKI1 Certs.
MKP CBO: Moody's Downgrades Ratings on Two Classes of Notes

MORGAN STANLEY: Moody's Affirms Ratings on 13 2003-IQ5 Certs.
MORGAN STANLEY: Moody's Downgrades Ratings on Eight Tranches
NEVADA DEPARTMENT: Moody's Withdraws 'C' Underlying Rating
NEWCASTLE CDO: Fitch Downgrades Ratings on All Classes of Notes
NICHOLAS-APPLEGATE CBO: Moody's Upgrades Rating on Class A Notes

NICHOLAS-APPLEGATE CBO: Moody's Upgrades Ratings on Two Notes
NY MORTGAGE: Moody's Downgrades Ratings on Five Tranches
RALI SERIES: Moody's Downgrades Ratings on 114 Tranches
RESIDENTIAL MORTGAGE: S&P Junks Ratings on Class A 2008-3 Notes
RFMSII HOME: Moody's Downgrades Ratings on 36 Tranches

ROCK 1-CRE: S&P Downgrades Ratings on 11 Classes of Notes
SAINTS MEDICAL: Fitch Corrects Ratings; Shifts Watch to Evolving
SALTA HYDROCARBON: Fitch Affirms 'B' Rating on US$234 Mil. Notes
SEMINOLE TRIBE: Moody's Reviews 'Ba1' Rating on Taxable Bonds
SHREVEPORT HOUSING: Moody's Downgrades Rating 1993A Bonds to 'Ba3'

SIGNUM VERMILION: Moody's Withdraws Rating on Series 2007-01 Notes
SOLSTICE ABS: Moody's Downgrades Ratings on Three Classes of Notes
STONY HILL: Moody's Upgrades Ratings on Two Classes to 'Ba1'
STRUCTURED ASSET: Moody's Cuts Ratings on Eight 2005-AR1 Tranches
STRUCTURED ASSET: S&P Junks Rating on Class 1F Certificates

SUNTRUST ALTERNATIVE: Moody's Downgrades Ratings on Nine Tranches
TERWIN MORTGAGE: Moody's Downgrades Ratings on Two Tranches
TIAA STRUCTURED: Moody's Downgrades Ratings on Two Classes
VALLEY HEALTH: S&P Downgrades Rating on 1996A Bonds to 'D'
VERTICAL CDO: Moody's Downgrades Rating on Class A Notes to 'Ca'

WACHOVIA BANK: Moody's Reviews Ratings on 24 2007-C32 Certificates
ZAIS INVESTMENT: Moody's Downgrades Ratings on Four Classes

* Fitch Downgrades Ratings on 35 Bonds in 27 CMBS Deals to 'D'
* Fitch Takes Various Rating Actions on 21 RMBS NIM Classes
* Moody's Affirms Rating on Three Housing Finance Agency Deals
* Moody's Downgrades Ratings on 10 Tranches From Six US SF CDOs
* Moody's Reviews Ratings on 10 Bonds From Seven Resecuritizations

* S&P Affirms Ratings on 25 Classes of Series 2009-2R Notes
* S&P Downgrades Ratings on 15 Certs. From Six Re-Remic RMBS
* S&P Downgrades Ratings on 18 Tranches From Eight CDO Deals
* S&P Downgrades Ratings on 21 Classes From Four CMBS Transactions
* S&P Downgrades Ratings on 35 Tranches From 13 CMBS CDO Deals

* S&P Downgrades Ratings on Eight Tranches From Three CDO Deals



                            *********



ANTHRACITE CRE: Moody's Downgrades Ratings on 10 2006-HY3 Notes
---------------------------------------------------------------
Moody's Investors Service downgraded 10 classes of Notes issued by
Anthracite CRE CDO 2006-HY3, Ltd.  The downgrades are due to the
deterioration in the credit quality of the underlying portfolio as
evidenced by an increase in the weighted average rating factor,
and a decrease in the weighted average recovery rate.  The rating
action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation
transactions.

Anthracite CRE CDO 2006-HY3, Ltd., is a CRE CDO transaction backed
by a portfolio of commercial mortgage backed securities collateral
(74% of the pool balance), B-note debt (10%), and Mezzanine loan
debt (16%).  As of the April 19, 2010 Trustee report, the
aggregate Note balance of the transaction, including Preferred
Shares, has decreased to $591.9 million from $645.4 million at
issuance, with the paydown directed to Class A to Class G Notes.
The paydown was mainly due to principal repayment of underlying B-
note and Mezzanine loans collateral.

Moody's has identified these parameters as key indicators of the
expected loss within CRE CDO transactions: WARF, weighted average
life, weighted average recovery rate, and Moody's asset
correlation.  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 have completed updated credit estimates for the non-
Moody's rated reference obligations.  The bottom-dollar WARF is a
measure of the default probability within a collateral pool.
Moody's modeled a bottom-dollar WARF of 7,146 compared to 5,120 at
last review.  The distribution of current ratings and credit
estimates is: Baa1-Baa3 (0% compared to 5% at last review), Ba1-
Ba3 (5% compared to 15% at last review), B1-B3 (7% compared to 13%
at last review), and Caa1-C (88% compared to 67% at last review).

WAL acts to adjust the probability of default of the reference
obligations in the pool for time.  Moody's modeled to the actual
WAL of 6.2 years compared to 7.6 years at last review.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool.  Moody's modeled a fixed WARR
of 1.1% compared to 5.3% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 0% compared to 15% at last review.  The
low MAC is due to the low ratings diversity within very high risk
collateral and concentrated within a small number of collateral
names.

Moody's review incorporated updated asset correlation assumptions
for the commercial real estate sector consistent with one of
Moody's CDO rating models, CDOROM v2.5, which was released on
April 3, 2009.  These correlations were updated in light of the
systemic seizure of credit markets and to reflect higher inter-
and intra-industry asset correlations.  The updated asset
correlations, depending on vintage and issuer diversity, used for
CUSIP collateral (i.e. CMBS, CRE CDOs or REIT debt) within CRE
CDOs range from 30% to 60%, compared to 15% to 35% previously.

In cases where CUSIP collateral is resecuritized, CDOROM v2.5 adds
stress to capture the leveraging effect of the derivative
transaction.  Moody's had previously announced on March 4, 2009,
that the additional default probability stress applied to
resecuritized collateral would not be applied to conduit and
fusion CMBS from the 2006 to 2008 vintages due to a first quarter
2009 ratings sweep of such transactions.  Moody's are now applying
the resecuritization stress factor to all vintages of CMBS
collateral to address the enhanced volatility in the
resecuritization and align Moody's modeling of CRE CDOs with its
expected performance.

For CRE CDOs with non-CUSIP collateral, Moody's is eliminating the
additional default probability stress in CDOROM v2.5 that is
applied to corporate debt as Moody's anticipate that the
underlying non-CMBS collateral will experience lower default rates
and higher recovery rates.  In addition, Moody's is reducing the
maximum over concentration stress applied to correlation factors
by half due to the diversity of tenants, property types, and
geographic locations inherent in the collateral pools.  For those
deals that are significantly less diversified, Moody's will add
back over concentration stress as warranted.

The cash flow model, CDOEdge v3.2, was used to analyze the cash
flow waterfall and its effect on the capital structure of the
deal.

The rating actions are:

  -- Class A, Downgraded to Caa2; previously on March 25, 2009
     Downgraded to A1

  -- Class B-FL, Downgraded to Ca; previously on March 25, 2009
     Downgraded to Baa1

  -- Class B-FX, Downgraded to Ca; previously on March 25, 2009
     Downgraded to Baa1

  -- Class C-FL, Downgraded to Ca; previously on March 25, 2009
     Downgraded to Ba1

  -- Class C-FX, Downgraded to Ca; previously on March 25, 2009
     Downgraded to Ba1

  -- Class D, Downgraded to Ca; previously on March 25, 2009
     Downgraded to Ba3

  -- Class E-FL, Downgraded to Ca; previously on March 25, 2009
     Downgraded to B2

  -- Class E-FX, Downgraded to Ca; previously on March 25, 2009
     Downgraded to B2

  -- Class F, Downgraded to Ca; previously on March 25, 2009
     Downgraded to Caa1

  -- Class G, Downgraded to Ca; previously on March 25, 2009
     Downgraded to Caa2

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

Moody's monitors transactions on both a monthly basis through a
review of the available Trustee Reports and a periodic basis
through a full review.  Moody's prior review is summarized in a
press release dated March 25, 2009.


ARCAP 2005-1: Moody's Downgrades Ratings on Seven Classes of Notes
------------------------------------------------------------------
Moody's Investors Service downgraded seven classes of Notes issued
by ARCap 2005-1 Resecuritization Trust due to the deterioration in
the credit quality of the underlying portfolio as evidenced by an
increase in the weighted average rating factor, and a decrease in
the weighted average recovery rate.  The rating action is the
result of Moody's on-going surveillance of commercial real estate
collateralized debt obligation transactions.

ARCap 2005-1 Resecuritization Trust is a CRE CDO transaction
backed by a portfolio of commercial mortgage backed securities
(100.0% of the pool balance).  As of the May 21, 2010 Trustee
report, the aggregate Note balance of the transaction has
decreased to $567.3 million from $568.4 million at issuance, with
the paydown directed to the Class A Notes.

Ten CMBS bonds with an original par balance of $120.5 million
(21.2% of the original pool balance) have experienced losses as of
the May 21, 2010 Trustee report.  Two of these bonds have
experienced 100% losses and the other eight bonds have experienced
partial losses.  The total losses (not written down in Class M)
are $63.1 million (11.1% of the original pool balance).  Thirty-
two CMBS bonds (34.6% of the pool balance) experienced interest
shortfalls in the latest reporting period.

Moody's has identified these parameters as key indicators of the
expected loss within CRE CDO transactions: WARF, weighted average
life, weighted average recovery rate, and Moody's asset
correlation.  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 have completed updated credit estimates for the non-
Moody's rated reference obligations.  The bottom-dollar WARF is a
measure of the default probability within a collateral pool.
Moody's modeled a bottom-dollar WARF of 6,391 compared to 4,221 at
last review.  The distribution of current ratings and credit
estimates is: Baa1-Baa3 (4.9% compared to 9.8% at last review),
Ba1-Ba3 (15.0% compared to 35.6% at last review), B1-B3 (18.6%
compared to 23.5% at last review), and Caa1-C (61.5% compared to
31.1% at last review).

WAL acts to adjust the probability of default of the reference
obligations in the pool for time.  Moody's modeled to the actual
WAL of 8.6 years compared to 9.4 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 3.9% compared to 6.9% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 99.9% compared to 26.4% at last review.
The higher MAC is due to the greater concentration of high risk
collateral concentrated within a small number of collateral names.

Moody's review incorporated updated asset correlation assumptions
for the commercial real estate sector consistent with one of
Moody's CDO rating models, CDOROM v2.5, which was released on
April 3, 2009.  These correlations were updated in light of the
systemic seizure of credit markets and to reflect higher inter-
and intra-industry asset correlations.  The updated asset
correlations, depending on vintage and issuer diversity, used for
CUSIP collateral (i.e. CMBS, CRE CDOs or REIT debt) within CRE
CDOs range from 30% to 60%, compared to 15% to 35% previously.

In cases where CUSIP collateral is resecuritized, CDOROM v2.5 adds
stress to capture the leveraging effect of the derivative
transaction.  Moody's had previously announced on March 4, 2009
that the additional default probability stress applied to
resecuritized collateral would not be applied to conduit and
fusion CMBS from the 2006 to 2008 vintages due to a first quarter
2009 ratings sweep of such transactions.  Moody's are now applying
the resecuritization stress factor to all vintages of CMBS
collateral to address the enhanced volatility in the
resecuritization and align Moody's modeling of CRE CDOs with its
expected performance.

The cash flow model, CDOEdge v3.2, was used to analyze the cash
flow waterfall and its effect on the capital structure of the
deal.

The rating actions are:

  -- Class A, Downgraded to Ba3; previously on February 12, 2009
     Downgraded to A2

  -- Class B, Downgraded to Caa1; previously on February 12, 2009
     Downgraded to Baa2

  -- Class C, Downgraded to Ca; previously on February 12, 2009
     Downgraded to Ba1

  -- Class D, Downgraded to C; previously on February 12, 2009
     Downgraded to Ba3

  -- Class E, Downgraded to C; previously on February 12, 2009
     Downgraded to B1

  -- Class F, Downgraded to C; previously on February 12, 2009
     Downgraded to B2

  -- Class G, Downgraded to C; previously on February 12, 2009
     Downgraded to B3

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

Moody's monitors transactions on both a monthly basis through a
review of the available Trustee Reports and a periodic basis
through a full review.  Moody's prior review is summarized in a
press release dated February 12, 2009.


ARLO VI: S&P Downgrades Ratings on 2007-B-1 Tranches to 'CC'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
tranches from ARLO VI Ltd.'s wellspring CDO long/short series
2007-B-1 to 'CC' from 'CCC-'.

The downgrades follow a number of recent credit events within the
transaction's underlying portfolio which resulted in principal
losses on the notes.

                         Ratings Lowered

                           ARLO VI Ltd.

             Wellspring CDO long/short series 2007-B-1

                                   Rating
                                   ------
                  Class         To        From
                  -----         --        ----
                  Unfunded      CC        CCC-
                  Tranche 1     CC        CCC-
                  Tranche 2     CC        CCC-


ASSET REPACKAGING: S&P Junks Rating on Class B Certs. From 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'CCC'
from 'BB' on the class B certificates from Asset Repackaging
Vehicle Ltd.'s series 2009-1, a resecuritized real estate mortgage
investment conduit residential mortgage-backed securities
transaction.  At the same time, S&P affirmed its 'AAA' rating on
class A1 and its 'BBB' rating on class A2 from the same
transaction.

The downgrade reflects S&P's view of the significant deterioration
in performance of the loans backing the underlying certificates.
Although this performance deterioration is severe, because classes
B and C provide additional credit enhancement to classes A1 and
A2, S&P believes the credit enhancement within ARV 2009-1 is
sufficient to maintain its ratings on classes A1 and A2.

ARV 2009-1, which closed in February 2009, is collateralized by 28
underlying classes, which are included in 25 different trusts.

The loans securing the underlying trusts consist predominantly of
fixed-rate and long-reset adjustable-rate Alternative-A (Alt-A)
mortgage loans and adjustable-rate subprime mortgage loans.  The
performance of these loans has generally deteriorated.  The class
A1 certificates from RFC 2006-QA11 have taken write-downs in
recent months.  Table 1 shows the April 2010 underlying pool
statistics for delinquent loans as a percentage of current pool
balance, as well as current pool factors, experienced cumulative
losses, and S&P's current projected losses as a percentage of the
original pool balance.

                             Table 1

                    Underlying Pool Statistics

                   Class
                   (Current     Pool      Cum.      Proj.
Trust             rating)      Factor(%) Losses(%) Losses(%) Delinq.(%)
-----             --------     --------- --------- --------- ----------
GSAA 2006-9     A2 (CCC)    44.66    10.64    29.93    44.47
BAF 2007-C*     7A1 (CCC)   69.02     2.02    20.15    36.78
CWA 2007-OA3    1A1 (CCC),  70.14     5.79    34.22    61.33
                 1A2 (CCC)
GPM 2007-AR1*   3A2 (CCC)   74.87    12.29    24.94    49.41
RFC 2006-QA11   A1 (D)      50.37    15.63    38.35    46.29
GPM 2006-AR7    1A1A (CC)   60.18    18.12    37.12    43.28
MLA 2007-A2     A3B (CCC)   57.54    16.04    45.09    53.20
BAF 2007-B       A1 (CCC)   66.54     1.54    26.71    45.34
SAMI 2006-AR7   A13B (CCC), 68.02     5.87    40.33    66.28
                 A4 (CCC)
JMA 2006-A7*    1A1 (CCC)   50.69     7.09    32.81    50.83
HVML 2007-7     2A1B (CCC), 76.48     6.85    34.31    32.98
                 2A1C (CCC)
SAIL 2006-3     A5 (CCC)    33.25    17.03    32.91    59.34
INX 2006-AR15   A2 (CC)     50.62    13.77    33.12    43.19
LXS 2006-2N     1A2 (CCC)   41.68     8.46    20.45    50.38
MSAB 2007-HE6   A3 (CCC)    63.33    15.07    46.82    60.00
CWA 2006-OA19   A1 (CCC)    67.57     6.61    37.04    65.74
GSAA 2007-4     A2 (CCC)    57.81    13.30    40.89    50.39
DSLA 2006-AR1   2A1B (CCC)  43.38     8.15    17.41    37.55
GSR 2007-OA1    2A1 (CCC)   69.50     7.02    28.56    45.48
CCF 2006-1      A2 (B-)     35.53     4.65    12.90    30.68
WMS 2005-AR13   A1B3 (AAA)  33.48     1.76     6.90    33.30
HVML 2006-4     2A1B (CCC)  55.77     6.33    34.33    60.59
DSLA 2005-AR3   2A1B (BB-)  29.64     5.14    11.48    31.67
CCF 2007-1      A1 (CC)     66.05     5.64    30.92    34.39
CWA 2006-OC8    2A2A (CC)   54.24    12.19    41.05    62.65

* For BAF 2007-C, pertains to structure II; for GPM 2007-AR1,
  pertains to structure II; and for JMA 2006-A7, pertains to
  structure I.

Over the past two years, S&P has revised its RMBS default and loss
assumptions, and consequently its projected losses, to reflect its
view of the continuing decline in mortgage loan performance and
the housing market.  The performance deterioration of most U.S.
RMBS has continued to outpace the market's expectations.

                           Rating Action

                 Asset Repackaging Vehicle 2009-1

                                         Rating
                                         ------
        Class      CUSIP         To                   From
        -----      -----         --                   ----
         B         ARV8Z1IW1     CCC                  BB

                         Ratings Affirmed

                 Asset Repackaging Vehicle 2009-1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A1         ARV3M5OM0     AAA
                 A2         ARVEE4820     BBB


AVALON RE: S&P Changes Subordinated Debt Rating on Class C to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
subordinated debt rating on Avalon Re Ltd.'s Class C notes to 'D'
from 'CC'.

Paid losses related to Hurricane Katrina and the explosion at the
Buncefield oil depot totaled $297 million, and loss reserves from
the July 2007 steam pipe explosion in New York City total
$17.1 million.  Pursuant to the reinsurance agreement, Avalon Re
covers 90% of these losses in excess of a $300 million attachment
point, and the Class C noteholders will cover losses in excess of
that amount.  On the maturity date, which is June 7, the original
principal balance of the Class C notes, which is $135 million,
will be reduced by the covered loss amount of $12.69 million.
This constitutes a default under Standard & Poor's criteria.
There will be no future principal payments from Avalon Re Ltd. to
the Class C noteholders.

                           Ratings List

                         Ratings Revised

                  Avalon Re Ltd.'s Class C notes

                                         To         From
                                         --         ----
          Subordinated debt rating       D          CC


BAKER STREET: Moody's Upgrades Rating on Class D Notes to 'B3'
--------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
rating of these notes issued by Baker Street Funding CLO 2005-1
Ltd.:

  -- US$16,000,000 Class D Floating Rate Deferrable Notes Due 2018
     (current balance of $14,729,583.72), Upgraded to B3;
     previously on June 5, 2009 Downgraded to Caa1.

According to Moody's, the rating action taken on the notes results
primarily from improvement in the credit quality of the underlying
portfolio since the last rating action in June 2009 and to a
lesser extent improvements in the overcollateralization ratios.

Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor) and a decrease in the exposure to
securities rated Caa1 and below.  In particular, as of the latest
trustee report dated May 3, 2010, the weighted average rating
factor was 2474 as compared to 2730 in May 2009 and in compliance
with the trigger level of 2502.  Based on the same report,
securities rated Caa1 or lower make up approximately 10.96% of the
underlying portfolio versus 21.15% in May 2009.  Additionally, the
dollar amount of defaulted securities has decreased to about $13MM
from approximately $24MM in May 2009.

Additionally, the overcollateralization ratios of the rated notes
have increased since the last rating action in June 2009 and are
currently all in compliance.  The Class A/B, Class C, Class D and
Class E Overcollateralization Tests are reported at 117.30%,
110.24%, 105.07%, and 102.01%, respectively versus May 2009 levels
of 110.70%, 104.14%, 98.89%, and 96.02%.  Due to the impact of
revised and updated key assumptions referenced in "Moody's
Approach to Rating Collateralized Loan Obligations" and "Annual
Sector Review (2009): Global CLOs," key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers.

Baker Street Funding CLO 2005-1 Ltd. issued in December 2005 is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.


BALDWIN COUNTY: S&P Gives Stable Outlook; Affirms 'BB+' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
stable from positive on the $3.5 million series 1997 bonds and the
$24.7 million series 1998 bonds issued by Baldwin County Hospital
Authority, Ga. for Oconee Regional Medical Center.  At the same
time, Standard & Poor's affirmed its 'BB+' long-term rating.

The outlook revision reflects ORMC's volume softness in fiscal
2009 and the interim period of fiscal 2010, weak demographics
within its primary service area, and constrained capital spending
levels in recent years.

In S&P's opinion, credit concerns include its assessment of ORMC's
decline in patient volumes during fiscal 2009 and weak
demographics within Baldwin County, highlighted by high
unemployment rates owing to large manufacturing job losses in
recent years and below-average income levels.  Added credit
concerns include management's expectation of ending fiscal 2010
below budgeted estimates; a vulnerable payor mix, with 68.5% of
combined revenues from Medicare (48.5%), Medicaid (12.5%), and
self-pay (7.5%) in fiscal 2009; and below-average capital spending
reflected by a high average age of plant at 15.3 years as of
Sept. 30, 2009.

The 'BB+' rating reflects S&P's view of ORMC's adequate liquidity
that has been improving steadily over the past five years, with 81
days' cash on hand and an unrestricted cash to long-term debt
ratio of 68.3% as of Sept. 30, 2009, and improved operating
profitability with an operating margin of 2.4% in fiscal 2009 up
from 2.1% in fiscal 2008 although still below a high of 4.0% in
fiscal 2006.  Also supporting the rating is ORMC's fiscal 2009
maximum annual debt service coverage that Standard & Poor's
considers good for the rating at 2.3x and strong business position
in the primary service area as the main referral facility for
several critical access hospitals in a seven-county service area,
although there is outmigration to Macon, Ga.  for tertiary
services.

"The stable outlook reflects S&P's view of ORMC's solid business
position within its primary service area and overall adequate
financial profile in fiscal 2009," said Standard & Poor's credit
analyst Shivani Singh.  "However, there are inherent risks
associated with the volatile local economy and the small size of
Oconee's revenue and admissions base," said Ms. Singh.

Standard & Poor's believes that deterioration in ORMC's financial
profile over the next one to two years, combined with further
declines in volumes, operating profits or liquidity, could warrant
a negative outlook or a lower rating.


BANC OF AMERICA: Moody's Affirms Ratings on Eight Classes of Notes
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of eight classes
and downgraded 15 classes of Banc of America Commercial Mortgage
Inc., Commercial Pass-Through Certificates, Series 2006-5.  The
downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and highly leveraged watchlisted loans.

The affirmations are due to key rating parameters, including
Moody's loan to value ratio, stressed debt service coverage ratio
and the Herfindahl Index, remaining within acceptable ranges.

On June 2, 2010, Moody's placed 15 classes of this transaction on
review for possible downgrade.  This action concludes Moody's
review of this transaction.  The rating action is the result of
Moody's on-going surveillance of commercial mortgage backed
securities transactions.

As of the May 10, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 3% to $2.19 billion
from $2.24 billion at securitization.  The Certificates are
collateralized by 181 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 39%
of the pool.  The pool contains one loan, representing 7% of the
pool, with an investment grade underlying rating.  At
securitization the Eastridge Mall Loan, representing 6% of the
pool, also had an underlying rating.  The performance of this loan
has declined since last review and it is now analyzed as part of
the conduit pool because of increased leverage.

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

Three loans have been liquidated from the pool since
securitization, resulting in an $11.2 million realized loss (46%
loss severity on average).  Seventeen loans, representing 15% of
the pool, are currently in special servicing.  The largest
specially serviced loan is the Trinity Hotel Portfolio Loan
($129.9 million -- 5.9% of the pool), which is also encumbered by
a $5.6 million mezzanine loan.  The loan is secured by a portfolio
of 13 full-service, limited-service and extended-stay hotels
located in eight states.  The loan was transferred to special
servicing on November 12, 2009 due to imminent default and is
currently 90+ days delinquent.  Occupancy and net cash flow for
year-end 2009 were 59% and $4.9 million, respectively, compared to
65% and $12.1 million at year-end 2008.

The second largest specially serviced loan is the Oaks at Park
South Loan ($30.5 million -- 1.4% of the pool), which is secured
by a 510 unit multifamily complex located in Oxon Hill, Maryland.
The loan was transferred to special servicing in December 2009 due
to imminent default and is currently 90+ days delinquent.  The
property was built in 1963 and was 80% occupied as of December
2009.

The remaining fifteen specially serviced loans are secured by a
mix of hospitality, multifamily, manufactured housing, office,
retail and self storage properties.  Moody's estimates an
aggregate $77.9 million loss for all specially serviced loans (39%
expected loss on average).  The servicer has recognized an
aggregate $37.2 million appraisal reduction for 11 of the
specially serviced loans.

In addition to recognizing losses from specially serviced loans,
Moody's has assumed a high default probability on four loans which
represent 5% of the pool and has estimated an aggregate loss of
$25.1 million (overall 22% expected loss based on a overall 53%
probability of default) from these troubled loans.  Moody's rating
action recognizes potential uncertainty around the timing and
magnitude of loss from these troubled loans.

Moody's was provided with full-year 2008 or partial year 2009
operating results for 93% of the pool.  Moody's weighted average
LTV ratio, excluding the specially serviced and troubled loans, is
119% compared to 143% at Moody's prior review in February 2009.
The previous review was part of Moody's first quarter 2009 ratings
sweep of 2006-2008 vintage CMBS transactions.

Moody's actual and stressed DSCR are 1.21X and 0.97X,
respectively, compared to 1.02X and 0.91X at last review.  Moody's
actual DSCR is based on Moody's net cash flow 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 the Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple-notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 45, essentially the same as at last review.

The loan with an underlying rating is the Southern Walgreens
Portfolio Loan ($152.0 million -- 7.0% of the pool), which
represents three cross collateralized and cross defaulted loans
secured by 42 Walgreen's stores located in sixteen states.  The
properties are 100% leased to the Walgreen Company (senior
unsecured rating of A2, negative outlook).  Performance has
remained stable since last review.  Moody's underlying rating and
stressed DSCR are Baa3 and 0.72X, respectively, compared to Baa3
and 0.73X at last review.

The loan that previously had an underlying rating is the Eastridge
Mall Loan ($131.5 million -- 6.0% of the pool), which is secured
by 741,552 square foot mall in San Jose, California.  The sponsor
is joint venture between General Growth Properties, Inc. and
Ivanhoe IV, Inc. The property had been included in GGP's
bankruptcy filing but has been returned to the master servicer.
The loan has been modified to extend the maturity date from
September 20, 2011 to August 31, 2017.  As of December 2009, the
inline space was 89% leased compared to 93% in December 2008.  The
property is performing below Moody's original projections due to
decreased revenues and increased operating expenses.  Moody's LTV
and stressed DSCR are 102% and 0.95X, respectively, compared to
82% and 1.30X at last review.

The three largest performing loans represent 10% of the
outstanding pool balance.  The largest loan is the Shoreham Loan
($94.2 million -- 4.3% of the pool), which is secured by a 548
unit, class A residential high-rise located in Chicago, Illinois.
As of December 2009 the property was 83% leased compared to 97% at
securitization.  The property is performing below Moody's original
projections due to increased vacancy and operating expenses.  The
loan is currently on the master servicer's watchlist.  Moody's LTV
and stressed DSCR are 148% and 0.60X, respectively, compared to
131% and 0.66X at last review.

The second largest performing loan is the Temecula Town Center
Loan ($67.4 million -- 3.1% of the pool), which is secured by a
293,331 SF grocery-anchored retail center located in Temecula,
California.  As of September 2009 the property was 84% leased
compared to 88% in September 2008.  Tenants include 24 Hour
Fitness (12% of the net rentable area; lease expiration June 2021)
and Home Goods (10% of the NRA; lease expiration November 2013).
The property is shadow anchored by Vons and Target, which are not
part of the collateral.  The property is performing below Moody's
original projections due to decreased revenues and increased
operating expenses.  Moody's LTV and stressed DSCR are 138% and
0.70X, respectively, compared to 127% and 0.79X at last review.

The third largest performing loan is the Pamida Portfolio Loan
($65.9 million -- 3.0% of the pool), which is secured by 65 retail
stores located throughout 16 states and a head
quarters/distribution center.  The portfolio is 100% leased to
Pamida Stores Operating Co., LLC, under a 15 year master lease.
The property has performed in-line with Moody's projections at
securitization.  Moody's LTV and stressed DSCR are 90% and 1.21X,
respectively, compared to 116% and 0.97X at last review.

Moody's rating action is:

  -- Class A-1, $26,321,048, affirmed at Aaa; previously assigned
     to Aaa on 10/16/2006

  -- Class XC, Notional, affirmed at Aaa; previously assigned to
     Aaa on 10/16/2006

  -- Class XP, Notional, affirmed at Aaa; previously assigned to
     Aaa on 10/16/2006

  -- Class A-2, $411,000,000, affirmed at Aaa; previously assigned
     to Aaa on 10/16/2006

  -- Class A-3,$46,800,000, affirmed at Aaa; previously assigned
     to Aaa on 10/16/2006

  -- Class A-AB,$56,400,000, affirmed at Aaa; previously assigned
     to Aaa on 10/16/2006

  -- Class A-4, $758,891,000, affirmed at Aaa; previously assigned
     to Aaa on 10/16/2006

  -- Class A-1A, $226,706,782, affirmed at Aaa; previously
     assigned to Aaa on 10/16/2006

  -- Class A-M, $224,327,000, downgraded to Aa3 from Aaa;
     previously placed on review for possible downgrade on
     6/2/2010

  -- Class A-J, $179,462,000, downgraded to Baa3 from A1;
     previously placed on review for possible downgrade on
     6/2/2010

  -- Class B, $47,670,000, downgraded to Ba3 from A3; previously
     placed on review for possible downgrade on 6/2/2010

  -- Class C, $25,236,000, downgraded to B2 from Baa1; previously
     placed on review for possible downgrade on 6/2/2010

  -- Class D, $28,041,000, downgraded to Caa2 from Baa3;
     previously placed on review for possible downgrade on
     6/2/2010

  -- Class E, $22,433,000, downgraded to Caa3 from Ba2; previously
     placed on review for possible downgrade on 6/2/2010

  -- Class F, $28,041,000, downgraded to Ca from B2; previously
     placed on review for possible downgrade on 6/2/2010

  -- Class G, $19,629,000, downgraded to C from B3; previously
     placed on review for possible downgrade on 6/2/2010

  -- Class H, $33,649,000, downgraded to C from Caa1; previously
     placed on review for possible downgrade on 6/2/2010

  -- Class J, $5,608,000, downgraded to C from Caa2; previously
     placed on review for possible downgrade on 6/2/2010

  -- Class K, $8,412,000, downgraded to C from Caa2; previously
     placed on review for possible downgrade on 6/2/2010

  -- Class L, $5,608,000, downgraded to C from Caa2; previously
     placed on review for possible downgrade on 6/2/2010

  -- Class M, $2,804,000, downgraded to C from Caa3; previously
     placed on review for possible downgrade on 6/2/2010

  -- Class N, $5,609,000, downgraded to C from Caa3; previously
     placed on review for possible downgrade on 6/2/2010

  -- Class O, $8,412,000, downgraded to C from Caa3; previously
     placed on review for possible downgrade on 6/2/2010


BANC OF AMERICA: Moody's Confirms Ratings on Two Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of two classes,
affirmed ten classes, downgraded nine classes and upgraded nine
non-pooled classes of Banc of America Commercial Mortgage Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2004-3.

The upgrades of the non-pooled Classes UH-A through UH-J, which
are supported by the B -note of the U-Haul Portfolio Loan, are due
to the improved performance of the portfolio.  The downgrades are
due to higher expected losses for the pool resulting from
anticipated losses from specially serviced and highly leveraged
watchlisted loans.  The confirmations and affirmations are due to
key rating parameters, including Moody's loan to value ratio and
Moody's stressed debt service coverage ratio remaining within
acceptable ranges.

Moody's placed 11 classes of this transaction on review for
possible downgrade on June 2, 2010.  This action concludes the
review.  The rating action is the result of Moody's on-going
surveillance of commercial backed securities transactions.

As of the May10, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 24% to $978 million
from $1.29 billion at securitization.  The Certificates are
collateralized by 82 mortgage loans ranging in size from less than
1% to 11% of the pool, with the top ten loans representing 45% of
the pool.  At last review, three loans, representing 23% of the
pool, had investment grade underlying ratings.  One of these loans
has since paid off and two loans, representing 21% of the pool,
are currently in the pool.  Seven loans, representing 5% of the
pool, have defeased and are collateralized by U.S. Government
securities.  Defeasance at last review represented 6% of the pool.

Eighteen loans, representing 12% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (formerly Commercial Mortgage Securities
Association) 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 was liquidated from the pool, resulting in an $58,000
loss (1% loss severity).  Four loans, representing 5% of the pool,
are currently in special servicing.  The largest specially
serviced loan is the St.  Clair Estates Manufactured Home
Community Loan ($25.4 million -- 3% of the pool), which is secured
by a 628-pad unit manufactured housing community.  The loan was
transferred to special servicing in May 2009 for monetary default
and is currently 90+ days delinquent.  The remaining three
specially serviced loans are secured by a mix of office and mobile
home properties.  Moody's estimates an aggregate $29.5 million
loss for the specially serviced loans (overall 68% expected loss).
The special servicer has recognized a cumulative $24.9 million
appraisal reduction for the specially serviced loans.

Moody's has assumed a high default probability on two poorly
performing loans representing 1% of the pool.  Moody's has
estimated an aggregate $6.7 million loss for these troubled loans
(overall 54% expected loss based on a weighted average 75% default
probability).  Moody's rating action recognizes potential
uncertainty around the timing and magnitude of loss from these
troubled loans.

Moody's was provided with full-year 2008 and full-year 2009
operating results for 92% and 89% of the pool, respectively, of
the non-defeased pool.  Excluding specially serviced and troubled
loans, Moody's weighted average LTV ratio is 89% compared to 95%
at last review.  Although the pool's overall leverage has
declined, credit quality dispersion has increased.  Based on
Moody's analysis, 6% of the conduit pool has an LTV in excess of
120% compared to 1% at last review.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCR are 1.45X and 1.17X, respectively, compared to
1.41X and 1.05X at last review.  Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple-notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool, excluding defeased loans, has a Herf of 38 compared to 61 at
last review.  The decline in Herf has been mitigated by increased
credit support.  The pooled balance has declined by 22% since
Moody's last review.

The largest loan with an underlying rating is the U-Haul Portfolio
Loan ($97.6 million -- 11% of the pool), which is secured by 78
properties operated as U-Haul storage or rental centers.  The
portfolio is also encumbered by a $65.2 million B-note which is
the collateral for non-pooled Classes UH-A, UH-B, UH-C, UH-D, UH-
E, UH-F, UH-G, UH-H and UH-J.  The properties total 4.0 million
square feet and are located in 24 states with concentrations in
Texas (21%), Florida (16%) and Arizona (10.4%).  As of December
2009, the portfolio was 100% leased compared to 77% at
securitization.  Actual 2009 net operating income has increased by
20% since securitization.  The loan was structured with a 25-year
amortization schedule and has amortized approximately 7% since
last review.  The loan sponsor is W.P. Carey, an investment firm
specializing in sale-leaseback transactions.  Moody's current
underlying rating and stressed DSCR are Aaa and 3.15X,
respectively, compared to Aaa and 1.95X at last review.

The second largest loan with an underlying rating is the 17 State
Street Loan ($71.2 million -- 6.7% of the pool), which is secured
by a 44-story, Class A, 532,000 square foot office building
located within the South Ferry/Financial District sub-market of
New York City.  As of January 2010, the property was 95% leased
compared to 99% at last review.  The largest tenants are AXA Re-
Insurance (subsidiary of AXA - Moody's senior unsecured rating A2,
stable outlook; 17% of the net rentable area; lease expiration in
July 2012); Fidessa Corp. (14% of the NRA; lease expiration in
November 2011) and Shareholder Communication Inc. (13% of the NRA;
lease expiration February 2011).  Although property performance
has improved since last review, Moody's analysis reflects a
downward adjustment because the property's overall rental level is
above market.  The property's in-place rents average $55/SF
compared to a Q1/2010 average market rent of $49/SF, as reported
by CB Richard Ellis.  The property is also encumbered by a $33.9
million B-note which is the collateral for non-pooled Classes SS-
A, SS-B, SS-C, SS-D and a non-rated class.  The loan matures in
April 2014 and is amortizing on 336-month schedule.  Moody's
current underlying rating and stressed DSCR are Baa2 and 1.50X,
respectively, compared to Baa2 and 1.60X at last review.

The top three conduit loans represent 12% of the outstanding pool
balance.  The largest conduit loan is the SUN Communities -- Scio
Farm Loan ($39.0 million -- 4% of the pool), which is secured by a
913-pad manufactured housing community located in Ann Arbor,
Michigan.  As of December 2009, the property was 97% leased,
essentially the same at last review.  The loan matures in July
2016 and is amortizing on a 30-year schedule.  The sponsor is Sun
Communities, a manufactured housing REIT.  Moody's LTV and
stressed DSCR are 93% and 0.99X, respectively, compared to 103%
and 0.89X at last review.

The second largest conduit loan is the SUN Communities Portfolio 9
Loan ($35.6 million -- 3.7% of the pool), which is secured by four
manufactured housing communities totaling 1,235 pads.  The
properties are located in Michigan (3) and Florida (1).  As of
December 2009, the portfolio was 96% leased compared to 98% at
last review.  Moody's LTV and stressed DSCR are 90% and 1.08X,
respectively, compared 102% and 0.95X at last review.

The third largest conduit loan is the Quarters at Memorial Loan
($32.4 million -- 3.7% of the pool), which is secured by a 380-
unit multifamily property located in Houston, Texas.  As of
January 2010, the property was 93% leased, essentially the same as
at last review.  Moody's LTV and stressed DSCR are is 78% and
1.11X, respectively, compared to 97% and 0.87X at last review.

Moody's rating action is:

  -- Class A-4, $93,151,496, affirmed at Aaa; previously assigned
     Aaa on 7/20/2004

  -- Class A-5, $414,397,485, affirmed at Aaa; previously assigned
     Aaa on 7/20/2004

  -- Class A-1A, $207,015,931, affirmed at Aaa; previously
     assigned Aaa on 7/20/2004

  -- Class X, Notional, affirmed at Aaa; previously assigned Aaa
     on 7/20/2004

  -- Class B, $28,879,200, affirmed at Aa1; previously upgraded to
     Aa1 from Aa2 on 3/9/2007

  -- Class C, $11,551,680, affirmed at Aa2; previously upgraded to
     Aa2 from Aa3 on 3/9/2007

  -- Class D, $24,547,319, confirmed at A2; previously on 6/2/2010
     placed on review for possible downgrade

  -- Class E, $11,551,680, confirmed at A3; previously on 6/2/2010
     placed on review for possible downgrade

  -- Class F, $15,883,560, downgraded to Baa2 from Baa1;
     previously on 6/2/2010 placed on review for possible
     downgrade

  -- Class G, $11,551,680, downgraded to Ba1 from Baa2; previously
     on 6/2/2010 placed on review for possible downgrade

  -- Class H, $15,883,560, downgraded to B1 from Baa3; previously
     on 6/2/2010 placed on review for possible downgrade

  -- Class J, $4,331,880, downgraded to B3 from Ba1; previously on
     6/2/2010 placed on review for possible downgrade

  -- Class K, $5,775,840, downgraded to Caa3 from Ba2; previously
     on 6/2/2010 placed on review for possible downgrade

  -- Class L, $5,775,840, downgraded to Ca from Ba3; previously on
     6/2/2010 placed on review for possible downgrade

  -- Class M, $4,331,880, downgraded to C from B1; previously on
     6/2/2010 placed on review for possible downgrade

  -- Class N, $2,887,920, downgraded to C from B2; previously on
     6/2/2010 placed on review for possible downgrade

  -- Class O, $2,887,920, downgraded to C from B3; previously on
     6/2/2010 placed on review for possible downgrade

  -- Class SS-A,$3,055,844, affirmed at Baa3; previously assigned
     Baa3 on 7/20/2004

  -- Class SS-B,$2,184,285, affirmed at Ba1; previously assigned
     Baa3 on 7/20/2004

  -- Class SS-C,$3,276,427, affirmed at Ba2; previously assigned
     Baa3 on 7/20/2004

  -- Class SS-D,$4,368,573, affirmed at Ba3; previously assigned
     Baa3 on 7/20/2004

  -- Class UH-A,$10,757,680, upgraded to Aaa from Aa1; previously
     assigned Aa1 on 7/20/2004

  -- Class UH-B,$7,847,614, upgraded to Aa1 from Aa2; previously
     assigned Aa2 on 7/20/2004

  -- Class UH-C,$2,752,376, upgraded to Aa2 from Aa3; previously
     assigned Aa3 on 7/20/2004

  -- Class UH-D,$8,458,502, upgraded to Aa3 from A1; previously
     assigned A1 on 7/20/2004

  -- Class UH-E,$4,484,351, upgraded to A1 from A2; previously
     assigned A2 on 7/20/2004

  -- Class UH-F,$5,552,925, upgraded to A2 from A3; previously
     assigned A3 on 7/20/2004

  -- Class UH-G,$5,657,953, upgraded to A3 from Baa1; previously
     assigned Baa1 on 7/20/2004

  -- Class UH-H,$4,484,351, upgraded to Baa1 from Baa2; previously
     assigned Baa2 on 7/20/2004

  -- Class UH-J,$15,032,535, upgraded to Baa2 from Baa3;
     previously assigned Baa3 on 7/20/2004


BEAR STEARNS: Moody's Downgrades Ratings on 63 Tranches
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 63
tranches from 8 RMBS transactions, backed by Alt-A loans, issued
under the Bear Stearns ARM Trust shelf.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, Alt-A residential mortgage loans.
The actions are a result of the rapidly deteriorating performance
of Alt-A pools in conjunction with macroeconomic conditions that
remain under duress.  The actions reflect Moody's updated loss
expectations on Alt-A pools issued from 2005 to 2007.

To assess the rating implications of the updated loss levels on
Alt-A RMBS, each individual pool was run through a variety of
scenarios in the Structured Finance Workstation(R), the cash flow
model developed by Moody's Wall Street Analytics.  This individual
pool level analysis incorporates performance variances across the
different pools and the structural features of the transaction
including priorities of payment distribution among the different
tranches, average life of the tranches, current balances of the
tranches and future cash flows under expected and stressed
scenarios.  The scenarios include ninety-six different
combinations comprising of six loss levels, four loss timing
curves and four prepayment curves.  The volatility in losses
experienced by a tranche due to small increments in losses on the
underlying mortgage pool is taken into consideration when
assigning ratings.

The above mentioned approach "Alt-A RMBS Loss Projection Update:
February 2010" is adjusted slightly when estimating losses on
pools left with a small number of loans.  To project losses on
pools with fewer than 100 loans, Moody's first estimates a
"baseline" average rate of new delinquencies for the pool that is
dependent on the vintage of loan origination (10%, 19% and 21% for
the 2005, 2006 and 2007 vintage respectively).  This baseline rate
is higher than the average rate of new delinquencies for the
vintage to account for the volatile nature of small pools.  Even
if a few loans in a small pool become delinquent, there could be a
large increase in the overall pool delinquency level due to the
concentration risk.Once the baseline rate is set, further
adjustments are made based on 1) the number of loans remaining in
the pool and 2) the level of current delinquencies in the pool.
The fewer the number of loans remaining in the pool, the higher
the volatility and hence the stress applied.  Once the loan count
in a pool falls below 75, the rate of delinquency is increased by
1% for every loan less than 75.  For example, for a pool with 74
loans from the 2005 vintage, the adjusted rate of new delinquency
would be 10.10%.  If current delinquency levels in a small pool is
low, future delinquencies are expected to reflect this trend.  To
account for that, the rate calculated above is multiplied by a
factor ranging from 0.2 to 2.0 for current delinquencies ranging
from less than 2.5% to greater than 50% respectively.
Delinquencies for subsequent years and ultimate expected losses
are projected using the approach described in the methodology
publication.

