TCR_Public/101031.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, October 31, 2010, Vol. 14, No. 302

                            Headlines

APPLEBEE'S ENTERPRISES: S&P Withdraws Ratings on Nine Classes
ARLO III: Moody's Upgrades Rating on 2015 Notes to 'B1'
BABSON CLO: Moody's Upgrades Ratings on Various Classes of Notes
BANC OF AMERICA: Moody's Downgrades Ratings on Various Certs.
BANC OF AMERICA: Moody's Takes Rating Actions on Notes

BANK OF AMERICA: S&P Downgrades Ratings on Four Classes of Notes
BEAR STEARNS: Fitch Downgrades Ratings on 11 2005-TOP20 Certs.
BEAR STEARNS: Moody's Downgrades Rating on Class 2-A-1 Notes
BEAR STEARNS: Moody's Downgrades Ratings on 73 Tranches
BEAR STEARNS: Moody's Reviews Ratings on 12 2005-PWR8 Certs.

BERKELEY STREET: Moody's Upgrades Ratings on Two Classes
BRAZOS HIGHER: Fitch Affirms B/LS3 Ratings on 5 Classes of Notes
BRAZOS HIGHER: Fitch Affirms B/LS3 Rating on Series 2006 B-1 Notes
BRAZOS HIGHER: Fitch Cuts Ratings on 6 Notes to 'B/LS3'
BRAZOS HIGHER: Fitch Cuts Ratings on Class B-1 Sub. Notes to B/LS3

CARLYLE HIGH: S&P Raises Ratings on Various Classes of Notes
CHASE MORTGAGE: Moodys' Downgrades Ratings on 30 Tranches
CITIBANK COMMERCIAL: Moody's Downgrades Ratings on 2007-FL3 Certs.
CITIGROUP COMMERCIAL: Moody's Reviews Ratings on 15 2006-C4 Certs.
CITIGROUP MORTGAGE: Moody's Downgrades Ratings on Various Certs.

COMMODORE CDO: S&P Corrects Rating on Class A-1MM Notes to 'B'
CORPORATE BACKED: Moody's Upgrades Ratings on Certs. to 'Ba3'
CORTS TRUST: Moody's Upgrades Ratings on Certificates to 'Ba3'
CREDIT SUISSE: Moody's Reviews Ratings on Nine 2003-C4 Certs.
CREDIT SUISSE: Moody's Affirms Ratings on 11 2005-C4 Certs.

CREDIT SUISSE: Moody's Reviews Ratings on 2007-C3 Certs.
CREDIT SUISSE: S&P Corrects Rating on Class P-P From 'CC'
CSMC RESECURITIZATION: Moody's Cuts Ratings on Two 2006-1R Notes
CWALT INC: Moody's Downgrades Ratings on Two 2006-37R Certs.
DEUTSCHE ALT-A: Moody's Junks Rating on Class 1-A-1 2007-2R Notes

DEUTSCHE MORTGAGE: Moody's Cuts Ratings on Two 2008-RS1 Notes
FIRST FRANKLIN: Moody's Downgrades Ratings on 30 Tranches
FIRST HORIZON: Moody's Junks Rating on Class A-1 2006-RE2
FIRST MORTGAGE: Moody's Affirms 'Ba3' Rating on Revenue Bonds
FORD MOTOR: Moody's Reviews Ratings on Various Tranches

FRANKLIN CLO: S&P Raises Ratings on Three Classes of Notes
GCO EDUCATION: Fitch Affirms Ratings on Senior Student Loan Notes
GULF STREAM-COMPASS: S&P Raises Ratings on Four Classes of Notes
HELEN KELLER: Moody's Downgrades Bond Ratings to 'Ba1'
HIGHLAND PARK: Moody's Downgrades Ratings on Seven Classes

HOMEBANC MORTGAGE: Moody's Downgrades Ratings on 21 Tranches
JER CRE: S&P Downgrades Ratings on Six Classes of Notes
JP MORGAN: Fitch Rates Various Classes of 2010-C2 Certificates
JP MORGAN: Moody's Downgrades Ratings on 15 2005-LDP4 Certs.
JP MORGAN: Moody's Downgrades Ratings on 12 2006-LDP6 Notes

JP MORGAN: Moody's Downgrades Ratings on 19 2007-CIBC19 Certs.
JP MORGAN: Moody's Junks Rating on Class A-1 2008-R2 Notes
JP MORGAN: Moody's Takes Rating Actions on Two 2008-R3 Notes
JP MORGAN: S&P Assigns Ratings to 2010-C2 $1.10 Bil. Certs.
JPMC 2006-LDP7: Moody's Reviews Ratings on 16 Certificates

JPMORGAN CHASE: S&P Downgrades Ratings on 2003-LN1 Certs. to 'D'
LANDGROVE SYNTHETIC: Moody's Upgrades Ratings on Default Swaps
LEHMAN XS: Moody's Downgrades Ratings on 162 Tranches
MERRILL LYNCH: DBRS Upgrades Class F Rating to 'A' From 'BB'
MERRILL LYNCH: Moody's Downgrades Ratings on 12 Tranches

MERRILL LYNCH: Moody's Takes Rating Actions on 2005-MCP1 Certs.
MERRILL LYNCH FINANCIAL: DBRS Confirms Class G Rating at 'BB'
MERRILL LYNCH FINANCIAL: DBRS Upgrades Class H Rating to A From BB
ML-CFC 2006-2: Moody's Reviews Ratings on 15 Certificates
MORGAN STANLEY: Fitch Takes Rating Actions on 2004-RR Notes

MORGAN STANLEY: Moody's Reviews Ratings on 17 2006-HQ8 Certs.
MORGAN STANLEY: S&P Raises Ratings on 2000-PRIN Securities
MORTGAGEIT SECURITIES: Moody's Cuts Ratings on 10 Tranches
NATIONAL COLLEGIATE: S&P Downgrades Rating on Class D to 'D'
PACIFICA CDO: Moody's Upgrades Ratings on Four Classes of Notes

PPLUS TRUST: Moody's Upgrades Ratings on Trust Certs. to 'Ba3'
PREFERRED TERM: Moody's Downgrades Ratings on Five Classes
PREFERRED TERM: Moody's Downgrades Ratings on Four Classes
PREFERRED TERM: Moody's Downgrades Ratings on Two Notes
PREFERRED TERM: Moody's Downgrades Ratings on 5 Classes of Notes

PREFERRED TERM: Moody's Downgrades Ratings on 6 Classes of Notes
PREFERRED TERM: Moody's Upgrades Ratings on Floating Notes to 'Ca'
PREFERREDPLUS TRUST: Moody's Upgrades Ratings on Certs. to 'Ba3'
PUBLIC STEERS: Moody's Upgrades Ratings on Two Classes of Certs.
PUNTO VERDE: S&P Corrects Rating on Class A Notes to 'CCC-'

REAL ESTATE ASSET: DBRS Upgrades Class F Rating to 'BBB' From 'BB'
RESIDENTIAL MORTGAGE: Moody's Cuts Rating on 2008-6 Notes to 'B3'
RESIDENTIAL MORTGAGE: Moody's Downgrades Rating on 2008-3 Notes
RIVERSIDE COUNTY: S&P Downgrades Rating on $51.8 Bonds to 'BB-'
SIERRA CLO: Moody's Upgrades Ratings on Five Classes of Notes

SPRUCE CCS: S&P Downgrades Ratings on Two Classes of Notes to 'D'
STRUCTURED ASSET: S&P Corrects Rating on Class I-PO From 'D'
SWISS CHEETAH: Moody's Upgrades Rating on Bonds to 'Ba3'
TABERNA PREFERRED: Supplemental Indenture Won't Move Fitch Ratings
TAYLOR BEAN: Moody's Downgrades Ratings on 47 Tranches

TERWIN MORTGAGE: Moody's Downgrades Ratings on 24 Tranches
TEXAS WESLEYAN: Moody's Affirms 'Ba2' Rating on Revenue Bonds
THOMASTON HOUSING: S&P Downgrades Rating on 2004 Bonds to 'BB+'
TIAA REAL: Moody's Takes Rating Actions on Various Classes
TRUST CERTIFICATES: Moody's Upgrades Ratings on Class A-1 to 'Ba3'

US EDUCATION: Fitch Affirms Ratings on Senior Student Loans
WACHOVIA BANK: Fitch Downgrades Ratings on 13 2005-C17 Certs.
WACHOVIA BANK: Moody's Downgrades Ratings on Two Certificates
WACHOVIA BANK: Moody's Reviews Ratings on 17 2006-C25 Certs.
WACHOVIA BANK: S&P Downgrades Ratings on Class O Certs. to 'D'

WACHOVIA BANK: S&P Withdraws Ratings on 18 2007-ESH Certificates
WELLS FARGO: Fitch Expects to Rate Various Classes of Notes
WFCMT 2010-C1: Moody's Assigns Ratings on Nine Securities
WIREFREE PARTNERS: Fitch Affirms Rating on Series 2005-1 Notes
WISCONSIN HEALTH: S&P Corrects Rating on Revenue Bonds to 'BB+'

* Fitch Affirms Ratings on Rhode Island's Student Loan Notes
* Moody's Affirms Ratings on $3 Mil. Local Housing Transactions
* S&P Cuts Ratings on 472 Certs. From 322 RMBS Deals to 'D'

                            *********

APPLEBEE'S ENTERPRISES: S&P Withdraws Ratings on Nine Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on nine
classes of notes from Applebee's Enterprises LLC's series 2007-1
and IHOP Franchising LLC's series 2007-1, 2007-2, and 2007-3.  All
four transactions are U.S. corporate securitizations that repay
the rated notes through franchise royalty and license payments,
net revenue generated by company-owned restaurants, rent payments
from the franchises located on company-owned real estate and
certain leased real estate, all payments related to certain
intellectual property, and the investment income earned on funds
in various accounts.

The co-issuers of the four securitizations exercised their option
to redeem the outstanding principal amount of each series of notes
on Oct. 20, 2010.  The execution of the optional prepayment of the
notes was in accordance with each securitization's base indenture.

                        Ratings Withdrawn

                    Applebee's Enterprises LLC
                  US$1.894 billion senior notes

                              Rating
                              ------
             Class         To         From
             -----         --         ----
             A-I-A         NR         AAA (sf)
                           NR         BBB- (sf)(SPUR)
             A-2-II-A      NR         AAA (sf)
                           NR         BBB-(sf)(SPUR)
             A-I-X         NR         BBB- (sf)
             A-2-I-X       NR         BBB- (sf)
             A-2-II-X      NR         BBB- (sf)
             M-1           NR         BB (sf)

                      IHOP Franchising LLC
        US$175 million fixed-rate term notes, series 2007-1

                                  Rating
                                  ------
             Class           To             From
             -----           --             ----
             2007-1          NR             BBB- (sf)

                      IHOP Franchising LLC
       US$25 million variable funding notes, series 2007-2

                                  Rating
                                  ------
             Class           To             From
             -----           --             ----
             2007-2          NR             BBB- (sf)

                      IHOP Franchising LLC
       US$245 million fixed-rate term notes, series 2007-3


                                  Rating
                                  ------
             Class           To             From
             -----           --             ----
             2007-3          NR             BBB- (sf)

                          NR - Not rated.


ARLO III: Moody's Upgrades Rating on 2015 Notes to 'B1'
-------------------------------------------------------
Moody's Investors Service announced this rating action on ARLO III
Limited, Series 2005, a collateralized debt obligation transaction
referencing a static portfolio of 97 synthetic credit corporate
and sovereign exposures.

  -- US$50,000,000 Credit-Linked Notes due 2015, Upgraded to B1
     (sf); previously on October 16, 2009 Downgraded to B2 (sf)

                         Rating Rationale

Moody's explained that the rating action taken is the result of
improved credit quality of the reference portfolio, high remaining
subordination, and shortened time to maturity of the CSO tranche.
Partially offsetting these positive factors is a high
concentration in the banking and FIRE sectors.

The underlying portfolio of synthetic credit securities references
senior unsecured and subordinated bonds.  The 10-year weighted
average rating factor of the portfolio is 927, equivalent to Ba1.
This compares to a 10-year WARF of 1005 from the last rating
review.  Since the last rating action, there has been a credit
event on Ambac Assurance Corporation.  The CSO notes have a
remaining life of 5.2 years and remaining credit enhancement of
approximately 7.8%.

In the process of determining the rating action, Moody's took into
account the results of a number of sensitivity analyses and stress
scenarios:

(1) Removal of forward-looking measures - The notching adjustment
    on each entity's rating due to credit watch or negative
    outlook was removed.  The result of this run was one notch
    better than the base case.

(2) Use of Market Implied Ratings - MIRs were used in place of the
    corporate fundamental ratings to derive the default
    probability of each corporate name in the reference portfolio.
    The gap between an MIR and a Moody's corporate fundamental
    rating is an indicator of the extent of the divergence of
    credit view between Moody's and the market. The result of this
    run was one notch better than the base case.

(3) Reduction of time to maturity -- Time to maturity was reduced
    by six months, all other things being equal.  The result of
    this run was one notch better than the base case.

(4) Stress on largest industry group -- All entities in the
    Banking, Finance, Insurance, and Real Estate sectors, the
    largest sector concentration, representing 28% of the
    portfolio notional, were notched down by one.  The result of
    this run was one notch worse than the base case.

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.
Moody's analysis for this transaction is based on CDOROMv2.6.
This model is available on moodys.com under Products and Solutions
- Analytical models, upon return of a signed free license
agreement.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Corporate Synthetic
Obligations", key model inputs used by Moody's in its analysis may
be different from the manager/arranger's reported numbers.  In
particular, rating assumptions for all publicly rated corporate
credits in the underlying portfolio have been adjusted for "Review
for Possible Downgrade", "Review for Possible Upgrade", or
"Negative Outlook".

Moody's also ran a stress scenario defaulting all entities in the
reference portfolio rated Caa1 and below.  The result of this run
was three notches worse than the base case.

Moody's analysis of corporate CSOs is subject to uncertainties,
the primary sources of which includes complexity, governance and
leverage.  Although the CDOROM model capture many of the dynamics
of the Corporate CSO structure, it remains a simplification of
the complex reality.  Of greatest concern are (a) variations
over time in default rates for instruments with a given rating,
(b) variations in recovery rates for instruments with particular
seniority/security characteristics and (c) uncertainty about the
default and recovery correlations characteristics of the reference
pool.  Similarly on the legal/structural side, the legal analysis
although typically based in part on opinions (and sometimes
interpretations) of legal experts at the time of issuance, is
still subject to potential changes in law, case law and the
interpretations of courts and (in some cases) regulatory
authorities.  The performance of this CSO is also dependent on on-
going decisions made by one or several parties, including the
Manager and the Trustee.  Although the impact of these decisions
is mitigated by structural constraints, anticipating the quality
of these decisions necessarily introduces some level of
uncertainty in Moody's assumptions.  Given the tranched nature of
Corporate CSO liabilities, rating transitions in the reference
pool may have leveraged rating implications for the ratings of the
Corporate CSO liabilities, thus leading to a high degree of
volatility.  All else being equal, the volatility is likely to be
higher for more junior or thinner liabilities.

The base case scenario modeled fits into the central macroeconomic
scenario predicted by Moody's of a sluggish recovery scenario of
the corporate universe.  Should macroeconomic conditions evolve
towards a more severe scenario such as a double dip recession, the
CSO rating will likely be downgraded to an extent depending on the
expected severity of the worsening conditions


BABSON CLO: Moody's Upgrades Ratings on Various Classes of Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by Babson CLO Ltd. 2003-I:

  -- $150,000,000 Class A-1 Floating Rate Senior Notes Due 2015
     (current outstanding balance of $80,790,865), Upgraded to Aaa
      (sf); previously on September 9, 2009 Downgraded to Aa1
      (sf);

  -- $17,000,000 Class A-2B Floating Rate Senior Notes Due 2015,
     Upgraded to Aaa (sf); previously on September 9, 2009
     Downgraded to Aa2 (sf);

  -- $20,000,000 Class B Floating Rate Senior Notes Due 2015,
     Upgraded to Aa2 (sf); previously on September 9, 2009
     Downgraded to A2 (sf);

  -- $18,500,000 Class C Floating Rate Deferrable Senior Notes Due
     2015, Upgraded to Baa1 (sf); previously on September 9, 2009
     Confirmed at Baa3 (sf);

  -- $7,000,000 Class E Floating Rate Junior Subordinate Notes Due
     2015 (current outstanding balance of $4,835,048), Upgraded to
     Caa2 (sf); previously on September 9, 2009 Downgraded to Ca
     (sf).

                        Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from the delevering of the Class A Notes, which have
been paid down by approximately 40% or $94.6 million since the
last rating action in September 2009.  As a result of the
delevering, the overcollateralization ratios have increased since
the last rating action in September 2009.  As of the latest
trustee report dated September 30, 2010, the Class A/B, Class C/D
and Class E/Senior Preferred Share overcollateralization ratios
are reported at 132.64%, 108.17% and 103.79%, respectively, versus
July 2009 levels of 118.85%, 104.06% and 100.28%, respectively.

Moody's also notes that the credit profile of the underlying
portfolio has been relatively stable since the last rating action.
Based on the September 2010 trustee report, the weighted average
rating factor is 2918 compared to 2880 in July 2009, and
securities rated Caa1 and below make up approximately 12.36% of
the underlying portfolio versus 12.11% in July 2009.  Moody's
adjusted WARF has declined since the last rating action due to a
decrease in the percentage of securities with ratings on "Review
for Possible Downgrade" or with a "Negative Outlook."  The deal
also experienced a decrease in defaults.  In particular, the
dollar amount of defaulted securities has decreased to about
$2.2 million from approximately $11 million in July 2009.

Additionally, the outstanding balance of the Class E Notes has
decreased due to the diversion of excess interest to delever the
Class E Notes and the Senior Preference Shares, in the event of
the failure of the Class E/Senior Preferred Share
Overcollateralization Ratio Test or the Supplemental
Overcollateralization Ratio Test.  Moody's also notes that the
Class E Notes are no longer deferring interest and that all
previously deferred interest has been paid in full.

Finally, Moody's noted that the portfolio includes a number of
investments in securities that mature after the maturity date of
the notes.  Based on the September 2010 trustee report, securities
that mature after the maturity date of the notes currently make up
approximately 8.41% of the underlying portfolio versus 1.59% in
July 2009.  These investments potentially expose the notes to
market risk in the event of liquidation at the time of the notes'
maturity.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers.  In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds of $213 million, defaulted par of $10.8 million, weighted
average default probability of 22.09% (implying a WARF of 3501), a
weighted average recovery rate upon default of 44.73%, and a
diversity score of 54.  These default and recovery properties of
the collateral pool are incorporated in cash flow model analysis
where they are subject to stresses as a function of the target
rating of each CLO liability being reviewed.  The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool.  The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool.  In each case, historical and market
performance trends, and collateral manager latitude for trading
the collateral are also factors.

Babson CLO Ltd. 2003-I, issued in November 2003, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

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

In addition, to the base case analysis described above, Moody's
also performed a number of sensitivity analyses to test the impact
on all rated notes, including these:

1.  Various default probabilities to capture potential defaults in
    the underlying portfolio.

2.  A range of recovery rate assumptions for all assets to capture
    variability in recovery rates.

Below is a summary of the impact of different default
probabilities (expressed in terms of WARF levels) on all rated
notes (shown in terms of the number of notches' difference versus
the current model output, where a positive difference corresponds
to lower expected losses), assuming that all other factors are
held equal:

Moody's Adjusted WARF -- 20% (2801)

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

Moody's Adjusted WARF + 20% (4201)

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

Below is a summary of the impact of different recovery rate levels
on all rated notes (shown in terms of the number of notches'
difference versus the current model output, where a positive
difference corresponds to lower expected losses), assuming that
all other factors are held equal:

Moody's Adjusted WARR + 2% (46.73%)

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

Moody's Adjusted WARR - 2% (42.73%)

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

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

Sources of additional performance uncertainties are described
below:

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

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

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


BANC OF AMERICA: Moody's Downgrades Ratings on Various Certs.
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of eight classes
and affirmed 12 classes of Banc of America Commercial Mortgage,
Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-
3:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on July 15, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3A, Affirmed at Aaa (sf); previously on July 15, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3B, Affirmed at Aaa (sf); previously on July 15, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-SB, Affirmed at Aaa (sf); previously on July 15, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on July 15, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. XC, Affirmed at Aaa (sf); previously on July 15, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. XP, Affirmed at Aaa (sf); previously on July 15, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-M, Downgraded to A1 (sf); previously on Sept. 22, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-J, Downgraded to Baa2 (sf); previously on Sept. 22,
     2010 Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Baa3 (sf); previously on Sept. 22, 2010
     Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Ba2 (sf); previously on Sept. 22, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to B1 (sf); previously on Sept. 22, 2010 A3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to B3 (sf); previously on Sept. 22, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Caa3 (sf); previously on Sept. 22, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to C (sf); previously on Sept. 22, 2010 Ba3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Affirmed at C (sf); previously on Sept. 22, 2010
     Downgraded to C (sf)

  -- Cl. J, Affirmed at C (sf); previously on Sept. 22, 2010
     Downgraded to C (sf)

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

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

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

                        Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans and concerns about refinancing risk
associated with loans facing near term maturities in an adverse
environment.  Fifteen loans, representing 29% of the pool, mature
within the next 24 months.  Nine of the loans, representing 23% of
the pool, have a Moody's stressed debt service coverage less than
1.00X.

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

On September 22, 2010 Moody's placed eight classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
11% of the current balance.  At last review, Moody's cumulative
base expected loss was 6%.  Moody's stressed scenario loss is 22%
of the current balance.

Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels.  If future performance materially declines,
the expected level of credit enhancement and the priority in the
cash flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the current stressed
macroeconomic environment and continuing weakness in the
commercial real estate and lending markets.  Moody's currently
views the commercial real estate market as stressed with further
performance declines expected in the industrial, office, and
retail sectors.  Hotel performance has begun to rebound, albeit
off a very weak base.  Multifamily has also begun to rebound
reflecting an improved supply / demand relationship.  The
availability of debt capital is improving with terms returning
towards market norms.  Job growth and housing price stability will
be necessary precursors to commercial real estate recovery.
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's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a paydown analysis based on the
individual loan level Moody's LTV ratio.  Moody's Herfindahl
score, a measure of loan level diversity, is a primary determinant
of pool level diversity and has a greater impact on senior
certificates.  Other concentrations and correlations may be
considered in Moody's analysis.  Based on the model pooled credit
enhancement levels at Aa2 and B2, the remaining conduit classes
are either interpolated between these two data points or
determined based on a multiple or ratio of either of these two
data points.  For fusion deals, the credit enhancement for loans
with investment-grade credit estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the credit estimate of the
loan which corresponds to a range of credit enhancement levels.
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the credit estimate level, is incorporated for
loans with similar credit estimates in the same transaction.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated November 19, 2009.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

As of the October 12, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 8% to $1.99 billion
from $2.16 billion at securitization.  The Certificates are
collateralized by 88 mortgage loans ranging in size from less than
1% to 10% of the pool, with the top ten loans representing 54% of
the pool.  The pool includes one loan, representing 1% of the
pool, with an investment grade credit estimate.  One loan,
representing 0.4% of the pool, has defeased and is collateralized
with U.S. Government securities.

Eighteen 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 monthly reporting package.  As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Six loans have been liquidated from the pool since securitization,
resulting in an aggregate $9.8 million loss (22% loss severity on
average).  Currently, 14 loans, representing 21% of the pool, are
in special servicing.  The largest specially serviced loan is the
Pacific Arts Plaza Loan ($132.0 million -- 7% of the pool), which
represents a 55% pari passu interest in a first mortgage loan.
The loan is secured by four Class A office buildings and four
stand-alone restaurants totaling 825,000 square feet and located
in Costa Mesa, California.  The property is also encumbered by a
$28 million junior loan which is included in the trust.  The loan
sponsor is Maguire Properties.  The loan was transferred to
special servicing in August 2009 due to imminent default and is
currently in foreclosure.

The second largest specially serviced loan is the FRI Portfolio
Loan ($70.0 million -- 3.5% of the pool), which is secured by two
office buildings totaling 727, 410 SF.  One of the properties is
located in Nashville, Tennessee while the other is in West Palm
Beach, Florida.  The loan was transferred to special servicing in
February 2009 due to a maturity default.  Negotiations for a loan
forbearance are currently underway.

The master servicer has recognized an aggregate $169.8 million
appraisal reduction on 12 of the specially serviced loans.
Moody's has estimated an aggregate $190.3 million loss (46%
expected loss on average) for the specially serviced loans.

Moody's has assumed a high default probability for four poorly
performing loans representing 1% of the pool.  Moody's has
estimated a $3.9 million loss (20% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2008 and 2009 operating
results for 98% and 82%, respectively, of the pool.  Excluding
specially serviced and troubled loans, Moody's weighted average
LTV is 104% compared to 98% at Moody's prior review.  Moody's net
cash flow reflects a weighted average haircut of 12.1% to the most
recently available net operating income.  Moody's value reflects a
weighted average capitalization rate of 9.4%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.52X and 1.03X, respectively, compared to
1.68X and 1.10X 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 risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 24 compared to 27 at Moody's prior review.

The loan with a credit estimate is the American Express Building
Loan ($11.0 million -- 0.6% of the pool), which is secured by a
132,000 SF flex office building located in De Pere, Wisconsin.
The entire building is leased to American Express Company (Moody's
senior unsecured rating (P)A3, negative outlook) through 2044.
The loan is currently on the master servicer's watchlist due to
passing the anticipated repayment date of January 1, 2010 without
paying off the loan.  A cash management agreement is in place and
all cash flow after operating expenses is being applied to pay
down the loan.  Moody's credit estimate and stressed DSCR are Baa3
and 1.45X, respectively, compared to Baa3 and 1.37X at last
review.

The top three performing conduit loans represent 25% of the pool.
The largest conduit loan is the Woolworth Building Loan
($200 million -- 10% of the pool), which is secured by a 812,000
SF Class B office building located in the downtown submarket of
New York City.  The property is also encumbered by a $50 million
junior loan which is included in the trust.  The property was 93%
leased as of June 2010 compared to 98% at last review.  Moody's
LTV and stressed DSCR are 97% and 0.98X, respectively, compared to
100% and 0.97X at last review.

The second largest loan is the Ridgedale Center Loan
($173.1 million -- 8.7% of the pool), which is secured by a
340,800 SF regional mall located in Minnetonka, Minnesota.  The
loan is owned by an affiliate of General Growth Properties, Inc.
The mall is anchored by Sears, JCPenney and Macy's.  In-line shops
were 92% occupied as of June 2010 compared to 91% at last review.
Performance has declined since last review due to a drop in base
rental rates.  Moody's LTV and stressed DSCR 114% and 0.83X,
respectively, compared to 107% and 0.89X at last review.

The third largest loan is the Marley Station Loan ($114.4 million
-- 5.7% of the pool), which is secured by a two-story regional
mall located in Glen Burnie, Maryland.  The center is anchored by
Sears, JCPenney and Macy's.  Boscov's was the fourth anchor, but
the retailer vacated the premises after the company's bankruptcy
and the space is currently dark.  The in-line space was 67% leased
as of June 2010 compared to 64% at last review.  The loan sponsor
is Simon Property Group.  Moody's LTV and stressed DSCR 139% and
0.70X, respectively, compared to 136% and 0.72X at last review.


BANC OF AMERICA: Moody's Takes Rating Actions on Notes
------------------------------------------------------
Moody's Investors Service upgraded the rating of one class,
downgraded two classes and affirmed five classes of Banc of
America Commercial Mortgage Inc. Commercial Mortgage Pass-Through
Certificates, Series 2000-1:

  -- Cl. X, Affirmed at Aaa (sf); previously on Dec. 21, 1999
     Assigned Aaa (sf)

  -- Cl. H, Downgraded to Ca (sf); previously on Jan. 28, 2010
     Downgraded to Caa2 (sf)

  -- Cl. K, Downgraded to C (sf); previously on Jan. 28, 2010
     Downgraded to Ca (sf)

  -- Cl. F, Upgraded to Aa1 (sf); previously on Jan. 28, 2010
     Upgraded to Aa2 (sf)

  -- Cl. E, Affirmed at Aaa (sf); previously on Jan. 28, 2010
     Upgraded to Aaa (sf)

  -- Cl. G, Affirmed at Baa2 (sf); previously on Jan. 28, 2010
     Downgraded to Baa2 (sf)

  -- Cl. L, Affirmed at C (sf); previously on Jan. 28, 2010
     Downgraded to C (sf)

  -- Cl. M, Affirmed at C (sf); previously on Jan. 28, 2010
     Downgraded to C (sf)

                        Ratings Rationale

The upgrade is due to a significant increase in subordination due
to loan payoffs and amortization.  The pool balance has amortized
by 31% since Moody's last review.  The affirmations are due to key
parameters, including Moody's loan to value ratio, Moody's
stressed debt service coverage ratio and the Herfindahl Index,
remaining within acceptable ranges.  Based on Moody's current base
expected loss, the credit enhancement levels for the affirmed
classes are sufficient to maintain their current ratings.  The
downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans.

Moody's rating action reflects a cumulative base expected loss of
29.2% of the current balance.  At last review, Moody's cumulative
base expected loss was 39.2%.  Moody's stressed scenario loss is
29.6% of the current balance.

Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels.  If future performance materially declines,
the expected level of credit enhancement and the priority in the
cash flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the current stressed
macroeconomic environment and continuing weakness in the
commercial real estate and lending markets.  Moody's currently
views the commercial real estate market as stressed with further
performance declines expected in the industrial, office, and
retail sectors.  Hotel performance has begun to rebound, albeit
off a very weak base.  Multifamily has also begun to rebound
reflecting an improved supply / demand relationship.  The
availability of debt capital is improving with terms returning
towards market norms.  Job growth and housing price stability will
be necessary precursors to commercial real estate recovery.
Overall, Moody's central global scenario remains "hook-shaped" for
2010 and 2011; Moody's expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a paydown analysis based on the
individual loan level Moody's LTV ratio.  Moody's Herfindahl
score, a measure of loan level diversity, is a primary determinant
of pool level diversity and has a greater impact on senior
certificates.  Other concentrations and correlations may be
considered in Moody's analysis.  Based on the model pooled credit
enhancement levels at Aa2 and B2, the remaining conduit classes
are either interpolated between these two data points or
determined based on a multiple or ratio of either of these two
data points.  For fusion deals, the credit enhancement for loans
with investment-grade credit estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the credit estimate of the
loan which corresponds to a range of credit enhancement levels.
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the credit estimate level, is incorporated for
loans with similar credit estimates in the same transaction.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology.  This methodology uses the
excel-based Large Loan Model v 8.0 and then reconciles and weights
the results from the two models in formulating a rating
recommendation.  The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios.  Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship.  These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated January 28, 2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

                         Deal Performance

As of the October 15, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 91% to $69.6
million from $771.9 million at securitization.  The Certificates
are collateralized by 17 mortgage loans ranging in size from less
than 1% to 16% of the pool, with the top ten loans representing
84% of the pool.  Four loans, representing 14% of the pool, have
defeased and are collateralized with U.S. Government securities.

Two loans, representing 2% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council monthly reporting package.  As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Fifteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $23.2 million (26% loss severity).
Four loans, representing 52% of the pool, are currently in special
servicing.

The largest specially serviced loan is the Radisson Suites -
Secaucus, NJ Loan ($11.2 million -- 16.1% of the pool), which is
secured by a 151 room full-service hotel located in Secaucus, New
Jersey.  The property has changed flags a number of times since
securitization and is currently operating under a La Quinta flag.
The loan was transferred to special servicing in May 2009 due to
delinquency and is currently in the process of foreclosure.  The
loan has passed its anticipated maturity date of October 1, 2009.

The second largest specially serviced loan is the Farmstead
Apartments Loan ($9.8 million -- 14.1% of the pool), which is
secured by a 348 unit multifamily property located in Mesa,
Arizona.  The loan transferred into special servicing in June 2009
due to payment default and is currently in foreclosure.  The loan
has passed its anticipated maturity date of November 1, 2009.

The third largest specially serviced loan is the Lahser Medical
Complex Buildings II, III & IV Loan ($9.4 million -- 13.5% of the
pool), which is secured by three medical office buildings,
comprising approximately 80,000 square feet.  The properties are
located in Southfield, Michigan.  The property was 67% leased as
of July 2010.  The loan transferred into special servicing in
September 2008 due to imminent maturity default and became real
estate owned in August 2009.

The remaining specially serviced loan is secured by a 210 unit
multifamily property located in Mesa, Arizona.  The property is in
the process of foreclosure.  Moody's has estimated an aggregate
$20.3 million loss (56% expected loss on average) for the
specially serviced loans.

Moody's has assumed a high default probability for two poorly
performing loans representing 1.8% of the pool and has estimated a
$250,600 loss (20% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2009 operating results for 88%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 66% compared to 69% at Moody's
prior review.  Moody's net cash flow reflects a weighted average
haircut of 17% to the most recently available net operating
income.  Moody's value reflects a weighted average capitalization
rate of 10.3%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.44X and 1.82X, respectively, compared to
1.18X and 1.80X 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 risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 6, the same at Moody's prior review.

The top three performing conduit loans represent 22% of the pool
balance.  The largest loan is the Wal-Mart Stores Portfolio 2 Loan
($9.1 million -- 13.1% of the pool), which is secured by five
single-tenant retail properties located in Alabama, Georgia, Iowa,
and Louisiana.  The properties are all leased to Wal-Mart and have
lease expirations between April 2011 and September 2011.  At last
review one of the properties was vacant, but they are now all 100%
occupied.  The loan matures in February 2012.  The loan has
amortized 12% since last review.  Moody's LTV and stressed DSCR
are 66% and 1.83 X, respectively, compared to 193% and 0.92X at
last review.

The second largest loan is the Huntersville Square S/C Loan
($3.36 million -- 4.8% of the pool), which is secured by an 84,000
square foot retail center located approximately 12 miles north of
Charlotte in Huntersville, North Carolina.  The center is anchored
by Food Lion and was 100% leased as of December 2009.  The loan
has amortized 24% since last review.  Moody's LTV and stressed
DSCR are 49% and 2.09X, respectively, compared to 42% and 1.86X at
last review.

The third largest loan is the Bainbridge Market Place Loan
($2.9 million -- 4.2% of the pool), which is secured by a
multifamily property located in Chesapeake, Virginia.  The loan
has amortized 13.4% since last review.  Moody's LTV and stressed
DSCR are 84% and 1.29X, respectively, compared to 89% and 1.21X at
last review.


BANK OF AMERICA: S&P Downgrades Ratings on Four Classes of Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage-backed securities from Bank of
America N.A.-First Union National Bank Commercial Mortgage Trust's
series 2001-3.  Concurrently, S&P affirmed its ratings on 13 other
classes from the same transaction.

The rating actions reflect S&P's analysis of the interest
shortfalls that have affected the trust.  As of the October 2010
remittance report, the trust experienced monthly interest
shortfalls totaling $90,055 primarily related to appraisal
subordinate entitlement reduction amounts associated with two of
the four specially serviced loans in the pool.  These two loans
had appraisal reduction amounts in effect totaling $11.8 million,
which generated ASERs of $71,305.  Further driving the interest
shortfalls were monthly special servicing fees ($7,362).  The
monthly interest shortfalls affected class P and also reduced the
liquidity support available to the remaining pooled classes.

The lowered ratings also reflect credit support erosion that S&P
anticipate will occur upon the eventual resolution of the four
specially serviced loans.  In arriving at S&P's adjusted ratings,
S&P also considered the volume of loans maturing within the next
year.

S&P affirmed its rating on the class XC interest-only certificates
based on its current criteria.

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
1.34x and a loan-to-value ratio of 77.0%.  S&P further stressed
the loans' cash flows under S&P's 'AAA' scenario to yield a
weighted average DSC of 1.05x and an LTV ratio of 89.5%.  The
implied defaults and loss severity under the 'AAA' scenario were
31.7% and 22.6%, respectively.  The DSC and LTV calculations S&P
noted above exclude all four ($35.3 million; 4.2%) specially
serviced loans and 38 defeased loans ($316.6 million; 37.2%).  S&P
separately estimated losses for the specially serviced loans,
which S&P included in S&P's 'AAA' scenario implied default and
loss severity figures.

                      Credit Considerations

As of the Oct. 12, 2010, remittance report, four loans
($35.3 million; 4.2%) in the pool were with the special servicer,
C-III Asset Management LLC (C-III).  In addition, the Monroe Mall
loan ($15.0 million; 1.8%) was transferred to special servicing
due to imminent default but the transfer was too late to be
reflected in the October remittance report.  The largest of the
specially serviced loans is in foreclosure ($24.8 million; 2.9%)
and three are 90-plus-days delinquent ($10.5 million, 1.2%).  Two
of the specially serviced loans have appraisal reduction amounts
in effect totaling $11.8 million.  S&P describe the largest loan
with the special servicer below.

The One Peachtree Pointe loan, the largest nondefeased loan in the
pool ($24.8 million; 3.0%), is secured by a 158,248-sq.-ft. office
building in Atlanta, Ga., built in 1999.  The loan was transferred
to the special servicer on Dec. 22, 2009, due to an imminent
payment default, and the loan is now 90-plus-days delinquent.  The
reported DSC was 0.95x for year-end 2008, while the reported
occupancy was 82.5% as of Aug. 31, 2010.  Standard & Poor's
expects a significant loss upon the eventual resolution of this
asset.

The three remaining specially serviced loans ($10.5 million, 1.2%)
have balances that individually represent less than 0.5% of the
total pool balance.  S&P separately estimated losses for all three
of these assets, resulting in a weighted average loss severity of
25.9%.

Excluding the transaction's defeased loans and four specially
serviced loans, 60 loans ($441.3 million, 52.1%) have anticipated
repayment dates or final maturity dates through year-end 2011.
Standard & Poor's considered this large volume of loans with near-
term ARDs/maturities in its rating actions.