Complete rating actions are:

Issuer: Bear Stearns ARM Trust 2005-1

  -- Cl. I-A-1, Downgraded to Caa2; previously on Jan 14, 2010
     Baa2 Placed Under Review for Possible Downgrade

  -- Cl. II-A-1, Downgraded to Caa2; previously on Jan 14, 2010
     Baa2 Placed Under Review for Possible Downgrade

  -- Cl. II-A-2, Downgraded to Caa2; previously on Jan 14, 2010
     Baa2 Placed Under Review for Possible Downgrade

  -- Cl. III-A-1, Downgraded to Caa2; previously on Jan 14, 2010
     Aa2 Placed Under Review for Possible Downgrade

  -- Cl. IV-A-1, Downgraded to Caa1; previously on Jan 14, 2010
     Aa2 Placed Under Review for Possible Downgrade

  -- Cl. B-1, Downgraded to C; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. B-2, Downgraded to C; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. B-3, Downgraded to C; previously on Jan 14, 2010 Caa3
     Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2005-11

  -- Cl. I-A-1, Downgraded to B2; previously on Jan 14, 2010 Aa2
     Placed Under Review for Possible Downgrade

  -- Cl. II-A-1, Downgraded to B3; previously on Jan 14, 2010 Aa2
     Placed Under Review for Possible Downgrade

  -- Cl. III-A-1, Downgraded to B3; previously on Jan 14, 2010 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. IV-A-1, Downgraded to B2; previously on Jan 14, 2010 Aa2
     Placed Under Review for Possible Downgrade

  -- Cl. V-A-1, Downgraded to B2; previously on Jan 14, 2010 Aa1
     Placed Under Review for Possible Downgrade

  -- Cl. V-A-2, Downgraded to Ca; previously on Jan 14, 2010 Aa2
     Placed Under Review for Possible Downgrade

  -- Cl. B-1, Downgraded to C; previously on Jan 14, 2010 A1
     Placed Under Review for Possible Downgrade

  -- Cl. B-2, Downgraded to C; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. B-3, Downgraded to C; previously on Jan 14, 2010 B1
     Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2005-12

  -- Cl. I-1-A-1, Downgraded to Caa3; previously on Jan 14, 2010
     B3 Placed Under Review for Possible Downgrade

  -- Cl. I-1-A-2, Downgraded to C; previously on Jan 14, 2010 Caa3
     Placed Under Review for Possible Downgrade

  -- Cl. I-2-A-1, Downgraded to Caa3; previously on Jan 14, 2010
     Ba1 Placed Under Review for Possible Downgrade

  -- Cl. I-2-A-2, Downgraded to C; previously on Jan 14, 2010 Caa1
     Placed Under Review for Possible Downgrade

  -- Cl. I-3-A-1, Downgraded to Caa1; previously on Jan 14, 2010
     Aa3 Placed Under Review for Possible Downgrade

  -- Cl. I-3-A-2, Downgraded to C; previously on Jan 14, 2010 Baa2
     Placed Under Review for Possible Downgrade

  -- Cl. II-1-A-1, Downgraded to Caa3; previously on Jan 14, 2010
     Caa1 Placed Under Review for Possible Downgrade

  -- Cl. II-2-A-1, Downgraded to Caa3; previously on Jan 14, 2010
     B3 Placed Under Review for Possible Downgrade

  -- Cl. II-2-A-2, Downgraded to C; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Cl. II-3-A-1, Downgraded to Caa3; previously on Jan 14, 2010
     B3 Placed Under Review for Possible Downgrade

  -- Cl. II-3-A-2, Downgraded to C; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Cl. II-4-A-1, Downgraded to Caa2; previously on Jan 14, 2010
     Aa2 Placed Under Review for Possible Downgrade

  -- Cl. II-5-A-1, Downgraded to Caa3; previously on Jan 14, 2010
     Caa1 Placed Under Review for Possible Downgrade

  -- Cl. I-B-1, Downgraded to C; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Cl. I-B-2, Downgraded to C; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Cl. I-B-3, Downgraded to C; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2005-3

  -- Cl. I-A-1, Downgraded to Caa3; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. II-A-1, Downgraded to Caa2; previously on Jan 14, 2010
     Ba1 Placed Under Review for Possible Downgrade

  -- Cl. II-A-2, Downgraded to Caa2; previously on Jan 14, 2010
     Ba1 Placed Under Review for Possible Downgrade

  -- Cl. B-1, Downgraded to C; previously on Jan 14, 2010 B1
     Placed Under Review for Possible Downgrade

  -- Cl. B-2, Downgraded to C; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2005-4

  -- Cl. I-A-1, Downgraded to Caa3; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. II-A-1, Downgraded to Baa2; previously on Jan 14, 2010
     Baa1 Placed Under Review for Possible Downgrade

  -- Cl. II-A-2, Downgraded to B2; previously on Jan 14, 2010 Baa2
     Placed Under Review for Possible Downgrade

  -- Cl. II-A-3, Downgraded to Caa2; previously on Jan 14, 2010
     Baa3 Placed Under Review for Possible Downgrade

  -- Cl. II-X-1, Downgraded to B2; previously on Jan 14, 2010 Baa2
     Placed Under Review for Possible Downgrade

  -- Cl. III-A-1, Downgraded to Caa2; previously on Jan 14, 2010
     Baa3 Placed Under Review for Possible Downgrade

  -- Cl. IV-A-1, Downgraded to Caa1; previously on Jan 14, 2010 A1
     Placed Under Review for Possible Downgrade

  -- Cl. B-1, Downgraded to C; previously on Jan 14, 2010 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. B-2, Downgraded to C; previously on Jan 14, 2010 B1
     Placed Under Review for Possible Downgrade

  -- Cl. B-3, Downgraded to C; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. B-4, Downgraded to C; previously on Jan 14, 2010 Caa2
     Placed Under Review for Possible Downgrade

  -- Cl. B-5, Downgraded to C; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Cl. B-6, Downgraded to C; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2005-6

  -- Cl. I-A-1, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. II-A-1, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. III-A-1, Downgraded to Caa2; previously on Jan 14, 2010
     B3 Placed Under Review for Possible Downgrade

  -- Cl. IV-A-1, Downgraded to Caa2; previously on Jan 14, 2010
     Ba2 Placed Under Review for Possible Downgrade

  -- Cl. V-A-1, Downgraded to Caa1; previously on Jan 14, 2010
     Baa1 Placed Under Review for Possible Downgrade

  -- Cl. B-1, Downgraded to C; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2005-7

  -- Cl. I-A-1, Downgraded to Caa2; previously on Jan 14, 2010 A1
     Placed Under Review for Possible Downgrade

  -- Cl. I-A-2, Downgraded to C; previously on Jan 14, 2010 Baa1
     Placed Under Review for Possible Downgrade

  -- Cl. II-A-1, Downgraded to Caa1; previously on Jan 14, 2010
     Aa2 Placed Under Review for Possible Downgrade

  -- Cl. II-A-2, Downgraded to C; previously on Jan 14, 2010 Baa1
     Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2005-9

  -- Cl. A-1, Downgraded to Caa1; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to C; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade


BLUE HERON: Moody's Junks Rating on Class A Notes From 'B3'
-----------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
rating of one class of notes issued by Blue Heron Funding II Ltd.
The notes affected by the rating action is:

  -- US$890,000,000 Class A Blue Heron Funding II Notes, due
     December 2041; Downgraded to Caa2; Previously on March 26,
     2009, Downgraded to B3.

Blue Heron Funding II Ltd. is a collateralized debt obligation
issuance backed primarily by a portfolio of structured finance
securities.  Residential Mortgage-Backed Securities originated
before 2005 comprises over 25% of the underlying portfolio.

According to Moody's, the rating downgrade action is the result of
deterioration in the credit quality of the underlying portfolio.
Such credit deterioration is observed through numerous factors,
including an increase in the weighted average rating factor,
failure of the coverage tests, and the number of assets that are
currently on review for possible downgrade.  The WARF has
increased from 196.9 in March 2009 to 516.9 in May 2010.  All the
OC tests are failing and have been deteriorating.  Additionally,
in April 2010, the Moody's ratings of approximately $79 million of
pre-2005 RMBS within the underlying portfolio were placed on
review for possible downgrade as a result of Moody's updated
expected loss projections for certain RMBS.

Moody's explained that in arriving at the rating actions noted
above, the ratings of subprime, Alt-A and Option-ARM RMBS which
are currently on review for possible downgrade were stressed.  For
purposes of monitoring its ratings of SF CDOs with exposure to
pre-2005 vintage RMBS, Moody's considered the various factors
indicating continued negative performance that were described in
Moody's press releases dated April 8th for subprime, April 12th
for Option-ARM and April 13th for Alt-A.  Such seasoned deals will
have varying stress based on RMBS asset type.

For pre-2005 Alt-A, Aaa rated securities were stressed by four
notches, Aa rated securities by six notches, and A or Baa rated
securities by nine notches.  Pre-2005 Option-ARM securities
currently rated Aaa were stressed by two notches, Aa and A by six
notches, and Baa by nine notches.

For pre-2005 subprime, Aaa and Aa rated securities were stressed
by two notches, A rated securities were stressed by six notches,
and Baa rated securities were stressed by nine notches.

All subprime, Alt-A and Option-ARM RMBS securities which
originated prior to 2005, are currently rated Ba or below, and are
also currently on review for possible downgrade have been stressed
to Ca.

Moody's further explained that these stresses are based on a
preliminary sample analysis of deals from a given vintage and
asset type, and that they will be utilized in its SF CDO rating
analysis while subprime, Alt-A and Option-ARM securities remain on
review for downgrade.  Current public ratings will be used for
securities that have undergone an in depth review by Moody's RMBS
team, and that are no longer on review for downgrade.

Moody's continues to monitor this transaction using primarily the
methodology and its supplements for ABS CDOs as described in
Moody's Special Report below:

  -- Moody's Approach to Rating SF CDOs (August 2009)

In deriving its ratings, Moody's uses the collateral instrument's
current rating-based expected loss, Moody's recovery rate table,
and the original rating of the instrument along with its average
life to infer an unadjusted default probability.  In addition to
the quantitative factors that are explicitly modeled, qualitative
factors are part of rating committee considerations.  These
qualitative factors include the structural protections in each
transaction, the recent deal performance in the current market
environment, the legal environment, and specific documentation
features.  All information available to rating committees,
including macroeconomic forecasts, input from other Moody's
analytical groups, market factors, and judgments regarding the
nature and severity of credit stress on the transactions, may
influence the final rating decision.


C-BASS CBO: Fitch Affirms Ratings on Three Classes of Notes
-----------------------------------------------------------
Fitch Ratings has affirmed three classes of notes issued by C-BASS
CBO IV, Ltd./Corp. as a result of stable performance in the
portfolio since Fitch's last rating action in October 2009.  The
details of the rating action follow at the end of this press
release.

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 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 the various default
timing and interest rate stress scenarios, as described in the
report 'Global Criteria for Cash Flow Analysis in Corporate CDOs -
Amended'.  This analysis suggests that the major risk to the class
B-1 and B-2 (together, class B) notes remains its ability to
receive timely interest.  Due to an outsized out-of-the money
interest rate swap, principal proceeds have been used to fund part
of the swap payments and entire current interest to the class B
notes since January 2010.

While Fitch believes that the class B notes are likely to be paid
in full, class B interest is non-deferrable and thus any missed
interest payment, even if eventually remedied, would constitute a
default.  Given the slow pace of the step-down in the swap
notional, the ability to receive timely interest depends on the
steady, although at a relatively low dollar value, flow of
principal proceeds from the remaining performing assets in the
portfolio.  While the notes have amortized approximately
$0.9 million since Fitch's previous rating action in October 2009,
or nearly 34% of the balance at last review, the pace of the
paydown has noticeably slowed, reflecting more recent lower levels
of the principal proceeds.  The portfolio remains highly
concentrated in a few performing assets, with continued potential
for uneven principal amortization.

As a result, Fitch believes that the risk of a future interest
shortfall to the class B remains and is maintaining the Rating
Watch Negative on the notes.

While accrued interest to the class C notes is currently being
paid-in-kind, whereby the class balance is written up by the
amount of deferred interest, Fitch expects the class to resume
regular and compensating payments once the class B notes are paid
in full.  Fitch has not placed this class on Rating Watch Negative
because this class is allowed to defer its interest.  However,
Fitch maintains a Negative Outlook on the class C notes due to the
continuing erosion of principal and the highly concentrated nature
of the portfolio.

The Loss Severity rating of 'LS5' assigned to the class B and
class C notes indicates the tranche's potential loss severity
given default, as evidenced by the ratio of tranche size to the
base-case loss expectation for the collateral, as explained in
Fitch's 'Criteria for Structured Finance Loss Severity Ratings'.
The LS rating should always be considered in conjunction with the
notes' long-term credit rating.  Fitch does not assign LS ratings
to tranches rated 'CCC' and below.

The breakeven rates from the cash flow model for the class D-1 and
D-2 (together, class D) notes were lower than the 'CCC' level of
defaults projected by SF PCM and the percentage of the portfolio
with a Fitch Derived Rating of 'C' or lower.  The class D notes
are PIKing and are not expected to receive full principal
repayment by maturity and are therefore affirmed at 'C'.

C-BASS IV is a structured finance collateralized debt obligation
that closed on June 27, 2002 and is monitored by C-BASS Investment
Management LLC.  The portfolio is composed of residential
mortgage-backed securities (79.2%) and SF CDOs (20.8%)

Fitch has taken these rating actions on C-BASS IV:

  -- $1,168,811 class B-1 notes rated 'A/LS5', remains on Rating
     Watch Negative;

  -- $649,339 class B-2 notes rated 'A/LS5', remains on Rating
     Watch Negative;

  -- $5,070,874 class C notes affirmed at 'BBB/LS5', Outlook
     Negative;

  -- $2,246,864 class D-1 notes affirmed at 'C';

  -- $13,258,785 class D-2 notes affirmed at 'C'.


C-BASS CBO: Fitch Downgrades Ratings on Two Classes of Notes
------------------------------------------------------------
Fitch Ratings has downgraded two and affirmed two classes of notes
issued by C-BASS CBO XV, Ltd./Corp.

On the May 17, 2010 payment date, there was a default in the
payment of interest on the class A and B notes, which resulted in
the declaration of an Event of Default on May 20, 2010.  The class
A and B notes are non-deferrable classes and therefore they have
been downgraded to 'D'.

C-BASS CBO XV, Ltd, is a cash collateralized debt obligation that
closed on Feb. 16, 2006 and is managed by C-BASS Investment
Management LLC.  As of the May 2010 trustee report, the portfolio
is comprised of residential mortgage backed securities primarily
from 2005 to 2006 vintage transactions.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs'.  Due
to the extent of collateral deterioration within the portfolios,
Fitch believes that the likelihood of default for all the classes
can be assessed without using the Structured Finance Portfolio
Credit Model or performing cash flow model analysis under the
framework described in the 'Global Criteria for Cash Flow Analysis
in CDOs - Amended' report.

Fitch is taking these rating actions:

  -- $524,625,321 class A notes downgraded to 'D' from 'C';
  -- $39,100,000 class B notes downgraded to 'D' from 'C';
  -- $44,800,000 class C notes affirmed at 'C';
  -- $18,284,000 class D notes affirmed at 'C'.


C-BASS CBO: Moody's Downgrades Ratings on Two Classes of Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of two classes of notes issued by C-BASS CBO IX, Limited.
The notes affected by the rating action are:

  -- US$220,500,000 Class A-1 First Priority Senior Secured
     Floating Rate Notes, Due 2039, Downgraded to B1; previously
     on 3/4/2010, Downgraded to Ba1;

  -- US$20,000,000 Class A-2 Second Priority Senior Secured
     Floating Rate Notes, Due 2039, Downgraded to Caa3; previously
     on 3/4/2010, Downgraded to Caa1.

C-BASS CBO IX, Limited, is a collateralized debt obligation
issuance backed by a portfolio of Residential Mortgage-Backed
Securities, the majority of which were originated in 2003 and
2004.

Moody's explained that in arriving at the rating actions noted
above, the ratings of subprime, Alt-A and Option-ARM RMBS which
are currently on review for possible downgrade were stressed.  For
purposes of monitoring its ratings of SF CDOs with exposure to
pre-2005 vintage RMBS, Moody's considered the various factors
indicating continued negative performance that were described in
Moody's press releases dated April 8th for subprime, April 12th
for Option-ARM and April 13th for Alt-A.  Such seasoned deals will
have varying stress based on RMBS asset type.

For pre-2005 Alt-A, Aaa rated securities were stressed by four
notches, Aa rated securities by six notches, and A or Baa rated
securities by nine notches.  Pre-2005 Option-ARM securities
currently rated Aaa were stressed by two notches, Aa and A by six
notches, and Baa by nine notches.

For pre-2005 subprime, Aaa and Aa rated securities were stressed
by two notches, A rated securities were stressed by six notches,
and Baa rated securities were stressed by nine notches.

All subprime, Alt-A and Option-ARM RMBS securities which
originated prior to 2005, are currently rated Ba or below, and are
also currently on review for possible downgrade have been stressed
to Ca.

Moody's further explained that these stresses are based on a
preliminary sample analysis of deals from a given vintage and
asset type, and that they will be utilized in its SF CDO rating
analysis while subprime, Alt-A and Option-ARM securities remain on
review for downgrade.  Current public ratings will be used for
securities that have undergone an in depth review by Moody's RMBS
team, and that are no longer on review for downgrade.

Moody's continues to monitor this transaction using primarily the
methodology and its supplements for ABS CDOs as described in
Moody's Special Report below:

  -- Moody's Approach to Rating SF CDOs (August 2009)

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


CAPLEASE CDO: S&P Downgrades Ratings on Five Classes of Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes from CapLease CDO 2005-1 Ltd. and removed them from
CreditWatch negative.

The downgrades reflect S&P's analysis of the transaction,
including the effect of the deteriorating economic conditions and
current credit characteristics of the underlying collateral
assets.  S&P's analysis also considered the transaction's
liability structure and the application of its updated U.S.
commercial real estate collateralized debt obligation criteria.

According to the April 23, 2010 trustee report, the transaction's
current asset pool included these:

* Thirty-five senior-interest and senior participation loans
  ($216.3 million, 72.8%);

* Twelve commercial mortgage-backed securities tranches
  ($64.4 million, 21.7%); and

* Twenty-two subordinate interest loans ($16.2 million, 5.5%).

Standard & Poor's reviewed and updated credit estimates for all of
the non-defaulted loan assets.  S&P based the analyses on its
adjusted net cash flows, which S&P derived from the most recent
financial data provided by the collateral manager, CapLease LLC,
and the trustee, Bank of America Merrill Lynch, as well as market
and valuation data from third-party providers.  S&P also
considered the ratings on the credit tenants for certain loans in
accordance with S&P's criteria.  S&P's analysis primarily reflects
information provided by the collateral manager.  Based on S&P's
analysis, Standard & Poor's weighted average credit estimate for
these assets is 'bb'.

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

       Ratings Lowered And Removed From Creditwatch Negative

                     CapLease CDO 2005-1 Ltd.
                 Collateralized debt obligations

                            Rating
                            ------
          Class     To                   From
          -----     --                   ----
          A         BBB+                 AAA/Watch Neg
          B         BBB-                 AA/Watch Neg
          C         BB+                  A-/Watch Neg
          D         BB+                  BBB/Watch Neg
          E         BB+                  BBB-/Watch Neg


CASHEL ROCK: Moody's Upgrades Ratings on Three Classes of Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by Cashel Rock CBO, Ltd.:

  -- $217,400,000 Class A-1 Senior Secured Floating Rate Notes Due
     2014 (current balance of $22,913,788), Upgraded to Aaa;
     previously on May 14, 2009 Downgraded to Aa2;

  -- $12,500,000 Class A-2 Variable Interest Participating Notes
     Due 2014 (current balance of $11,299,328), Upgraded to Aaa;
     previously on May 14, 2009 Downgraded to Aa3;

  -- $20,000,000 Class A-3 Senior Contingent Performance Notes Due
     2014, Upgraded to Baa1; previously on May 14, 2009 Downgraded
     to Ba1.

According to Moody's, the rating actions taken on the notes are a
result of substantial delevering of the transaction from
unscheduled principal proceeds.  In particular, the Class A-1
Notes were paid a total of about $37 million since the previous
rating action, accounting for roughly 62% of the total Class A-1
outstanding balance reported in May 2009.  Moody's notes that a
considerable amount of the principal proceeds used to delever the
Class A-1 Notes was from unscheduled prepayments and redemptions
(including redemptions at par or at a premium to par), and to a
lesser extent, from sales of bonds in the underlying portfolio.

Cashel Rock CBO, Ltd., issued on November 15, 2001, is a
collateralized bond obligation backed primarily by a portfolio of
senior unsecured bonds.


CHASEFLEX TRUST: Moody's Downgrades Ratings on 18 Tranches
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 18
tranches from the ChaseFlex Trust Series 2005-2 transaction.

The collateral backing this transaction consists primarily of
first-lien, fixed-rate, Alt-A residential mortgage loans.  The
actions are a result of the rapidly deteriorating performance of
Alt-A pools in conjunction with macroeconomic conditions that
remain under duress.  The actions reflect Moody's updated loss
expectations on Alt-A pools issued from 2005 to 2007.

To assess the rating implications of the updated loss levels on
Alt-A RMBS, each individual pool was run through a variety of
scenarios in the Structured Finance Workstation(R), the cash flow
model developed by Moody's Wall Street Analytics.  This individual
pool level analysis incorporates performance variances across the
different pools and the structural features of the transaction
including priorities of payment distribution among the different
tranches, average life of the tranches, current balances of the
tranches and future cash flows under expected and stressed
scenarios.  The scenarios include ninety-six different
combinations comprising of six loss levels, four loss timing
curves and four prepayment curves.  The volatility in losses
experienced by a tranche due to small increments in losses on the
underlying mortgage pool is taken into consideration when
assigning ratings.

Complete rating actions are:

Issuer: ChaseFlex Trust Series 2005-2

  -- Cl. A-P, Downgraded to Caa1; previously on Jan 14, 2010 Ba1
    Placed Under Review for Possible Downgrade

  -- Cl. 1-A1, Downgraded to Caa1; previously on Jan 14, 2010 Ba1
    Placed Under Review for Possible Downgrade

  -- Cl. 1-A2, Downgraded to Caa1; previously on Jan 14, 2010 Ba1
    Placed Under Review for Possible Downgrade

  -- Cl. A-X, Downgraded to Caa1; previously on Jan 14, 2010 Ba1
    Placed Under Review for Possible Downgrade

  -- Cl. 2-A1, Downgraded to Caa1; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A2, Downgraded to Caa1; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. 3-A1, Downgraded to Caa2; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. 3-A2, Downgraded to Caa1; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. 3-A3, Downgraded to Caa1; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. 3-A4, Downgraded to Caa1; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. 4-A1, Downgraded to Caa1; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. 4-A2, Downgraded to Caa1; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. 4-A3, Downgraded to Caa1; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. 5-A1, Downgraded to Caa2; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. 5-A4, Downgraded to B3; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. 5-A5, Downgraded to Caa2; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. 5-A6, Downgraded to Caa2; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. 5-A7, Downgraded to Caa2; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. 5-A8, Downgraded to Caa2; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade


CHRYSLER FINANCIAL: Moody's Upgrades Ratings on 10 Securities
-------------------------------------------------------------
Moody's has upgraded ten securities from five outstanding prime
auto loan securitizations sponsored by Chrysler Financial Services
Americas LLC from 2006 to 2008.  The upgrades were prompted by the
build up of credit enhancement relative to remaining losses, as
well as by a slight downward revision on collateral loss
expectations due to stabilization of performance since the last
review.  The affected transactions benefit from non-declining
reserve accounts and overcollateralization, as well as additional
credit enhancement in the form of cash contributed by the sponsor
to the 2007-A and 2008-A transactions in November 2008.

In addition to collateral performance and available credit
enhancement, other qualitative factors such as Chrysler
Financial's ongoing restructuring and the uncertainty surrounding
future business prospects were key considerations in the ratings
of the longer maturing securities.  Following an agreement between
Chrysler LLC and GMAC Inc. (now Ally Financial Inc.) to provide
wholesale and retail financing for Chrysler vehicles, Chrysler
Financial is no longer the captive finance arm of Chrysler LLC.
The company will have to rely predominantly on originating
standard (non subvented) loans in the future.  The company has
reduced its staff by approximately 30% since April 2009 as it
restructures and realigns its business.

Moody's expects DaimlerChrysler Auto Trust 2006-B and 2006-C, to
incur lifetime cumulative net losses of 2.30% and 2.60%,
respectively, as a percentage of the original pool balance,
slightly lower than previous expectations of 2.50% to 3.00%.
Total hard credit enhancement (excluding available excess spread
and yield supplement overcollateralization-YSOC) for Class B
tranches are approximately 34% for 2006-B and 14% for 2006-C as a
percentage of the outstanding collateral pool balances adjusted
for YSOC.  The YSOC compensates for the lower APR on the subvened
loans, and declines each month based on a fixed schedule.
Currently, YSOC for these transactions ranges between
approximately 3% to 5%.  The OC and reserves for both transactions
are at their floor levels, and are expected to increase as a
percentage of the collateral balance as the pools pay down.  In
addition, the transactions benefit from excess spread, which is
estimated at 3% per annum for 2006-B and 0.50% per annum for 2006-
C.  Principal payments are allocated sequentially between the
Class A and B notes.  Moody's volatility proxy Aaa levels for the
2006-B and 2006-C transactions are approximately 4% and 6%
respectively, of the remaining pool balance.

Moody's expects Chrysler Financial Auto Securitization Trust 2007-
A, 2008-A, and 2008-B to incur lifetime cumulative net losses of
7.50%, 7.25%, and 7.00%, respectively, as a percentage of the
original pool balance.  These expectations fall in the lower end
of the previous range of 7% to 8% from February 2009, when
securities from these transactions were downgraded.  Total hard
credit enhancement (excluding available excess spread and -YSOC)
for Class A-4 tranches ranges between approximately 27% to 31% of
the outstanding collateral pool balances adjusted for YSOC.  The
credit enhancement (excluding excess spread and YSOC) for the
upgraded class B and C respectively range between 13% to 17% and
10%to 11% of the outstanding collateral pool balances adjusted for
YSOC.  Currently, YSOC for these transactions ranges between
approximately 2% to 4%.  In addition, the transactions benefit
from excess spread which ranges between approximately 1% to 3% per
annum.  Principal payments are allocated sequentially between the
Class A, B, and C notes.  Moody's volatility proxy Aaa levels for
the 2007-A, 2008-A and 2008-B transactions are approximately 24%,
26% and 26% respectively, of the remaining pool balance.

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 macroeconomic environment and weakness
in the used vehicle market.  Moody's currently views the used
vehicle market as stronger now than it was a year ago, when the
uncertainty relating to the economy as well as the future of the
U.S auto manufacturers was significantly greater.  Overall,
Moody's central global scenario remains "Hook-shaped" for 2010 and
2011; Moody's expect overall a sluggish recovery in most of the
world largest economies, returning to trend growth rate with
elevated fiscal deficits and persistent unemployment levels.

Complete rating actions are:

Issuer: DaimlerChrysler Auto Trust 2006-B

  * Pool Current Expected Cumulative Net Losses: 2.30% (as a
    percentage of the original loan pool balance)

  -- Cl. B, Upgraded to Aaa from A2 Placed Under Review for
     Possible Upgrade; previously on May 19, 2010 A2 Placed Under
     Review for Possible Upgrade

Issuer: DaimlerChrysler Auto Trust 2006-C

  * Pool Current Expected Cumulative Net Losses: 2.60% (as a
    percentage of the original loan pool balance)

  -- Cl. B, Upgraded to Aa2 from A1 Placed Under Review for
     Possible Upgrade; previously on May 19, 2010 A1 Placed Under
     Review for Possible Upgrade

Issuer: Chrysler Financial Auto Securitization Trust 2007-A

  * Pool Current Expected Cumulative Net Losses: 7.50% (as a
    percentage of the original loan pool balance)

  -- Cl. A-4, Confirmed at Aa3 from Aa3 Placed Under Review for
     Possible Upgrade; previously on May 19, 2010 Aa3 Placed Under
     Review for Possible Upgrade

  -- Cl. B, Upgraded to A3 from Baa3 Placed Under Review for
     Possible Upgrade; previously on May 19, 2010 Baa3 Placed
     Under Review for Possible Upgrade

  -- Cl. C, Upgraded to Ba1 from Ba2 Placed Under Review for
     Possible Upgrade; previously on May 19, 2010 Ba2 Placed Under
     Review for Possible Upgrade

Issuer: Chrysler Financial Auto Securitization Trust 2008-A

  * Pool Current Expected Cumulative Net Losses: 7.25% (as a
    percentage of the original loan pool balance)

  -- Cl. A-4, Upgraded to Aa3 from A3 Placed Under Review for
     Possible Upgrade; previously on May 19, 2010 A3 Placed Under
     Review for Possible Upgrade

  -- Cl. B, Upgraded to A3 from Baa3 Placed Under Review for
     Possible Upgrade; previously on May 19, 2010 Baa3 Placed
     Under Review for Possible Upgrade

  -- Cl. C, Upgraded to Ba1 from Ba3 Placed Under Review for
     Possible Upgrade; previously on May 19, 2010 Ba3 Placed Under
     Review for Possible Upgrade

Issuer: Chrysler Financial Auto Securitization Trust 2008-B

  * Pool Current Expected Cumulative Net Losses: 7.00% (as a
    percentage of the original loan pool balance)

  -- Cl. A-4, Upgraded to Aa3 from Baa1 Placed Under Review for
     Possible Upgrade; previously on May 19, 2010 Baa1 Placed
     Under Review for Possible Upgrade

  -- Cl. B, Upgraded to Baa1 from Ba1 Placed Under Review for
     Possible Upgrade; previously on May 19, 2010 Ba1 Placed Under
     Review for Possible Upgrade


CITICORP MORTGAGE: Moody's Downgrades Ratings on 115 Tranches
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 115
tranches, confirmed the ratings of six tranches, and upgraded the
rating of two tranches from 10 RMBS transactions, backed by prime
jumbo loans, issued by Citicorp Mortgage Trust.

The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable, prime jumbo residential mortgage
loans.  The actions are a result of the rapidly deteriorating
performance of jumbo pools in conjunction with macroeconomic
conditions that remain under duress.  The actions reflect Moody's
updated loss expectations on prime jumbo pools issued from 2005 to
2008.

To assess the rating implications of the updated loss levels on
prime jumbo RMBS, each individual pool was run through a variety
of scenarios in the Structured Finance Workstation(R), the cash
flow model developed by Moody's Wall Street Analytics.  This
individual pool level analysis incorporates performance variances
across the different pools and the structural features of the
transaction including priorities of payment distribution among the
different tranches, average life of the tranches, current balances
of the tranches and future cash flows under expected and stressed
scenarios.  The scenarios include ninety-six different
combinations comprising of six loss levels, four loss timing
curves and four prepayment curves.  The volatility in losses
experienced by a tranche due to small increments in losses on the
underlying mortgage pool is taken into consideration when
assigning ratings.

The above mentioned approach "Jumbo RMBS Loss Projection Update:
January 2010" is adjusted to estimate losses on pools left with a
small number of loans.  To project losses on pools with fewer than
100 loans, Moody's first estimates a "baseline" average rate of
new delinquencies for the pool that is dependent on the vintage of
loan origination (3.5%, 6.5% and 7.5% for the 2005, 2006 and 2007
vintage respectively).  This baseline rate is higher than the
average rate of new delinquencies for the vintage to account for
the volatile nature of small pools.  Even if a few loans in a
small pool become delinquent, there could be a large increase in
the overall pool delinquency level due to the concentration risk.

Once the baseline rate is set, further adjustments are made based
on 1) the number of loans remaining in the pool and 2) the level
of current delinquencies in the pool.  The fewer the number of
loans remaining in the pool, the higher the volatility and hence
the stress applied.  Once the loan count in a pool falls below 75,
the rate of delinquency is increased by 1% for every loan less
than 75.  For example, for a pool with 74 loans from the 2005
vintage, the adjusted rate of new delinquency would be 3.535%.  If
the current delinquency level in a small pool is low, future
delinquencies are expected to reflect this trend.  To account for
that, the rate calculated above is multiplied by a factor ranging
from 0.2 to 1.8 for current delinquencies ranging from less than
2.5% to greater than 30% respectively.  Delinquencies for
subsequent years and ultimate expected losses are projected using
the approach described in the methodology publication.

Issuer: Citicorp Mortgage Securities Trust, Series 2006-5

  -- Cl. IA-1, Downgraded to Caa2; previously on Dec 17, 2009 Aa3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-2, Downgraded to B2; previously on Dec 17, 2009 Aa1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-3, Downgraded to Caa2; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-6, Downgraded to Caa1; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-7, Downgraded to Caa1; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-8, Downgraded to Caa1; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-9, Downgraded to Caa1; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-10, Downgraded to Caa1; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-11, Downgraded to Caa1; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-12, Downgraded to Caa1; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-13, Downgraded to Caa3; previously on Dec 17, 2009
     Baa1 Placed Under Review for Possible Downgrade

  -- Cl. IA-14, Downgraded to Caa3; previously on Dec 17, 2009
     Baa1 Placed Under Review for Possible Downgrade

  -- Cl. IA-IO, Downgraded to B2; previously on Dec 17, 2009 Aa1
     Placed Under Review for Possible Downgrade

  -- Cl. A-PO, Downgraded to Caa1; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IIA-1, Downgraded to Ba3; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IIA-IO, Downgraded to Ba3; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IIIA-1, Downgraded to Ba3; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IIIA-IO, Downgraded to Ba3; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

Issuer: Citicorp Mortgage Securities Trust, Series 2006-6

  -- Cl. A-1, Downgraded to Ba1; previously on Dec 17, 2009 A1
     Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to B1; previously on Dec 17, 2009 A2
     Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to B2; previously on Dec 17, 2009 A2
     Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to B1; previously on Dec 17, 2009 Aa3
     Placed Under Review for Possible Downgrade

  -- Cl. A-5, Confirmed at Aa1; previously on Dec 17, 2009 Aa1
     Placed Under Review for Possible Downgrade

  -- Cl. A-8, Downgraded to B1; previously on Dec 17, 2009 A2
     Placed Under Review for Possible Downgrade

  -- Cl. A-9, Downgraded to Baa3; previously on Dec 17, 2009 A1
     Placed Under Review for Possible Downgrade

  -- Cl. A-10, Downgraded to B1; previously on Dec 17, 2009 A2
     Placed Under Review for Possible Downgrade

  -- Cl. A-11, Downgraded to Caa3; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. A-12, Downgraded to Ba3; previously on Dec 17, 2009 A1
     Placed Under Review for Possible Downgrade

  -- Cl. A-13, Downgraded to Ba3; previously on Dec 17, 2009 A1
     Placed Under Review for Possible Downgrade

  -- Cl. A-PO, Downgraded to B2; previously on Dec 17, 2009 A2
     Placed Under Review for Possible Downgrade

  -- Cl. A-IO, Downgraded to Baa3; previously on Dec 17, 2009 Aa1
     Placed Under Review for Possible Downgrade

Issuer: Citicorp Mortgage Securities Trust, Series 2007-1

  -- Cl. IA-1, Downgraded to Caa2; previously on Dec 17, 2009 A1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-2, Downgraded to C; previously on Dec 17, 2009 Baa3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-3, Downgraded to Caa1; previously on Dec 17, 2009 Baa1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-4, Downgraded to Caa1; previously on Dec 17, 2009 Baa1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-5, Downgraded to Caa1; previously on Dec 17, 2009 Baa1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-6, Downgraded to B2; previously on Dec 17, 2009 A1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-7, Downgraded to B2; previously on Dec 17, 2009 A1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-8, Downgraded to Caa2; previously on Dec 17, 2009 Baa1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-10, Downgraded to Caa2; previously on Dec 17, 2009
     Baa3 Placed Under Review for Possible Downgrade

  -- Cl. IA-11, Downgraded to Caa1; previously on Dec 17, 2009
     Baa1 Placed Under Review for Possible Downgrade

  -- Cl. IA-PO, Downgraded to Caa1; previously on Dec 17, 2009
     Baa1 Placed Under Review for Possible Downgrade

  -- Cl. IA-IO, Downgraded to B2; previously on Dec 17, 2009 A1
     Placed Under Review for Possible Downgrade

  -- Cl. IIA-1, Downgraded to B2; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IIA-PO, Downgraded to B3; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IIA-IO, Downgraded to B2; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

Issuer: Citicorp Mortgage Securities Trust, Series 2007-2

  -- Cl. IA-1, Confirmed at Aa2; previously on Dec 17, 2009 Aa2
     Placed Under Review for Possible Downgrade

  -- Cl. IA-2, Downgraded to Ba1; previously on Dec 17, 2009 Aa2
     Placed Under Review for Possible Downgrade

  -- Cl. IA-3, Downgraded to B2; previously on Dec 17, 2009 Aa3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-4, Downgraded to Ca; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-5, Downgraded to Baa3; previously on Dec 17, 2009 Aa2
     Placed Under Review for Possible Downgrade

  -- Cl. IA-6, Downgraded to Baa3; previously on Dec 17, 2009 Aa2
     Placed Under Review for Possible Downgrade

  -- Cl. IA-7, Downgraded to Caa1; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-IO, Downgraded to B2; previously on Dec 17, 2009 Aa2
     Placed Under Review for Possible Downgrade

  -- Cl. IIA-IO, Downgraded to Ba1; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IIA-I, Downgraded to Ba1; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IIIA-1, Downgraded to B3; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IIIA-IO, Downgraded to B3; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. A-PO, Downgraded to B2; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

Issuer: Citicorp Mortgage Securities Trust, Series 2007-3

  -- Cl. IA-1, Downgraded to B3; previously on Dec 17, 2009 A2
     Placed Under Review for Possible Downgrade

  -- Cl. IA-2, Downgraded to Ca; previously on Dec 17, 2009 B1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-3, Downgraded to Ba3; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-4, Downgraded to Caa1; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-5, Downgraded to B3; previously on Dec 17, 2009 Ba3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-6, Downgraded to Ba3; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-7, Downgraded to B1; previously on Dec 17, 2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-8, Downgraded to C; previously on Dec 17, 2009 B1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-10, Downgraded to Caa1; previously on Dec 17, 2009 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-11, Downgraded to Caa1; previously on Dec 17, 2009
     Baa1 Placed Under Review for Possible Downgrade

  -- Cl. IA-12, Downgraded to C; previously on Dec 17, 2009 B1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-IO, Downgraded to Ba3; previously on Dec 17, 2009 A2
     Placed Under Review for Possible Downgrade

  -- Cl. A-PO, Downgraded to Caa1; previously on Dec 17, 2009 Ba3
     Placed Under Review for Possible Downgrade

  -- Cl. IIA-1, Downgraded to B3; previously on Dec 17, 2009 Ba3
     Placed Under Review for Possible Downgrade

  -- Cl. IIA-IO, Downgraded to B3; previously on Dec 17, 2009 Ba3
     Placed Under Review for Possible Downgrade


  -- Cl. IIIA-1, Downgraded to Caa1; previously on Dec 17, 2009
     Ba1 Placed Under Review for Possible Downgrade

  -- Cl. IIIA-IO, Downgraded to Caa1; previously on Dec 17, 2009
     Ba1 Placed Under Review for Possible Downgrade

Issuer: Citicorp Mortgage Securities Trust, Series 2007-4

  -- Cl. IA-1, Downgraded to B2; previously on Dec 17, 2009 Baa3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-2, Downgraded to B2; previously on Dec 17, 2009 Baa3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-3, Downgraded to Caa1; previously on Dec 17, 2009 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-4, Downgraded to Caa1; previously on Dec 17, 2009 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-5, Downgraded to B3; previously on Dec 17, 2009 Baa1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-6, Downgraded to Ca; previously on Dec 17, 2009 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. IA-7, Downgraded to B2; previously on Dec 17, 2009 Baa3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-8, Downgraded to Caa1; previously on Dec 17, 2009 Baa3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-9, Downgraded to Caa3; previously on Dec 17, 2009 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-10, Downgraded to Baa1; previously on Dec 17, 2009 A1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-11, Downgraded to Baa1; previously on Dec 17, 2009 A1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-13, Downgraded to B3; previously on Dec 17, 2009 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-14, Downgraded to Caa1; previously on Dec 17, 2009
     Baa3 Placed Under Review for Possible Downgrade

  -- Cl. IA-15, Downgraded to Caa1; previously on Dec 17, 2009
     Baa3 Placed Under Review for Possible Downgrade

  -- Cl. IA-16, Downgraded to C; previously on Dec 17, 2009 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. IA-IO, Downgraded to Baa1; previously on Dec 17, 2009 A1
     Placed Under Review for Possible Downgrade

  -- Cl. A-PO, Downgraded to Caa1; previously on Dec 17, 2009 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. IIA-1, Downgraded to B1; previously on Dec 17, 2009 Baa3
     Placed Under Review for Possible Downgrade

  -- Cl. IIA-IO, Downgraded to B1; previously on Dec 17, 2009 Baa3
     Placed Under Review for Possible Downgrade

  -- Cl. IIIA-1, Downgraded to Caa1; previously on Dec 17, 2009
     Ba1 Placed Under Review for Possible Downgrade

  -- Cl. IIIA-IO, Downgraded to Caa1; previously on Dec 17, 2009
     Ba1 Placed Under Review for Possible Downgrade

Issuer: Citicorp Mortgage Securities Trust, Series 2007-5

  -- Cl. IA-6, Downgraded to B2; previously on Dec 17, 2009 Baa1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-9, Downgraded to Caa1; previously on Dec 17, 2009 Baa2
     Placed Under Review for Possible Downgrade

Issuer: Citicorp Mortgage Securities Trust, Series 2007-8

  -- Cl. IA-1, Downgraded to B3; previously on Dec 17, 2009 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. IA-2, Downgraded to B2; previously on Dec 17, 2009 Baa1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-3, Downgraded to B2; previously on Dec 17, 2009 Baa1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-4, Downgraded to Ca; previously on Dec 17, 2009 Ba3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-IO, Downgraded to B2; previously on Dec 17, 2009 Baa1
     Placed Under Review for Possible Downgrade

  -- Cl. A-PO, Downgraded to B3; previously on Dec 17, 2009 Ba3
     Placed Under Review for Possible Downgrade

  -- Cl. IIA-1, Confirmed at Ba1; previously on Dec 17, 2009 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. IIA-IO, Confirmed at Ba1; previously on Dec 17, 2009 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. IIIA-1, Downgraded to B2; previously on Dec 17, 2009 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. IIIA-IO, Downgraded to B2; previously on Dec 17, 2009 Ba1
     Placed Under Review for Possible Downgrade

Issuer: Citicorp Mortgage Securities, Inc. 2005-7

  -- Cl. IA-1, Downgraded to B1; previously on Dec 17, 2009 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. IA-2, Downgraded to Ba1; previously on Dec 17, 2009 Baa3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-3, Downgraded to Ba3; previously on Dec 17, 2009 Aa3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-4, Downgraded to Ca; previously on Dec 17, 2009 Ba3
     Placed Under Review for Possible Downgrade

  -- Cl. IA-5, Downgraded to B2; previously on Dec 17, 2009 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. IA-6, Upgraded to Baa2; previously on Dec 17, 2009 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. IA-7, Downgraded to B2; previously on Dec 17, 2009 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. IA-8, Downgraded to B1; previously on Dec 17, 2009 A1
     Placed Under Review for Possible Downgrade

  -- Cl. IIA-1, Upgraded to Baa3; previously on Dec 17, 2009 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. A-PO, Confirmed at Ba2; previously on Dec 17, 2009 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. IIIA-1, Confirmed at Ba2; previously on Dec 17, 2009 Ba2
     Placed Under Review for Possible Downgrade

Issuer: Citigroup Mortgage Loan Trust 2006-AR2

  -- Cl. I-A1, Downgraded to Caa3; previously on Dec 17, 2009 B3
     Placed Under Review for Possible Downgrade

  -- Cl. I-A2, Downgraded to Caa2; previously on Dec 17, 2009 B3
     Placed Under Review for Possible Downgrade

  -- Cl. I-AB, Downgraded to C; previously on Jun 5, 2009
     Downgraded to Ca


CITIGROUP COMMERCIAL: S&P Downgrades Ratings on 13 2004-C2 Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of commercial mortgage pass-through certificates from
Citigroup Commercial Mortgage Trust 2004-C2, a U.S. commercial
mortgage-backed securities transaction, and removed them from
CreditWatch with negative implications.  In addition, S&P affirmed
its 'AAA' ratings on eight other classes from the same
transaction.

The rating actions follow S&P's analysis of the transaction using
its U.S. conduit and fusion CMBS criteria.  The downgrades of
several subordinate classes reflect credit support erosion that
S&P anticipate will occur upon the eventual resolution of five of
the six specially serviced assets.

S&P's analysis included a review of the credit characteristics of
all of the loans in the pool.  Using servicer-provided financial
information, S&P calculated an adjusted debt service coverage of
1.42x and a loan-to-value ratio of 94.8%.  S&P further stressed
the loans' cash flows under S&P's 'AAA' scenario to yield a
weighted average DSC of 1.07x and an LTV ratio of 120.7%.  The
implied defaults and loss severity under the 'AAA' scenario were
62.6% and 27.9%, respectively.  The DSC and LTV calculations noted
above exclude six defeased loans ($89.0 million, 10.2%) and five
specially serviced assets ($45.7 million, 5.2%).  S&P separately
estimated losses for the five specially serviced assets and
included them in its 'AAA' scenario implied default and loss
figures.

The affirmations of the ratings on the principal and interest
certificates reflect subordination levels that are consistent with
the outstanding ratings.  S&P affirmed its ratings on the class XC
and XP interest-only certificates based on its current criteria.

                       Credit Considerations

As of the May 17, 2010, trustee remittance report, six assets
($54.2 million, 6.2%) in the pool were with the special servicer,
LNR Partners Inc.  The payment status of the specially serviced
assets is: two are real estate owned ($9.1 million, 1.1%), one is
in foreclosure ($8.5 million, 1.0%), one is 90-plus days
delinquent ($5.5 million, 0.6%), one is 60-plus days delinquent
($8.1 million, 0.9%), and one is a nonperforming matured balloon
($23.0 million, 2.6%).  Four of the specially serviced assets
($37.6 million, 4.3%) have appraisal reduction amounts in effect
totaling $10.7 million.

Details of the three largest assets with the special servicer are:

The Bay Harbor Apartments loan ($23.0 million, 2.6%), the fifth-
largest nondefeased exposure in the pool, is secured by a 339-unit
garden-style apartment complex in Fort Myers, Fla.  The loan,
which is a nonperforming matured balloon, was transferred to LNR
on Sept. 10, 2009, due to the borrower's inability to pay off the
loan by its Sept. 11, 2009, maturity date.  LNR stated that while
exploring various workout strategies with the borrower, it is also
pursuing foreclosure.  The reported DSC for the trailing-12-months
ended June 30, 2009, was 1.04x and occupancy was 80.5% as of July
2009.  An ARA of $5.8 million is in effect against this loan.  S&P
expects a moderate loss upon the eventual resolution of this
asset.

The Ashley Park Apartments loan ($8.5 million, 1.0%) is secured by
a 172-unit multifamily apartment complex in North Myrtle Beach,
S.C.  The loan, which is in foreclosure, was transferred to LNR on
April 15, 2009, due to imminent default after the borrower
indicated that it had cash flow problems.  LNR stated that the
loan is current and has ordered valuation estimates from brokers.
The reported DSC and occupancy for the period ending March 31,
2010, were 0.90x and 85.0%, respectively.

The Courtyard by Marriott loan ($8.1 million, 0.9%) is secured by
a 122-room full-service hotel in Daytona, Fla.  The loan, which is
60-plus days delinquent, was transferred to LNR on March 15, 2010,
after the borrower requested a restructuring of the loan terms.
LNR has ordered an updated appraisal and is waiting for the
borrower's loan modification proposal.  The reported DSC and
occupancy for year-end 2009 were 0.64x and 56.9%, respectively.
S&P expects a moderate loss upon the eventual resolution of this
asset.

The remaining three specially serviced assets ($14.6 million,
1.7%) have balances that individually represent less than 0.7% of
the total pool balance.  S&P estimated losses for these specially
serviced assets resulting in a weighted average loss severity of
49.1%.

                       Transaction Summary

As of the May 17, 2010, trustee remittance report, the collateral
pool balance was $875.9 million, which is 85.0% of the balance at
issuance.  The pool includes 93 loans and two REO assets, down
from 106 loans at issuance.  The master servicer, Midland Loan
Services Inc., provided financial information for 98.0% of the
nondefeased loans in the pool, the majority of which was interim-
2009 or full-year 2009 data.

S&P calculated a weighted average DSC of 1.43x for the nondefeased
loans in the pool based on the servicer-reported figures.  S&P's
adjusted DSC and LTV were 1.42x and 94.8%, respectively.  S&P's
adjusted DSC and LTV figures exclude six defeased loans
($89.0 million, 10.2%) and five specially serviced assets
($45.7 million, 5.2%).  S&P separately estimated losses for the
five specially serviced assets.  The transaction has experienced
$201,420 in principal losses to date.  Twenty loans
($145.3 million, 16.6%) in the pool are on the master servicer's
watchlist, including two of the top 10 exposures.  Eighteen loans
($193.0 million, 22.0%) have reported DSC below 1.10x, of which 10
($79.0 million, 9.0%) have a reported DSC of less than 1.0x.

              Summary of Top 10 Real Estate Exposures

The top 10 real estate exposures have an aggregate outstanding
balance of $260.7 million (29.8%).  Using servicer-reported
numbers, S&P calculated a weighted average DSC of 1.30x for the
top 10 real estate exposures.  S&P's adjusted DSC and LTV for the
top 10 exposures are 1.18x and 110.3%, respectively.  One of the
top 10 exposures is with the special servicer, which S&P discuss
in detail above.  Two ($53.7 million, 6.1%) of the top 10
exposures are on the master servicer's watchlist, which S&P
discuss in detail below.

One ($9.7 million, 1.1%) of the three cross-collateralized and
cross-defaulted loans that make up the California Office Portfolio
loan ($32.3 million, 3.7%), the third-largest real estate exposure
in the pool, appears on the master servicer's watchlist due to a
low reported DSC (0.21x) and low occupancy (67.9%) for year-end
2009.  The California Office Portfolio loan is secured by eight
suburban/flex office buildings totaling 255,500 sq. ft. in San
Clemente, Calif., and Lake Forest, Calif.  The combined DSC and
occupancy for the year-ended 2009 were 1.04x and 81.8%,
respectively, for the portfolio.