                       Transaction Summary

As of the Oct. 12, 2010, remittance report, the transaction had
an aggregate trust balance of $847.2 million (112 loans),
compared with a $1.14 billion trust balance (140 loans) at
issuance.  Wells Fargo Commercial Mortgage Servicing, the master
servicer, provided financial information for 98.8% of the
nondefeased loans.  All of the servicer-provided financial
information was either full-year 2008, partial-year 2009, full-
year 2009, or partial-year 2010 data.  S&P calculated a weighted
average DSC of 1.34x for the nondefeased loans in the pool based
on the reported figures.  S&P's adjusted DSC was also 1.34x and
S&P's adjusted LTV was 77.0%, and exclude the four specially
serviced loans ($35.3 million; 4.2%) and 38 defeased loans
($316.6 million; 37.2%).  S&P separately estimated losses for the
four specially serviced loans.  Twenty-seven loans are on the
master servicer's watchlist ($231.7 million; 27.4%).  Seven loans
($27.9 million, 3.3%) have a reported DSC between 1.0x and 1.1x,
and 13 loans ($90.8 million, 10.7%) have a reported DSC of less
than 1.0x.  The trust has experienced $15.9 million of principal
losses to date.

                     Summary of Top 10 Loans

The top 10 loans secured by real estate have an aggregate
outstanding trust balance of $195.6 million (23.1%).  Using
servicer-reported information, S&P calculated a weighted average
DSC of 1.32x.  S&P's adjusted DSC and LTV figures for the top 10
loans were 1.28x and 84.4%, respectively.  These figures exclude
the largest loan in the pool, the One Peachtree Pointe loan
($24.8 million; 2.9%), which is with the special servicer and
discussed above.  Four of the top 10 loans appear on the master
servicer's watchlist and are discussed below.

The 625 Massachusetts Avenue loan ($22.4 million; 2.6%) is the
second-largest loan in the pool and is secured by a 122,397-sq.-
ft. mixed-use property in Cambridge, Ma., that was built in 1929
and renovated in 1999.  The property consists of 75,372 sq. ft. of
office space and 47,025 sq. ft. of retail space.  This loan
appears on the master servicer's watchlist due to the June 30,
2010, lease expiration of the anchor tenant, Presidents and
Fellows of Harvard College, which had occupied 71,415 sq. ft. This
tenant has since downsized and extended its lease to June 30,
2017, for 41,373 sq. ft. Harmonix Music Systems Inc. executed a
four-year lease for the balance of the space, which commenced
Aug. 1, 2010.  The reported DSC was 1.25x for year-end 2009, while
the reported occupancy was 94% as of August 2010.  Based on the
current leasing status, S&P estimate a DSC in the same vicinity.

The G&K Portfolio 1 Group A loan ($17.1 million; 2.0%) is the
seventh-largest loan in the pool and is secured by two apartment
complexes in California.  One complex consists of 77 units and was
constructed in 1977 in Monrovia, which is approximately 10 miles
west of Pasadena, and the other complex consists of 176 units and
was constructed in 1978 in San Jose.  This loan appears on the
master servicer's watchlist due to a low DSC.  The reported DSC
was 0.77x for year-end 2009, while the reported occupancy was 90%
as of March 31, 2010.  The DSC suffered due to a fire that
occurred in February 2010, which destroyed one three-story
building and displaced approximately 80 tenants.  A full
restoration of this building has been completed.  Based on the
current leasing status, S&P estimate a DSC of 1.36x.

The Boulder Springs Apartments loan ($16.9 million; 2.0%) is the
ninth-largest loan in the pool and is secured by a 166-unit
apartment complex in Maryland Heights, Mo., built in 2000.  The
loan appears on the master servicer's watchlist due to a low DSC.
The reported DSC was 0.83x for year-end 2009, while the reported
occupancy was 96.9% as of March 31, 2010.  Based on the current
leasing status, S&P estimate a DSC of 0.99x.

The WOW Logistics loan ($16.2 million; 1.9%) is the 10th-largest
loan in the pool and is secured by three warehouse facilities
(895,075 sq. ft.) in Wisconsin.  The largest property consists of
474,500 sq. ft. and was built in 1999 in Ashwaubenon.  The
property is occupied by WOW Logistics.  The second property,
containing 210,200 sq. ft., is also occupied by a borrower
affiliate and was built in 1998.  The third property, consisting
of 210,375 sq. ft., is in Janesville and is 100% occupied by
Lowe's Home Centers and was built in 1996.  The loan appears on
the master servicer's watchlist due to a low DSC.  For year-end
2009, the reported DSC and occupancy were 1.05x and 100%,
respectively.

Standard & Poor's stressed the loans 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

   Bank of America N.A. - First Union National Bank Commercial
   Mortgage TrustCommercial mortgage pass-through certificates
                          series 2001-3

                  Rating
                  ------
      Class     To         From        Credit enhancement (%)
      -----     --         ----        ----------------------
      M         BB- (sf)   BB (sf)             4.49
      N         B- (sf)    B+ (sf)             2.81
      O         CCC- (sf)  B (sf)              2.14
      P         CCC- (sf)  B- (sf)             1.47

                         Ratings Affirmed


   Bank of America N.A. - First Union National Bank Commercial
                         Mortgage Trust
   Commercial mortgage pass-through certificates series 2001-3

            Class     Rating   Credit enhancement (%)
            -----     ------   ----------------------
            A-2       AAA (sf)           28.14
            A-2F      AAA (sf)           28.14
            B         AAA (sf)           23.11
            C         AAA (sf)           21.09
            D         AAA (sf)           19.08
            E         AAA (sf)           17.40
            F         AA+ (sf)           15.39
            G         AA- (sf)           13.38
            H         A (sf)             11.70
            J         BBB+ (sf)          10.03
            K         BBB- (sf)           6.50
            L         BB+ (sf)            5.50
            XC        AAA (sf)             N/A

                       N/A - Not applicable.


BEAR STEARNS: Fitch Downgrades Ratings on 11 2005-TOP20 Certs.
--------------------------------------------------------------
Fitch Ratings has downgraded 11 classes of Bear Stearns Commercial
Mortgage Securities Trust, 2005-TOP20 commercial mortgage pass-
through certificates, due to the further deterioration of
performance, most of which involves increased losses on the
specially serviced loans.

As a result of the expected losses on loans currently in special
servicing, the majority of which are related to the Circuit City
loan, Fitch expects classes M through P to be fully depleated.  As
of the September 2010 distribution date, the pool's aggregate
principal balance has been paid down by 7% to $1.95 billion from
$2.1 billion at issuance.  Two loans (0.4%) are currently
defeased.  As of September 2010, cumulative interest shortfalls
only affect class Q.

Fitch has designated 28 loans (16.5%) as Fitch Loans of Concern,
which includes nine specially serviced loans (3.1%).  The largest
specially serviced loan (7.3%) is secured by a one million sf
regional mall in Gaithersburg, MD.  The loan transferred to
special servicing in May 2010 for maturity default after the
sponsor was unable to refinance the existing debt.  Recently, a
modification was approved which provides a one-year extension: the
new maturity date is July 8, 2011, with two one-year extension
options available.  The special servicer is monitoring the loan
for an eventual return to the master servicer.

The next largest specially serviced loan (1.6%) is secured by the
former headquarters of Circuit City, a 368,255 sf office building
located in Richmond, VA.  At Fitch's last review, updated opinions
on property value were not available, and a market value analysis
was used in determining expected losses.  Recently, however, the
servicer delivered an updated value estimate which indicates
significant losses.  The servicer is discussing workout options
with the borrower, including a deed in lieu of foreclosure if a
prospective property sale currently being negotiated does not
materialize.

Fitch stressed the value of the non-defeased loans by applying a
5% haircut to 2009 fiscal year-end net operating income (NOI) and
applying an adjusted market cap rate between 7.25% and 10% 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 DSCR of 1.25x or higher were considered to
pay off at maturity.  Of the non-defeased or non-specially
serviced loans, 73 loans (40.8% of the overall pool) were assumed
not to be able to refinance, of which Fitch modeled losses for 15
loans (6.7%) in instances where Fitch's derived value was less
than the outstanding balance.

Fitch has downgraded these classes and revised Rating Outlooks,
Loss Severity ratings and Recovery Ratings (RR) as indicated:

  -- $28.5 million class E to 'BBBsf/LS4' from 'A/LS3'; Outlook
     Stable;

  -- $18.1 million class F to 'BBB-sf/LS5' from 'BBB/LS4'; Outlook
     Stable;

  -- $18.1 million class G to 'BBsf/LS5' from 'BBB-/LS4'; Outlook
     Stable;

  -- $23.3 million class H to 'Bsf/LS5' from 'BB/LS3'; Outlook to
     Negative from Stable;

  -- $18.1 million class J to 'B-sf/LS5' from 'B/LS4'; Outlook
     Negative;

  -- $5.2 million class K to 'CCCsf/RR1' from 'B/LS5';

  -- $7.8 million class L to 'Csf/RR1' from 'B-/LS5';

  -- $7.8 million class M to 'Csf/RR6' from 'B-/LS5';

  -- $2.6 million class N to 'Csf/RR6' from 'B-/LS5';

  -- $2.6 million class O to 'Csf/RR6' from 'B-/LS5';

  -- $5.2 million class P to 'Csf/RR6' from 'B-/LS5'.

In addition, Fitch has affirmed these classes as indicated:

  -- $169 million class A-2 at 'AAAsf/LS1'; Outlook Stable;
  -- $176 million class A-3 at 'AAAsf/LS1'; Outlook Stable;
  -- $142.6 million class A-AB at 'AAAsf/LS1'; Outlook Stable;
  -- $955 million class A-4A at 'AAAsf/LS1'; Outlook Stable;
  -- $130.8 million class A-4B at 'AAAsf/LS1'; Outlook Stable;
  -- $147.7 million class A-J at 'AAsf/LS3'; Outlook Stable;
  -- $15.5 million class B at 'AAsf/LS5'; Outlook Stable;
  -- $20.7 million class C at 'Asf/LS5'; Outlook Stable;
  -- $15.5 million class D at 'Asf/LS5'; Outlook Stable;
  -- $20 million class LF at 'Bsf/LS5'; Outlook Negative;

The $15.5 million class Q is not rated by Fitch.  Class A-1 has
been paid in full.  The class A-1 has been paid in full.  Fitch
withdraws the ratings on the interest-only class X.


BEAR STEARNS: Moody's Downgrades Rating on Class 2-A-1 Notes
------------------------------------------------------------
Moody's Investors Service has downgraded the rating of class 2-A-1
issued by Bear Stearns Structured Products Inc. Trust Notes,
Series 2008-R2.

Issuer: Bear Stearns Structured Products Inc. Trust Notes, Series
2008-R2

  -- Cl. 2-A-1, Downgraded to Caa3 (sf); previously on Jan. 29,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The action is as a result of the bond not having sufficient credit
enhancement to maintain the current rating compared to the revised
loss expectation on the pool of mortgages backing the underlying
certificate.

The resecuritization is backed by Class 2-A-1 (the "Underlying
Certificate") issued by CWALT, Inc. Mortgage Pass-Through
Certificates, Series 2007-HY4.  The underlying certificate is
backed primarily by first-lien, Alt-A residential mortgage loans.
The Class 2-A-1 issued in the resecuritization transaction is a
senior class, supported by a subordinated bond Class 2-A-2, which
receives principal payments after Class 2-A-1 but absorbs losses
before Class 2-A-1.

Moody's ratings on certificates in a resecuritization are based
on:

  (i) The updated expected loss of the pool of loans backing the
      underlying certificate and the updated rating on the
      underlying certificate.  Moody's current loss expectation on
      the pool backing CWALT, Inc. Mortgage Pass-Through
      Certificates, Series 2007-HY4 is 40% expressed as a
      percentage of outstanding deal balance.  The current rating
      on the 2-A-1 bond is Ca.

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

(iii) The structure of the resecuritization transaction.

Moody's first updated its loss assumptions on the underlying pool
of mortgage loans (backing the underlying certificate) and then
arrived at an updated rating on the underlying certificate.  The
rating on the underlying certificate is based on expected
recoveries on the bonds under ninety-six different combinations 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.

In order to determine the ratings of the resecuritized bonds, the
loss on the underlying certificate was ascribed to the
resecuritized classes, 2-A-1 and 2-A-2, according to the structure
of the resecuritized transaction.  The losses on the resecuritized
certificates are allocated "bottom up" with Class 2-A-2 taking
loss ahead of Class 2-A-1.  Principal payments to the certificates
are allocated sequentially, with Class 2-A-1 being paid ahead of
Class 2-A-2.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

As a part of the sensitivity analysis, Moody's stressed the
updated expected loss of the pool of loans backing the underlying
certificate by an additional 10% and found that the rating on the
resecuritization bond 2-A-1 changes from Caa3 to Ca.

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


BEAR STEARNS: Moody's Downgrades Ratings on 73 Tranches
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 73
tranches, upgraded the ratings of two tranches, and confirmed the
ratings of three tranches from 12 RMBS transactions issued by Bear
Stearns Asset Backed Securities I Trust and one RMBS transaction
issued by Bear Stearns Mortgage Funding Trust.  The collateral
backing these transactions primarily consists of first-lien, fixed
and adjustable-rate Alt-A residential mortgages.

                        Ratings Rationale

The actions are a result of the continued performance
deterioration in Alt-A pools in conjunction with home price and
unemployment 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.

As to certain tranches of BSABS 2006-AC1 and BSABS 2006-AC2, in
addition to adjustments to reflect updated loss expectations,
Moody's has also adjusted the ratings to address the resolution of
discrepancies within the transaction documents.  Moody's has
adjusted the ratings on Classes II-1A-1, II-1A-2, II-2A-1, and II-
2A-2 issued by BSABS 2006-AC1 to reflect the fact that the Pooling
and Servicing Agreement allocates losses from collateral Subgroup
II-1 to Classes II-1A-1 and II-1A-2 on a pro-rata basis, and
losses from collateral Subgroup II-2 to Classes II-2A-1 and II-2A-
2 on a pro-rata basis.  Moody's previous rating actions reflected
additional credit enhancement to Classes II-1A-1 and II-2A-1 based
on conflicting language from the Prospectus Supplement, which
denotes Classes II-1A-2 and II-2A-2 as respective support tranches
to Classes II-1A-1 and II-2A-1 for the interest portion of
realized losses.  The trustee has confirmed that it is following
the PSA for BSABS 2006-AC1, and Moody's has adjusted its analysis
accordingly.

Moody's has also adjusted the ratings on Classes II-1A-1 and II-
1A-2 issued by BSABS 2006-AC2 to reflect a similar discrepancy
between the Prospectus Supplement and PSA for this transaction.
The Pooling and Servicing Agreement (PSA) allocates losses from
collateral Subgroup II-1 to Classes II-1A-1, II-1A-2, and the
remaining Subgroup II-2 senior classes on a pro-rata basis.
Moody's previous rating actions are based on the Prospectus
Supplement, which denotes Class II-1A-2 as a support tranche to
Class II-1A-1.  The trustee has confirmed that it is following the
PSA for BSABS 2006-AC2, and Moody's has adjusted its analysis
accordingly.

In addition, Moody's has adjusted the ratings on two interest-only
tranches: Class II-X issued by BSABS 2006-AC2, and Class X issued
by BSABS 2007-AC1.  Moody's previous ratings on both Class II-X
and Class X were based on incorrect assumptions about each
tranche's corresponding notional balance.  In fact, the Class II-X
notional balance is based on the aggregate outstanding balance of
all BSABS 2006-AC2 Group II mortgage loans, and the Class X
notional balance is based on the outstanding balance of Class A-3
issued by BSABS 2007-AC1, and Moody's has adjusted its analysis
accordingly.

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.

Class I-A-2 issued by BSABS 2006-AC1 is wrapped by Financial
Guaranty Insurance Company (Rating withdrawn).  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 Financial Guaranty
Insurance Company are rated at their underlying rating without
consideration of FGIC's guaranty.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

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

Complete rating actions are:

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC1

  -- Cl. I-A-1, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A-2, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Underlying Rating: Downgraded to Caa3 (sf); previously on
     Jan. 21, 2010 Ba2 (sf) Placed Under Review for Possible
     Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
      (Insured Rating Withdrawn March 25, 2009)

  -- Cl. II-1A-1, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-1A-2, Upgraded to Caa2 (sf); previously on Jan. 14,
     2010 Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-2A-1, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-2A-2, Confirmed at Ca (sf); previously on Jan. 14,
     2010 Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-1X, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-1PO, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-2X, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-2PO, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

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

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

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

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC2

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

  -- Cl. I-A-2, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

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

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

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

  -- Cl. II-1A-1, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-1A-2, Upgraded to Caa2 (sf); previously on Jan. 14,
     2010 Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-1A-3, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-1A-4, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-1A-5, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-1A-6, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-2A-1, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. II-2A-3, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-2A-4, Downgraded to C (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-X, Confirmed at Caa2 (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-PO, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC3

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

  -- Cl. I-A-2, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. II-A-2, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

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

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

  -- Cl. M-3, Downgraded to C (sf); previously on Jan. 14, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC4

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

  -- Cl. A-2, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

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

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC5

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

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

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

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-IM1

  -- Cl. A-1, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. A-6, Downgraded to C (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-7, Downgraded to C (sf); previously on Jan. 14, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-ST1

  -- Cl. A-1, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-AC1

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

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

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

  -- Cl. X, Downgraded to C (sf); previously on Jan. 14, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-AC2

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to C (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. X, Downgraded to C (sf); previously on Jan. 14, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-AC3

  -- Cl. A-1, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-AC4

  -- Cl. A-1, Confirmed at Caa3 (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. A-4, Downgraded to C (sf); previously on Jan. 14, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-AC5

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to C (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to C (sf); previously on Jan. 14, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-7, Downgraded to C (sf); previously on Jan. 14, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. PO, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. X, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns Mortgage Funding Trust 2006-AC1

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade


BEAR STEARNS: Moody's Reviews Ratings on 12 2005-PWR8 Certs.
------------------------------------------------------------
Moody's Investors Service placed 12 classes of Bear Stearns
Commercial Mortgage Securities Trust Commercial Mortgage Pass-
Through Certificates, Series 2005-PWR8 on review for possible
downgrade:

  -- Cl. A-J, Aa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 8, 2009 Downgraded to Aa3 (sf)

  -- Cl. B, A2 (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 8, 2009 Downgraded to A2 (sf)

  -- Cl. C, A3 (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 8, 2009 Downgraded to A3 (sf)

  -- Cl. D, Baa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 8, 2009 Downgraded to Baa2 (sf)

  -- Cl. E, Baa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 8, 2009 Downgraded to Baa3 (sf)

  -- Cl. F, Ba3 (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 8, 2009 Downgraded to Ba3 (sf)

  -- Cl. G, B2 (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 8, 2009 Downgraded to B2 (sf)

  -- Cl. H, B3 (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 8, 2009 Downgraded to B3 (sf)

  -- Cl. J, Caa1 (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 8, 2009 Downgraded to Caa1 (sf)

  -- Cl. K, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 8, 2009 Downgraded to Caa2 (sf)

  -- Cl. L, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 8, 2009 Downgraded to Caa3 (sf)

  -- Cl. M, Ca (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 8, 2009 Downgraded to Ca (sf)

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated October 8, 2009.

                   Deal And Performance Summary

As of the October 12, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 10% to
$1.58 billion from $1.76 billion at securitization.  The
Certificates are collateralized by 187 mortgage loans ranging in
size from less than 1% to 11% of the pool, with the top ten loans
representing 31% of the pool.  Seven loans, representing 8% of the
pool, have defeased and are collateralized with U.S. Government
securities.  Defeasance at last review was essentially the same.

Sixty-seven loans, representing 29% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (formerly the 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, resulting in an
aggregate realized loss of $19.9 million (44% loss severity).
Seven loans, representing 4% of the pool, are currently in special
servicing.  The specially serviced loans are secured by a mix of
multifamily, retail, hotel and industrial property types.  The
master servicer has recognized appraisal reductions totaling
$13.3 million for five of the specially serviced loans.
Moody's review will focus on potential losses from specially
serviced and troubled loans and the performance of the overall
pool.


BERKELEY STREET: Moody's Upgrades Ratings on Two Classes
--------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by Berkeley Street CDO (Cayman)
Ltd.:

  -- US$192,500,000 Class A-1 Floating Rate Senior Secured
     Notes Due 2013 (current outstanding balance of $52,830,831),
     Upgraded to Aa1 (sf); previously on May 19, 2009 Downgraded
     to Ba1 (sf);

  -- US$34,800,000 Class A-2 Fixed Rate Senior Secured Notes
     Due 2013, Upgraded to Ba3 (sf); previously on May 19, 2009
     Downgraded to Caa3 (sf).

                        Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from the significant delevering of the Class A-1 Notes,
which have been paid down by approximately 70% or $124 million
since the last rating action in May 2009.  Moody's notes that a
considerable amount of the principal proceeds used to delever the
Class A-1 Notes came from unscheduled prepayments and redemptions
(including redemptions at par or at a premium to par) of bonds in
the underlying portfolio as well as from workouts and
restructurings of distressed bonds that resulted in better than
expected recovery values.  As a result of the delevering, Moody's
adjusted overcollateralization ratios have increased substantially
since the previous rating action in May 2009.  Based on data from
the latest trustee report dated September 16, 2010 and the most
recent distribution on September 23, 2010, Moody's adjusted Class
A overcollateralization ratio was calculated to be 134.45% versus
the May 2009 level of 106.89%.  Moody's notes that differences
between Moody's adjusted overcollateralization ratios versus
trustee-reported overcollateralization ratios are mainly driven by
accounting for the additional distribution on September 23, 2010,
defaulting additional securities that are currently rated Ca or C
(following watchlist and outlook adjustments) and the recoveries
assigned to defaulted securities.

Moody's also notes that although the trustee-reported weighted
average rating factor has increased since the last rating action
from 3720 in March 2009 to 4485 in September 2010, this increase
has been more than offset by the substantial delevering of the
transaction.

Finally, Moody's noted that the portfolio includes a number of
investments in securities that mature after the maturity date of
the notes.  Based on the September 2010 trustee report, securities
that mature after the maturity date of the notes currently make up
approximately 5.3% of the underlying portfolio versus 3.5% in
March 2009.  These investments potentially expose the notes to
market risk in the event of liquidation at the time of the notes'
maturity.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers.  In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds of $113 million, defaulted par of $37, weighted average
default probability of 22.86% (implying a WARF of 5258), a
weighted average recovery rate upon default of 19.86%, and a
diversity score of 25.  These default and recovery properties of
the collateral pool are incorporated in cash flow model analysis
where they are subject to stresses as a function of the target
rating of each CLO liability being reviewed.  The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool.  The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool.  In each case, historical and market
performance trends, and collateral manager latitude for trading
the collateral are also factors.

Berkeley Street CDO (Cayman) Ltd., issued in March 2001, is a
collateralized bond obligation backed primarily by a portfolio of
senior unsecured bonds.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.  In addition, due to the low
diversity of the collateral pool, CDOROM 2.6 was used to simulate
a default distribution that was then applied as an input in the
cash flow model.

In addition to the base case analysis described above, Moody's
also performed a number of sensitivity analyses to test the impact
on all rated notes, including these:

1.  Various default probabilities to capture potential defaults in
    the underlying portfolio.

2.  A range of recovery rate assumptions for all assets to capture
    variability in recovery rates.

Below is a summary of the impact of different default
probabilities (expressed in terms of WARF levels) on all rated
notes (shown in terms of the number of notches' difference versus
the current model output, where a positive difference corresponds
to lower expected losses), assuming that all other factors are
held equal:

Moody's Adjusted WARF -- 20% (4206)

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

Moody's Adjusted WARF + 20% (6310)

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

Below is a summary of the impact of different recovery rate levels
on all rated notes (shown in terms of the number of notches'
difference versus the current model output, where a positive
difference corresponds to lower expected losses), assuming that
all other factors are held equal:

Moody's Adjusted WARR + 2% (21.86%)

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

Moody's Adjusted WARR - 2% (17.86%)

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

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

Sources of additional performance uncertainties are described
below:

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

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

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

4) Lack of portfolio granularity: The performance of the portfolio
   depends to a large extent on the credit conditions of a few
   large obligors.  Due to the deal's low diversity score and lack
   of granularity, Moody's supplemented its typical Binomial
   Expansion Technique analysis with a simulated default
   distribution using Moody's CDOROMTM software and/or individual
   scenario analysis.


BRAZOS HIGHER: Fitch Affirms B/LS3 Ratings on 5 Classes of Notes
----------------------------------------------------------------
Fitch Ratings affirms both senior and subordinate notes issued by
Brazos Higher Education Authority, Inc. Amended and Restated 2004
Indenture of Trust 1993B.  The Rating Outlook remains Stable for
the senior notes, and a Negative Outlook is assigned to the
subordinate notes.  Fitch's Global Structured Finance Rating
Criteria and FFELP student loan ABS rating criteria, as well as
the refined basis risk criteria outlined in the press release
'Fitch to Gauge Basis Risk in Auction- Rate U.S. FFELP SLABS
Review Appling Updated Criteria' dated Sept. 22, 2010, were used
to review the ratings.

The ratings on the senior notes are affirmed based on the
sufficient level of credit enhancement consisting of subordination
and projected minimum excess spread to cover the applicable risk
factor stresses.

The ratings on the subordinate notes are affirmed at 'B', which
reflects the trust's very high cost structure that will limit the
trust's ability to generate excess spread and reach parity of
100%.  The ratings may be downgraded unless the trust begins to
place auction rate securities at favorable rates and generate
significant amount of excess spread.

Fitch has taken these rating actions:

Brazos Higher Education Authority, Inc. Amended and Restated 2004
Indenture of Trust 1993B)

  -- Series 1999 A-11 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 1999 A-12 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2001 A-6 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2003 A-5 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2003-3 A-10 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2003-4 A-13 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2003-4 A-15 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2004-1 A-5 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2005-1 A-1 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2005-2 A-2 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2005-2 A-3 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2005-2 A-4 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2005-2 A-5 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2006 A-11 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2006 A-12 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2006 A-13 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2006 A-14 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2006 A-15 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2007 A-5 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2007 A-6 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 1999 B-1 affirmed at'B/LS3'; Outlook Negative;
  -- Series 2001 B-2 affirmed at'B/LS3'; Outlook Negative;
  -- Series 2003-3 B-1 affirmed at'B/LS3'; Outlook Negative;
  -- Series 2003-4 B-2 affirmed at'B/LS3'; Outlook Negative;
  -- Series 2004-1 B-1 affirmed at'B/LS3'; Outlook Negative;

Series 2003 A-3 is paid in full.


BRAZOS HIGHER: Fitch Affirms B/LS3 Rating on Series 2006 B-1 Notes
------------------------------------------------------------------
Fitch Ratings affirms both senior and subordinate notes issued by
Brazos Higher Education Authority, Inc. 1999 Indenture of Trust.
The Rating Outlook remains stable for the senior notes, and a
Negative Outlook is assigned to the subordinate note.  Fitch's
Global Structured Finance Rating Criteria and FFELP student loan
ABS rating criteria, as well as the refined basis risk criteria
outlined in the press release 'Fitch to Gauge Basis Risk in
Auction- Rate U.S. FFELP SLABS Review Appling Updated Criteria'
dated Sept. 22, 2010, were used to review the ratings.

The ratings on the senior notes are affirmed based on the
sufficient level of credit enhancement consisting of subordination
and projected minimum excess spread to cover the applicable risk
factor stresses.

The ratings on the subordinate note is affirmed at 'B', which
reflects the trust's very high cost structure that will limit the
trust's ability to generate excess spread and reach parity of
100%.  The ratings may be downgraded unless the trust begins to
place auction rate securities at favorable rates and generate
significant amount of excess spread.

Fitch has affirmed these ratings:

Brazos Higher Education Authority, Inc. 1999 Indenture of Trust

  -- Series 2006 A-3 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2006 A-4 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2006 A-5 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2006 A-6 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Series 2006 B-1 affirmed at 'B/LS3'; Outlook Negative'.


BRAZOS HIGHER: Fitch Cuts Ratings on 6 Notes to 'B/LS3'
-------------------------------------------------------
Fitch Ratings has affirmed the senior student loan notes at 'AAA'
and downgrades the subordinate notes to 'B' issued by Brazos
Higher Education Authority, Inc. Amended and Restated 2002
Indenture of Trust (1993 A/C)(TX).

The Rating Outlook remains Stable for the senior notes.
Additionally, Fitch has assigned Negative Outlook to the
subordinate notes.  Fitch's Global Structured Finance Rating
Criteria and FFELP student loan ABS rating criteria was used to
review the ratings.  Also used was Fitch's refined basis risk
criteria as outlined in the Sept. 22 press release, 'Fitch to
Gauge Basis Risk in Auction- Rate U.S. FFELP SLABS Review Appling
Updated Criteria'.

The ratings on the senior notes are affirmed based on the
sufficient level of credit enhancement (consisting of
subordination, overcollateralization and the projected minimum
excess spread) to cover the applicable risk factor stresses.

The downgrade on the subordinate notes to 'B' are due to the
trust's very high cost structure that will limit the trust's
ability to generate excess spread and reach parity of 100%.  The
ratings may be downgraded further unless the trust begins to place
auction rate securities at favorable rates and generate
significant amount of excess spread.

Fitch has taken these rating actions:

Brazos Higher Education Authority, Inc. Amended and Restated 2002
Indenture of Trust (1993 A/C) (TX)

  -- Series 1997 A-1 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 1998 A-3 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2001 A-7a affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2002 A-4d affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2002 A-10 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2002 A-11 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2002 A-12 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2004 A-7 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2004 A-8 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2004 A-9 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2004 A-11 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2004 A-12 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2004 A-13 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2004 A-14 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2006 A-1 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2006 A-2 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2006 A-7 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2006 A-8 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2006 A-9 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2006 A-10 affirmed at 'AAA/LS1'; Outlook Stable;

  -- Series 2000 B-1 downgraded to 'B/LS3' from 'BB/LS3'; Outlook
     Negative;

  -- Series 2000 C-1 downgraded to 'B/LS3' from 'BB'; Outlook
     Negative;

  -- Series 2001 C-1 downgraded to 'B/LS3' from 'BB'; Outlook
     Negative;

  -- Series 2002 C-1 downgraded to 'B/LS3' from 'BB'; Outlook
     Negative;

  -- Series 2002 C-2 downgraded to 'B/LS3' from 'BB'; Outlook
     Negative;

  -- Series 2004 C-1 downgraded to 'B/LS3' from 'BB'; Outlook
     Negative.


BRAZOS HIGHER: Fitch Cuts Ratings on Class B-1 Sub. Notes to B/LS3
------------------------------------------------------------------
Fitch Ratings affirms the senior student loan notes at 'AAA' and
downgrades the subordinate note to 'B' issued Brazos Higher
Education Authority, Inc. Amended and Restated 2003 Indenture of
Trust (1992C)(TX).  The Rating Outlook remains Stable for the
senior notes and a Negative Outlook was assigned to the
subordinate note.  Fitch used its 'Global Structured Finance
Rating Criteria' and 'FFELP Student Loan ABS Rating Criteria, as
well as the refined basis risk criteria outlined in Fitch's Sept.
22, 2010 press release 'Fitch to Gauge Basis Risk in Auction-Rate
U.S. FFELP SLABS Review' to review the ratings.

The ratings on the senior notes are affirmed based on the
sufficient level of credit enhancement consisting of subordination
and projected minimum excess spread to cover the applicable risk
factor stresses.

The rating on the subordinate note is downgraded to 'B' due to the
trust's very high cost structure that will limit the trust's
ability to generate excess spread and reach parity of 100%.  The
ratings may be downgraded further unless the trust begins to place
auction rate securities at favorable rates and generate
significant amount of excess spread.

Fitch has taken these rating actions:

Brazos Higher Education Authority, Inc. Amended and Restated 2003
Indenture of Trust (1992C) (TX)

Series 2001

  -- Class B-1 downgraded to 'B/LS3' from 'BB'; Outlook Negative.


Series 2002

  -- Class A-2 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Class A-3 affirmed at 'AAA/LS1'; Outlook Stable.

Series 2003

  -- Class A-1 affirmed at 'AAA/LS1'; Outlook Stable.

Series 2007

  -- Class A-1 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Class A-2 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Class A-3 affirmed at 'AAA/LS1'; Outlook Stable;
  -- Class A-4 affirmed at 'AAA/LS1'; Outlook Stable.


CARLYLE HIGH: S&P Raises Ratings on Various Classes of Notes
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2-A, A-3, B, D-1, and D-2 notes from Carlyle High Yield
Partners VII Ltd., a collateralized loan obligation transaction
managed by Carlyle Investment Management LLC.  At the same time,
S&P affirmed its rating on the class C note.  The upgrades reflect
the improved performance S&P has observed in the deal in the past
year.

S&P previously downgraded all of the notes from Carlyle High Yield
Partners VII Ltd. in November 2009 in conjunction with its review
of them following the release of its updated criteria for rating
corporate CDOs in September of 2009.  S&P subsequently raised the
ratings on the class D notes in May of this year following
improvements in the deal's performance.  The transaction has since
continued to perform better both in terms of the improvement in
the credit quality of the underlying portfolio and increase in its
coverage ratios.

In October 2009, the transaction was failing both its class C and
D overcollateralization ratio tests.  At that time, it also had
more than $20 million in defaulted obligations and more than
$45 million in 'CCC' rated assets.  By March 2010, the
overcollateralization ratio tests were passing and the defaulted
obligations and 'CCC' rated assets held in the portfolio had been
reduced to $9 million and $33 million.  The credit performance of
the portfolio has continued to improve, and only $7 million remain
in defaulted obligations and $30 million in 'CCC' rated assets.

The ratings assigned to the class D-1 and D-2 notes were driven by
the largest obligor default test, as they failed to withstand the
specified combination of underlying asset defaults above the 'B'
rating level.

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

                         Rating Actions

                                              Rating
                                              ------
   Carlyle High Yield Partners VII     To              From
   -------------------------------     --              ----
   Class A-1                           AA+ (sf)        AA-(sf)
   Class A-2-A                         AAA (sf)        AA+ (sf)
   Class A-3                           AA+ (sf)        AA- (sf)
   Class B                             AA- (sf)        A (sf)
   Class D-1                           B+ (sf)         CCC+ (sf)
   Class D-2                           B+ (sf)         CCC+ (sf)

                         Rating Affirmed

          Carlyle High Yield Partners VII     Rating
          -------------------------------     ------
          Class C                             BBB+ (sf)


CHASE MORTGAGE: Moodys' Downgrades Ratings on 30 Tranches
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 30
tranches from 6 RMBS transactions issued by Chase Mortgage Finance
Corporation.  The collateral backing these deals primarily
consists of first-lien, mostly fixed-rate Alt-A residential
mortgages.

                        Ratings Rationale

The actions are a result of the continued performance
deterioration in Alt-A pools in conjunction with home price and
unemployment 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.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

Complete rating actions are:

Issuer: ChaseFlex Trust Series 2006-1

  -- Cl. A-2-A, Downgraded to B1 (sf); previously on Jan. 14, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2-B, Downgraded to B1 (sf); previously on Jan. 14, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. A-4, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Caa1 (sf); previously on Jan. 14, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to C (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: ChaseFlex Trust Series 2006-2

  -- Cl. A-2-A, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2-B, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Caa2 (sf); previously on Jan. 14, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to C (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: ChaseFlex Trust Series 2007-1

  -- Cl. 1-A3, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A3, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A6, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A10, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

Issuer: ChaseFlex Trust Series 2007-2

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

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

Issuer: ChaseFlex Trust Series 2007-3

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

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

Issuer: ChaseFlex Trust Series 2007-M1

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

  -- Cl. 1-A2, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A4, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-AV2, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-AV3, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-F4, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-F5, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-F6, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-F7, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade


CITIBANK COMMERCIAL: Moody's Downgrades Ratings on 2007-FL3 Certs.
------------------------------------------------------------------
Moody's Investors Service downgraded 16 classes, confirmed one
class and affirmed two classes of Citibank Commercial Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Series 2007-
FL3.

  -- Cl. A-1, Affirmed at Aaa (sf); previously on June 20, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-2, Affirmed at Aaa (sf); previously on June 20, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2, Downgraded to A2 (sf); previously on Sept. 29, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Baa1 (sf); previously on Sept. 29, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Baa3 (sf); previously on Sept. 29, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Ba1 (sf); previously on Sept. 29, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Ba2 (sf); previously on Sept. 29, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Ba3 (sf); previously on Sept. 29, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to B1 (sf); previously on Sept. 29, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to B2 (sf); previously on Sept. 29, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to Caa1 (sf); previously on Sept. 29, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to Caa3 (sf); previously on Sept. 29, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. THH-1, Downgraded to B1 (sf); previously on Sept. 29,
     2010 Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. INM, Downgraded to Caa3 (sf); previously on Sept. 29,
     2010 Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. MLA-1, Downgraded to B1 (sf); previously on Sept. 29,
     2010 Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. HTT-1, Confirmed at Ba3 (sf); previously on Sept. 29,
     2010 Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. VSM-1, Downgraded to Caa1 (sf); previously on Sept. 29,
     2010 Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. VSM-2, Downgraded to Caa2 (sf); previously on Sept. 29,
     2010 B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. WES, Downgraded to B2 (sf); previously on Sept. 29, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The downgrades were due to the deterioration in the performance of
the assets in the trust, the significant concentration of loans
secured by hotel properties (100% of pooled trust balance), and
refinancing risk associated with loans approaching maturity in an
adverse environment.  Approximately 98% of loans mature within the
next 18 months.

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

Moody's placed these classes on review for possible downgrade on
September 29, 2010.  This action concludes Moody's review.

Further downward pressure on the ratings could occur if the
collateral for the Fairmont Scottsdale Princess loan and the
Intercontinental Miami loan fail to demonstrate Revenue per
Available Room and cash flow improvement in line with Moody's
expectations.  Generally, hotels have begun to show improved
performance since the beginning of 2010.  However, the Phoenix
market has seen a -1% decline in RevPAR year to date through
August 2010 compared to the same period in 2009 based on the Smith
Travel Research 'US Hotel Industry Performance for the month of
August 2010' report.  Miami, on the other hand, has shown a 10%
improvement in RevPAR year to date through August 2010 compared to
the same period in 2009 according to the same data.  Moody's are
expecting the Fairmont Scottsdale Princess to perform better than
the Phoenix hotel market and the Intercontinental Miami to perform
in line with the Miami hotel market.