The Wilkes-Barre Commons loan ($21.4 million, 2.4%), the sixth-
largest nondefeased exposure in the pool, is on the master
servicer's watchlist due to a low DSC.  The loan is secured by
167,050 sq. ft. of a 292,000-sq.-ft. power retail center in
Wilkes-Barre, Pa.  The reported DSC for year-end 2009 was 0.87x,
and occupancy was 83.3% as of April 2010.  The borrower has
indicated that it is actively marketing the vacant space at the
property.

Standard & Poor's stressed the assets in the pool according to its
U.S. conduit/fusion criteria.  The resultant credit enhancement
levels are consistent with S&P's lowered and affirmed ratings.

      Ratings Lowered And Removed From Creditwatch Negative

           Citigroup Commercial Mortgage Trust 2004-C2
          Commercial mortgage pass-through certificates

                 Rating
                 ------
    Class     To          From           Credit enhancement (%)
    -----     --          ----           ----------------------
    B         AA-         AA/Watch Neg                    14.39
    C         A+          AA-/Watch Neg                   13.21
    D         A-          A/Watch Neg                     11.15
    E         BBB+        A-/Watch Neg                     9.68
    F         BBB         BBB+/Watch Neg                   8.21
    G         BB+         BBB/Watch Neg                    7.04
    H         BB-         BBB-/Watch Neg                   5.42
    J         B+          BB+/Watch Neg                    4.68
    K         B           BB/Watch Neg                     3.95
    L         B-          BB-/Watch Neg                    3.36
    M         CCC+        B+/Watch Neg                     2.77
    N         CCC-        B/Watch Neg                      2.33
    O         CCC-        B-/Watch Neg                     1.89

                         Ratings Affirmed

           Citigroup Commercial Mortgage Trust 2004-C2
          Commercial mortgage pass-through certificates

    Class     Rating                     Credit enhancement (%)
    -----     ------                     ----------------------
    A-2       AAA                                         23.51
    A-3       AAA                                         23.51
    A-4       AAA                                         23.51
    A-5       AAA                                         23.51
    A-1A      AAA                                         23.51
    A-J       AAA                                         18.36
    XC        AAA                                           N/A
    XP        AAA                                           N/A

                      N/A - Not applicable.


CMO HOLDINGS: S&P Junks Rating on Class A2 Certs. From 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A2 certificates to 'CC' from 'BB' from CMO Holdings III Ltd.'s
Bear Stearns Structured Products Inc. Trust 2007-R2, a residential
mortgage-backed securities resecuritized real estate mortgage
investment conduit transaction, and removed it from CreditWatch
with negative implications.  At the same time, S&P affirmed its
'BBB' rating on class A1 and removed it from CreditWatch negative.

The downgrade reflects S&P's view of the deterioration in
performance of the loans backing the underlying certificates.
However, because class A2 provides additional credit enhancement
to class A1, there is sufficient enhancement within BSSP Trust
2007-R2 to maintain the current rating on class A1.

BSSP Trust 2007-R2, which closed in March 2007, is collateralized
by 38 underlying classes from seven different trusts, including
nine re-REMIC classes from BSAA 2006-R1.  The loans securing the
underlying trusts consist predominantly of long-reset adjustable-
rate, Alternative-A, residential mortgage loans.

The performance of the loans securing the underlying certificates
has generally deteriorated.  Table 1 shows the April 2010
underlying pool statistics for delinquent loans as a percentage of
current pool balance, as well as current pool factors, experienced
cumulative losses, and S&P's current projected losses as a
percentage of the original pool balance.

                             Table 1

                  Classes
                  (Current              Pool    Cum.    Proj.
    Trust         Rating)       Group   factor% losses% losses% Delq.%
    -----         --------      -----   ------- ------- ------- ------
    BSAA 2006-4   II1X1 (CC)     II     47.53   13.10   27.91   48.71
                  II2X1 (CC)
                  II3X2 (CC)
                  II3X1 (CC)
    BSAA 2006-4   III3X2 (CC)    III    56.16   7.37    33.10   47.17
                  III3X1 (CC)
    BSAA 2006-5   IIX1 (CCC)     II     55.35   6.85    26.91   42.75
                  IIX2 (CCC),
                  IIX3 (CC)
    BSAA 2006-6   IIX1 (CCC)     II     60.59   4.72    29.07   39.46
                  IIBX1 (CC)
    BSAA 2006-6     III1X1 (CCC) III    52.95   9.53    29.29   47.92
                  III1X3 (CC)
                  III1X6 (CC)
                  III2X1 (NR)
                  III2X2 (CC)
                  III2X4 (NR)
                  III2X6 (CC)
    BSAA 2006-7      II2X1 (CCC) II     58.82   5.53    19.87   40.09
                  II2X2 (CCC)
                  II3X1 (CCC)
                  IIBX1 (NR)
                  II1X1 (CCC)
    BSAA 2006-8   IIX1 (CC)   II        53.82   10.56   25.49   53.41
                  IIXP (NR)
    BSAA 2006-8   IIIX1 (AAA) III       44.77   1.54    8.36    15.44
    BSAA 2007-1   II1X1 (CCC) II        69.06   5.74    31.93   43.78
                  II2X1 (CCC)
                  IIBX1 (CC)
    BSAA 2006-R1* IVX4 (CCC)
                  IIX2 (CC)
                  IIX5 (CC)
                  IX1 (CC)
                  IX3 (CC)
                  IX4 (CC)
                  IIX1 (CC)
                  IIX4 (CC)
                  XX1 (D)

* BSAA 2006-R1 is a re-REMIC transaction, supported by underlying
  classes from BSAA 2006-4 and BSAA 2006-5.

Over the past two years, S&P has revised its RMBS default and loss
assumptions, and consequently its projected losses, to reflect its
view of the continuing decline in mortgage loan performance and
the housing market.  The performance deterioration of most U.S.
RMBS has continued to outpace the market's expectation.

                          Rating Actions

                       CMO Holdings III Ltd.
       Bear Stearns Structured Products Inc. Trust 2007-R2

                                   Rating
                                   ------
    Class    CUSIP          To                   From
    -----    -----          --                   ----
    A1       12587PBY5      BBB                  BBB/Watch Neg
    A2       12587PBZ2      CC                   BB/Watch Neg


CORPORATE BACKED: Moody's Reviews Ratings on Two Certificates
-------------------------------------------------------------
Moody's Investors Service announced that it has placed on review
for upgrade the ratings of these certificates issued by Corporate
Backed Trust Certificates, Toys "R" Us Debenture-Backed Series
2001-31:

  -- US$13,090,000 Class A-1 Certificates due September 1, 2021;
     B3, Placed on review for upgrade; Previously on November 2,
     2007 Confirmed at B3;

  -- US$13,090,000 Notional Amount of 1.00% Interest-Only Class A-
     2 Certificates due due September 1, 2021; B3, Placed on
     review for upgrade; Previously on November 2, 2007 Confirmed
     at B3.

The transaction is a structured note whose ratings are based on
the rating of the Underlying Securities and the legal structure of
the transaction.  The rating actions are a result of the change of
the rating of the underlying securities which are the $13,090,000
8.75% Debentures due September 1, 2021 issued by Toys "R" Us, Inc.
which were placed on review for upgrade by Moody's on May 28,
2010.


CORPORATE-BACKED TRUST: S&P Puts Rating on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' rating on
Corporate-Backed Trust Certificates Toys 'R' Us Debenture-Backed
Series 2001-31 Trust's $13.09 million class A-1 certificates on
CreditWatch with positive implications.

S&P's rating on the class A-1 certificates is dependent on its
rating on the underlying security, Toys 'R' Us Delaware Inc.'s
8.75% debentures due Sept. 1, 2021 ('B/Watch Pos').

The rating action reflects the June 1, 2010, placement of S&P's
rating on the underlying security, the Toys "R" Us Delaware Inc.
debentures, on CreditWatch with positive implications.  S&P may
take subsequent rating actions on the class A-1 certificates due
to changes in S&P's rating assigned to the underlying security.


MORGAN STANLEY: Moody's Affirms Ratings on Five 2004-TOP15 Certs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of five classes,
confirmed one class and downgraded 11 classes of Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-TOP15.  The downgrades are due to higher expected
losses for the pool resulting from realized and anticipated losses
from specially serviced loans and increased credit quality
dispersion.

The affirmations and confirmation are due to key rating
parameters, including Moody's loan to value ratio, Moody's
stressed DSCR and the Herfindahl Index remaining within acceptable
ranges.

Moody's placed 12 classes of this transaction on review for
possible downgrade on May 26, 2010.  This action concludes the
review.  The rating action is the result of Moody's on-going
surveillance of commercial mortgage backed securities
transactions.

As of the May 13, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 17% to $738.8
million from $889.8 million at securitization.  The Certificates
are collateralized by 109 mortgage loans ranging in size from less
than 1% to 15% of the pool, with the top ten loans representing
43% of the pool.  The pool includes three loans with investment
grade underlying ratings, representing 28% of the pool.  Three
loans, representing 5% of the pool, have defeased and are
collateralized by U.S. Government securities.

Eighteen loans, representing 10% of the current pool balance, are
currently on the master servicer's watchlist.  The watchlist
includes loans which meet certain portfolio review guidelines
established as part of the CRE Finance Council (formerly
Commercial Mortgage Securities Association) 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, representing 2% of the pool, are currently in special
servicing.  The largest specially serviced loan is the Aiken
Exchange Loan ($7.4 million -- 1.0% of the pool), which is secured
by a 101,000 square foot retail center located in Aiken, South
Carolina.  The loan was transferred to special servicing in March
2010 for imminent default and is currently in the process of
foreclosure.  The remaining three specially serviced loans are
secured by a mix of multifamily, hotel and industrial properties.
Moody's has estimated a $7.7 million aggregate loss for the
specially serviced loans (44% expected loss on average).

Moody's has assumed a high default probability for one loan,
representing less than 1% of the pool.  This loan has experienced
a significant decline in performance since securitization.
Moody's has estimated a $1 million loss on this loan (20% weighted
average expected loss based on a 40% default probability).

Moody's was provided with partial and year-end 2009 and full-year
2008 operating statements for 86% and 94%, respectively, of the
pool.  Moody's weighted average LTV for the conduit pool,
excluding specially serviced and troubled loans, is 76% compared
to 80% at Moody's prior review.  Although the overall leverage of
the conduit pool has declined, credit quality dispersion has
increased.  Approximately 11% of the pool has an LTV in excess of
100% compared to 7% at last review and 4% of the pool has an LTV
in excess of 120% compared to 0% at last review.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.71X and 1.47X, respectively, compared to
1.72X and 1.32X at last review.  Moody's actual DSCR is based on
Moody's net cash flow and the loan's actual debt service.  Moody's
stressed DSCR is based on Moody's NCF and a 9.25% stressed rate
applied to the loan balance.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple-notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf score of 58 compared to 65 at last review.

The largest loan with an underlying rating is the Grace Building
Loan ($112.6 million -- 15.2% of the pool), which is secured by a
1.5 million square foot Class A office building located in New
York City.  The loan represents a 33.3% pari-passu interest in a
$337.8 million loan.  There is also a subordinate B Note of
$28.9 million held outside the trust.  The loan sponsor is
Brookfield Properties and Swig Investment Company.  The property
was 96% occupied as of January 2010 compared to 100% at last
review.  Although property performance has improved since last
review, the property has not achieved the increased cash flow
reflected in Moody's original analysis.  Moody's current
underlying rating and stressed DSCR are Baa2 and 1.32X,
respectively, compared to A2 and 1.32X at last review.

The second loan with an underlying rating is the GIC Office
Portfolio Loan ($64.0 million -- 8.7% of the pool), which is
secured by 12 office buildings located in seven states and
totaling 6.4 million square feet.  The loan represents a 9.3%
pari-passu interest in a $688.7 million loan.  There is also a
subordinate B Note of $123.0 million held outside the trust.  The
portfolio was 87% leased as of January 2010 compared to 91% at
last review.  The property's financial performance has declined
since last review.  Moody's current underlying rating and stressed
DSCR are Baa3 and 1.42X, respectively, compared to A2 and 1.62X at
last review.

The third loan with an underlying rating is the Inland Midwest
Portfolio Loan ($23.7 million -- 3.2% of the pool), which is
secured by three retail properties located in Illinois and Indiana
and totaling 287,000 square feet.  The portfolio was 94% leased as
of December 2009 compared to 100% at last review.  One of the
properties is a single tenant retail property leased to CarMax
through January 2021.  The other two properties are multi-tenant
retail properties with significant near-term lease expirations.
Moody's current underlying rating and stressed DSCR are Baa3 and
1.45X, respectively, compared to Baa2 and 1.48X at last review.

The top three conduit loans represent 9% of the pool.  The largest
conduit loan is the Village at Newtown Loan ($25.7 million -- 3.5%
of the pool), which is secured by a 177,000 square foot retail
center located in Newtown Township, Pennsylvania.  The property
was 90% occupied as of December 2009 compared to 99% at last
review.  The decline in occupancy is primarily due to two tenants
who vacated the center since last review.  Moody's LTV and
stressed DSCR are 81% and 1.17X, respectively, compared to 74% and
1.27X at last review.

The second largest conduit loan is the Pavilions Apartments Loan
($19.3 million -- 2.6% of the pool), which is secured by a 240
unit garden apartment complex located in Albuquerque, New Mexico.
The complex was 90% leased as of December 2009 compared to 99% at
last review.  Even though occupancy has declined since last
review, the property's financial performance has improved due to
higher revenues and lower expenses.  The loan has amortized by 5%
since last review.  Moody's LTV and stressed DSCR are 92% and
1.00X, respectively, compared to 100% and 0.87X at last review.

The third largest conduit loan is the Port Sacramento Industrial
Loan ($18.1 million -- 2.4% of the pool), which is secured by a
610,000 square foot industrial complex located in West Sacramento,
California.  The complex is currently 100% leased to C&S Logistics
through June 2017.  Moody's LTV and stressed DSCR are 83% and
1.30X, respectively, compared to 83% and 1.27X at last review.

Moody's rating action is:

  -- Class A-2, $54,016,953, affirmed at Aaa; previously assigned
     Aaa on 8/4/2004

  -- Class A-3, $140,000,000, affirmed at Aaa; previously assigned
     Aaa on 8/4/2004

  -- Class A-4, $449,103,000, affirmed at Aaa; previously assigned
     Aaa on 8/4/2004

  -- Class X-1, Notional, affirmed at Aaa; previously assigned Aaa
     on 8/4/2004

  -- Class X-2, Notional, affirmed at Aaa; previously assigned Aaa
     on 8/4/2004

  -- Class B, $22,243,000, confirmed at Aa2; previously placed on
     review for possible downgrade on 5/26/2010

  -- Class C, $23,356,000, downgraded to A3 from A2; previously
     placed on review for possible downgrade on 5/26/2010

  -- Class D, $5,561,000, downgraded to Baa1 from A3; previously
     placed on review for possible downgrade on 5/26/2010

  -- Class E, $8,897,000, downgraded to Baa3 from Baa1; previously
     placed on review for possible downgrade on 5/26/2010

  -- Class F, $6,674,000, downgraded to Ba1 from Baa2; previously
     placed on review for possible downgrade on 5/26/2010

  -- Class G, $8,897,000, downgraded to Ba3 from Baa3; previously
     placed on review for possible downgrade on 5/26/2010

  -- Class H, $3,337,000, downgraded to B2 from Ba1; previously
     placed on review for possible downgrade on 5/26/2010

  -- Class J, $3,337,000, downgraded to B3 from Ba2; previously
     placed on review for possible downgrade on 5/26/2010

  -- Class K, $2,224,000, downgraded to Caa2 from Ba3; previously
     placed on review for possible downgrade on 5/26/2010

  -- Class L, $2,224,000, downgraded to Caa3 from B1; previously
     placed on review for possible downgrade on 5/26/2010

  -- Class M, $2,225,000, downgraded to C from B2; previously
     placed on review for possible downgrade on 5/26/2010

  -- Class N, $2,224,000, downgraded to C from B3; previously
     placed on review for possible downgrade on 5/26/2010


CREDIT AND REPACKAGED: S&P Raises Rating on 2006-14 Notes
---------------------------------------------------------
Standard & Poor's Ratings Services raised its credit rating on the
notes issued by Credit And Repackaged Securities Ltd.'s series
2006-14, a spread-trigger leveraged super senior collateralized
debt obligation transaction.

The upgrade reflects positive movement in two transaction
variables over the past several months.  First, the weighted
average spread of the portfolio's reference entities has
tightened.  Second, the trigger spread level has increased as the
time to maturity continues to decrease.  As a result, the gap
between the weighted average spread of the portfolio and the
trigger spread level has widened.

LSS CDO transactions reference both credit and market-value risks
associated with the assets in their underlying portfolios.  LSS
CDO transactions have a market-value trigger based on the
weighted-average portfolio spread and portfolio losses at a given
point in time.  If the trigger is breached, the portfolio would
experience an "unwind event," where the notes may become
immediately repayable.  If the notes are unwound, investors may
suffer a mark-to-market loss on their investment because the notes
would repay at their current value, which could differ from their
value at issuance.

                           Rating Raised

               Credit And Repackaged Securities Ltd.
                          Series 2006-14

                                       Rating
                                       ------
          Class                 To                 From
          -----                 --                 ----
          Notes                 BB-                B-


CREDIT SUISSE: Fitch Downgrades Ratings on Series 2005-TFL1 Certs.
------------------------------------------------------------------
Fitch Ratings has downgraded one class and affirmed one class from
Credit Suisse First Boston Mortgage Securities Corp., Series 2005-
TFL1 commercial pass-through certificates.

The downgrades are a result of Fitch's loss expectations, which
incorporate prospective views of cash flow declines and commercial
real estate market value declines.

As with the analysis of recent vintage fixed-rate U.S. CMBS
transactions, loans were assumed to default during the term if the
stressed cash flow would cause the loan to fall below 0.95 times
debt service coverage ratio or at maturity if the loan could not
meet a refinance test of 1.25x DSCR based on a refinance rate of
8%-9% with a 30-year amortization schedule.  However, the rating
category stresses were created by using higher property level cash
flow stresses adhering to the 'U.S. CREL CDO Surveillance
Criteria', as floating-rate CMBS loan performance is comparable to
CREL CDO loan performance.  In many cases, the CMBS notes are
senior portions of notes held in CDO transactions.  The assets are
generally transitional in nature, frequently underwritten with pro
forma income assumptions that have not materialized as expected.
Overrides to this methodology were applied on a loan-by-loan basis
if the senior position of the CMBS note or property specific
performance warranted a different analysis.

Under Fitch's updated methodology, none of the pool is modeled to
default in the base case stress scenario, defined as the 'B'
stress.  In this scenario, the modeled cash flow decline is 18%
from the 3Q'09 cash flow.  Fitch estimates that the 'B' stress,
base case scenario recoveries will be above average at 100%.

The transaction is collateralized by one loan, which is
collateralized by Galleria Office Towers, an office property.
The final extension option on the loan occurs in 2013.  Galleria
Office Towers is a 1.1 million sf office tower located within
the Galleria retail/hotel/office complex.  In addition to the
$35 million trust A note, there is a $26 million B note and a
$10 million mezzanine loan held outside the trust.

The remaining loan, which is specially serviced, is a Loan of
Concern.  The loan transferred to the special servicer in December
2009 after being unable to refinance prior to the loan's maturity.
The loan had an original term of two years, plus three one-year
extensions, which were all exercised.

A modification of the loan was exercised, which included these
terms: a three-year maturity extension; an increase in the whole
loan's spread over LIBOR to 4% for two years through February
2012, followed by an increase to 5% for one additional year
through February 2013; a $10 million principal paydown to the
pooled A note (already occurred); funding of $5 million for future
lease costs; and all excess cash to be trapped and available for
debt service shortfalls, leasing costs, operating expenses or
capital expenditures.

Fitch has removed this class from Rating Watch Negative,
downgraded the rating and assigned an Outlook as indicated:

  -- $22,500,000 class L to 'BB' from 'A-'; Outlook Stable.

Fitch has removed this class from Rating Watch Negative and
affirmed the rating and assigned an Outlook as indicated:

  -- $12.5 million class K at 'AAA'; Outlook Stable.

In addition, Fitch has affirmed the rating and maintained the
Outlook as indicated:

  -- Interest only class A-X-1 at 'AAA'; Outlook Stable.

Classes A-1, A-2, B, C, D, E, F, G, H, J, and A-X-2 have all paid
in full.

This transaction was analyzed according to the 'Surveillance
Criteria for U.S. Commercial Real Estate Loan CDOs'.  It applies
stresses to property cash flows and uses debt service coverage
ratio tests to project future default levels for the underlying
portfolio.  Recoveries are based on stressed cash flows and
Fitch's long-term capitalization rates.  This methodology was used
to review this transaction as floating-rate CMBS loan pools are
concentrated and similar in composition to CREL CDO pools.  In
many cases, the CMBS notes are senior portions of notes held in
CDO transactions.  The assets are generally transitional in
nature, frequently underwritten with pro forma income assumptions
that have not materialized as expected.  Overrides to this
methodology were applied on a loan-by-loan basis if the property
specific performance warranted an alternative analysis.

Outlooks were determined by further stressing the cash flows and
fully recognizing all maturity defaults in all ratings stresses.
The credit enhancements were then compared to the expected losses
generated in each rating category to determine potential credit
migration over the next two years.  If the Outlook scenario would
imply a lower rating, then the class was assigned a Negative
Outlook.

Bonds rated 'CCC' and below were assigned Recovery Ratings in
order to provide a forward-looking estimate of recoveries on
currently distressed or defaulted structured finance securities.
Recovery Ratings are calculated by subtracting the base case
expected losses in reverse sequential order from the pooled and
non-pooled rake certificates.  Any principal recoveries first pay
interest shortfalls on the bonds and then sequentially through the
classes.  The remaining bond principal amount is divided by the
current outstanding bond balance.  The resulting percentage is
used to assign the Recovery Ratings on the bonds.

Classes are assigned a Recovery Rating of 'RR6' when the present
value of the recoveries in each case is less than 10% of each
class' principal balance.

As there is only one loan remaining, the transaction is similar to
a U.S. CMBS single-borrower transaction.  In addition to the CREL
CDO methodology, Fitch reviewed the transaction in conjunction
with its 'Rating U.S. Single-Borrower Commercial Mortgage
Transactions,' including reviewing insurance requirements and
borrower structure.  As there is not current criteria for
assigning loss severity ratings to single-borrower deals, none
were assigned to this transaction's classes.


CREDIT SUISSE: S&P Downgrades Rating on 2006-TFL2 Certs. to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D' from
'CCC-' on the class L commercial mortgage pass-through certificate
from Credit Suisse First Boston Mortgage Securities Corp.'s series
2006-TFL2, a U.S. commercial mortgage-backed securities
transaction.

The downgrade follows a principal loss sustained on the class L
certificate as reported in the May 17, 2010, trustee remittance
report.

According to the master servicer, KeyBank Real Estate Capital,
equity investors in the borrower of the Sheffield loan brought
certain claims against the CSFB 2006-TFL2 trust and KeyBank, among
other parties.  KeyBank made property advances of $187,954 to pay
certain legal expenses accrued in defending against these claims.
On April 30, 2010, KeyBank declared these property advances to be
nonrecoverable.  As a result, class L experienced a principal
loss.

KeyBank has indicated that the litigation is ongoing and the trust
may incur additional legal expenses.  The Sheffield loan was
liquidated from CSFB 2006-TFL2 on July 15, 2009.

No other ratings are affected at this time.

                          Rating Lowered

       Credit Suisse First Boston Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2006-TFL2

                                  Rating
                                  ------
                 Class         To         From
                 -----         --         ----
                 L             D          CCC-


CREST 2001-1: Fitch Affirms Ratings on Four Classes of Notes
------------------------------------------------------------
Fitch Ratings has affirmed four classes of notes issued by Crest
2001-1, Ltd.

Since the last rating action in January 2009, the credit quality
of the collateral has declined with approximately 33.7% of the
portfolio downgraded on average 2.7 notches, while only 2.5% was
upgraded on average 1.4 notches.  Approximately 26.5% of the
portfolio has a Fitch derived rating below investment grade and
7.2% has a rating in the 'CCC' rating category or below, as
compared to 19.3% and 4%, respectively, at last review.
Currently, two assets, which comprise 7.2% of the portfolio, are
experiencing interest shortfalls or deferring interest payments.

The effect of the decline in credit quality has been offset by
increased credit enhancement levels for all classes of notes due
to the deleveraging of the transaction.  As of the May 2010
distribution date, approximately 58.6% of the class A notes'
original principal balance has amortized down.  As a result, the
credit enhancement available to the class A notes increased from
35%, at last review, to 43.6%.  Similarly, the credit enhancement
for the class B-1 and B-2 (class B) notes increased from 15.4% to
20.4%, and for the class C notes from 6.4% to 9.6%.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model 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'.  Based on this analysis, the
breakeven rates for classes A are generally consistent with the
'AA' rating category, the breakeven rates for the class B are
generally consistent with the 'BBB-' rating category, and the
breakeven rates for class C are generally consistent with the 'B'
rating category.

The Negative Rating Outlook on classes B and C reflects Fitch's
expectation that underlying CMBS loans will continue to face
refinance risk at maturity.  Fitch also assigned Loss Severity
(LS) ratings to the notes.  The LS ratings indicate each tranche's
potential loss severity given default, as evidenced by the ratio
of tranche size to the expected loss for the collateral under the
'B' stress.  The LS rating should always be considered in
conjunction with probability of default indicated by a class'
long-term credit rating.  Fitch does not assign Rating Outlooks or
LS ratings to classes rated 'CCC' or lower.

Crest 2001-1 is a static collateralized debt obligation that
closed on March 7, 2001.  The current portfolio consists of 29
bonds from 23 obligors, of which 59.1% are real estate investment
trust debt securities and 40.9% are commercial mortgage backed
securities from the 1999 and 2000 vintages.

Fitch has affirmed, assigned LS ratings and revised Outlooks for
these classes as indicated:

  -- $157,283,877 class A notes at 'AA/LS2'; Outlook Stable;

  -- $30,000,000 class B-1 notes at 'BBB-/LS3'; Outlook to
     Negative from Stable;

  -- $35,000,000 class B-2 notes at'BBB-/LS3'; Outlook to Negative
     from Stable;

  -- $30,000,000 class C notes at 'B/LS4'; Outlook to Negative
     from Stable.


CREST 2004-1: Moody's Downgrades Ratings on 13 Classes of Notes
---------------------------------------------------------------
Moody's Investors Service downgraded thirteen classes of Notes
issued by Crest 2004-1, Ltd., due to the deterioration in credit
quality of the underlying portfolio as evidenced by an increase in
the weighted average rating factor and an increase in defaulted
assets.  The rating action, which concludes Moody's review, is the
result of Moody's on-going surveillance of commercial real estate
collateralized debt obligation transactions.

Crest 2004-1, Ltd., is a static CRE CDO transaction backed by 90%
commercial mortgage backed securities, 6% real estate investment
trust debt, 3% rake bond and 1% CRE CDO.  All of the collateral
was issued between 1999 and 2004; the CMBS collateral is
concentrated in 2003 (39%) and 2004 (46%).  As of the April 30,
2010 Trustee Report, the aggregate Note balance including
Preferred Shares has decreased to $396 million from $429 million
at securitization, with the paydown directed to the Class A Notes.

As of the April 30, 2010 Trustee Report, eight assets with a par
balance of $16.8 million (4.2% of the pool balance) were listed as
defaulted securities compared to 0.5% at last review.

Moody's has identified these parameters as key indicators of the
expected loss within CRE CDO transactions: weighted average rating
factor, weighted average life, weighted average recovery rate, and
Moody's asset correlation.

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's have 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 2,763 compared to 1,667 at last review.
The distribution of current ratings and credit estimates is: Aaa-
Aa3 (3.4%, the same as that at last review), Baa1-Baa3 (9.7%
compared to 12.4% at last review), Ba1-Ba3 (40.9% compared to
51.0% at last review), B1-B3 (26.4% compared to 29.7% at last
review), and Caa1-C (19.6% compared to 3.5% at last review).

WAL acts to adjust the probability of default of the reference
obligations in the pool for time.  Moody's modeled to the actual
WAL of 3.9 years, compared to 5.0 years at last review.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool.  Moody's modeled a fixed WARR
of 12.4% compared to 13.4% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 23.2% compared to 38.7% at last review.
The lower MAC is due to the greater ratings dispersion of the
collateral.

Moody's review also incorporated updated asset correlation
assumptions for the commercial real estate sector consistent with
one of Moody's CDO rating models, CDOROM v2.5, which was released
on April 3, 2009.  These correlations were updated in light of the
systemic seizure of credit markets and to reflect higher inter-
and intra-industry asset correlations.  The updated asset
correlations, depending of vintage and issuer diversity, used for
CUSIP collateral (i.e. CMBS, CRE CDOs or REIT debt) within CRE
CDOs range from 30% to 60%, compared to 15% to 35% previously.

In cases where CUSIP collateral is resecuritized, CDOROM v2.5 adds
stress to capture the leveraging effect of the derivative
transaction.  Moody's had previously announced on March 4, 2009
that the additional default probability stress applied to
resecuritized collateral would not be applied to conduit and
fusion CMBS from the 2006 to 2008 vintages due to a first quarter
2009 ratings sweep of such transactions.  Moody's are now applying
the resecuritization stress factor to all vintages of CMBS
collateral to address the enhanced volatility in the
resecuritization and align Moody's modeling of CRE CDOs with its
expected performance.

The cash flow model, CDOEdge v3.2, was used to analyze the cash
flow waterfall and its effect on the capital structure of the
deal.

The rating actions are:

  -- Class A, Downgraded to A2; previously on February 26, 2010 A1
     Placed Under Review for Possible Downgrade

  -- Class B1, Downgraded to Ba1; previously on February 26, 2010
     Baa2 Placed Under Review for Possible Downgrade

  -- Class B2, Downgraded to Ba1; previously on February 26, 2010
     Baa2 Placed Under Review for Possible Downgrade

  -- Class C1, Downgraded to Ba3; previously on February 26, 2010
     Ba1 Placed Under Review for Possible Downgrade

  -- Class C2, Downgraded to Ba3; previously on February 26, 2010
     Ba1 Placed Under Review for Possible Downgrade

  -- Class D, Downgraded to B1; previously on February 26, 2010
     Ba2 Placed Under Review for Possible Downgrade

  -- Class E1, Downgraded to B3; previously on February 26, 2010
     Ba3 Placed Under Review for Possible Downgrade

  -- Class E2, Downgraded to B3; previously on February 26, 2010
     Ba3 Placed Under Review for Possible Downgrade

  -- Class F, Downgraded to Caa1; previously on February 26, 2010
     B1 Placed Under Review for Possible Downgrade

  -- Class G1, Downgraded to Caa2; previously on February 26, 2010
     B2 Placed Under Review for Possible Downgrade

  -- Class G2, Downgraded to Caa2; previously on February 26, 2010
     B2 Placed Under Review for Possible Downgrade

  -- Class H1, Downgraded to Caa2; previously on February 26, 2010
     B2 Placed Under Review for Possible Downgrade

  -- Class H2, Downgraded to Caa2; previously on February 26, 2010
     B2 Placed Under Review for Possible Downgrade

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

Moody's monitors transactions on both a monthly basis through a
review of the available Trustee Reports and a periodic basis
through a full review.  Moody's prior full review is summarized in
a press release dated January 23, 2009.


CSMC SERIES: S&P Downgrades Ratings on 36 2009-7R Certificates
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 36
classes of certificates from CSMC Series 2009-7R, a residential
mortgage-backed securities resecuritized real estate mortgage
investment conduit transaction.  S&P also affirmed its ratings on
74 classes from this deal.  S&P initially rated certificates for
all loan groups 1 through 18 within CSMC 2009-7R.

The downgrades reflect S&P's view of the deterioration in the
performance of the underlying collateral.  In spite of this
deterioration, S&P has affirmed its ratings on some classes
because of S&P's view that there is sufficient credit support
available within the re-REMIC to support the affirmed classes.  As
shown in table 1, the senior re-REMIC classes benefit from
additional credit enhancement provided by the subordinate tranches
within the same structure.

                              Table 1

                               Class

    Affirmed   Credit support
    --------   --------------
    1A1        1A2, 1A3, 1A4, 1A5, 1A6 & 1A7
    1A2        1A3, 1A4, 1A5, 1A6 & 1A7
    1A3        1A4, 1A5, 1A6 & 1A7
    1A4        1A5, 1A6 & 1A7
    1A5        1A6 & 1A7
    1A6        1A7
    2A1        2A2, 2A3, 2A4, 2A5 & 2A6
    2A2        2A3, 2A4, 2A5 & 2A6
    2A4        2A5 & 2A6
    2A5        2A6
    3A1        3A2, 3A3, 3A4, 3A5 & 3A6
    3A2        3A3, 3A4, 3A5 & 3A6
    3A4        3A5 & 3A6
    3A5        3A6
    5A1        5A2, 5A3, 5A4, 5A5, 5A6, 5A7 & 5A8
    5A2        5A3, 5A4, 5A5, 5A6, 5A7 & 5A8
    5A3        5A4, 5A5, 5A6, 5A7 & 5A8
    5A4        5A5, 5A6, 5A7 & 5A8
    5A6        5A7 & 5A8
    5A7        5A8
    6A1        6A2, 6A3, 6A4, 6A5 & 6A6
    6A2        6A3, 6A4, 6A5 & 6A6
    6A4        6A5 & 6A6
    6A5        6A6
    7A1        7A2, 7A3, 7A4, 7A5, 7A6 & 7A7
    7A2        7A3, 7A4, 7A5, 7A6 & 7A7
    7A3        7A4, 7A5, 7A6 & 7A7
    7A5        7A6 & 7A7
    7A6        7A7
    8A1        8A2, 8A3, 8A4, 8A5, 8A6, 8A7, 8A8 & 8A9
    8A2        8A3, 8A4, 8A5, 8A6, 8A7, 8A8 & 8A9
    8A3        8A4, 8A5, 8A6, 8A7, 8A8 & 8A9
    8A4        8A5, 8A6, 8A7, 8A8 & 8A9
    8A5        8A6, 8A7, 8A8 & 8A9
    8A7        8A8 & 8A9
    8A8        8A9
    9A1        9A2, 9A3, 9A4, 9A5, 9A6 & 9A7
    9A2        9A3, 9A4, 9A5, 9A6 & 9A7
    9A3        9A4, 9A5, 9A6 & 9A7
    9A4        9A5, 9A6 & 9A7
    9A5        9A6 & 9A7
    9A6        9A7
    10A1       10A2, 10A3, 10A4, 10A5 & 10A6
    10A2       10A3, 10A4, 10A5 & 10A6
    10A4       10A5 & 10A6
    10A5       10A6
    11A1       11A2, 11A3, 11A4 & 11A5
    11A3       11A4 & 11A5
    11A4       11A5
    12A1       12A2, 12A3, 12A4, 12A5, 12A6, 12A7 & 12A8
    12A2       12A3, 12A4, 12A5, 12A6, 12A7 & 12A8
    12A3       12A4, 12A5, 12A6, 12A7 & 12A8
    12A4       12A5, 12A6, 12A7 & 12A8
    12A6       12A7 & 12A8
    12A7       12A8
    14A1       14A2, 14A3, 14A4, 14A5, 14A6, 14A7, 14A8 & 14A9
    14A2       14A3, 14A4, 14A5, 14A6, 14A7, 14A8 & 14A9
    14A3       14A4, 14A5, 14A6, 14A7, 14A8 & 14A9
    14A4       14A5, 14A6, 14A7, 14A8 & 14A9
    14A5       14A6, 14A7, 14A8 & 14A9
    14A7       14A8 & 14A9
    14A8       14A9

CSMC 2009-7R, which closed in June 2009, is collateralized by 18
underlying classes from 17 different trusts that support 18
separate groups within the re-REMIC, as shown in table 2.  The
loans securing the underlying trusts consist predominantly of
fixed-rate and long-reset adjustable-rate Alternative-A mortgage
loans and adjustable-rate prime mortgage loans.  The performance
of these loans has been deteriorating.  Table 2 shows the March
2010 underlying pool statistics for delinquent loans as a
percentage of current pool balance, as well as current pool
factors, experienced cumulative losses, and S&P's current
projected losses as a percentage of the original pool balance.

                              Table 2

                     Class
Re-                 (Current    Pool     Cum.    Proj.
REMIC Trust         rating)     factor%  losses% losses% Delinq. group%
----- -----         --------    -------  ------- ------- --------------
1     BAF 2006-3    4A11 (BB)   65.92    0.28    2.84    9.99
2     BAF 2005-5    3A4 (BB-)   62.96    0.27    2.93    6.91
3     CWF 2007-14   A7 (B-)     75.03    0.41    5.08    9.80
4     CWF 2007-J2   2A9 (CC)    74.16    4.01   22.46   31.56
5     CWF 2005-24   A36 (CCC)   66.17    0.66    5.12   13.95
6     CWF 2005-J3   1A2 (B-)    62.09    0.42    4.13   13.06
7     CWF 2006-17   A8 (CCC)    65.18    0.72    8.30   20.78
8     CML 2006-WF2  A2C (CCC)   50.37    6.74   22.25   45.29
9     CSF 2005-7*   1A10 (B)    58.86    0.15    2.08    4.83
10    GSR 2006-AR1  2A2 (B+)    58.40    1.80    6.24   20.89
11    GSR 2005-1F   1A6 (AA)    43.90    0.29    1.42    7.38
12    JPM 2005-S3*  1A2 (CCC)   60.80    0.75    6.46   14.66
13    JPM 2007-S2   1A11 (CCC)  71.59    0.89   10.55   18.84
14    MSM 2007-8XS  A1 (CCC)    73.77    6.16   26.40   39.04
15    RFC 2007-S4   A5 (CCC)    72.04    1.82   12.37   18.62
16    RFC 2006-S2   A1 (BB-)    61.25    1.00    4.77   17.44
17&   TBW 2007-1    A2 (D),     71.72    3.07   28.90   50.84
18?                A3 (D)

* For CSF 2005-7, pertains to structure 1; for JPM 2005-S3,
  pertains to structure 4. ?Loan groups 17 and 18 are supported
  by classes A2 and A3, respectively, from TBW 2007-1.

Over the past two years, S&P has revised its RMBS default and loss
assumptions, and consequently its projected losses, to reflect its
view of the continuing decline in mortgage loan performance and
the housing market.  The performance deterioration of most U.S.
RMBS has continued to outpace the market's expectation.

                          Ratings Lowered

                       CSMC Series 2009-7R
                       Series      2009-7R

                                           Rating
                                           ------
          Class      CUSIP         To                From
          -----      -----         --                ----
          2-A3       12641QFE7     BB-               BBB
          3-A3       12641QAA0     B-                BBB
          4-A1       12641QAE2     AA                AAA
          4-A2       12641QAF9     BB-               A
          4-A3       12641QAG7     B-                BBB
          4-A4       12641QAH5     CCC               BB
          4-A5       12641QAJ1     CC                B
          4-A6       12641QAK8     AA+               AAA
          4-A7       12641QAL6     AA+               AAA
          4-A8       12641QAM4     AA                AAA
          5-A5       12641QAS1     B-                B
          6-A3       12641QAY8     B-                BBB
          7-A4       12641QBF8     CCC               BB
          10-A3      12641QCD2     B+                BBB
          11-A2      12641QCJ9     AA                AAA
          12-A5      12641QCS9     CCC               B
          13-A1      12641QCW0     AA+               AAA
          13-A2      12641QCX8     BBB+              A
          13-A3      12641QCY6     BB+               BBB
          13-A4      12641QCZ3     CCC               BB
          13-A5      12641QDA7     AA+               AAA
          13-A6      12641QFL1     AA+               AAA
          13-A7      12641QDB5     AA+               AAA
          15-A1      12641QDM1     BB-               AAA
          15-A2      12641QDN9     B-                A
          15-A3      12641QDP4     CCC               BBB
          15-A4      12641QDQ2     CCC               BB
          15-A5      12641QDR0     CCC               B
          15-A6      12641QDS8     BB-               AAA
          15-A7      12641QDT6     BB-               AAA
          15-A8      12641QDU3     BB-               AAA
          16-A1      12641QDV1     AA+               AAA
          16-A2      12641QDW9     BB-               A
          16-A3      12641QDX7     AA+               AAA
          16-A4      12641QDY5     AA+               AAA
          16-A5      12641QDZ2     AA+               AAA

                         Ratings Affirmed

                       CSMC Series 2009-7R
                       Series      2009-7R

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1-A1       12641QEV0     AAA
                 1-A2       12641QEW8     A
                 1-A3       12641QEX6     BBB
                 1-A4       12641QEY4     BB
                 1-A5       12641QEZ1     AAA
                 1-A6       12641QFA5     AAA
                 1-A7       12641QFB3     AAA
                 2-A1       12641QFC1     AAA
                 2-A2       12641QFD9     A
                 2-A4       12641QFF4     AAA
                 2-A5       12641QFG2     AAA
                 2-A6       12641QFH0     AAA
                 3-A1       12641QFJ6     AAA
                 3-A2       12641QFK3     A
                 3-A4       12641QAB8     AAA
                 3-A5       12641QAC6     AAA
                 3-A6       12641QAD4     AAA
                 5-A1       12641QAN2     AAA
                 5-A2       12641QAP7     A
                 5-A3       12641QAQ5     BBB
                 5-A4       12641QAR3     BB
                 5-A6       12641QAT9     AAA
                 5-A7       12641QAU6     AAA
                 5-A8       12641QAV4     AAA
                 6-A1       12641QAW2     AAA
                 6-A2       12641QAX0     A
                 6-A4       12641QAZ5     AAA
                 6-A5       12641QBA9     AAA
                 6-A6       12641QBB7     AAA
                 7-A1       12641QBC5     AAA
                 7-A2       12641QBD3     A
                 7-A3       12641QBE1     BBB
                 7-A5       12641QBG6     AAA
                 7-A6       12641QBH4     AAA
                 7-A7       12641QBJ0     AAA
                 8-A1       12641QBK7     AAA
                 8-A2       12641QBL5     A
                 8-A3       12641QBM3     BBB
                 8-A4       12641QBN1     BB
                 8-A5       12641QBP6     B
                 8-A7       12641QBR2     AAA
                 8-A8       12641QBS0     AAA
                 8-A9       12641QBT8     AAA
                 9-A1       12641QBU5     AAA
                 9-A2       12641QBV3     A
                 9-A3       12641QBW1     BBB
                 9-A4       12641QBX9     BB
                 9-A5       12641QBY7     AAA
                 9-A6       12641QBZ4     AAA
                 9-A7       12641QCA8     AAA
                 10-A1      12641QCB6     AAA
                 10-A2      12641QCC4     A
                 10-A4      12641QCE0     AAA
                 10-A5      12641QCF7     AAA
                 10-A6      12641QCG5     AAA
                 11-A1      12641QCH3     AAA
                 11-A3      12641QCK6     AAA
                 11-A4      12641QCL4     AAA
                 11-A5      12641QCM2     AAA
                 12-A1      12641QCN0     AAA
                 12-A2      12641QCP5     A
                 12-A3      12641QCQ3     BBB
                 12-A4      12641QCR1     BB
                 12-A6      12641QCT7     AAA
                 12-A7      12641QCU4     AAA
                 12-A8      12641QCV2     AAA
                 14-A1      12641QDC3     AAA
                 14-A2      12641QDD1     A
                 14-A3      12641QDE9     BBB
                 14-A4      12641QDF6     BB
                 14-A5      12641QDG4     B
                 14-A7      12641QDJ8     AAA
                 14-A8      12641QDK5     AAA
                 14-A9      12641QDL3     AAA


DA VINCI: S&P Downgrades Rating on Class C Notes to 'D'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
C notes from Da Vinci Synthetic PLC to 'D' from 'CCC'.  The rating
was previously on CreditWatch negative.  In addition, S&P affirmed
its 'BBB' and 'BB-' ratings on the class A and B notes,
respectively, from this transaction and removed them from
CreditWatch negative.  S&P previously placed the affected ratings
on CreditWatch negative on June 12, 2008, due to the pending
auction liquidation sale of certain regional jets that secured the
Alitalia reference obligations in this securitization.

The downgrade primarily reflects the reported write-off of
?7,857,459 of the class C notes' total balance of ?15,600,000.  On
Jan. 29, 2009, the trustee delivered a credit event notice due to
Alitalia's August 2008 bankruptcy filing.  The eight ERJ 145
Alitalia aircraft related to this securitization were subsequently
offered for sale through auction liquidation.  According to the
March 20, 2010 quarterly report, in the last quarter of 2009, the
independent auditor confirmed the credit protection amount of the
eight defaulted Alitalia reference obligations is US$35,861,269.
Of this amount, US$26,000,000 was deducted from the unrated first
loss threshold and ?7,857,459 from the class C notes.  As a result
of the write-off, S&P downgraded the class C notes to 'D' because
remaining reference obligations relating to other airlines, even
if they all perform, will be insufficient to repay the class C
notes.

At the same time, S&P affirmed its ratings on the class A and B
notes.  The available credit enhancement, in the form of
subordination, to these notes has been reduced due to the
depletion of the first loss amount and portion of the class C
notes.  However, S&P believes that the remaining credit
enhancement is adequate to support these notes at the 'BBB' and
'BB-' rating levels.  This transaction, unlike a typical ABS
aircraft securitization backed by operating leases, benefits from
loan amortization in the reference portfolio, which, in general,
exceeds the depreciating value of the aircraft, effectively
deleveraging the loan portfolio over time.  Therefore, the
exposure to potential loss during the amortization period
decreases with time, in some cases even with significant stresses
applied to the value of the aircraft. The transaction reached the
end of its revolving period on the Dec. 20, 2009, final
replenishment date, according to the transaction documents, and it
started amortizing at a more rapid pace.

The reference portfolio in this securitization is a mix of credit
exposures to large and midsize global carriers.  The pool is
diversified by the number of aircraft and the aircraft type, and
it currently consists of 19 airline borrowers/ lessees, mostly of
large "flag carriers" (the principal international airline of
their country).  The cash flow methodology S&P applied to this
transaction is similar to that of an operating lease transaction
in that Standard & Poor's ran a number of default scenarios and
applied various stresses to the projected aircraft values in the
reference portfolio to assess tranches' ability to withstand
stresses at their current rating levels.  S&P applied both front-
loaded default patterns -- when S&P assume most of the projected
defaults happen within the next couple of years, and back-loaded
default patterns -- when S&P project most defaults to occur in the
last few years of the transaction life, when the reference
portfolio becomes more concentrated, and there are only a few
airline borrowers remaining.  S&P affirmed its ratings on class A
and B notes because they were able to withstand its stresses at
their current rating levels.

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

       Rating Lowered And Removed From Creditwatch Negative

                      Da Vinci Synthetic PLC

                               Rating
                               ------
           Class         To              From
           -----         --              ----
           C             D               CCC/Watch Neg

      Ratings Affirmed And Removed From Creditwatch Negative

                      Da Vinci Synthetic PLC

                               Rating
                               ------
           Class         To              From
           -----         --              ----
           A             BBB             BBB/Watch Neg
           B             BB-             BB-/Watch Neg


DAVIS SQUARE: S&P Corrects Rating on Class A-1MM-e Tranche
----------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on the
class A-1MM-e tranche from Davis Square Funding I Ltd. by lowering
it and removing it from CreditWatch negative.  This transaction is
a high-grade structured finance collateralized debt obligation of
asset-backed securities that was collateralized at origination
primarily by 'AAA' through 'A' rated tranches of residential
mortgage-backed securities and other SF securities.  At the same
time, S&P lowered its ratings on 18 additional classes and removed
17 of them from CreditWatch with negative implications.

The CDO downgrades reflect a number of factors, including credit
deterioration and S&P's negative rating actions on underlying U.S.
subprime RMBS.

Due to an error, S&P did not lower the rating on the class A-1MM-e
notes to 'BB+/B/Watch Neg' in November 2008.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                          Rating Actions

                                         Rating
                                         ------
Transaction               Class      To          From
-----------               -----      --          ----
Davis Square Funding I    A-1LT-a    CC          BB+/Watch Neg
Davis Square Funding I    A-1LT-b    CC          BB+/Watch Neg
Davis Square Funding I    A-1LT-c    CC          BB+/Watch Neg
Davis Square Funding I    A-1LT-c    CC          BB+/Watch Neg
Davis Square Funding I    A-1LT-d    CC          BB+/Watch Neg
Davis Square Funding I    A-1LT-e    CC          BB+/Watch Neg
Davis Square Funding I    A-1MM-a    CC/C        BB+/B/Watch Neg
Davis Square Funding I    A-1MM-b    CC/C        BB+/B/Watch Neg
Davis Square Funding I    A-1MM-c    CC/C        BB+/B/Watch Neg
Davis Square Funding I    A-1MM-d    CC/C        BB+/B/Watch Neg
Davis Square Funding I    A-1MM-e    CC/C        A-/A-1/Watch Neg
Davis Square Funding I    A-1MM-s    CC/C        BB+/B/Watch Neg
Davis Square Funding I    A-1MM-t    CC/C        BB+/B/Watch Neg
Davis Square Funding I    A-1MT-a    CC          BB+/Watch Neg
Davis Square Funding I    A-1MT-b    CC          BB+/Watch Neg
Davis Square Funding I    A-1MT-c    CC          BB+/Watch Neg
Davis Square Funding I    A-1MT-d    CC          BB+/Watch Neg
Davis Square Funding I    A-1MT-e    CC          BB+/Watch Neg
Davis Square Funding I    A-2        CC          CCC-


DEUTSCHE MORTGAGE: S&P Junks Rating on Class A1 Certificates
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A1 certificates from Deutsche Mortgage Securities Inc. Re-REMIC
Trust Certificates Series 2007-RS4, a resecuritized real estate
mortgage investment conduit residential mortgage-backed securities
transaction, to 'CCC' from 'AAA'.

The downgrade reflects S&P's view of the deterioration in
performance of the mortgage loans backing the underlying
certificates.  This performance deterioration and lack of credit
enhancement within DMS 2007-RS4 resulted in the downgrade of the
re-REMIC class.

DMS 2007-RS4, which closed in December 2007, is collateralized by
30 underlying classes from 27 different trusts (see table 1
below).  The loans securing the underlying trusts consist
predominantly of fixed-rate and long-reset adjustable-rate
Alternative-A and prime mortgage loans.

The performance of these loans has generally deteriorated.  The
class A8 certificates from DAB 2006-AB3 has sustained interest
shortfalls in recent months.  Additionally, class IA12 from RFC
2006-QS9 and class IIA10 from RFC 2007-QS1 have suffered principal
write-downs in the past six months.  Table 1 shows the March 2010
underlying pool statistics for delinquent loans as a percent of
the current pool balance, as well as current pool factors (the
balance remaining as a percent of the original pool balance),
actual cumulative losses, and S&P's current projected losses as a
percent of the original pool balance.

                              Table 1

                    Underlying Pool Statistics

                Class
                Current    Pool      Cum.      Proj.
Trust          rating)    Factor(%) Losses(%) Losses(%) Delq.(%)
-----          -------    --------- --------- --------- --------
BAF 2006-G     3A1 (AAA)  62.59     2.94      10.15     22.82
CWA 2005-27    2A1 (CCC), 33.69     3.59      13.93     55.69
                3A2 (CCC)
CWA 2005-56    2A3 (CCC)  46.26     5.56      26.86     56.28
CWA 2005-60T1  A9 (B-)    65.77     1.58      10.87     28.75
CWA 2005-J3    2A1 (AAA)  49.16     0.40       4.30     17.05
CWA 2006-18CB  A10 (CC)   60.21     2.97      14.77     30.91
CWA 2006-19CB  A23 (CC)   59.97     2.09      10.77     27.22
CWA 2006-J4    2A1 (CC)   68.22     2.18      15.18     29.59
CWA 2007-8CB   A3 (CC)    69.33     2.11      13.19     27.27
CWA 2007-13    A5 (CC)    81.47     2.11      17.40     33.05
DAA 2005-6     IIA2 (CCC) 57.37     3.87      13.30     25.01
DAB 2006-AB2   A8 (CC)    49.20     7.71      29.73     38.41
DAB 2006-AB3   A8 (CC)    43.39     12.89     38.71     47.01
DAA 2007-3     IA1 (CC),  70.07     6.71      23.99     34.78
                IA2 (CC)
DAB 2007-AB1   A1 (CC),   69.64     8.09      36.92     46.32
                AI1 (CC)
GSAA 2006-13   AF2 (CCC)  57.15     6.72      19.87     28.92
INX 2005-AR29  A2 (CCC)   62.45     3.35      13.20     24.56
MSM 2005-9AR*  2A (CC)    69.23     6.94      19.53     23.97
RFC 2005-QA8   NBII (CCC) 37.84     5.14      10.77     22.86
RFC 2006-QS11  IA3 (CC)   54.22     6.50      20.97     32.06
RFC 2006-QS2*  IA10 (CC)  46.55     0.64       3.44     15.02
RFC 2006-QS9   IA12 (D)   50.40     7.99      22.14     30.60
RFC 2007-QS1*  IIA10 (D)  61.85     7.05      21.53     31.36
RFC 2007-QS4   IIIA6 (CC) 64.04     7.39      25.36     34.57
RFC 2007-QS7   IA2 (CCC)  70.07     6.71      23.99     34.78
WMS 2002-AR9*  IA (AAA)    3.18     0.06       0.00     18.09
WFM 2005-AR13  IA3 (A-)   56.04     0.35       2.00      5.93

* For MSM 2005-9AR, applies to group 2; for RFC 2006-QS2, applies
  to group 1; for RFC 2007-QS1, applies to group 2; and for WMS
  2002-AR9, applies to group 1.

Over the past two years S&P has revised its RMBS default and loss
assumptions, and consequently its projected losses, to reflect its
view of the continuing decline in mortgage loan performance and
the housing market.  The performance deterioration of most U.S.
RMBS has continued to outpace the market's expectations.

                          Rating Lowered

  Deutsche Mortgage Securities Inc. Re-REMIC Trust Certificates
                          Series 2007-RS4

                                         Rating
                                         ------
        Class      CUSIP         To                   From
        -----      -----         --                   ----
        A1         25157PAA0     CCC                  AAA


DEUTSCHE MORTGAGE: S&P Junks Rating on Class A1 2007-RS5 Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A1 certificates to 'CCC' from 'AAA' from Deutsche Mortgage
Securities Re-REMIC Trust Certificates Series 2007-RS5, a
residential mortgage-backed securities resecuritized real estate
mortgage investment conduit transaction.

The downgrade reflects S&P's view of the deterioration in
performance of the mortgage loans backing the underlying
certificates.  This performance deterioration is so severe that
the credit enhancement for DMS 2007-RS5 is insufficient to
maintain the current rating on the re-REMIC class.

DMS 2007-RS5, which closed in December 2007, is collateralized by
28 underlying classes from 25 different trusts.  The loans
securing the underlying trusts consist predominantly of fixed-rate
and long-reset adjustable-rate, alternative-A and prime mortgage
loans.

The performance of the loans securing the underlying trusts has
generally deteriorated.  The class A2 certificates from DAB 2006-
AB3 have sustained interest shortfalls in recent months, while the
class IA1 certificates from DAA 2007-3 have been reporting
interest shortfalls over the past 12 months.  Furthermore, the
class IIIA1 certificates from RFC 2007-QS4 have taken principal
write-downs during recent remittances.  Table 1 shows the April
2010 underlying pool statistics for delinquent loans as a
percentage of the current pool balance, as well as current pool
factors, experienced cumulative losses, and S&P's current
projected losses as a percentage of the original pool balance.

                              Table 1

                Class
                Current    Pool      Cum.      Proj.
Trust          rating)    Factor(%) Losses(%) Losses(%) Delq.(%)
-----          -------    --------- --------- --------- --------
CSF 2005-9*    VA6 (CC)    67.37    0.43       3.70     8.57
CWA 2005-16    A1 (BBB+)   30.28    2.24       8.75     44.72
CWA 2005-27    2A2 (CCC)   34.06    3.42       13.93    56.56
CWA 2005-65CB  1A11 (CCC)  63.33    1.22       7.14     19.38
                1A13 (CCC)
                2A6 (CCC)
CWA 2005-73CB  1A5 (CCC)   59.95    1.30       7.42     21.29
CWA 2005-85CB  2A1 (CCC)   58.50    1.75       8.64     25.26
CWA 2005-J11   1A1 (CCC)   55.76    1.09       8.21     25.18
CWA 2006-18CB  A11 (CC)    60.98    2.83       14.77    31.96
CWA 2006-19CB  A28 (CC)    60.76    1.88       10.77    27.82
CWA 2007-2CB   1A7 (CC)    75.40    1.77       12.80    28.36
CWA 2007-13    A3 (CCC)    81.67    2.02       17.40    33.84
DAB 2006-AB3   A2 (CC)     44.34    12.26      38.71    47.94
DAB 2006-AB4   A3A1 (CCC)  55.08    10.69      34.04    41.31
DAA 2007-3     IA1 (CC)    72.20    6.99       47.49    30.67
DAB 2007-AB1   A1 (CC)     70.79    7.53       36.92    47.81
DAA 2007-OA5   A3 (CC)     51.31    5.06       29.64    32.64
JPM 2003-A1    1A1 (AAA)   40.15    0.08       0.00     1.71
MARM 2006-OA2  4A1A (CC)   66.69    9.15       36.77    57.91
PFM 2005-1     3A1 (AAA)   30.51    0.50       1.75     11.57
RFC 2005-QS12  A8 (CCC)    53.84    2.14       7.28     18.94
RFC 2007-QS4   IIIA1 (D)   65.11    7.04       25.36    35.50
RAS 2005-A15   1A7 (CC),   62.66    3.44       12.18    25.50
                2A9 (CC)
SAS 2005-4XS*  3A4 (AAA)   54.51    0.28       1.81     8.45
WAL 2005-3     1CB3 (B)    54.89    1.30       5.78     18.81
WAL 2006-7     A7 (CCC)    59.23    7.25       30.43    43.98

                * Pertains to structure group II.

Over the past two years, S&P has revised its RMBS default and loss
assumptions, and consequently its projected losses, to reflect its
view of the continuing decline in mortgage loan performance and
the housing market.  The performance deterioration of most U.S.
RMBS has continued to outpace the market's expectation.

                          Rating Lowered

     Deutsche Mortgage Securities Re-REMIC Trust Certificates
                          Series 2007-RS5

                                         Rating
                                         ------
        Class      CUSIP         To                  From
        -----      -----         --                  ----
        A1         25157RAA6     CCC                 AAA


DEUTSCHE MORTGAGE: S&P Junks Ratings on Class A-1 2007-RS7 Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'CCC'
from 'AAA' on the class A-1 certificates from Deutsche Mortgage
Securities Re-REMIC Trust Certificates Series 2007-RS7, a
residential mortgage-backed securities resecuritized real estate
mortgage investment conduit transaction.

The downgrade reflects S&P's view of the significant deterioration
in performance of the mortgage loans backing the underlying
certificates.  This performance deterioration is so severe that
the credit enhancement within DMS 2007-RS7 is insufficient to
maintain the previous rating on the re-REMIC class.

DMS 2007-RS7, which closed in December 2007, is collateralized by
59 underlying classes from 40 different trusts.  The loans
securing the underlying trusts consist predominantly of fixed-rate
and long-reset adjustable-rate alternative-A and prime mortgage
loans.

The performance of the loans securing the underlying trusts has
generally deteriorated.  Class I2A1 from AHA 2007-3, class AII2
from RFC 2006-QA1, class IA5 from RFC 2006-QS9, class IIIA5 from
RFC 2007-QS4, and class IA3 from RFC 2007-QS7 have experienced
principal write-downs in the past 12 months.  Table 1 shows the
April 2010 underlying pool statistics for delinquent loans as a
percentage of current pool balance, as well as current pool
factors, experienced cumulative losses and S&P's current projected
losses as a percentage of the original pool balance.

                              Table 1

               Class
               (Current   Pool      Cum.      Proj.
  Trust        rating)    Factor(%) Losses(%) Losses(%) Delinq.(%)
  -----        --------   --------- --------- --------- ----------
AHA 2007-1     A1 (CCC)   66.04     11.93      35.29    40.00
               A2 (CCC)
               A3 (CC)
AHA 2007-3*    I2A1 (D)   57.00     17.15      47.20    64.99
BAF 2006-B     6A1 (CCC)  59.63     1.31       8.14     28.18
CWA 2005-76    2A1 (CCC)  43.84     5.97       25.88    62.50
CWA 2005-84    3A2 (CC)   59.10     5.97       23.81    37.85
CWA 2005-11C   3A4 (BB+)  50.91     0.63       3.45     15.00
CWA 2005-20C   2A6 (B-)   51.90     0.89       4.78     18.65
               2A7 (B-)
               3A6 (B-)
               3A7 (B-)
CWA 2005-28C   1A7 (CCC)  48.66     1.11       5.92     20.25
               2A3 (CCC)
               2A7 (CCC)
CWA 2005-34C   1A8 (CCC)  57.26     0.81       5.37     17.32
               1A9 (CCC)
CWA 2005-60T   A12 (CCC)  65.77     1.58       10.87    28.75
               A8 (CCC)
CWA 2006-H10   1A2 (CC)   51.21     5.48       20.42    45.59
               2A1 (CCC)
               3A1 (CCC)
CWA 2006-H12   A5 (A+)    62.76     4.27       18.37    36.25
CWA 2006-OA9   2A2 (CC)   60.81     7.24       30.75    67.64
CWA 2007-13    A7 (CC)    81.47     2.11       17.40    33.05
CWA 2007-16C   1A2 (CCC)  72.84     1.91       15.18    29.26
               1A5 (CCC)
               4A3 (CCC)
               5A2 (CC)
CWA 2007-21C   1A2 (B-)   70.46     0.87       8.94     18.49
               2A1 (CCC)
               2A3 (CCC)
CWA 2007-HY3   1A2 (CCC)  70.07     3.63       17.58    34.78
               3A1 (B-)
DAA 2007-OA1   A1 (CCC)   59.77     9.12       29.55    50.70
DAA 2007-OA3   A3 (CCC)   85.80     4.46       32.20    40.29
DAA 2007-OA4   IIA2 (CCC) 83.45     4.15       34.92    46.03
DAB 2006-AB3   A6 (AAA)   43.39     12.89      38.71    47.01
DAB 2006-AB4   A3A2 (AAA) 53.94     11.25      34.04    40.23
FHAT 2005-F6   A10 (CCC)  54.22     1.32       7.25     17.19
GMM 2005-AF1   A7 (A)     48.73     1.29       5.66     19.82
GPM 2006-AR6   1A1A (CC)  55.79     17.82      31.89    40.41
INA 2006-AR1   A3 (AAA)   64.69     1.42       7.84     15.60
INX 2004-A13   2A3 (BB)   17.29     2.14       5.40     35.08
INX 2005-A35   1A1 (CCC)  59.84     5.12       16.04    29.49
INX 2006-A13   A3 (CCC)   65.06     4.60       20.65    29.00
INX 2006-AR9   3A3 (AAA)  61.16     5.75       13.15    30.09
INX 2006-FL1   A2 (CCC)   64.53     10.04      41.59    46.16
               A3 (CC)
RAS 2004-A4    A11 (AAA)  31.41     0.15       1.36     8.25
RAS 2005-A15   2A12 (CC)  61.72     3.63       12.18    23.80
               2A5 (CC)
RFC 2006-QA1   AII2 (D)   41.92     11.16      22.93    30.86
RFC 2006-QS9   IA5 (D)    50.40     7.99       22.14    30.60
RFC 2007-QO2   A1 (CCC)   65.77     14.94      41.28    57.64
RFC 2007-QS4   IIIA5 (D)  64.04     7.39       25.36    34.57
RFC 2007-QS7   IA3 (D)    70.07     6.71       23.99    34.78
SAS 2003-40A   1A (AA)    17.44     0.51       1.68     18.28
WFM 2005-9     IA3 (A)    62.90     0.21       1.72     4.41

                      * Pertains to group I.

Over the past two years, S&P has revised its RMBS default and loss
assumptions, and consequently its projected losses, to reflect its
view of the continuing decline in mortgage loan performance and
the housing market.  The performance deterioration of most U.S.
RMBS has continued to outpace the market's expectation.


GMAC COMMERCIAL: Fitch Downgrades Ratings on 2000-C3 Notes
----------------------------------------------------------
Fitch Ratings has downgraded six classes, assigned Outlooks and
Loss Severity ratings to GMAC Commercial Mortgage Securities, Inc.
2000-C3.

The downgrades are due to insufficient credit enhancement to
offset Fitch expected losses following Fitch's prospective review
of potential stresses and expected losses associated with
specially serviced assets.  Fitch expects losses of approximately
2.3% of the remaining pooled balance, approximately $21.8 million,
from the loans in special servicing and the loans that are not
expected to refinance at maturity based on Fitch's refinance test.

As of the May distribution date, the pooled A note balance had
paid down 24.8% to $949.1 million from $1.26 billion at issuance,
and 54 loans (36.7%) have defeased.  The top 10 non-defeased loans
represent 34.8% of the pool.

There are currently nine assets (5.5%) in special servicing.  Two
assets are current (1.1%), one (0.5%) is 30-days past due, two
(1%) are 90-days past due, three (2.6%) are in foreclosure and one
(0.3%) is real estate owned.

The largest specially serviced asset (1.7%) was transferred in
September 2009 due to imminent default when the largest tenant
(36% of the space) vacated in December 2009 leaving the property
approximately 49% occupied.  The loan is collateralized by a
183,000 square foot office building located in Greenbelt, MD
(approximately 15 miles northeast of downtown Washington DC).  The
loan is delinquent and the special servicer is pursuing
foreclosure.

The next largest specially serviced asset (0.9%) is secured by a
255 room Holiday Inn located in Corapolis, PA.  The loan was
transferred to special servicing in November 2009 due to imminent
default.  The borrower indicated it can no longer fund property
cash flow shortfalls.  The special servicer is pursuing
foreclosure.  A recent appraisal indicates losses.

The remaining specially serviced loans are secured by multifamily
properties (0.7%), office properties (0.7%), one hotel (0.7%) and
one industrial property (0.9%).  All of the assets were
transferred due to monetary or imminent default as a result of
declining performance and occupancies.

Fitch stressed the cash flow of the remaining non-defeased, non
specially serviced loans by applying a 10% reduction to 2008
fiscal year end net operating income and applying an adjusted,
property specific market cap rate between 7.25% and 10.5% to
determine value.

Similar to Fitch's prospective analysis of recent vintage
commercial mortgage backed securities, each loan also underwent a
refinance test by applying an 8% interest rate and 30-year
amortization schedule based on the stressed cash flow.  Loans that
could refinance to a debt service coverage ration of 1.25 times or
higher were considered to pay off at maturity.  Twenty-seven loans
did not pay off at maturity and five incurred a loss when compared
to Fitch's stressed value.

Fitch has downgraded, assigned Outlooks, Recovery Ratings and LS
ratings to these classes as indicated:

  -- $25.5 million class J to 'BB/LS4' from 'BBB'; Outlook
     Negative;

  -- $4.5 million class K to 'BB/LS5' from 'BBB-'; Outlook
     Negative;

  -- $9.6 million class L to 'CCC/RR1' from 'BB';

  -- $15.9 million class M to 'CC/RR5' from 'B';

  -- $3.2 million class N to 'C/RR6' from 'B-';

  -- $3.2 million class O to 'D/RR6' from 'CCC/RR1'.

In addition, Fitch has affirmed, assigned Outlooks and LS ratings
to these classes:

  -- $851.4 million class A-2 at 'AAA/LS1'; Outlook Stable;
  -- Interest-only class X at 'AAA'; Outlook Stable;
  -- $54 million class B at 'AAA/LS1'; Outlook Stable;
  -- $57.1 million class C at 'AAA/LS3'; Outlook Stable;
  -- $12.1 million class D at 'AAA/LS5'; Outlook Stable;
  -- $35.1 million class E at 'AAA/LS3'; Outlook Stable;
  -- $19.1 million class F at 'AAA/LS4'; Outlook Negative;
  -- $8 million class G at 'AA/LS5'; Outlook Negative;
  -- $9.9 million class H at 'A+/LS5'; Outlook Negative;
  -- $12.4 million class S-MAC-1 at 'A+/LS5'; Outlook Stable;
  -- $8.7 million class S-MAC-2 at 'A-/LS5'; Outlook Stable;
  -- $5.3 million class S-MAC-3 at 'BBB/LS5'; Outlook Stable;
  -- $14 million class S-MAC-4 at 'BBB-/LS5'; Outlook Stable.

Fitch does not rate classes P and S-AM.  Classes S-MAC-1, S-MAC-2,
S-MAC-3, and S-MAC-4 represent the interest in the trust
corresponding to the junior portion of the MacArthur Center loan.
Class A-1 has paid in full.


GMAC COMMERCIAL: S&P Downgrades Ratings on Eight 2001-C1 Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of commercial mortgage pass-through certificates from GMAC
Commercial Mortgage Securities Inc.'s series 2001-C1.  S&P lowered
four of the ratings to 'D'.

The downgrades primarily reflect S&P's analysis of interest
shortfalls to the rated classes.  S&P downgraded the class J, K,
L, and M certificates to 'D' due to recurring shortfalls.  S&P
expects these classes to continue experiencing these shortfalls
for the foreseeable future due to appraisal subordinate
entitlement reductions, the master servicer's (Berkadia Commercial
Mortgage LLC's) decision to not advance current and future
interest payments on two loans, as well as special servicing fees.
S&P also downgraded the class E, F, G, and H certificates due to
interest shortfalls.  The shortfalls reflect the aforementioned
factors, as well as the master servicer's decision to recover
previously advanced amounts primarily related to and expenses
associated with the Asmann & Westwood Apartments asset, which is
with the special servicer, also Berkadia.  Once Berkadia completes
the recovery, these classes may recover their accumulated interest
shortfalls.  If the recovery takes an extended period, however,
S&P will evaluate the ratings for further adjustment.

Shortfalls related to the Asmann & Westwood Apartments real estate
owned asset constituted approximately 69% of the total current
interest shortfalls -- the master servicer's recovery of
previously advanced amounts and its decision to not advance
current and future interest payments on the asset, as well as
other expenses associated with the asset, primarily contributed to
the shortfalls.  Related to the other expenses, the Asmann &
Westwood Apartments asset is not generating sufficient cash flow
to cover operating expenses, and the associated interest shortfall
amount accounted for approximately 17% of the total current
interest shortfalls affecting the trust.

Appraisal reduction amounts totaling $17.7 million were in effect
for the specially serviced Laurel Office Building and The Village
on Lorna Shopping Center assets, resulting in current ASERs
totaling $119,393.  Standard & Poor's considered the ASERs, both
of which were based on MAI appraisals, in determining its rating
actions.  The remaining current interest shortfalls were primarily
due to the master servicer's decision to not advance current and
future interest payments on an additional asset, special servicing
fees, and interest on outstanding servicer advances.

As of the May 17, 2010, remittance report, the collateral pool
consisted of 92 assets with an aggregate trust balance of $693.2
million, down from 101 assets totaling $864.1 million at issuance.
The payment status of the eight assets ($95.0 million, 13.7%) with
the special servicer is: two ($20.8 million, 3.0%) are REO; one
($2.2 million, 0.3%) is in foreclosure; one ($10.5 million, 1.5%)
is 90-plus-days delinquent; one ($36.2 million, 5.2%) is 60 days
delinquent; and three ($25.4 million, 3.7%) are in their grace
periods.  To date, the trust has experienced principal losses on
eight assets totaling $21.0 million.  S&P previously downgraded
the class N and O certificates to 'D' due to principal losses
incurred by the classes.

Standard & Poor's analyzed the transaction according to its
current criteria and the lowered ratings are consistent with its
analysis.

                         Ratings Lowered

             GMAC Commercial Mortgage Securities Inc.
   Commercial mortgage pass-through certificates series 2001-C1

        Rating                           Reported interest shortfalls ($)
        ------                           --------------------------------
Class To     From Credit enhancement (%)     Current    Accumulated
----- --     ---- ----------------------     -------    -----------
E     BBB+   A+                   12.27       11,266       11,266
F     BB+    A-                   10.40       80,948       82,123
G     B+     BBB+                  8.53       82,707      168,172
H     CCC-   BB                    4.79      129,615      332,773
J     D      BB-                   3.85       32,400      181,301
K     D      B+                    2.92       32,400      241,294
L     D      CCC                   1.05       64,805      518,440
M     D      CCC-                  0.42       21,600      176,661


GMAC COMMERCIAL: S&P Downgrades Ratings on Eight 2003-C1 Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of commercial mortgage-backed securities from GMAC
Commercial Mortgage Securities Inc.'s series 2003-C1 and removed
them from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on 11 other classes from the same
transaction and removed two of them from CreditWatch with negative
implications.

The downgrades follow S&P's analysis of the transaction using its
U.S. conduit and fusion CMBS criteria.  The downgrades also
reflect credit support erosion that S&P anticipate will occur upon
the eventual resolution of two of the transaction's three
specially serviced assets, as well as potential losses associated
with two loans that S&P determined to be credit-impaired.  S&P's
analysis included a review of the credit characteristics of all of
the assets in the pool.  Using servicer-provided financial
information, S&P calculated an adjusted debt service coverage of
1.72x and a loan-to-value ratio of 77.7%.  S&P further stressed
the loans' cash flows under its 'AAA' scenario to yield a weighted
average DSC of 1.42x and an LTV ratio of 96.8%.  The implied
defaults and loss severity under the 'AAA' scenario were 25.6% and
31.2%, respectively.  All of the DSC and LTV calculations S&P
noted above exclude 19 ($274.3 million, 32.5%) defeased loans, two
($15.0 million, 1.8%) of the transaction's three ($25.0 million,
3.0%) specially serviced assets, and two ($26.4 million, 3.1%)
assets that S&P determined to be credit-impaired.  S&P separately
estimated losses for the four excluded specially serviced and
credit-impaired assets and included them in the 'AAA' scenario
implied default and loss figures.

The affirmations of the ratings on the principal and interest
certificates reflect subordination levels that are consistent with
the outstanding ratings.  S&P affirmed its rating on the class X-1
interest-only certificate based on its current criteria.

                      Credit Considerations

As of the May 2010 remittance report, three ($25.0 million, 3.0%)
assets in the pool were with the special servicer, Berkadia
Commercial Mortgage LLC.  The payment status of the specially
serviced assets is: one ($10.0 million, 1.2%) is classified as a
matured balloon, one ($2.2 million, 0.3%) is 90-plus days
delinquent, and one ($12.9 million, 1.5%) is 30 days delinquent.

The Ocotillo Plaza Shopping Center loan ($12.9 million total
exposure, 1.5%) is the largest asset with the special servicer.
The loan is secured by a 120,364-sq.-ft. neighborhood retail
center in Chandler, Ariz.  The loan was transferred to the special
servicer in April 2010 due to imminent default.  According to the
special servicer, a tenant, Bashas', which occupied 44.5% of the
net rentable area, filed for bankruptcy and vacated its space in
2009.  Several of the remaining tenants have co-tenancy clauses in
place and have asked for payment relief.  The special servicer has
engaged counsel, current operating data has been requested, and a
pre-negotiation letter has been forwarded to the borrower.  If the
special servicer and borrower cannot reach a loan workout
agreement, S&P expects a moderate loss upon the resolution of this
asset.

The International City Bank Building loan ($10.0 million total
exposure, 1.2%) is the second-largest loan with the special
servicer.  The loan is secured by a 109,031-sq.-ft. office
property in Long Beach, Calif.  The loan was transferred to the
special servicer in February 2010 for imminent maturity default
(the loan was scheduled to mature in May 2010).  According to the
special servicer, the borrower was unable to obtain a commitment
to refinance the loan before its maturity date and has proposed a
modification to the loan.  The special servicer is evaluating the
proposal.  The reported DSC was 1.06x as of December 2008.

The Countryside Village Apartments loan ($2.3 million total
exposure, 0.3%) is the last asset with the special servicer.  This
exposure is secured by a 109-unit multifamily property in Beloit,
Wis.  The asset was transferred to the special servicer in January
2010 due to payment default and numerous property condition
issues.  According to the special servicer, the asset is vacant
due to health and safety issues.  The master servicer, also
Berkadia, has issued a nonrecoverability determination in
connection with the asset, and the special servicer has initiated
foreclosure.  S&P expects a significant loss upon the eventual
resolution of this asset.

In addition to the specially serviced assets, S&P determined two
($26.4 million; 3.1%) loans to be credit-impaired.  The larger of
these is the Village Park Apartments loan ($22.5 million, 2.7%),
which is the sixth-largest exposure in the pool.  The loan is
secured by a 544-unit multifamily property in Troy, Mich.  As of
March 2010, the property's cash flow was negative and occupancy
was 58.5%.  At issuance, DSC and occupancy were 1.30x and 89.9%,
respectively.  The loan appears on the master servicer's watchlist
due to the decline in DSC and occupancy.  Given the property's
declining performance and low occupancy, S&P consider this loan to
be at an increased risk of default and loss.

The other asset that S&P determined to be credit-impaired is the
White Clay III loan, which has a balance of $3.9 million (0.5%).
The loan is secured by a 62,954-sq.-ft. office property in White
Clay Creek Hundred, Del.  As of September 2009, the property's
cash flow was negative and occupancy was 9.0%.  At issuance, DSC
and occupancy figures were 1.50x and 91.0%, respectively.  Given
the property's declining performance and low occupancy, S&P
consider this loan to be at an increased risk of default and loss.

                       Transaction Summary

As of the May 2010 remittance report, the collateral pool had an
aggregate trust balance of $845.1 million, down from $1.05 billion
at issuance.  The pool includes 94 assets, down from 103 at
issuance.  The master servicer provided full-year 2008 or full-
year 2009 financial information for 98.1% of the nondefeased
assets in the pool.  S&P calculated a weighted average DSC of
1.69x for the pool based on the reported figures.  S&P's adjusted
DSC and LTV ratio were 1.72x and 77.7%, respectively.  S&P's
adjusted DSC and LTV figures exclude 19 ($274.3 million, 32.5%)
defeased loans, two ($15.0 million, 1.8%) of the transaction's
three ($25.0 million, 3.0%) specially serviced assets, and two
($26.4 million, 3.1%) assets that S&P determined to be credit-
impaired.  S&P separately estimated losses for the four excluded
specially serviced and credit-impaired assets.  Servicer-reported
financial information was available for all of these assets, and
if S&P utilize this information in calculating its adjusted DSC,
the resulting figure would be 1.65x.

The master servicer reported a watchlist of 19 ($198.9 million,
23.5%) loans, including five of the top 10 loan exposures.  S&P
discuss one of the top 10 exposures in detail above and two in
detail below.  Fifteen ($123.0 million, 14.6%) assets in the pool
have a reported DSC of less than 1.10x, and 11 ($102.8 million,
12.2%) assets have a reported DSC of less than 1.00x.

                 Summary of Top 10 Loan Exposures

The top 10 exposures secured by real estate have an aggregate
outstanding trust balance of $293.9 million (34.8%).  Using
servicer-reported numbers, S&P calculated a weighted average DSC
of 1.85x for the top 10 real estate assets.  S&P's adjusted DSC
and LTV ratio for the top 10 exposures are 1.88x and 76.8%,
respectively.  S&P's adjusted DSC and LTV figures exclude one
($22.5 million, 2.7%) of the top 10 loan exposures, which S&P
determined to be credit-impaired.  The credit-impaired asset had a
servicer-reported DSC of 0.36x, and if S&P utilize this
information in calculating S&P's adjusted DSC, the resulting
figure would be 1.77x.

The Renaissance at Columbia Gateway loan is the third-largest
asset in the pool and the largest asset on the master servicer's
watchlist.  The loan has a balance of $35.7 million (4.2%) and is
secured by a 624,905-sq.-ft. industrial property in Columbia, Md.
As of December 2009, reported DSC and occupancy were 1.75x and
91.8%, respectively.  As of March 2010, reported occupancy was
60.1%.

According to the master servicer, the decline in occupancy is due
to two significant tenants, Alpharma and SAIC, vacating their
space in early 2010.  Standard & Poor's calculated an anticipated
DSC of approximately 1.14x, based on the recent vacancies.

The Towne Center Plaza loan is the fourth-largest asset in the
pool and the second-largest asset on the master servicer's
watchlist.  The loan has a balance of $33.4 million (4.0%) and is
secured by a 298,691-sq.-ft. anchored retail property in South
Gate, Calif.  The asset appears on the watchlist due to a decline
in performance.  The reported DSC was 0.85x for the nine months
ended September 2009, down from a reported DSC of 1.14x for the
nine months ended September 2008.  The reported occupancy was
89.0% as of December 2009.

Standard & Poor's stressed the assets in the pool according to its
U.S. conduit/fusion criteria.  The resultant credit enhancement
levels are consistent with the lowered and affirmed ratings.

      Ratings Lowered And Removed From Creditwatch Negative

             GMAC Commercial Mortgage Securities Inc.
    Commercial mortgage pass-through certificates series 2003-C1

                  Rating
                  ------
     Class      To      From           Credit enhancement (%)
     -----      --      ----           ----------------------
     H          BBB+    A-/Watch Neg                     8.04
     J          BB+     BBB-/Watch Neg                   5.39
     K          BB-     BB+/Watch Neg                    4.15
     L          B+      BB-/Watch Neg                    3.22
     M          B       B+/Watch Neg                     2.60
     N-1        CCC+    B-/Watch Neg                     1.83
     N-2        CCC     CCC+/Watch Neg                   1.66
     O          CCC-    CCC/Watch Neg                    1.35

      Ratings Affirmed And Removed From Creditwatch Negative

             GMAC Commercial Mortgage Securities Inc.
   Commercial mortgage pass-through certificates series 2003-C1

                  Rating
                  ------
     Class      To      From           Credit enhancement (%)
     -----      --      ----           ----------------------
     G          A       A/Watch Neg                      9.44
     P          CCC-    CCC-/Watch Neg                   0.73

                         Ratings Affirmed

             GMAC Commercial Mortgage Securities Inc.
    Commercial mortgage pass-through certificates series 2003-C1

     Class      Rating                 Credit enhancement (%)
     -----      ------                 ----------------------
     A-1        AAA                                     22.80
     A-1A       AAA                                     22.80
     A-2        AAA                                     22.80
     B          AAA                                     18.14
     C          AA+                                     16.74
     D          AA                                      14.10
     E          AA-                                     12.23
     F          A+                                      10.83
     X-1        AAA                                       N/A

     N/A-Not applicable.


GS MORTGAGE: S&P Downgrades Ratings on Four 2006-RR3 Notes
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes from GS Mortgage Securities Corp. II's series 2006-RR3, a
U.S. commercial mortgage-backed securities resecuritized real
estate mortgage investment conduit transaction, and removed them
from CreditWatch with negative implications.  At the same time,
S&P affirmed its 'CCC-' ratings on two classes from the same
transaction and removed them from CreditWatch negative.

The downgrades primarily reflect S&P's analysis of GSMS 2006-RR3
in light of interest shortfalls that have affected all of the
rated classes.  The downgrades also reflect S&P's analysis of the
transaction following S&P's rating actions on three CMBS
transactions that serve as underlying collateral for GSMS 2006-
RR3.  The downgraded underlying CMBS securities are from three
transactions and total $16 million (2.2% of the total asset
balance).  The downgrades also reflect S&P's revised credit
estimates on unrated CMBS collateral ($263.5 million, 36.2%).  S&P
lowered the majority of these credit estimates.

S&P has determined that the liquidity interruptions to GSMS 2006-
RR3 resulted from interest shortfalls on the underlying CMBS
collateral.  The interest shortfalls primarily reflect the master
servicer's recovery of prior advances, appraisal subordinate
entitlement reductions, servicers' nonrecoverability
determinations for advances, and special servicing fees.  If the
liquidity interruptions to GSMS 2006-RR3 continue, S&P will
evaluate the interruptions and may take further rating actions as
S&P determines appropriate.

According to the May 20, 2010, trustee report, GSMS 2006-RR3 is
collateralized by 58 CMBS classes ($727.8 million, 100%) from 34
distinct transactions issued between 2004 and 2006.  S&P's
analysis of GSMS 2006-RR3 reflected exposure to the following CMBS
certificates that Standard & Poor's has downgraded:

* Wachovia Bank Commercial Mortgage Trust 2005-C17 (class F;
  $10 million, 1.4%);

* JPMorgan Chase Commercial Mortgage Securities Corp. 2005-LDP1
  (class E; $5 million, 0.7%); and

* Merrill Lynch Mortgage Trust 2004-BPC1 (class G; $1 million,
  0.1%).

Standard & Poor's analyzed GSMS 2006-RR3 Trust and its underlying
collateral according to its current criteria.  S&P's analysis is
consistent with the lowered and affirmed ratings.

      Ratings Lowered And Removed From Creditwatch Negative

                 GS Mortgage Securities Corp. II
Commercial mortgage-backed securities pass-through certificates
                          series 2006-RR3

                                Rating
                                ------
         Class            To               From
         -----            --               ----
         A-1              B+               BB/Watch Neg
         A1-S             B+               BB/Watch Neg
         A-2              CCC-             CCC+/Watch Neg
         B                CCC-             CCC/Watch Neg

     Ratings Affirmed And Removed From Creditwatch Negative

                  GS Mortgage Securities Corp. II
  Commercial mortgage-backed securities pass-through certificates
                          series 2006-RR3

                                Rating
                                ------
         Class            To               From
         -----            --               ----
         C                CCC-             CCC-/Watch Neg
         D                CCC-             CCC-/Watch Neg


GUAM POWER: Moody's Assigns 'Ba1' Rating on $182 Mil. Bonds
-----------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to Guam Power
Authority's $182 million Revenue Bonds, Series 2010 A & B.
Moody's has also assigned a Ba2 rating to Guam Power Authority's
$55 million Subordinate Revenue Bonds, 2010 Series.  The bonds are
expected to be priced in mid June 2010.  Moody's has also affirmed
the Ba1 rating on the outstanding $363 million revenue bonds.  The
rating outlook is stable.

The Ba1 rating on the Guam Power Authority Revenue Bonds reflects
GPA's dominant market position as the sole provider of electricity
to a diversified customer base comprising residential, business
and government customers including both the Government of Guam as
well as the U.S. Navy.

The Ba1 rating further considers the expectation of an increased
U.S military presence on Guam over the next few years and GPA's
ability to provide for load increases associated with this.  It
further considers the impact of natural disasters on the island as
well as the current liquidity pressures facing GPA.

The last rating action was taken in August 2007; when GPA's Ba1
rating on its revenue bonds was affirmed with the outlook changed
to positive.

The Guam Power Authority is a publicly owned utility which
provides electricity services to the island of Guam, an un-
incorporated territory of the United States, located in
Micronesia.

Use of Proceeds:

The proceeds of the Revenue Bonds will be used for capital
improvements as well as a partial refunding of existing Revenue
Bonds.

The Subordinate Revenue Bonds proceeds will be used to refund debt
associated with GPA's commercial paper program and to fund working
capital.

Legal Security:

The Revenue Bonds 2010 Series A & B are secured by a pledge of
revenues from the electric power system.  GPA covenants to fix
rates which will be sufficient to yield 1.3x debt service coverage
on the Revenue Bonds.

The Subordinate Revenue Bonds are secured by a pledge of electric
system revenues subject to the prior pledge of revenues securing
the Revenue Bonds.  GPA covenants to fix rates which will be
sufficient to yield 1.2x debt service coverage on outstanding
Revenue Bonds and Subordinate Revenue Bonds.

Both Revenue Bonds and Subordinate Revenue Bonds will have the
benefit of debt service reserves.  The Revenue Bond debt service
reserve will be funded by an amount equal to maximum annual debt
service and the Subordinate Revenue Bonds will be funded by the
lesser of maximum annual debt service, 1.25x average debt service
or 10% of par value.  Both debt service reserves will be cash
funded.

  Monopoly Power Provider And Favorable Rate Setting Environment

GPA is a publicly owned monopoly provider of electricity on the
island of Guam.

The separately elected governing board of GPA has been an advocate
for rate changes to ensure cost recovery and also to ensure the
Guam Government becomes more current on agency electric
receivables.

The approval of rates, as well as major expenditures, is overseen
by the Guam Public Utilities Commission, which is governed by
seven commissioners who are appointed by the Governor of Guam.
The GPUC has approved GPA's bond issuance and has approved its
rate covenant obligations.

Over the last 12 years, the GPUC has proven responsive to raising
rates, approving all increase requests for the base rate over this
period.

GPA has structured its rates such that various cost elements such
as fuel costs are not included in the base rate but rather as
surcharges which can be adjusted in a timelier manner, allowing
for greater flexibility in passing through costs to customers.

    Customer Mix To Beneficially Change Following Troop Buildup

The U.S Department of Defense plans to move more than 8,000
marines to Guam by 2014, which is expected to lead to increases in
GPA's generation requirements.

As a result of the anticipated military buildup, Moody's expect
the U.S Government to become a larger customer as measured by
revenues, which due to its Aaa credit rating, is beneficial for
GPA.  The additional generation requirement is expected to be met
largely by current generation capabilities.

GPA's customer base is well diversified; with the largest groups
contributing to FY09 energy sales as measured by megawatt hours as
residential (29%), followed by the U.S Navy (22%) then the Guam
Government (12%).  This diversification is viewed as positive for
the rating.

Guam currently has an unemployment rate of 9.3% which is slightly
below the national average of 9.9%.  Over the last few years,
residential sales measured by megawatt hours have been flat
despite increased customer numbers, as increases in the fuel
adjustment surcharge have led to lower power consumption on a per
customer basis.

Over the next few years, load growth in this customer segment is
expected to stabilize at lower levels; however any future sharp
increases in the cost of oil may depress demand.

Receivables have been well managed throughout the economic
downturn and have been trending downwards over the last three
years as a result of an increased collections focus, including
material reductions of Government of Guam receivables.

          Financial Profile Challenged By Weak Liquidity

For the year ended December 31 2009, GPA reported low debt service
coverage at 0.97x as a result of low load growth due to increased
conservation efforts of GPA's customers as well as increases in
interest expense.

Over the short term, Moody's expect that debt service coverage
levels will increase slightly as a result of rate increases being
implemented.

GPA's liquidity position is currently challenged as a result of
cash amounts pledged due to [1] technical defaults under
agreements with its standby bank facility provider due to linkage
to monoline insurer ratings and [2] out of the money derivative
agreements.

GPA has technically defaulted under one of its bank facility
agreements as a result of the downgrade of GPA's bond insurer,
Ambac.  As part of the arrangement with the bank facility
provider, Cathay Bank, GPA is being charged default interest and
has had deposits held by Cathay Bank pledged as collateral against
moneys owed by GPA.

As GPA has oil hedging arrangements in place with regards to its
fuel supply, some of these hedges became out of the money as oil
prices fell.  This led to a requirement that GPA pledge cash to
collateralize these arrangements also.

The result of these arrangements is that the liquidity situation
of GPA is challenged.  By issuing the subordinated debt GPA
expects to resolve these challenges by [1] repaying moneys owed
and subsequently terminating commercial arrangements with Cathay
Bank and [2] funding a working capital fund, which are expected to
improve GPA's liquidity profile.

     Risk of Natural Disasters Is An Ongoing Credit Challenge

Guam is periodically subject to Typhoons and tropical storms --
since 1962 seven storms have caused damage great enough to result
in federal disaster relief, the last of which occurred in 2002.

The ongoing risk posed by natural disasters in Guam is reflected
in GPA's Ba1 rating, as they potentially weaken GPA's financial
profile through potential for [1] loss of revenues due to system
outages which may occur following natural disasters and [2] damage
to transmission and distribution assets which may require
substantial cash outlays to remedy.

GPA manages risks associated with natural disasters through
running cabling underground for its major customers such as the
Guam Airport and Hospital -- at present 67% of revenues are
provided through such arrangements.

As insurance for natural disasters cannot be obtained on
reasonable terms, GPA retains a self insurance fund for such
events.

However, as funds in this account are currently pledged to Cathay
Bank, limited rating benefit has been apportioned to this.  GPA
has also historically received funds from FEMA to rebuild
infrastructure following natural disasters.

      Lack of Fuel Supply Diversity Also A Rating Challenge

All of GPA's generation facilities are oil fueled, with oil
supplies delivered by Petrobras under a three year agreement based
on market oil prices.  The lack of fuel source diversity exposes
GPA's fuel costs to potential spikes in oil prices, which is a
weakness relative to utilities which have a number of different
fuel sources.

GPA's exposure to oil prices is somewhat offset through the fuel
adjustment surcharge, which passes through the cost impact of oil
price increases to customers every six months rather than
embedding such costs within the base rate.

GPA's hedging strategy is to hedge 50% of its oil supply cost by
using derivatives.  These arrangements increase certainty around
GPA's fuel supply prices and limit variation in its cost profile.
However, collateral posting requirements as part of these
arrangements impose a liquidity cost on GPA, as at present
approximately 6M is pledged on out of the money derivative
agreements.

GPA plans to diversify its fuel sources over time with increased
supply from natural gas as well as renewable sources.  Successful
execution of these plans will be positive for the rating.

Capital Program And Renewable Generation Requirements Not Onerous
                 And Manageable Within The Rating

Relative to other rated utilities, GPA's capital program is less
intensive and is less focused on creating additional generation
capacity.

This in part reflects regulatory requirements with regards to
renewable energy generation requirements, which are less onerous
than other U.S state requirements.

Projects to be undertaken over the next five years include
construction of a smart grid system as well as other system
efficiency improvements.

As load increases due to the increased military presence are
expected to be met through current generation capabilities, there
are no major capital expenditures associated with expanding GPA's
generation capabilities.  Over the next few years GPA's reserve
margins are expected to decrease, though still be in excess of
internal reserve margin targets.

Expenditure associated with the above programs are expected to
represent a modest increase in GPA's leverage however, if forecast
rate rises are successfully implemented, are not expected to lead
to decreases in debt service coverage levels.

                             Outlook

The rating outlook on GPA is stable, reflecting improvements to
its operating profile.

                What Could Change the Rating - UP

The rating of GPA could be upgraded if the liquidity position
improves as evidenced by a sustained increase in days cash on hand
as well as no notices of default outstanding.

               What Could Change the Rating - DOWN

The rating could be downgraded if GPA's operating profile
deteriorates following a natural disaster.  The rating may also be
subject to downgrade if the liquidity position as measured by days
cash on hand continues to deteriorate.