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

Primary sources of assumption uncertainty are the current stressed
macroeconomic environment and continuing weakness in the
commercial real estate and lending markets.  Moody's currently
views the commercial real estate market as stressed with further
performance declines expected in the industrial, office, and
retail sectors.  Hotel performance has begun to rebound, albeit
off a very weak base.  Multifamily has also begun to rebound
reflecting an improved supply / demand relationship.  The
availability of debt capital is improving with terms returning
towards market norms.  Job growth and housing price stability will
be necessary precursors to commercial real estate recovery.
Overall, Moody's central global scenario remains "hook-shaped" for
2010 and 2011; Moody's expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

Moody's review incorporated the use of the excel-based CMBS Large
Loan Model v 8.0 which is used for both large loan and single
borrower transactions.  The large loan model derives credit
enhancement levels based on an aggregation of adjusted loan level
proceeds derived from Moody's loan level LTV ratios.  Major
adjustments to determining proceeds include leverage, loan
structure, property type, and sponsorship.  These aggregated
proceeds are then further adjusted for any pooling benefits
associated with loan level diversity, other concentrations and
correlations.  The model also incorporates a supplementary tool to
allow for the testing of the credit support at various rating
levels.  The scenario or "blow-up" analysis tests the credit
support for a rating assuming that all loans in the pool default
with an average loss severity that is commensurate with the rating
level being tested.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated March 11, 2009.  The
previous review was part of Moody's first quarter 2009 ratings
sweep and incorporated assumptions for capitalization rates and
stressed cash flows that were outlined in "Rating Methodology
Update: US CMBS Conduit and Fusion Review Prompted by Declining
Property Values and Rising Delinquencies" dated February 5, 2009.
Please see the ratings tab on the issuer / entity page on
moodys.com for the last rating action and the ratings history.

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

As of the October 15, 2010 distribution date, the transaction's
certificate balance decreased by approximately 23% to
$675.4 million from $845.8 billion at securitization due to the
payoff of eight loans and principal pay downs associated with five
loans.  The Certificates are collateralized by twelve floating-
rate loans ranging in size from 1% to 22% of the pooled trust
mortgage balance.  The largest three loans account for 51% of the
pooled balance.  The pool composition includes hotel properties.

The pool has not experienced losses since securitization.
Currently five loans are in special servicing, including the
Hudson Hotel loan ($86.5 million; 13% of the pooled balance), the
Mondrian Los Angeles loan ($28.1 million; 4%), the Westmont
Portfolio loan ($20.1 million, 3%), the Avalon Hotel Beverly Hills
loan ($9.85 million, 1%) and the Maison 140 loan ($4.8 million;
1%).  All of these loans are in special servicing due to maturity
default.  The special servicers are currently negotiating to
extend the maturity date and to require principal payments for the
Hudson Hotel loan, the Mondrian Los Angeles loan, the Avalon Hotel
Beverly Hills loan, and the Maison 140 loan.  The special servicer
is proceeding with foreclosure proceedings for the Westmont
Portfolio loan.

Moody's weighed average pooled loan to value ratio is 87% compared
to 84% at last review on March 11, 2009 and 59% at securitization.
Moody's pooled stressed DSCR is 1.40X compared to 1.32X at last
review and 1.95X at securitization.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.
Large loan transactions generally have a Herf of less than 20.
The pool has a Herf of 8, the same as last review.

The three largest loans in the pool represent 51% of the pooled
balance.  The largest pooled exposure is the Fairmont Scottsdale
Princess loan (22% of the pool balance) which is secured by a 651
room full-service hotel located in Scottsdale, Arizona.  RevPAR
for the year to date period ending July 2010 was $146.14, up 9%
from the RevPAR for the same period in 2009 of $134.50.  According
to Smith Travel Research, RevPAR for Phoenix increased 3% for the
same period.  However, the property's year to date July 2010
RevPAR is still 17% below the 2007 RevPAR.  Moody's current LTV is
over 100% and stressed DSCR is 0.83X.  Moody's current credit
estimate is C compared to Ba2 at last review.

The second largest pooled exposure is the Radisson Lexington Hotel
loan (15%) which is secured by a 705 room full-service hotel
located in Midtown Manhattan, NY.  RevPAR for the year to date
period ending August 2010 was $160.80, up 18% from RevPAR for the
same period in 2009 of $136.12.  The New York City hotel market
has begun to show improved performance based on the Smith Travel
Research 'US Hotel Industry Performance for the month of August
2010' report.  Moody's anticipates that RevPAR for this hotel will
increase in line with the New York City hotel market.  Moody's
current LTV is 53% and stressed DSCR is 2.20X.  Moody's current
credit estimate is Aa2, the same as last review.

The Hudson Hotel loan (13%) is the third largest loan in the pool
and currently in special servicing.  The loan is secured by an 805
room full-service hotel located in Midtown Manhattan, NY.  The
loan is expected to be modified shortly.  A principal payment of
$16 million was applied to the loan in the October remittance
statement.  RevPAR for the year to date period ending August 2010
was $163.19, up 18% from RevPAR for the same period in 2009 of
$141.01.  However, the property's year to date July 2010 RevPAR is
still 37% below the 2008 RevPAR.  The New York City hoel market
has begun to show improved performance based on the Smith Travel
Research 'US Hotel Industry Performance for the month of July
2010' report.  Moody's anticipated RevPAR to increase in line with
the New York City hotel market.  Moody's current LTV is 86% and
stressed DSCR is 0.96X.  Additional to the pooled balance, there
is a non-pooled junior component held in the trust and a non-
pooled junior component held outside the trust.  The junior
component held in the trust supports rake classes THH-1 and THH-2.
Moody's current credit estimate for the pooled balance is Ba3
compared to Ba2 at last review.


CITIGROUP COMMERCIAL: Moody's Reviews Ratings on 15 2006-C4 Certs.
------------------------------------------------------------------
Moody's Investors Service placed 15 classes of Citigroup
Commercial Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2006-C4 on review for possible downgrade:

  -- Cl. A-M, Aaa (sf) Placed Under Review for Possible Downgrade;
     previously on June 30, 2006 Definitive Rating Assigned Aaa
     (sf)

  -- Cl. A-J, Aa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 12, 2009 Downgraded to Aa3 (sf)

  -- Cl. B, A2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 12, 2009 Downgraded to A2 (sf)

  -- Cl. C, A3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 12, 2009 Downgraded to A3 (sf)

  -- Cl. D, Baa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 12, 2009 Downgraded to Baa2 (sf)

  -- Cl. E, Baa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 12, 2009 Downgraded to Baa3 (sf)

  -- Cl. F, Ba2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 12, 2009 Downgraded to Ba2 (sf)

  -- Cl. G, B1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 12, 2009 Downgraded to B1 (sf)

  -- Cl. H, B3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 12, 2009 Downgraded to B3 (sf)

  -- Cl. J, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 12, 2009 Downgraded to Caa2 (sf)

  -- Cl. K, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 12, 2009 Downgraded to Caa2 (sf)

  -- Cl. L, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 12, 2009 Downgraded to Caa2 (sf)

  -- Cl. M, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 12, 2009 Downgraded to Caa3 (sf)

  -- Cl. N, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 12, 2009 Downgraded to Caa3 (sf)

  -- Cl. O, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 12, 2009 Downgraded to Caa3 (sf)

The classes were placed on review for possible downgrade due to
higher expected losses for the pool resulting from anticipated
losses from specially serviced and troubled loans.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated February 12, 2009.

                   Deal And Performance Summary

As of the October 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 3% to $2.2 billion
from $2.3 billion at securitization.  The Certificates are
collateralized by 165 mortgage loans ranging in size from less
than 1% to 9% of the pool, with the top ten loans representing 34%
of the pool.  No loans have defeased.

Thirty loans, representing 22% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council 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 a $1.7 million loss (32% loss severity).  Currently
19 loans, representing 11% of the pool, are in special servicing.
The master servicer has recognized an aggregate $64.1 million
appraisal reduction for 16 of the specially serviced loans.

Based on the most recent remittance statement, Classes J through
P have experienced cumulative interest shortfalls totaling
$3.3 million.  Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans.  Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions and extraordinary
trust expenses.

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


CITIGROUP MORTGAGE: Moody's Downgrades Ratings on Various Certs.
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of classes A-
1, A-2, A-3, and A-4 issued by Citigroup Mortgage Loan Trust Inc.
Re-REMIC Trust Certificates, Series 2006-8.

Issuer: Citigroup Mortgage Loan Trust Inc. Re-REMIC Trust
Certificates, Series 2006-8

  -- Cl. A-1, Downgraded to B3 (sf); previously on Jan. 13, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to B3 (sf); previously on Jan. 13, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to B3 (sf); previously on Jan. 13, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to B3 (sf); previously on Jan. 13, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The actions are as a result of these bonds not having sufficient
credit enhancement to maintain the current ratings compared to the
revised loss expectation on the pool of mortgages backing the
underlying certificate.The resecuritization is backed by Class A-2
issued by CHL Mortgage Pass-Through Trust 2005-21.  The underlying
certificate is backed primarily by first-lien, jumbo residential
mortgage loans.

The resecuritization transaction has only senior classes, which
receive principal payments and losses from the underlying
certificate on a pro-rata basis.

Moody's ratings on certificates in a resecuritization are based
on:

  (i) The updated expected loss of the pool of loans backing the
      underlying certificate and the updated rating on the
      underlying certificate.  Moody's current loss expectation on
      the pool backing CHL Mortgage Pass-Through Trust 2005-21 is
      12% expressed as a percentage of outstanding deal balance.
      The current rating on the A-2 bond is B3.

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

(iii) The structure of the resecuritization transaction.

Moody's first updated its loss assumptions on the underlying pool
of mortgage loans (backing the underlying certificate) and then
arrived at an updated rating on the underlying certificate.  The
rating on the underlying certificate is based on expected
recoveries on the bonds under ninety-six different combinations 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 resecuritized bonds are assigned the same ratings as that of
the underlying certificate as both losses and principal payments
on the underlying certificate are ascribed to the resecuritization
bonds on a pro-rata basis.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

As a part of the sensitivity analysis, Moody's stressed the
updated expected loss of the pool of loans backing the underlying
certificate by an additional 10% and found that the implied
ratings on both the resecuritization bonds change from B3 to Caa1.

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


COMMODORE CDO: S&P Corrects Rating on Class A-1MM Notes to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services corrected its short-term rating
on the class A-1MM notes from Commodore CDO II Ltd. by lowering
it.  Subsequently, S&P lowered the long-term rating and further
lowered the short-term rating on the A-1MM notes and removed the
ratings from CreditWatch with negative implications.  At the same
time, S&P affirmed its ratings on four other classes from the same
transaction.  Commodore CDO II is a mezzanine-grade structured
finance collateralized debt obligation of asset-backed securities
transaction.

Due to an error, S&P did not lower the short-term rating on the A-
1MM notes to 'B' from 'A-1' in September 2009.

The downgrades reflect a number of factors, including credit
deterioration and S&P's negative rating actions on the underlying
U.S. subprime residential mortgage-backed securities.

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

                 Ratings And Creditwatch Actions

                      Commodore CDO II Ltd.

                          Rating
                          ------
  Transaction     To                  From
  -----------     --                  ----
  Class A-1MM     CC (sf)/C (sf)      BB (sf)/A-1 (sf)/Watch Neg



                        Ratings Affirmed

                      Commodore CDO II Ltd.

                 Class                   Rating
                 -----                   ------
                 A-2(a)                  CC
                 A-2(b)                  CC
                 B                       CC
                 C                       CC


CORPORATE BACKED: Moody's Upgrades Ratings on Certs. to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
rating of these certificates issued by Corporate Backed Trust
Certificates, Ford Motor Co. Debenture-Backed Series 2001-36
Trust:

  -- 2,340,040 Corporate Backed Trust Certificates, Ford Motor Co.
     Debenture-Backed Series 2001-36, Class A-1; Upgraded to Ba3;
     Previously on June 1, 2010 Upgraded to B2

                        Ratings Rationale

The transaction is a structured note whose rating is based on the
rating of the Underlying Securities and the legal structure of the
transaction.  The rating action is a result of the change of the
rating of 7.70% Debentures due May 15, 2097, issued by Ford Motor
Company which were upgraded to Ba3 by Moody's on October 8, 2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.


CORTS TRUST: Moody's Upgrades Ratings on Certificates to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
rating of these certificates issued by CorTS Trust for Ford
Debentures:

  -- 12,000,000 7.40% Corporate-Backed Trust Securities (CorTS)
     Certificates; Upgraded to Ba3; Previously on June 1, 2010
     Upgraded to B2

                        Ratings Rationale

The transaction is a structured note whose rating is based on the
rating of the Underlying Securities and the legal structure of the
transaction.  The rating action is a result of the change of the
rating of 7.40% Debentures due November 1, 2046 issued by Ford
Motor Company which were upgraded to Ba3 by Moody's on October 8,
2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.


CREDIT SUISSE: Moody's Reviews Ratings on Nine 2003-C4 Certs.
-------------------------------------------------------------
Moody's Investors Service placed nine classes of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-
Through Certificates, Series 2003-C4 on review for possible
downgrade:

  -- Cl. D, Aa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Jan. 24, 2007 Upgraded to Aa2 (sf)

  -- Cl. E, A1 (sf) Placed Under Review for Possible Downgrade;
     previously on Jan. 24, 2007 Upgraded to A1 (sf)

  -- Cl. F, A3 (sf) Placed Under Review for Possible Downgrade;
     previously on Jan. 24, 2007 Upgraded to A3 (sf)

  -- Cl. G, Baa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 9, 2003 Definitive Rating Assigned Baa2
     (sf)

  -- Cl. H, Baa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 9, 2003 Definitive Rating Assigned Baa3
     (sf)

  -- Cl. J, Ba1 (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 9, 2003 Definitive Rating Assigned Ba1
     (sf)

  -- Cl. K, Ba2 (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 9, 2003 Definitive Rating Assigned Ba2
     (sf)

  -- Cl. L, Ba3 (sf) Placed Under Review for Possible Downgrade;
     previously on Oct. 9, 2003 Definitive Rating Assigned Ba3
     (sf)

  -- Cl. O, Caa1 (sf) Placed Under Review for Possible Downgrade;
     previously on Mar 11, 2009 Downgraded to Caa1 (sf)

The classes were placed on review for possible downgrade due to
higher expected losses for the pool resulting from realized and
anticipated losses from specially serviced and troubled loans.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated March 11, 2009.

                   Deal And Performance Summary

As of the October 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 27% to
$980.0 million from $1.3 billion at securitization.  The
Certificates are collateralized by 145 mortgage loans ranging in
size from less than 1% to 7% of the pool, with the top ten loans
representing 34% of the pool.  Twenty two loans, representing 18%
of the pool, have defeased and are collateralized with U.S.
Government securities.  Defeasance at last review represented 16%
of the pool.  There are two loans, respresenting 11.6% of the
pool, with investment grade credit estimates, the same as last
review.

Thirty three loans, representing 23% of the pool, are on the
master servicer's watchlist.  The watchlist includes loans which
meet certain portfolio review guidelines established as part of
the CRE Finance Council monthly reporting package.  As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Thirteen loans have been liquidated from the pool since
securitization, resulting in an aggregate $16.6 million loss (42%
loss severity on average).  Currently five loans, representing 5%
of the pool, are in special servicing.  The master servicer has
recognized an aggregate $9.4 million appraisal reduction for four
of the specially serviced loans.

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


CREDIT SUISSE: Moody's Affirms Ratings on 11 2005-C4 Certs.
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of 11 classes and
downgraded 11 classes of Credit Suisse First Boston Mortgage
Securities Corp., Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2005-C4:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on Sept. 6, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on Sept. 6, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on Sept. 6, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-AB, Affirmed at Aaa (sf); previously on Sept. 6, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A5, Affirmed at Aaa (sf); previously on Sept. 6, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-5M, Affirmed at Aaa (sf); previously on Sept. 6, 2005
     Assigned Aaa (sf)

  -- Cl. A-X, Affirmed at Aaa (sf); previously on Sept. 6, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-SP, Affirmed at Aaa (sf); previously on Sept. 6, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1-A, Affirmed at Aaa (sf); previously on Sept. 6, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-J, Downgraded to A3 (sf); previously on Sept. 30, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Baa2 (sf); previously on Sept. 30, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Baa3 (sf); previously on Sept. 30, 2010
     A2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Ba3 (sf); previously on Sept. 30, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to B2 (sf); previously on Sept. 30, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Caa2 (sf); previously on Sept. 30, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Caa3 (sf); previously on Sept. 30, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to Ca (sf); previously on Sept. 30, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to C (sf); previously on Sept. 30, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to C (sf); previously on Sept. 30, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to C (sf); previously on Sept. 30, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

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

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

                        Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans.  The affirmations are due to key
parameters, including Moody's loan to value ratio, Moody's
stressed debt service coverage ratio and the Herfindahl Index,
remaining within acceptable ranges.  Based on Moody's current base
expected loss, the credit enhancement levels for the affirmed
classes are sufficient to maintain their current ratings.

On September 30, 2010, Moody's placed 11 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
7.1% of the current balance compared to 4.9% at Moody's prior
review.

Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels.  If future performance materially declines,
the expected level of credit enhancement and the priority in the
cash flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the current stressed
macroeconomic environment and continuing weakness in the
commercial real estate and lending markets.  Moody's currently
views the commercial real estate market as stressed with further
performance declines expected in the industrial, office, and
retail sectors.  Hotel performance has begun to rebound, albeit
off a very weak base.  Multifamily has also begun to rebound
reflecting an improved supply / demand relationship.  The
availability of debt capital is improving with terms returning
towards market norms.  Job growth and housing price stability will
be necessary precursors to commercial real estate recovery.
Overall, Moody's central global scenario remains "hook-shaped" for
2010 and 2011; Moody's expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a paydown analysis based on the
individual loan level Moody's LTV ratio.  Moody's Herfindahl
score, a measure of loan level diversity, is a primary determinant
of pool level diversity and has a greater impact on senior
certificates.  Other concentrations and correlations may be
considered in Moody's analysis.  Based on the model pooled credit
enhancement levels at Aa2 and B2, the remaining conduit classes
are either interpolated between these two data points or
determined based on a multiple or ratio of either of these two
data points.  For fusion deals, the credit enhancement for loans
with investment-grade credit estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the credit estimate of the
loan which corresponds to a range of credit enhancement levels.
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the credit estimate level, is incorporated for
loans with similar credit estimates in the same transaction.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated November 12, 2009.  Please
see the ratings tab on the issuer / entity page on moodys.com for
the last rating action and the ratings history.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

As of the October 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 17% to $1.1 billion
from $1.3 billion at securitization.  The Certificates are
collateralized by 145 mortgage loans ranging in size from less
than 1% to 5% of the pool, with the top ten loans representing 34%
of the pool.  Six loans, representing 8% of the pool, have
defeased and are collateralized by U.S. Government securities.

Twenty-seven loans, representing 10% 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 monthly reporting package.  As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Six loans have been liquidated from the pool since securitization,
resulting in an aggregate $23.8 million loss (69% loss severity on
average).  Currently, seven loans, representing 6% of the pool,
are in special servicing.  The largest specially serviced loan is
the 301 Yamato Loan ($26.9 million -- 2.5% of the pool), which is
secured by a 206,500 square foot office building located in Palm
Beach, Florida.  The loan was transferred to special servicing in
August 2010 for imminent default and is 60+ days delinquent.  The
remaining six specially serviced loans are secured by a mix of
property types.  The master servicer has recognized an aggregate
$17.9 million appraisal reduction for five of the specially
serviced loans.  Moody's has estimated an aggregate loss of $25
million (40% expected loss on average) for the specially serviced
loans.

Moody's has also assumed a high default probability for 13 poorly
performing loans representing 9% of the pool.  Moody's has
estimated a $29.7 million loss (29% expected loss based on a 50%
probability default) from the troubled loans.

Moody's was provided with full year 2009 and partial year 2010
operating results for 86% and 80% of the pool, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 104% compared to 108% at Moody's prior review.
Moody's net cash flow reflects a weighted average haircut of 12.8%
to the most recently available net operating income.  Moody's
value reflects a weighted average capitalization rate of 9.4%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.40X and 1.02X, respectively, compared to
1.41X and 1.03X 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 risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 44 compared to 53 at Moody's prior review.

The top three performing conduit loans represent 14% of the pool.
The largest conduit loan is the Hilton Gaslamp Quarter Hotel Loan
($59.6 million -- 5.4% of the pool), which is secured by a 282-
room full service hotel located in San Diego's Gaslamp District.
For year-to-date through June 2010, revenue per available room and
occupancy were $140.94 and 88% , respectively, compared to $150.45
and 90% for the same period in 2009.  Despite the recession, the
hotel has been able to maintain high occupancy.  Moody's believes
that the U.S. loding industry has reached the trough in values and
that performance will being to improve going forward.  Moody's LTV
and stressed DSCR are 110% and 1.06X compared to 119% and 0.95X.

The second largest conduit loan is the Och Ziff Hotel Portfolio
Loan ($52.3 million -- 4.7% of the pool), which is secured by a
portfolio of nine limited service hotels totaling 929 rooms and
located throughout Ohio.  The hotels are Marriot-affiliated and
operate under the Courtyard Suites, TownePlace Suites and
Springhill Suite flags.  The loan is on the watch list due to
declines in performance of six of properties.  For the 12-month
period ending December 2009, RevPAR and occupancy were $50.44 and
48%, respectively, compared to $62.22 and 70% in 2008.  The loan
matures in May 2012.  Moody's has determined that this loan has a
high probability of default because of the decline in performance.
Moody's LTV and stressed DSCR are 181% and 0.67X compared to 180%
and 0.66X at last review.

The third largest conduit loan is the Mansion at Coyote Ridge
($46.3 million -- 4.2% of the pool), which is secured by 528-unit,
luxury garden-style multi-family complex located in Carrolton,
Texas.  The property is also encumbered by $4.0 million b-note
which is held outside the trust.  As of June 2010, the property
was 92% leased compared 95% in December 2009.  Despite the decline
in occupancy, performance has improved since last review due to
increased rental rates and stable operating expenses.  Moody's LTV
and stressed DSCR are 101% and 0.91X, respectively, compared to
115% and 0.8X at last review.


CREDIT SUISSE: Moody's Reviews Ratings on 2007-C3 Certs.
--------------------------------------------------------
Moody's Investors Service placed 13 classes of Credit Suisse
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2007-C3 on review for possible downgrade:

  -- Cl. A-1-A1, Aaa (sf) Placed Under Review for Possible
     Downgrade; previously on July 30, 2007 Definitive Rating
     Assigned Aaa (sf)

  -- Cl. A-1-A2, Aaa (sf) Placed Under Review for Possible
     Downgrade; previously on July 30, 2007 Assigned Aaa (sf)

  -- Cl. A-AB, Aaa (sf) Placed Under Review for Possible
     Downgrade; previously on July 30, 2007 Definitive Rating
     Assigned Aaa (sf)

  -- Cl. A-4, Aaa (sf) Placed Under Review for Possible Downgrade;
     previously on July 30, 2007 Definitive Rating Assigned Aaa
      (sf)

  -- Cl. A-M, Aa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Dec. 16, 2009 Downgraded to Aa3 (sf)

  -- Cl. A-J, Ba1 (sf) Placed Under Review for Possible Downgrade;
     previously on Dec. 16, 2009 Downgraded to Ba1 (sf)

  -- Cl. B, Ba3 (sf) Placed Under Review for Possible Downgrade;
     previously on Dec. 16, 2009 Downgraded to Ba3 (sf)

  -- Cl. C, B2 (sf) Placed Under Review for Possible Downgrade;
     previously on Dec. 16, 2009 Downgraded to B2 (sf)

  -- Cl. D, Caa1 (sf) Placed Under Review for Possible Downgrade;
     previously on Dec. 16, 2009 Downgraded to Caa1 (sf)

  -- Cl. E, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Dec. 16, 2009 Downgraded to Caa2 (sf)

  -- Cl. F, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Dec. 16, 2009 Downgraded to Caa3 (sf)

  -- Cl. G, Ca (sf) Placed Under Review for Possible Downgrade;
     previously on Dec. 16, 2009 Downgraded to Ca (sf)

  -- Cl. H, Ca (sf) Placed Under Review for Possible Downgrade;
     previously on Dec. 16, 2009 Downgraded to Ca (sf)

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated December 16, 2009.

                   Deal And Performance Summary

As of the October 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 3% to $2.62 billion
from $2.68 billion at securitization.  The Certificates are
collateralized by 232 mortgage loans ranging in size from less
than 1% to 6% of the pool, with the top ten loans representing 32%
of the pool.

Sixty-one loans, representing 21% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council 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.

Eleven loans have been liquidated from the pool since
securitization, resulting in an aggregate $31.6 million loss (60%
loss severity on average).  Currently, 30 loans, including two of
the pool's top five loans, are in special servicing.  The special
serviced loans represent 26% of the pool.  The largest specially
serviced loan is the Main Plaza Loan ($160.7 million -- 6% of the
pool), which is secured by two 12-story office buildings located
in Irving, California.  The two buildings total 583,000 square
feet At securitization, the property was owned by Maguire
Properties; it was subsequently sold to Shorenstein Properties in
2008.  The loan was transferred to special servicing in July 2010
for imminent default and is current.  The master servicer has not
recognized an appraisal reduction yet for this loan but has
recognized an aggregate $153.3 million appraisal reduction for 19
of the specially serviced loans.

Based on the most recent remittance statement, Classes E through
NR have experienced cumulative interest shortfalls totaling
$11.4 million.  Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans.  Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions and extraordinary
trust expenses.

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


CREDIT SUISSE: S&P Corrects Rating on Class P-P From 'CC'
---------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on class
P-P from Credit Suisse First Boston Mortgage Securities Corp.'s
series 2002-5 by raising it to 'AAA (sf)' from 'CC (sf)'.

On Feb. 17, 2010, S&P lowered its rating on class P-P to 'CC (sf)'
due to an error.  S&P is restoring its rating on this principal-
only class to its pre-Feb. 17, 2010, level, which reflects its
current analysis of this class.  Class P-P is a prepayment penalty
class associated with the transaction's group III and group IV
mortgage loans, which are subject to prepayment penalties.

                         Rating Corrected

       Credit Suisse First Boston Mortgage Securities Corp.
           Mortgage-backed certificates series 2002-5

                                     Rating
                                     ------
   Class    CUSIP        Current     02/17/10     Pre-02/17/10
   -----    -----        -------     --------     ------------
   P-P      22540VZX3   'AAA (sf)'   'CC (sf)'    'AAA (sf)'


CSMC RESECURITIZATION: Moody's Cuts Ratings on Two 2006-1R Notes
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of class 1-A-
1 and class 1-A-2 issued by CSMC Resecuritization Trust 2006-1R.

Issuer: CSMC Resecuritization Trust 2006-1R

  -- Cl. 1-A-1, Downgraded to B2 (sf); previously on Jan. 13, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to B2 (sf); previously on Jan. 13, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The actions are as a result of these bonds not having sufficient
credit enhancement to maintain the current ratings compared to the
revised loss expectation on the pool of mortgages backing the
underlying certificate.

The resecuritization is backed by Class Cl. IA-13 issued by
Citicorp Mortgage Securities, Inc. 2006-1.  The underlying
certificate is backed primarily by first-lien, prime residential
mortgage loans.

The classes 1-A-1 and 1-A-2 issued in the resecuritization
transaction are both senior classes, which receive principal
payments and losses from the underlying certificate on a pro-rata
basis.

Moody's ratings on certificates in a resecuritization are based
on:

  (i) The updated expected loss of the pool of loans backing the
      underlying certificate and the updated rating on the
      underlying certificate.  Moody's current loss expectation on
      the pool backing Citicorp Mortgage Securities, Inc. 2006-1
      is 5.2% expressed as a percentage of outstanding deal
      balance.  The current rating on the IA-13 bond is B2.

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

(iii) The structure of the resecuritization transaction.
      Moody's first updated its loss assumptions on the underlying
      pool of mortgage loans (backing the underlying certificate)
      and then arrived at an updated rating on the underlying
      certificate.  The rating on the underlying certificate is
      based on expected recoveries on the bonds under ninety-six
      different combinations 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 resecuritized bonds are assigned the same ratings as that of
the underlying certificate as both losses and principal payments
on the underlying certificate are ascribed to the resecuritization
bonds on a pro-rata basis.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

As a part of the sensitivity analysis, Moody's stressed the
updated expected loss of the pool of loans backing the underlying
certificate by an additional 10% and found that the ratings on the
resecuritization bonds do not change.

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


CWALT INC: Moody's Downgrades Ratings on Two 2006-37R Certs.
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of classes A-
1 and A-2 issued by CWALT, Inc. Mortgage Pass-Through
Certificates, Series 2006-37R.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-37R

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 29, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Caa3 (sf); previously on Jan. 29, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The actions are as a result of these bonds not having sufficient
credit enhancement to maintain the current ratings compared to the
revised loss expectation on the pool of mortgages backing the
underlying certificate.

The resecuritization is backed by Class I-A-3 issued by CWALT,
Inc. Mortgage Pass-Through Certificates, Series 2006-4CB.  The
underlying certificate is backed primarily by first-lien, Alt-A
residential mortgage loans.  The classes A-1 and A-2 issued in the
resecuritization transaction are both senior classes, which
receive principal payments and losses from the underlying
certificate on a pro-rata basis.

Moody's ratings on certificates in a resecuritization are based
on:

  (i) The updated expected loss of the pool of loans backing the
      underlying certificate and the updated rating on the
      underlying certificate.  Moody's current loss expectation on
      the pool backing CWALT, Inc. Mortgage Pass-Through
      Certificates, Series 2006-4CB is 25% expressed as a
      percentage of outstanding deal balance.  The current rating
      on the I-A-3 bond is Caa3.

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

(iii) The structure of the resecuritization transaction.

Moody's first updated its loss assumptions on the underlying pool
of mortgage loans (backing the underlying certificate) and then
arrived at an updated rating on the underlying certificate.  The
rating on the underlying certificate is based on expected
recoveries on the bonds under ninety-six different combinations 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 resecuritized bonds are assigned the same ratings as that of
the underlying certificate as both losses and principal payments
on the underlying certificate are ascribed to the resecuritization
bonds on a pro-rata basis.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

As a part of the sensitivity analysis, Moody's stressed the
updated expected loss of the pool of loans backing the underlying
certificate by an additional 10% and found that the implied
ratings on both the resecuritization bonds change from Caa3 to Ca.

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


DEUTSCHE ALT-A: Moody's Junks Rating on Class 1-A-1 2007-2R Notes
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of class 1-A-1
issued by Deutsche Alt-A Securities Resecuritization Trust, Series
2007-2R.

Issuer: Deutsche Alt-A Securities Resecuritization Trust, Series
2007-2R

  -- Cl. 1-A-1, Downgraded to Caa1 (sf); previously on Jan. 29,
     2010 Ba2 (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The action is as a result of the bond not having sufficient credit
enhancement to maintain the current rating compared to the revised
loss expectation on the pool of mortgages backing the underlying
certificate.

The resecuritization is backed by Class 1-A-1 issued by CWALT,
Inc. Mortgage Pass-Through Certificates, Series 2007-21CB.  The
underlying certificate is backed primarily by first-lien, Alt-A
residential mortgage loans.  The resecuritization transaction has
only one senior class, which receives all principal payments and
losses from the underlying certificate.

Moody's ratings on certificates in a resecuritization are based
on:

  (i) The updated expected loss of the pool of loans backing the
      underlying certificate and the updated rating on the
      underlying certificate.  Moody's current loss expectation on
      the pool backing CWALT, Inc. Mortgage Pass-Through
      Certificates, Series 2007-21CB is 20% expressed as a
      percentage of outstanding deal balance.  The current rating
      on the 1-A-1 bond is Caa1.

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

(iii) The structure of the resecuritization transaction.

Moody's first updated its loss assumptions on the underlying pool
of mortgage loans (backing the underlying certificate) and then
arrived at an updated rating on the underlying certificate.  The
rating on the underlying certificate is based on expected
recoveries on the bonds under ninety-six different combinations 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.

In order to determine the rating of the resecuritized bond, the
losses and principal payments on the underlying certificate were
fully ascribed to the resecuritized bond.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

As a part of the sensitivity analysis, Moody's stressed the
updated expected loss of the pool of loans backing the underlying
certificate by an additional 10% and found that the implied rating
on the resecuritization bond changed from Caa1 to Caa2.

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


DEUTSCHE MORTGAGE: Moody's Cuts Ratings on Two 2008-RS1 Notes
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of classes 3-
A-1 and 4-A-1 issued by Deutsche Mortgage Securities, Inc. REMIC
Trust Certificates, Series 2008-RS1.

Issuer: Deutsche Mortgage Securities, Inc. REMIC Trust
Certificates, Series 2008-RS1

  -- Cl. 3-A-1, Downgraded to Caa3 (sf); previously on Jan. 29,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-1, Downgraded to Caa2 (sf); previously on Jan. 29,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

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

The resecuritization bonds 3-A-1 and 3-A-2 are backed by Class II-
2A-1 (the "Underlying Certificate") issued by Bear Stearns Alt-A
Trust 2006-4.  The resecuritization bonds 4-A-1 and 4-A-2 are
backed by Cl. 3-A-1 (the "Underlying Certificate") issued by
IndyMac INDX Mortgage Loan Trust 2007-AR5.  Both underlying
certificates are backed primarily by first-lien, Alt-A residential
mortgage loans.

The Class 3-A-1 issued in the resecuritization transaction is a
senior class, supported by a subordinated bond Class 3-A-2, which
receives principal payments after Class 3-A-1 but absorbs losses
before Class 3-A-1.  The Class 4-A-1 issued in the
resecuritization transaction is a senior class, supported by a
subordinated bond Class 4-A-2, which receives principal payments
after Class 4-A-1 but absorbs losses before Class 4-A-1.

Moody's ratings on certificates in a resecuritization are based
on:

  (i) The updated expected loss of the pools of loans backing the
      underlying certificates and the updated ratings on the
      underlying certificates.  Moody's current loss expectation
      on the pool backing Bear Stearns Alt-A Trust 2006-4 is 46%
      expressed as a percentage of outstanding deal balance.  The
      current rating on the II-2A-1 bond is Ca.  Moody's current
      loss expectation on the pool backing IndyMac INDX Mortgage
      Loan Trust 2007-AR5 is 42% expressed as a percentage of
      outstanding deal balance.  The current rating on the 3-A-1
      bond is Ca.

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

(iii) The structure of the resecuritization transaction.

Moody's first updated its loss assumptions on the underlying pools
of mortgage loans (backing the underlying certificates) and then
arrived at an updated ratings on the underlying certificates.  The
ratings on the underlying certificates are based on expected
recoveries on the bonds under ninety-six different combinations 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.

In order to determine the ratings of the resecuritized bonds,
the loss on the underlying certificate was ascribed to the
resecuritized classes according to the structure of the
resecuritized transaction.  The losses on the group 3
resecuritized certificates are allocated "bottom up" with
Class 3A-2 taking loss ahead of Class 3-A-1.  Principal
payments to the certificates are allocated sequentially, with
Class 3-A-1 being paid ahead of Class 3-A-2.  Similarly, the
losses on the group 4 resecuritized certificates are allocated
"bottom up" with Class 4-A-2 taking loss ahead of Class 4-A-1.
Principal payments to the certificates are allocated sequentially,
with Class 4-A-1 being paid ahead of Class 4-A-2.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

As a part of the sensitivity analysis, Moody's stressed the
updated expected loss of the pool of loans backing the underlying
certificate by an additional 10% and found that the implied rating
on the resecuritization bond 3-A-1 changes from Caa3 to Ca while
that on the resecuritization bond 4-A-1 does not change.

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


FIRST FRANKLIN: Moody's Downgrades Ratings on 30 Tranches
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 30
tranches and confirmed the ratings of 4 tranches from 14 RMBS
transactions issued by First Franklin Mortgage Loan Trust.  The
collateral backing these deals primarily consists of closed end
second lien loans.

                        Ratings Rationale

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.

For securities insured by a financial guarantor, the rating on the
securities is the higher of (i) the guarantor's financial strength
rating and (ii) the current underlying rating (i.e., absent
consideration of the guaranty) on the security.  The principal
methodology used in determining the underlying rating is the same
methodology for rating securities that do not have a financial
guaranty and is as described earlier.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

If Expected Losses on the each of the collateral pools were to
increase by 10%, model implied results indicate that most of the
deals' ratings would remain stable, with the exception of Class M-
1 from First Franklin Mortgage Loan Trust 2002-FFA, class 1-B-2
and II-M-2 from First Franklin Mortgage Loan Trust 2003-FFA and
class M-1 from First Franklin Mortgage Loan Trust 2003-FFC, for
each of which model implied results would be one notch lower (for
example, Ba2 versus Ba1, or Ca versus Caa3).

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

Complete rating actions are:

Issuer: FFMLT 2007-FFB-SS, Mortgage Pass-Through Certificates,
Series 2007-FFB-SS

  * Expected Losses (as a % of Original Balance): 46%

  -- Cl. A, Downgraded to Ca (sf); previously on March 18, 2010 B3
     (sf) Placed Under Review for Possible Downgrade

  -- Underlying Rating: Downgraded to Ca (sf); previously on
     March 18, 2010 B3 (sf) Placed Under Review for Possible
     Downgrade

  -- Financial Guarantor: Syncora Guarantee Inc. (Downgraded to
     Ca, Outlook Developing on Mar 9, 2009)

Issuer: First Franklin Mortgage Loan Trust 2002-FFA

  * Expected Losses (as a % of Original Balance): 9%

  -- Cl. M-1, Downgraded to Ba3 (sf); previously on March 18, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M-2, Downgraded to C (sf); previously on March 18, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: First Franklin Mortgage Loan Trust 2003-FFA

  * Expected Losses (as a % of Original Balance): Group 1 - .5%,
    Group 2 -- .5%

  -- Cl. II-M-2, Downgraded to Ba1 (sf); previously on March 18,
     2010 Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-B-1, Downgraded to Baa2 (sf); previously on March 18,
     2010 Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-B-2, Downgraded to Ba1 (sf); previously on March 18,
     2010 Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-B-3, Downgraded to B2 (sf); previously on March 18,
     2010 A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-B-4, Downgraded to C (sf); previously on March 18, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-B-5, Downgraded to C (sf); previously on March 18, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: First Franklin Mortgage Loan Trust 2003-FFB

  * Expected Losses (as a % of Original Balance): 1.5%

  -- Cl. M-2, Downgraded to Ba1 (sf); previously on March 18, 2010
     Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1, Downgraded to Caa2 (sf); previously on March 18,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

Issuer: First Franklin Mortgage Loan Trust 2003-FFC

  * Expected Losses (as a % of Original Balance): 2%

  -- Cl. M-1, Downgraded to Ba3 (sf); previously on March 18, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M-2, Downgraded to Ca (sf); previously on March 18, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: First Franklin Mortgage Loan Trust 2004-FFA

  * Expected Losses (as a % of Original Balance): 1.6%

  -- Cl. M3-A, Downgraded to B2 (sf); previously on March 18, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M3-F, Downgraded to B2 (sf); previously on March 18, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

Issuer: First Franklin Mortgage Loan Trust 2004-FFB

  * Expected Losses (as a % of Original Balance): 4%

  -- Cl. M-4, Confirmed at B3 (sf); previously on March 18, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M-5, Confirmed at Ca (sf); previously on March 18, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

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

Issuer: First Franklin Mortgage Loan Trust 2004-FFC

  * Expected Losses (as a % of Original Balance): 10%

  -- Cl. B-1, Confirmed at Baa3 (sf); previously on March 18, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2, Confirmed at Ba2 (sf); previously on March 18, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-3, Downgraded to Caa3 (sf); previously on March 18,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-4, Downgraded to C (sf); previously on March 18, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: First Franklin Mortgage Loan Trust 2005-FFA

  * Expected Losses (as a % of Original Balance): 16%

  -- Cl. M-2, Downgraded to Ba3 (sf); previously on March 18, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to Caa2 (sf); previously on March 18,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M-4, Downgraded to C (sf); previously on March 18, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: First Franklin Mortgage Loan Trust 2006-FFA

  * Expected Losses (as a % of Original Balance): 75%

  -- Cl. A1, Downgraded to C (sf); previously on March 18, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A2, Downgraded to C (sf); previously on March 18, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. A3, Downgraded to C (sf); previously on March 18, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: First Franklin Mortgage Loan Trust 2006-FFB

  * Expected Losses (as a % of Original Balance): 80%

  -- Cl. A1, Downgraded to C (sf); previously on March 18, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. A2, Downgraded to C (sf); previously on March 18, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: First Franklin Mortgage Loan Trust 2007-FFC

  * Expected Losses (as a % of Original Balance): 85%

  -- Cl. A-2A, Downgraded to C (sf); previously on April 16, 2010
     Downgraded to Caa3 (sf) and Placed Under Review for Possible
     Downgrade

  -- Underlying Rating: Downgraded to C (sf); previously on Mar
     18, 2010 Caa3 (sf) Placed Under Review for Possible Downgrade

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

Issuer: First Franklin Mortgage Loan Trust Series 2007-FFA

  * Expected Losses (as a % of Original Balance): 84%

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

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-A

  * Expected Losses (as a % of Original Balance): 89%

  -- Cl. A-2, Downgraded to C (sf); previously on March 18, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on March 18, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade


FIRST HORIZON: Moody's Junks Rating on Class A-1 2006-RE2
---------------------------------------------------------
Moody's Investors Service has downgraded the rating of class A-1
issued by First Horizon Alternative Mortgage Securities Trust
2006-RE2.

Issuer: First Horizon Alternative Mortgage Securities Trust 2006-
RE2

  -- Cl. A-1, Downgraded to Caa1 (sf); previously on Jan. 29, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The action is as a result of the bond not having sufficient credit
enhancement to maintain the current rating compared to the revised
loss expectation on the pool of mortgages backing the underlying
certificate.

The resecuritization is backed by Class 1-A-1 issued by First
Horizon Alternative Mortgage Securities Trust 2005-FA2.  The
underlying certificate is backed primarily by first-lien, Alt-A
residential mortgage loans.  The resecuritization transaction has
only one senior class, which receives all principal payments and
losses from the underlying certificate.

Moody's ratings on certificates in a resecuritization are based
on:

  (i) The updated expected loss of the pool of loans backing the
      underlying certificate and the updated rating on the
      underlying certificate.  Moody's current loss expectation on
      the pool backing First Horizon Alternative Mortgage
      Securities Trust 2005-FA2 is 13% expressed as a percentage
      of outstanding deal balance.  The current rating on the 1-A-
      1 bond is Caa1.

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

(iii) The structure of the resecuritization transaction.

Moody's first updated its loss assumptions on the underlying pool
of mortgage loans (backing the underlying certificate) and then
arrived at an updated rating on the underlying certificate.  The
rating on the underlying certificate is based on expected
recoveries on the bonds under ninety-six different combinations 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.

In order to determine the rating of the resecuritized bond, the
losses and principal payments on the underlying certificate were
fully ascribed to the resecuritized bond.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

As a part of the sensitivity analysis, Moody's stressed the
updated expected loss of the pool of loans backing the underlying
certificate by an additional 10% and found that the rating on the
resecuritization bond A-1 did not change.

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


FIRST MORTGAGE: Moody's Affirms 'Ba3' Rating on Revenue Bonds
-------------------------------------------------------------
Moody's has affirmed the Ba3 rating on First Mortgage Housing
Revenue (Bessemer Housing Authority Section 8 Assistance Elderly
Project) Series 1996 and assigned a Negative outlook.  The rating
action removes the transaction from Watchlist for Possible
Downgrade.

Jess Lanier Manor is a 120-unit building that was built in 1981,
located in Bessemer (Birmingham MSA), AL.  The property consists
of 108 1-bedroom and 12 2-bedroom units.  Elderly and handicapped
tenants who live in the complex are provided a rent subsidy by the
Department of Housing and Urban Development under the Section 8
code.  Rent subsidy is guaranteed pursuant to a Housing Assistance
Payment contract, which is coterminous with the maturity of the
bonds.

Legal Security:

All pledged revenues from the property, including rent subsidy
payments, and pledged funds held by the trustee pursuant to the
Indenture.

Ratings Rationale:

The affirmation is based on the amount of pledged funds that is
held by the trustee, and the anticipation that the property will
be able to meet all debt service payments in a full and timely
manner.

Strengths:

  -- Fully funded Debt Service Reserve Fund; $459,086 as of
     October 19, 2010.

  -- Management expects to be approved for a subsidy increase in
     the short-term.

  -- Short time to bond maturity (October 1, 2012).

Weaknesses:

  -- The Debt Service Coverage Ratio fell from 0.77x in
     FY2008 to 0.70x in FY2009.

  -- Based on the 2010 budget, Moody's expects Operating Expenses
     to increase in FY2010 by roughly 14%.  The rising costs can
     be attributed to rising Payroll and Employee Benefits, and
     Administrative expenses, which are expected to be one-time
     costs only incurred in that year.

What Could Change The Rating Up:

  -- Improvement of the property's overall financial performance.

What Could Change The Rating Down:

  -- The DSRF is tapped prior to maturity to satisfy debt service.

  -- Diminishing financial performance that threatens the ability
     to repay bondholders in the final years of debt service.

Key Indicators:

  -- FY2009 Debt Service Coverage Ratio: 0.70x
  -- Bond maturity and HAP contract expiration: October 2012
  -- Debt Service Reserve Fund: $459,086
  -- 2007 REAC Score: 95b


FORD MOTOR: Moody's Reviews Ratings on Various Tranches
-------------------------------------------------------
Moody's has placed on review for possible upgrade eleven tranches
from five auto floorplan securitizations sponsored by Ford Motor
Credit Company during 2006 and 2010.  In addition, Moody's has
also placed on review for possible upgrade Class B notes issued by
Morgan Stanley Resecuritzation Trust 2010-F backed by Ford Credit
Floorplan Master Owner Trust 2006-4 notes.

Complete Rating Actions:

Issuer: Ford Credit Floorplan Master Owner Trust 2006-4

  -- Class A, A3(sf) placed under review for possible upgrade;
     previously on November 2, 2009, downgraded to A3(sf) from
     Aa2(sf)

  -- Class B, Ba2(sf) placed under review for possible upgrade;
     previously on November 2, 2009, downgraded to Ba2(sf) from
     Baa3(sf)

Issuer: Ford Credit Floorplan Master Owner Trust 2010-1

  -- Class B, Aa2(sf) placed under review for possible upgrade;
     previously on January 22, 2010, assigned Aa2(sf)

  -- Class C, A2(sf) placed under review for possible upgrade;
     previously on January 22, 2010, assigned A2(sf)

Issuer: Ford Credit Floorplan Master Owner Trust 2010-2

  -- Class B, Aa2(sf) placed under review for possible upgrade;
     previously on February 17, 2010, assigned Aa2(sf)

  -- Class C, A2(sf) placed under review for possible upgrade;
     previously on February 17, 2010, assigned A2(sf)

Issuer: Ford Credit Floorplan Master Owner Trust 2010-3

  -- Class B, Aa2(sf) placed under review for possible upgrade;
     previously on March 17, 2010, assigned Aa2(sf)

  -- Class C, A2(sf) placed under review for possible upgrade;
     previously on March 17, 2010, assigned A2(sf)

Issuer: Ford Credit Floorplan Master Owner Trust 2010-5

  -- Class B, Aa3(sf) placed under review for possible upgrade;
     previously on October 12, 2010, assigned Aa3(sf)

  -- Class C, A2(sf) placed under review for possible upgrade;
     previously on October 12, 2010, assigned A2(sf)

  -- Class D, Baa2(sf) placed under review for possible upgrade;
     previously on October 12, 2010, assigned Baa2(sf)

Issuer: Morgan Stanley Resecuritization Trust 2010-F

  -- Class B, Baa2(sf) placed under review for possible upgrade;
     previously on January 22, 2010, assigned Baa2(sf)

                        Ratings Rationale

The actions were prompted by recent corporate ratings upgrades for
both Ford Motor Company and Ford Motor Credit Company, as well as
the improved U.S. auto industry fundamentals.

On October 8, 2010, Moody's upgraded the corporate family ratings
of both Ford and Ford Credit to Ba2 from B1 and Ba3, respectively.
The upgrade of Ford reflects the company's much stronger-than-
expected operating performance during the first half of 2010.
Further, Moody's believes that the company is well positioned to
continue generating strong earnings and cash flow through 2011,
and to further strengthen its balance sheet.  The upgrade of Ford
Credit's ratings is based upon the upgrade of Ford's ratings.
Ford's improved credit profile has positive implications for Ford
Credit, in terms of its asset quality and profitability measures,
and its access to funding.

The upgrades have a positive effect on all Ford Credit auto
floorplan transactions as it reduces the manufacturer bankruptcy
risk and operational risk in the affected transactions.  In-turn,
the probability for highly stressed collateral recovery rates and
dealer defaults associated with a distressed manufacturer for
related transactions are less likely.  These factors together with
a much healthier US auto industry contribute directly to Moody's
rating actions on these asset-backed securities.


FRANKLIN CLO: S&P Raises Ratings on Three Classes of Notes
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B, and C notes issued by Franklin CLO IV Ltd., a collateralized
loan obligation transaction managed by Franklin Advisers Inc. At
the same time, S&P removed its ratings on the class B and C notes
from CreditWatch with positive implications.  S&P also affirmed
its ratings on the class D and E tranches.

The upgrades reflect improved performance S&P has observed in the
deal's underlying asset portfolio since S&P last reviewed the
transaction in May 2010.

According to the Sept. 9, 2010 trustee report, the transaction
currently holds $1.59 million in 'CCC' rated assets, down from
$3.28 million noted in the March 11, 2010, trustee report.
Additionally, the transaction holds $2.05 million in defaulted
securities, down from $3.44 million in March.  The deal has also
paid down $76.16 million to the class A notes, which has benefited
the overcollateralization (O/C) ratios for all classes: The class
B O/C ratio is 132.93%, up from 123.35 in May 2010%; the class C
O/C ratio is 116.68%, up from 112.17%; the class D O/C ratio is
106.00%, up from 104.37%; and the class E O/C ratio is 102.25%, up
from 101.14%.

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

                  Rating And Creditwatch Actions

                       Franklin CLO IV Ltd.

                           Rating
                           ------
           Class       To          From
           -----       --          ----
           A           AAA (sf)    AA+ (sf)
           B           AAA (sf)    A+ (sf)/Watch Pos
           C           BBB+ (sf)   BBB (sf)/Watch Pos

                        Ratings Affirmed

                      Franklin CLO IV Ltd.

                      Class       Rating
                      -----       ------
                      D           CCC+ (sf)
                      E           CCC- (sf)


GCO EDUCATION: Fitch Affirms Ratings on Senior Student Loan Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed the senior and junior subordinate
student loan notes, and downgraded the subordinate notes issued by
GCO Education Loan Funding Master Trust II.  Fitch has also
assigned Stable Outlooks to all outstanding notes.  Fitch 'Global
Structured Finance Rating Criteria' and 'FFELP Student Loan ABS
Rating Criteria, as well as the refined basis risk criteria
outlined in Fitch's Sept. 22, 2010 press release 'Fitch to Gauge
Basis Risk in Auction-Rate U.S. FFELP SLABS Review' to review the
ratings.

The ratings on the senior notes are affirmed based on the
sufficient level of credit enhancement (consisting of
subordination and the projected minimum excess spread) to cover
the applicable risk factor stresses and a qualitative adjustment
accounting for the expected increase in the senior parity as the
transaction pays down.

The ratings on the junior subordinate notes are affirmed based on
a qualitative adjustment that accounts for the transaction
currently being in turbo until the parity of the subordinate class
reaches 100.5%, at which point the junior subordinate notes would
be paid off before the senior and subordinate notes.

The ratings on the subordinate notes are downgraded to 'BBsf' from
'BBBsf' due to the trust's very high cost structure toward the
tail end that will put pressure on the trust's ability to generate
excess spread and absorb even a mild level of basis risk stress.

Fitch has taken these rating actions:

GCO ELF Trust II series:

  -- 2006-2 A-1AR affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-2 A-1L affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-2 A-1RRN affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-2 A-2AR affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-2 A-2L affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-2 A-3AR affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-2 A-3L affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-2 A-4AR affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2007-1 A-4L affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2007-1 A-5AR affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2007-1 A-5L affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2007-1 A-6AR affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2007-1 A-6L affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2007-1 A-7AR affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2007-1 A-7L affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2007-1 2 A-8AR affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-2 B-1AR downgraded to 'BBsf/LS3' from 'BBBsf/LS3';
     Outlook Stable;

  -- 2006-2 B-2AR downgraded to 'BBsf/LS3' from 'BBBsf/LS3';
     Outlook Stable;

  -- 2006-2 B-3AR downgraded to 'BBsf/LS3' from 'BBBsf/LS3';
     Outlook Stable;

  -- 2007-1 C-1L affirmed at 'BBsf/LS3'; Outlook Stable.


GULF STREAM-COMPASS: S&P Raises Ratings on Four Classes of Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes from Gulf Stream-Compass CLO 2002-I, Ltd., and removed two
of them from CreditWatch with positive implications.  At the same
time, S&P affirmed its rating on the class E notes from the same
transaction.  S&P also raised its rating on the class A2 notes
from Gulf Stream Repack Trust 2003-1 and removed it from
CreditWatch with positive implications.  In addition, S&P affirmed
its 'AAA (sf)' rating on the class A1 notes from the same
transaction.

                Gulf Stream-Compass CLO 2002-I Ltd.

S&P raised its ratings on the class A, B, C, and D notes issued by
Gulf Stream-Compass CLO 2002-I Ltd., a collateralized loan
obligation transaction managed by Gulf Stream Asset Management
LLC, and removed two of them from CreditWatch with positive
implications.  At the same time, S&P affirmed its rating on the
class E notes.

The upgrades reflect the improved performance S&P has observed in
the underlying portfolio since January 2010, when S&P lowered the
rating on all of the notes following a review of the transaction
under its updated criteria for rating corporate collateralized
debt obligations.

At the time of S&P's last review in January 2010, using the
trustee report dated Oct. 15, 2009, the transaction held
approximately $21 million in defaulted obligations and $33 million
in underlying obligors with a rating, either by Standard & Poor's
or another rating agency, in the 'CCC' range.  As a result, the
transaction failed the class D and class E overcollateralization
ratios, causing a deferral of interest on the class E notes.
Since that time, a number of defaulted obligors held in the deal
emerged from the bankruptcy process, with some receiving proceeds
that were higher than their carrying value in the O/C ratio test
calculations.  The O/C tests in the transaction have improved due
to the decrease of assets rated in the 'CCC' range and an
$83 million paydown to the class A notes.  For example, the class
A/B O/C ratio test improved to 122.94% as of Sept. 13, 2010, from
113.96% as of Oct. 15, 2009.  As of Sept. 13, 2010, the
transaction only failed the class E O/C ratio test.  After paying
current interest due to all notes in the transaction, the failure
of this test diverts excess interest to pay down the class A
notes, which occurred on the September 2010 payment date.  To
date, the Gulf Stream-Compass CLO 2002-I Ltd. transaction has paid
down the class A notes to approximately 45.75% of its original
outstanding balance.

The previous rating assigned to the class D notes was based on the
application of the largest-obligor default test, which is one of
the supplemental stress tests S&P introduced as part of its
criteria update published in September 2009.  In S&P's current
review, it was able to pass the largest-obligor test at the 'BB+'
rating level.

                 Gulf Stream Repack Trust 2003-1

S&P also raised its rating on the class A2 notes issued by Gulf
Stream Repack Trust 2003-1, a repackaging of a portion of the
class A notes from the Gulf Stream-Compass CLO 2002-I Ltd.
transaction, and removed it from CreditWatch with positive
implications.  At the same time, S&P affirmed its 'AAA (sf)'
rating on the class A1 notes issued by Gulf Stream Repack Trust
2003-1.

By extension of the terms of the repackaging, the paydown to the
class A notes in the Gulf Stream-Compass CLO 2002-I Ltd.
transaction has resulted in a reduction of principal on the class
A1 notes issued by Gulf Stream Repack Trust 2003-1 to
approximately 39.75% of its original outstanding balance.

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

                  Rating And Creditwatch Actions

                Gulf Stream-Compass CLO 2002-I Ltd.

     Class                   To           From
     -----                   --           ----
     A                       AAA (sf)     AA+ (sf)/Watch Pos
     B                       AA+ (sf)     A+ (sf)/Watch Pos
     C                       A+ (sf)      BBB+ (sf)
     D                       BB+ (sf)     CCC+ (sf)

                 Gulf Stream Repack Trust 2003-1

     Class                   To           From
     -----                   --           ----
     A2                      AAA (sf)     AA+ (sf)/Watch Pos

                         Ratings Affirmed

               Gulf Stream-Compass CLO 2002-I Ltd.

                Class                   Rating
                -----                   ------
                E                       CCC- (sf)

                 Gulf Stream Repack Trust 2003-1

                Class                   Rating
                -----                   ------
                A1                      AAA (sf)


HELEN KELLER: Moody's Downgrades Bond Ratings to 'Ba1'
------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 the
long-term bond rating assigned to Helen Keller Hospital's (AL)
$17.3 million of outstanding Series 2003 fixed rate bonds issued
by the Colbert County-Northwest Alabama Healthcare Authority AL.
The outlook remains stable at the lower rating level.

                         Rating Rationale

The downgrade is due to a material decline in patient volumes in
fiscal year 2010 and Moody's expectation that fundamental
operating performance will be challenged over the next several
years.  However, the outlook is stable at the lower rating level
due to the increase in Medicaid funding in fiscal years 2010 and
2011 that, Moody's believe, provides a cushion to operating
performance.

Helen Keller Hospital has additional outstanding debt secured
under the master indenture but not rated by Moody's, including
$19 million of Series 2006 bonds, $5 million of Series 2008 bonds,
and $3 million of Series 2010 bonds.  The Series 2006, 2008, and
2010 fixed rate bonds are privately placed with banks.

The Colbert County-Northwest Alabama Healthcare Authority
(Authority) owns 159 staffed bed Helen Keller Hospital and 25
staffed bed Red Bay Hospital, as well as other assets.

Legal Security: The bonds are secured by the Pledged Revenues of
the Authority, as defined in the bond documents, and a mortgage
lien on Helen Keller Hospital.  Neither the assets of Red Bay
Hospital nor the medical office buildings are pledged as security.

Interest Rate Derivatives: None

                            Strengths

* Alabama Medicaid Provider tax will increase operating revenues
  by $2.3 million in each of the next two years

* Recently announced affiliation with Huntsville Hospital expected
  to result in supply cost savings and operational improvements

* Proven ability to operate with low levels of liquidity

                            Challenges

* Material 13% decline in inpatient admissions and 9% decline in
  total surgeries through the first nine months of FY 2010,
  driving lower operating margins and a decline in top line
  revenue

* Commercial insurance market dominated by Blue Cross, limiting
  ability of small providers to negotiate meaningful rate
  increases

* Competition from for-profit Regional Care Partners which
  operates two hospitals in the service area, one of which, Shoals
  Hospital, is located less than a mile from Helen Keller and is a
  source of material competition

                    Recent Developments/Results

Through nine months FY 2010 patient volumes are down materially.
Inpatient admissions are down 13% while total surgeries are down
9%.  Management believes a significant share of the surgery
decline is attributable to two general surgeons shifting more work
to Shoals Hospital and that the inpatient decline is recession
related and consistent with overall volume declines in the local
market.  The volume decline has resulted in negative revenue
growth and weaker operating performance and leverage metrics in
year-to-date performance.  Revenues declined down 5.4% in the
first nine months over the same period the prior year, not
including the increase in Medicaid reimbursement that was received
in September (see discussion below) but was related partly to
prior months.  Interim operating cash flow declined to 6.6% from
9.5% a year ago with the decline in operating income.  This
resulted in a weakening of leverage ratios including debt-to-cash
flow rising to nearly 9 times and Moody's-adjusted maximum annual
debt service coverage falling to 1.3 times.  Excluding the
additional Medicaid reimbursement, management expects an operating
loss of approximately $1.6 -$1.7 million (including approximately
$250,000 in tax revenue which Moody's includes in operating
revenue), which compares unfavorably to a loss of $1.3 million in
FY 2009.  The additional Medicaid reimbursement is the result of a
recently enacted hospital tax matching program with CMS.  The
program runs through FY 2011, at which time it will expire unless
renewed.  Management estimates the program will net the hospital
approximately $2.3 million each year over the two year period.
However, even with the additional funding, management is budgeting
a $300,000 operating loss in FY 2010 on generally flat volume
assumptions.

The only competitor in Helen Keller Hospital's market is the two-
hospital system, Coffee Health Group, which operates Coffee
Memorial Hospital in Florence and Shoals Hospital in Shoals.  The
smaller Shoals Hospital is located less than a mile from Helen
Keller and has historically competed for physicians and patient
volume.  The more comprehensive service provider Coffee Memorial
Hospital is located north, across the Tennessee River, which
historically has not had high cross-over in medical staff.  Coffee
Health Group was recently acquired by for-profit Regional Care
Partners and, as a result, management of Helen Keller Hospital
expect increased competitive activity.

Helen Keller Hospital recently signed an affiliation agreement
with Huntsville Hospital (rated A1/stable) which management
anticipates resulting in cost savings on supplies, high-end
physician preference items, and other savings from process and
operational improvements.  Moody's views the affiliation favorably
and Moody's note that if successful, it could have a materially
positive impact on Helen Keller Hospital's financial performance.

Budgeted capital spending in FY 2011 is lower than previous years
at $3.5 million (the average over the last five years was
$6.5 million) and should help conserve cash.  The hospital's cash
is conservatively invested in cash and US Treasuries, but the
absolute dollar amount ($12.3 million at June 30, 2010) is very
low and provides a thin 45 days cash on hand and 26% cash-to-debt
ratio.  Moody's note that Helen Keller Hospital has operated at
these levels for many years, which provides some comfort in
management's ability to operate with low levels of liquidity.
Helen Keller Hospital participates in the State of Alabama multi-
employer pension plan.  Although Helen Keller is required by law
to make annual contributions according to an actuarial study and
therefore has little flexibility to reduce payments if financial
performance is weak, Moody's note that this encourages discipline
and that the plan has had a funding status above 90% for the last
five years.

                             Outlook

The stable outlook at the lower rating level reflects the
supplemental Medicaid funding which should provide Helen Keller
Hospital some cushion to manage the volume declines and keep
revenue declines to a minimum.  Moody's will, nonetheless, monitor
ongoing performance.

                What could change the rating -- Up

At a minimum, stabilization in patient volumes followed by growth
to more historical levels; material increase in unrestricted cash
and investments; sustained improvement in profitability

               What could change the rating -- Down

Further volume declines; further weakening of financial
performance; decline in absolute unrestricted cash and
investments; increase in debt

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for The Colbert County -
     Northwest Alabama Health Care Authority

  -- First number reflects audit year ended September 31, 2009

  -- Second number reflects nine months ended June 30, 2010,
     annualized

  -- Second number includes $2.0 million of supplemental Medicaid
     reimbursement received in September 2010 and booked as
     revenue

  -- Investment returns normalized at 5%

* Inpatient admissions: 7,441; 6,777

* Total operating revenues: $106.7 million; $105.6 million

* Moody's-adjusted net revenue available for debt service:
  $9.1 million; $9.3 million

* Total debt outstanding: $47.4 million; $46.6 million

* Maximum annual debt service (MADS): $5.8 million; $5.8 million

* MADS Coverage with reported investment income: 1.6 times; 1.6
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.6 times; 1.6 times

* Debt-to-cash flow: 7.3 times; 6.6 times

* Days cash on hand: 53 days; 45 days

* Cash-to-debt: 31%; 26%

* Operating margin: -1.2%; -0.4%

* Operating cash flow margin: 7.7%; 8.3%

Rated Debt (debt outstanding as of September 30, 2009):

  -- Series 2003; fixed rate ($17.3 million outstanding) rated Ba1

The last rating action with respect to Helen Keller Hospital was
on February 18, 2009, when the municipal finance scale rating of
Baa3 was affirmed with a stable outlook.  That rating was
subsequently recalibrated to Baa3 with a stable outlook on May 7,
2010.


HIGHLAND PARK: Moody's Downgrades Ratings on Seven Classes
----------------------------------------------------------
Moody's has downgraded seven classes of Notes issued by Highland
Park CDO I due to the deterioration in the credit quality of the
underlying portfolio as evidenced by an increase in the weighted
average rating factor, low rated and credit estimated collateral
(i.e. Caa1- C), and the increase in Defaulted Assets.  The rating
action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation
transactions.

  -- Cl. A-1, Downgraded to B1 (sf); previously on Feb. 26, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Caa3 (sf); previously on Feb. 26, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Ca (sf); previously on Feb. 26, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to C (sf); previously on Feb. 26, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to C (sf); previously on Feb. 26, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to C (sf); previously on Feb. 26, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to C (sf); previously on Feb. 26, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

Highland Park CDO I is a CRE CDO transaction backed by a portfolio
A-Notes and whole loans (12.6% of the pool balance), B-Notes
(20.8%), commercial mortgage backed securities (28.7%), CRE CDO
securities (5.2%), ABS securities (3.2%), real estate bank loans
(20.1%), and mezzanine loans (8.0%).  As of the September 30, 2010
Trustee report, the aggregate Note balance of the transaction has
decreased to $17.3 million from $600.0 million at issuance, with
the paydown directed to the Class A-1 Notes, primarily as a result
of failing all the par value tests.

There are 24 assets with par balance of $163.8 million (28.8% of
the current pool balance) that are considered Defaulted Assets as
of the September 30, 2010 Trustee report.  Two of these assets
(9.4% of the defaulted balance) are whole loans, twelve assets are
real estate bank loans (49.6%), one asset is B-Note (11.1%), six
assets are CMBS (20.8%) and three assets are CRE CDO securities
(9.1%).  Impaired Assets that are not CMBS are defined as assets
which are 30 or more days delinquent in their debt service
payment.  While there have been no realized losses to date,
Moody's does expect significant losses to occur once they are
realized.

Moody's has identified these parameters as key indicators of the
expected loss within CRE CDO transactions: WARF, weighted average
life, 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.
Per the legal documentation the transactions will end its
reinvestment period in February 2012.  However, given portfolio
profile requirements as well as very limited investment options,
this analysis effectively deems this transaction static.

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.  For non-CUSIP collateral,
Moody's is eliminating the additional default probability stress
applied to corporate debt in CDOROM(R) v2.6 as Moody's expect the
underlying non-CUSIP collateral to experience lower default rates
and higher recovery compared to corporate debt due to the nature
of the secured real estate collateral.  The bottom-dollar WARF is
a measure of the default probability within a collateral pool.
Moody's modeled a bottom-dollar WARF of 7,516 compared to 5,347 at
last review.  The distribution of current ratings and credit
estimates is: Aaa-Aa3 (1.0% compared to 0.9% at last review), A1-
A3 (0.2% compared to 0.2% at last review), Baa1-Baa3 (1.6%
compared to 5.2% at last review), Ba1-Ba3 (10.6% compared to 11.9%
at last review), B1-B3 (9.5% compared to 26.5% at last review),
and Caa1-C (77.0% compared to 55.4% at last review).

WAL acts to adjust the probability of default of the reference
obligations in the pool for time.  Moody's modeled to a WAL of 3.4
years compared to 5.0 years (accounting for the reinvestment
period) 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 18.1% compared to 19.4% 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).  For
non-CUSIP collateral, Moody's is reducing the maximum over
concentration stress applied to correlation factors due to the
diversity of tenants, property types, and geographic locations
inherent in pooled transactions.  Moody's modeled a MAC of 11.3%
compared to 10.0% at last review.

Moody's review incorporated CDOROM(R) v2.6, one of Moody's CDO
rating models, which was released on May 27, 2010.

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

Changes in any one or combination of key parameters may have had
rating implications on certain classes of rated notes.  However,
in many instances, a change in assumptions of any one key
parameter may be offset by a change in one or more of the other
key parameters.  Rated notes are particularly sensitive to changes
in recovery rate assumptions.  Holding all other key parameters
static, changing the recovery rate assumption down from 18.1% to
8.1% or up to 28.1% would result in average rating movement on the
rated tranches of 0 to 2 notches downward and 0 to 2 notches
upward, respectively.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term.  From time to time, Moody's may, if warranted, change
these expectations.  Performance that falls outside the given
range may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated when the related
securities ratings were issued.  Even so, a deviation from the
expected range will not necessarily result in a rating action nor
does performance within expectations preclude such actions.  The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.  Primary sources of assumption
uncertainty are the current stressed macroeconomic environment and
continuing weakness in the commercial real estate and lending
markets.  Moody's currently views the commercial real estate
market as stressed with further performance declines expected in a
majority of property sectors.  The availability of debt capital is
improving with terms returning towards market norms.  Job growth
and housing price stability will be necessary precursors to
commercial real estate recovery.  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's largest
economies, returning to trend growth rate with elevated fiscal
deficits and persistent unemployment levels.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.


HOMEBANC MORTGAGE: Moody's Downgrades Ratings on 21 Tranches
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 21
tranches from 3 RMBS transactions issued by HomeBanc Mortgage
Corporation.  The collateral backing these deals primarily
consists of first-lien, mostly adjustable-rate Alt-A residential
mortgages.

                        Ratings Rationale

The actions are a result of the continued performance
deterioration in Alt-A pools in conjunction with home price and
unemployment 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.

In addition to adjustments to reflect updated loss expectations,
the ratings of senior tranches in Homebanc 2006-2 are being
adjusted to reflect certain omissions in the transaction
documents.  Previous rating actions assumed a sequential
transaction structure.  Due to an omission in the closing
documents, however, all senior tranches in the Homebanc 2006-2
transaction receive principal pro-rata.  There is also no
allocation of losses to the senior tranches in the transaction.
Moody's ratings for the Class A-1 and Class A-2 tranches for these
transactions, previously viewed as super senior and super senior
support tranches, respectively, have been adjusted to reflect this
pro-rata structure.

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.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

Complete rating actions are:

Issuer: Homebanc Mortgage Trust 2006-1

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

  -- Cl. 1-A-2, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

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

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

  -- Cl. 3-A-1, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-2, Downgraded to Ca (sf); previously on Jan. 14, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. 4-A-1, Downgraded to Caa1 (sf); previously on Jan. 14,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-2, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Homebanc Mortgage Trust 2006-2

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

  -- Cl. A-2, Downgraded to Caa2 (sf); previously on Jan. 14, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M-1, Downgraded to C (sf); previously on Jan. 14, 2010 B2
      (sf) Placed Under Review for Possible Downgrade

Issuer: Homebanc Mortgage Trust 2007-1

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

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

  -- Cl. I-1X, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-2A-1, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. I-2X, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-3A-1, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-3A-2, Downgraded to C (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-3X, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade


JER CRE: S&P Downgrades Ratings on Six Classes of Notes
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes from JER CRE CDO 2005-1 Ltd., a commercial real estate
collateralized debt obligation transaction.  At the same time, S&P
affirmed its 'D (sf)' ratings on two other classes from the same
transaction.

The downgrades reflect S&P's analysis of the transaction following
the termination of the interest rate swap contract, which resulted
in a payment due to the hedge counterparty.  The downgrades of
classes C through G to 'CC (sf)' reflect S&P's expectations that
the interest payments on these classes will be deferred for an
extended period of time due to a termination payment owed to the
hedge counterparty.  S&P lowered its rating to 'D (sf)' on class A
due to interest shortfalls on the nondeferrable class as noted in
the Oct. 18, 2010, remittance report.

S&P previously lowered the affirmed 'D (sf)' ratings on classes B-
1 and B-2 on June 29, 2010, due to interest shortfalls on the
nondeferrable classes.  These classes continue to experience
interest shortfalls according to the Oct. 18, 2010, remittance
report.

The trustee, Bank of America N.A., provided notice on Oct. 15,
2010, that the hedge counterparty had chosen to terminate the
interest rate swap contract in the transaction.  The termination
of the hedge triggered termination payments totaling $18.6 million
to the counterparty.  According to S&P's interpretation of the
transaction documents and payment waterfall, the termination
payments to the hedge counterparty are made before any interest or
principal proceeds are made available to the deferrable classes.
S&P expects that the termination payments may not be paid in full
for several years, and full principal and interest payments to
deferrable classes will likely not be paid for many years.

According to the most recent trustee report, JER CRE CDO 2005-1
was collateralized by 73 CMBS certificates ($401.5 million, 100%)
from 14 distinct transactions issued between 1998 and 2005.

Standard & Poor's analyzed JER CRE CDO 2005-1 according to its
current criteria.  The analysis is consistent with the lowered and
affirmed ratings.

                         Ratings Lowered

                     JER CRE CDO 2005-1 Ltd.
                 Collateralized debt obligations

                               Rating
                               ------
             Class    To                   From
             -----    --                   ----
             A        D (sf)               B (sf)
             C        CC (sf)              CCC- (sf)
             D        CC (sf)              CCC- (sf)
             E        CC (sf)              CCC- (sf)
             F        CC (sf)              CCC- (sf)
             G        CC (sf)              CCC- (sf)

                         Ratings Affirmed

                     JER CRE CDO 2005-1 Ltd.
                 Collateralized debt obligations

                        Class    Rating
                        -----    ------
                        B-1      D (sf)
                        B-2      D (sf)


JP MORGAN: Fitch Rates Various Classes of 2010-C2 Certificates
--------------------------------------------------------------
Fitch rates J.P. Morgan Chase Commercial Mortgage Securities Trust
commercial mortgage pass-through certificates, series 2010-C2:

  -- $266,660,000 class A-1 'AAAsf/LS1'; Outlook Stable;
  -- $243,099,000 class A-2 'AAAsfLS1'; Outlook Stable;
  -- $390,533,000 class A-3 'AAAsf/LS1'; Outlook Stable;
  -- $900,292,000* class X-A 'AAAsf'; Outlook Stable;
  -- $37,168,000 class B 'AAsf/LS3'; Outlook Stable;
  -- $53,688,000 class C 'Asf/LS3'; Outlook Stable;
  -- $33,038,000 class D 'BBB+sf/LS3'; Outlook Stable;
  -- $22,025,000 class E 'BBB-sf/LS4'; Outlook Stable;
  -- $16,520,000 class F 'BBsf/LS4'; Outlook Stable;
  -- $13,766,000 class G 'Bsf/LS4'; Outlook Stable;
  -- $2,753,000 class H 'B-sf/LS5'; Outlook Stable.
  * Notional amount and interest only.

Fitch does not rate the interest-only class X-B and the
$22,025,731 class NR.


JP MORGAN: Moody's Downgrades Ratings on 15 2005-LDP4 Certs.
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 15 classes and
affirmed seven classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates
2005-LDP4:

  -- Cl. A-3A1, Affirmed at Aaa (sf); previously on Oct. 21, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3A2, Affirmed at Aaa (sf); previously on Oct. 21, 2005
     Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on Oct. 21, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-SB, Affirmed at Aaa (sf); previously on Oct. 21, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on Oct. 21, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-1, Affirmed at Aaa (sf); previously on Oct. 21, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-2, Affirmed at Aaa (sf); previously on Oct. 21, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-M, Downgraded to Aa2 (sf); previously on Sept. 22, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-J, Downgraded to A2 (sf); previously on Sept. 22, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Baa2 (sf); previously on Sept. 22, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Ba1 (sf); previously on Sept. 22, 2010
     Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to B2 (sf); previously on Sept. 22, 2010 A2
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Caa1 (sf); previously on Sept. 22, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Ca (sf); previously on Sept. 22, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Ca (sf); previously on Sept. 22, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to C (sf); previously on Sept. 22, 2010 B1
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to C (sf); previously on Sept. 22, 2010 B2
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to C (sf); previously on Sept. 22, 2010 B3
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to C (sf); previously on Sept. 22, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M, Downgraded to C (sf); previously on Sept. 22, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. N, Downgraded to C (sf); previously on Sept. 22, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. P, Downgraded to C (sf); previously on Sept. 22, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans.  The affirmations are due to key
parameters, including Moody's loan to value ratio, Moody's
stressed debt service coverage ratio and the Herfindahl Index,
remaining within acceptable ranges.  Based on Moody's current base
expected loss, the credit enhancement levels for the affirmed
classes are sufficient to maintain their current ratings.