Key Indicators:

* Debt Service Coverage (2009 Net Revenue Basis): 0.97x
* Debt Ratio, FY 2009: 47%
* Electrical peak demand, 2009 (MW): 268
* Residential customers, 2009: 39864

RATED DEBT as of 12/31/09 - ($000):

* Electric Revenue Bonds: 363M

The last rating action with respect to the Guam Power Authority
was on August 27, 2007, when a municipal finance scale rating of
Ba1/Positive was assigned to the Guam Power Authority.  That
rating was subsequently recalibrated to Ba1/Positive on May 10,
2009.


HARLEY-DAVIDSON CREDIT: Moody's Reviews Ratings on Nine Tranches
----------------------------------------------------------------
Moody's has placed on review for possible upgrade nine subordinate
tranches from five vehicle-backed securitizations sponsored by
Harley-Davidson Credit Corp between 2006 and 2008.  Consistent
with trends noted from other issuers in the vehicle ABS sector,
stabilization in the U.S. economy has benefited Harley's
outstanding transactions as well.  The 2006-3 securitization, that
has paid down to approximately 20% of the original pool balance,
is benefiting from a combination of updated lower lifetime loss
expectations and build-up of credit enhancement relative to
remaining losses.  The benefit for the later 2007 and 2008
securitizations is derived more from build-up in credit
enhancement due to the sequential pay structures as well as a
higher reserve account target due to breach of performance based
triggers.

All affected transactions benefit from senior/subordinate
sequential-pay structures with cash reserves and available excess
spread.  The 2007-3 transaction also benefits from a yield
supplement account.  The YSA compensates for the lower APR on
subvened loans.  The transactions also feature cumulative net loss
triggers which if breached, result in higher reserve account
targets.  These are funded through the trapping of excess spread.
All of the transactions have breached CNL triggers.  The reserve
accounts for 2006-3 through 2007-3 transactions are currently at
the higher target which is 6.00% of the outstanding pool balance,
while 2008-1 is close to the target at approximately 5.25%.

Moody's expects Harley-Davidson Motorcycle Trust 2006-3 to incur a
lifetime cumulative net loss between 5.50% and 6.25%.  Moody's
previous loss expectation was 6.25%.  This transaction has paid
down significantly, with a pool factor of approximately 21% as a
percentage of the original pool balance.  Total hard credit
enhancement for Cl. B (excluding excess spread of approximately
6.3% per annum) as a percentage of the remaining collateral
balance is approximately 6.0%.

Harley-Davidson Motorcycle Trust 2007-1 is expected to incur
lifetime CNL between 5.75% and 6.50%., Moody's previous
expectation was 6.25%, Total hard credit enhancement for Cl. B and
Cl. C (excluding excess spread of approximately 6.40% per annum)
as a percentage of the remaining collateral balance is
approximately 16.1% and 6.0% respectively.

Harley-Davidson Motorcycle Trust 2007-2 is expected to incur
lifetime CNL between 7.00% and 7.75%.  Moody's previous
expectation was 7.50%.  Total hard credit enhancement (excluding
excess spread of approximately 6.7% per annum) as a percentage of
the remaining collateral balance is approximately 15.1% and 6.0%
for Class B and Class C respectively.

Harley-Davidson Motorcycle Trust 2007-3 and 2008-1 transactions
are expected to incur lifetime CNL between 6.75% and 7.50%
compared to Moody's previous expectations of 7.50% and 6.75%
respectively.  Cl. B total hard credit enhancement (excluding
excess spread between 4.2% and 5.6%) ranges between 12.8% to
15.2%.  Total hard credit enhancement for Class C ranges between
5.2% and 7.3%, as a percentage of the remaining collateral
balance.

During a review period, Moody's will continue to refine its
assessment of losses relative to the credit enhancement available.
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 macroeconomic environment and
conditions in the used vehicle market.  Compared to the U.S.
Vehicle ABS sector, performance of motorcycle backed ABS can be
more volatile due to the non-essential nature of the asset which
may be viewed by most borrowers as less of a necessity than cars.
Seasonality can also impact performance (defaults and recoveries).
Typically, performance improves during the summer riding season
and deteriorates during the winter season.  Overall, Moody's
central global scenario remains "Hook-shaped" for 2010 and 2011;
Moody's expect overall a sluggish recovery in most of the world
largest economies, returning to trend growth rate with elevated
fiscal deficits and persistent unemployment levels.

Complete action:

Issuer: Harley-Davidson Motorcycle Trust 2006-3

  -- Cl. B, A3 Placed Under Review for Possible Upgrade;
     previously on Sep 6, 2006 Assigned A3

Issuer: Harley-Davidson Motorcycle Trust 2007-1

  -- Cl. B, A1 Placed Under Review for Possible Upgrade;
     previously on Feb 1, 2007 Definitive Rating Assigned A1

  -- Cl. C, Ba1 Placed Under Review for Possible Upgrade;
     previously on Mar 3, 2009 Downgraded to Ba1

Issuer: Harley-Davidson Motorcycle Trust 2007-2

  -- Cl. B, A3 Placed Under Review for Possible Upgrade;
     previously on Mar 3, 2009 Downgraded to A3

  -- Cl. C, Ba2 Placed Under Review for Possible Upgrade;
     previously on Oct 17, 2008 Downgraded to Ba2

Issuer: Harley-Davidson Motorcycle Trust 2007-3

  -- Cl. B, Baa3 Placed Under Review for Possible Upgrade;
     previously on Mar 3, 2009 Downgraded to Baa3

  -- Cl. C, B1 Placed Under Review for Possible Upgrade;
     previously on Mar 3, 2009 Downgraded to B1

Issuer: Harley-Davidson Motorcycle Trust 2008-1

  -- Cl. B, Baa2 Placed Under Review for Possible Upgrade;
     previously on Mar 3, 2009 Downgraded to Baa2

  -- Cl. C, Ba3 Placed Under Review for Possible Upgrade;
     previously on Mar 3, 2009 Downgraded to Ba3


JER CRE: Fitch Downgrades Ratings on All Classes of Notes
---------------------------------------------------------
Fitch Ratings has downgraded all classes of JER CRE CDO 2005-1,
Limited/LLC as a result of increased interest shortfalls and
negative credit migration on the underlying portfolio.

Since Fitch's last rating action in January 2009, the credit
quality of the portfolio has declined to a current weighted
average Fitch derived rating of 'CCC/CCC-', down from 'B+' at last
review.  Further, 100% of the portfolio now has a Fitch derived
rating below investment grade; 74% has a rating in the 'CCC'
category and below.  As of the May 2010 trustee report, 65% of the
portfolio is experiencing interest shortfalls.  Due to the failure
of all overcollateralization and interest coverage tests, all
proceeds beyond the payment of class B-1 and B-2 interest are
being reallocated to pay down class A principal.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model 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'.  Under this analysis, the
breakeven rates of all classes do not pass Fitch's base cash flow
model stress.

These class's respective credit enhancement levels were compared
to the percent of underlying collateral experiencing interest
shortfalls.  Class A has been downgraded to 'CCC' since default is
a real possibility.  Although its credit enhancement level
currently exceeds the total percentage of assets experiencing
interest shortfalls, further deterioration could quickly erode
that cushion, especially given the portfolio's above-average
concentration of 14 obligors.  Classes B-1/B-2 through G have been
downgraded to 'C' because Fitch believes that default appears
inevitable given that the total percentage of assets experiencing
interest shortfalls exceeds these classes' credit enhancement
levels.

JER 2005-1 is backed by 76 tranches from 14 obligors, the majority
of which is commercial mortgage backed securities (CMBS, 96.6%).
The remainder of the pool consists of three classes of a
commercial real estate CDO (3.4%).  The transaction is considered
a CMBS B-piece resecuritization (also referred to as first loss
CRE CDO) as it primarily includes junior bonds of CMBS
transactions.  The transaction closed in November 2005.

Fitch has downgraded and removed from Rating Watch Negative these
classes:

  -- $79,352,425 class A to 'CCC' from 'BBB';
  -- $38,130,000 class B-1 to 'C' from 'BB+';
  -- $37,500,000 class B-2 to 'C' from 'BB+';
  -- $48,400,000 class C to 'C' from 'BB';
  -- $46,500,000 class D to 'C' from 'B+';
  -- $23,320,000 class E to 'C' from 'B';
  -- $15,000,000 class F to 'C' from 'B-';
  -- $10,000,000 class G to 'C' from 'B-'.


JP MORGAN: Fitch Expects to Give Low-B Ratings on 2010-C1 Certs.
----------------------------------------------------------------
Fitch Ratings has issued a presale report on J.P. Morgan Chase
Commercial Mortgage Securities Trust commercial mortgage pass-
through certificates, series 2010-C1.

Fitch expects to rate the transaction and assign Loss Severity
ratings:

  -- $416,124,000 class A-1 'AAA/LS1';
  -- $131,283,000 class A-2 'AAALS1';
  -- $61,488,000 class A-3 'AAA/LS1';
  -- $608,895,000* class X-A 'AAA';
  -- $107,452,454* class X-B 'NR';
  -- $16,118,000 class B 'AA/LS3';
  -- $26,863,000 class C 'A-/LS3';
  -- $14,327,000 class D 'BBB/LS3';
  -- $16,117,000 class E 'BBB-/LS4';
  -- $8,955,000 class F 'BB/LS4';
  -- $7,163,000 class G 'B+/LS4';
  -- $6,268,000 class H 'B-/LS4';
  -- $11,641,454 class NR 'NR'.

* Notional amount and interest only.

The expected ratings are based on information provided by the
issuer as of June 3, 2010.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 36 loans secured by 96 commercial
properties having an aggregate principal balance of approximately
$716.3 million as of the cutoff date.  The loans were originated
by JP Morgan Chase Bank National Association and Ladder Capital
Finance LLC.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 65.8% of the properties
by balance, cash flow analysis of 88.3% of the pool and asset
summary reviews on 100% of the pool.

The transaction has a Fitch stressed debt service coverage ratio
of 1.37 times and a Fitch stressed loan-to-value of 62.4%.  This
compares favorably to Fitch rated conduit transactions of 2007
which had average Fitch DSCR and LTV of 1.05x and 110.7%,
respectively.  Fitch's aggregate net cash flow represents a
variance of 4.3% to issuer cash flows and 15.9% below full-year
2009 net operating income.

The transaction is concentrated by loan and sponsor.  The largest
10 loans account for 55.1% of the pool and the largest 15 account
for 68.5%.  Additionally, 13 loans to Inland Realty Trust and
affiliates account for 37% of the pool.


JP MORGAN: Fitch Gives Second Quarter Update on 2005-LDP2 Notes
---------------------------------------------------------------
Fitch Ratings has published its Second Quarter 2010 Update to the
U.S. CMBS Focus Performance Report originally published on
Feb. 24, 2010, for J.P. Morgan Chase Commercial Mortgage
Securities Corp., series 2005-LDP2.

The report provides updates to key credit characteristics of the
JPMCC 2005-LDP2 transaction and the related trust loans.


JP MORGAN: Moody's Affirms Ratings on Four 2002-C3 Certificates
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of four classes,
confirmed one class and downgraded seven classes of J.P. Morgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2002-C3.  The downgrades are due
to higher expected losses resulting from realized and anticipated
losses from specially serviced and highly leveraged watchlisted
loans as well as interest shortfalls.

The confirmation and affirmations are due to key rating
parameters, including Moody's loan to value ratio, Moody's
stressed debt service coverage ratio and the Herfindahl Index,
remaining within acceptable ranges.

On April 9, 2010 Moody's placed eight classes of this transaction
on review for possible downgrade.  This action concludes Moody's
review of this transaction.  The rating action is the result of
Moody's on-going surveillance of commercial mortgage backed
securities transactions.

As of the May 12, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 26% to
$548.9 million from $745.3 million at securitization.  The
Certificates are collateralized by 77 mortgage loans ranging in
size from less than 1% to 7% of the pool, with the top ten loans
representing 30% of the pool.  Thirteen loans, representing 34% of
the pool, have defeased and are collateralized by U.S. Government
securities.

Sixteen 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 (formerly Commercial Mortgage Securities
Association) monthly reporting package.  As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Four loans have been liquidated from the pool since
securitization, resulting in an aggregate $40.4 million loss (66%
loss severity on average).  Classes K, L, M, N and the nonrated
class have been 100% eliminated due to losses and Class J has
experienced a 36% principal loss.  Currently, three loans,
representing 6% of the pool, are in special servicing.  The
largest specially serviced loan is the 78 Corporate Center Loan
($17.5 million -- 3.1% of the pool), which is secured by a 185,850
square foot office building located in Lebanon, New Jersey.  The
loan was transferred to special servicing in January 2009 and is
currently 90+ days delinquent.  The servicer has recognized a
$12.3 million appraisal reduction for this loan.

The remaining two specially serviced loans are secured by
hospitality and retail properties.  Moody's estimates an aggregate
$16.8 million loss for all specially serviced loans (52% expected
loss on average).

In addition to recognizing losses from specially serviced loans,
Moody's has assumed a high default probability on eight loans
representing 5% of the pool and has estimated an aggregate loss of
$6.8 million (overall 27% expected loss based on a overall 47%
probability of default) from these troubled loans.  Moody's rating
action recognizes potential uncertainty around the timing and
magnitude of loss from these troubled loans.

As of the most recent statement date, Classes L through D have
experienced cumulative interest shortfalls totaling $1.7 million.
Interest shortfalls are caused by special servicing fees,
including workout and liquidation fees, appraisal subordinate
entitlement reductions and extraordinary trust expenses.
Cumulative interest shortfalls have increased significantly since
March 2010.  The increase is primarily due to on-going litigation
expenses associated with the 318 West Adams Loan.

The 318 West Adams Loan was sold in September 2005 for a
significant loss (loan balance at sale - $10.7 million; 79% loss
severity).  The special servicer, ING Clarion Capital Loan
Servicing, LLC, has been in litigation against multiple
defendants, including the loan guarantor and the loan seller, for
fraud and breach of reps & warrantees.  The litigation has been
on-going for several years and is expected to go to trial in
September 2010.  Legal expenses, which typically have ranged from
$150,000 to $350,000 per month, are passed through as
extraordinary trust expenses and are expected to continue and
perhaps increase as the case approaches the trial date.

Moody's expects that interest shortfalls will continue to increase
and negatively impact Classes J, H and G throughout the remaining
life of the deal.  While Moody's also expects Classes F, E and D
to continue to experience interest shortfalls for an undetermined
amount of time, Moody's believe that these shortfalls will be
reimbursed.

Moody's was provided with full year 2008 or partial 2009 operating
results for 99% of the pool.  Moody's weighted average LTV ratio,
excluding the specially serviced and troubled loans, is 78%
compared to 86% at Moody's prior review.

Moody's actual and stressed DSCR are 1.45X and 1.41X,
respectively, compared to 1.27X and 1.23X at last review.  Moody's
actual DSCR is based on Moody's net cash flow 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 the Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple-notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 33 compared to 40 at last review.

The three largest performing loans represent 12% of the
outstanding pool balance.  The largest loan is the Anderson Mall
Loan ($27.1 million -- 4.9% of the pool), which is secured by a
393,236 square foot mall located in Anderson, South Carolina.  As
of March 2010 the property was 90% leased, essentially the same as
at year end 2008.  Tenants include Belk (38% of the net rentable
area; lease expiration July 2019), Dillard's (32% of the NRA;
lease expiration July 2019) and JC Penny (32% of the NRA; lease
expiration February 2012).  The property is performing below
Moody's original projections due to increased operating expenses.
This loan is currently on the master servicer's watchlist.
Moody's LTV and stressed DSCR are 105% and 1.03X, respectively,
compared to 94% and 1.15X at last review.

The second largest performing loan is the Crossways Shopping
Center Loan ($21.1 million -- 3.8% of the pool), which is secured
by a 378,645 SF retail center located in Chesapeake, Virginia.  As
of December 2008 the property was 96% leased, essentially the same
as at securitization.  Tenants include Value City Furniture (15%
of the NRA; lease expiration April 2016), DSW Shoes (10% of the
NRA; lease expiration July 2011) and Ross Dress for Less (8% of
the NRA; lease expiration January 2013).  The property is
performing above Moody's original projections due to increased
revenue.  Moody's LTV and stressed DSCR are 117% and 1.02X,
respectively, compared to 154% and 0.81X at last review.

The third largest performing loan is the 276 Fifth Avenue Loan
($19.7 million -- 3.6% of the pool), which is secured by 166,017
SF class B office building located in the Penn Station submarket
of New York City.  As of April 2010 the property was 80% leased
compared to 82% at year end 2008.  The property has performed
above Moody's projections at securitization.  Moody's LTV and
stressed DSCR are 65% and 1.57X, respectively, compared to 75% and
1.38X at last review.

Moody's rating action is:

  -- Class A-1, $25,846,845, affirmed at Aaa; previously assigned
     to Aaa on 12/23/2002

  -- Class X-1, Notional, affirmed at Aaa; previously assigned to
     Aaa on 12/23/2002

  -- Class A-2, $395,432,000, affirmed at Aaa; previously assigned
     to Aaa on 12/23/2002

  -- Class B, $27,950,000, affirmed at Aaa; previously upgraded to
     Aaa on 12/20/2005

  -- Class C, $9,316,000, confirmed at Aaa; previously placed on
     review for possible downgrade on 4/9/2010

  -- Class D, $24,224,000, downgraded to Baa2 from Aa1; previously
     placed on review for possible downgrade on 4/9/2010

  -- Class E, $9,316,000, downgraded to Ba2 from Aa3; previously
     placed on review for possible downgrade on 4/9/2010

  -- Class F, $22,360,000, downgraded to B3 from Baa1; previously
     placed on review for possible downgrade on 4/9/2010

  -- Class G, $11,180,000, downgraded to Caa3 from Baa3;
     previously placed on review for possible downgrade on
     4/9/2010

  -- Class H, $14,907,000, downgraded to C from Ba3; previously
     placed on review for possible downgrade on 4/9/2010

  -- Class J, $8,379,807, downgraded to C from Caa3; previously
     placed on review for possible downgrade on 4/9/2010

  -- Class K, $0, downgraded to C from Ca; previously placed on
     review for possible downgrade on 4/9/2010


KENTUCKY ECONOMIC: S&P Gives Positive Outlook; Keeps 'BB-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
positive from stable and affirmed its 'BB-' rating on Kentucky
Economic Development Finance Authority's series 1997 revenue
bonds, issued for Appalachian Regional Healthcare Inc.

The outlook revision reflects S&P's view of ARH's improved
volumes, operating results, and balance sheet in fiscal 2009 and
year-to-date fiscal 2010.  However, S&P believes the balance sheet
improvement is tempered by the likely issuance of significant new
debt.

More specifically, the 'BB-' reflects S&P's assessment of the
system's improved fiscal 2009 operating results, generating
adequate pro forma coverage of 2.4x and weak balance sheet
characterized by high pro forma leverage of 90% and light pro
forma cash to debt of 54% as of fiscal 2009 year-end.  Additional
rating factors include ARH's plans to issue up to $54 million in
additional debt for projects at the Hazard and Whitesburg campuses
and the system's geographic diversity and leading or dominant
market share in the majority of its service areas.

In S&P's opinion, credit concerns include funding requirements
related to the pension that are likely to be significant over the
next few years with contributions close to the $13 million level.
In addition, ARH has a restrictive payor mix with government
payors contributing more than 60%.

"The positive outlook reflects S&P's expectation that the
operating improvement will be sustainable given managements
expense controls and focus on items such as productivity and
collections," said Standard & Poor's credit analyst Jessica
Goldman.  "A higher rating is possible if operating results
continue to improve as expected with ARH managing the new debt
load and ongoing projects; however, deterioration of the balance
sheet, weaker operating results, or more additional debt than
expected could lead to negative pressure on the rating," said Ms.
Goldman.

ARH is a major provider of health services in central Appalachia,
where it serves eastern Kentucky and southern West Virginia.  ARH
has nine acute-care hospitals, including seven in Kentucky and two
in West Virginia, ranging from a 25-bed critical-access facility
in Morgan County, Ky. to a 358-bed regional medical center in
Hazard, Ky.  ARH is the leading or dominant health care provider
in most of the markets it serves.


KKR FINANCIAL: Moody's Upgrades Ratings on 2007-A Notes
-------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by KKR Financial CLO 2007-A, Ltd.:

  -- US$1,126,300,000 Class A Senior Secured Floating Rate Notes
     Due 2017 (current balance of $1,070,208,640), Upgraded to A1;
     previously on February 25, 2009 Downgraded to A2;

  -- US$30,000,000 Class B Senior Secured Floating Rate Notes Due
     2017, Upgraded to Baa1; previously on February 25, 2009
     Downgraded to Baa2;

  -- US$70,000,000 Class C Deferrable Mezzanine Secured Floating
     Rate Notes Due 2017, Upgraded to Baa3; previously on February
     25, 2009 Downgraded to Ba2;

  -- US$57,000,000 Class D Deferrable Mezzanine Floating Rate
     Notes Due 2017, Upgraded to Ba3; previously on February 25,
     2009 Downgraded to B1;

  -- US$45,000,000 Class E Deferrable Mezzanine Floating Rate
     Notes Due 2017, Upgraded to Caa1; previously on February 25,
     2009 Downgraded to Ca;

  -- US$17,000,000 Class F Deferrable Mezzanine Floating Rate
     Notes Due 2017, Upgraded to Caa3; previously on February 25,
     2009 Downgraded to Ca.

According to Moody's, the upgrade rating actions taken
result primarily from significant improvement in the
overcollateralization of the notes and stabilization in the
credit quality of the collateral since the last rating action
in February 2009.

The overcollateralization ratios have increased since the last
rating action in February 2009.  In particular, as of the trustee
report dated April 5, 2010, the Class B, Class C, Class D, and
Class E overcollateralization ratios are reported at 131.7%,
123.8%, 118.1%, and 113.9%, respectively, versus January 2009
levels of 120.7%, 113.8%, 108.7%, and 105.1%, respectively, and
all related overcollateralization tests are currently in
compliance.  In addition, the transaction also benefited from the
delevering of the Class A notes, which have been paid down by
approximately $46.2MM since the last rating action, accounting for
roughly 4% of the total Class A notes' outstanding balance
reported in February 2009.  Moody's expects delevering to continue
after the end of the reinvestment period in October 2010.  Moody's
also notes that the Class D, E, and F notes are no longer
deferring interest and all deferred interest has been repaid.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers.

KKR Financial CLO 2007-A, Ltd., issued in October 31, 2007, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.


KKR FINANCIAL: Moody's Upgrades Ratings on Four Classes of Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by KKR Financial CLO 2007-1, Ltd.:

  -- US$220,250,000 Class B Senior Secured Floating Rate Notes Due
     2021, Upgraded to A1; previously on February 25, 2009
     Downgraded to A2;

  -- US$229,250,000 Class C Deferrable Mezzanine Secured Floating
     Rate Notes Due 2021, Upgraded to Baa2; previously on
     February 25, 2009 Downgraded to Ba1;

  -- US$340,500,000 Class D Deferrable Mezzanine Floating Rate
     Notes Due 2021, Upgraded to B1; previously on February 25,
     2009 Downgraded to B2;

  -- US$134,000,000 Class E Deferrable Mezzanine Floating Rate
     Notes Due 2021, Upgraded to Caa2; previously on February 25,
     2009 Downgraded to Ca.

According to Moody's, the upgrade rating actions taken
result primarily from significant improvement in the
overcollateralization of the notes and stabilization in the
credit quality of the collateral since the rating action in
February 2009.  The overcollateralization ratios have increased
substantially since the rating action in February 2009.  In
particular, as of the trustee report dated April 15, 2010, the
Senior, Class C/D, and Class E overcollateralization ratios are
reported at 177.52%, 130.16%, and 122.69%, respectively, versus
January 2009 levels of 145.64%, 110.23%, and 104.84%,
respectively, and all related overcollateralization tests are
currently in compliance.  In addition, the notes also benefited
from the delevering of the Class A notes, which were paid a total
of approximately $240MM since the last rating action, accounting
for roughly 13% of the total Class A notes' outstanding balance
reported in February 2009.  Moody's also notes that the Class C,
D, and E notes are no longer deferring interest and all deferred
interest has been repaid.  Finally, the dollar amount of defaulted
securities has decreased to about $122MM from approximately $369MM
in February 2009.

In its analysis, Moody's also considered the flexibility of the
collateral manager to manage the underlying portfolio according to
the covenanted portfolio metrics until the end of the reinvestment
period in May 2014.  As of the April trustee report, the weighted
average rating factor is 3548 versus a test level of 4000.  Due to
the impact of revised and updated key assumptions referenced in
"Moody's Approach to Rating Collateralized Loan Obligations" and
"Annual Sector Review (2009): Global CLOs," key model inputs used
by Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers.

Despite improvements in certain key portfolio metrics, the
transaction has exposure to securities rated Caa1/CCC+ or lower
that make up approximately 15% of the underlying portfolio.
Moody's also assessed the collateral pool's elevated concentration
risk in a small number of obligors and industries.  Additionally,
Moody's noted that the portfolio includes a material concentration
in CLO securities that are issued by affiliates of the collateral
manager, which Moody's views as potentially exposing the notes to
additional correlation risk.

KKR Financial CLO 2007-1, Ltd., issued on May 22, 2007, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.


LANIER HEALTH: S&P Gives Stable Outlook; Affirms 'BB-' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative on the rating on Lanier Health Services, Alabama's
$11.6 million series 1997A bonds, issued for Chattahoochee Valley
Hospital Society Inc. At the same time, Standard & Poor's affirmed
its 'BB-' rating on the bonds.

"The outlook revision reflects stabilized operating performance
and improved cash flow, although both operating and balance sheet
metrics remain under stress," said Standard & Poor's credit
analyst Karl Propst.

The 'BB-' rating reflects:

* Lanier's $1.3 million net operating loss for fiscal 2009, and
  $662,000 operating loss for the nine months ended March 31,
  2010;

* Declining patient volumes;

* Weak liquidity characterized by unrestricted cash and
  investments to $6 million (or 63 days' cash on hand) at
  March 31, and 44% cash to total debt;

* Maximum annual debt service coverage, which, while
  improved to 1.1x at fiscal year-end 2009, was still weak; and

* An increasingly competitive landscape.

Lanier Memorial Hospital located in Valley, Ala., operates a 115-
bed acute-care hospital and 103-bed nursing home.  The hospital is
the leading provider of service in its primary market, with
roughly a 35% market share.  Lanier has about $13.6 million in
long-term debt and notes payable.


LUMINENT MORTGAGE: Moody's Downgrades Ratings on Three Tranches
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 3 tranches
from the Luminent Mortgage Trust 2005-1 transaction.

The collateral backing this transaction consists primarily of
first-lien, adjustable-rate, Alt-A residential mortgage loans.
The actions are a result of the rapidly deteriorating performance
of Alt-A pools in conjunction with macroeconomic conditions that
remain under duress.  The actions reflect Moody's updated loss
expectations on Alt-A pools issued from 2005 to 2007.

To assess the rating implications of the updated loss levels on
Alt-A RMBS, each individual pool was run through a variety of
scenarios in the Structured Finance Workstation(R), the cash flow
model developed by Moody's Wall Street Analytics.  This individual
pool level analysis incorporates performance variances across the
different pools and the structural features of the transaction
including priorities of payment distribution among the different
tranches, average life of the tranches, current balances of the
tranches and future cash flows under expected and stressed
scenarios.  The scenarios include ninety-six different
combinations comprising of six loss levels, four loss timing
curves and four prepayment curves.  The volatility in losses
experienced by a tranche due to small increments in losses on the
underlying mortgage pool is taken into consideration when
assigning ratings.

Complete rating actions are:

Issuer: Luminent Mortgage Trust 2005-1

  -- Cl. A-1, Downgraded to Caa3; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to C; previously on Jan 14, 2010 Caa1
     Placed Under Review for Possible Downgrade

  -- Cl. M-1, Downgraded to C; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade


MARATHON REAL: S&P Downgrades Ratings on 11 Classes of Notes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes from Marathon Real Estate CDO 2006-1 Ltd. and removed them
from CreditWatch negative.

The downgrades reflect S&P's analysis of the transaction,
including the effect of the deteriorating economic conditions and
current credit characteristics of the underlying collateral
assets.  S&P's analysis also considered its estimated asset-
specific recovery rates for six underlying loan assets
($82.0 million, 7.8%) reported as defaulted in the May 2010
trustee report, the transaction's liability structure, and the
application of S&P's updated U.S. commercial real estate
collateralized debt obligation criteria.

According to the May 19, 2010, trustee report, the transaction's
current asset pool included these:

* Twenty-eight whole loans and senior interest loans
  ($372.2 million, 35.5%);

* Twenty-seven subordinated loans ($322.8 million, 30.8%);

* Twenty-one commercial mortgage-backed securities and rake
  tranches ($185.6 million, 17.7%);

* Eleven CRE CDO tranches ($91.5 million, 8.7%);

* Four credit-tenant leases ($34.8 million, 3.3%);

* Eleven asset-backed tranches ($30.8 million, 2.9%); and

* Two real estate bank loans ($10.6 million, 1.0%).

Standard & Poor's reviewed and updated its credit estimates for
all of the nondefaulted loan assets.  S&P based the analyses on
its adjusted net cash flows, which S&P derived from the most
recent financial data provided by the collateral manager, Marathon
Asset Management LLC, and the trustee, Bank of America Merrill
Lynch, as well as market and valuation data from third-party
providers.

According to the May trustee report, the transaction includes six
defaulted loan assets ($82.0 million, 7.8%) and one defaulted CMBS
rake tranche ($2.0 million, 0.2%).  Standard & Poor's has
estimated asset-specific recovery rates for the loan assets
reported as defaulted, which ranged from 0% to 81.5%.  S&P based
its recovery rates on the information from the collateral manager,
special servicer, and third-party data providers.  The recovery
rates for the CMBS collateral reflect the methodology S&P outlined
in "Recovery Rates For CMBS Collateral In Resecuritization
Transactions," published May 28, 2008.  The defaulted loan assets
are:

* The Somerset Hotel senior-interest loan ($27.8 million, 2.7%);

* The 51 Charles Lindbergh senior-interest loan ($14.1 million,
  1.4%);

* The Bethany Multifamily Portfolio subordinated loan
  ($13.0 million, 1.2%);

* The Canyon Creek senior-interest loan pari passu participation
  ($11.9 million, 1.1%);

* The Canyon Creek senior-interest loan pari passu participation
  ($10.0 million, 0.9%); and

* The Canyon Creek senior-interest loan pari passu participation
  ($5.2 million, 0.5%).

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

      Ratings Lowered And Removed From Creditwatch Negative

               Marathon Real Estate CDO 2006-1 Ltd.
                       Floating rate notes

                            Rating
                            ------
          Class     To                   From
          -----     --                   ----
          A-1       A                    AAA/Watch Neg
          A-2       A-                   AAA/Watch Neg
          B         BBB+                 AA/Watch Neg
          C         BBB-                 A+/Watch Neg
          D         BBB-                 A/Watch Neg
          E         BB+                  A-/Watch Neg
          F         BB+                  BBB+/Watch Neg
          G         BB+                  BBB/Watch Neg
          H         BB                   BBB-/Watch Neg
          J         B                    BB-/Watch Neg
          K         CCC+                 B/Watch Neg


MARYLAND ECONOMIC: Moody's Affirms 'Ba3' Rating on Revenue Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed Ba3 rating on the Maryland
Economic Development Corporation Student Housing Revenue Bonds
(Bowie State University Project) Series 2003.  Rating outlook is
revised to positive from negative.  Approximately $20 million of
the original $21.47 million of bonds remains outstanding.  The
positive outlook at the Ba3 rating level reflects the
stabilization of financial performance for fiscal year 2009 as
evidenced by the audited financial statements, positive steps
taken by the owner, the property manager and Bowie State
University (the University) to reverse the acute collection
problem at the 460-bed project and to maintain the project's
competitive position.

Recent Developments:

Based on the audited financial statements ending June 30, 2009,
the project's financial performance improved from the prior year,
as demonstrated by the coverage level of 1.20x.  Several expenses,
such as student life and management fees are subordinated and are
not included in the debt service coverage calculations.  In an
effort to reduce the continuing bad debt situation at the project,
student residents who wish to pay rent with financial aid are able
to direct the University to send a portion of their financial aid
directly to the property manager to pay for their rental expenses.
Additionally, rent is payable upfront and by semester.

Occupancy has remained high at approximately 100% for the Spring
2009 and Fall 2009 semesters, and has always been adequate since
the project opened in September 2004.  The average rent increase
was approximately 8.5% and 8.4% for FY2008 and FY2009,
respectively.  Despite the rent increase, occupancy is not
expected to be affected due to the lack of comparably priced off-
campus housing available nearby.

The project's debt service reserve fund is currently invested in a
Guaranteed Investment Contract provided by Trinity Funding Company
LLC.  The Reserve and Replacement Account remains fully funded
with a balance of approximately $344,729.

Credit Strengths:

  -- Consistently high occupancy (100% in Spring 2009 and Fall
     2009 semesters) reflecting adequate demand for student
     housing, partially due to provided amenities which are
     superior to those at the University's own housing.

  -- Involvement of the University to mitigate the bad debt
     associated with collections by allowing students to direct
     the University to send their financial aid funds directly to
     the project to cover the rent.

  -- Strong oversight by MEDCO, as both issuer for the bonds and
     owner of the project.

Credit Challenges:

  -- Although the financial performance of the project is
     improving, there is high debt service coverage volatility
     over the past three years.

  -- Absence of a long-term financial or legal commitment from the
     University, the University System of Maryland (rated Aa2), or
     the State of Maryland (rated Aaa).

                             Outlook

The positive rating outlook reflects the possibility of a rating
upgrade if the project's financial position stabilizes and
continues to improve in the near term.

                What could change the rating -- UP

  -- A substantial increase and stabilization in debt service
     coverage.

               What could change the rating -- DOWN

  -- Weak financial performance.

The last rating action was on August 6, 2009, when Moody's
downgraded to Ba3 from Ba2 the rating on the Series 2003 bonds.
That rating was subsequently recalibrated to Ba3 on May 7, 2010.


MERRILL LYNCH: Fitch Downgrades Ratings on 11 2006-1 Certs.
-----------------------------------------------------------
Fitch Ratings has downgraded 11 classes of Merrill Lynch Floating
Trust, commercial mortgage pass-through certificates, series 2006-
1, reflecting Fitch's base case loss expectation of 6.4%.  Fitch's
performance expectation incorporates prospective views regarding
commercial real estate market value and cash flow declines.  The
Negative Rating Outlooks reflect additional sensitivity analysis
related to further negative credit migration of the underlying
collateral.

Under Fitch's methodology, approximately 33.1% of the pool is
expected to default in the base case stress scenario, defined as
the 'B' stress.  In this scenario, the average cash flow decline
is 15.3%, generally from year-end 2009 cash flows.  In its review,
Fitch analyzed servicer reported operating statements and rent
rolls, updated property valuations, and recent lease and sales
comparisons.  Given that the loan positions within the pooled
portion of the trust are the lower leveraged A-notes (average base
case LTV of 109.3%), Fitch estimates the average recoveries on the
pooled loans will be approximately 79.5% in the base case.  The
defaults are determined considering the total leverage of each
asset, including additional B-notes and mezzanine debt; however, a
default may not result in a loss to the pooled portion given its
lower leverage position.  The base case term and refinance DSCR
for the pooled A-notes is 3.15 times and 1.22x, respectively.

The transaction is collateralized by nine loans, one of which is
retail (44.9%), three of which are office (37.3%), four of which
are hotels (13.4%), and one of which is healthcare (4.4%).  All of
the final extension options on the loans are within the next two
years and are: 99% in 2011 and 1% in 2012.  The transaction's
final rated maturity date is June 15, 2022.

Fitch identified five Loans of Concern (58.3%) within the pool:
Lord & Taylor Portfolio (44.9%), Royal Holiday Portfolio (4.5%),
RLJ Hotel Portfolio (4.1%), Phoenix Inns Portfolio (2.5%), and
Crowne Plaza San Antonio (2.3%).  In addition, Fitch's analysis
resulted in loss expectations for two loans in the base case
stress scenario.  The two contributors to losses (by unpaid
principal balance) in the base case stress scenario are Lord &
Taylor Portfolio and RLJ Hotel Portfolio.

The largest contributor to loss under the 'B' stress, the Lord &
Taylor Portfolio, is secured by 37 of Lord & Taylor's retail
properties, including 36 of the retail stores and one distribution
warehouse.  The portfolio is structured with a 20-year triple net
(NNN) master lease agreement between the operating entity and
properties.  Approximately 67% of the retail portfolio's square
footage is located in the New York, New Jersey, and Connecticut
tri-state area.  All retail stores in New Jersey are located in
northern New Jersey within proximity to New York City.  The
collateral includes Lord & Taylor's flagship store on 5th Avenue
in Manhattan.

In early 2009, the loan was modified after the borrower indicated
that in light of the poor economy and its negative effects on
store performance over the last few years, cash flow would not be
sufficient to cover debt service on a going forward basis.  A
majority of the up-front reserve accounts were released in order
to pay down the debt stack, and in total, the senior note was paid
down by approximately $130 million in an effort to reduce the
borrower's debt service obligations to a manageable level.  Fitch
applied a dark value analysis in its determination of recoverable
value based on the decrease in store performance and the economy
driven lower demand for expansion space from retailers across the
U.S. The loan had an initial maturity date on Oct. 11, 2008, and
is currently in its second extension period.  The loan, which
matures on Oct. 11, 2010, has one, one-year extension option
remaining.  The loan remains current.

The second largest loan of concern, The Royal Holiday Portfolio,
is secured by six full-service hotels in Mexico, located within
five distinct tourist markets, including Cancun, Cozumel, Ixtapa,
Acapulco, and San Jose del Cabo.  The properties, built in the
1970s and 1980s, were renovated between 2005 and 2006.  In
February 2010, the loan transferred to special servicing after the
borrower amended certain operating leases without lender approval.
The servicer continues to discuss the situation with the borrower.
Performance remains stable through 2009 as the portfolio was
underwritten to actual performance at issuance.  As of September
2009, occupancy, ADR, and RevPAR were 55.1%, $134.11, and $77.21,
respectively, compared with the underwritten figures of 72.4%,
$80.44, and $58.25.  The subject's penetration rates for
occupancy, ADR, and RevPAR are generally positive at 92.4%,
106.2%, and 103.1%, respectively.  The loan had an initial
maturity date on Oct. 11, 2009, and is currently in its first
extension period.  The loan, which matures on Oct. 11, 2010, has
one, one-year extension option remaining, subject to the current
workout with the special servicer.

Fitch removes these classes from Rating Watch Negative and has
downgraded, assigned Rating Outlooks, Loss Severity Ratings, and
Recovery Ratings, as indicated:

  -- $55.4 million class B to 'AA/LS4' from 'AAA'; Outlook
     Negative;

  -- $48.9 million class C to 'A/LS4' from 'AAA'; Outlook
     Negative;

  -- $32.6 million class D to 'A/LS5' from 'AA+'; Outlook
     Negative;

  -- $75.3 million class E to 'BBB/LS4' from 'AA'; Outlook
     Negative;

  -- $46.7 million class F to 'BBB/LS5' from 'AA-'; Outlook
     Negative;

  -- $44.3 million class G to 'BB/LS5' from 'A'; Outlook Negative;

  -- $40.6 million class H to 'BB/LS5' from 'A-'; Outlook
     Negative;

  -- $35.9 million class J to 'B/LS5' from 'BBB+'; Outlook
     Negative;

  -- $36.3 million class K to 'CCC/RR3';

  -- $31.1 million class L to 'CCC/RR6';

  -- $48.2 million class M to 'CCC/RR6'.

Additionally, Fitch removes these classes from Rating Watch
Negative and assigns LS ratings and Outlooks as indicated:

  -- $527.7 million class A-2 at 'AAA/LS2'; Outlook Stable;
  -- Interest-only class X-1A at 'AAA'; Outlook Stable;
  -- Interest-only class X-3A at 'AAA'; Outlook Stable;
  -- Interest-only class X-3B at 'AAA'; Outlook Stable;
  -- Interest-only class X-3C at 'AAA'; Outlook Stable.

Additionally, Fitch affirms these classes, assigns LS ratings and
revises Outlooks as indicated:

  -- $427.8 million class A-1 at 'AAA/LS2'; Outlook to Stable from
     Negative;

  -- Interest-only class X-1B at 'AAA'; Outlook to Stable from
     Negative.

Class A-1A and X-2 have paid in full.  Fitch does not rate classes
TM, X-1TM, or X-2TM.  The Rating Outlooks reflect the likely
direction of any rating changes over the next one to two years.

This transaction was analyzed according to the 'Surveillance
Criteria for U.S. Commercial Real Estate Loan CDOs'.  It applies
stresses to property cash flows and uses debt service coverage
ratio tests to project future default levels for the underlying
portfolio.  Recoveries are based on stressed cash flows and
Fitch's long-term capitalization rates.  This methodology was used
to review this transaction as floating-rate CMBS loan pools are
concentrated and similar in composition to CREL CDO pools.  In
many cases, the CMBS notes are senior portions of notes held in
CDO transactions.  The assets are generally transitional in
nature, frequently underwritten with pro forma income assumptions
that have not materialized as expected.  Overrides to this
methodology were applied on a loan-by-loan basis if the senior
position of the CMBS note or property specific performance
warranted an alternative analysis.

For bonds rated 'B-' or better, the current credit enhancement
levels were compared to the expected losses generated in each
rating category divided by the total deal size.  These classes
were assigned LS ratings, which indicate each tranche's potential
loss severity given default, as evidenced by the ratio of tranche
size to the expected loss for the collateral under the 'B' stress.
LS ratings should always be considered in conjunction with
probability of default indicated by a class' long-term credit
rating.  Fitch does not assign Outlooks or LS ratings to classes
rated 'CCC' or lower.

Outlooks were determined by further stressing the cash flows and
fully recognizing all maturity defaults in all ratings stresses.
The credit enhancements were then compared to the expected losses
generated in each rating category to determine potential credit
migration over the next two years.  If the Outlook scenario would
imply a lower rating, then the class was assigned a Negative
Outlook.

The ratings for bonds rated 'CCC' or lower, are based on a
deterministic analysis.  Bonds are rated 'C' when the expected
losses on currently defaulted loans exceed a classes' respective
credit enhancement level.  Bonds are rated 'CC' when the combined
base case expected losses on the currently defaulted loans and
loans likely to default exceed a classes' respective credit
enhancement level.  Bonds are rated 'CCC' when the base case
expected loss exceeds a classes' respective credit enhancement
level.

Bonds rated 'CCC' and below were assigned Recovery Ratings in
order to provide a forward-looking estimate of recoveries on
currently distressed or defaulted structured finance securities.
Recovery Ratings are calculated by subtracting the base case
expected losses in reverse sequential order from the pooled
certificates.  Any principal recoveries first pay interest
shortfalls on the bonds and then sequentially through the classes.
The remaining bond principal amount is divided by the current
outstanding bond balance.  The resulting percentage is used to
assign the Recovery Ratings on the bonds.

The assignment of 'RR3' to class K reflects modeled recoveries of
54.9% of its outstanding balance.  The expected recovery proceeds
are broken down:

  -- Present value of expected principal recoveries
     ($19.9 million);

  -- Present value of expected interest payments ($75,803;

  -- Total present value of recoveries ($19.9 million);

  -- Sum of undiscounted recoveries ($22.2 million).

Classes are assigned a Recovery Rating of 'RR6' when the present
value of the recoveries in each case is less than 10% of each
class' principal balance.


MERRILL LYNCH: Moody's Reviews Ratings on 15 2005-CKI1 Certs.
-------------------------------------------------------------
Moody's Investors Service placed 15 classes of Merrill Lynch
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2005-CKI1 on review for possible downgrade due to higher
expected losses for the pool resulting from realized and
anticipated losses from specially serviced and highly leveraged
watchlisted loans and concerns about refinancing risk associated
with loans approaching maturity in an adverse lending environment.
Thirty-eight loans, representing 21% of the pool, mature within
the next three years.  Eight of these loans (6% of the pool) have
a Moody's stressed debt service coverage ratio below 1.0X.

This rating action is the result of Moody's on-going surveillance
of commercial mortgage backed securities transactions.

As of the May 12, 2010 statement date, the transaction's aggregate
certificate balance decreased 5% to $2.9 billion from $3.1 billion
at securitization.  The Certificates are collateralized by 169
mortgage loans ranging in size from less than 1% to 10% of the
pool, with the top ten loans representing 39% of the pool.  Three
loans, representing 2% of the pool, have defeased and are now
collateralized by U.S. Government securities.

Forty-three 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 (formerly Commercial Mortgage Securities
Association) 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 since last review,
resulting in a $7.5 million loss (51% loss severity).  Eleven
loans, representing 10% of the pool, are currently in special
servicing.  The specially serviced loans are a mixture of multi-
family, industrial, self storage and anchored and unanchored
retail properties.

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

Moody's rating action is:

  -- Class AM, $307,374,000, currently rated Aaa, on review for
     possible downgrade; previously assigned Aaa on 12/09/2005;

  -- Class AJ, $234,372,000, currently rated Aaa, on review for
     possible downgrade; previously assigned Aaa on 12/09/2005;

  -- Class B, $53,791,000, currently rated Aa2, on review for
     possible downgrade; previously assigned Aa2 on 12/09/2005;

  -- Class C, $26,895,000, currently rated Aa3, on review for
     possible downgrade; previously assigned Aa3 on 12/09/2005;

  -- Class D, $53,790,000, currently rated A2, on review for
     possible downgrade; previously assigned A2 on 12/09/2005;

  -- Class E, $30,738,000, currently rated A3, on review for
     possible downgrade; previously assigned A3 on 12/09/2005;

  -- Class F, $53,790,000, currently rated Baa1, on review for
     possible downgrade; previously assigned Baa1 on 12/09/2005;

  -- Class G, $30,738,000, currently rated Baa2, on review for
     possible downgrade; previously assigned Baa2 on 12/09/2005;

  -- Class H, $34,579,000, currently rated Baa3, on review for
     possible downgrade; previously assigned Baa3 on 12/09/2005;

  -- Class J, $7,685,000, currently rated Ba1, on review for
     possible downgrade; previously assigned Ba1 on 12/09/2005;

  -- Class K, $11,526,000, currently rated Ba2, on review for
     possible downgrade; previously assigned Ba2 on 12/09/2005;

  -- Class L, $11,527,000, currently rated Ba3, on review for
     possible downgrade; previously assigned Ba3 on 12/09/2005;

  -- Class M, $3,842,000, currently rated B1, on review for
     possible downgrade; previously assigned B1 on 12/09/2005;

  -- Class N, $7,684,000, currently rated B2, on review for
     possible downgrade; previously assigned B2 on 12/09/2005;

  -- Class P, $11,527,000, currently rated B3, on review for
     possible downgrade; previously assigned B3 on 12/09/2005;


MKP CBO: Moody's Downgrades Ratings on Two Classes of Notes
-----------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of two classes of notes issued by MKP CBO II, Ltd.  The
notes affected by the rating actions are:

  -- $183,750,000 Class A-1 Senior Secured Floating Rate Term
     Notes, Due 2036, Downgraded to Ba3; Previously on July 31,
     2009 Downgraded to Ba1;

  -- $61,250,000 Class A-2 Senior Secured Floating Rate Revolving
     Notes, Due 2036, Downgraded to Caa3; Previously on
     February 24, 2009 Downgraded to B3.