On September 22, 2010 Moody's placed 15 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
12.6% of the current balance.  At last review, Moody's cumulative
base expected loss was 4.9%.  Moody's stressed scenario loss is
20.7% of the current balance.

Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels.  If future performance materially declines,
the expected level of credit enhancement and the priority in the
cash flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the current stressed
macroeconomic environment and continuing weakness in the
commercial real estate and lending markets.  Moody's currently
views the commercial real estate market as stressed with further
performance declines expected in the industrial, office, and
retail sectors.  Hotel performance has begun to rebound, albeit
off a very weak base.  Multifamily has also begun to rebound
reflecting an improved supply / demand relationship.  The
availability of debt capital is improving with terms returning
towards market norms.  Job growth and housing price stability will
be necessary precursors to commercial real estate recovery.
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's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a paydown analysis based on the
individual loan level Moody's LTV ratio.  Moody's Herfindahl
score, a measure of loan level diversity, is a primary determinant
of pool level diversity and has a greater impact on senior
certificates.  Other concentrations and correlations may be
considered in Moody's analysis.  Based on the model pooled credit
enhancement levels at Aa2 and B2, the remaining conduit classes
are either interpolated between these two data points or
determined based on a multiple or ratio of either of these two
data points.  For fusion deals, the credit enhancement for loans
with investment-grade credit estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the credit estimate of the
loan which corresponds to a range of credit enhancement levels.
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the credit estimate level, is incorporated for
loans with similar credit estimates in the same transaction.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated June 25, 2009.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

As of the October 15, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 21% to
$2.12 billion from $2.67 billion at securitization.  The
Certificates are collateralized by 177 mortgage loans ranging in
size from less than 1% to 6% of the pool, with the top ten loans
representing 32% of the pool.  Three loans, representing 5% of the
pool, have defeased and are collateralized with U.S. Government
securities.

Forty-one loans, representing 11% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council 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 $6.36 million loss (11%
loss severity on average).  Sixteen loans, representing 20% of the
pool, are currently in special servicing.  The largest specially
serviced loan is The Silver City Galleria Loan ($126.2 million --
5.8%), which is secured by the borrower's interest in a 971,000
square foot regional mall located in Taunton, Massachusetts.
Performance of the mall has declined since securitization due to a
decline in occupancy caused by several tenant bankruptcies,
including Filene's and Steve & Barry's.  The mall is anchored by
Macy's, Sears and J.C. Penney.  The loan went into monetary
default in December 2009 and is currently over 90 days delinquent.
The loan sponsor is General Growth Properties Inc.  The property
was not part of GGP's bankruptcy filing.

The remaining 15 specially serviced loans are secured by a mix of
property types.  The master servicer has recognized an aggregate
$70.1 million appraisal reduction for seven of the specially
serviced loans.  Moody's has estimated an aggregate $188.8 million
loss (49% expected loss on average) for the specially serviced
loans.

Moody's has assumed a high default probability for 11 poorly
performing loans representing 6% of the pool and has estimated a
$24.8 million loss (20% expected loss based on a 40% probability
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 year 2009 operating results
for 98% of the pool.  Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 99% compared to 106% at
Moody's prior review.  Moody's net cash flow reflects a weighted
average haircut of 10.3% to the most recently available net
operating income.  Moody's value reflects a weighted average
capitalization rate of 9.1%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.42X and 1.05X, respectively, compared to
1.4X and 0.97X 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 risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 51 compared to 78 at Moody's prior review.

The loan with a credit estimate is the Plastipack Portfolio Loan
($84.9 million -- 4.0%), which is secured by 14
industrial/warehouse buildings located in eight states.  The
portfolio totals 4.5 million square feet and is 100% leased to
Plastipak Holdings Inc. (Moody's senior unsecured rating B3,
stable outlook) under a lease which extends 10 years beyond the
loan's maturity date.  The loan was structured with a 20-year
amortization schedule and has amortized by approximately 5% since
last review.  Moody's current credit estimate and stressed DSCR
are Baa1 and 1.56X, respectively, compared to Baa2 and 1.5X at
last review.

The top three performing conduit loans represent 10% of the pool
balance.  The largest loan is the One World Trade Center Loan
($89.9 million -- 4.2%), which is secured by a 573,000 square foot
office building located in Long Beach, California.  The property
was 80% leased as of December 2009 compared to 85% at last review.
Moody's LTV and stressed DSCR are 121% and 0.83X, respectively,
compared to 118% and 0.85X at last review.

The second largest loan is the Gateway Center Loan ($60.1 million
-- 2.8% of the pool), which is secured by a 1.5 million square
foot office building located in Pittsburgh, Pennsylvania.  The
property was 85% leased as of December 2009.  Moody's LTV and
stressed DSCR are 78% and 1.28X, respectively, compared to 88% and
1.14X at last review.

The third largest loan is Waterway Plaza I & II Loan
($52.4 million -- 2.5% of the pool), which is secured by a 366,000
square foot office property located in The Woodlands, Texas.  The
property was 96% leased as of August 2010.  Performance improved
due to increased rental revenues.  Moody's LTV and stressed DSCR
are 108% and 0.93X, respectively, compared to 119% and 0.84X at
last review.


JP MORGAN: Moody's Downgrades Ratings on 12 2006-LDP6 Notes
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of 12 classes and
affirmed eight classes of J.P. Morgan Chase Commercial Mortgage
Trust 2006-LDP6:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on April 5, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3FL, Affirmed at Aaa (sf); previously on April 5, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3B, Affirmed at Aaa (sf); previously on April 5, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on April 5, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-SB, Affirmed at Aaa (sf); previously on April 5, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on April 5, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-2, Affirmed at Aaa (sf); previously on April 5, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-1, Affirmed at Aaa (sf); previously on April 5, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-M, Downgraded to Aa2 (sf); previously on Sept. 29, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-J, Downgraded to Baa1 (sf); previously on Sept. 29,
     2010 Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Baa3 (sf); previously on Sept. 29, 2010
     A2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Ba2 (sf); previously on Sept. 29, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to B3 (sf); previously on Sept. 29, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Caa3 (sf); previously on Sept. 29, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Ca (sf); previously on Sept. 29, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to C (sf); previously on Sept. 29, 2010 B1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to C (sf); previously on Sept. 29, 2010 B3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to C (sf); previously on Sept. 29, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

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

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

                        Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans.  The affirmations are due to key
parameters, including Moody's loan to value ratio, Moody's
stressed debt service coverage ratio and the Herfindahl Index,
remaining within acceptable ranges.  Based on Moody's current base
expected loss, the credit enhancement levels for the affirmed
classes are sufficient to maintain their current ratings.

On September 29, 2010, Moody's placed 12 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
7.8% of the current balance.  At last review, Moody's cumulative
base expected loss was 4.3%.  Moody's stressed scenario loss is
23.7% of the current balance.

Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels.  If future performance materially declines,
the expected level of credit enhancement and the priority in the
cash flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the current stressed
macroeconomic environment and continuing weakness in the
commercial real estate and lending markets.  Moody's currently
views the commercial real estate market as stressed with further
performance declines expected in the industrial, office, and
retail sectors.  Hotel performance has begun to rebound, albeit
off a very weak base.  Multifamily has also begun to rebound
reflecting an improved supply / demand relationship.  The
availability of debt capital is improving with terms returning
towards market norms.  Job growth and housing price stability will
be necessary precursors to commercial real estate recovery.
Overall, Moody's central global scenario remains "hook-shaped" for
2010 and 2011; Moody's expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a paydown analysis based on the
individual loan level Moody's LTV ratio.  Moody's Herfindahl
score, a measure of loan level diversity, is a primary determinant
of pool level diversity and has a greater impact on senior
certificates.  Other concentrations and correlations may be
considered in Moody's analysis.  Based on the model pooled credit
enhancement levels at Aa2 and B2, the remaining conduit classes
are either interpolated between these two data points or
determined based on a multiple or ratio of either of these two
data points.  For fusion deals, the credit enhancement for loans
with investment-grade credit estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the underlying rating of the
loan which corresponds to a range of credit enhancement levels.
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the underlying rating level, is incorporated for
loans with similar credit estimates in the same transaction.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated December 11, 2007.  Please
see the ratings tab on the issuer / entity page on moodys.com for
the last rating action and the ratings history.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

As of the October 15, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 7% to $2.00 billion
from $2.14 billion at securitization.  The Certificates are
collateralized by 152 mortgage loans ranging in size from less
than 1% to 12% of the pool, with the top ten loans representing
46% of the pool.  Two loans, representing 0.4% of the pool, have
defeased and are collateralized with U.S. Government securities.
The pool contains four loans, representing 15% of the pool with
investment grade credit estimates.  At last review, the Gainey
Suites Hotel Loan ($12.5 million -- 0.6% of the pool), also had a
credit estimate.  However, the performance of this loan has
declined since last review and due to its increased leverage, the
loan is now analyzed as part of the conduit pool.

Forty loans, representing 22% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council 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.

Eleven loans have been liquidated from the pool since
securitization, resulting in an aggregate $41.7 million loss (52%
loss severity on average).  Currently 17 loans, representing 8% of
the pool, are in special servicing.  The largest specially
serviced loan is the 4450 Eastgate Boulevard Loan ($27.6 million -
- 1.4% of the pool), which is secured by a 402,634 square foot
retail anchored property located in Cincinnati, Ohio.  The loan
was transferred to special servicing in June 2009 due to monetary
default and is currently real estate owned.  The remaining 16
specially serviced loans are secured by a mix of property types.
The master servicer has recognized an aggregate $74.1 million
appraisal reduction for 14 of the specially serviced loans.
Moody's has estimated an aggregate $81.8 million loss (49%
expected loss on average) for the specially serviced loans.

Moody's has assumed a high default probability for 14 poorly
performing loans representing 7% of the pool and has estimated a
$43.7 million loss (30% expected loss based on a 60% probability
default) from these troubled loans.

Based on the most recent remittance statement, Classes K through
NR have experienced cumulative interest shortfalls totaling
$3.7 million.  Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans.  Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions and extraordinary
trust expenses.

Moody's was provided with full year 2009 and partial year 2010
operating results for 78% and 23% of the performing pool,
respectively.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 103%, compared to 104% at last
full review.  Moody's net cash flow reflects a weighted average
haircut of 13% to the most recently available net operating
income.  Moody's value reflects a weighted average capitalization
rate of 9.1%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.29X and 0.98X, respectively, compared to
1.16X and 0.95X at last full 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 risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 24 compared to 68 at Moody's prior full review.

The largest loan with a credit estimate is the Smith Haven Mall
Loan ($180.0 million -- 9.0%), which is secured by the borrower's
interest in a 1.1 million square foot regional mall located in
Lake Grove (Suffolk County), New York.  The center is anchored by
Macy's, Sears and J.C. Penney.  As of June 2010, the mall space
was 100% leased, compared to 94% at last review.  Property
performance has improved due to increased overall income.  Moody's
current credit estimate and stressed DSCR are Aa1 and 1.65X,
respectively, compared to Aa2 and 1.57X at last review.

The second largest loan with a credit estimate is the CenterPoint
II Portfolio Loan ($64.8 million -- 3.2%), which is secured by 16
industrial (originally 22) properties totaling 3.5 million square
feet.  The properties are located in Illinois (12) and Wisconsin
(4).  Property performance has declined due to lower occupancy.
As of June 2010, the properties had a combined occupancy of 91%,
compared to 100% at last review.  The five-year loan is interest
only and matures in February 2011.  At securitization, the loan
had a pari passu portion that has defeased.  Moody's current
credit estimate and stressed DSCR are A1 and 1.55X, respectively,
compared to Aa3 and 1.85X at last review.

The remaining two loans with credit estimates comprise 2.4% of the
pool.  The 215 Park Avenue South Loan ($38.0 million -- 1.9%),
which is secured by a 323,898 square foot office building in New
York City, has a credit estimate of Baa2, compared to Baa3 at last
review.  The upgrade in the credit estimate is due to improved
performance from an increase in base rent and decrease in
expenses.  The 10 Stanton Loan ($10.5 million -- 0.5%), which is
secured by a 146-unit multifamily property in New York City,
currently has a credit estimate of Aaa, the same as at last
review.

The top three performing conduit loans represent 21% of the pool
balance.  The largest loan is the Centro Portfolio Loan
($234.9 million -- 11.7%), which is secured by 12 retail
properties totaling 2.6 million square feet.  The properties are
located in five states, with the largest concentrations in
Pennsylvania (5) and New Jersey (3).  The portfolio was 93% leased
as of June 2010 compared to 97% at last review.  Despite a
decrease in occupancy, performance remains stable since last
review.  Moody's LTV and stressed DSCR are 102% and 0.92X,
respectively, compared to 104% and 0.95X at last full review.

The second largest loan is the Gap Building Loan ($107.5 million -
- 5.4%), which is secured by a 282,773 square foot office building
located in San Francisco, California.  The property is 100% leased
to The Gap, Inc., through 2017.  Moody's LTV and stressed DSCR are
98% and 0.99X, respectively, compared to 98% and 1.05X at last
full review.

The third largest loan is the Valley Mall Loan ($86.9 million --
4.3%), which is secured by 659,310 square feet of a 903,000 square
foot retail center located in Hagerstown, Maryland.  The center is
anchored by J.C. Penney, Sears, Bon Ton and Macy's.  The in-line
space is 90.5% occupied as of June 2010, compared to 95.4% at last
review.  Moody's LTV and stressed DSCR are 112% and 0.84X,
respectively, compared to 100% and 0.97X at last full review.


JP MORGAN: Moody's Downgrades Ratings on 19 2007-CIBC19 Certs.
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 19 classes and
affirmed four classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp. 2007-CIBC19 Commercial Mortgage Pass-Through
Certificates, Series 2007-CIBC19:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on June 14, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2, Affirmed at Aaa (sf); previously on June 14, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on June 14, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on June 14, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Downgraded to Aa2 (sf); previously on Sept. 22, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-SB, Downgraded to Aa2 (sf); previously on Sept. 22,
     2010 Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-1A, Downgraded to Aa2 (sf); previously on Sept. 22,
     2010 Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-M, Downgraded to A1 (sf); previously on Sept. 22, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-J, Downgraded to Ba1 (sf); previously on Sept. 22, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Ba2 (sf); previously on Sept. 22, 2010
     A2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to B2 (sf); previously on Sept. 22, 2010 A3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to B3 (sf); previously on Sept. 22, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Caa2 (sf); previously on Sept. 22, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Ca (sf); previously on Sept. 22, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to C (sf); previously on Sept. 22, 2010 Ba3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to C (sf); previously on Sept. 22, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to C (sf); previously on Sept. 22, 2010 B3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to C (sf); previously on Sept. 22, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to C (sf); previously on Sept. 22, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M, Downgraded to C (sf); previously on Sept. 22, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. N, Downgraded to C (sf); previously on Sept. 22, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. P, Downgraded to C (sf); previously on Sept. 22, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. Q, Downgraded to C (sf); previously on Sept. 22, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans.  The affirmations are due to key
parameters, including Moody's loan to value ratio, Moody's
stressed debt service coverage ratio and the Herfindahl Index,
remaining within acceptable ranges.  Based on Moody's current base
expected loss, the credit enhancement levels for the affirmed
classes are sufficient to maintain their current ratings.

On September 22, 2010 Moody's placed 19 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
12.0% of the current balance.  At last review, Moody's cumulative
base expected loss was 3.2%.  Moody's stressed scenario loss is
24.9% of the current balance.

Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels.  If future performance materially declines,
the expected level of credit enhancement and the priority in the
cash flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the current stressed
macroeconomic environment and continuing weakness in the
commercial real estate and lending markets.  Moody's currently
views the commercial real estate market as stressed with further
performance declines expected in the industrial, office, and
retail sectors.  Hotel performance has begun to rebound, albeit
off a very weak base.  Multifamily has also begun to rebound
reflecting an improved supply / demand relationship.  The
availability of debt capital is improving with terms returning
towards market norms.  Job growth and housing price stability will
be necessary precursors to commercial real estate recovery.
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's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a paydown analysis based on the
individual loan level Moody's LTV ratio.  Moody's Herfindahl score
(Herf), a measure of loan level diversity, is a primary
determinant of pool level diversity and has a greater impact on
senior certificates.  Other concentrations and correlations may be
considered in Moody's analysis.  Based on the model pooled credit
enhancement levels at Aa2 and B2, the remaining conduit classes
are either interpolated between these two data points or
determined based on a multiple or ratio of either of these two
data points.  For fusion deals, the credit enhancement for loans
with investment-grade credit estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the underlying rating of the
loan which corresponds to a range of credit enhancement levels.
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the underlying rating level, is incorporated for
loans with similar credit estimates in the same transaction.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior review is
summarized in a press release dated February 10, 2009.  See the
ratings tab on the issuer / entity page on moodys.com for the last
rating action and the ratings history.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

As of the October 12, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 3% to $3.18 billion
from $3.28 billion at securitization.  The Certificates are
collateralized by 234 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 24%
of the pool.  The pool does not contain any defeased loans or
loans with investment grade credit estimates.

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

Seven loans have been liquidated from the pool since
securitization, resulting in an aggregate $42.0 million loss (78%
loss severity on average).  Currently 26 loans, representing 11%
of the pool, are in special servicing.  The largest specially
serviced loan is the Doubletree Guest Suites Loan ($39.8 million -
- 1.3% of the pool), which is secured by a 253-room full-service
hotel located in Plymouth Meeting, Pennsylvania.  The loan was
transferred to special servicing in February 2010 due to monetary
default and is in the process of foreclosure.  The remaining 25
specially serviced loans are secured by a mix of property types.
The master servicer has recognized an aggregate $173.6 million
appraisal reduction for the specially serviced loans.  Moody's has
estimated an aggregate $173.5 million loss (48% expected loss on
average) for the specially serviced loans.

Moody's has assumed a high default probability for 31 poorly
performing loans representing 12% of the pool and has estimated a
$97.6 million loss (30% expected loss based on a 60% probability
default) from these troubled loans.

Based on the most recent remittance statement, Classes F through
NR have experienced cumulative interest shortfalls totaling $7.3
million.  Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans.  Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions and extraordinary
trust expenses.

Moody's was provided with full year 2009 and partial year 2010
operating results for 88% and 60% of the pool, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 123% compared to 150% at last review.  Moody's net
cash flow reflects a weighted average haircut of 12% to the most
recently available net operating income.  Moody's value reflects a
weighted average capitalization rate of 9.4%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.22X and 0.85X, respectively, compared to
1.02X and 0.73X 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 risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 66 compared to 80 at Moody's prior review.

The top three performing conduit loans represent 13% of the pool
balance.  The largest loan is the 599 Lexington Avenue Loan
($225.0 million -- 7.1%), which is a 30% pari passu interest in a
$750.0 million first mortgage loan.  The loan is secured by the
borrower's interest in a 1.0 million square foot office property
located in Midtown Manhattan, New York.  The property was 95%
leased as of December 2009, compared to 99% at last review.
Despite the decrease in occupancy, performance remains stable due
to increases in base rent and a decline in operating expenses.
The loan is interest only for its entire 10-year term.  Moody's
LTV and stressed DSCR are 148% and 0.66X, respectively, the same
as at last review.

The second largest loan is the River City Marketplace Loan
($110.0 million -- 3.5%), which is secured by a 559,796 square
foot lifestyle retail center located in Jacksonville, Florida.
The center was 95% leased as of June 2010, the same as at last
review.  The largest tenants are Gander Mountain, Wallace Theater
and Ashley Furniture.  Performance has been stable since last
review.  The loan is interest only for its entire 10-year term.
Moody's LTV and stressed DSCR are 155% and 0.63X, respectively,
compared to 157% and 0.64X at last review.

The third largest loan is the Sabre Headquarters Loan
($85.0 million -- 2.7%), which is secured by a 473,940 square foot
single-tenant office property located in suburban Fort Worth,
Texas.  The property serves as the headquarters of the Sabre
Holdings Corporation and is leased through March 2022 under a
triple net lease.  Although property performance has been stable
since securitization, Moody's analysis incorporates a stressed
cash flow due to Moody's concerns about single tenant exposure.
Moody's current analysis reflects improved office market
conditions in the Forth Worth area.  The loan is currently in a
60-month interest only period and will amortize on a 360-month
schedule for the rest of its 10-year term.  Moody's LTV and
stressed DSCR are 167% and 0.61X, respectively, compared to 177%
and 0.61X at last review.


JP MORGAN: Moody's Junks Rating on Class A-1 2008-R2 Notes
----------------------------------------------------------
Moody's Investors Service has downgraded the rating of class A-1
issued by J.P. Morgan Alternative Loan Trust, Series 2008-R2.

Issuer: J.P. Morgan Alternative Loan Trust, Series 2008-R2

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 29, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The action is as a result of the bond not having sufficient credit
enhancement to maintain the current rating compared to the revised
loss expectation on the pool of mortgages backing the underlying
certificate.

The resecuritization is backed by Class 2-A-1 issued by CWALT,
Inc. Mortgage Pass-Through Certificates, Series 2006-33CB.  The
underlying certificate is backed primarily by first-lien, Alt-A
residential mortgage loans.  The Class A-1 issued in the
resecuritization transaction is a senior class, supported by a
subordinated bond Class A-2, which receives principal payments
after Class A-1 but absorbs losses before Class A-1.

Moody's ratings on certificates in a resecuritization are based
on:

  (i) The updated expected loss of the pool of loans backing the
      underlying certificate and the updated rating on the
      underlying certificate.  Moody's current loss expectation on
      the pool backing CWALT, Inc. Mortgage Pass-Through
      Certificates, Series 2006-33CB is 31% expressed as a
      percentage of outstanding deal balance.  The current rating
      on the 2-A-1 bond is Caa3.

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

(iii) The structure of the resecuritization transaction.

Moody's first updated its loss assumptions on the underlying pool
of mortgage loans (backing the underlying certificate) and then
arrived at an updated rating on the underlying certificate.  The
rating on the underlying certificate is based on expected
recoveries on the bonds under ninety-six different combinations 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.

In order to determine the ratings of the resecuritized bonds, the
loss on the underlying certificate was ascribed to the
resecuritized classes, A-1 and A-2, according to the structure of
the resecuritized transaction.  The losses on the resecuritized
certificates are allocated "bottom up" with Class A-2 taking loss
ahead of Class A-1.  Principal payments to the certificates are
allocated sequentially, with Class A-1 being paid ahead of Class
A-2.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

As a part of the sensitivity analysis, Moody's stressed the
updated expected loss of the pool of loans backing the underlying
certificate by an additional 10% and found that the rating on the
resecuritization bond A-1 changes from Caa3 to Ca.

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


JP MORGAN: Moody's Takes Rating Actions on Two 2008-R3 Notes
------------------------------------------------------------
Moody's Investors Service has confirmed the rating of class 1-A-1
and has downgraded the rating of class 1-A-2 issued by J.P. Morgan
Mortgage Trust, Series 2008-R3.

Issuer: J.P. Morgan Mortgage Trust, Series 2008-R3

  -- Cl. 1-A-1, Confirmed at B1 (sf); previously on Jan. 13, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to C (sf); previously on March 12, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The actions were taken depending on if the bonds had sufficient
credit enhancement to maintain the current ratings compared to the
revised loss expectation on the pool of mortgages backing the
underlying certificate.

The resecuritization is backed by Class 1-A-1 issued by J.P.
Morgan Mortgage Trust 2006-A4.  The underlying certificate is
backed primarily by first-lien, prime residential mortgage loans.

The Class 1-A-1 issued in the resecuritization transaction is a
senior class, supported by a subordinated bond Class 1-A-2, which
receives principal payments after Class 1-A-1 but absorbs losses
before Class 1-A-1.

Moody's ratings on certificates in a resecuritization are based
on:

  (i) The updated expected loss of the pool of loans backing the
      underlying certificate and the updated rating on the
      underlying certificate.  Moody's current loss expectation on
      the pool backing J.P. Morgan Mortgage Trust 2006-A4 is 15.4%
      expressed as a percentage of outstanding deal balance.  The
      current rating on the 1-A-1 bond is Caa2.

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

(iii) The structure of the resecuritization transaction.

Moody's first updated its loss assumptions on the underlying pool
of mortgage loans (backing the underlying certificate) and then
arrived at an updated rating on the underlying certificate.  The
rating on the underlying certificate is based on expected
recoveries on the bonds under ninety-six different combinations 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.

In order to determine the ratings of the resecuritized bonds, the
loss on the underlying certificate was ascribed to the
resecuritized classes, 1-A-1 and 1-A-2, according to the structure
of the resecuritized transaction.  The losses on the resecuritized
certificates are allocated "bottom up" with Class 1-A-2 taking
loss ahead of Class 1-A-1.  Principal payments to the certificates
are allocated sequentially, with Class 1-A-1 being paid ahead of
Class 1-A-2.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

As a part of the sensitivity analysis, Moody's stressed the
updated expected loss of the pool of loans backing the underlying
certificate by an additional 10% and found that the implied
ratings on the resecuritization bonds did not change.

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


JP MORGAN: S&P Assigns Ratings to 2010-C2 $1.10 Bil. Certs.
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to J.P.
Morgan Chase Commercial Mortgage Securities Trust 2010-C2's
$1.10 billion class A-1 through H commercial mortgage pass-through
certificates series 2010-C2.

J.P. Morgan Chase Commercial Mortgage Securities Trust 2010-C2 is
a securitization of 30 fixed-rate mortgage loans secured by 47
retail, office, industrial, mixed-use and self-storage properties.

The final ratings reflect S&P's view of the credit support
provided by the subordinate classes of certificates, the liquidity
provided by the trustee, the economics of the underlying loans,
and the loans' geographic and property type diversity.  Standard &
Poor's determined that, on a weighted average basis, the pool has
a debt service coverage of 1.34x, based on a weighted average
Standard & Poor's loan constant of 8.28%, a beginning loan-to-
value ratio of 82.4%, and an ending LTV ratio of 70.4%.

                        Ratings Assigned

  J.P. Morgan Chase Commercial Mortgage Securities Trust 2010-C2
          Commercial mortgage pass-through certificates

            Class        Rating             Amount ($)
            -----        ------             ----------
            A-1          AAA (sf)          266,660,000
            A-2          AAA (sf)          243,099,000
            A-3          AAA (sf)          390,533,000
            X-A*         AAA (sf)        900,292,000**
            X-B*         NR              200,983,731**
            B            AA (sf)            37,168,000
            C            A (sf)             53,688,000
            D            BBB+ (sf)          33,038,000
            E            BBB- (sf)          22,025,000
            F            BB (sf)            16,520,000
            G            B (sf)             13,766,000
            H            B- (sf)             2,753,000
            NR           NR                 22,025,731

                       * Interest-only class.
                         ** Notional amount.
                           NR - Not rated.


JPMC 2006-LDP7: Moody's Reviews Ratings on 16 Certificates
----------------------------------------------------------
Moody's Investors Service placed 16 classes of JPMC 2006-LDP7,
Commercial Mortgage Pass-Through Certificates, Series 2006-LDP7 on
review for possible downgrade:

  -- Cl. A-M, Aaa (sf) Placed Under Review for Possible Downgrade;
     previously on July 12, 2006 Definitive Rating Assigned Aaa
     (sf)

  -- Cl. A-J, A1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to A1 (sf)

  -- Cl. B, A3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to A3 (sf)

  -- Cl. C, Baa1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Baa1 (sf)

  -- Cl. D, Baa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Baa2 (sf)

  -- Cl. E, Baa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Baa3 (sf)

  -- Cl. F, Ba1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Ba1 (sf)

  -- Cl. G, Ba2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Ba2 (sf)

  -- Cl. H, B1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to B1 (sf)

  -- Cl. J, B3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to B3 (sf)

  -- Cl. K, Caa1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa1 (sf)

  -- Cl. L, Caa1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa1 (sf)

  -- Cl. M, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa2 (sf)

  -- Cl. N, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa2 (sf)

  -- Cl. P, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa3 (sf)

  -- Cl. Q, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa3 (sf)

The classes were placed on review for possible downgrade due to
higher expected losses for the pool resulting from realized and
anticipated losses from specially serviced and troubled loans.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated February 6, 2009.

                   Deal And Performance Summary

As of the October 15, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 3% to
$3.804 billion from $3.940 billion at securitization.  The
Certificates are collateralized by 260 mortgage loans ranging in
size from less than 1% to 6% of the pool, with the top ten loans
representing 35% of the pool.  One portfolio loan, representing
0.6% of the pool, has defeased and is collateralized with U.S.
Government securities.

Seventy-eight loans, representing 19% 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 monthly reporting package.  As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Nine loans have been liquidated from the pool since
securitization, resulting in an aggregate $17.9 million loss (54%
loss severity on average).  Currently twenty-five loans,
representing 10% of the pool, are in special servicing.  The
master servicer has recognized an aggregate $67.2 million
appraisal reduction for 21 of the specially serviced loans.

Based on the most recent remittance statement, Classes M through
NR have experienced cumulative interest shortfalls totaling
$5.7 million.  Moody's anticipates that the pool will continue to
experience future interest shortfalls because of the high exposure
to specially serviced loans.  Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions and extraordinary
trust expenses.

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


JPMORGAN CHASE: S&P Downgrades Ratings on 2003-LN1 Certs. to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
from 'CCC-(sf)' on the class N and P commercial mortgage pass-
through certificates from JPMorgan Chase Commercial Mortgage
Securities Corp.'s series 2003-LN1, a U.S. commercial mortgage-
backed securities transaction.

The downgrades follow principal losses to the respective classes,
which the Oct. 15, 2010, remittance report detailed.  The class N
certificate experienced a loss totaling 73.1% of its $3.0 million
beginning certificate balance, and class P lost 100% of its
original balance, which also totaled $3.0 million.

According to the Oct. 15 remittance report, the principal loss of
$14.3 million resulted from the liquidation of two REO assets that
were with the special servicer, C-III Asset Management LLC (C-
III).  The Orion MHP and Arbor Village pool assets are
manufactured housing facilities that served as collateral for two
cross-collateralized and cross-defaulted notes aggregating
$16.9 million that were transferred to C-III on Oct. 3, 2008, due
to monetary default.  The Orion MHP property is a 423-unit
facility in Orion, Mich., built in 1967.  The Arbor Village
property is a 266-unit manufactured facility in Parma, Mich.,
built in 1969.  The two notes had a total exposure of
$18.1 million at the time of liquidation.  Based on the September
2010 remittance report data, the loss severity was 86.3%.

The remittance report notes that the collateral pool consisted of
165 assets with an aggregate trust balance of $982.7 million, down
from 185 assets totaling $1.3 billion at issuance.  According to
the Oct. 15, 2010, remittance report, two assets totaling
$3.9 million (0.4%) were with the special servicer, and subsequent
to the remittance date, an additional asset ($4.5 million; 0.5%)
was transferred to the special servicer.  To date, the trust has
experienced losses on two loans totaling $23.3 million.  Based on
the September 2010 remittance report data, the weighted average
loss severity for these two assets was approximately 78.1%.


LANDGROVE SYNTHETIC: Moody's Upgrades Ratings on Default Swaps
--------------------------------------------------------------
Moody's Investors Service announced that it has upgraded its
rating on credit default swaps entered into by Goldman Sachs in
respect of the Class 7A1 Notes issued by Landgrove Synthetic CDO
SPC acting for the account of the Series 2007-02 Segregated
Portfolio, a collateralized debt obligation transaction
referencing a managed portfolio of corporate entities.

Issuer: GS CDS (Ref. # SDB506494104)

  -- US$5M US$5,000,000 Credit Default Swap Referencing Class
     7A1 of Landgrove Synthetic CDO SPC Series 2007-2 Notes,
     Upgraded to Ba2 (sf); previously on Aug. 18, 2009 Downgraded
     to B1 (sf)

Issuer: GS CDS (Ref. # SDB506546906)

  -- US$6M US$6,000,000 Credit Default Swap Referencing Class
     7A1 of Landgrove Synthetic CDO SPC Series 2007-2 Notes,
     Upgraded to Ba2 (sf); previously on Aug. 18, 2009 Downgraded
     to B1 (sf)

Issuer: GS CDS (Ref. # SDB506546935)

  -- US$5M US$5,000,000 Credit Default Swap Referencing Class
     7A1 of Landgrove Synthetic CDO SPC Series 2007-2 Notes,
     Upgraded to Ba2 (sf); previously on Aug. 18, 2009 Downgraded
     to B1 (sf)

Issuer: GS CDS (Ref. # SDB506546943)

  -- US$5M US$5,000,000 Credit Default Swap Referencing Class
     7A1 of Landgrove Synthetic CDO SPC Series 2007-2 Notes,
     Upgraded to Ba2 (sf); previously on Aug. 18, 2009 Downgraded
     to B1 (sf)

Issuer: GS CDS (Ref. # SDB506546950)

  -- US$3M US$3,000,000 Credit Default Swap Referencing Class
     7A1 of Landgrove Synthetic CDO SPC Series 2007-2 Notes,
     Upgraded to Ba2 (sf); previously on Aug. 18, 2009 Downgraded
     to B1 (sf)

Issuer: GS CDS (Ref. # SDB506546955)

  -- US$3M US$3,000,000 Credit Default Swap Referencing Class
     7A1 of Landgrove Synthetic CDO SPC Series 2007-2 Notes,
     Upgraded to Ba2 (sf); previously on Aug. 18, 2009 Downgraded
     to B1 (sf)

Issuer: GS CDS (Ref. # SDB506547004)

  -- US$3M US$3,000,000 Credit Default Swap Referencing Class
     7A1 of Landgrove Synthetic CDO SPC Series 2007-2 Notes,
     Upgraded to Ba2 (sf); previously on Aug. 18, 2009 Downgraded
     to B1 (sf)

Moody's explained that the rating actions taken are the result of
an improvement in the credit quality of the reference portfolio,
in particular with regards to the concentration in Caa modeled
assets, and the remaining high subordination of the tranche.

The 10 year weighted average rating factor of the portfolio, not
adjusted with forward looking measures, has improved from 746 from
the last rating action to 546, after removing defaults, equivalent
to an average rating of the current portfolio of Baa3.  The
reference portfolio included exposures to Ambac Assurance
Corporation and CIT Group which have experienced credit events
since the last rating action.  Previously, the subordination of
the rated tranche was reduced due to credit events on Lehman
Brothers Inc., Federal Home Loan Mortgage Corporation, Federal
National Mortgage Association, Capmark Financial Group and
Washington Mutual.  All the credit events lead to a decrease of
approximately 3% of the subordination of the tranche.  The
portfolio has the highest industry concentrations in Banking
(17%), Insurance (12%), Telecommunications (8%) and Energy: Oil &
Gas (7%).

(1) Use of Market Implied Ratings -- MIRs were used in place of
the
    corporate fundamental ratings to derive the default
    probability of each corporate name in the reference portfolio.
    The gap between an MIR and a Moody's corporate fundamental
    rating is an indicator of the extent of the divergence of
    credit view between Moody's and the market. This run generated
    a result two notches lower than the model result under the
    base case.

(2) Defaulted all Caa Referenced Entities -- To test the deal
    sensitivity to the lowest rated entities of the portfolio, all
    Caa exposures were assumed to be defaulted. This run generated
    a result one notch lower than the model result under the base
    case.

(3) Removal of forward-looking measures -- The notching adjustment
    on each entity's rating due to watch for downgrade or negative
    outlook was removed, resulting in no difference compared to
    the base case.

(4) Stress on largest industry group -- All entities in the
    Banking, Insurance, Finance and Real Estate were notched down
    by one, the largest sector concentration representing 36% of
    the portfolio notional.  The result of this run was one notch
    worse than the base case.

(5) Reduction of time to maturity -- Time to maturity was reduced
    by a year and by six months, all other things being equal.
    These runs generated results one notch better than the base
    case.

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.

Moody's analysis for this transaction is based on CDOROMv2.6.
This model is available on moodys.com under Products and Solutions
-- Analytical models, upon return of a signed free license
agreement.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Corporate Synthetic
Obligations", key model inputs used by Moody's in its analysis may
be different from the manager/arranger's reported numbers.  In
particular, rating assumptions for all publicly rated corporate
credits in the underlying portfolio have been adjusted for "Review
for Possible Downgrade", "Review for Possible Upgrade", or
"Negative Outlook".

Moody's analysis of corporate CSOs is subject to uncertainties,
the primary sources of which includes complexity, governance and
leverage.  Although the CDOROM model capture many of the dynamics
of the Corporate CSO structure, it remains a simplification of the
complex reality.  Of greatest concern are (a) variations over time
in default rates for instruments with a given rating, (b)
variations in recovery rates for instruments with particular
seniority/security characteristics and (c) uncertainty about the
default and recovery correlations characteristics of the reference
pool.  Similarly on the legal/structural side, the legal analysis
although typically based in part on opinions (and sometimes
interpretations) of legal experts at the time of issuance, is
still subject to potential changes in law, case law and the
interpretations of courts and (in some cases) regulatory
authorities.  The performance of this CSO is also dependent on on-
going decisions made by one or several parties, including the
Manager and the Trustee.  Although the impact of these decisions
is mitigated by structural constraints, anticipating the quality
of these decisions necessarily introduces some level of
uncertainty in Moody's assumptions.  Given the tranched nature of
Corporate CSO liabilities, rating transitions in the reference
pool may have leveraged rating implications for the ratings of the
Corporate CSO liabilities, thus leading to a high degree of
volatility.  All else being equal, the volatility is likely to be
higher for more junior or thinner liabilities.


LEHMAN XS: Moody's Downgrades Ratings on 162 Tranches
-----------------------------------------------------
Moody's Investors Service has downgraded the ratings of 162
tranches and confirmed the ratings on 23 tranches from 17 RMBS
transactions, backed by option arm loans, issued by Lehman XS
Trusts.

                        Ratings Rationale

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

To assess the rating implications of the updated loss levels on
option arm 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.

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

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

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

Complete rating actions are:

Issuer: Lehman XS Trust Series 2005-5N

  -- Cl. 1-A1, Downgraded to B2 (sf); previously on Jan. 27, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3, Downgraded to C (sf); previously on Jan. 27, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A1, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A2, Downgraded to C (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A1A, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A1B, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A2, Downgraded to C (sf); previously on Jan. 27, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A3B, Downgraded to B2 (sf); previously on Jan. 27, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A3C, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

Issuer: Lehman XS Trust Series 2005-7N

  -- Cl. 1-A1A, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A1B, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3, Downgraded to C (sf); previously on April 16, 2010
     Downgraded to Ca (sf) and Placed Under Review for Possible
     Downgrade

  -- Underlying Rating: Downgraded to C (sf); previously on
     March 30, 2010 Ca (sf) Placed Under Review for Possible
     Downgrade

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

  -- Cl. 2-A1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A2, Downgraded to C (sf); previously on April 16, 2010
     Downgraded to Ca (sf) and Placed Under Review for Possible
     Downgrade

  -- Underlying Rating: Downgraded to C (sf); previously on
     March 30, 2010 Ca (sf) Placed Under Review for Possible
     Downgrade

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

  -- Cl. 3-A1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A2, Downgraded to C (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Underlying Rating: Downgraded to C (sf); previously on
     March 30, 2010 B3 (sf) Placed Under Review for Possible
     Downgrade

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

Issuer: Lehman XS Trust Series 2005-9N

  -- Cl. 1-A1, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3, Downgraded to C (sf); previously on April 16, 2010
     Downgraded to Ca (sf) and Placed Under Review for Possible
     Downgrade

  -- Underlying Rating: Downgraded to C (sf); previously on
     March 30, 2010 Ca (sf) Placed Under Review for Possible
     Downgrade

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

  -- Cl. 2-A1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A2, Downgraded to C (sf); previously on April 16, 2010
     Downgraded to Ca (sf) and Placed Under Review for Possible
     Downgrade

  -- Underlying Rating: Downgraded to C (sf); previously on
     March 30, 2010 Ca (sf) Placed Under Review for Possible
     Downgrade

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

Issuer: Lehman XS Trust Series 2006-10N

  -- Cl. 1-A2A, Downgraded to B1 (sf); previously on Jan. 27, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2B, Downgraded to Caa2 (sf); previously on Sep 16,
     2010 Downgraded to Caa1 (sf) and Remained On Review for
     Possible Downgrade

  -- Cl. 1-A3A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A4A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A4B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A2, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

Issuer: Lehman XS Trust Series 2006-12N

  -- Cl. 1-A2A1, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2A2, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3A1A, Downgraded to Ca (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3A1B, Downgraded to C (sf); previously on Jan. 27,
     2010 Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3A2A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3A2B, Downgraded to C (sf); previously on Jan. 27,
     2010 Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A4A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A4B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A1A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A1B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Lehman XS Trust Series 2006-16N

  -- Cl. 1-A2AU, Confirmed at Caa1 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2A, Confirmed at Caa1 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A31U, Downgraded to Ca (sf); previously on Jan. 27,
     2010 Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A31, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A32A1U, Downgraded to Ca (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A32A1, Downgraded to Ca (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A32A2, Downgraded to C (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A32B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A4A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A4B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A4C, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: Lehman XS Trust Series 2006-18N

  -- Cl. A1A, Confirmed at B2 (sf); previously on Jan. 27, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. A1B, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. A2A, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade


  -- Cl. A5A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. AX, Confirmed at B2 (sf); previously on Jan. 27, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

Issuer: Lehman XS Trust Series 2006-2N

  -- Cl. 1-A1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3, Downgraded to C (sf); previously on April 16, 2010
     Downgraded to Ca (sf) and Placed Under Review for Possible
     Downgrade

  -- Underlying Rating: Downgraded to C (sf); previously on
     March 30, 2010 Ca (sf) Placed Under Review for Possible
     Downgrade

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

  -- Cl. 2-A1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A2A, Downgraded to C (sf); previously on April 16, 2010
     Downgraded to Ca (sf) and Placed Under Review for Possible
     Downgrade

  -- Underlying Rating: Downgraded to C (sf); previously on
     March 30, 2010 Ca (sf) Placed Under Review for Possible
     Downgrade

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

  -- Cl. 2-A2B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Lehman XS Trust Series 2006-4N

  -- Cl. A1-B1, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A1-B2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A1-C1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A1-C2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A1-D1, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A1-D2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A2-A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A2-B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A2-C, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A3-A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: Lehman XS Trust Series 2006-GP2

  -- Cl. 1-A1B, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2A, Confirmed at Caa3 (sf); previously on Jan. 27,
     2010 Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A4, Confirmed at Ca (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A5A, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A5B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A1, Confirmed at Caa3 (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A1, Confirmed at Caa3 (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Lehman XS Trust Series 2006-GP4

  -- Cl. 1-A1, Confirmed at Ca (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A1, Confirmed at Caa3 (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A1A, Confirmed at B3 (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A1B, Confirmed at Ca (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A2A, Confirmed at Caa3 (sf); previously on Jan. 27,
     2010 Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A3A, Confirmed at Ca (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A5, Confirmed at Ca (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Lehman XS Trust Series 2007-12N

  -- Cl. 1-A1, Confirmed at Caa2 (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-AX, Confirmed at Caa2 (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-AX, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Lehman XS Trust Series 2007-15N

  -- Cl. 1-A1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1C-A1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1C-A2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1C-A3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. AF2, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. AF3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A2, Downgraded to C (sf); previously on April 16, 2010
     Downgraded to Ca (sf) and Placed Under Review for Possible
     Downgrade

  -- Underlying Rating: Downgraded to C (sf); previously on
     March 30, 2010 Ca (sf) Placed Under Review for Possible
     Downgrade

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

  -- Cl. 3-AX, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A2A, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A2B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A3, Downgraded to C (sf); previously on April 16, 2010
     Downgraded to Ca (sf) and Placed Under Review for Possible
     Downgrade

  -- Underlying Rating: Downgraded to C (sf); previously on Mar
     30, 2010 Ca (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. 4-AX, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1B, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1C, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1D, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1E, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1F, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1G, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1H, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1IA, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1IB, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1IC, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1ID, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1IE, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1IF, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1IG, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1IH, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: Lehman XS Trust Series 2007-2N

  -- Cl. 1-A1A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A1B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-AX, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-AX, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A2, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A3, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A1, Confirmed at Caa1 (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-AX, Confirmed at Caa1 (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

Issuer: Lehman XS Trust Series 2007-4N

  -- Cl. 1-A1, Confirmed at Caa3 (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-AX, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-AX, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A1A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A2A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A2B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-AC, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-AX, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

Issuer: Lehman XS Trust Series 2007-7N

  -- Cl. 1-A1A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A1B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2, Confirmed at Ca (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. AX, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A1A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A1B, Downgraded to C (sf); previously on April 16, 2010
     Downgraded to Ca (sf) and Placed Under Review for Possible
     Downgrade

  -- Underlying Rating: Downgraded to C (sf); previously on
     March 30, 2010 Ca (sf) Placed Under Review for Possible
     Downgrade

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

  -- Cl. 2-A2A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A2B, Downgraded to C (sf); previously on April 16, 2010
     Downgraded to Ca (sf) and Placed Under Review for Possible
     Downgrade

  -- Underlying Rating: Downgraded to C (sf); previously on Mar
     30, 2010 Ca (sf) Placed Under Review for Possible Downgrade

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

Issuer: Lehman XS Trust, Series 2007-16N

  -- Cl. 1-A1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A2, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A3, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A4, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A1, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. AF2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. AF3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade


MERRILL LYNCH: DBRS Upgrades Class F Rating to 'A' From 'BB'
-----------------------------------------------------------
DBRS has upgraded the ratings of Merrill Lynch Mortgages Loans Inc.
Commercial Mortgage Pass-Through Certificates, Series 1998-Canada 1
as follows:

Class E to AA from BBB (low)
Class F to A from BB

In addition, DBRS has confirmed the rating of Class X at AAA.

As of the September 2010 reporting period, four loans remain in the
pool.  Three of the four loans are fully amortizing and two loans are
in special servicing.

The Chelmsford Plaza loan (13.5% of the pool) is a 36,044 retail
centre in Chelmsford, Ontario and transferred to the special servicer
in July 2009 for maturity default.  DBRS has confirmed with the
special servicer that the property is fully occupied and the borrower
is in discussions to pay off the loan.

The Point Inn (11.91% of the pool) is a 150-key hotel in Calgary with
a loan per key of $14,500.  The loan transferred to the special
servicer in February 2008 due to litigation at the borrower level.
The loan has been brought current and benefits from the low leverage
point, on a per square foot basis.

Additionally, as of September 2010, the cumulative balance of the two
loans in special servicing is $2,452,906, which is less than the
current balance of the unrated Class G.  DBRS does not rate Class G.
The current balance of Class G is $4,734,237.

The remaining two loans are secured by a mixed-use building on the
western edge of the Toronto CBD and a full-service hotel in Quebec
City, Quebec.

Outside of the Chelmsford Plaza loan, the remaining loans in the pool
do not mature until 2018 and 2020.

Credit enhancement to the remaining rated bond classes has increased
substantially since issuance and is reflected in the ratings
upgrades.

DBRS will continue to monitor this transaction on a monthly basis,
with more information being available in DBRS's Global CMBS Monthly
Surveillance Report.


MERRILL LYNCH: Moody's Downgrades Ratings on 12 Tranches
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 12
tranches and confirmed the ratings of 6 tranches from 10 RMBS
transactions issued by Merrill Lynch Mortgage Investors Trust.
The collateral backing these deals primarily consists of closed
end second lien loans.

                        Ratings Rationale

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.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

If expected losses on the each of the collateral pools were to
increase by 10%, model implied results indicate that most of the
deals' ratings would remain stable, with the exception of class A
from Merrill Lynch Mortgage Investors Trust 2006-SL1 and class B-2
from Merrill Lynch Mortgage Investors Trust 2004-SL2, for each of
which model implied results would be one notch lower (for example,
Ba2 versus Ba1, or Ca versus Caa3).  Class B-1 from Merrill Lynch
Mortgage Investors Trust 2004-SL2 the model implied results would
be two notches lower.

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

Complete rating actions are:

Issuer: Merrill Lynch Mortgage Investors Trust 2005-NCA

  * Expected Losses (as a % of Original Balance): 18%

  -- Cl. M-2, Confirmed at Ba3 (sf); previously on March 18, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

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

Issuer: Merrill Lynch Mortgage Investors Trust 2005-SL2

  * Expected Losses (as a % of Original Balance): 25%

  -- Cl. M-2, Downgraded to Ca (sf); previously on March 18, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: Merrill Lynch Mortgage Investors Trust 2006-SL1

  * Expected Losses (as a % of Original Balance): 45%

  -- Cl. A, Downgraded to Caa2 (sf); previously on March 18, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

Issuer: Merrill Lynch Mortgage Investors Trust 2006-SL2

  * Expected Losses (as a % of Original Balance): 57%

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

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

Issuer: Merrill Lynch Mortgage Investors Trust Series 2004-SL1

  * Expected Losses (as a % of Original Balance): 12%

  -- Cl. B-2, Confirmed at Ba1 (sf); previously on March 18, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-3, Confirmed at Ca (sf); previously on March 18, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Merrill Lynch Mortgage Investors Trust Series 2004-SL2

  * Expected Losses (as a % of Original Balance): 14%

  -- Cl. B-1, Downgraded to A2 (sf); previously on March 18, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 (sf); previously on March 18,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-3, Downgraded to C (sf); previously on March 18, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Merrill Lynch Mortgage Investors Trust Series 2005-NCB

  * Expected Losses (as a % of Original Balance): 38%

  -- Cl. M-1, Downgraded to C (sf); previously on March 18, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

Issuer: Merrill Lynch Mortgage Investors Trust Series 2005-SL1

  * Expected Losses (as a % of Original Balance): 18%

  -- Cl. B-2, Downgraded to B2 (sf); previously on March 18, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-3, Downgraded to C (sf); previously on March 18, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Merrill Lynch Mortgage Investors Trust Series 2005-SL3

  * Expected Losses (as a % of Original Balance): 34%

  -- Cl. A-1, Confirmed at Ba1 (sf); previously on March 18, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2B, Confirmed at Ba1 (sf); previously on March 18, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M-1, Confirmed at Ca (sf); previously on March 18, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Merrill Lynch Mortgage Investors Trust, Series 2007-SL1

       * Expected Losses (as a % of Original Balance): 89%

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


MERRILL LYNCH: Moody's Takes Rating Actions on 2005-MCP1 Certs.
---------------------------------------------------------------
Moody's Investors Service confirmed the rating of one class,
affirmed nine classes and downgraded 12 classes of Merrill Lynch
Mortgage Trust 2005-MCP1, Mortgage Trust Commercial Mortgage Pass-
Through Certificates, Series 2005-MCP1:

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

  -- Cl. A-3, Affirmed at Aaa (sf); previously on July 27, 2005
     Definitive Rating Assigned Aaa (sf)

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

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

  -- Cl. A-4, Affirmed at Aaa (sf); previously on July 27, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. XP, Affirmed at Aaa (sf); previously on July 27, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. XC, Affirmed at Aaa (sf); previously on July 27, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. AM, Confirmed at Aaa (sf); previously on Sept. 30, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. AJ, Downgraded to A2 (sf); previously on Sept. 30, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Baa1 (sf); previously on Sept. 30, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Baa3 (sf); previously on Sept. 30, 2010
     A2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Ba3 (sf); previously on Sept. 30, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to B3 (sf); previously on Sept. 30, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Caa1 (sf); previously on Sept. 30, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Caa3 (sf); previously on Sept. 30, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to C (sf); previously on Sept. 30, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to C (sf); previously on Sept. 30, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to C (sf); previously on Sept. 30, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to C (sf); previously on Sept. 30, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. M, Downgraded to C (sf); previously on Sept. 30, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. N, Affirmed at C (sf); previously on Aug. 27, 2009
     Downgraded to C (sf)

  -- Cl. P, Affirmed at C (sf); previously on Aug. 27, 2009
     Downgraded to C (sf)

                        Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans.  The confirmation and affirmations
are due to key parameters, including Moody's loan to value ratio,
Moody's stressed debt service coverage ratio and the Herfindahl
Index , remaining within acceptable ranges.  Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.

On September 30, 2010, Moody's placed 13 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
6.4% of the current balance compared to 5.2% at Moody's prior
review.

Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels.  If future performance materially declines,
the expected level of credit enhancement and the priority in the
cash flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the current stressed
macroeconomic environment and continuing weakness in the
commercial real estate and lending markets.  Moody's currently
views the commercial real estate market as stressed with further
performance declines expected in the industrial, office, and
retail sectors.  Hotel performance has begun to rebound, albeit
off a very weak base.  Multifamily has also begun to rebound
reflecting an improved supply / demand relationship.  The
availability of debt capital is improving with terms returning
towards market norms.  Job growth and housing price stability will
be necessary precursors to commercial real estate recovery.
Overall, Moody's central global scenario remains "hook-shaped" for
2010 and 2011; Moody's expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a paydown analysis based on the
individual loan level Moody's LTV ratio.  Moody's Herfindahl score
, a measure of loan level diversity, is a primary determinant of
pool level diversity and has a greater impact on senior
certificates.  Other concentrations and correlations may be
considered in Moody's analysis.  Based on the model pooled credit
enhancement levels at Aa2 and B2, the remaining conduit classes
are either interpolated between these two data points or
determined based on a multiple or ratio of either of these two
data points.  For fusion deals, the credit enhancement for loans
with investment-grade credit estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the credit estimate of the
loan which corresponds to a range of credit enhancement levels.
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the credit estimate level, is incorporated for
loans with similar credit estimates in the same transaction.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated August 27, 2009.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

As of the October 12, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 21% to $1.37
billion from $1.73 billion at securitization.  The Certificates
are collateralized by 110 mortgage loans ranging in size from less
than 1% to 12% of the pool, with the top ten loans representing
44% of the pool.  Four loans, representing 5% of the pool, have
defeased and are collateralized by U.S. Government securities.
The pool contains one loan, representing 2% of the pool, with an
investment-grade credit estimate.  A second loan also had a credit
estimate at last review, but due to a decline in performance and
increased leverage, it is now analyzed as part of the conduit
pool.

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

Nine loans have been liquidated from the pool since
securitization, resulting in an aggregate $34.6 million loss (46%
loss severity on average).  Currently, 12 loans, representing 11%
of the pool, are in special servicing.  The largest specially
serviced loan is the Prium Office Portfolio ($37.1 million -- 2.7%
of the pool), which is secured by a portfolio of 11 office
buildings, totaling 342,000 square feet, located throughout
Seattle and Olympia, Washington.  The loan was transferred to
special servicing in September 2010 after the borrower filed for
personal bankruptcy.  As of September 2010, the portfolio was 89%
leased, largely to local and state government agencies.  The
master servicer has recognized an aggregate $28.3 million
appraisal reduction for seven of the specially serviced loans.
Moody's has estimated an aggregate $42.1 million loss (29%
expected loss on average) for the specially serviced loans.

Moody's has also assumed a high default probability for 12 poorly
performing loans representing 7% of the pool.  Moody's has
estimated a $19.6 million loss (20% expected loss based on a 50%
probability default) from the troubled loans.

Moody's was provided with full year 2009 and partial year 2010
operating results for 86% and 44% of the pool, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 100% compared to 108% at Moody's prior review.
Moody's net cash flow reflects a weighted average haircut of 16%
to the most recently available net operating income.  Moody's
value reflects a weighted average capitalization rate of 9.1%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.40X and 1.0X, respectively, compared to
1.35X and 1.02X 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 risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 28, the same as at Moody's prior review.

The loan with a credit estimate is the Tharaldson Hotel Pool B
Loan ($28.9 million -- 2.1% of the pool), which is secured by ten
limited service hotels totaling 853 rooms.  The properties are
located in five states with concentrations in Texas (47%),
Illinois (17%) and Missouri (16%).  In addition to the secured
debt, there is also a $17.1 million mezzanine loan secured by the
borrower's pledge of equity.  The portfolio's net operating income
had improved significantly through year-end 2008 but declined in
2009.  For the 12-month period ending December 2009, the
portfolio's RevPAR and average occupancy were $54.57 and 58%,
respectively, compared to $59.40 and 56%, respectively, in 2008.
The decline in performance has been largely offset by
amortization.  The loan has amortized 17% since securitization.
Moody's current credit estimate and stressed DSCR are Baa3 and
1.90X, respectively, compared to A2 and 2.44X at last review.

The loan that previously had an investment-grade credit estimate
is the Tharaldson Hotel Pool A Loan ($18.8 million -- 1.4% of the
pool), which is secured by a portfolio of ten limited service
hotels, totaling 726 rooms and the leased fee interests in three
hotels.  The properties are located in eight states with
concentrations in Arizona (18%), Illinois (17%) and Oklahoma
(16%).  In addition to the secured debt, there also is a
$12.5 million mezzanine loan secured by the borrower's pledge of
equity.  The portfolio's NOI had improved through year-end 2008
but declined in 2009.  For the 12-month period ending December
2009, the RevPAR and average occupancy were $47.13 and 58%
compared to $60.37 and 67%, respectively, in 2008.  The loan has
amortized 17% since securitization.  Moody's LTV and stressed DSCR
are 73.2% and 1.77X, respectively, compared to 56.6% and 2.33X at
last review.

The top three performing conduit loans represent 22% of the pool.
The largest conduit loan is the 711 Third Avenue Loan
($120.0 million -- 8.7% of the pool), which is secured by a
551,000 square foot Class B office building located in New York
City.  The property was 88% leased as of June 2010 compared to 94%
at last review.  Despite the decline in occupancy, performance has
improved due to increased rental revenues.  The building's largest
tenants are Ketchum, Inc. (18% of the net rentable area; lease
expiration November 2015), Crain Communication (18% of the NRA;
lease expiration February 2014) and Parade Publications (15% of
the NRA; lease expiration August 2020).  Moody's LTV and stressed
DSCR are 112% and 0.87X, respectively, compared to 116% and 0.84X,
at last review.

The second largest conduit loan is the Queen Ka'ahumanu Center
Loan ($91.6 million -- 6.6% of the pool), which is secured by the
borrower's interest in a 556,000 square foot regional mall located
in Kahulia, Hawaii.  The collateral also includes a 16,500 square
foot office building adjacent to the mall.  The mall is anchored
by two Macy's stores and Sears.  As of June 2010, the in-line mall
space was 93% leased compared to 94% at last review.  From 2008 to
2009, NOI increased 15%.  The loan's original maturity date was in
June 2010 but the loan has been extended to June 2013.  Moody's
LTV and stressed DSCR are 96% and 0.95X, respectively, compared to
103% and 0.89X at last review.

The third largest conduit loan is the ACP Woodland Park I Loan
($88.2 million -- 6.4%), which is secured by three office
buildings located in Herndon, Virginia.  The complex totals
479,000 square feet and was 98% leased as of September 2010
compared to 100% at last review.  Performance remains stable.
Moody's LTV and stressed DSCR are 94% and 1.06X, respectively,
compared to 98% and 1.03X at last review.


MERRILL LYNCH FINANCIAL: DBRS Confirms Class G Rating at 'BB'
-------------------------------------------------------------
DBRS has confirmed these ratings of Merrill Lynch Financial Assets
Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-
Canada 10:

Class A-1 at AAA
Class A-2 at AAA
Class B at AAA
Class XC-1 at AAA
Class XC-2 at AAA
Class C at AAA
Class D1 at A (high)
Class D2 at A (high)
Class E1 at BBB (high)
Class E2 at BBB (high)
Class F at BBB (low)
Class G at BB (high)
Class H at BB
Class J at B
Class K at B (low)

All trends for the rated classes of the transaction are Stable.

DBRS does not rate the $5,985,200 first loss piece, Class L.

The pool collateral has been reduced by 23.8% with the current pool
balance at approximately $351 million.

The rating action reflects the increased credit enhancement and the
defeasance of six loans (22.6% of the pool).  Overall, financial
performance for the remaining collateral is strong with a weighted-
average debt service coverage ratio (WADSCR) of 1.65x and a weighted-
average loan-to-value (WALTV) of 64.3%.  In addition, DBRS reviewed
the nine loans (16.4% of the pool) on the servicer's watchlist and
has kept two of those loans on the DBRS HotList for further review.
All 53 remaining loans in the transaction are current.

Prospectus ID#8, Lawrence Terrace, is on the servicer's watchlist
because the August 2009 servicer site inspection report reported the
property to be in Fair condition.  The loan is secured by a high-rise
apartment complex in Toronto located south of Highway 410.  The
property was built in 1964 and is comprised of 410 units.  The YE2009
DSCR was reported at 0.83x, however, this is likely attributed to an
increase in the repairs and maintenance (R&M) expenditures, which is
a positive sign that the borrower is recognizing the properties Fair
condition.  Occupancy has remained stable at 95%; however, DBRS will
keep this loan on the HotList for further review as updates become
available.

Prospectus ID#38, Ramada Belleville, is on the servicer's watchlist
because the YE2009 DSCR was reported at 0.39x.  This loan had
previously been on the servicer's watchlist with the YE2008 DSCR
reported at 0.68x.  The loan is secured by a 124-unit full-service
Ramada Inn & Conference Centre located in Belleville, Ontario in the
Bay of Quinte district.  Despite the performance issues at the
property, the loan has a reasonable leverage point, on a per unit
basis, of $23,860.  Additionally, the loan has full recourse to the
sponsor, Royal Host REIT.

DBRS has applied a net cash flow (NCF) stress scenario of 20% across
all the loans in the pool and the resulting DBRS required credit
enhancement levels, when compared to the current credit enhancement
levels to the bonds, warrant the ratings confirmations.

While DBRS recognizes the issues surrounding the large HotListed
loans and the questions that remain outstanding with respect to those
loans, the current rating categories are appropriate given the
current credit quality across the entire pool.

DBRS continues to monitor this transaction on a monthly basis in the
Global CMBS Monthly Surveillance report, which can provide more
detailed information on the individual loans in the pool.


MERRILL LYNCH FINANCIAL: DBRS Upgrades Class H Rating to A From BB
------------------------------------------------------------------
DBRS has upgraded these eight classes of Merrill Lynch Financial
Assets Inc., Series 2002-Canada 8:

Class C from AA (high) to AAA
Class D from A (high) to AAA
Class E from A to AA (high)
Class F from BBB (high) to AA (low)
Class G from BBB to A (high)
Class H from BB (high) to A
Class J from B (high) to BBB
Class K from B to BB

In addition, DBRS has confirmed five classes as follows:

Class A-1 at AAA
Class A-2 at AAA
Class B at AAA
Class X-1 at AAA
Class X-2 at AAA

All trends for the rated classes of this transaction are Stable.

DBRS does not rate the $8.2 Million first loss piece, Class L.

The pool collateral has been reduced by 44.3% with the current pool
balance at approximately $260 million.

The rating action reflects a strong outlook for the pool, primarily
because of the successful maturity of 19 loans since issuance (31.5%
of the pool at issuance) and the defeasance of seven loans, including
the fourth largest loan, Prospectus ID#4, Cookstown Manufacturer's
Outlet Mall (6.36% of the pool).  Overall, financial performance for
the remaining collateral is strong, with a weighted-average debt
service coverage ratio (WADSCR) of 1.60x and a weighted-average loan-
to-value (WALTV) of 69.3%.  In addition, DBRS reviewed the seven
loans (14.3% of the pool) on the servicer's watchlist and has placed
one loan (Prospectus ID#9 1440 St. Catherine Street) on the DBRS
HotList for further review.  All 51 remaining loans in the
transaction are current.

The HotListed loan, 1440 St. Catherine Street, is secured by a
250,000 sf office property in Montr‚al.  The property was built in
1928 and is comprised of 12 floors.  The loan is on the servicer's
watchlist for tenant rollover, with 94,702 sf that was set to expire
in 2009.  The servicer has not obtained a leasing update from the
borrower; however, Altus InSite shows 53,000 sf (approximately 20% of
the NRA) available, as of October 2010.  This is reflective of a
vacancy rate that is higher than reported for the submarket, which
has a vacancy rate of 8.9%, as of Q2 2010 (Colliers).  The asking
rent price for the available space is $14.50 psf which is higher than
the submarket average asking rental rates of $13.83 psf.  In
addition, the borrower has not provided updated financials since
issuance.  Despite these issues, the loan remains current.

DBRS has applied a net cash flow (NCF) stress scenario of 20% across
all the loans in the pool and the resulting DBRS required credit
enhancement levels, when compared to the current credit enhancement
levels to the bonds, warrant the ratings upgrades.

DBRS continues to monitor this transaction on a monthly basis in the
Global CMBS Monthly Surveillance report, which can provide more
detailed information on the individual loans in the pool.


ML-CFC 2006-2: Moody's Reviews Ratings on 15 Certificates
---------------------------------------------------------
Moody's Investors Service placed 15 classes of ML-CFC 2006-2,
Commercial Mortgage Pass-Through Certificates, Series 2006-2 on
review for possible downgrade:

  -- Cl. AM, Aaa (sf) Placed Under Review for Possible Downgrade;
     previously on July 12, 2006 Definitive Rating Assigned Aaa
     (sf)

  -- Cl. AJ, Aa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Aa3 (sf)

  -- Cl. B, A2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to A2 (sf)

  -- Cl. C, A3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to A3 (sf)

  -- Cl. D, Baa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Baa2 (sf)

  -- Cl. E, Baa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Baa3 (sf)

  -- Cl. F, Ba2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Ba2 (sf)

  -- Cl. G, B2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to B2 (sf)

  -- Cl. H, B3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to B3 (sf)

  -- Cl. J, Caa1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa1 (sf)

  -- Cl. K, Caa1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa1 (sf)

  -- Cl. L, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa2 (sf)

  -- Cl. M, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa2 (sf)

  -- Cl. N, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa3 (sf)

  -- Cl. P, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa3 (sf)

The classes were placed on review for possible downgrade due to
higher expected losses for the pool resulting from realized and
anticipated losses from specially serviced and troubled loans.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated February 6, 2009.

                   Deal And Performance Summary

As of the October 12, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 4% to
$1.767 billion from $1.841 billion at securitization.  The
Certificates are collateralized by 189 mortgage loans ranging in
size from less than 1% to 10% of the pool, with the top ten loans
representing 33% of the pool.  No loans have defeased.

Fifty-one loans, representing 23% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council 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.

Two loans have been liquidated from the pool since securitization,
resulting in an aggregate $11.7 million loss (22% loss severity on
average).  Currently seventeen loans, representing 12% of the
pool, are in special servicing.  The master servicer has
recognized an aggregate $42.3 million appraisal reduction for 16
of the specially serviced loans.

Based on the most recent remittance statement, Classes H through Q
have experienced cumulative interest shortfalls totaling
$1.6 million.  Moody's anticipates that the pool will continue to
experience future interest shortfalls because of the high exposure
to specially serviced loans.  Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions and extraordinary
trust expenses.

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


MORGAN STANLEY: Fitch Takes Rating Actions on 2004-RR Notes
-----------------------------------------------------------
Fitch Ratings has made a correction of a release it originally
issued on Sept. 29, 2010.  Fitch amends the rating for class F-4
to 'Asf' with a Stable Outlook which was incorrectly stated as
having been affirmed at 'BBsf' with a Negative Outlook in the
original release.

Fitch Ratings has affirmed five, downgraded one, and upgraded one
class of notes issued by Morgan Stanley 2004-RR.  The downgrade to
the class F-6 notes reflects the quality of the remaining
collateral of which approximately 40.1% are unrated first loss
commercial mortgage-backed securities bonds.  The upgrade to the
class F-4 notes and the affirmations to the senior classes reflect
that defeased collateral from the underlying CMBS transactions
fully covers the balance of the classes.

Fitch withdraws the rating of the interest only class F-X.

Currently, 24.3% of the portfolio is experiencing interest
shortfalls, and an additional 28.2% is considered distressed with
a high probability of experiencing interest shortfalls in the near
term.  Fitch expects these interest shortfalls will potentially
flow through to the junior notes and ultimately cause principal
losses to those classes.

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

The LS ratings indicate each tranche's potential loss severity
given default, as evidenced by the ratio of tranche size to the
base-case loss expectation for the collateral.  The LS rating
should always be considered in conjunction with the probability of
default indicated by a class' long-term credit rating.

The certificates of MS 2004-RR, which closed June 17, 2004,
represent beneficial ownership interest in the trust, assets of
which are $73,467,027 of the class F certificates from Morgan
Stanley Capital I Inc., series 1997-RR, which is backed by CMBS B-
pieces.  The class F certificates are collateralized by all or a
portion of 12 classes of fixed-rate CMBS in nine separate
underlying transactions from the 1996 and 1997 vintages.  The pool
is concentrated with less than 20% of the original collateral
remaining since issuance.  Of the collateral 58.5% is currently
rated below 'B-' or not rated, and therefore, is more susceptible
to losses in the near term.  Two bonds (25.6%) are rated 'AAA'.

Fitch has affirmed and revised LS ratings on these classes as
indicated:

  -- $8,942,275 class F-2 at 'AAAsf'; Outlook Stable; LS rating to
     'LS5' from 'LS4';

  -- $7,241,000 class F-3 at 'AA+sf/LS5'; Outlook Stable;

  -- $13,613,000 class F-5 at 'CCCsf';

  -- $29,699,752 class F-7 at 'Csf'.

Fitch has downgraded this class as indicated:

  -- $5,735,000 class F-6 to 'CCsf' from 'CCCsf'.

Fitch has upgraded this class as indicated:

  -- $8,236,000 class F-4 to 'Asf/LS5' from 'BBsf/LS5'; Outlook
     Stable.

Class F-1 has paid in full.  The rating for Interest-only class F-
X has been withdrawn.


MORGAN STANLEY: Moody's Reviews Ratings on 17 2006-HQ8 Certs.
-------------------------------------------------------------
Moody's Investors Service placed 17 classes of Morgan Stanley
Capital I Trust, Commercial Mortgage Pass-Through Certificates,
Series 2006-HQ8 on review for possible downgrade:

  -- Cl. A-M, Aaa (sf) Placed Under Review for Possible Downgrade;
     previously on March 28, 2006 Definitive Rating Assigned Aaa
     (sf)

  -- Cl. A-J, Aa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Aa2 (sf)

  -- Cl. B, Aa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Aa3 (sf)

  -- Cl. C, A1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to A1 (sf)

  -- Cl. D, A2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to A2 (sf)

  -- Cl. E, A3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to A3 (sf)

  -- Cl. F, Baa1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Baa1 (sf)

  -- Cl. G, Baa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Baa2 (sf)

  -- Cl. H, Baa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Baa3 (sf)

  -- Cl. J, Ba1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Ba1 (sf)

  -- Cl. K, Ba3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Ba3 (sf)

  -- Cl. L, B3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to B3 (sf)

  -- Cl. M, Caa1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa1 (sf)

  -- Cl. N, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa2 (sf)

  -- Cl. O, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa2 (sf)

  -- Cl. P, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa3 (sf)

  -- Cl. Q, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 6, 2009 Downgraded to Caa3 (sf)

The classes were placed on review for possible downgrade due to
higher expected losses for the pool resulting from anticipated
losses from specially serviced and troubled loans.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated April 17, 2008.

                   Deal And Performance Summary

As of the October 15, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 7% to $2.53 billion
from $2.73 billion at securitization.  The Certificates are
collateralized by 266 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 27%
of the pool.  Four loans, representing 0.4% of the pool, have
defeased and are collateralized with U.S. Government securities.

Seventy-eight loans, representing 34% 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 monthly reporting package.  As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

No loans have been liquidated from the pool.  Sixteen loans,
representing 6% of the pool, are currently in special servicing.
The master servicer has recognized an aggregate $68.0 million
appraisal reduction for 14 of the specially serviced loans.

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


MORGAN STANLEY: S&P Raises Ratings on 2000-PRIN Securities
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C and D commercial mortgage-backed securities from Morgan Stanley
Dean Witter Capital I Trust 2000-PRIN and affirmed its ratings on
11 other classes from the same transaction.

The raised ratings reflect increased credit enhancement and the
fully amortizing portion (69.3%) of the pool.

The affirmed ratings reflect S&P's analysis of the transaction
structure and the remaining collateral in the pool.  S&P affirmed
its 'D (sf)' rating on class M, which S&P had lowered on Jan. 30,
2004, due to ongoing interest shortfalls at that time.  According
to the September 2010 remittance report, the class has since
sustained principal losses.  S&P affirmed its 'AAA (sf)' rating on
the class X interest-only certificate based on S&P's current
criteria.

S&P's analysis included a review of the credit characteristics of
all of the remaining assets in the transaction.  Using servicer-
provided financial information, Standard & Poor's calculated an
adjusted debt service coverage of 1.41x and a loan-to-value ratio
of 49.0%.  S&P further stressed the loans' cash flows under its
'AAA' scenario to yield a weighted average DSC of 1.25x and an LTV
of 60.5%.  The implied defaults and loss severity under the 'AAA'
scenario were 9.7% and 33.9%, respectively.

                       Transaction Summary

As of the Sept. 23, 2010, remittance report, the aggregate pooled
trust balance was $128.0 million, which represents 21.4% of the
aggregate pooled trust balance at issuance.  There are 44 loans in
the pool, down from 102 at issuance.  The master servicer for the
transaction, Wells Fargo Bank N.A., provided financial information
for 100% of the pool.  All of the servicer-provided financial
information was full-year 2009 (97.5%) data or full-year 2008 data
(2.5%).

S&P calculated a weighted average DSC of 1.50x for the loans in
the pool based on the reported figures.  S&P's adjusted DSC and
LTV were 1.41x and 49.0%, respectively.  As of the September 2010
remittance report, no assets were reported to be with the special
servicer, Principal Global Investors LLC (Principal), formerly
known as Principal Capital Management.  Ten loans ($23.3 million,
18.2%) are on the master servicer's watchlist.  Two loans
($3.0 million, 2.3%) have a reported DSC between 1.0x and 1.1x,
and four loans ($7.6 million, 6.0%) have reported DSCs of less
than 1.0x.  The trust has experienced $590,044 of principal losses
on two loans to date.

                      Credit Considerations

The 6100 Gateway Drive & 10700 Valley View Street loan
($5.3 million, 4.1%) is the seventh-largest loan in the pool and
the second-largest loan of the master servicer's watchlist.  The
loan is on the watchlist due to a decrease in occupancy at the
collateral property.  The property has been 100% vacant since
United Healthcare vacated the property after its leased expired
July 31, 2009.  According to the servicer, the borrower is
actively marketing the space and has several prospective tenants
and the loan is current.

Two loans ($13.7 million, 10.7%) have balloon maturities within
the next 20 months.  As of year-end 2009, the reported DSC is
1.40x for one loan (11.8 million, 9.2%) and 1.31x for the other
loan ($1.9 million, 1.5%).

At issuance,  Standard & Poor's noted that the loans in this
transaction were not originated for securitization and lack many
features typical of securitized loans such as cash management
provisions, upfront or ongoing reserves, and special purpose
entity borrowers.  Additionally, a large proportion (31.5%) of the
underlying properties was occupied at issuance by a sole/single
tenant.

                     Summary of Top 10 Loans

The top 10 loans have an aggregate outstanding pooled balance of
$71.4 million (55.8%).  Using servicer-reported numbers, S&P
calculated a weighted average DSC of 1.47x for the top 10 loans.
S&P's adjusted DSC and LTV for the top 10 loans were 1.31x and
61.3%, respectively.  Two of the top 10 loans are on the master
servicer's watchlist: he 6100 Gateway Drive & 10700 Valley View
Street loan, which is discussed above, and the Stop & Shop loan.