MKP CBO II, Ltd., is a collateralized debt obligation issuance
backed primarily by a portfolio of structured finance securities.
Residential Mortgage-Backed Securities comprise over 25% of the
underlying portfolio, the majority of which were originated
between 2001 and 2003.

According to Moody's, the rating downgrade actions are the
result of deterioration in the credit quality of the underlying
portfolio.  Such credit deterioration is observed through
numerous factors, including an increase in the weighted average
rating factor, failure of the coverage tests, and the number of
assets that are currently on review for possible downgrade.  The
WARF, as reported by the trustee, has increased from 2518 in
July 2009 to 3301 in April 2010.  The dollar amount of defaulted
securities is reported at $25 million as of April 2010.  All the
overcollateralization and interest coverage tests are failing and
have been continuously deteriorating.  Additionally, in April
2010, the Moody's ratings of approximately $10 million of pre-2005
RMBS within the underlying portfolio were placed on review for
possible downgrade as a result of Moody's updated expected loss
projections for certain RMBS.

Moody's notes that an Event of Default under Section 5.1(a)(i) of
the Indenture was declared by the Trustee on February 28, 2005 due
to the Class C Overcollateralization Percentage falling below
100%.  As provided in Article V of the Indenture during the
occurrence and continuance of an Event of Default, certain parties
to the transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral and the Notes,
including the sale and liquidation of the assets.  The severity of
losses of certain tranches may be different depending on the
timing and outcome of a liquidation.

Moody's explained that in arriving at the rating actions noted
above, the ratings of subprime, Alt-A and Option-ARM RMBS which
are currently on review for possible downgrade were stressed.  For
purposes of monitoring its ratings of SF CDOs with exposure to
pre-2005 vintage RMBS, Moody's considered the various factors
indicating continued negative performance that were described in
Moody's press releases dated April 8th for subprime, April 12th
for Option-ARM and April 13th for Alt-A.  Such seasoned deals will
have varying stress based on RMBS asset type.

For pre-2005 Alt-A, Aaa rated securities were stressed by four
notches, Aa rated securities by six notches, and A or Baa rated
securities by nine notches.  Pre-2005 Option-ARM securities
currently rated Aaa were stressed by two notches, Aa and A by six
notches, and Baa by nine notches.

For pre-2005 subprime, Aaa and Aa rated securities were stressed
by two notches, A rated securities were stressed by six notches,
and Baa rated securities were stressed by nine notches.

All subprime, Alt-A and Option-ARM RMBS securities which
originated prior to 2005, are currently rated Ba or below, and are
also currently on review for possible downgrade have been stressed
to Ca.

Moody's further explained that these stresses are based on a
preliminary sample analysis of deals from a given vintage and
asset type, and that they will be utilized in its SF CDO rating
analysis while subprime, Alt-A and Option-ARM securities remain on
review for downgrade.  Current public ratings will be used for
securities that have undergone an in depth review by Moody's RMBS
team, and that are no longer on review for downgrade.

Moody's continues to monitor this transaction using primarily the
methodology and its supplements for ABS CDOs as described in
Moody's Special Report below:

  -- Moody's Approach to Rating SF CDOs (August 2009)

In deriving its ratings, Moody's uses the collateral instrument's
current rating-based expected loss, Moody's recovery rate table,
and the original rating of the instrument along with its average
life to infer an unadjusted default probability.  In addition to
the quantitative factors that are explicitly modeled, qualitative
factors are part of rating committee considerations.  These
qualitative factors include the structural protections in each
transaction, the recent deal performance in the current market
environment, the legal environment, and specific documentation
features.  All information available to rating committees,
including macroeconomic forecasts, input from other Moody's
analytical groups, market factors, and judgments regarding the
nature and severity of credit stress on the transactions, may
influence the final rating decision.


MORGAN STANLEY: Moody's Affirms Ratings on 13 2003-IQ5 Certs.
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 13 classes,
upgraded one class and downgraded one class of Morgan Stanley
Capital I, Inc. Commercial Mortgage Pass-Through Certificates,
Series 2003-IQ5.  The upgrade is due to increased credit support
from paydowns, amortization and defeasance.  The downgrade is due
to higher expected losses for the pool caused by increased credit
quality dispersion and anticipated losses from several poorly
performing watchlisted loans.  The affirmations are due to key
rating parameters, including Moody's loan to value ratio, Moody's
stressed DSCR and the Herfindahl Index, remaining within
acceptable ranges.

The rating action is the result of Moody's on-going surveillance
of commercial mortgage backed securities transactions.

As of the May 17th, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 41% to $462 million
from $778 million at securitization.  The Certificates are
collateralized by 62 mortgage loans ranging in size from less than
0.5% to 12% of the pool, with the top ten loans representing 54%
of the pool.  Five loans, representing 11% of the pool, have
defeased and are secured by United States Government securities.
Two loans, representing 20% of the pool have investment grade
underlying ratings.

Eighteen loans, representing 12% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (formerly Commercial Mortgage Securities
Association) 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.

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

Moody's has assumed a high default probability on two cross
collateralized loans, representing 2% of the pool, which mature
within the next 36 months and have a Moody's stressed DSCR less
than 1.0X.  Moody's has estimated an aggregate loss of
$1.8 million (20% expected loss on average based on a weighted
average 50% probability of default) from these troubled loans.

Moody's was provided with full year 2008 and full year or partial
year 2009 operating statements for 83% and 69%, respectively, of
the pool.  Moody's weighted average LTV for the conduit pool is
75% compared to 78% at last review.

Moody's conduit actual and stressed DSCRs are 1.53 X and 1.51X,
respectively, compared to 1.57X and 1.43X at last review.  Moody's
actual DSCR is based on Moody's net cash flow and the loan's
actual debt service.  Moody's stressed DSCR is based on Moody's
NCF and a 9.25% stressed rate applied to the loan balance.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple-notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf score of 21 compared to 30 at last review.

The largest loan with an underlying rating, which is also the
largest loan in the pool, is the Two Commerce Square Loan
($53.9 million - 11.7% of the pool), which represents a 50% pari-
passu interest in a $107.9 million loan.  The property is also
encumbered by a subordinate B-note of $77 million held outside the
trust.  The loan is secured by a 40-story, 953,000 square foot
Class A office building located in downtown Philadelphia,
Pennsylvania.  As of January 2010, the property was 85% leased,
compared to 99% at last review.  The largest tenants are Price
Waterhouse Coopers LLP (23% of the gross leasable area; lease
expiration April 2015) and Reliance Standard Life insurance (13%
of the GLA; lease expiration December 2015).  The decline in
performance as a result of increased vacancy has been offset by
amortization.  The loan has amortized 5% since last review.  The
loan matures on May 15, 2013.  Moody's current underlying rating
and stressed DSCR are Baa3 and 1.28X, respectively, compared to
Baa3 and 1.21X at Moody's last review.

The second largest loan with an underlying rating is the Three
Times Square Loan ($26.9 million - 5.8% of the pool), which
represents a 21% pari passu interest in a $129 million loan.
The property is also encumbered by a subordinate B note of
$94.8 million held outside the trust.  The loan is secured by an
884,000 square foot Class A office building located in midtown
Manhattan.  As of December 2009, the property was 99% leased, the
same as at last review.  The largest tenants are Reuters Group
(72% of the GLA; lease expiration September 2021) and Bank of
Montreal (12% of the GLA; lease expiration November 2021).  The
loan is fully amortizing and has amortized 15% since last review.
The loan matures on November 15, 2021.  Moody's current underlying
rating and stressed DSCR are Aaa and 3.08X, respectively, compared
to Aaa and 2.96X at Moody's last review.

The top three conduit loans represent 20% of the pool.  The
largest conduit loan is the Plaza America Office Towers III & IV
Loan ($38.6 million -- 8.3% of the pool), which represents a 50%
pari passu interest in a $77 million loan.  The loan is secured by
two Class A office buildings located in Reston, Virginia and
totaling 473,000 square feet.  The largest tenants are Unisys
Corporation (59% of the GLA; lease expiration August 2018) and NCI
Information Systems (16% of the GLA; lease expiration June 2013).
The property was 93% leased as of March 2010 compared to 100% at
last review.  The loan matures on August 15, 2013.  Moody's LTV
and stressed DSCR are 81% and 1.27X, respectively, compared to 88%
and 1.17X at last review.

The second largest conduit loan is the Quail Springs Marketplace
Loan ($26.1 million -- 5.7% of the pool), which is secured by a
295,700 square foot power center located in Oklahoma City,
Oklahoma.  The largest tenants are Office Depot (11% of the GLA;
lease expiration August 2013), Ross Dress For Less (10% of the
GLA; lease expiration January 2014) and Old Navy (10% of the GLA;
lease expiration April 2012).  The property was 98% leased as of
May 2009, compared to 100% at last review.  The loan matures on
May 15, 2013.  Moody's LTV and stressed DSCR are 74% and 1.37X,
respectively, compared to 77% and 1.32X at last review.

The third largest conduit loan is the GGP Portfolio Loan
($25.9 million -- 5.6% of the pool), which is secured by two
anchored retail centers located in Utah.  The first property,
University Crossing (206,000 square feet), is located 40 miles
south of Salt Lake City and is anchored by Burlington Coat
Factory, OfficeMax, and Barnes & Noble.  The second property,
Gateway Crossing (180,000 square feet), is located approximately
12 miles south of Salt Lake City and is anchored by Ross Stores,
T.J.Maxx and Michaels Stores.  The properties were 99% leased as
of March 2009 compared to 97% at last review.  Both properties
were included in GGP's bankruptcy filing and have been returned to
the master servicer.  The loan maturity was extended from July
2010 to January 2014.  Performance has been stable.  Moody's LTV
and stressed DSCR are 77% and 1.33X, respectively, compared to 84%
and 1.18X at last review.

Moody's rating action is:

  -- Class A-4, $354,075,216, affirmed at Aaa; previously assigned
     Aaa on 10/15/2003

  -- Class X-1, Notional, affirmed at Aaa; previously assigned Aaa
     on 10/15/2003

  -- Class X-2, Notional, affirmed at Aaa; previously assigned Aaa
     on 10/15/2003

  -- Class B, $22,389,000, affirmed at Aaa; previously upgraded to
     Aaa from Aa1 on 3/19/2007

  -- Class C, $30,178,000, upgraded to Aa3 from A1; previously
     upgraded to A1 from A2 on 3/19/2007

  -- Class D, $7,788,000, affirmed at A2; previously upgraded to
     A2 from A3 on 3/19/2007

  -- Class E, $5,840,000, affirmed at Baa1; previously assigned
     Baa1 on 10/15/2003

  -- Class F, $6,814,000, affirmed at Baa2; previously assigned
     Baa2 on 10/15/2003

  -- Class G, $7,788,000, affirmed at Baa3; previously assigned
     Baa3 on 10/15/2003

  -- Class H, $5,841,000, affirmed at Ba1; previously assigned Ba1
     on 10/15/2003

  -- Class J, $2,921,000, affirmed at Ba2; previously assigned Ba2
     on 10/15/2003

  -- Class K, $4,867,000, affirmed at Ba3; previously assigned Ba3
     on 10/15/2003

  -- Class L, $2,920,000, affirmed at B1; previously assigned B1
     on 10/15/2003

  -- Class M, $1,947,000, affirmed at B2; previously assigned B2
     on 10/15/2003

  -- Class N, $974,000, downgraded to Caa1 from B3; previously
     assigned B3 on 10/15/2003


MORGAN STANLEY: Moody's Downgrades Ratings on Eight Tranches
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of eight
tranches from six RMBS transactions issued by Morgan Stanley
Mortgage Loan Trust.  The collateral backing these deal primarily
consists of closed-end second mortgages.

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

Morgan Stanley Mortgage Loan Trust 2007-9SL, Class A as noted
below, is wrapped by MBIA Insurance Corporation (rated B3).  For
securities insured by a financial guarantor, the rating on the
securities is the higher of (i) the guarantor's financial strength
rating and (ii) the current underlying rating (i.e., absent
consideration of the guaranty) on the security.  The principal
methodology used in determining the underlying rating is the same
methodology for rating securities that do not have a financial
guaranty and is as described earlier.

Complete rating actions are:

Issuer: Morgan Stanley Mortgage Loan Trust 2005-8SL

  * Expected Losses (as a % of Original Balance): 46%

  -- Cl. A-1, Downgraded to Ca; previously on Mar 18, 2010 Ba3
     Placed Under Review for Possible Downgrade

  -- Cl. A-2b, Downgraded to Ca; previously on Mar 18, 2010 Ba3
     Placed Under Review for Possible Downgrade

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

Issuer: Morgan Stanley Mortgage Loan Trust 2006-10SL

  * Expected Losses (as a % of Original Balance): 64%

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

Issuer: Morgan Stanley Mortgage Loan Trust 2006-14SL

  * Expected Losses (as a % of Original Balance): 74%

  -- Cl. A-1, Downgraded to C; previously on Mar 18, 2010 Caa2
     Placed Under Review for Possible Downgrade

Issuer: Morgan Stanley Mortgage Loan Trust 2006-4SL

  * Expected Losses (as a % of Original Balance): 53%

  -- Cl. A-1, Downgraded to C; previously on Mar 18, 2010 Caa2
     Placed Under Review for Possible Downgrade

Issuer: Morgan Stanley Mortgage Loan Trust 2007-4SL

  * Expected Losses (as a % of Original Balance): 71%

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

Issuer: Morgan Stanley Mortgage Loan Trust 2007-9SL

  * Expected Losses (as a % of Original Balance): 84%

  -- Cl. A, Current Rating at B3; previously on Feb 18, 2009
     Downgraded to B3

  -- Underlying Rating: Downgraded to C; previously on Mar 18,
     2010 Ca Placed Under Review for Possible Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)


NEVADA DEPARTMENT: Moody's Withdraws 'C' Underlying Rating
----------------------------------------------------------
Moody's has withdrawn the underlying and insured ratings on the
Nevada Department of Business and Industry Las Vegas Monorail
Project's 1st Tier Series 2000 Revenue Bonds.  The ratings
withdrawal follows the downgrade of Ambac as the bond insurer.

Moody's is also correcting the insured rating to direction
uncertain from watch list for possible upgrade, which was
incorrectly applied on April 2, 2010.

The last rating action was on January 20, 2010, when the
underlying rating was downgraded to C from Ca.


NEWCASTLE CDO: Fitch Downgrades Ratings on All Classes of Notes
---------------------------------------------------------------
Fitch Ratings has downgraded all classes of Newcastle CDO VI,
Limited, as a result of increased interest shortfalls and losses
to the underlying commercial mortgage-backed securities.

Since Fitch's last rating action in January 2009, the credit
quality of the portfolio has declined to a current weighted
average Fitch derived rating of 'B/B-', down from 'BB+' at last
review.  Further, 14.1% of the portfolio is currently on Rating
Watch Negative.  Approximately 68.1% of the portfolio has a Fitch
derived rating below investment grade; 25.9% has a rating in the
'CCC' category and below.  As of the May 18, 2010 trustee report,
11.3% of the portfolio is experiencing full interest shortfalls.
Due to the failure of the class I OC test, all interest proceeds
beyond the payment of classes I-MM and I-B have been reallocated
to redeem the class I-MM notes.  Since issuance, the class I-MM
notes have paid down $13.1 million.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model 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 experiencing
interest shortfalls (11.3% of the portfolio).  Based on this
analysis, the class I-MM notes' breakeven rates are generally
consistent with the 'B' rating category.

The breakeven rates for classes I-B through IV do not pass Fitch's
base cash flow model stress.  These classes' respective credit
enhancement levels were compared to the percent of underlying
collateral experiencing interest shortfalls or defaulted.  The
class I-B notes have been downgraded to 'CC' since default is
probable.  The class is currently receiving interest; however, the
total percentage of assets experiencing interest shortfalls or
defaulted exceeds the credit enhancement to the class I-B notes.
Fitch believes that for classes II through IV default appears
inevitable because Fitch does not expect full recoveries on these
classes.  Further, these classes are receiving interest paid in
kind (PIK) whereby the principal amount of the notes is written up
by the amount of interest due.  As such, classes II through IV
have been downgraded to 'C'.

The Negative Rating Outlook on the class I-MM notes reflects
Fitch's expectation that underlying CMBS loans will continue to
face refinance risk and maturity defaults.  Fitch also assigned
Loss Severity ratings to the notes.  The LS ratings indicate each
tranche's potential loss severity given default, as evidenced by
the ratio of tranche size to the expected loss for the collateral
under the 'B' stress.  The LS rating should always be considered
in conjunction with probability of default indicated by a class'
long-term credit rating.  Fitch does not assign Rating Outlooks or
LS ratings to classes rated 'CCC' or lower.

Newcastle CDO VI closed in April 19, 2005.  Currently, the
portfolio is composed of 51.1% commercial mortgage-backed
securities from the 2001 through 2007 vintages, 17.5% residential
mortgage backed securities from the 2004 through 2009 vintages,
16.5% real estate investment trust debt, and 14.9% commercial real
estate loans.

Fitch has downgraded, assigned an LS rating and Outlook for the
class listed below:

  -- $309,929,938 class I-MM notes to 'B/B/LS3' from 'BBB/F2';
     Outlook Negative.

In addition, Fitch has downgraded these classes as indicated:

  -- $59,000,000 class I-B notes to 'CC' from 'BB';
  -- $33,233,545 class II notes to 'C' from 'CCC';
  -- $15,197,339 class III-FL notes to 'C' from 'CC';
  -- $5,341,226 class III-FX notes to 'C' from 'CC'.

Fitch has also affirmed these classes as indicated:

  -- $9,830,298 class IV-FL notes at 'C';
  -- $2,590,036 class IV-FX notes at 'C'.

In addition, Fitch has removed classes I-MM and I-B from Rating
Watch Negative.  Fitch does not assign Outlooks to classes rated
'CCC' or lower.

The rating of the class I-MM and I-B notes addresses the
likelihood that investors will receive timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the class II, III, IV notes address the likelihood that
investors will receive ultimate interest payments, as per the
governing documents, as well as the aggregate outstanding amount
of principal by the stated maturity date.


NICHOLAS-APPLEGATE CBO: Moody's Upgrades Rating on Class A Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
rating of these notes issued by Nicholas-Applegate CBO II Ltd.:

  -- US$167,500,000 Class A Floating Rate Notes, Due 2013 (current
     balance of $40,611,045), Upgraded to A3; previously on May 8,
     2009 Downgraded to Ba1.

According to Moody's, the rating action taken on the notes result
primarily from substantial delevering of the transaction over the
past year, a significant increase in the Class A
overcollateralization ratio, and secondarily from improvement in
the credit quality of the underlying portfolio since the rating
action in May 2009.

Since the last rating action taken on May 8, 2009, the Class A
Notes were paid down by about $41.7 million, accounting for
roughly 51% of the total Class A Notes' outstanding balance
reported in April 2009.  A substantial proportion of this paydown
is attributable to unscheduled principal prepayments on the
underlying bonds.  Moody's expects delevering to continue as a
result of the end of the deal's reinvestment period in April 2006.
Overcollateralization of the Class A Notes has increased
significantly since April 2009.  As of the May 20, 2010 trustee
report, the Class A overcollateralization level is reported at
198.1% versus the April 2009 level of 145.9%.  In its analysis,
Moody's also considered the concentration risks in the portfolio,
which consists of only 22 bonds and is heavily exposed to certain
industries.

Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor) and a decrease in the proportion
of securities from issuers rated Caa1 and below.  In particular,
as of the latest trustee report dated May 20, 2010, the weighted
average rating factor is 4334 compared to 4974 in April 2009, and
securities rated Caa1 or lower make up approximately 28% of the
underlying portfolio versus 35% in April 2009.  Additionally, the
dollar amount of defaulted securities has decreased to about
$19 million from approximately $26.6 million in April 2009.  Due
to the impact of revised and updated key assumptions referenced in
"Moody's Approach to Rating Collateralized Loan Obligations" and
"Annual Sector Review (2009): Global CLOs," key model inputs used
by Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers.

Nicholas-Applegate CBO II Ltd., issued in April 2001, is a
collateralized bond obligation backed primarily by a portfolio of
senior unsecured bonds.


NICHOLAS-APPLEGATE CBO: Moody's Upgrades Ratings on Two Notes
-------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by Nicholas-Applegate CBO I:

  -- US$23,700,000 Class B-1 Floating Rate Notes, Due 2012,
     Upgraded to Ba2; previously on May 5, 2009 Downgraded to B2;

  -- US$2,500,000 Class B-2 Fixed Rate Notes, Due 2012, Upgraded
     to Ba2; previously on May 5, 2009 Downgraded to B2.

According to Moody's, the rating actions taken on the notes result
primarily from substantial delevering of the transaction over the
past year, significant increases in the Class A and Class B
overcollateralization ratios, and moderate improvement in the
credit quality of the underlying portfolio since the rating action
in May 2009.

Since the last rating actions taken on May 5, 2009, the Class A
Notes were paid down by about $14.9 million, accounting for
roughly 82% of the total Class A Notes' outstanding balance
reported in April 2009.  Moody's expects delevering to continue as
a result of the end of the deal's reinvestment period in August
2005.  Overcollateralization of the Class A and Class B Notes has
increased significantly since April 2009.  As of the May 10, 2010
trustee report, the Class A and Class B overcollateralization
levels are reported at 1283.5% and 138.8%, versus April 2009
levels of 325.9%, and 129.5%, respectively.  The Class B
overcollateralization level is currently back in compliance,
compared to a trigger level of 115%.  In its analysis, Moody's
also evaluated the amortization profile of the underlying
portfolio through the deal's maturity in August 2012 and
considered concentration risks in the portfolio, which consists of
only 12 bonds.

Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor) and a decrease in the proportion
of securities from issuers rated Caa1 and below.  In particular,
as of the latest trustee report dated May 10, 2010, the weighted
average rating factor is 4151 compared to 4441 in April 2009, and
securities rated Caa1 or lower make up approximately 37% of the
underlying portfolio versus 49% in April 2009.  Additionally, the
dollar amount of defaulted securities has decreased to $13MM from
approximately $26.6MM in April 2009.  Due to the impact of revised
and updated key assumptions referenced in "Moody's Approach to
Rating Collateralized Loan Obligations" and "Annual Sector Review
(2009): Global CLOs," key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, may be different from
the trustee's reported numbers.

Nicholas-Applegate CBO I, issued in August of 2000, is a
collateralized bond obligation backed primarily by a portfolio of
senior unsecured bonds.


NY MORTGAGE: Moody's Downgrades Ratings on Five Tranches
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 5 tranches
from the New York Mortgage Trust 2005-3 transaction.

The collateral backing this transaction consists primarily of
first-lien, adjustable-rate, Alt-A residential mortgage loans.
The actions are a result of the rapidly deteriorating performance
of Alt-A pools in conjunction with macroeconomic conditions that
remain under duress.  The actions reflect Moody's updated loss
expectations on Alt-A pools issued from 2005 to 2007.

To assess the rating implications of the updated loss levels on
Alt-A RMBS, each individual pool was run through a variety of
scenarios in the Structured Finance Workstation(R), the cash flow
model developed by Moody's Wall Street Analytics.  This individual
pool level analysis incorporates performance variances across the
different pools and the structural features of the transaction
including priorities of payment distribution among the different
tranches, average life of the tranches, current balances of the
tranches and future cash flows under expected and stressed
scenarios.  The scenarios include ninety-six different
combinations comprising of six loss levels, four loss timing
curves and four prepayment curves.  The volatility in losses
experienced by a tranche due to small increments in losses on the
underlying mortgage pool is taken into consideration when
assigning ratings.

Complete rating actions are:

Issuer: New York Mortgage Trust 2005-3

  -- Cl. A-1, Downgraded to A2; previously on Jan 14, 2010 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to A1; previously on Jan 14, 2010 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to A3; previously on Jan 14, 2010 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. M-1, Downgraded to Ba2; previously on Jan 14, 2010 Aa2
     Placed Under Review for Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1; previously on Jan 14, 2010 A2
     Placed Under Review for Possible Downgrade


RALI SERIES: Moody's Downgrades Ratings on 114 Tranches
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 114
tranches from 11 RMBS transactions, backed by Alt-A loans, issued
by RFC.

The collateral backing these transactions consists primarily of
first-lien, fixed-rate, Alt-A residential mortgage loans.  The
actions are a result of the rapidly deteriorating performance of
Alt-A pools in conjunction with macroeconomic conditions that
remain under duress.  The actions reflect Moody's updated loss
expectations on Alt-A pools issued from 2005 to 2007.

To assess the rating implications of the updated loss levels on
Alt-A RMBS, each individual pool was run through a variety of
scenarios in the Structured Finance Workstation(R), the cash flow
model developed by Moody's Wall Street Analytics.  This individual
pool level analysis incorporates performance variances across the
different pools and the structural features of the transaction
including priorities of payment distribution among the different
tranches, average life of the tranches, current balances of the
tranches and future cash flows under expected and stressed
scenarios.  The scenarios include ninety-six different
combinations comprising of six loss levels, four loss timing
curves and four prepayment curves.  The volatility in losses
experienced by a tranche due to small increments in losses on the
underlying mortgage pool is taken into consideration when
assigning ratings.

The above mentioned approach "Alt-A RMBS Loss Projection Update:
February 2010" is adjusted slightly when estimating losses on
pools left with a small number of loans.  To project losses on
pools with fewer than 100 loans, Moody's first estimates a
"baseline" average rate of new delinquencies for the pool that is
dependent on the vintage of loan origination (10%, 19% and 21% for
the 2005, 2006 and 2007 vintage respectively).  This baseline rate
is higher than the average rate of new delinquencies for the
vintage to account for the volatile nature of small pools.  Even
if a few loans in a small pool become delinquent, there could be a
large increase in the overall pool delinquency level due to the
concentration risk.  Once the baseline rate is set, further
adjustments are made based on 1) the number of loans remaining in
the pool and 2) the level of current delinquencies in the pool.
The fewer the number of loans remaining in the pool, the higher
the volatility and hence the stress applied.  Once the loan count
in a pool falls below 75, the rate of delinquency is increased by
1% for every loan less than 75.  For example, for a pool with 74
loans from the 2005 vintage, the adjusted rate of new delinquency
would be 10.10%.  If current delinquency levels in a small pool is
low, future delinquencies are expected to reflect this trend.  To
account for that, the rate calculated above is multiplied by a
factor ranging from 0.2 to 2.0 for current delinquencies ranging
from less than 2.5% to greater than 50% respectively.
Delinquencies for subsequent years and ultimate expected losses
are projected using the approach described in the methodology
publication.

Complete rating actions are:

Issuer: RALI Series 2005-QS12 Trust

  -- Cl. A-1, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Caa2; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Caa1; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to Caa2; previously on Jan 14, 2010 Baa3
     Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-7, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-8, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-9, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-10, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-11, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-12, Downgraded to Caa2; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. A-13, Downgraded to C; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-P, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-V, Downgraded to Caa1; previously on Jan 14, 2010 Baa3
     Placed Under Review for Possible Downgrade

Issuer: RALI Series 2005-QS13 Trust

  -- Cl. I-A-1, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. I-A-2, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. I-A-3, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. I-A-4, Downgraded to Caa2; previously on Jan 14, 2010 Ba3
     Placed Under Review for Possible Downgrade

  -- Cl. I-A-5, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. I-A-6, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. I-A-7, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. I-A-8, Downgraded to C; previously on Jan 14, 2010 Caa1
     Placed Under Review for Possible Downgrade

  -- Cl. A-P, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-V, Downgraded to Caa2; previously on Jan 14, 2010 Ba3
     Placed Under Review for Possible Downgrade

  -- Cl. II-A-1, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. II-A-2, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. II-A-3, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. II-A-4, Downgraded to Caa3; previously on Jan 14, 2010
     Ba2 Placed Under Review for Possible Downgrade

  -- Cl. II-A-5, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. II-A-6, Downgraded to C; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. II-A-7, Downgraded to C; previously on Jan 14, 2010 Caa1
     Placed Under Review for Possible Downgrade

Issuer: RALI Series 2005-QS14 Trust

  -- Cl. I-A-1, Downgraded to B3; previously on Jan 14, 2010 Baa3
     Placed Under Review for Possible Downgrade

  -- Cl. I-A-P, Downgraded to B3; previously on Jan 14, 2010 Baa3
     Placed Under Review for Possible Downgrade

  -- Cl. I-A-V, Downgraded to B3; previously on Jan 14, 2010 Baa3
     Placed Under Review for Possible Downgrade

Issuer: RALI Series 2005-QS15

  -- Cl. I-A, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. II-A, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. III-A, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-P, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-V, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

Issuer: RALI Series 2005-QS16 Trust

  -- Cl. A-1, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Caa3; previously on Jan 14, 2010 B1
     Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to Caa3; previously on Jan 14, 2010 B1
     Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-7, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-8, Downgraded to C; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Cl. A-9, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-10, Downgraded to C; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Cl. A-11, Downgraded to C; previously on Jan 14, 2010 Caa2
     Placed Under Review for Possible Downgrade

  -- Cl. A-12, Downgraded to C; previously on Jan 14, 2010 Caa2
     Placed Under Review for Possible Downgrade

  -- Cl. A-P, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-V, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

Issuer: RALI Series 2005-QS17 Trust

  -- Cl. A-1, Downgraded to Caa3; previously on Jan 14, 2010 B2
     Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Caa3; previously on Jan 14, 2010 B2
     Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-7, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-8, Downgraded to C; previously on Jan 14, 2010 Caa3
     Placed Under Review for Possible Downgrade

  -- Cl. A-9, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-10, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-11, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-P, Downgraded to Caa3; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-V, Downgraded to Caa3; previously on Jan 14, 2010 B2
     Placed Under Review for Possible Downgrade

Issuer: RALI Series 2005-QS3 Trust

  -- Cl. I-A1-1, Downgraded to B3; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. I-A1-2, Downgraded to B3; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. I-A1-3, Downgraded to B3; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. I-A2-1, Downgraded to Caa2; previously on Jan 14, 2010
     Baa3 Placed Under Review for Possible Downgrade

  -- Cl. I-A2-2, Downgraded to Caa2; previously on Jan 14, 2010
     Baa3 Placed Under Review for Possible Downgrade

  -- Cl. I-A2-3, Downgraded to Caa3; previously on Jan 14, 2010
     Ba1 Placed Under Review for Possible Downgrade

  -- Cl. I-A2-4, Downgraded to Caa2; previously on Jan 14, 2010
     Baa3 Placed Under Review for Possible Downgrade

  -- Cl. I-A2-5, Downgraded to C; previously on Jan 14, 2010 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. I-A2-6, Downgraded to Ca; previously on Jan 14, 2010 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. II-A-1, Downgraded to B2; previously on Jan 14, 2010 Aa3
     Placed Under Review for Possible Downgrade

  -- Cl. II-A-P, Downgraded to B2; previously on Jan 14, 2010 Aa3
     Placed Under Review for Possible Downgrade

  -- Cl. II-A-V, Downgraded to B2; previously on Jan 14, 2010 Aa3
     Placed Under Review for Possible Downgrade

  -- Cl. I-A-P, Downgraded to B3; previously on Feb 26, 2009
     Downgraded to Ba1

  -- Cl. I-A-V, Downgraded to B3; previously on Jan 14, 2010 Baa3
     Placed Under Review for Possible Downgrade

Issuer: RALI Series 2005-QS6 Trust

  -- Cl. A-1, Downgraded to Caa1; previously on Jan 14, 2010 Ba3
     Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Caa1; previously on Jan 14, 2010 Ba3
     Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Caa2; previously on Jan 14, 2010 B1
     Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to Caa2; previously on Jan 14, 2010 B1
     Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Caa2; previously on Jan 14, 2010 B1
     Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to Caa1; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. A-7, Downgraded to C; previously on Jan 14, 2010 B2
     Placed Under Review for Possible Downgrade

  -- Cl. A-8, Downgraded to Caa2; previously on Jan 14, 2010 B1
     Placed Under Review for Possible Downgrade

  -- Cl. A-P, Downgraded to Caa2; previously on Jan 14, 2010 B1
     Placed Under Review for Possible Downgrade

  -- Cl. A-V, Downgraded to Caa1; previously on Jan 14, 2010 Ba1
     Placed Under Review for Possible Downgrade

Issuer: RALI Series 2005-QS7 Trust

  -- Cl. A-1, Downgraded to Caa2; previously on Jan 14, 2010 B2
     Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Caa2; previously on Jan 14, 2010 B1
     Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to Caa2; previously on Jan 14, 2010 B1
     Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Caa2; previously on Jan 14, 2010 Ba3
     Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to C; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-7, Downgraded to C; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. CB, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-P, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-V, Downgraded to Caa2; previously on Jan 14, 2010 Ba3
     Placed Under Review for Possible Downgrade

Issuer: RALI Series 2005-QS8 Trust

  -- Cl. A-1, Downgraded to B3; previously on Jan 14, 2010 A2
     Placed Under Review for Possible Downgrade

  -- Cl. A-P, Downgraded to B3; previously on Jan 14, 2010 A2
     Placed Under Review for Possible Downgrade

  -- Cl. A-V, Downgraded to B3; previously on Jan 14, 2010 A2
     Placed Under Review for Possible Downgrade

Issuer: RALI Series 2005-QS9 Trust

  -- Cl. A-1, Downgraded to Caa1; previously on Jan 14, 2010 Baa2
     Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Caa2; previously on Jan 14, 2010 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Caa2; previously on Jan 14, 2010 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to Caa1; previously on Jan 14, 2010 Baa2
     Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Caa2; previously on Jan 14, 2010 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to Caa2; previously on Jan 14, 2010 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. A-7, Downgraded to Caa2; previously on Jan 14, 2010 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. A-8, Downgraded to Caa2; previously on Jan 14, 2010 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. A-9, Downgraded to C; previously on Jan 14, 2010 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. A-P, Downgraded to Caa2; previously on Jan 14, 2010 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. A-V, Downgraded to Caa2; previously on Jan 14, 2010 Baa2
     Placed Under Review for Possible Downgrade


RESIDENTIAL MORTGAGE: S&P Junks Ratings on Class A 2008-3 Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'CCC'
from 'AAA' on the class A notes from Residential Mortgage
Securities Funding 2008-3 Ltd., a resecuritized real estate
mortgage investment conduit residential mortgage-backed securities
transaction, and removed it from CreditWatch with negative
implications.

The downgrade reflects S&P's view of the significant deterioration
in performance of the mortgage loans backing the underlying
certificates.  This performance deterioration is so severe that
the credit enhancement for RMSF 2008-3 is insufficient to maintain
S&P's previous rating on the re-REMIC class.

RMSF 2008-3, which closed in April 2008, is collateralized by
three underlying classes from three separate trusts, as shown in
table 1 below.  The loans securing the underlying trusts consist
predominantly of adjustable-rate, prime mortgage loans.

The performance of the loans securing the underlying trusts has
generally deteriorated.  Table 1 shows the April 2010 underlying
pool statistics for delinquent loans as a percent of the current
pool balance, as well as current pool factors (the balance
remaining as a percent of the original pool balance), actual
cumulative losses, and S&P's current projected losses as a percent
of the original pool balance.

                              Table 1

                    Underlying Pool Statistics

            Class
            (Current     Pool      Cum.      Proj.
  Trust     rating)      Factor(%) Losses(%) Losses(%) Delinq.(%)
  -----     --------     --------- --------- --------- ----------
  JPM06S03* 1-A-17 (CCC) 55.22     0.69      4.59      14.99
  CMF06S03  1-A-14 (CCC) 53.87     1.20      8.25      19.57
  CMS07005  1-A-6 (CCC)  68.41     0.18      3.67       7.12

             * For JPM06S03, pertains to structure I.

Over the past two years, S&P has revised its RMBS default and loss
assumptions, and consequently its projected losses, to reflect its
view of the continuing decline in mortgage loan performance and
the housing market.  The performance deterioration of most U.S.
RMBS has continued to outpace the market's expectations.

       Rating Lowered And Removed From Creditwatch Negative

        Residential Mortgage Securities Funding 2008-3 Ltd.
                          Series 2008-3

                                  Rating
                                  ------
     Class      CUSIP         To               From
     -----      -----         --               ----
     A          761155AA8     CCC              AAA/Watch Neg


RFMSII HOME: Moody's Downgrades Ratings on 36 Tranches
------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 36
tranches, upgraded the ratings of 8 tranches and confirmed the
ratings of 22 tranches from 18 RMBS transactions issued by RFMSII
Home Equity Loan Trust.  The collateral backing these deals
primarily consists of closed end second lien mortgages and/or home
equity lines of credit.

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

In addition, in relation to Loan Groups I of RFMSII 2003-HS1,
2003-HS3, 2004-HS1, 2004-HS2, 2005-HS1, 2005-HS2, 2005-HSA1, 2006-
HS2 and 2007-HSA3 deals, and in line with trustee practice for
these deals, Moody's ratings reflect that losses are not being
allocated to bonds.  Previously, Moody's had assumed that any pool
losses exceeding the overcollateralization and excess spread
available in each of these deals would be allocated on a pro rata
basis to the bonds.  This change in assumption has led to upgrades
on select tranches that benefit from first-pay status.

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

Complete List of Actions

Issuer: RFMSII Series 2001-HS2 Home Equity Loan Pass-Through
Certificates, Series 2001-HS2

  * Expected Losses (as a % of Original Balance) 1%

  -- Cl. A-5, Confirmed at A3; previously on Mar 18, 2010 A3
     Remained On Review for Possible Downgrade

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

Issuer: Home Equity Loan Pass-Through Certificates, Series 2002-
HS1

  * Expected Losses (as a % of Original Balance) 1%

  -- Cl. M-1, Downgraded to A1; previously on Mar 18, 2010 Aa2
     Remained On Review for Possible Downgrade

Issuer: RFMSII Home Equity Loan Trust 2002-HS3

  * Expected Losses (as a % of Original Balance) 1%

  -- Cl. A-II, Downgraded to Baa3; previously on Mar 18, 2010 Baa1
     Remained On Review for Possible Downgrade

  -- Underlying Rating: Downgraded to Baa3; previously on Mar 18,
     2010 Baa1 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-I-6, Downgraded to Baa1; previously on Mar 18, 2010 Aa3
     Remained On Review for Possible Downgrade

  -- Underlying Rating: Downgraded to Baa1; previously on Mar 18,
     2010 Aa3 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

Issuer: RFMSII Home Equity Loan Trust 2003-HS1

  * Expected Losses (as a % of Original Balance) 1%

  -- A-II, Downgraded to A2; previously on Mar 18, 2010 Aa2
     Remained On Review for Possible Downgrade

  -- Underlying Rating: Downgraded to A2; previously on Mar 18,
     2010 Aa2 Placed Under Review for Possible Downgrade*

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- A-I-5, Confirmed at Baa3; previously on Mar 18, 2010 Baa3
     Remained On Review for Possible Downgrade

  -- Underlying Rating: Confirmed at Baa3; previously on Mar 18,
     2010 Baa3 Placed Under Review for Possible Downgrade*

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- A-I-6, Upgraded to Baa1; previously on Mar 18, 2010 Baa3
     Remained On Review for Possible Downgrade

  -- Underlying Rating: Upgraded to Baa1; previously on Mar 18,
     2010 Baa3 Placed Under Review for Possible Downgrade*

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

Issuer: RFMSII Home Equity Loan Trust 2003-HS2

  * Expected Losses (as a % of Original Balance) 1% for Group I
    and 2% for Group II

  -- A-II-A, Confirmed at Ba1; previously on Mar 18, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Confirmed at Ba1; previously on Mar 18,
     2010 Ba1 Placed Under Review for Possible Downgrade*

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- A-II-B, Confirmed at Ba1; previously on Mar 18, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Confirmed at Ba1; previously on Mar 18,
     2010 Ba1 Placed Under Review for Possible Downgrade*

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- A-I-4, Downgraded to A1; previously on Mar 18, 2010 Aa1
     Remained On Review for Possible Downgrade

  -- M-I-1, Downgraded to Baa1; previously on Mar 18, 2010 A1
     Remained On Review for Possible Downgrade

  -- M-I-2, Confirmed at Ba2; previously on Mar 18, 2010 Ba2
     Placed Under Review for Possible Downgrade

Issuer: RFMSII Home Equity Loan Trust 2003-HS3

  * Expected Losses (as a % of Original Balance) 1% for Group I
    and 2% for Group II

  -- Cl. A-II-A, Downgraded to Ba1; previously on Mar 18, 2010
     Baa1 Remained On Review for Possible Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

  -- Cl. A-II-B, Downgraded to B2; previously on Mar 18, 2010 Baa1
     Remained On Review for Possible Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

  -- Cl. A-I-3, Upgraded to Aa2; previously on Mar 18, 2010 Baa1
     Remained On Review for Possible Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

  -- Cl. A-I-4, Downgraded to Ba2; previously on Mar 18, 2010 Baa1
     Remained On Review for Possible Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

Issuer: RFMSII Home Equity Loan Trust 2003-HS4

  * Expected Losses (as a % of Original Balance) 3% for Group A
    and 2% for Group B

  -- Cl. A-I-A, Downgraded to B3; previously on Mar 18, 2010 Baa2
     Remained On Review for Possible Downgrade

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

  -- Cl. A-I-B, Downgraded to Baa3; previously on Mar 18, 2010
     Baa2 Remained On Review for Possible Downgrade

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

Issuer: RFMSII Home Equity Loan Trust 2004-HS1

  * Expected Losses (as a % of Original Balance) 3%

  -- Cl. A-II, Downgraded to B2; previously on Mar 18, 2010 Ba3
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Downgraded to B2; previously on Mar 18,
     2010 Ba3 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-I-4, Downgraded to A2; previously on Mar 18, 2010 Aa3
     Remained On Review for Possible Downgrade

  -- Underlying Rating: Downgraded to A2; previously on Mar 18,
     2010 Aa3 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-I-5, Downgraded to B1; previously on Mar 18, 2010 A1
     Remained On Review for Possible Downgrade

  -- Underlying Rating: Downgraded to B1; previously on Mar 18,
     2010 A1 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-I-6, Downgraded to Baa3; previously on Mar 18, 2010 A1
     Remained On Review for Possible Downgrade

  -- Underlying Rating: Downgraded to Baa3; previously on Mar 18,
     2010 A1 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

Issuer: RFMSII Home Equity Loan Trust 2004-HS2

  * Expected Losses (as a % of Original Balance) 3% for Group I
    and 4% for Group II

  -- Cl. A-I-4, Upgraded to A2; previously on Mar 18, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

  -- Cl. A-I-6, Downgraded to B2; previously on Mar 18, 2010 Ba3
     Placed Under Review for Possible Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

Issuer: RFMSII Home Equity Loan Trust 2004-HS3

  * Expected Losses (as a % of Original Balance) 5%

  -- Cl. A, Downgraded to Caa2; previously on Mar 18, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Downgraded to Caa2; previously on Mar 18,
     2010 B3 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

Issuer: RFMSII Home Equity Loan Trust 2005-HI3

  * Expected Losses (as a % of Original Balance) 24%

  -- Cl. A-3, Downgraded to Aa1; previously on Mar 18, 2010 Aaa
     Remained On Review for Possible Downgrade

  -- Cl. A-4, Downgraded to Aa2; previously on Mar 18, 2010 Aaa
     Remained On Review for Possible Downgrade

  -- Cl. A-5, Downgraded to A1; previously on Mar 18, 2010 Aaa
     Remained On Review for Possible Downgrade

  -- Cl. M-1, Downgraded to A3; previously on Mar 18, 2010 Aa1
     Remained On Review for Possible Downgrade

  -- Cl. M-2, Downgraded to Baa3; previously on Mar 18, 2010 Aa3
     Remained On Review for Possible Downgrade

  -- Cl. M-3, Downgraded to Ba1; previously on Mar 18, 2010 A1
     Remained On Review for Possible Downgrade

  -- Cl. M-4, Downgraded to Ba3; previously on Mar 18, 2010 A2
     Remained On Review for Possible Downgrade

  -- Cl. M-5, Downgraded to B1; previously on Mar 18, 2010 Baa1
     Remained On Review for Possible Downgrade

  -- Cl. M-6, Downgraded to B2; previously on Mar 18, 2010 Baa2
     Remained On Review for Possible Downgrade

  -- Cl. M-7, Downgraded to C; previously on Mar 18, 2010 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. M-8, Downgraded to C; previously on Mar 18, 2010 B1
     Placed Under Review for Possible Downgrade

  -- Cl. M-9, Downgraded to C; previously on Mar 18, 2010 Caa2
     Placed Under Review for Possible Downgrade

Issuer: RFMSII Home Equity Loan Trust 2005-HS1

  * Expected Losses (as a % of Original Balance) 12% for Group I
    and 18% for Group II

  -- Cl. A-I-2, Upgraded to Aa2; previously on Mar 18, 2010 B2
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Upgraded to Aa2; previously on Mar 18,
     2010 B2 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-I-3, Upgraded to Ba2; previously on Mar 18, 2010 Caa1
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Upgraded to Ba2; previously on Mar 18,
     2010 Caa1 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-I-4, Downgraded to Ca; previously on Mar 18, 2010 Caa1
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Downgraded to Ca; previously on Mar 18,
     2010 Caa1 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-I-5, Downgraded to Caa1; previously on Mar 18, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Downgraded to Caa1; previously on Mar 18,
     2010 B3 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-II, Confirmed at Ca; previously on Mar 18, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Confirmed at Ca; previously on Mar 18,
     2010 Ca Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

Issuer: RFMSII Home Equity Loan Trust 2005-HS2

  * Expected Losses (as a % of Original Balance) 19% for Group I
    and 22% for Group II

  -- Cl. A-I-2, Upgraded to Baa2; previously on Mar 18, 2010 Caa3
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Upgraded to Baa2; previously on Mar 18,
     2010 Caa3 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-I-3, Confirmed at Caa3; previously on Mar 18, 2010 Caa3
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Confirmed at Caa3; previously on Mar 18,
     2010 Caa3 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-I-4, Downgraded to C; previously on Mar 18, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Downgraded to C; previously on Mar 18,
     2010 Ca Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-I-5, Confirmed at Caa2; previously on Mar 18, 2010 Caa2
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Confirmed at Caa2; previously on Mar 18,
     2010 Caa2 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-II, Confirmed at Ca; previously on Mar 18, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Confirmed at Ca; previously on Mar 18,
     2010 Ca Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

Issuer: RFMSII Home Equity Loan Trust 2005-HSA1

  * Expected Losses (as a % of Original Balance) 30% for Group I
    and 31% for Group II

  -- Cl. A-I-2, Upgraded to Baa2; previously on Mar 18, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Upgraded to Baa2; previously on Mar 18,
     2010 B3 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

  -- Cl. A-I-3, Confirmed at Ca; previously on Mar 18, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Confirmed at Ca; previously on Mar 18,
     2010 Ca Placed Under Review for Possible Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

  -- Cl. A-I-4, Downgraded to C; previously on Mar 18, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Downgraded to C; previously on Mar 18,
     2010 Ca Placed Under Review for Possible Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

  -- Cl. A-I-5, Confirmed at Ca; previously on Mar 18, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Confirmed at Ca; previously on Mar 18,
     2010 Ca Placed Under Review for Possible Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

  -- Cl. A-II, Confirmed at Ca; previously on Mar 18, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Confirmed at Ca; previously on Mar 18,
     2010 Ca Placed Under Review for Possible Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

Issuer: RFMSII Series 2002-HS2 Trust

  * Expected Losses (as a % of Original Balance) 1%

  -- Cl. M-1, Downgraded to A2; previously on Mar 18, 2010 Aa1
     Remained On Review for Possible Downgrade

Issuer: RFMSII Series 2006-HSA1 Trust

  * Expected Losses (as a % of Original Balance) 27%

  -- Cl. A-2, Confirmed at B3; previously on Mar 18, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Confirmed at B3; previously on Mar 18,
     2010 B3 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-3, Downgraded to Caa3; previously on Mar 18, 2010 Caa2
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Downgraded to Caa3; previously on Mar 18,
     2010 Caa2 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-4, Confirmed at Ca; previously on Mar 18, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Confirmed at Ca; previously on Mar 18,
     2010 Ca Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-5, Confirmed at Ca; previously on Mar 18, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Confirmed at Ca; previously on Mar 18,
     2010 Ca Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

Issuer: RFMSII Series 2006-HSA2 Trust

  * Expected Losses (as a % of Original Balance) 28% for Group I
    and 35% for Group II

  -- Cl. A-I-2, Upgraded to A2; previously on Mar 18, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Upgraded to A2; previously on Mar 18, 2010
     B3 Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-I-3, Confirmed at Ca; previously on Mar 18, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Confirmed at Ca; previously on Mar 18,
     2010 Ca Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-I-4, Downgraded to C; previously on Mar 18, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Downgraded to C; previously on Mar 18,
     2010 Ca Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-I-5, Confirmed at Ca; previously on Mar 18, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Confirmed at Ca; previously on Mar 18,
     2010 Ca Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

  -- Cl. A-II, Confirmed at Ca; previously on Mar 18, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Underlying Rating: Confirmed at Ca; previously on Mar 18,
     2010 Ca Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Issuer Rating Withdrawn 3/25/2009)

Issuer: RFMSII, Inc. Home Equity Loan-Backed Term Notes, Series
2001-HS3

  * Expected Losses (as a % of Original Balance) 1%

  -- Cl. A-II, Confirmed at Aa3; previously on Mar 18, 2010 Aa3
     Remained On Review for Possible Downgrade

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

  -- Cl. M-I-1, Confirmed at Aa3; previously on Mar 18, 2010 Aa3
     Remained On Review for Possible Downgrade

  -- Cl. M-I-2, Confirmed at Ba3; previously on Mar 18, 2010 Ba3
     Placed Under Review for Possible Downgrade

  -- Cl. M-I-3, Confirmed at Ca; previously on Mar 18, 2010 Ca
     Placed Under Review for Possible Downgrade


ROCK 1-CRE: S&P Downgrades Ratings on 11 Classes of Notes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes from ROCK 1-CRE CDO 2006 Ltd. and removed them from
CreditWatch with negative implications.