The Stop & Shop loan ($6.4 million, 5.0%) is the fourth-largest
loan in the pool and the largest loan on the master servicer's
watchlist.  The loan is secured by a 190,021-sq.-ft. grocery-
anchored retail property in Norwood, Mass.  The loan is on the
watchlist due to a decrease in occupancy that occurred when
Hollywood Video vacated its space when its lease expired in 2008.
The borrower has filled a portion of this space and occupancy and
DSC had increased to 98.3% and 1.18x, respectively, as of year-end
2009.

Details regarding the top three loans in the pool:

The Liberty Square Shopping Center loan ($15.1 million, 11.8%)
is the largest loan in the pool.  The loan is secured by a
346,463-sq.-ft. retail property in Burlington, N.J.  The tenants
include WalMart, Acme Markets, Marshalls, and Toys "R" Us.  As of
Dec. 31, 2009, the reported DSC was 1.41x, and as of the April 30,
2010, rent roll, the overall property occupancy was 90.3$.
WalMart, which occupies 35% of the net rentable area, has a lease
that expires Oct. 24, 2013.  The Sun Center Phase I loan
($11.8 million, 9.2%) is the second-largest loan in the pool.
The loan is secured by a 216,470-sq.-ft. grocery anchored retail
property located in Columbus, Ohio.  The tenants include Whole
Foods, Babies "R" Us, and Michaels.  As of Dec. 31, 2009, the
reported DSC was 1.40x and occupancy was 97.3%.  Whole Foods,
which occupies 35% of the NRA, has a lease that expires April 12,
2016.  The loan matures April 15, 2011.

The North Point Village Center loan ($7.9 million, 6.2%) is the
third-largest loan in the pool.  The loan is secured by a 131,505-
sq.-ft. grocery-anchored retail property in Reston, Va.  The
tenants include Giant of Maryland and more than 30 additional in-
line tenants.  As of Dec. 31, 2009, the reported DSC was 2.01x and
occupancy was 100%.  Giant of Maryland, which occupies 45% of the
NRA, has a lease that expires Nov. 30, 2013.

Standard & Poor's stressed the collateral in the pool according to
S&P's criteria.  The resultant credit enhancement levels are
consistent with the raised and affirmed ratings.

                         Ratings Raised

        Morgan Stanley Dean Witter Capital Trust 2000-PRIN
     Commercial mortgage pass-through certs series 2000-PRIN

                   Rating
                   ------
        Class   To         From      Credit enhancement (%)
        -----   --         ----      ----------------------
        C       AA+ (sf)   AA- (sf)                   31.08
        D       A (sf)     A- (sf)                    22.90

                        Ratings Affirmed

       Morgan Stanley Dean Witter Capital Trust 2000-PRIN
     Commercial mortgage pass-through certs series 2000-PRIN

          Class     Rating        Credit enhancement (%)
          -----     ------        ----------------------
          A-4       AAA (sf)                       60.29
          B         AAA (sf)                       46.27
          E         BBB+ (sf)                      19.40
          F         BB+ (sf)                        8.89
          G         BB (sf)                         6.55
          H         BB- (sf)                        4.21
          J         B+ (sf)                         3.04
          K         B- (sf)                         1.88
          L         CCC+ (sf)                       0.71
          M         D (sf)                          0.00
          X         AAA (sf)                        N/A

                       N/A - Not applicable.


MORTGAGEIT SECURITIES: Moody's Cuts Ratings on 10 Tranches
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 10
tranches, confirmed the rating of 2 tranche from 3 RMBS
transactions issued by MortgageIT Securities.  The collateral
backing these deals primarily consists of first-lien, fixed and
adjustable-rate Alt-A residential mortgages.

                        Ratings Rationale

The actions are a result of the continued performance
deterioration in Alt-A pools in conjunction with home price and
unemployment 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.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

Complete rating actions are:

Issuer: MortgageIT Mortgage Loan Trust, Mortgage Loan Pass-Through
Certificates, Series 2006-1

  -- Cl. 1-A1, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2, Confirmed at Caa3 (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-X, Confirmed at Caa3 (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: MortgageIT Securities Corp. Mortgage Loan Trust, Series
2007-1

  -- Cl. 1-A-1, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1-1, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1-2, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1-3, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1-4, Downgraded to C (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1-5, Downgraded to C (sf); previously on Jan. 14,
     2010 Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1-6, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1-7, Downgraded to C (sf); previously on Jan. 14,
     2010 Ca (sf) Placed Under Review for Possible Downgrade

Issuer: MortgageIT Securities Corp. Mortgage Loan Trust, Series
2007-2

  -- Cl. A-1, Downgraded to B3 (sf); previously on Jan. 14, 2010
     B1 (sf) Placed Under Review for Possible Downgrade


NATIONAL COLLEGIATE: S&P Downgrades Rating on Class D to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
D notes from National Collegiate Student Loan Trust 2007-2 to 'D
(sf)' from 'B- (sf)'.

S&P lowered its rating to 'D (sf)' because the affected class did
not receive an interest payment on the Oct. 25, 2010 distribution
date.  The transaction breached the class D note interest trigger,
which prompted the interest shortfall.  The class D note interest
trigger is tested monthly, and the transaction can cure the breach
if it passes the appropriate performance tests on subsequent
distribution dates.

However, S&P believes that this transaction will continue to
breach its class D note interest trigger for the foreseeable
future due to the continued adverse performance trends of the
underlying pool of private student loans, including the
accelerated pace at which the transaction has been realizing
defaults.  Although this transaction has a reserve account in
place for the benefit of the rated notes, the transaction
documents do not contemplate utilizing the reserve account when
the class D interest reprioritization is in effect.  The breach of
the class D note interest trigger, as well as the resulting
reprioritization of interest to pay down senior bonds, resulted in
an interest shortfall to the class D notes on the Oct. 25, 2010,
distribution date.  The reserve account may be drawn to cover fees
to the servicer, trustee, paying agent, and administrator, as well
as backup administrator fees and expenses, certain additional TERI
guarantee fees, and class A, B, C, and D note interest when no
triggers are in effect.  However, when a class D note interest
trigger is in effect, the reserve account cannot be drawn upon to
cover interest payments to the class D notes.

The series 2007-2 transaction breached its class D note interest
trigger due to the simultaneous failure of two parity tests.  The
transaction failed the first parity test because the ratio of the
collateral balance at the end of the collection period plus the
amounts on deposit in the reserve account following payments on
that distribution date over the outstanding note balance on that
distribution date was 88.99%, less than the 89% trigger threshold.
The second parity test failed because the aggregate outstanding
balance of the class A, B, and C notes exceeded the sum of the
collateral balance plus the amounts on deposit in the reserve
account.  The aforementioned parity test result was 96.05% as of
the Oct. 25, 2010 distribution date, 337 basis points below the
99.42% reported as of the Jan. 26, 2010 distribution date.  The
decline reflects the effect that the accelerated pace of defaults
has had on this transaction.

                         Rating Lowered

          National Collegiate Student Loan Trust 2007-2

                                 Rating
                                 ------
                Class       To            From
                -----       --            ----
                D           D (sf)        B- (sf)


PACIFICA CDO: 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 Pacifica CDO II, Ltd.:

  -- US$210,000,000 Class A-1 Floating Rate Notes Due 2015
     (current balance of $98,953,682), Upgraded to Aaa (sf);
     previously on June 17, 2009 Downgraded to Aa1 (sf);

  -- US$25,000,000 Class A-2 Floating Rate Notes Due 2015,
     Upgraded to Aa2 (sf); previously on June 17, 2009 Downgraded
     to A2 (sf);

  -- US$21,563,000 Class B-1 Floating Rate Notes Due 2015,
     Upgraded to Ba1 (sf); previously on June 17, 2009 Downgraded
     to Ba2 (sf);

  -- US$937,000 Class B-2 Fixed Rate Notes Due 2015, Upgraded
     to Ba1 (sf); previously on June 17, 2009 Downgraded to Ba2
     (sf).

In addition, Moody's withdrew the rating of these notes:

  -- US$1,500,000 Class J Blended Securities Due 2015,
     Withdrawn (sf); previously on June 17, 2009 Downgraded to
     Baa1 (sf).

The Class J Blended Securities were previously exchanged for their
underlying components at the noteholder's request.  As a result,
the rating of the notes has been withdrawn.

                        Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from the delevering of the Class A-1 Notes, which have
been paid down by approximately 43% or $74 million since the last
rating action in November 2009.  Moody's expects delevering of the
Class A-1 Notes to continue as a result of the end of the deal's
reinvestment period.  As a result of the delevering, the
overcollateralization ratios have increased since the last rating
action in November 2009.  As of the latest trustee report dated
October 1, 2010, the Class A, Class B, Class C, and Class D
overcollateralization ratios are reported at 123.5%, 106.4%,
98.7%, and 93.8%, respectively, versus October 2009 levels of
111.1%, 100.3%, 95.4%, and 92.3%, respectively.  The Class A and
Class B overcollateralization ratios are currently in compliance.

Moody's notes that the deal has benefited from improvement in the
credit quality of the underlying portfolio since the last rating
action.  Moody's adjusted WARF has declined since the last rating
action due to a decrease in the percentage of securities with
ratings on "Review for Possible Downgrade" or with a "Negative
Outlook."  Furthermore, based on the October 2010 trustee report,
securities rated Caa1 and below make up approximately 19.3% of the
underlying portfolio versus 27.2% in October 2009.  The deal also
experienced a decrease in defaults.  In particular, the dollar
amount of defaulted securities has decreased to about $12 million
from approximately $20 million in October 2009.

Moody's noted that the underlying portfolio includes a number of
investments in securities that mature after the maturity date of
the notes.  Based on the October 2010 trustee report, securities
that mature after the maturity date of the notes currently make up
approximately 7.5% of the underlying portfolio versus 0.6% in
October 2009.  These investments potentially expose the notes to
market risk in the event of liquidation at the time of the notes'
maturity.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers.  In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds of $161 million, defaulted par of $15 million, weighted
average default probability of 22.03% (implying a WARF of 3488), a
weighted average recovery rate upon default of 41.88%, and a
diversity score of 37.  These default and recovery properties of
the collateral pool are incorporated in cash flow model analysis
where they are subject to stresses as a function of the target
rating of each CLO liability being reviewed.  The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool.  The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool.  In each case, historical and market
performance trends, and collateral manager latitude for trading
the collateral are also factors.

Pacifica CDO II, Ltd., issued in July 2003, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

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

In addition to the base case analysis described above, Moody's
also performed a number of sensitivity analyses to test the impact
on all rated notes, including these:

1.  Various default probabilities to capture potential defaults in
    the underlying portfolio.

2.  A range of recovery rate assumptions for all assets to capture
    variability in recovery rates.

This is a summary of the impact of different default probabilities
(expressed in terms of WARF levels) on all rated notes (shown in
terms of the number of notches' difference versus the current
model output, where a positive difference corresponds to lower
expected losses), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2790)

  -- Class A-1: 0
  -- Class A-2: +2
  -- Class B-1: +2
  -- Class B-2: +2
  -- Class C-1: +4
  -- Class C-2: +4
  -- Class D: 0

Moody's Adjusted WARF + 20% (4186)

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

This is a summary of the impact of different recovery rate levels
on all rated notes (shown in terms of the number of notches'
difference versus the current model output, where a positive
difference corresponds to lower expected losses), assuming that
all other factors are held equal:

Moody's Adjusted WARR + 2% (43.88)

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

Moody's Adjusted WARR - 2% (39.88)

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

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

Sources of additional performance uncertainties are described
below:

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

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

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


PPLUS TRUST: Moody's Upgrades Ratings on Trust Certs. to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
rating of these certificates issued by PPLUS Trust Series FMC-1:

  -- 1,600,000 PPLUS 8.25% Trust Certificates; Upgraded to Ba3;
     Previously on June 1, 2010 Upgraded to B2

                        Ratings Rationale

The transaction is a structured note whose rating is based on the
rating of the Underlying Securities and the legal structure of the
transaction.  The rating action is a result of the change of the
rating of 7.45% Notes due 2031 issued by Ford Motor Company which
were upgraded to Ba3 by Moody's on October 8, 2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.


PREFERRED TERM: Moody's Downgrades Ratings on Five Classes
----------------------------------------------------------
Moody's Investors Service announced that it has downgraded notes
issued by Preferred Term Securities XXVIII, Ltd.

  -- US$191,000,000 Floating Rate Class A-1 Senior Notes due
     March 22, 2038 (current balance of $183,574,684.81),
     Downgraded to Baa3 (sf); previously on March 27, 2009
     Downgraded to A3 (sf);

  -- US$45,700,000 Floating Rate Class A-2 Senior Notes due
     March 22, 2038 (current balance of $44,433,245.50),
     Downgraded to Ba2 (sf); previously on March 27, 2009
     Downgraded to Ba1 (sf);

  -- US$44,400,000 Floating Rate Class B Mezzanine Notes due
     March 22, 2038 (current balance of $43,389,545.81),
     Downgraded to Ca (sf); previously on March 27, 2009
     Downgraded to Caa1 (sf);

  -- US$36,000,000 Floating Rate Class C-1 Mezzanine Notes due
     March 22, 2038 (current balance of $36,045,575.18),
     Downgraded to C (sf); previously on March 27, 2009 Downgraded
     to Ca (sf);

  -- US$8,000,000 Fixed/Floating Rate Class C-2 Mezzanine Notes
     due March 22, 2038 (current balance of $8,435,838.98),
     Downgraded to C (sf); previously on March 27, 2009 Downgraded
     to Ca (sf).

                        Ratings Rationale

Preferred Term Securities XXVIII, Ltd., issued on November 8,
2007, is a collateral debt obligation backed by a portfolio of
bank and insurance trust preferred securities.  On March 27, 2009,
Moody's downgraded 5 classes of notes, which were the result of
the application of revised and updated key modeling assumptions,
as well as the deterioration in the credit quality of the
transaction's underlying portfolio.

Moody's indicated that the rating actions on the notes are
primarily the result of an increase of the assumed defaulted
amount and Weighted Average Rating Factor of the pool.  The
defaults increased by $39.5M since the last rating action on March
27, 2009.  Cumulative assumed defaults now total $81.5 million
(22.5% of the portfolio).  All the assumed defaulted assets are
carried at zero recovery in Moody's analysis.  The remaining
assets in the portfolio have also suffered credit deterioration,
as indicated by the WARF that increased to 1805 from 1614.  This
current WARF also accounts for a credit estimate stress, described
in Moody's Rating Methodology "Updated Approach to the Usage of
Credit Estimates in rated Transactions", October 2009.  Currently,
62.3% of the portfolio is estimated to be Ba1 or below, as
determined both by using FDIC Q1-2010 financial data in
conjunction with Moody's RiskCalc model to assess non-publicly
rated bank trust preferred securities and using financial data for
insurance companies from Moody's Insurance Team.

The par loss due to the increase in the assumed defaulted amount
has resulted in loss of overcollateralization for the tranches
affected and an increase of their expected losses since the last
rating action.  In addition, the overcollateralization tests
continue to breach their triggers which has resulted in a
diversion of excess spreads to pay down senior notes.  As of the
latest trustee report dated September 22, 2010, the Senior
Coverage Test is 122.93%, the Class B Mezzanine Coverage Test is
103.27%, the Class C Mezzanine Coverage Test is 88.73%, and the
Class D Mezzanine Coverage Test is 81.50%,versus trustee reported
levels from the report dated December 22, 2008 of 147.13%,
123.89%, 107.13%, and 98.91%, respectively, which were used during
the last rating action on March 27, 2009.

The credit deterioration exhibited by these portfolios is a
reflection of the continued pressure in the banking sector as the
number of bank failures and interest deferrals of trust preferred
securities issued by banks has continued to increase.  According
to FDIC data, a total of 300 banks have failed, to date, since the
onset of the current economic crisis in 2007, 251 of which have
failed since the date of the last rating action.  In Moody's
opinion, the banking sector outlook continues to remain negative.
With the exception of commercial P&C insurance which remains
negative, the insurance sector is stabilizing.

In Moody's analysis Moody's assume no prepayments.  The WAL of the
portfolio is approximately 27.5 years.

The portfolios of these CDOs are mainly composed of trust
preferred securities issued by small to medium sized U.S.
community bank and insurance companies that are generally not
publicly rated by Moody's.  To evaluate their credit quality,
Moody's derives credit scores for these non-publicly rated assets
and evaluates the sensitivity of the rated transactions to their
volatility, as described in Moody's Rating Methodology "Updated
Approach to the Usage of Credit Estimates in rated Transactions",
October 2009.  The effect of the stress testing of these credit
scores varies between one and three notches, depending on the
total amount and relative size of these securities in the
collateral pool.

Moody's evaluation of this transaction relies on financial data
received for a majority of obligors in the pool as of Q1-2010.
This financial data is used by Moody's to assess the credit
quality of obligors in the pool, relying on RiskCalc, an
econometric model developed by Moody's KMV.  The results obtained
from the RiskCalc model have been translated to Moody's rating
scale and adjusted by one notch where necessary in order to
compensate for the absence of credit indicators such as rating
reviews, outlooks and adjustments factoring in cyclical
developments in the economy.

Moody's performed a number of sensitivity analyses of the results
to some of the key factors driving the ratings.

The sensitivity of the model results to increases and decreases to
the WARF (representing a slight improvement and a slight
deterioration of the credit quality of the collateral pool) was
examined.  If WARF is increased by 164 points from the base case
of 1805, the model results in an expected loss that is one notch
worse than the result of the base case for Class A-1.  If the WARF
is decreased by 175 points, expected losses are one notch better
than the base case results.  Additionally, the effects of higher
and lower weighted average spread and weighted average coupon of
the collateral pool resulted in these: Increasing the WAS and WAC
by 25 basis points yielded an expected loss that was not enough to
move the rating by one notch up from the base case for Class A-1.
Similarly, decreasing the WAS and WAC by the 25 basis points from
the base case resulted in an expected loss that was not enough to
move the rating by one notch down from the base case for Class A-
1.  However, if the WAS and WAC are decreased by 50 basis points,
the expected losses yield a rating that is one notch lower than
the result from the base case for the Class A-1.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of rating committee
considerations.  Moody's considers as well the structural
protections in each transaction, risk Event of Default, 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.

Due to the impact of revised and updated key assumptions
referenced in these rating methodologies, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's Asset Correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers.  In
particular, rating assumptions for all publicly rated corporate
credits in the underlying portfolio have been adjusted for "Review
for Possible Downgrade", "Review for Possible Upgrade", or
"Negative Outlook".

The transaction's portfolio was modeled, according to Moody's
rating approach, using CDOROMTM v.2.6 to develop the loss
distribution from which the Moody's Asset Correlation parameter
was obtained.  This parameter was then used as an input in a cash
flow model using CDOEdge.  CDOROMTM v.2.6 is available on
moodys.com under Products and Solutions -- Analytical models, upon
return of a signed free license agreement.


PREFERRED TERM: Moody's Downgrades Ratings on Four Classes
----------------------------------------------------------
Moody's Investors Service announced that it has downgraded notes
issued by Preferred Term Securities XIX, Ltd.

  -- US$385,300,000 Floating Rate Class A-1 Senior Notes Due
     2035 (current balance of $365,909,119.06), Downgraded to Baa2
     (sf); previously on March 27, 2009 Downgraded to A3 (sf);

  -- US$98,100,000 Floating Rate Class A-2 Senior Notes Due
     2035 (current balance of $95,890,802.47), Downgraded to Ba3
     (sf); previously on March 27, 2009 Downgraded to Ba1 (sf);

  -- US$87,600,000 Floating Rate Class B Mezzanine Notes Due
     2035, (current balance of $86,715,411.03), Downgraded to Ca
     (sf); previously on March 27, 2009 Downgraded to B3 (sf);

  -- US$82,800,000 Floating Rate Class C Mezzanine Notes Due
     2035, (current balance of $84,613,921.57), Downgraded to C
     (sf); previously on March 27, 2009 Downgraded to Ca (sf).

                        Ratings Rationale

Preferred Term Securities XIX, Ltd., issued in September 15, 2005,
is a collateral debt obligation backed by a managed portfolio of
bank and Insurance trust preferred securities (the 'TRUP CDO').
On March 27, 2009, Moody's downgraded 4 classes of notes as a
result of the application of revised and updated key modeling
assumptions, as well as the deterioration in the credit quality of
the transaction's underlying portfolio.

Moody's indicated that the rating actions on the notes are
primarily the result of increase of the assumed defaulted amount
and Weighted Average Rating Factor of the pool.  The defaults
increased by $135.4M since the last rating action on March 27,
2009.  Cumulative assumed defaults now total $197.4 million (28%
of the portfolio).  All the assumed defaulted assets are carried
at zero recovery in Moody's analysis.  The remaining assets in the
portfolio have also suffered credit deterioration, as indicated by
the WARF that increased to 1768 from 1630.  Currently, 59.86% of
the portfolio corresponds to bank trust preferred assets with a
rating estimated to be Baa2 or below, as determined using FDIC Q1-
2010 financial data in conjunction with Moody's RiskCalc model to
assess non-publicly rated bank trust preferred securities.
Meanwhile, 30.80% of the portfolio corresponds to insurance trust
preferrede assets with a rating estimated to be Baa3 or below by
Moody's Insurance team using insurance companies financial data.

The par loss due to the increase in the assumed defaulted amount
has resulted in loss of overcollateralization for the tranches
affected and an increase of their expected losses since the last
rating action.  In addition, the overcollateralization tests
continue to breach their triggers which has resulted in a
diversion of excess spreads to pay down senior notes.  As of the
latest trustee report dated September 24, 2010, the Senior
Coverage Ratio, Class B Mezzanine Coverage Ratio, Class C
Mezzanine Coverage Ratio, and Class D Mezzanine Coverage Ratio are
reported at 114.97%, 96.80%, 83.86%, and 79.87%, respectively,
versus trustee reported levels from the report dated December 22,
2008 of 137.89%, 116.73%, 101.95%, and 97.49% respectively, which
were used during the last rating action on March 27, 2009.

The credit deterioration exhibited by these portfolios is a
reflection of the continued pressure in the banking sector as the
number of bank failures and interest deferrals of trust preferred
securities issued by banks has continued to increase.  According
to FDIC data, a total of 300 banks have failed, to date, since the
onset of the current economic crisis in 2007, of which 251 have
defaulted since the last rating action on the notes.  In Moody's
opinion, the banking sector outlook continues to remain negative.
With the exception of commercial P&C insurance which remains
negative, the insurance sector is stabilizing.

In Moody's analysis Moody's assume no prepayments.  The WAL of the
portfolio is approximately 25 years.

The portfolios of these CDOs are mainly composed of trust
preferred securities issued by small to medium sized U.S.
community bank and insurance companies that are generally not
publicly rated by Moody's.  To evaluate their credit quality,
Moody's derives credit scores for these non-publicly rated assets
and evaluates the sensitivity of the rated transactions to their
volatility, as described in Moody's Rating Methodology "Updated
Approach to the Usage of Credit Estimates in rated Transactions",
October 2009.  The effect of the stress testing of these credit
scores varies between one and three notches, depending on the
total amount and relative size of these securities in the
collateral pool.

Moody's evaluation of this transaction relies on financial data
received for a majority of obligors in the pool as of Q1-2010.
This financial data is used by Moody's to assess the credit
quality of obligors in the pool, relying on RiskCalc, an
econometric model developed by Moody's KMV.  The results obtained
from the RiskCalc model have been translated to Moody's rating
scale and adjusted by one notch where necessary in order to
compensate for the absence of credit indicators such as rating
reviews, outlooks and adjustments factoring in cyclical
developments in the economy.

Moody's performed a number of sensitivity analyses of the results
to some of the key factors driving the ratings.

The sensitivity of the model results to increases and decreases to
the WARF (representing a slight improvement and a slight
deterioration of the credit quality of the collateral pool) was
examined.  If WARF is increased by 232 points from the base case
of 1768, the model results in an expected loss that is one notch
worse than the result of the base case for Class A-1.  If the WARF
is decreased by 33 points, expected losses are one notch better
than the base case results.  Additionally, the effects of higher
and lower recovery rates of the collateral pool resulted in these:
Increasing the weighted average recovery rate by 70 basis points
yielded an expected loss that was not enough to move the rating by
one notch up from the base case for Class A-1.  Similarly,
decreasing the weighted average recovery rate by the 12 basis
points from the base case resulted in an expected loss that was
not enough to move the rating by one notch down from the base case
for Class A-1.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of rating committee
considerations.  Moody's considers as well the structural
protections in each transaction, risk Event of Default, 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.

Due to the impact of revised and updated key assumptions
referenced in these rating methodologies, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's Asset Correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers.  In
particular, rating assumptions for all publicly rated corporate
credits in the underlying portfolio have been adjusted for "Review
for Possible Downgrade", "Review for Possible Upgrade", or
"Negative Outlook".

The transaction's portfolio was modeled, according to Moody's
rating approach, using CDOROMTM v.2.7 to develop the loss
distribution from which the Moody's Asset Correlation parameter
was obtained.  This parameter was then used as an input in a cash
flow model using CDOEdge.  CDOROMTM v.2.7 is available on
moodys.com under Products and Solutions -- Analytical models, upon
return of a signed free license agreement.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.


PREFERRED TERM: Moody's Downgrades Ratings on Two Notes
-------------------------------------------------------
Moody's Investors Service announced that it has downgraded notes
issued by Preferred Term Securities I, Ltd.  The notes affected by
the rating action are:

  -- US$201,050,000 Fixed Rate Senior Notes (current balance
     $125,929,163.72), Downgraded to A2 (sf); previously on
     March 27, 2009 Downgraded to A1 (sf)

  -- US$90,000,000 Fixed Rate Mezzanine Notes (current balance
     $91,226,112.11), Downgraded to Ca (sf); previously on
     March 27, 2009 Downgraded to Caa1 (sf).

                        Ratings Rationale

Preferred Term Securities I, Ltd., is a collateral debt obligation
backed only by a portfolio of bank trust preferred securities (the
'TRUP CDO') and it was issued in July 22, 2000.  According to
Moody's, the rating downgrade action on the notes is the result of
a significant increase in the defaults and deferrals on the trust
preferred securities held in the portfolio.  Such negative
performance has been observed through an increase of $58 million
of additional assumed defaults.  Due to the removal of these
additional assumed defaulted assets from the portfolio, the
Weighted Average Rating Factor has improved slightly.

On March 27, 2009, Moody's downgraded two classes of notes as a
result of the application of revised and updated key modeling
assumptions, as well as the deterioration in the credit quality of
the transaction's underlying portfolio.  Since then the Weighted
Average Rating Factor has slightly improved by 369 from 1625
(March 27, 2009) to 1256 (October 20, 2010).

Moody's notes that the current cumulative assumed defaulted amount
in this transaction reached $94 million or 36% of the portfolio,
$58 million of which have occurred since the last rating action.
All the assumed defaulted assets are carried at zero recovery in
Moody's analysis.  The par loss due to the increase in the assumed
defaulted amount has resulted in loss of overcollateralization for
the rated tranches.  In addition, the principal coverage tests
continue to breach their triggers, resulting in a diversion of
excess spreads to pay down senior notes.  As of the latest trustee
note valuation report dated September 9, 2010, Senior and
Mezzanine Principal Coverage tests were reported at 125.72% and
79.14%, respectively, versus previous levels of 152.20% and
97.37%, respectively as reported by the trustee on March 2009
report.

The credit deterioration in this portfolio is a reflection of the
continued distress in some part of the banking sector as the
number of bank failures and interest deferrals of trust preferred
securities issued by regional and community banks continued to
increase.  According to FDIC data, additional 251 banks have
failed since last rating action; 132 U.S. banks have failed so far
this year, while 140 banks failed in 2009, as compared to 25 in
all of 2008.  In Moody's opinion, the banking sector outlook
continues to remain negative.

Given the current market conditions, Moody's have assumed in
Moody's cash-flow modeling analysis that there are no
amortizations and the WAL of the portfolio is around 20 years.
Moody's cash-flow modeling analysis is described in Moody's Rating
Methodology publication titled "Moody's Approach To Rating U.S.
Bank Trust Preferred Security CDOs", June 2010, under Appendix A
(page 8).

This portfolio is mainly composed of trust preferred securities
issued by small to medium sized U.S. community banks that are
generally not publicly rated by Moody's.  To evaluate their credit
quality, Moody's derives credit scores for these non-publicly
rated assets and evaluates the sensitivity of the rated
transactions to their volatility, as described in Moody's Rating
Methodology "Updated Approach to the Usage of Credit Estimates in
rated Transactions", October 2009.  The effect of the stress
testing of these credit scores may vary between 1 and 2 notches,
depending on the total amount and relative size of these
securities in the collateral pool.

Moody's evaluation of this transaction relies on financial data
received for a majority of bank obligors in the pool as of
Q1_2010.  This financial data is used by Moody's to assess the
credit quality of obligors in the pool, using RiskCalc, an
econometric model developed by Moody's KMV.  The results obtained
from the RiskCalc model have been translated to Moody's rating
scale and adjusted down where necessary in order to compensate for
the absence of credit indicators such as rating reviews, outlooks
and adjustments factoring in cyclical developments in the economy.

Moody's performed a number of sensitivity analyses on some of the
key factors driving the ratings.  The sensitivity analysis
includes further increase and decrease to the WARF (representing a
slight improvement and a slight deterioration of the credit
quality of the collateral pool) and the results indicate a one-
notch downward movement on Senior Notes when WARF was increased by
290 and a one-notch upward movement when the WARF was decreased by
86.

In addition, to the quantitative factors that are explicitly
modeled, qualitative factors are parts of rating committee
considerations.  These qualitative factors include, among other
elements, an assessment of the collateral manager track record and
practices.  In particular, Moody's looked at the quality of
information provided by the manager, its interpretation of the
documentation and level of diligence in the implementation of the
transaction criteria.  Moody's considers as well 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.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

Due to the impact of revised and updated key assumptions
referenced in these rating methodologies, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's asset correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers.  In
particular, rating assumptions for all publicly rated corporate
credits in the underlying portfolio have been adjusted for "Review
for Possible Downgrade", "Review for Possible Upgrade", or
"Negative Outlook".

The transaction's portfolio was modeled using CDOROM v.2.7,
according to Moody's rating approach, to develop the loss
distribution from which the Moody's Asset Correlation parameter
was obtained.  This parameter was then used as an input in a cash
flow model using CDOEdge.  CDOROM v.2.7 is available on moodys.com
under Products and Solutions -- Analytical models, upon return of
a signed free license agreement.


PREFERRED TERM: Moody's Downgrades Ratings on 5 Classes of Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has downgraded these
notes issued by Preferred Term Securities XXVII, Ltd.:

  -- US$171,000,000 Floating Rate Class A-1 Senior Notes due
     December 22, 2037 (current balance of $164,968,725.01),
     Downgraded to Baa3 (sf); previously on March 27, 2009
     Downgraded to A3 (sf);

  -- US$40,000,000 Floating Rate Class A-2 Senior Note due
     December 22, 2037 (current balance of $39,548,356.56),
     Downgraded to Ba2 (sf); previously on March 27, 2009
     Downgraded to Ba1 (sf);

  -- US$40,500,000 Floating Rate Class B Mezzanine Notes due
     December 22, 2037 (current balance of $40,551,573.27),
     Downgraded to Ca (sf); previously on December 22, 2009
     Downgraded to Caa3 (sf);

  -- US$24,000,000 Floating Rate Class C-1 Notes due
     December 22, 2037 (current balance of 24,375,919.54),
     Downgraded to C (sf); previously on March 27, 2009 Downgraded
     to Ca (sf);

  -- US$18,000,000 Fixed/Floating Rate Class C-2 Mezzanine
     Notes due December 22, 2037 (current balance of
     $19,474,088.96), Downgraded to C (sf); previously on
     March 27, 2009 Downgraded to Ca (sf).

                        Ratings Rationale

Preferred Term Securities XXVII, Ltd., issued on September 20,
2007, is a collateral debt obligation backed by a portfolio of
bank and insurance trust preferred securities (the 'TRUP CDO').
On March 27, 2009, Moody's downgraded 4 classes of notes and on
December 22, 2009, Moody's downgraded one additional class of
notes.  These downgrades were a result of the application of
revised and updated key modeling assumptions, as well as the
deterioration in the credit quality of the transaction's
underlying portfolio.

Moody's indicated that the rating actions on the notes are
primarily the result of an increase of the assumed defaulted
amount and Weighted Average Rating Factor of the pool.  The
defaults increased by $26.5M since the last rating action on
December 22, 2009.  Cumulative assumed defaults now total
$95.7 million (29% of the portfolio).  All the assumed defaulted
assets are carried at zero recovery in Moody's analysis.  The
remaining assets in the portfolio have also suffered credit
deterioration, as indicated by the WARF that increased to 1493
from 1119.  This current WARF also accounts for a credit estimate
stress, described in Moody's Rating Methodology "Updated Approach
to the Usage of Credit Estimates in rated Transactions", October
2009.  Currently, 40.5% of the portfolio is estimated to be Ba1 or
below, as determined both by using FDIC Q1-2010 financial data in
conjunction with Moody's RiskCalc model to assess non-publicly
rated bank trust preferred securities and using financial data for
insurance companies from Moody's Insurance Team.

The par loss due to the increase in the assumed defaulted amount
has resulted in loss of overcollateralization for the tranches
affected and an increase of their expected losses since the last
rating action.  In addition, the overcollateralization tests
continue to breach their triggers which has resulted in a
diversion of excess spreads to pay down senior notes.  As of the
latest trustee report dated September 22, 2010, the Senior
Coverage Test is 113.07%, the Class B Mezzanine Coverage Test is
94.36%, the Class C Mezzanine Coverage Test is 80.04%, and the
Class D Mezzanine Coverage Test is 73.47%,versus trustee reported
levels from the report dated September 22, 2009 of 125.45%,
105.25%, 90.01%, and 82.84%, respectively, which were used during
the last rating action on December 22, 2009.

The credit deterioration exhibited by these portfolios is a
reflection of the continued pressure in the banking sector as the
number of bank failures and interest deferrals of trust preferred
securities issued by banks has continued to increase.  According
to FDIC data, a total of 300 banks have failed, to date, since the
onset of the current economic crisis in 2007.  Since the last
rating action on December 22, 2009, 132 banks have failed.  In
Moody's opinion, the banking sector outlook continues to remain
negative.  With the exception of commercial P&C insurance which
remains negative, the insurance sector is stabilizing.

In Moody's analysis Moody's assume no prepayments.  The WAL of the
portfolio is approximately 27.25 years.

The portfolios of these CDOs are mainly composed of trust
preferred securities issued by small to medium sized U.S.
community bank and insurance companies that are generally not
publicly rated by Moody's.  To evaluate their credit quality,
Moody's derives credit scores for these non-publicly rated assets
and evaluates the sensitivity of the rated transactions to their
volatility, as described in Moody's Rating Methodology "Updated
Approach to the Usage of Credit Estimates in rated Transactions",
October 2009.  The effect of the stress testing of these credit
scores varies between one and three notches, depending on the
total amount and relative size of these securities in the
collateral pool.

Moody's evaluation of this transaction relies on financial data
received for a majority of obligors in the pool as of Q1-2010.
This financial data is used by Moody's to assess the credit
quality of obligors in the pool, relying on RiskCalc, an
econometric model developed by Moody's KMV.  The results obtained
from the RiskCalc model have been translated to Moody's rating
scale and adjusted by one notch where necessary in order to
compensate for the absence of credit indicators such as rating
reviews, outlooks and adjustments factoring in cyclical
developments in the economy.

Moody's performed a number of sensitivity analyses of the results
to some of the key factors driving the ratings.

The sensitivity of the model results to increases and decreases to
the WARF (representing a slight improvement and a slight
deterioration of the credit quality of the collateral pool) was
examined.  If WARF is increased by 207 points from the base case
of 1493, the model results in an expected loss that is one notch
worse than the result of the base case for Class A-1.  If the WARF
is decreased by 117 points, expected losses are one notch better
than the base case results.  Additionally, the effects of higher
and lower weighted average spread and weighted average coupon of
the collateral pool resulted in these: Increasing the WAS and WAC
by 25 basis points yielded an expected loss that was not enough to
move the rating by one notch up from the base case for Class A-1.
Similarly, decreasing the WAS and WAC by the 25 basis points from
the base case resulted in an expected loss that was not enough to
move the rating by one notch down from the base case for Class A-
1.  However, if the WAS and WAC are decreased by 50 basis points,
the expected losses yield a rating that is one notch lower than
the result from the base case for the Class A-1.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of rating committee
considerations.  Moody's considers as well the structural
protections in each transaction, risk Event of Default, 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.

Due to the impact of revised and updated key assumptions
referenced in these rating methodologies, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's Asset Correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers.  In
particular, rating assumptions for all publicly rated corporate
credits in the underlying portfolio have been adjusted for "Review
for Possible Downgrade", "Review for Possible Upgrade", or
"Negative Outlook".

The transaction's portfolio was modeled, according to Moody's
rating approach, using CDOROMTM v.2.6 to develop the loss
distribution from which the Moody's Asset Correlation parameter
was obtained.  This parameter was then used as an input in a cash
flow model using CDOEdge.  CDOROMTM v.2.6 is available on
moodys.com under Products and Solutions -- Analytical models, upon
return of a signed free license agreement.