The downgrades reflect S&P's analysis of the transaction,
including the effect of deteriorating economic conditions and the
current credit characteristics of the underlying collateral
assets.  S&P's analysis also considered its estimated asset-
specific recovery rates for six underlying loan assets
($51.6 million, 10.6%) reported as defaulted in the May 2010
trustee report, the transaction's liability structure, and the
application of S&P's updated U.S. commercial real estate
collateralized debt obligation criteria.

According to the May 11, 2010, trustee report, the transaction's
current asset pool included these:

* Thirty-six whole loans ($421.9 million, 86.8%);

* Six CRE CDO tranches ($41.6 million, 8.6%);

* Three commercial mortgage-backed securities (CMBS) tranches
  ($20.6 million, 4.2%); and

* One credit tenant lease ($1.8 million, 0.4%).

Standard & Poor's reviewed and updated its credit estimates for
all of the nondefaulted loan assets.  S&P based the analyses on
its adjusted net cash flows, which S&P derived from the most
recent financial data provided by the collateral manager,
Prudential Mortgage Capital Co. LLC, and the trustee, Wells Fargo
Bank N.A., as well as market and valuation data from third-party
providers.

According to the trustee report, the transaction includes six
defaulted loan assets ($51.6 million, 10.6%).  Standard & Poor's
has estimated asset-specific recovery rates for the loan assets
reported as defaulted, which ranged from 52.9% to 81.7%.  S&P
based its recovery rates on the information from the collateral
manager, special servicer, and third-party data providers.  The
recovery rates for the CMBS collateral reflect the methodology S&P
outlined in "Recovery Rates For CMBS Collateral In
Resecuritization Transactions," published May 28, 2008.  The
defaulted loan assets are:

* The FPA Portfolio senior-interest loan ($14.0 million, 2.9%);

* The Bixby Tustin senior-interest loan ($10.9 million, 2.2%);

* The Holiday Inn Express senior-interest loan ($7.9 million,
  1.6%);

* The Hunter's Forest Apartments senior-interest loan
  ($7.2 million, 1.5%);

* The Desert Sands senior-interest loan ($6.2 million, 1.3%); and

* The Clarion Suites senior-interest loan ($5.3 million, 1.1%).

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

      Ratings Lowered And Removed From Creditwatch Negative

                     ROCK 1-CRE CDO 2006 Ltd.
                       Floating-rate notes

                            Rating
                            ------
          Class     To                   From
          -----     --                   ----
          A-1       BBB                  AAA/Watch Neg
          A-2       BB+                  AAA/Watch Neg
          B         BB+                  AA/Watch Neg
          C         BB                   A+/Watch Neg
          D         BB-                  A/Watch Neg
          E         B+                   A-/Watch Neg
          F         B+                   BBB+/Watch Neg
          G         B                    BBB/Watch Neg
          H         CCC+                 BBB-/Watch Neg
          J         CCC-                 BB+/Watch Neg
          K         CCC-                 BB/Watch Neg


SAINTS MEDICAL: Fitch Corrects Ratings; Shifts Watch to Evolving
----------------------------------------------------------------
Fitch Ratings has published a correction of a release issued on
June 2, 2010.  It removes the hospital's indication that CMS has
ruled out fraud or abuse.  CMS has made no such ruling to date.
Fitch Ratings revises the Rating Watch to Evolving from Positive
on this bond issue for Saints Medical Center:

  -- $51 million Massachusetts Health and Educational Facilities
     Authority revenue bonds, series 1993A.

Fitch placed Saints Medical Center's 'BB+' rating on Rating Watch
Positive in May 2009 due to a pending affiliation agreement with
Covenant Health System (revenue bonds rated 'A' by Fitch).  The
affiliation plan included an expectation that Saints' series 1993A
bonds would be refunded by Covenant Health System by the end of
2009.  The affiliation has been delayed due to potential technical
violations of federal Stark laws by Saints.  To resolve these
potential violations, Saints could be liable for a payment of up
to $14.5 million.  A payment of this magnitude would dramatically
affect Saints' financial position since the organization only
holds about $11.2 million of unrestricted cash and investments as
of Dec. 31, 2009.  Saints did self-report this violation to CMS,
and Saints management has indicated that it is in active
discussions with CMS to reach an appropriate outcome.

Fitch's revision of the Rating Watch to Evolving from Positive
reflects the potential that CHS will not finalize the affiliation
should the payment obligation be too onerous.  In that scenario, a
downgrade of Saints' rating would be likely.  CHS and Saints'
agreement to continue the affiliation process is extended
periodically by a vote of each organization.  The next vote to
extend the process of affiliation is on June 30, 2010.  The
potential for an upgrade remains if the affiliation is completed
and Saints' bonds are refunded by CHS.

Fitch plans to meet with Saints' management within the next few
months and, as additional information becomes available, Fitch
will take rating action at the appropriate time.

Saints Medical Center operates a 163-bed acute care hospital in
Lowell, MA, located about 30 miles northwest of Boston.  In fiscal
2009, total operating revenue was about $134 million.


SALTA HYDROCARBON: Fitch Affirms 'B' Rating on US$234 Mil. Notes
----------------------------------------------------------------
Fitch Ratings affirms Salta Hydrocarbon Royalty Trust's global
scale foreign currency rating for its US$234 million targeted
amortization notes at 'B'.  The Rating Outlook is Stable.

The bonds continue to amortize on schedule with the current
balance outstanding at $105.6 million.  Recent collection levels
have benefited from increasing gas prices and stable oil prices
that compensated the lower oil and gas production levels
registered in 2009.  In the last four years all the ratios are in
line with the targeted level ratios.

Although the production ratio of 0.94 (March 2010) is currently
above the trigger level of 0.90, production levels are projected
to decrease over the next few years.  If the trigger is breached
the Trustee will retain all excess collections which could be used
to early amortize the remaining notes.  This negative trend in
production levels is balanced by an expectation of increasing
domestic prices for Argentine oil and gas.  Additionally, coverage
levels were 2.25 times in March 2010 and the transaction benefits
from a six month debt liquidity reserve (US$6 million).

The majority of the transaction's legal documents are governed
under foreign law.  The transaction was structured as a true sale
and securitized certain future royalty payments due to the
province of Salta from the oil and gas companies.  The oil and gas
companies signed Notice and Acknowledgement contracts which
obligates them to make payments into the collection account.  In
accordance with the documents, the cash flows should be legally
protected under Argentine law.  While these protections exist, the
rating on this transaction has always anticipated a heightened
degree of political risk given the onshore nature of these cash
flows.

Fitch believes the risk of a potential restructuring has been
reduced over the past year as the province continues to receive
excess collections and has shown relatively good economic
performance.  Fitch does not believe the current administration
which will remain in power until at least December 2011 has any
intention of restructuring these notes.


SEMINOLE TRIBE: Moody's Reviews 'Ba1' Rating on Taxable Bonds
-------------------------------------------------------------
Moody's Investors Service placed the Seminole Tribe of Florida's
Baa3 Gaming Division Bonds and Ba1 taxable and tax-exempt Special
Obligation Bonds on review for possible downgrade.

The rating action is in response to the Tribe's receipt of a
Notice of Violation from the National Indian Gaming Commission
alleging that the Tribe is in violation of certain provisions of
the Indian Gaming Regulatory Act, NIGC regulations, and the
Tribe's gaming ordinance because it used net revenue realized from
its gaming operations for purposes other than those permitted by
the foregoing.  The NIGC has requested that the Tribe take certain
measures to correct the alleged violations within 60 days of the
date of the NOV.  Failure to resolve this issue could cause the
NIGC to impose monetary penalties in an amount up to $25,000 per
violation per day for any continuing violation, and could include
temporary or permanent closure of a gaming facility.

"Failure to resolve the violation within the designated period
would likely result in a downgrade," stated Keith Foley, Senior
Vice President at Moody's.  "A downgrade could also result if the
issue is resolved within the designated time period but Moody's
believes that this issue is indicative of broader corporate
governance concerns that are not consistent with an investment
grade rating," added Foley.

Ratings placed on review for possible downgrade:

  -- $1.1 billion term loan due 2014 at Baa3

  -- $280 million 6.535% 2005 series B due 2020 at Baa3

  -- $250 million 5.798% 2005 series A due 2013 at Baa3

  -- $240 million tax-exempt special obligation bonds 2007A due
     2022 to 2027 at Ba1

  -- $219 million taxable special obligation bonds due 2020 at Ba1

  -- $105 million taxable special obligation bonds 2008A due 2020
     at Ba1

The previous rating action for the Seminole Tribe of Florida
occurred on February 6, 2008, when Moody's assigned a Ba1 rating
to the Tribe's $105 million series 2008A taxable special
obligation bonds due 2020.  At that time, the Tribe's ratings and
stable outlook were affirmed.

The Seminole Tribe of Florida is a federally recognized Indian
tribe that owns and operates seven gaming and resort facilities
throughout southern and central Florida.  The Tribe also owns
Seminole Hard Rock Entertainment, Inc. which owns and operates
Hard Rock cafes located throughout North America, Europe, Asia,
Australia and the Caribbean.  The Tribe does not publicly disclose
financial information.


SHREVEPORT HOUSING: Moody's Downgrades Rating 1993A Bonds to 'Ba3'
------------------------------------------------------------------
Moody's Investors Service has downgraded the rating on $2,980,000
of outstanding Shreveport Housing Authority (Louisiana),
Multifamily Mortgage Revenue Refunding Bonds, Series 1993A (U.S.
Goodman Plaza - Section 8 Assistance Project) to Ba3 from Ba2.
The outlook on the rating remains negative.  This rating action is
based primarily upon low debt service coverage levels and a
decline in the property's REAC score.

Legal Security:

The bonds are secured by revenues derived from operations of U.S
Goodman Plaza, a 170-unit multifamily rental facility located in
Shreveport, Louisiana.  Pledged revenues include payments received
from a Housing Assistance Payment Contract with the Department of
Housing and Urban Development, as well as rental income from
tenants and other revenue from non-rental sources, such as
interest income.  The bonds are also secured by restricted funds
held by the Trustee, including a Debt Service Reserve Fund, a
Replacement Reserve Fund, and a Surplus Fund.

Strengths:

* Reserve Funds: Funds held for the benefit of bondholders and the
  property are well funded.  Fund balances provided by the Trustee
  in May 2010 show that the Debt Service Reserve Fund remains
  untapped and over-funded by approximately 10%, an important
  characteristic at this rating level.  The amount required to be
  in the Debt Service Reserve Fund is $412,000.  Fund balances
  also show that the Replacement Reserve Fund has an ample amount
  available for upcoming capital expenses.  Maintaining the
  property's physical condition is important to support occupancy
  levels and remain eligible for the Section 8 subsidy.  In
  addition, the Trustee holds a Surplus Fund with approximately
  70% of the amount currently in the Debt Service Reserve Fund.
  The Indenture instructs the Trustee to use funds available in
  the Surplus Fund before using the Debt Service Reserve Fund if
  there is an inadequate amount in the Bond Fund to pay debt
  service.

* Rent levels: The rent levels at Goodman Plaza are less than the
  Fair Market Rent levels of the Shreveport area for each
  apartment type available at the property.  The property's rent
  levels are approximately 16% below FMR.  Moody's views this as a
  credit strength because the property is eligible for annual
  rental rate increases under current HUD regulations, as well as
  the possibility of petitioning HUD for a larger, one-time rate
  increase to bring the property rent levels back in line with
  FMRs.  Petitioning HUD for such an increase is at the option of
  the property manager.

* Occupancy: Property management reports that the occupancy of
  Goodman Plaza was approximately 95% in May 2010.  Over the past
  five years, the property has consistently achieved high
  occupancy levels and has had a substantial waiting list of
  potential tenants.

Challenges:

* Debt service coverage: The debt service coverage levels for the
  property continue to be low and in-line with the Ba3 rating
  level.  Financial statements for fiscal year 2008 show debt
  service coverage of 0.20x.  This coverage ratio may include
  capital expenditures which, if one-time expenses, could increase
  the ratio, though not by an amount that would impact the rating
  on the bonds.  In fiscal year 2007, the coverage was 0.84x and
  in fiscal year 2006, the coverage was 0.52x.  Over the past four
  years, rental income has increased approximately 8% and
  operating expenses have remained relatively unchanged (aside
  from a large decline in operating expenses in 2006).  However,
  revenue from non-rental sources, such as interest income,
  accounts for approximately 10% of total revenue and has been
  volatile over the past four years.  Given the small size of the
  property, changes in non-operating revenue sources have an
  outsized impact on debt service coverage levels.

* REAC Score: HUD's Real Estate Assessment Center scored the
  property a 66c in July 2009.  This is a decline from a score of
  87a in May 2006 and an improvement from a score of 58c in March
  2005.  REAC scores are used by HUD to determine whether a
  Section 8 - assisted property is eligible to continue to receive
  HAP payments.  Even though funds are available in the property's
  Replacement Reserve Fund and approximately 52% of fiscal year
  2008 revenue was spent on property maintenance and operations,
  it remains to be seen whether Goodman Plaza can improve its REAC
  score to a level which does not jeopardize the continuation of
  HAP receipts.

* Small size leads to vulnerability: The small size of this
  project makes it vulnerable to sudden shocks.  Small reductions
  to revenue or increases in expenses lead to large debt service
  coverage changes.  The project does not generate enough margin
  to cover unexpected changes to its financial position.

                              Outlook

The outlook on the bonds is negative.  As coverage ratios remain
low, Moody's does not expect significant improvement to the
project's financial position in the near term.  Moody's expects
the shortfall between revenues and expenses to continue, which may
lead to taps on the debt service reserve fund.

                What could change the rating - UP?

  -- Several periods of substantial debt service coverage
     improvement

               What could change the rating - DOWN?

  -- Using Debt Service Reserve Fund moneys to pay debt service

Key Statistics

* Bond Maturity: 8/1/2019

* HAP Contract Maturity: 8/1/2018

* REAC Score (July 2009): 66c

* Debt Service Coverage Ratios: 0.20x (FY08)*; 0.84x (FY07); 0.52x
  (FY06)

* Note: FY08 ratio may include non-operating capital expenditures

* Occupancy (May 2010): 95%

* Average Rent as % of Average FMR: 84%

* Debt Service Reserve Fund (May 2010): $453,244

* Surplus Fund (May 2010): $302,132

* Replacement Reserve Fund (May 2010): $121,867

The last rating action with respect to Shreveport Housing
Authority, Multifamily Mortgage Revenue Refunding Bonds Series
1993A was on April 30, 2007, when a rating of Ba2 and a negative
outlook was assigned.


SIGNUM VERMILION: Moody's Withdraws Rating on Series 2007-01 Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has withdrawn its
rating on notes issued by Signum Vermilion Limited Series 2007-01,
a collateralized debt obligation transaction referencing a managed
portfolio of corporate entities.

  -- EUR 200,000,000 Notes due June 2017, Withdrawn; previously on
     July 31, 2009 Downgraded to B2.

The rating is withdrawn due to the cancellation of the notes
following repurchase by the issuer.


SOLSTICE ABS: Moody's Downgrades Ratings on Three Classes of Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of three classes of notes issued by Solstice ABS CBO II
Ltd. The notes affected by the rating actions are:

  -- US$237,000,000 Class A-1 First Priority Senior Secured
     Floating Rate Delayed Draw Notes due 2038, Downgraded to Ca;
     Previously on February 18, 2009 Downgraded to B2;

  -- US$96,000,000 Class A-2 First Priority Senior Secured
     Floating Rate Term Notes due 2038, Downgraded to Ca;
     Previously on February 18, 2009 Downgraded to B2;

  -- US$66,500,000 Class B Second Priority Senior Secured Floating
     Rate Notes Due 2038, Downgraded to C; Previously on
     February 18, 2009 Downgraded to Ca.

Solstice ABS CBO II Ltd. is a collateralized debt obligation
issuance backed primarily by a portfolio of structured finance
securities.  Residential Mortgage-Backed Securities originated
before 2005 comprise over 20% of the underlying portfolio.

According to Moody's, the rating downgrade actions are the result
of deterioration in the credit quality of the underlying
portfolio.  Such credit deterioration is observed through numerous
factors, including an increase in the weighted average rating
factor, failure of the coverage tests, and the number of assets
that are currently on review for possible downgrade.  The WARF has
increased from 3470 in February 2009 to 4480 in May 2010 and about
50% of the securities in the portfolio are rated Ca or C.  All the
OC tests are failing and have been deteriorating.  Additionally,
in April 2010, the Moody's ratings of approximately $12.5 million
of pre-2005 RMBS within the underlying portfolio were placed on
review for possible downgrade as a result of Moody's updated
expected loss projections for certain RMBS.

On October 26, 2009, as reported by the Trustee, an Event of
Default (EOD) was declared as described in Section 5.1(j) of the
Indenture dated May 9, 2002.  The EOD was caused due to the Class
A Overcollateralization Ratio falling below 101%.  The Cashflow
Swap Counterparty sent notice on November 4, 2009, of an
Additional Termination Event and requested termination payments
owed to it.  On November 6, 2009, the Class A-1 Note controlling
party waived the EOD and asserted that no termination payments
should be made and that the Cashflow Swap continues as though no
termination of it occurred.  The sequence of events caused a
conflict in claims of funds and the Trustee has filed an
interpleader with the United States District Court for the
Southern District of New York to determine the rightful claimant
of the funds.  Consequently, no payments of interest or principal
have been made to the noteholders since the November 9, 2009
payment date and will remain in escrow until the matter is
resolved.

Moody's explained that in arriving at the rating actions noted
above, the ratings of subprime, Alt-A and Option-ARM RMBS which
are currently on review for possible downgrade were stressed.  For
purposes of monitoring its ratings of SF CDOs with exposure to
pre-2005 vintage RMBS, Moody's considered the various factors
indicating continued negative performance that were described in
Moody's press releases dated April 8th for subprime, April 12th
for Option-ARM and April 13th for Alt-A.  Such seasoned deals will
have varying stress based on RMBS asset type.

For pre-2005 Alt-A, Aaa rated securities were stressed by four
notches, Aa rated securities by six notches, and A or Baa rated
securities by nine notches.  Pre-2005 Option-ARM securities
currently rated Aaa were stressed by two notches, Aa and A by six
notches, and Baa by nine notches.

For pre-2005 subprime, Aaa and Aa rated securities were stressed
by two notches, A rated securities were stressed by six notches,
and Baa rated securities were stressed by nine notches.

All subprime, Alt-A and Option-ARM RMBS securities which
originated prior to 2005, are currently rated Ba or below, and are
also currently on review for possible downgrade have been stressed
to Ca.

Moody's further explained that these stresses are based on a
preliminary sample analysis of deals from a given vintage and
asset type, and that they will be utilized in its SF CDO rating
analysis while subprime, Alt-A and Option-ARM securities remain on
review for downgrade.  Current public ratings will be used for
securities that have undergone an in depth review by Moody's RMBS
team, and that are no longer on review for downgrade.

Moody's continues to monitor this transaction using primarily the
methodology and its supplements for ABS CDOs as described in
Moody's Special Report below:

  -- Moody's Approach to Rating SF CDOs (August 2009)

In deriving its ratings, Moody's uses the collateral instrument's
current rating-based expected loss, Moody's recovery rate table,
and the original rating of the instrument along with its average
life to infer an unadjusted default probability.  In addition to
the quantitative factors that are explicitly modeled, qualitative
factors are part of rating committee considerations.  These
qualitative factors include the structural protections in each
transaction, the recent deal performance in the current market
environment, the legal environment, and specific documentation
features.  All information available to rating committees,
including macroeconomic forecasts, input from other Moody's
analytical groups, market factors, and judgments regarding the
nature and severity of credit stress on the transactions, may
influence the final rating decision.


STONY HILL: Moody's Upgrades Ratings on Two Classes to 'Ba1'
------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by Stony Hill CDO II:

  -- Class B-1 Floating Rate Senior Secured Notes Due 2012
     (current deferred interest balance of $71,088), Upgraded to
     Ba1; previously on March 5, 2003 Downgraded to B2;

  -- Class B-2 Fixed Rate Senior Secured Notes Due 2012 (current
     deferred interest balance of $2,518,831), Upgraded to Ba1;
     previously on March 5, 2003 Downgraded to B2.

According to Moody's, the rating actions taken on the notes are a
result of the substantial overcollateralization of the above notes
in conjunction with the improved credit quality of the underlying
bonds over the last year.  Based on the last trustee report, dated
April 30, 2010, three bond obligations (all maturing in 2011)
remain in the portfolio with a reported average rating of 1762
(corresponding to a Ba3 rating).  These bonds are distributed
across two industries and total $6.6 million collateralizing the
above mentioned notes of approximately $2.6 million.  In Moody's
assessment, the underlying credit quality of the remaining assets
and the amount of par overcollateralization of the Class B-1 and
Class B-2 notes are consistent with a Ba1 rating.  On the last
semi-annual payment date on February 10, 2010, the original
outstanding principal balance of the Class B-1 and Class B-2 notes
was reduced to $0 leaving outstanding the deferred interest
balances mentioned above.

Stony Hill CDO II, issued in November 1999, is a collateralized
bond obligation backed primarily by a portfolio of senior
unsecured bonds.


STRUCTURED ASSET: Moody's Cuts Ratings on Eight 2005-AR1 Tranches
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 8 tranches
from the Structured Asset Mortgage Investments II Trust 2005-AR1
transaction.

The collateral backing theis transaction consists primarily of
first-lien, adjustable-rate, Alt-A residential mortgage loans.
The actions are a result of the rapidly deteriorating performance
of Alt-A pools in conjunction with macroeconomic conditions that
remain under duress.  The actions reflect Moody's updated loss
expectations on Alt-A pools issued from 2005 to 2007.

To assess the rating implications of the updated loss levels on
Alt-A RMBS, each individual pool was run through a variety of
scenarios in the Structured Finance Workstation(R), the cash flow
model developed by Moody's Wall Street Analytics.  This individual
pool level analysis incorporates performance variances across the
different pools and the structural features of the transaction
including priorities of payment distribution among the different
tranches, average life of the tranches, current balances of the
tranches and future cash flows under expected and stressed
scenarios.  The scenarios include ninety-six different
combinations comprising of six loss levels, four loss timing
curves and four prepayment curves.  The volatility in losses
experienced by a tranche due to small increments in losses on the
underlying mortgage pool is taken into consideration when
assigning ratings.

Complete rating actions are:

Issuer: Structured Asset Mortgage Investments II Trust 2005-AR1

  -- Cl. A-1, Downgraded to A3; previously on Jan 14, 2010 Aa1
     Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Baa1; previously on Jan 14, 2010 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. X-1, Downgraded to A3; previously on Jan 14, 2010 Aa1
     Placed Under Review for Possible Downgrade

  -- Cl. X-2, Downgraded to Baa1; previously on Jan 14, 2010 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. M, Downgraded to B2; previously on Jan 14, 2010 Aa3
     Placed Under Review for Possible Downgrade

  -- Cl. B-1, Downgraded to Ca; previously on Jan 14, 2010 Baa3
     Placed Under Review for Possible Downgrade

  -- Cl. B-2, Downgraded to C; previously on Jan 14, 2010 B2
     Placed Under Review for Possible Downgrade

  -- Cl. B-3, Downgraded to C; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade


STRUCTURED ASSET: S&P Junks Rating on Class 1F Certificates
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
1F certificates to 'CCC' from 'AAA' from Structured Asset
Securities Corp. Trust 2007-5, a residential mortgage-backed
securities re-securitized real estate mortgage investment conduit
transaction, and removed it from CreditWatch negative.

The downgrade reflects S&P's view of the deterioration in
performance of the mortgage loans backing the underlying
certificates.  This performance deterioration is so severe that
the credit enhancement for SASC 2007-05 is insufficient to
maintain the previous rating on the re-REMIC class.

SASC 2007-05, which closed in May 2007, is collateralized by 21
underlying classes from four separate trusts.  However, S&P only
rated four of the underlying classes: class 2A1 from Lehman
Mortgage Trust 2007-3; class AP from Structured Asset Securities
Corp.'s series 2004-20; class AP from Structured Asset Securities
Corp.'s series 2005-1; and class AP from Structured Asset
Securities Corp. Mortgage Pass-Through Certificates Series 2005-5.

The performance of the loans securing the underlying trusts has
generally been deteriorating.  Table 1 shows the April 2010
underlying pool statistics for delinquent loans as a percentage of
the current pool balance, as well as current pool factors as a
percentage of the original pool balance, experienced cumulative
losses, and S&P's current projected losses as a percentage of the
original pool balance.

                              Table 1

                    Underlying Pool Statistics

                Class
                Current    Pool      Cum.      Proj.
Trust          rating)    Factor(%) Losses(%) Losses(%) Delq.(%)
-----          -------    --------- --------- --------- --------
LMT  2007-3    2A1 (CCC)    76.64    1.38     9.20      16.30
SASC 2004-20    AP (AAA)    47.96    0.18     1.54       5.82
SASC 2005-1     AP (BBB)    49.25    0.41     2.38       8.60
SASC 2005-5     AP (BB+)    58.08    0.60     2.56       8.54

Over the past two years S&P has revised its RMBS default and loss
assumptions, and consequently its projected losses, to reflect its
view of the continuing decline in mortgage loan performance and
the housing market.  The performance deterioration of most U.S.
RMBS has continued to outpace the market's expectation.

           Rating Lowered And Removed From Creditwatch

         Structured Asset Securities Corp. Trust 2007-5
                          Series 2007-5

                                    Rating
                                    ------
       Class    CUSIP         To             From
       -----    -----         --             ----
       1F       86363VAA9     CCC            AAA/Watch Neg


SUNTRUST ALTERNATIVE: Moody's Downgrades Ratings on Nine Tranches
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 9 tranches
and confirmed the ratings of 12 tranches from the SunTrust
Alternative Loan Trust, Series 2005-1F transaction.

The collateral backing this transaction consists primarily of
first-lien, fixed-rate, Alt-A residential mortgage loans.  The
actions are a result of the rapidly deteriorating performance of
Alt-A pools in conjunction with macroeconomic conditions that
remain under duress.  The actions reflect Moody's updated loss
expectations on Alt-A pools issued from 2005 to 2007.

To assess the rating implications of the updated loss levels on
Alt-A RMBS, each individual pool was run through a variety of
scenarios in the Structured Finance Workstation(R), the cash flow
model developed by Moody's Wall Street Analytics.  This individual
pool level analysis incorporates performance variances across the
different pools and the structural features of the transaction
including priorities of payment distribution among the different
tranches, average life of the tranches, current balances of the
tranches and future cash flows under expected and stressed
scenarios.  The scenarios include ninety-six different
combinations comprising of six loss levels, four loss timing
curves and four prepayment curves.  The volatility in losses
experienced by a tranche due to small increments in losses on the
underlying mortgage pool is taken into consideration when
assigning ratings.

Complete rating actions are:

Issuer: SunTrust Alternative Loan Trust, Series 2005-1F

  -- Cl. 1-A-1, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. 1-A-4, Downgraded to C; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Cl. 1-A-5, Confirmed at Ca; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Cl. 1-A-6, Confirmed at Ca; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Cl. 1-A-7, Confirmed at Ca; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Cl. 1-A-8, Downgraded to C; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Cl. 1-IO, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Confirmed at Caa2; previously on Jan 14, 2010 Caa2
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2, Confirmed at Caa2; previously on Jan 14, 2010 Caa2
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-4, Downgraded to C; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-5, Confirmed at Caa2; previously on Jan 14, 2010 Caa2
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-6, Confirmed at Caa2; previously on Jan 14, 2010 Caa2
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-7, Confirmed at Caa2; previously on Jan 14, 2010 Caa2
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-8, Confirmed at Caa2; previously on Jan 14, 2010 Caa2
     Placed Under Review for Possible Downgrade

  -- Cl. 3-A-1, Confirmed at Ca; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Cl. 4-A-1, Confirmed at Ca; previously on Jan 14, 2010 Ca
     Placed Under Review for Possible Downgrade

  -- Cl. CB-IO, Confirmed at Caa2; previously on Jan 14, 2010 Caa2
     Placed Under Review for Possible Downgrade

  -- Cl. X-PO, Downgraded to Caa3; previously on Jan 14, 2010 Caa2
     Placed Under Review for Possible Downgrade


TERWIN MORTGAGE: Moody's Downgrades Ratings on Two Tranches
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 2 tranches
and upgraded the rating of 1 tranche from 2 RMBS transactions,
backed by Alt-A loans, issued by Terwin.

The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, Alt-A residential mortgage
loans.  The actions are a result of the rapidly deteriorating
performance of Alt-A pools in conjunction with macroeconomic
conditions that remain under duress.  The actions reflect Moody's
updated loss expectations on Alt-A pools issued from 2005 to 2007.

To assess the rating implications of the updated loss levels on
Alt-A RMBS, each individual pool was run through a variety of
scenarios in the Structured Finance Workstation(R), the cash flow
model developed by Moody's Wall Street Analytics.  This individual
pool level analysis incorporates performance variances across the
different pools and the structural features of the transaction
including priorities of payment distribution among the different
tranches, average life of the tranches, current balances of the
tranches and future cash flows under expected and stressed
scenarios.  The scenarios include ninety-six different
combinations comprising of six loss levels, four loss timing
curves and four prepayment curves.  The volatility in losses
experienced by a tranche due to small increments in losses on the
underlying mortgage pool is taken into consideration when
assigning ratings.

Tranche AF-2 issued by Terwin Mortgage Trust, Series TMTS 2005-
12ALT is wrapped by Assured Guaranty Municipal Corporation rated
Aa3.  For securities insured by a financial guarantor, the rating
on the securities is the higher of (i) the guarantor's financial
strength rating and (ii) the current underlying rating (i.e.,
absent consideration of the guaranty) on the security.  The
principal methodology used in determining the underlying rating is
the same methodology for rating securities that do not have a
financial guaranty and is as described earlier.

Complete rating actions are:

Issuer: Terwin Mortgage Trust, Series TMTS 2005-12ALT

  -- Cl. AF-2, Upgraded to Aaa; previously on Feb 20, 2009
     Downgraded to Aa3

  -- Financial Guarantor: Assured Guaranty Municipal Corp. (Rating
     Confirmed at Aa3, Outlook Negative on 11/12/2009)

Issuer: Terwin Mortgage Trust, Series TMTS 2005-18ALT

  -- Cl. A-2, Downgraded to Caa2; previously on Jan 14, 2010 B3
     Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Caa3; previously on Jan 14, 2010 Caa2
     Placed Under Review for Possible Downgrade


TIAA STRUCTURED: Moody's Downgrades Ratings on Two Classes
----------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of two classes of Notes issued by TIAA Structured Finance
CDO II, Limited.  The classes of notes affected by the rating
action are these:

  -- US$225,000,000 Class A-1 Floating Rate Term Notes, Due 2038
     (current balance of $47,814,231), Downgraded to B2;
     previously on November 5, 2009 Downgraded to B1

  -- US$25,000,000 Class A-2 Floating Rate Term Notes, Due 2038
     (current balance $25,000,000), Downgraded to Ca; previously
     on March 26, 2009 Downgraded to Caa3

TIAA Structured Finance CDO II, Limited, is a collateralized debt
obligation issuance backed primarily by a portfolio of Residential
Mortgage-Backed Securities.  RMBS comprise approximately 58% of
the underlying portfolio of which the majority is from 2002-2004
vintages.

Moody's explained that in arriving at the rating actions noted
above, the ratings of subprime, Alt-A and Option-ARM RMBS which
are currently on review for possible downgrade were stressed.  For
purposes of monitoring its ratings of SF CDOs with exposure to
pre-2005 vintage RMBS, Moody's considered the various factors
indicating continued negative performance that were described in
Moody's press releases dated April 8th for subprime, April 12th
for Option-ARM and April 13th for Alt-A.  Such seasoned deals will
have varying stress based on RMBS asset type.

For pre-2005 Alt-A, Aaa rated securities were stressed by four
notches, Aa rated securities by six notches, and A or Baa rated
securities by nine notches.  Pre-2005 Option-ARM securities
currently rated Aaa were stressed by two notches, Aa and A by six
notches, and Baa by nine notches.

For pre-2005 subprime, Aaa and Aa rated securities were stressed
by two notches, A rated securities were stressed by six notches,
and Baa rated securities were stressed by nine notches.

All subprime, Alt-A and Option-ARM RMBS securities which
originated prior to 2005, are currently rated Ba or below, and are
also currently on review for possible downgrade have been stressed
to Ca.

Moody's further explained that these stresses are based on a
preliminary sample analysis of deals from a given vintage and
asset type, and that they will be utilized in its SF CDO rating
analysis while subprime, Alt-A and Option-ARM securities remain on
review for downgrade.  Current public ratings will be used for
securities that have undergone an in depth review by Moody's RMBS
team, and that are no longer on review for downgrade.

Moody's continues to monitor this transaction using primarily the
methodology and its supplements for ABS CDOs as described in
Moody's Special Report below:

  -- Moody's Approach to Rating SF CDOs (August 2009)

In deriving its ratings, Moody's uses the collateral instrument's
current rating-based expected loss, Moody's recovery rate table,
and the original rating of the instrument along with its average
life to infer an unadjusted default probability.  In addition to
the quantitative factors that are explicitly modeled, qualitative
factors are part of rating committee considerations.  These
qualitative factors include the structural protections in each
transaction, the recent deal performance in the current market
environment, the legal environment, and specific documentation
features.  All information available to rating committees,
including macroeconomic forecasts, input from other Moody's
analytical groups, market factors, and judgments regarding the
nature and severity of credit stress on the transactions, may
influence the final rating decision.


VALLEY HEALTH: S&P Downgrades Rating on 1996A Bonds to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'D' from 'C' on Valley Health System, Calif.'s series 1993
certificates of participation and series 1996A hospital revenue
bonds.  The outlook is not meaningful.

"The rating action reflects payment defaults on VHS's bonds and
COPs since S&P's last published report on April 24, 2009," said
Standard & Poor's credit analyst Kenneth Gacka.

VHS has been in bankruptcy since December 2007.  The
organization's plan of adjustment, approved by the bankruptcy
court in April 2010, entails the sale of essentially all of its
assets to Physicians for Healthy Hospitals, Inc. (PHH), a for-
profit organization made up of local doctors.  Management expects
the transaction will close no later than July 2010.

According to management, a portion of the proceeds would be
utilized to pay off VHS's outstanding bonds and COPs.

Valley Health System currently operates two acute-care hospitals
located about 100 miles southeast of Los Angeles: the flagship,
Hemet Valley, has 252 available beds and Menifee Valley has 84
beds.  VHS sold its third hospital, Moreno Valley Community
Hospital, to Kaiser Permanente in mid-2008 and used part of the
sale proceeds to retire related debt.  The two remaining hospitals
are strategically located with minimal immediate competition
roughly 30-50 miles away.  VHS also closed a skilled-nursing home
in late 2008.  As a local hospital district, VHS is also a
political subdivision of California, with operations governed by
seven board members elected by the voters of the district.


VERTICAL CDO: Moody's Downgrades Rating on Class A Notes to 'Ca'
----------------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
rating of one class of notes issued by Vertical CDO 2003-1, Ltd.
The notes affected by the rating action are:

* Class A Floating Rate Notes; Downgraded to Ca; Previously on
  April 2, 2009 Downgraded to Caa2.

Vertical CDO 2003-1, Ltd., is a collateralized debt obligation
issuance backed primarily by a portfolio of syntheic and cash
CLOs, ABS CDOs and Bank Trust Perferred CDOs.

According to Moody's, the rating downgrade action is the result of
deterioration in the credit quality of the underlying portfolio.
Such credit deterioration is observed through numerous factors,
including an increase in the weighted average rating factor and
failure of the additional tests in the transaction.  The WARF, as
reported by the trustee, has increased from 1699 in February 2009
to 2908 in April 2010.  Moody's observes that the Class A Notes
have not received a principal payment since the February 2008
payment date due to the failure of the Note Amortization Test
which when failing does not allow for principal proceeds to be
used to paydown the Class A notes.

Moody's continues to monitor this transaction using primarily the
methodology and its supplements for ABS CDOs as described in
Moody's Special Report below:

  -- Moody's Approach to Rating SF CDOs (August 2009)

In deriving its ratings, Moody's uses the collateral instrument's
current rating-based expected loss, Moody's recovery rate table,
and the original rating of the instrument along with its average
life to infer an unadjusted default probability.  In addition to
the quantitative factors that are explicitly modeled, qualitative
factors are part of rating committee considerations.  These
qualitative factors include the structural protections in each
transaction, the recent deal performance in the current market
environment, the legal environment, and specific documentation
features.  All information available to rating committees,
including macroeconomic forecasts, input from other Moody's
analytical groups, market factors, and judgments regarding the
nature and severity of credit stress on the transactions, may
influence the final rating decision.


WACHOVIA BANK: Moody's Reviews Ratings on 24 2007-C32 Certificates
------------------------------------------------------------------
Moody's Investors Service placed 24 classes of Wachovia Bank
Commercial Mortgage Trust Commercial Securities Pass-Through
Certificates, Series 2007-C32 on review for possible downgrade due
to higher expected losses for the pool resulting from anticipated
losses from specially serviced and highly leveraged watchlisted
loans.

The rating action is the result of Moody's on-going surveillance
of commercial mortgage backed securities transactions.

As of the May 17, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 0.3% to
$3.81 billion from $3.82 billion at securitization.  The
Certificates are collateralized by 143 mortgage loans ranging in
size from less than 1% to 11% of the pool, with the top ten loans
representing 46% of the pool.  The pool contains no defeased loans
or loans with investment grade underlying ratings.

Forty-eight loans, representing 32% 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 (formerly Commercial Mortgage Securities
Association) 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 since securitization,
resulting in an $1.0 million realized loss (53% loss severity).
Ten loans, representing 19% of the pool, are currently in special
servicing.  The largest specially serviced loan, which is also the
pool's largest loan, is the Beacon D.C. & Seattle Pool Loan
($414.0 million - 10.9%) and represents a pari passu interest in a
$2.7 billion first mortgage loan.  The loan is secured by 17
office properties located in Washington, Virginia and Washington,
D.C.  The properties range from 103,000 to 1.1 million square feet
and total 9.8 million square feet.  The loan was transferred to
special servicing in April 2010 and is current.

The second largest specially serviced loan is the Westin Casuarina
Resort & Spa - Cayman Islands Loan ($137.9 million -- 3.6% of the
pool), which is secured by a 343-room full service hotel located
along the middle of Seven Mile Beach in the heart of the primary
tourist area on Grand Cayman Island.  The loan was transferred to
special servicing in February 2010 due to imminent default and is
current due to a lockbox.  The remaining eight specially serviced
loans are secured by a mix of hospitality, multifamily, office,
retail and industrial properties.

Moody's rating action is:

  -- Class A-1A, $442,396,908, currently rated Aaa, on review for
     possible downgrade; previously assigned Aaa on 7/19/2007

  -- Class A-3, $948,589,000, currently rated Aaa, on review for
     possible downgrade; previously assigned Aaa on 7/19/2007

  -- Class A-4FL, $250,000,000, currently rated Aaa, on review for
     possible downgrade; previously assigned Aaa on 7/19/2007

  -- Class A-4M, $227,273,000, currently rated Aaa/P-1, on review
     for possible downgrade; previously assigned Aaa/P-1 on
     7/19/2007

  -- Class A-4MS, $22,727,000, currently rated Aaa, on review for
     possible downgrade; previously assigned Aaa on 7/19/2007

  -- Class A-MFL, $382,385,000, currently rated Aaa, on review for
     possible downgrade; previously assigned Aaa on 7/19/2007

  -- Class A-MM, $347,623,000, currently rated Aaa/P-1, on review
     for possible downgrade; previously assigned Aaa/P-1 on
     7/19/2007

  -- Class A-MMS, $34,762,000, currently rated Aaa, on review for
     possible downgrade; previously assigned Aaa on 7/19/2007

  -- Class A-J, $253,330,000, currently rated A2, on review for
     possible downgrade; previously downgraded to A2 from Aaa on
     2/11/2009

  -- Class B, $43,019,000, currently rated A3, on review for
     possible downgrade; previously downgraded to A3 from Aa1 on
     2/11/2009

  -- Class C, $47,798,000, currently rated Baa1, on review for
     possible downgrade; previously downgraded to Baa1 from Aa2 on
     2/11/2009

  -- Class D, $28,679,000, currently rated Baa2, on review for
     possible downgrade; previously downgraded to Baa2 from Aa3 on
     2/11/2009

  -- Class E, $28,679,000, currently rated Baa3, on review for
     possible downgrade; previously downgraded to Baa3 from A1 on
     2/11/2009

  -- Class F, $38,238,000, currently rated Ba1, on review for
     possible downgrade; previously downgraded to Ba1 from A2 on
     2/11/2009

  -- Class G, $43,018,000, currently rated Ba2, on review for
     possible downgrade; previously downgraded to Ba2 from A3 on
     2/11/2009

  -- Class H, $47,799,000, currently rated Ba3, on review for
     possible downgrade; previously downgraded to Ba3 from Baa1 on
     2/11/2009

  -- Class J, $52,578,000, currently rated B1, on review for
     possible downgrade; previously downgraded to B1 from Baa2 on
     2/11/2009

  -- Class K, $33,458,000, currently rated B3, on review for
     possible downgrade; previously downgraded to B3 from Baa3 on
     2/11/2009

  -- Class L, $19,120,000, currently rated Caa1, on review for
     possible downgrade; previously downgraded to Caa1 from Ba1 on
     2/11/2009

  -- Class M, $9,559,000, currently rated Caa1, on review for
     possible downgrade; previously downgraded to Caa1 from Ba2 on
     2/11/2009

  -- Class N, $14,340,000, currently rated Caa2, on review for
     possible downgrade; previously downgraded to Caa2 from Ba3 on
     2/11/2009

  -- Class O, $9,559,000, currently rated Caa2, on review for
     possible downgrade; previously downgraded to Caa2 from B1 on
     2/11/2009

  -- Class P, $9,560,000, currently rated Caa3, on review for
     possible downgrade; previously downgraded to Caa3 from B2 on
     2/11/2009

  -- Class Q, $9,560,000, currently rated Caa3, on review for
     possible downgrade; previously downgraded to Caa3 from B3 on
     2/11/2009


ZAIS INVESTMENT: Moody's Downgrades Ratings on Four Classes
-----------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of four classes of notes issued by ZAIS Investment Grade
Limited V.  The notes affected by the rating action are:

  -- US$285,000,000 Class A-1 Senior Secured Floating Rate Notes
     (current balance of $238,345,269), Downgraded to Caa2;
     previously on July 14, 2009, Downgraded to Ba2 and Remained
     On Review for Possible Downgrade;

  -- US$25,000,000 Class A-2 Senior Secured Fixed Rate Notes,
     Downgraded to C; previously on July 14, 2009, Downgraded to
     Caa1 and Remained On Review for Possible Downgrade;

  -- US$37,000,000 Class B-1 Senior Secured Floating Rate Notes,
     Downgraded to C; previously on July 14, 2009, Downgraded to
     Ca;

  -- US$14,000,000 Class B-2 Senior Secured Fixed Rate Notes,
     Downgraded to C; previously on July 14, 2009, Downgraded to
     Ca.

ZAIS Investment Grade Limited V, issued on December 19, 2002, is a
collateralized debt obligation backed primarily by a portfolio of
collateralized loan obligations.  CLOs comprise approximately 90%
of the portfolio, of which the majority are from the 2003-2006
vintages.

According to Moody's, the rating downgrade actions are the result
of deterioration in the credit quality of the underlying
portfolio.  Such credit deterioration is observed through numerous
factors, including a decline in the average credit rating of the
portfolio (as measured by an increase in the weighted average
rating factor), an increase in the dollar amount of defaulted
securities, and failure of the coverage tests.  In particular, the
weighted average rating factor, as reported by the trustee, has
increased from 3671 in June 2009 to 4654 in May 2010.  During the
same time, the dollar amount of defaulted securities increased
from $49.2 million to $90.1 million, and the Class A
overcollateralization ratio decreased from 71.34% to 64.66%.  In
addition, the Class A-2, B-1 and B-2 Notes are currently not
receiving any interest.

Moody's continues to monitor this transaction using primarily the
methodology and its supplements for ABS CDOs as described in
Moody's Special Report below:

  -- Moody's Approach to Rating SF CDOs (August 2009)

In deriving its ratings, Moody's uses the collateral instrument's
current rating-based expected loss, Moody's recovery rate table,
and the original rating of the instrument along with its average
life to infer an unadjusted default probability.  In addition to
the quantitative factors that are explicitly modeled, qualitative
factors are part of rating committee considerations.  These
qualitative factors include the structural protections in each
transaction, the recent deal performance in the current market
environment, the legal environment, and specific documentation
features.  All information available to rating committees,
including macroeconomic forecasts, input from other Moody's
analytical groups, market factors, and judgments regarding the
nature and severity of credit stress on the transactions, may
influence the final rating decision.


* Fitch Downgrades Ratings on 35 Bonds in 27 CMBS Deals to 'D'
--------------------------------------------------------------
Fitch Ratings has downgraded 35 bonds in 27 commercial mortgage-
backed securities transactions to 'D' indicating that the bonds
have incurred a principal write-down.  The bonds being downgraded
to 'D' as part of this review were all previously rated 'CCC',
'CC' or 'C' indicating that a default was expected.  The action is
limited to just the bonds with write-downs.  The remaining bonds
in these transactions have not been analyzed as part of this
review.

Fitch downgrades the bonds to 'D' as part of its ongoing
surveillance process and will continue to monitor these
transactions for additional defaults.

The spreadsheet also details Fitch's assignment of Recovery
Ratings to the transactions.  The Recovery Rating scale is based
upon the expected relative recovery characteristics of an
obligation.  For structured finance, Recovery Ratings are designed
to estimate recoveries on a forward-looking basis while taking
into account the time value of money.


* Fitch Takes Various Rating Actions on 21 RMBS NIM Classes
-----------------------------------------------------------
Fitch Ratings has taken various rating actions on 21 classes of
U.S. RMBS Net Interest Margin classes.  These actions include the
affirmation of ratings on seven classes rated 'C/RR6' and the
withdrawal of ratings on eight classes previously rated 'C/RR6'.

In addition to the above actions, Fitch has downgraded classes N-2
(CUSIP 23304KAB6) and N-3 (23304KAC4) from Deutsche Alt-A
Securities Inc.  2007-OA3N to 'C/RR6' from 'B' and 'CCC/RR1',
respectively.  Fitch has also revised the Recovery Ratings to
'C/RR6' from 'C/RR1' on classes N1 (05524LAA7), N2 (05524LAC3), N3
(05524LAE9) and N4 (05524LAG4) of Banc of America Funding Corp.
2007-NIM8.  These six ratings are also being withdrawn.

A spreadsheet detailing Fitch's rating actions on the affected
transactions can be found at 'www.fitchratings.com' by performing
a title search for 'U.S. RMBS NIM Rating Actions for June 8,
2010'.

All of the rating withdrawals, including the two classes being
downgraded and the four being revised, are due to reduced market
interest in the affected classes.  These NIM classes generally
have not received any cash flow for at least six months, with
little or no further cash flow likely.  The RMBS transactions
underlying the affected NIM classes generally lack any
overcollateralization and are experiencing principal writedowns in
the subordinate classes.  Fitch does not expect the underlying
transactions to release any further excess cash flow to the NIM
classes.  The NIM transactions are generally ultimate-pay
structures.  As such, credit defaults as evidenced by principal
writedowns typically cannot occur until the maturity date of the
underlying transaction, which is often 30 years from the closing
date.

The classes being affirmed are generally still receiving limited
interest payments.  The transactions underlying these classes
still have some amount of OC.

NIMs are securities backed by the excess cash flow that would
otherwise go to the residual holder of an RMBS transaction.
Excess cash flow occurs due to a higher weighted average coupon of
the mortgage loans than the mortgage bonds.  The excess cash flow
is generally allowed to be distributed to the NIM classes when the
underlying transaction's OC amount is at or above a specified
target amount.  In addition to excess cash flow, prepayment
penalty cash flows and interest rate derivative cash flows are
also often pledged to the NIM classes.


* Moody's Affirms Rating on Three Housing Finance Agency Deals
--------------------------------------------------------------
Moody's has affirmed the rating on these 3 housing finance agency
multifamily transactions.  This action affects approximately
$18.7 million in outstanding debt.  These transactions are secured
by a mortgage that is guaranteed by credit enhancement from GNMA.
The rating affirmations follow a review of each transactions
projected debt service sufficiency and asset to liability ratio
assuming no reinvestment earnings.

1. $1,510,000 of Evansville (City of), IN. Multifamily Housing
   Revenue Bonds (GNMA Collateralized Mortgage Loan - Village
   Community Partners III, LP Project), Series 2001.  Affirmed
   Baa1.  Last rated on 11/25/2009 when the rating was downgraded
   to Baa1.

2. $824,000 of Evansville (City of), IN Multifamily Housing
   Revenue Bonds (GNMA Collateralized Mortgage Loan - Vann Park
   Apartments, Phase IV Project), Series 2001.  Affirmed Ba1.
   Last rated on 11/25/2009 when the rating was downgraded to Ba1.

3. $16,372,000 of Indianapolis (City of), IN Multifamily Housing
   Revenue Bonds (GNMA Collateralized Mortgage Loan - Braeburn
   Village Apartments), Series 2001A.  Affirmed A2.  Last rated on
   11/25/2009 when the rating was downgraded to A2.


* Moody's Downgrades Ratings on 10 Tranches From Six US SF CDOs
---------------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of 10 tranches contained within 6 US Structured Finance
CDOs.  The tranches affected by the actions are from CDOs that
have experienced an Event of Default and in each case the Trustee
has been directed to liquidate the collateral as a post-event-of-
default remedy.  Moody's has been notified by the respective
Trustee in each of these cases that a final distribution of
liquidation proceeds has taken place (except for retention of a
small amount of residual funds in certain cases).

The rating actions taken reflect the final liquidation
distribution and changes in severity of loss associated with the
downgraded tranches.

Klio II Funding, Ltd.

* Refunding Notes Class F, Downgraded to Ca, previously on
  2/26/2010 Downgraded to Caa2

Blue Bell Funding, Ltd

* CP Notes, Downgraded to Ca, previously on 2/25/2010 Downgraded
  to Caa2

Grenadier Funding, Limited

* Funding Notes, Downgraded to Ca, previously on 2/28/2010
  Downgraded to Caa2

* Class A-1 Floating Rate Senior Subordinate Secured Notes,
  Downgraded to C, previously on 2/28/2010 Downgraded to Ca

* Class A-2 Floating Rate Subordinate Secured Notes, Downgraded to
  C, previously on 2/28/2010 Downgraded to Ca

* Class B Floating Rate Junior Subordinate Secured Notes,
  Downgraded to C, previously on 2/28/2010 Downgraded to Ca

MCKINLEY FUNDING, LTD.

* ABCP Notes/Funding Notes, Downgraded to Ca, previously on
  3/29/2010 Downgraded to Caa1

ACA ABS CDO 2006-2, Limited

* US$460,000,000 Class A-1LA Floating Rate Notes Due January 2047,
  Downgraded to C, previously on 12/30/2009 Downgraded to Ca

* US$102,000,000 Class A-1LB Floating Rate Notes Due January 2047,
  Downgraded to C, previously on 12/30/2009 Downgraded to Ca

E*Trade VI ABS CDO VI, Ltd.

* US$260,000,000 Class A-1S Variable Funding Senior Secured
  Floating Rate Notes Due 2047, Downgraded to C, previously on
  11/30/2009 Downgraded to Ca

The rating actions taken reflect the changes in severity of loss
associated with certain tranches and reflect the final liquidation
distribution.


* Moody's Reviews Ratings on 10 Bonds From Seven Resecuritizations
------------------------------------------------------------------
Moody's Investors Service has placed the ratings of ten bonds from
seven RMBS resecuritization deals issued in 2009 on review for
possible downgrade due to deterioration in the performance of the
pool of mortgages backing the underlying certificates of these
transactions.

Moody's watch listing actions on the certificates issued by the
resecuritization transactions are based on:

  (i) The loss estimates on the pool of loans backing the
      underlying certificates are expected to increase
      significantly.

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

(iii) The structure of the resecuritization transaction groups.
      In all cases the resecuritization transaction issued senior
      classes and subordinate classes of certificates.

Moody's expect to resolve the review of the resecurtized bonds
subsequent to updating the losses on pool of mortgages backing the
underlying certificates and the ratings on the underlying
certificates.  In order to determine the ratings of the
resecuritized bonds, the recoveries on the underlying certificates
will be ascribed to the resecuritized classes according to the
structure of the resecuritized transaction.  The losses on the
underlying certificates are allocated "bottom up" with the
subordinate class taking losses ahead of the senior class.
Principal payments to the underlying certificates are allocated
sequentially, with the senior class being paid ahead of the
subordinate class.

Issuer: J.P. Morgan Resecuritization Trust, Series 2009-5

  -- Cl. 4-A-1, A3 Placed Under Review for Possible Downgrade;
     previously on Jun 30, 2009 Assigned A3

  -- Underlying Certificate: Cl. A-2A issued by Specialty
     Underwriting and Residential Finance Trust, Series 2007-BC2
     (Current rating of Cl. A-2A is Ba3 Placed Under Review for
     Possible Dowgrade; previously on March 17,2009 Assigned Ba3)

Issuer: RBSSP Resecuritization Trust 2009-8

  -- Cl. 4-A1, Aa1 Placed Under Review for Possible Downgrade;
     previously on Jul 31, 2009 Assigned Aa1

  -- Underlying Certificate: Cl. A-1 issued by Asset Backed
     Funding Corporation Asset-Backed Certificates 2007-NC1
     (Current rating of Cl. A-1 is B3; previously on Jan 13, 2010
     Assigned Ba1 Placed Under Review for Possible Downgrade)

Issuer: Citigroup Mortgage Loan Trust 2009-7, Resecuritization
Trust Certificates, Series 2009-7

  -- Cl. 1A1, Baa1 Placed Under Review for Possible Downgrade;
     previously on Jul 31, 2009 Assigned Baa1

  -- Cl. 1A2, Ca Placed Under Review for Possible Downgrade;
     previously on Jul 31, 2009 Assigned Ca

  -- Underlying Certificate: Cl. A-1 issued by HSI Asset
     Securitization Corporation Trust 2007-NC1 (Current rating of
     Cl. A-1 is B2 Placed Under Review for Possible Dowgrade;
     previously on March 19, 2009 Assigned B2)

  -- Cl. 5A1, Aaa Placed Under Review for Possible Downgrade;
     previously on Jul 31, 2009 Assigned Aaa

  -- Underlying Certificate : Cl. A-2 issued by CWALT, Inc.
     Mortgage Pass-Through Certificates, Series 2005-60T1 (Current
     rating of Cl. A-2 is Ba1 Placed Under Review for Possible
     Dowgrade; previously on Feb 4, 2009 Assigned Ba1)

Issuer: BCAP LLC 2009-RR6 Trust

  -- Cl. II-A1, Aaa Placed Under Review for Possible Downgrade;
     previously on Aug 17, 2009 Assigned Aaa

  -- Cl. II-A3, Aaa Placed Under Review for Possible Downgrade;
     previously on Aug 17, 2009 Assigned Aaa

  -- Underlying Certificate: Cl. III-A-1 issued by Bear Stearns
     ARM Trust Mortgage Pass-Through Certificates, Series 2005-4
     (Current rating of Cl. III-A-1 is Baa3 Placed Under Review
     for Possible Dowgrade; previously on June 17, 2009 Assigned
     Baa3)

Issuer: CSMC Series 2009-13R

  -- Cl. 5-A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on Oct 4, 2009 Assigned Aaa

  -- Underlying Certificate: Cl. M-1 issued by First Franklin
     Mortgage Loan Trust 2004-FF11 (Current rating of Cl. M-1 is
     Aa1 Placed Under Review for Possible Dowgrade; previously on
     Feb 16, 2005 Assigned Aa1)

Issuer: RBSSP Resecuritization Trust 2009-10

  -- Cl. 8-A1, Aa2 Placed Under Review for Possible Downgrade;
     previously on Sep 30, 2009 Assigned Aa2

  -- Underlying Certificate: Cl. A-4 issued by J.P.  Morgan
     Mortgage Acquisition Corp. 2006-CW1 (Current rating of Cl. A-
     4 is Ba1 Placed Under Review for Possible Dowgrade;
     previously on March 24, 2009 Assigned Ba1)

Issuer: RBSSP Resecuritization Trust 2009-9

  -- Cl. 2-A1, Aaa Placed Under Review for Possible Downgrade;
     previously on Aug 31, 2009 Assigned Aaa

  -- Underlying Certificate: Cl. A-2b issued by New Century Home
     Equity Loan Trust 2006-2 (Current rating of Cl. A-2b is B3
     Placed Under Review for Possible Dowgrade; previously on
     March 13, 2009 Assigned B3)


* S&P Affirms Ratings on 25 Classes of Series 2009-2R Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 25
classes from the CSMC Series 2009-2R, a resecuritized real estate
mortgage investment conduit residential mortgage-backed securities
transaction and removed 11 of the ratings from CreditWatch
negative.

The affirmations reflect S&P's view of the credit enhancement
available to the underlying certificates, which S&P believes is
sufficient to maintain the current ratings on the re-REMIC
classes.  In addition, certain re-REMIC classes may also benefit
from support provided by subordinate classes within the re-REMIC
transaction.

When performing S&P's analysis on the re-REMIC classes, S&P
applied its loss projections to the underlying collateral in order
to identify the magnitude of losses that S&P believes could be
passed-through to the applicable re-REMIC classes.  Generally,
S&P's projected losses depend on the related underlying collateral
type.  S&P then stressed these loss projections at various rating
categories in order to assess whether the re-REMIC classes could
withstand such stressed losses associated with their ratings.  The
ratings on the class 4-A-2, 5-A-2, and 7-A-2 certificates address
only the expected return of the principal amount.

Generally, the underlying collateral consists of 2005-2007 vintage
prime, subprime, and Alternative-A mortgage loans.  These vintages
have displayed what S&P considers to be substantial performance
decline in recent years.  As a result, over the past several years
S&P has revised its RMBS default and loss assumptions, and
consequently its projected losses, to reflect its view of the
continuing decline in mortgage loan performance.  The performance
deterioration of most U.S. RMBS has continued to outpace the
market's expectations.

     Ratings Affirmed And Removed From Creditwatch Negative

                       CSMC Series 2009-2R
                        Series    2009-2R

                                     Rating
                                     ------
    Class      CUSIP         To                   From
    -----      -----         --                   ----
    1-A-17     22944FBJ7     AAA                  AAA/Watch Neg
    1-A-10     22944FAU3     AAA                  AAA/Watch Neg
    4-A-2      22944FCL1     AAA                  AAA/Watch Neg
    1-A-4      22944FAG4     AAA                  AAA/Watch Neg
    1-A-16     22944FBG3     AAA                  AAA/Watch Neg
    1-A-8      22944FAQ2     AAA                  AAA/Watch Neg
    7-A-2      22944FCY3     AAA                  AAA/Watch Neg
    1-A-6      22944FAL3     AAA                  AAA/Watch Neg
    5-A-2      22944FCQ0     B                    B/Watch Neg
    1-A-18     22944FBL2     AAA                  AAA/Watch Neg
    1-A-14     22944FBC2     AAA                  AAA/Watch Neg

                         Ratings Affirmed

                       CSMC Series 2009-2R
                        Series    2009-2R

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1-A-9      22944FAS8     AAA
                 1-A-5      22944FAJ8     AAA
                 1-A-11     22944FAW9     AAA
                 7-A-1      22944FCW7     AAA
                 1-A-7      22944FAN9     AAA
                 1-A-13     22944FBA6     AAA
                 1-A-3      22944FAE9     AAA
                 1-A-2      22944FAC3     AAA
                 4-A-1      22944FCJ6     AAA
                 1-A-15     22944FBE8     AAA
                 1-A-12     22944FAY5     AAA
                 5-A-1      22944FCN7     AAA
                 5-R        22944FDR7     AAA
                 7-R        22944FDT3     AAA


* S&P Downgrades Ratings on 15 Certs. From Six Re-Remic RMBS
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 15
classes of certificates from six re-securitized real estate
mortgage investment conduit residential mortgage-backed securities
transactions, and removed two of these ratings from CreditWatch
with negative implications.  S&P did not lower its ratings on any
of the "first in payment priority" classes in the affected
transactions.  Concurrently, S&P affirmed its ratings on 78
classes from the transactions with downgraded ratings and seven
additional transactions, and removed 11 of these ratings from
CreditWatch negative.

The downgrades reflect S&P's assessment of the significant
deterioration in performance of the loans backing the underlying
certificates.  As a result of this performance deterioration, the
downgraded classes were unable to maintain their previous ratings
at the applicable rating stresses.  The affirmations reflect S&P's
assessment of the credit enhancement available to the underlying
certificates, which in S&P's opinion is sufficient to maintain the
ratings on the re-REMIC classes.  In addition, certain re-REMIC
classes may also benefit from support provided by subordinate
classes within the re-REMIC transaction.

When performing S&P's analysis on the re-REMIC classes, S&P
applied its loss projections to the underlying collateral in order
to identify the magnitude of losses that S&P believes could be
passed-through to the applicable re-REMIC classes.  Generally,
S&P's projected losses depend on the related underlying collateral
type.  S&P then stressed these loss projections at various rating
categories in order to assess whether the re-REMIC classes could
withstand such stressed losses associated with their ratings.

Generally, the underlying collateral that backs the applicable
classes that contribute to the re-REMICs consists of 2005-2007
vintage prime, subprime, and alternative-A mortgage loans.  These
vintages have displayed what S&P considers to be substantial
performance decline in recent years.  As a result, over the past
several years S&P has revised its RMBS default and loss
assumptions, and consequently its projected losses, to reflect its
view of the continuing decline in mortgage loan performance.  The
performance deterioration of most U.S. RMBS has continued to
outpace the market's expectation.

                          Rating Actions

               Citigroup Mortgage Loan Trust 2009-1
                        Series      2009-1

                                       Rating
                                       ------
      Class      CUSIP         To                   From
      -----      -----         --                   ----
      3A2B       17314UAV0     BB                   BBB

                 GSMSC Pass-Through Trust 2009-5R
                       Series      2009-5R

                                       Rating
                                       ------
      Class      CUSIP         To                   From
      -----      -----         --                   ----
      1A-2       36190BAB5     CCC                  AA

        J.P. Morgan Resecuritization Trust, Series 2009-10
                       Series      2009-10

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   3-A-2      46634AAX2     BBB+                 A/Watch Neg

        J.P. Morgan Resecuritization Trust, Series 2009-4
                        Series      2009-4

                                       Rating
                                       ------
      Class      CUSIP         To                   From
      -----      -----         --                   ----
      1-A-2      46633JAB2     A-                   AAA

            Jefferies Resecuritization Trust 2009-R1
                       Series      2009-R1

                                       Rating
                                       ------
      Class      CUSIP         To                   From
      -----      -----         --                   ----
      1-A4       47232CBA1     BB+                  AAA
      4-A2       47232CAH7     CCC                  AAA
      4-A5       47232CAU8     CCC                  AAA
      2-A2       47232CAD6     CCC                  BB
      3-A2       47232CAF1     CCC                  AAA
      1-A2       47232CAB0     BB+                  AAA
      2-A5       47232CAN4     CCC                  BB
      5-A6       47232CAY0     CCC                  AAA
      3-A5       47232CAR5     CCC                  AAA
      5-A2       47232CAK0     CCC                  AAA

               RBSSP Resecuritization Trust 2009-13
                       Series      2009-13

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   3-A1       74928GAK4     AAA                  AAA/Watch Neg
   9-A1       74928GBB3     AAA                  AAA/Watch Neg
   5-A1       74928GAR9     A                    A/Watch Neg
   10-A1      74928GBD9     AA                   AA/Watch Neg
   4-A4       74928GAQ1     AAA                  AAA/Watch Neg
   4-A1       74928GAM0     AAA                  AAA/Watch Neg
   9-A2       74928GBC1     B                    B/Watch Neg
   8-A1       74928GAZ1     BBB                  BBB/Watch Neg
   4-A2       74928GAN8     CCC                  B/Watch Neg
   2-A2       74928GAJ7     BB                   BB/Watch Neg
   2-A1       74928GAH1     AAA                  AAA/Watch Neg
   11-A1      74928GBK3     AA                   AA/Watch Neg

                         Ratings Affirmed

              Banc of America Funding 2009-R10 Trust
                       Series      2009-R10

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        05955JAA0     AAA

                           BCAP 2009-RR3
                       Series      2009-RR3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  II-A-1     05531XAD6     AAA

               Citigroup Mortgage Loan Trust 2009-1
                        Series      2009-1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  2A2A       17314UAM0     BBB-
                  3A2        17314UAR9     CCC
                  3A2A       17314UAU2     BBB
                  2A2        17314UAJ7     CCC
                  2A2C       17314UAP3     CCC
                  1A2B       17314UAF5     BB-
                  1A2C       17314UAG3     CCC
                  1A2A       17314UAE8     BB-
                  1A2        17314UAB4     CCC
                  2A2B       17314UAN8     B

               Citigroup Mortgage Loan Trust 2009-7
                        Series      2009-7

                  Class      CUSIP         Rating
                  -----      -----         ------
                  4A1        17315MAG0     AAA
                  4A2        17315MAH8     AAA

         Deutsche Mortgage Securities, Inc. Mortgage Loan
                      Resecuritization Trust
                       Series      2009-RS1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A3         251568AC5     CCC
                  A2         251568AB7     AAA
                  A1         251568AA9     AAA

                 GSMSC Pass-Through Trust 2009-5R
                       Series      2009-5R

                  Class      CUSIP         Rating
                  -----      -----         ------
                  4A-1       36190BAG4     AAA
                  1A-1       36190BAA7     AAA

        J.P. Morgan Resecuritization Trust, Series 2009-1
                        Series      2009-1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-9        46633CAJ0     AAA
                  A-4        46633CAD3     AAA
                  A-2        46633CAB7     CCC
                  A-8        46633CAH4     AAA
                  A-5        46633CAE1     AAA
                  A-6        46633CAF8     AAA
                  A-3        46633CAC5     AAA
                  A-1        46633CAA9     AAA
                  A-10       46633CAK7     AAA
                  A-7        46633CAG6     AAA

        J.P. Morgan Resecuritization Trust, Series 2009-10
                       Series      2009-10

                  Class      CUSIP         Rating
                  -----      -----         ------
                  3-A-6      46634ABB9     AAA
                  3-A-5      46634ABA1     AAA
                  3-A-3      46634AAY0     AAA
                  3-A-8      46634ABD5     AAA
                  3-A-10     46634ABF0     AAA
                  3-A-1      46634AAW4     AAA
                  3-A-4      46634AAZ7     AAA
                  3-A-9      46634ABE3     AAA
                  3-A-7      46634ABC7     AAA

        J.P. Morgan Resecuritization Trust, Series 2009-3
                        Series      2009-3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A-2      46633HAB6     AAA
                  2-A-2      46633HAD2     B
                  1-A-1      46633HAA8     AAA
                  2-A-1      46633HAC4     AAA

         J.P. Morgan Resecuritization Trust, Series 2009-4
                        Series      2009-4

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A-1      46633JAA4     AAA

              Jefferies Resecuritization Trust 2009-R1
                       Series      2009-R1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  2-A3       47232CAL8     BB
                  4-A3       47232CAS3     AAA
                  4-A1       47232CAG9     AAA
                  5-A5       47232CAX2     AAA
                  5-A3       47232CAV6     AAA
                  2-A1       47232CAC8     AAA
                  3-A1       47232CAE4     AAA
                  4-A4       47232CAT1     AAA
                  3-A4       47232CAQ7     AAA
                  1-A3       47232CAZ7     AAA
                  2-A4       47232CAM6     BB
                  5-A1       47232CAJ3     AAA
                  3-A3       47232CAP9     AAA
                  1-A1       47232CAA2     AAA
                  5-A4       47232CAW4     AAA

              Jefferies Resecuritization Trust 2009-R6
                       Series      2009-R6

                  Class      CUSIP         Rating
                  -----      -----         ------
                  4-A3       47232YAU0     AAA
                  4-A1       47232YAS5     AAA
                  4-A2       47232YAT3     AAA
                  4-A4       47232YAV8     AAA

               RBSSP Resecuritization Trust 2009-13
                       Series      2009-13

                  Class      CUSIP         Rating
                  -----      -----         ------
                  11-A5      74928GBP2     A
                  4-A3       74928GAP3     AAA
                  10-A3      74928GBF4     AAA
                  11-A3      74928GBM9     AAA
                  10-A5      74928GBH0     A


* S&P Downgrades Ratings on 18 Tranches From Eight CDO Deals
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 18
tranches from eight U.S. cash flow and hybrid collateralized debt
obligation transactions.  At the same time, S&P removed nine of
the lowered ratings from CreditWatch with negative implications.
Additionally, S&P placed three of the lowered ratings on
CreditWatch negative, and two lowered ratings remain on
CreditWatch negative.  S&P placed two additional tranches from one
of the affected transactions on CreditWatch negative.  S&P
affirmed its ratings on 41 other tranches from nine transactions
and removed one of them from CreditWatch negative.

The CDO downgrades reflect a number of factors, including credit
deterioration and S&P's negative rating actions on underlying U.S.
subprime residential mortgage-backed securities.  S&P's ratings on
CreditWatch primarily affect transactions for which a significant
portion of the collateral assets currently have ratings on
CreditWatch with negative implications or that have significant
exposure to assets rated in the 'CCC' category.

The 18 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $3.357 billion.  Six of the eight affected
transactions are mezzanine structured finance CDOs of asset-backed
securities, which are collateralized in large part by mezzanine
tranches of RMBS and other SF securities.  The other two affected
transactions are high-grade SF CDOs of ABS that were
collateralized at origination primarily by 'AAA' through 'A' rated
tranches of RMBS and other SF securities.

The affirmations reflect current credit support levels that S&P
believes are sufficient to maintain the current ratings.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                 Rating And Creditwatch Actions

                                       Rating
                                       ------
    Transaction            Class  To             From
    -----------            -----  --             ----
    ACA ABS 2002-1 Ltd.    B      CCC-           CCC
    Altius III Funding     A1b1F  CCC-           B-/Watch Neg
    Altius III Funding     S      B+             BBB-/Watch Neg
    C-Bass CBO IV Ltd.     B-1    A+/Watch Neg   A+
    C-Bass CBO IV Ltd.     B-2    A+/Watch Neg   A+
    C-Bass CBO IV Ltd.     C      BB+/Watch Neg  BBB+
    C-Bass CBO IV Ltd.     D-1    CC             CCC
    C-Bass CBO IV Ltd.     D-2    CC             CCC
    C-Bass CBO X Ltd.      A      A/Watch Neg    AAA
    C-Bass CBO X Ltd.      B      B+/Watch Neg   AA
    C-Bass CBO X Ltd.      C      CC             BBB+
    C-BASS CBO XIII Ltd.   A      CCC-           AA/Watch Neg
    C-BASS CBO XIII Ltd.   B      CC             BB+/Watch Neg
    C-BASS CBO XIII Ltd.   C      CC             B-/Watch Neg
    Coolidge Funding       A-1    B-/Watch Neg   BBB+/Watch Neg
    Coolidge Funding       A-2    CCC-/Watch Neg B+/Watch Neg
    Davis Square Fndng IV  A1LTa  CC             CCC/Watch Neg
    Davis Square Fndng IV  A1LTb1 CC             CCC/Watch Neg
    Davis Square Fndng IV  E      BBB-           BBB-/Watch Neg
    Trinity CDO Ltd.       A-1    CC             BBB-/Watch Neg
    Trinity CDO Ltd.       A-2    CC             CCC/Watch Neg

                         Ratings Affirmed

         Transaction                       Class   Rating
         -----------                       -----   ------
         ACA ABS 2002-1, Limited           A       AA
         ACA ABS 2002-1, Limited           C       CC
         Altius III Funding Ltd.           A-1a    CC
         Altius III Funding Ltd.           A-1b-1B CC
         Altius III Funding Ltd.           A-1b-2  CC
         Altius III Funding Ltd.           A-1b-3  CC
         Altius III Funding Ltd.           A-1b-V  CC
         Altius III Funding Ltd.           A-2     CC
         Altius III Funding Ltd.           B       CC
         Altius III Funding Ltd.           C       CC
         Altius III Funding Ltd.           D       CC
         Altius III Funding Ltd.           E       CC
         C-Bass CBO IV Ltd.                E       CC
         C-BASS CBO XIII Ltd               D       CC
         Coolidge Funding Ltd.             B       CC
         Coolidge Funding Ltd.             C       CC
         Coolidge Funding Ltd.             D       CC
         Coolidge Funding Ltd.             E       CC
         Davis Square Funding IV Ltd       A-2     CC
         Davis Square Funding IV Ltd       B       CC
         Davis Square Funding IV Ltd       C       CC
         Davis Square Funding IV Ltd       D       CC
         Fortius I Funding Ltd.            A-1     CC
         Fortius I Funding Ltd.            A-2     CC
         Fortius I Funding Ltd.            B       CC
         Fortius I Funding Ltd.            C       CC
         Fortius I Funding Ltd.            D       CC
         Fortius I Funding Ltd.            E       CC
         Fortius I Funding Ltd.            S       AAA
         Hout Bay 2006-1 Ltd.              A-1     CC
         Hout Bay 2006-1 Ltd.              A-2     CC
         Hout Bay 2006-1 Ltd.              B       CC
         Hout Bay 2006-1 Ltd.              C       CC
         Hout Bay 2006-1 Ltd.              D       CC
         Hout Bay 2006-1 Ltd.              E       CC
         Hout Bay 2006-1 Ltd.              S       AAA
         Trinity CDO Ltd.                  A-3     CC
         Trinity CDO Ltd.                  B       CC
         Trinity CDO Ltd.                  C-1     CC
         Trinity CDO Ltd.                  C-2     CC


* S&P Downgrades Ratings on 21 Classes From Four CMBS Transactions
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 21
classes of certificates from four separate U.S. commercial
mortgage-backed securities transactions due to interest
shortfalls.  S&P expects the shortfalls on 12 of these classes to
continue, and as a result, S&P lowered the ratings on these
classes to 'D'.

The 12 downgraded classes that S&P set to 'D' have experienced
interest shortfalls for seven or more months.  The recurring
interest shortfalls for the respective certificates are primarily
due to one or more of these factors:

* Appraisal subordinate entitlement reductions in effect for the
  specially serviced assets;

* Trust expenses that may include, but are not limited to,
  property operating expenses, property taxes, insurance payments,
  and legal expenses;

* Nonrecoverable advance declarations; and

* Special servicing fees.

Standard & Poor's analysis primarily considered the ASERs based on
appraisal reduction amounts calculated using recent Member of the
Appraisal Institute appraisals.  S&P also considered servicer
nonrecoverable advance declarations, trust expenses, and special
servicing fees that are likely, in S&P's view, to cause recurring
interest shortfalls.

Nine of the 21 classes experienced shortfalls of six months or
less, and are at an increased risk of experiencing shortfalls in
the future.  If these liquidity interruptions continue, S&P will
likely downgrade the classes to 'D'.

ARAs and resulting ASERs are implemented in accordance with each
respective transaction's terms.  Typically, these terms call for
the automatic implementation of an ARA equal to 25% of the stated
principal balance of a loan when a loan is 60 days past due, and
an appraisal or other valuation is not available within a
specified timeframe.  S&P primarily considered ASERs based on ARAs
calculated from MAI appraisals when deciding which classes from
the affected transactions to downgrade to 'D'.  S&P used this
approach because ARAs based on a principal balance haircut are
highly subject to change, or even reversal, once the special
servicer obtains the MAI appraisals.


         Banc of America Commercial Mortgage Trust 2006-4

S&P lowered its ratings on the class L, M, N, O, P, and Q
certificates from Banc of America Commercial Mortgage Trust 2006-4
due to interest shortfalls resulting from ASERs related to 15
assets that are currently with the special servicer, LNR Partners
Inc., as well as special servicing fees.  As of the May 10, 2010,
remittance report, ARAs totaling $67.9 million were in effect for
15 assets.  The total reported ASER amount was $358,719, and the
reported cumulative ASER amount was $1.8 million.  Standard &
Poor's considered seven ASERs ($150,158), all of which were based
on MAI appraisals, as well as current special servicing fees in
determining its rating actions.  Reported interest shortfalls
totaled $460,991 and have affected all classes subordinate to
class J.  Classes P and Q have experienced interest shortfalls for
seven and eight months, respectively, and S&P expects these
shortfalls to recur in the foreseeable future.  Consequently, S&P
downgraded these classes to 'D'.

The collateral pool for the BACM 2006-4 transaction consists of
163 loans with an aggregate trust balance of $2.68 billion.  As of
the May 10, 2010, remittance report, 19 assets ($324.5 million;
12.1%) in the pool were with the special servicer.  The payment
status of these assets is: four ($36.1 million, 1.3%) are real
estate owned by the trust, three ($78.5 million, 2.9%) are in
foreclosure, eight ($119.4 million, 4.4%) are more than 90 days
delinquent, one ($9.1 million, 0.3%) is 60 days delinquent, and
three ($81.4 million, 3.0%) are within their respective grace
periods.

   Bear Stearns Commercial Mortgage Securities Trust 2006-PWR14

S&P lowered its rating on the class O certificates from Bear
Stearns Commercial Mortgage Securities Trust 2006-PWR14 due to
recurring interest shortfalls primarily due to ASERs related to
eight assets that are currently with the special servicer,
Centerline Servicing Inc., as well as special servicing fees.  As
of the May 11, 2010, remittance report, ARAs totaling
$41.9 million were in effect for nine assets.  The total reported
ASER amount was $61,274, and the reported cumulative ASER amount
was $970,250.  These amounts include one-time adjustments to
reflect loan liquidations.  Without these adjustments, the monthly
ASER totals $164,440, and the cumulative ASER amount remains
unchanged.  Standard & Poor's considered the ASERs, which were
derived from ARAs based on recent MAI appraisals, as well as
current special servicing fees, to determine its ratings actions
for this transaction.  Reported interest shortfalls total $97,051
and have resulted in interest shortfalls to the class O
certificates for the past 10 months.  S&P expects these shortfalls
to recur in the foreseeable future.  Consequently, S&P downgraded
this class to 'D'.

The collateral pool for the BSCMS 2006-PWR14 consists of 245 loans
with an aggregate trust balance of $2.40 billion.  As of the
May 11, 2010, remittance report, 14 assets ($206.8 million; 8.6%)
in the pool were with the special servicer, including one of the
top 10 assets.  The payment status of the delinquent assets is:
three ($26.7 million, 1.1%) are in foreclosure, seven
($123.8 million, 5.2%) are more than 90 days delinquent, two
($53.3 million, 2.1%) are 60 days delinquent, and two
($51.0 million, 2.1%) are within their respective grace periods.

      Credit Suisse Commercial Mortgage Trust Series 2006-C2

S&P lowered its ratings on the class C, D, F, and G certificates
from Credit Suisse Commercial Mortgage Trust Series 2006-C2 due to
interest shortfalls primarily resulting from ASERs related to
seven assets, including the largest and third-largest assets in
the pool, that are currently with the special servicer, Centerline
Servicing Inc., special servicing fees, and interest not advanced
on one asset due to a nonrecoverable advance declaration.  As of
the May 17, 2010, remittance report, ARAs totaling $136.9 million
were in effect for eight assets.  The total reported ASER amount
was $174,939, and the reported cumulative ASER amount was
$3.4 million.  These amounts include one-time adjustments to
reflect loan liquidations.  Without these adjustments, the monthly
ASER totals $190,193, and cumulative ASER totals $3.2 million.
Standard & Poor's considered five ASERs ($181,492), all of which
were based on MAI appraisals, as well as current special servicing
fees and interest not advanced due to a nonrecoverable advance
declaration, in determining its rating actions.  Reported interest
shortfalls totaled $620,132 and have affected all classes
subordinate to class B.  Classes F and G have experienced interest
shortfalls for eight and nine months, respectively, and S&P
expects these shortfalls to recur in the foreseeable future.
Consequently, S&P downgraded these classes to 'D'.

The collateral pool for the CSMC 2006-C2 transaction consists of
139 loans with an aggregate trust balance of $1.39 billion.  As of
the May 17, 2010, remittance report, 13 assets ($290.2 million;
20.9%) in the pool were with the special servicer, including three
of the top 10 assets.  The payment status of the delinquent assets
is: one ($6.8 million, 0.5%) is REO, six ($104.0 million, 7.5%)
are in foreclosure, five ($174.9 million; 12.6%) are more than 90
days delinquent, and one ($4.5 million, 0.3%) is within its grace
period.

              ML-CFC Commercial Mortgage Trust 2007-7

S&P lowered its ratings on the class E, F, G, H, J, K, L, M, N,
and P certificates from ML-CFC Commercial Mortgage Trust 2007-7
due to interest shortfalls due to ASERs related to 28 assets that
are currently with the special servicer, Midland Loan Services
Inc., as well as special servicing fees.  As of the May 14, 2010,
remittance report, ARAs totaling $157.6 million were in effect for
33 assets.  The resulting reported ASER amount was $692,307, and
the reported cumulative ASER amount was $5.2 million.  Standard &
Poor's considered the ASERs, which were derived from ARAs based on
recent MAI appraisals, as well as current special servicing fees,
to determine its ratings actions for this transaction.  Reported
interest shortfalls total $813,608, which prompted interest
shortfalls to the class E, F, G, H, J, K, L, M, N, and P
certificates.  Classes H, J, K, L, M, N, and P have experienced
interest shortfalls for the past nine months, and S&P expects
these shortfalls to recur in the foreseeable future.
Consequently, S&P downgraded these classes to 'D'.

The collateral pool for the ML-CFC 2007-7 transaction consists of
324 loans with an aggregate trust balance of $2.72 billion.  As of
the May 14, 2010, remittance report, 49 assets ($631.6 million;
23.2%) in the pool were with the special servicer, including five
of the top 10 assets.  The payment status of the delinquent assets
is: two ($10.2 million, 0.4%) are real estate owned (REO) by the
trust, four ($122.5 million, 4.5%) are in foreclosure, 29
($271.0 million, 9.9%) are more than 90 days delinquent, five
($70.2 million, 2.6%) are 60 days delinquent, two ($28.9 million,
1.1%) are 30 days delinquent, and seven ($128.8 million, 4.7%) are
less than 30 days delinquent or within their respective grace
periods.

                         Ratings Lowered

         Banc of America Commercial Mortgage Trust 2006-4
       Commercial mortgage pass-through certificates series

        Rating                            Reported interest shortfalls($)
        ------                            -------------------------------
Class  To     From  Credit enhancement(%)      Current    Accumulated
-----  --     ----  ---------------------      -------    -----------
L      CCC+   B-              2.91             45,574        117,122
M      CCC    B-              2.66             30,384         91,153
N      CCC-   CCC+            2.28             45,574        136,723
O      CCC-   CCC             1.90             45,574        136,723
P      D      CCC-            1.51             45,574        249,050
Q      D      CCC-            1.13             45,574        339,542

   Bear Stearns Commercial Mortgage Securities Trust 2006-PWR14
           Commercial mortgage pass-through certificates

        Rating                            Reported interest shortfalls($)
        ------                            -------------------------------
Class  To     From  Credit enhancement(%)      Current    Accumulated
-----  --     ----  ---------------------      -------    -----------
O     D     CCC-            0.83          25,563    112,346

      Credit Suisse Commercial Mortgage Trust Series 2006-C2
           Commercial mortgage pass-through certificates


        Rating                            Reported interest shortfalls($)
        ------                            -------------------------------
Class  To     From  Credit enhancement(%)      Current    Accumulated
-----  --     ----  ---------------------      -------    -----------
C     CCC   CCC+           10.18          45,311    106,670
D     CCC-  CCC             8.50          110,277   407,016
F     D     CCC-            6.05          76,342    454,939
G     D     CCC-            4.62          93,314    791,797

              ML-CFC Commercial Mortgage Trust 2007-7
           Commercial mortgage pass-through certificates


        Rating                            Reported interest shortfalls($)
        ------                            -------------------------------
Class  To     From  Credit enhancement(%)      Current    Accumulated
-----  --     ----  ---------------------      -------    -----------
E     CCC   B-              6.31          7,109       7,109
F     CCC-  CCC+            5.03          166,747     288,691
G     CCC-  CCC             4.01          133,401     603,847
H     D     CCC             3.12          116,725     819,618
J     D     CCC-            2.73           46,937     422,436
K     D     CCC-            2.35           46,937     422,436
L     D     CCC-            1.97           46,933     422,396
M     D     CCC-            1.71           31,292     281,624
N     D     CCC-            1.46           31,292     281,624
P     D     CCC-            1.20           31,292     281,624


* S&P Downgrades Ratings on 35 Tranches From 13 CMBS CDO Deals
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 35
tranches from 13 commercial mortgage-backed securities- backed
synthetic collateralized debt obligation transactions and left 31
on CreditWatch negative.  At the same time, S&P lowered its
ratings on three tranches from two residential mortgage-backed
securities- backed synthetic CDOs and removed them from
CreditWatch negative.  In addition, S&P lowered its ratings on two
tranches from two corporate-backed synthetic CDO transactions and
removed one from CreditWatch negative.

S&P downgraded tranches from synthetic CDOs that experienced
downward rating migration in their underlying reference portfolios
and had synthetic rated overcollateralization ratios below 100% as
of the May month-end review and at a 90-day forward run.

                          Rating Actions

                        ABACUS 2007-18 Ltd

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    A-1                       BBB+/Watch Neg    A+/Watch Neg
    A-2                       BB+/Watch Neg     BBB+/Watch Neg
    A-3                       CCC+/Watch Neg    BB+/Watch Neg
    B                         CCC/Watch Neg     BB-/Watch Neg
    B Series 2                CCC/Watch Neg     BB-/watch Neg

                   Aphex Capital NSCR 2006-2 Ltd

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    B                         BB-/Watch Neg     BB/Watch Neg
    C                         B/Watch Neg       B+/Watch Neg

                 Calculus SCRE Trust Series 2007-1

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    Var Tr Lnk                CCC/Watch Neg     CCC+/Watch Neg

                       Infiniti SPC Limited
          US$30 mil Kenmore Street Synthetic CDO 2006-2

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    Notes                     CCC-              CCC/Watch Neg

                     Magnolia Finance II PLC
                              2007-5

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    2007-5                    B+/Watch Neg      BB/Watch Neg

    Portfollio Credit Rating of Unfunded Credit Default Swap
          involving Morgan Stanley Capital Services Inc.,
                    and Portfolio CDS Trust 61

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    Un Cr Defa                AA+/Watch Neg     AAA/Watch Neg

                    Rutland Rated Investments
                                14

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    Series 14                 B-                BB-/Watch Neg

      SCORE SPC acting for the account of MSC 2006-SRR1-BIG
                       Segregated Portfolio

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    G                         CCC-              CCC+/Watch Neg
    H                         CCC-              CCC/Watch Neg

                             SPGS SPC
                         MSC 2006-SRR1-A2

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    A2                        BBB/Watch Neg     A/Watch Neg
    A2-S                      BBB/Watch Neg     A-/Watch Neg

                             SPGS SPC
                          MSC 2006-SRR1-B

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    B                         BB+/Watch Neg     BBB-/Watch Neg
    B-S                       BB+/Watch Neg     BBB-/Watch Neg

                             SPGS SPC
                         MSC 2006-SRR1-C

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    C                         B+/Watch Neg      BB+/Watch Neg
    C-S                       B+/Watch Neg      BB+/Watch Neg

                             SPGS SPC
                          MSC 2006-SRR1-D

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    D                         B/Watch Neg       BB-/Watch Neg
    D-S                       B/Watch Neg       BB-/Watch Neg

                             SPGS SPC
                          MSC 2006-SRR1-E

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    E                         B-/Watch Neg      B+/Watch Neg
    E-S                       B-/Watch Neg      B+/Watch Neg

                             SPGS SPC
                          MSC 2006-SRR1-F

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    F                         CCC+/Watch Neg    B/Watch Neg
    F-S                       CCC+/Watch Neg    B/Watch Neg

                             SPGS SPC
                           MSC2007-SRR3

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    A                         BB-/Watch Neg     BB+/Watch Neg
    B                         B+/Watch Neg      BB+/Watch Neg
    C                         B/Watch Neg       BB/Watch Neg
    D                         B-/Watch Neg      BB-/Watch Neg
    E                         CCC+/Watch Neg    B+/Watch Neg
    F                         CCC+/Watch Neg    B/Watch Neg
    G                         CCC/Watch Neg     B-/Watch Neg
    H                         CCC/Watch Neg     CCC+/Watch Neg
    J                         CCC-/Watch Neg     CCC+/Watch Neg
    K                         CCC-/Watch Neg     CCC+/Watch Neg

       SPGS SPC, acting for the account of SRRSPOKE 2007-IB
                       Segregated Portfolio

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    I                         CCC-              CCC+/Watch Neg
    Sub Notes                 CCC-              CCC+/Watch Neg

                            STACK LTD

                                      Rating
                                      ------
    Class                     To                From
    -----                     --                ----
    B-US$                     B-                B+/Watch Neg
    B-EUR                     B-                B+/Watch Neg


* S&P Downgrades Ratings on Eight Tranches From Three CDO Deals
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
tranches from three U.S. cash flow and hybrid collateralized debt
obligation transactions and removed the ratings from CreditWatch
with negative implications.  S&P affirmed its ratings on 17 other
tranches from four transactions and removed five of them from
CreditWatch negative.

The CDO downgrades reflect a number of factors, including credit
deterioration and S&P's negative rating actions on underlying U.S.
subprime residential mortgage-backed securities.  The affirmations
reflect current credit support levels that S&P believes are
sufficient to maintain the current ratings.

The eight downgraded U.S. cash flow and hybrid tranches have a
total issuance amount of $673 million.  All three of the affected
transactions are CDO of CDO transactions that were collateralized
at origination primarily by notes from other CDOs, as well as by
tranches from RMBS and other SF transactions.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                  Rating And Creditwatch Actions

                                               Rating
                                               ------
  Transaction                          Class  To   From
  -----------                          -----  --   ----
  Stone Tower CDO II Ltd.              A-1LA  BB   BB/Watch Neg
  Stone Tower CDO II Ltd.              A-1LB  CCC  CCC/Watch Neg
  Stone Tower CDO II Ltd.              X      BBB  BBB/Watch Neg
  Stone Tower CDO Ltd.                 A-1LA  BBB+ AA/Watch Neg
  Stone Tower CDO Ltd.                 A-1LB  BBB- A+/Watch Neg
  Stone Tower CDO Ltd.                 A-2L   BB-  BBB+/Watch Neg
  Stone Tower CDO Ltd.                 A-3L   CCC+ BB+/Watch Neg
  Stone Tower CDO Ltd.                 B-1L   CCC- B/Watch Neg
  Stockbridge CDO Ltd.                 A-1    CCC+ BBB-/Watch Neg
  Zais Investment Grade Ltd. VII       A-1A   CCC  BB/Watch Neg
  Zais Investment Grade Ltd. VII       A-1B   CCC  BB/Watch Neg
  Putnam Structured ProductCDO 2001-1  A-2    A    A/Watch Neg
  Putnam Structured ProductCDO 2001-1  B      B+   B+/Watch Neg

                         Ratings Affirmed

      Transaction                           Class    Rating
      -----------                           -----    ------
      Putnam Structured Product CDO 2001-1  A-1MM-a  AA/A-1
      Putnam Structured Product CDO 2001-1  A-1MM-b  AA/A-1
      Putnam Structured Product CDO 2001-1  A-1SS    AA
      Putnam Structured Product CDO 2001-1  C-1      CCC-
      Putnam Structured Product CDO 2001-1  C-2      CCC-
      Stockbridge CDO Ltd.                  A-2      CC
      Stockbridge CDO Ltd.                  A-3      CC
      Stockbridge CDO Ltd.                  B        CC
      Stone Tower CDO II Ltd.               A-3L     CC
      Stone Tower CDO II Ltd.               B-1L     CC
      Zais Investment Grade Ltd. VII        B-1A     CC
      Zais Investment Grade Ltd. VII        B-1B     CC

                     Other Ratings Outstanding

      Transaction                           Class    Rating
      -----------                           -----    ------
      Stone Tower CDO II Ltd.               A-2L     D
      Zais Investment Grade Ltd. VII        A-2      D
      Zais Investment Grade Ltd. VII        A-3      D



                           *********

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.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, 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 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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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
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                  *** End of Transmission ***