PREFERRED TERM: Moody's Downgrades Ratings on 6 Classes of Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has downgraded these
notes issued by Preferred Term Securities XXI, Ltd.:

  -- US$413,500,000 Floating Rate Class A-1 Senior Notes Due
     2038 (current balance of $386,591,675.35), Downgraded to Ba2
     (sf); previously on March 27, 2009 Downgraded to Baa3 (sf);

  -- US$105,300,000 Floating Rate Class A-2 Senior Notes Due
     2038 (current balance of $103,513,025.11), Downgraded to B2
     (sf); previously on March 27, 2009 Downgraded to Ba3 (sf);

  -- US$46,000,000 Floating Rate Class B-1 Mezzanine Notes Due
     2038 (current balance of $46,359,241.16), Downgraded to Ca
     (sf); previously on March 27, 2009 Downgraded to Caa3 (sf);

  -- US$35,800,000 Fixed/Floating Rate Class B-2 Mezzanine
     Notes Due 2038 (current balance of $38,864,643.64),
     Downgraded to Ca (sf); previously on March 27, 2009
     Downgraded to Caa3 (sf);

  -- US$48,500,000 Floating Rate Class C-1 Mezzanine Notes Due
     2038 (current balance of $49,525,619.48), Downgraded to C
     (sf); previously on March 27, 2009 Downgraded to Ca (sf);

  -- US$28,350,000 Fixed/Floating Rate Class C-2 Mezzanine
     Notes Due 2038 (current balance of $31,177,437.84),
     Downgraded to C (sf); previously on March 27, 2009 Downgraded
     to Ca (sf).

                        Ratings Rationale

Preferred Term Securities XXI, Ltd., issued in March 1, 2006, is a
collateral debt obligation backed by a static portfolio of bank
and Insurance trust preferred securities.  On March 27, 2009, the
last rating action date, Moody's downgraded six classes of notes
as a result of the application of revised and updated key modeling
assumptions, as well as the deterioration in the credit quality of
the transaction's underlying portfolio.

Moody's indicated that the rating actions on the notes are
primarily the result of increase of the assumed defaulted amount
and Weighted Average Rating Factor of the pool.  The defaults
increased by $114.89M since March 27, 2009.  Cumulative assumed
defaulted amounts now total $244.89 million (33% of the
portfolio).  All the assumed defaulted assets are carried at zero
recovery in Moody's analysis.  The remaining assets in the
portfolio have also suffered credit deterioration, as indicated by
the WARF which increased to 1784 from 1653, in March 2009.

The par loss due to the increase in the assumed defaulted amount
has resulted in loss of overcollateralization for the affected
tranches and an increase of their expected losses since the last
rating action.  The overcollateralization tests continue to breach
their triggers which have resulted in a diversion of excess
spreads to pay down senior notes.  As of the latest trustee report
dated September 22, 2010, the Senior Coverage Ratio is reported at
109.85%, Class B Mezzanine Coverage Ratio is reported at 93.57%,
Class C Mezzanine Coverage Ratio is reported at 82.06% and Class D
Mezzanine Coverage Ratio is reported at 75.06%.  The December 22,
2008 trustee report was used at the time of the last rating
action.  At that time the Senior Coverage Ratio was reported at
133.15%, Class B Mezzanine Coverage Ratio was reported at 115.02%,
Class C Mezzanine Coverage Ratio was reported at 101.92% and Class
D Mezzanine Coverage Ratio was reported at 93.73%.

The credit deterioration exhibited by these portfolios is a
reflection of the continued pressure in the banking sector as the
number of bank failures and interest deferrals of trust preferred
securities issued by banks has continued to increase.  According
to FDIC data, since the last rating action an additional 251 banks
have failed with a current total of 300 bank failures since the
onset of current economic crisis in 2007.  In Moody's opinion, the
banking sector outlook continues to remain negative.  With the
exception of commercial P&C insurance which remains negative, the
insurance sector is stabilizing.

In Moody's analysis Moody's assume no prepayments.  The WAL of the
portfolio is approximately 27 years.

The portfolios of these CDOs are mainly composed of trust
preferred securities issued by small to medium sized U.S.
community bank and insurance companies that are generally not
publicly rated by Moody's.  To evaluate their credit quality,
Moody's derives credit scores for these non-publicly rated assets
and evaluates the sensitivity of the rated transactions to their
volatility, as described in Moody's Rating Methodology "Updated
Approach to the Usage of Credit Estimates in rated Transactions",
October 2009.  The effect of the stress testing of these credit
scores varies between one and three notches, depending on the
total amount and relative size of these securities in the
collateral pool.

Moody's evaluation of this transaction relies on financial data
received for a majority of obligors in the pool as of Q1-2010.
This financial data is used by Moody's to assess the credit
quality of obligors in the pool, relying on RiskCalc, an
econometric model developed by Moody's KMV.  The results obtained
from the RiskCalc model have been translated to Moody's rating
scale and adjusted by one notch where necessary in order to
compensate for the absence of credit indicators such as rating
reviews, outlooks and adjustments factoring in cyclical
developments in the economy.

Moody's performed a number of sensitivity analyses of the results
to some of the key factors driving the ratings.  The sensitivity
of the model results to increases and decreases to the WARF
(representing a slight improvement and a slight deterioration of
the credit quality of the collateral pool) was examined.  If WARF
is increased by 196 points from the base case of 1784, the model
results in an expected loss that is one notch worse than the
result of the base case for Class A-1 notes.  If the WARF is
decreased by 134 points, expected losses are one notch better than
the base case results.  Additionally, the effects of higher spread
were tested resulting in an expected loss improvement of about one
notch for the Class A-1 notes.  A Moody's assumed defaulted asset
was assumed to be performing in another sensitivity analysis.  The
Class A-1 notes' expected losses improved by about one notch in
this scenario.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of rating committee
considerations.  Moody's considers as well the structural
protections in each transaction, risk Event of Default, 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.

Due to the impact of revised and updated key assumptions
referenced in these rating methodologies, key model inputs used by
Moody's in its analysis, such as par, WARF, Moody's Asset
Correlation, and weighted average recovery rate, may be different
from the trustee's reported numbers.  In particular, rating
assumptions for all publicly rated corporate credits in the
underlying portfolio have been adjusted for "Review for Possible
Downgrade", "Review for Possible Upgrade", or "Negative Outlook".

The transaction's portfolio was modeled, according to Moody's
rating approach, using CDOROMTM v.2.6 to develop the loss
distribution from which the Moody's Asset Correlation parameter
was obtained.  This parameter was then used as an input in a cash
flow model using CDOEdge.  CDOROMTM v.2.6 is available on
moodys.com under Products and Solutions -- Analytical models, upon
return of a signed free license agreement.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.


PREFERRED TERM: Moody's Upgrades Ratings on Floating Notes to 'Ca'
------------------------------------------------------------------
Moody's Investors Service announced that it has upgraded notes
issued by Preferred Term Securities VI, Ltd.

  -- US$199,950,000 Floating Rate Mezzanine Notes Due July 3,
     2032 (current balance of $26,266,827.28), Downgraded to Ca
     (sf); previously on March 27, 2009 Downgraded to Caa1 (sf).

                        Ratings Rationale

Preferred Term Securities VI, Ltd., issued in June 26, 2002, is a
collateral debt obligation backed by a managed portfolio of bank
trust preferred securities.  On March 27, 2009, Moody's downgraded
one class of notes as a result of the application of revised and
updated key modeling assumptions, as well as the deterioration in
the credit quality of the transaction's underlying portfolio.

Moody's indicated that the rating actions on the notes are
primarily the result of increase in the assumed defaulted amount
and a decrease in the Weighted Average Rating Factor of the pool.
The defaults increased by $33 million since March 27, 2009.
Cumulative assumed defaulted amounts now total $33 million (81% of
the portfolio).  All the assumed defaulted assets are carried at
zero recovery in Moody's analysis.  The remaining assets in the
portfolio have experienced a credit improvement overall, as
indicated by the WARF which decreased to 601 from 5374, in
March 27, 2009.

The par loss due to the increase in the assumed defaulted amount
has resulted in loss of overcollateralization for the tranches
affected and an increase of their expected losses since the last
rating action.  In addition, the overcollateralization tests
continue to breach their triggers which has resulted in a
diversion of excess spreads to pay down senior notes.  As of the
latest trustee report dated September 29, 2010, the Class B
Mezzanine Principal Coverage Ratio is reported at 50.49% versus
trustee reported levels from the report dated January 5, 2009 of
176.92%, which was used during the last rating action on March 27,
2009.

The credit deterioration exhibited by these portfolios is a
reflection of the continued pressure in the banking sector as the
number of bank failures and interest deferrals of trust preferred
securities issued by banks has continued to increase.  According
to FDIC data, a total of 300 banks have failed, to date, since the
onset of the current economic crisis in 2007, of which 251 have
defaulted since the last rating action.  In Moody's opinion, the
banking sector outlook continues to remain negative.

In Moody's analysis Moody's assume no prepayments.  The WAL of the
portfolio is approximately 27 years.

Moody's evaluation of this transaction relies on financial data
received for a majority of obligors in the pool as of Q1-2010.
This financial data is used by Moody's to assess the credit
quality of obligors in the pool, relying on RiskCalc, an
econometric model developed by Moody's KMV.  The results obtained
from the RiskCalc model have been translated to Moody's rating
scale and adjusted by one notch where necessary in order to
compensate for the absence of credit indicators such as rating
reviews, outlooks and adjustments factoring in cyclical
developments in the economy.

Additional sources of uncertainty to the evaluation assumptions
result from continued negative outlook of the underlying
collateral portfolio sectors, especially in the banking industry
where Moody's anticipate more bank closures by the FDIC in 2010 as
compared to previous years.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of rating committee
considerations.  Moody's considers as well the structural
protections in each transaction, current Event of Default, 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.

Due to the impact of revised and updated key assumptions
referenced in these rating methodologies, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's Asset Correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers.  In
particular, rating assumptions for all publicly rated corporate
credits in the underlying portfolio have been adjusted for "Review
for Possible Downgrade", "Review for Possible Upgrade", or
"Negative Outlook".

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.


PREFERREDPLUS TRUST: Moody's Upgrades Ratings on Certs. to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
rating of these certificates issued by PREFERREDPLUS Trust Series
FRD-1:

  -- 2,000,000 PREFERREDPLUS 7.40% Trust Certificates; Upgraded to
     Ba3; Previously on June 1, 2010 Upgraded to B2

                        Ratings Rationale

The transaction is a structured note whose rating is based on the
rating of the Underlying Securities and the legal structure of the
transaction.  The rating action is a result of the change of the
rating of 7.40% Debentures due November 1, 2046 issued by Ford
Motor Company which were upgraded to Ba3 by Moody's on October 8,
2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.


PUBLIC STEERS: Moody's Upgrades Ratings on Two Classes of Certs.
----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these certificates issued by Public Steers Series 1998
F-Z4 Trust:

  -- US$106,903,000 Initial Principal Amount Class A Trust
     Certificates; Upgraded to Ba3; Previously on June 1, 2010
     Upgraded to B2

  -- US$125,000,000 Principal Amount at Maturity Class B Trust
     Certificates; Upgraded to Ba3; Previously on June 1, 2010
     Upgraded to B2

                        Ratings Rationale

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 7.70% Debentures due May 15, 2097 issued by Ford
Motor Company which were upgraded to Ba3 by Moody's on October 8,
2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.


PUNTO VERDE: S&P Corrects Rating on Class A Notes to 'CCC-'
-----------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on Punto
Verde Grantor Trust 2006-1's $40 million class A notes to 'CCC-'
from 'B' and placed it on CreditWatch with positive implications.

S&P's rating on the class A notes is dependent on the lower of the
ratings on the two underlying securities:

* Morgan Stanley ACES SPC's series 2006-19 notes ('CCC- (sf)/Watch
  Pos'; series 2006-19 notes); and

* Fannie Mae's $6.47 million interest strip due May 15, 2021,
  which is an interest payment that has been stripped from Fannie
  Mae's $4.25 billion global notes due May 15, 2029('AAA/Stable').


The rating actions on the class A notes follow several previous
rating actions on the series 2006-19 notes.  On Sept. 17, 2009,
S&P placed its 'B (sf)' rating on CreditWatch negative; on
Nov. 24, 2009, S&P lowered its rating to 'CCC- (sf)' from 'B (sf)'
and removed it from CreditWatch negative; and on Sept. 23, 2010,
S&P placed its 'CCC- (sf)' rating on CreditWatch positive.

Due to an error, S&P did not contemporaneously change its rating
on the class A notes with its rating actions on the series 2006-19
notes.


REAL ESTATE ASSET: DBRS Upgrades Class F Rating to 'BBB' From 'BB'
------------------------------------------------------------------
DBRS has upgraded these nine classes of Real Estate Asset Liquidity
Trust, Commercial Mortgage Pass-Through Certificates, Series 2004-1:

Class B from AA to AAA
Class C from A to AA
Class D1 from BBB to A
Class D2 from BBB to A
Class E1 from BBB (low) to A (low)
Class E2 from BBB (low) to A (low)
Class F from BB (high) to BBB
Class G from BB to BBB (low)
Class H from BB (low) to BB

In addition, DBRS has confirmed six classes as follows:

Class A-1 at AAA
Class A-2 at AAA
Class X at AAA
Class J at B (high)
Class K at B
Class L at B (low)

All trends for the rated classes of this transaction are Stable.

DBRS does not rate the $3.8 million first loss piece, Class M.

The pool collateral has been reduced by 40.8% with the current pool
balance at approximately $237 million.

The rating action reflects the increased credit enhancement and the
defeasance of eight loans (17.4% of the pool).  Overall, financial
performance for the remaining collateral is strong, with a weighted-
average debt service coverage ratio (WADSCR) of 1.80x and a weighted-
average loan-to-value (WALTV) of 62.6%.  In addition, DBRS reviewed
the six loans (12% of the pool) on the servicer's watchlist and has
not placed any of those loans on the DBRS HotList.  All 50 remaining
loans in the transaction are current.

Prospectus ID#54, Deer Valley Station, is in special servicing and
transferred to the special servicer in July 2009 because the borrower
filed for bankruptcy protection.  DBRS has been notified that the
property has been turned over to a new general partner and is
awaiting the details of this transfer.  The loan remains current and
has performed well since issuance.  The YE2009 OSAR is reflective of
a 15.6% debt yield which DBRS considers healthy.

DBRS has applied a net cash flow (NCF) stress scenario of 20% across
all the loans in the pool and the resulting DBRS required credit
enhancement levels, when compared to the current credit enhancement
levels to the bonds, warrant the ratings upgrades.

DBRS continues to monitor this transaction on a monthly basis in the
Global CMBS Monthly Surveillance report, which can provide more
detailed information on the individual loans in the pool.


RESIDENTIAL MORTGAGE: Moody's Cuts Rating on 2008-6 Notes to 'B3'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the notes
issued by Residential Mortgage Securities Funding 2008-6, Ltd.

Issuer: Residential Mortgage Securities Funding 2008-6, Ltd.

  -- The Notes, Downgraded to B3 (sf); previously on Jan. 13, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The action is as a result of the notes not having sufficient
credit enhancement to maintain the current rating compared to the
revised loss expectations on the pools of mortgages backing the
underlying certificates.

The resecuritization is backed by Class 1-A-1 issued by CWALT,
Inc. Mortgage Pass-Through Certificates, Series 2005-10CB and Cl.
II-A-11 issued by Wells Fargo Mortgage Backed Securities 2007-8
Trust.  The first underlying certificate is backed primarily by
first-lien, Alt-A residential mortgage loans while the second
underlying certificate is backed primarily by first-lien, prime
residential mortgage loans.

The resecuritization transaction has only one senior class, which
receives all principal payments and losses from the underlying
certificates.

Moody's ratings on certificates in a resecuritization are based
on:

  (i) The updated expected losses of the pools of loans backing
      the underlying certificates and the updated ratings on the
      underlying certificates.  Moody's current loss expectation
      on the pool backing CWALT, Inc. Mortgage Pass-Through
      Certificates, Series 2005-10CB is 13% expressed as a
      percentage of outstanding deal balance.  The current rating
      on the Cl. I-A-1 bond is Caa1.  Moody's current loss
      expectation on the pool backing Wells Fargo Mortgage Backed
      Securities 2007-8 Trust is 11.5% expressed as a percentage
      of outstanding deal balance.  The current rating on the II-
      A-11 bond is B2.

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

(iii) The structure of the resecuritization transaction.

Moody's first updated its loss assumptions on the underlying pools
of mortgage loans (backing the underlying certificates) and then
arrived at updated ratings on the underlying certificates.  The
ratings on the underlying certificates are based on expected
recoveries on the bonds under ninety-six different combinations 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 pools is
taken into consideration when assigning ratings.

In order to determine the rating of the resecuritized bond, the
losses and principal payments on the underlying certificates were
fully ascribed to the resecuritized bond.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

As a part of the sensitivity analysis, Moody's stressed the
updated expected loss of the pools of loans backing the underlying
certificates by an additional 10% and found that the implied
rating on the resecuritization bond changed to Caa1 from B3.

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


RESIDENTIAL MORTGAGE: Moody's Downgrades Rating on 2008-3 Notes
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the notes
issued by Residential Mortgage Securities Funding 2008-3, Ltd.

Issuer: Residential Mortgage Securities Funding 2008-3, Ltd.

  -- Notes, Downgraded to B2 (sf); previously on Jan. 13, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The action is as a result of the notes not having sufficient
credit enhancement to maintain the current rating compared to the
revised loss expectation on the pools of mortgages backing the
underlying certificates.

The resecuritization is backed by Class 1-A-17 issued by J.P.
Morgan Mortgage Trust 2006-S3, Class 1-A4 issued by Chase Mortgage
Finance Trust Series 2006-S3, and Class IA-6 issued by Citicorp
Mortgage Securities Trust, Series 2007-5.  All three underlying
certificates are backed primarily by first-lien, prime residential
mortgage loans.

The resecuritization transaction has only one senior class, which
receives all principal payments and losses from the underlying
certificates.

Moody's ratings on certificates in a resecuritization are based
on:

  (i) The updated expected losses of the pools of loans backing
      the underlying certificates and the updated ratings on the
      underlying certificates.  Moody's current loss expectation
      on the pool backing J.P. Morgan Mortgage Trust 2006-S3 is
      11.3% expressed as a percentage of outstanding deal balance.
      The current rating on the 1-A-17 bond is B3.  Moody's
      current loss expectation on the pool backing Chase Mortgage
      Finance Trust Series 2006-S3 is 16.6% expressed as a
      percentage of outstanding deal balance.  The current rating
      on the 1-A4 bond is B3.  Moody's current loss expectation on
      the pool backing Citicorp Mortgage Securities Trust, Series
      2007-5 is 10.2% expressed as a percentage of outstanding
      deal balance.  The current rating on the IA-6 bond is B2.

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

(iii) The structure of the resecuritization transaction.

Moody's first updated its loss assumptions on the underlying pools
of mortgage loans (backing the underlying certificates) and then
arrived at updated ratings on the underlying certificates.  The
ratings on the underlying certificates are based on expected
recoveries on the bonds under ninety-six different combinations 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 pools is
taken into consideration when assigning ratings.

In order to determine the rating of the resecuritized bond, the
losses and principal payments on the underlying certificates were
fully ascribed to the resecuritized bond.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

As a part of the sensitivity analysis, Moody's stressed the
updated expected loss of the pools of loans backing the underlying
certificates by an additional 10% and found that the implied
rating on the resecuritization bond did not change.

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


RIVERSIDE COUNTY: S&P Downgrades Rating on $51.8 Bonds to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB-' from 'BB+' on Riverside County Public Financing Authority,
Calif.'s $51.8 million series 1999 certificates of participation,
issued on behalf of Air Force Village West Inc. S&P also placed
the rating on CreditWatch with negative implications pending the
outcome of bondholder and letter of credit bank discussions
currently underway related to covenant waivers for occupancy and
debt service coverage ratios.  AFVW did not meet the minimum
required covenant levels for fiscal 2009 and, according to
management, is not expected to achieve the minimum covenant levels
for fiscal 2010.

"The rating reflects S&P's view of further declines in AFVW's
independent-living occupancy levels and continued operating losses
that have accelerated at the seven-month interim period ended July
2010," said Standard & Poor's credit analyst Karl Propst.

Despite S&P's view that AFVW's historical niche is, in general, a
positive credit factor, S&P believes the recent economic downturn
has highlighted some limitations to that business model.  As a
result of declining occupancy, AFVW implemented new and expanded
admissions criteria that allow federal employees who meet certain
eligibility requirements access to the community.  Management has
also enhanced all aspects of its marketing strategy in an effort
to improve occupancy levels.

S&P placed the rating on CreditWatch with negative implications
pending resolution of covenant waiver negotiations with the series
1999 bondholders and with KBC Bank, the series 2005 LOC provider.
AFVW was in breach of its debt service and occupancy covenants for
fiscal 2009, and management expects to be in breach of those
covenants at fiscal year-end 2010.  S&P understand that AFVW is
seeking covenant waivers for fiscal 2009 and an amendment of the
minimum compliance levels for those ratios for fiscal 2010.

In fiscals 2008 and 2009, AFVW breached covenants under its series
1999 and 2005 bond agreements, including rate and occupancy
violations.  Management obtained waivers from its bondholders and
KBC Bank, its LOC provider, related to fiscal 2008, and was able
to issue AFVW's 2008 audit.  S&P understand that management is
currently working with investors and KBC Bank to obtain waivers
with respect to the covenant violations related to fiscal 2009.
S&P understand that due to the ongoing negotiations, AFVW has also
delayed the final fiscal 2009 audit.  For analytical purposes
Standard & Poor's used AFVW's fiscal 2009 draft audited
statements.  Given that AFVW has approximately 30% of variable-
rate debt with the series 2005 bonds, there is exposure to renewal
risk and the potential for further increases to its LOC costs.

Although the KBC LOC expired in April 2010, the bank extended the
LOC agreement to November and negotiations are underway for an
additional extension, expected by management to be for 30 days.
While management has told us that its negotiations and
relationship with KBC Bank are positive, S&P believes the risk of
nonrenewal is still present.  If negotiations prove unsuccessful,
there exists the potential for an acceleration of the variable-
rate debt by the bank.  While AFVW currently has cash in excess of
its variable-rate debt exposure if unrestricted cash were to cover
a portion or all of its variable-rate debt, liquidity would be
diminished, and, in S&P's opinion, would likely result in another
rating downgrade.

"Given S&P's view of AFVW's accelerated operating losses and
ongoing weak occupancy levels, despite stabilized liquidity, S&P
believes AFVW could face serious liquidity challenges should an
agreement not be reached with KBC Bank and the bondholders,"
continued Mr. Propst.  "A return to a stable outlook will depend
on S&P's view of the agreement AFVW reaches with bondholders and
the bank."


SIERRA CLO: Moody's Upgrades Ratings on Five Classes of Notes
-------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by Sierra CLO II Ltd.:

  -- US$264,000,000 Class A-1L Floating Rate Notes Due January
     2021 (current balance of $252,498,862), Upgraded to Aa1 (sf);
     previously on August 12, 2009 Downgraded to Aa2 (sf);

  -- US$40,000,000 Class A-1LV Floating Rate Revolving Notes
     Due January 2021 (current balance of $38,257,403), Upgraded
     to Aa1 (sf); previously on August 12, 2009 Downgraded to Aa2
      (sf);

  -- US$34,000,000 Class A-2L Floating Rate Notes Due January
     2021, Upgraded to A3 (sf); previously on August 12, 2009
     Downgraded to Baa1 (sf);

  -- US$23,000,000 Class A-3L Floating Rate Notes Due January
     2021, Upgraded to Ba1 (sf); previously on August 12, 2009
     Downgraded at Ba2 (sf);

  -- US$15,500,000 Class B-1L Floating Rate Notes Due January
     2021, Upgraded to B2 (sf); previously on August 12, 2009
     Downgraded at B3 (sf).

                        Ratings Rationale

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

Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor) and a decrease in the proportion
of securities from issuers rated Caa1 and below.  In particular,
as of the latest trustee report dated September 13, 2010, the
weighted average rating factor is currently 2474 compared to 3007
in the July 2009 report and is currently in compliance.
Securities rated Caa1 or lower make up approximately 7.5% of the
underlying portfolio versus about 16.0% in July 2009.
Additionally, the deal also experienced a decrease in defaults.
In particular, the dollar amount of defaulted securities has
decreased to about $11 million from approximately $33.5 million in
July 2009.

The overcollateralization ratios of the rated notes have also
increased since the last rating action.  The Senior Class A, Class
A, Class B-1L, and Class B-2L overcollateralization ratios are
reported at 122.54%, 114.43%, 109.55% and 104.93%, respectively,
versus July 2009 levels of 117.59%, 110.02%, 105.45% and 99.80%,
respectively.  The Class B-2L overcollateralization ratio is now
in compliance and principal proceeds are no longer being diverted
to pay down the Class A-1L and Class A-1LV Notes.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers.  In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds of $394.2 million , defaulted par of $11.6 million,
weighted average default probability of 26.99% (implying a WARF of
3458), a weighted average recovery rate upon default of 41.85%,
and a diversity score of 61.  These default and recovery
properties of the collateral pool are incorporated in cash flow
model analysis where they are subject to stresses as a function of
the target rating of each CLO liability being reviewed.  The
default probability is derived from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool.  The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool.  In each case, historical and market
performance trends, and collateral manager latitude for trading
the collateral are also factors.

Sierra CLO II Ltd., issued on November 21, 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

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

In addition to the base case analysis described above, Moody's
also performed a number of sensitivity analyses to test the impact
on all rated notes, including these:

1.  Various default probabilities to capture potential defaults in
    the underlying portfolio.

2.  A range of recovery rate assumptions for all assets to capture
    variability in recovery rates.

Below is a summary of the impact of different default
probabilities (expressed in terms of WARF levels) on all rated
notes (shown in terms of the number of notches' difference versus
the current model output, where a positive difference corresponds
to lower expected losses), assuming that all other factors are
held equal:

Moody's Adjusted WARF -- 20% (2766)

  -- Class A1L: +1
  -- Class A1LV: +1
  -- Class A2L: +2
  -- Class A3L: +3
  -- Class B1L: +2
  -- Class B2L: +4

Moody's Adjusted WARF + 20% (4150)

  -- Class A1L: -2
  -- Class A1LV: -2
  -- Class A2L: -2
  -- Class A3L: -2
  -- Class B1L: -1
  -- Class B2L: -2

Below is a summary of the impact of different recovery rate levels
on all rated notes (shown in terms of the number of notches'
difference versus the current model output, where a positive
difference corresponds to lower expected losses), assuming that
all other factors are held equal:

Moody's Adjusted WARR + 2% (43.85%)

  -- Class A1L: 0
  -- Class A1LV: 0
  -- Class A2L: 0
  -- Class A3L: +1
  -- Class B1L: +1
  -- Class B2L: +1

Moody's Adjusted WARR - 2% (39.85%)

  -- Class A1L: -1
  -- Class A1LV: -1
  -- Class A2L: -1
  -- Class A3L: 0
  -- Class B1L: 0
  -- Class B2L: -1

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

Sources of additional performance uncertainties are described
below:

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

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

3) Other collateral quality metrics: The deal is allowed to
   reinvest and the manager has the ability to deteriorate the
   collateral quality metrics' existing cushions against the
   covenant levels.  Moody's analyzed the impact of assuming lower
   of actual and covenanted values for weighted average rating
   factor, weighted average spread, and weighted average coupon.
   Additionally, however, in light of the large positive
   difference between the actual and covenant levels for the
   weighted average spread test, Moody's base case analysis
   incorporates the impact of assuming the midpoint of the actual
   and covenanted values for the weighted average spread test.


SPRUCE CCS: S&P Downgrades Ratings on Two Classes of Notes to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of notes from Spruce CCS Ltd. and Verano CCS Ltd., two
U.S. cash flow collateralized loan obligation transactions backed
by corporate loans, to 'D (sf)'.  At the same time, S&P affirmed
its 'CC (sf)' ratings on two classes from these transactions.

These rating actions reflect the implementation of S&P's criteria
for ratings on collateralized debt obligation transactions that
have triggered an event of default and may be subject to
acceleration or liquidation.

Spruce CCS Ltd. and Verano CCS Ltd. triggered EODs following
defaults in the payment of interest due on the transactions' non-
payment-in-kind senior notes.

                          Rating Actions

                                           Rating
                                           ------
                           Class     To              From
                           -----     --              ----
     Spruce CCS Ltd        Sr notes  D (sf)          CC (sf)
     Verano CCS Ltd        Sr notes  D (sf)          CC (sf)

                        Ratings Affirmed

                                Class           Rating
                                -----           ------
          Spruce CCS Ltd        Mezz notes      CC (sf)
          Verano CCS Ltd        Mezz notes      CC (sf)


STRUCTURED ASSET: S&P Corrects Rating on Class I-PO From 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on class
I-PO from Structured Asset Mortgage Investments Trust 2003-CL1, a
residential mortgage-backed securities transaction, to 'AAA (sf)'
from 'D (sf)'.  In addition, S&P lowered its rating on class I-B2
and affirmed its ratings on 10 other classes from the same
transaction.

On March 4, 2010, S&P lowered its rating on class I-PO, a
principal-only certificate, to 'D (sf)' based on trustee
remittance reports that indicated a cumulative principal write-
down.  S&P's current 'AAA (sf)' rating on class I-PO reflects its
assessment of information in corrected remittance reports dated
April 2009 through July 2010, as well as S&P's analysis of the
credit support available to this class to cover the projected loss
amounts as of the August 2010 remittance report.

The downgrade of class I-B2 reflects what S&P views to be the
significant deterioration in performance of the mortgage loans
underlying this transaction.  As a result of this performance
deterioration, the amount of projected credit support available to
the downgraded class is likely to be insufficient to cover S&P's
current projected losses at the previous rating level.

To assess the creditworthiness of each class, S&P reviewed the
delinquency and loss trend for changes, if any, in the classes'
risk characteristics and the ability to withstand additional
credit deterioration.  In order to maintain a 'B' rating on a
class, S&P assessed whether, in S&P's view, a class will likely be
able to absorb the base-case loss assumptions S&P used in its
analysis.  In order to maintain a rating higher than 'B', S&P
assessed whether the class is likely able to withstand losses
exceeding the base-case loss assumptions at a percentage specific
to each rating category, up to 235% of remaining losses for an
'AAA' rating.  Each class with an affirmed 'AAA' rating, in S&P's
view, is expected to withstand approximately 235% of its base-case
loss assumptions under its analysis.

The affirmations reflect S&P's assessment of projected credit
support that is sufficient to cover projected losses at the
current rating levels.

The underlying collateral for this transaction consists of prime
jumbo, fixed- and adjustable-rate, first-lien mortgage loans.

                        Rating Corrected

      Structured Asset Mortgage Investments Trust 2003-CL1
       Mortgage pass-through certificates series 2003-CL1

                                      Rating
                                      ------
    Class    CUSIP        Current     March 4     Pre-March 4
    -----    -----        -------     -------     -----------
    I-PO     86358HSY6    AAA (sf)    D (sf)      AAA (sf)

                         Rating Action

       Structured Asset Mortgage Investments Trust 2003-CL1
        Mortgage pass-through certificates series 2003-CL1

                                         Rating
                                         ------
       Class      CUSIP         To                   From
       -----      -----         --                   ----
       I-B2       86358HTB5     B (sf)               BB (sf)

                        Ratings Affirmed

      Structured Asset Mortgage Investments Trust 2003-CL1
       Mortgage pass-through certificates series 2003-CL1

                Class      CUSIP         Rating
                -----      -----         ------
                I-F1       86358HSS9     AAA (sf)
                I-F2       86358HSU4     AAA (sf)
                I-S1       86358HST7     AAA (sf)
                I-S2       86358HSV2     AAA (sf)
                I-I1       86358HSW0     AAA (sf)
                I-I2       86358HSX8     AA+ (sf)
                I-B1       86358HTA7     AA+ (sf)
                I-B3       86358HTC3     CC (sf)
                I-B4       86358HTL3     CC (sf)
                I-B5       86358HTM1     CC (sf)


SWISS CHEETAH: Moody's Upgrades Rating on Bonds to 'Ba3'
--------------------------------------------------------
Moody's Investors Service announced that it has upgraded its
rating on a CDS entered with Swiss Cheetah LLC Asset Protection
Transaction 7, a collateralized debt obligation transaction
referencing a static portfolio of corporate entities.

Issuer: Swiss Cheetah LLC Asset Protection Transaction 7

  -- US$37.5M $37,500,000 Swiss Cheetah 7 B Bond, Upgraded to Ba3
     (sf); previously on Sept. 18, 2009 Downgraded to Caa2 (sf)

Moody's explained that the rating action taken is the result of
the credit improvement of the portfolio and shorter time to
maturity of the deal.  The 10 year weighted average rating factor
of the current portfolio is 919, equivalent to Ba1.  This compares
to a 10-year WARF of 1151 equivalent to Ba2 from the last rating
review.  Since the last rating action, the bucket of assets rated
Caa and below went from 11% to 7% and there have been no credit
events.  The notes have a remaining life of 2.7 years and credit
enhancement of 6.4%.

In the process of determining the rating action, Moody's took into
account the results of a number of sensitivity analyses:

(1) Use of Market Implied Ratings - MIRs were used in place of the
    corporate fundamental ratings to derive the default
    probability of each corporate name in the reference portfolio.
    The gap between an MIR and a Moody's corporate fundamental
    rating is an indicator of the extent of the divergence of
    credit view between Moody's and the market. This run generated
    a result that was one notch lower than the model result under
    the base case.

(2) Defaulted all Caa Referenced Entities - To test the deal
    sensitivity to the lowest rated entities of the portfolio, all
    Caa exposures were assumed as defaulted.  This run generated a
    result that was four notches lower than the model result under
    the base case.

(3) Removal of forward-looking measures - The notching adjustment
    on each entity's rating due to watch for downgrade or negative
    outlook was removed, resulting in no difference from the base
    case.

(4) Reduction of time to maturity - Time to maturity was reduced
    by a year and by six months, all other things being equal.
    These runs generated a result that were one notch better than
    the base case.

(5) Stress on largest industry group - All entities in the
    Banking, Insurance, Finance and Real Estate were notched down
    by one, the largest sector concentration representing 27% of
    the portfolio notional. The result of this run was two notches
    worse than the base case.

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.

Moody's analysis for this transaction is based on CDOROMv2.6.
This model is available on moodys.com under Products and Solutions
-- Analytical models, upon return of a signed free license
agreement.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Corporate Synthetic
Obligations", key model inputs used by Moody's in its analysis may
be different from the manager/arranger's reported numbers.  In
particular, rating assumptions for all publicly rated corporate
credits in the underlying portfolio have been adjusted for "Review
for Possible Downgrade", "Review for Possible Upgrade", or
"Negative Outlook".

Moody's analysis of corporate CSOs is subject to uncertainties,
the primary sources of which includes complexity, governance and
leverage.  Although the CDOROM model capture many of the dynamics
of the Corporate CSO structure, it remains a simplification of the
complex reality.  Of greatest concern are (a) variations over time
in default rates for instruments with a given rating, (b)
variations in recovery rates for instruments with particular
seniority/security characteristics and (c) uncertainty about the
default and recovery correlations characteristics of the reference
pool.  Similarly on the legal/structural side, the legal analysis
although typically based in part on opinions (and sometimes
interpretations) of legal experts at the time of issuance, is
still subject to potential changes in law, case law and the
interpretations of courts and (in some cases) regulatory
authorities.  The performance of this CSO is also dependent on on-
going decisions made by one or several parties, including the
Manager and the Trustee.  Although the impact of these decisions
is mitigated by structural constraints, anticipating the quality
of these decisions necessarily introduces some level of
uncertainty in Moody's assumptions.  Given the tranched nature of
Corporate CSO liabilities, rating transitions in the reference
pool may have leveraged rating implications for the ratings of the
Corporate CSO liabilities, thus leading to a high degree of
volatility.  All else being equal, the volatility is likely to be
higher for more junior or thinner liabilities.

The base case scenario modeled fits into the central macroeconomic
scenario predicted by Moody's of a sluggish recovery scenario of
the corporate universe.  Should macroeconomic conditions evolve
towards a more severe scenario such as a double dip recession, the
CSO rating will likely be downgraded to an extent depending on the
expected severity of the worsening conditions.


TABERNA PREFERRED: Supplemental Indenture Won't Move Fitch Ratings
------------------------------------------------------------------
Fitch Ratings has received notification of a proposed Supplemental
Indenture for Taberna Preferred Funding III, Ltd./Inc.  It will
allow Deerfield Capital Corp. to redeem in-kind its outstanding
trust preferred securities for junior subordinated notes of
Deerfield that are acceptable to Taberna III.  Deerfield TruPS
account for 3.4% of the collateral in the transaction's portfolio.

Fitch does not believe that the Supplemental Indenture will impact
the ratings on any of the notes issued by Taberna III.  Fitch
maintains a 'D' rating on all non-deferrable classes issued by
Taberna III, indicating a default has occurred.  Additionally,
Fitch maintains a 'C' rating on all deferrable classes issued by
Taberna III, indicating that default appears inevitable.

Fitch is not a party to the transactions and therefore does not
provide consent or approval for changes or additions to existing
transaction documents or the portfolio, as that remains the sole
preserve of the transaction parties.  Fitch expects to be notified
by the trustees when or if the Supplemental Indentures are
executed.


TAYLOR BEAN: Moody's Downgrades Ratings on 47 Tranches
------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 47
tranches from 6 RMBS transactions issued by Taylor, Bean &
Whitaker Mortgage Corp.  The collateral backing these deals
primarily consists of first-lien, fixed-rate Alt-A residential
mortgages.

                        Ratings Rationale

The actions are a result of the continued performance
deterioration in Alt-A pools in conjunction with home price and
unemployment 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.

In addition, ratings of Class A-1 from TBW Mortgage-Backed Trust
2007-1, A-2 from TBW Mortgage-Backed Trust 2006-4, A-2-A and A-2-B
from TBW Mortgage-Backed Trust 2006-5 and A-1 from TBW Mortgage-
Backed Trust 2006-6, respectively, are being downgraded to Baa1
and placed on review with direction uncertain.  Although these
tranches benefit from sequential payment of principal proceeds and
have significant credit enhancement (more than 80% on average),
Moody's believes that higher ratings are not consistent with the
uncertainties associated with TBW.  TBW, the originator, has been
facing allegations of fraud including multiple pledging of
mortgage loans.  So far there have been no indications that the
securitization trusts noted above are directly impacted by
multiple pledging or related issues.  However, considerable
uncertainty will remain until the proposed master reconciliation
agreement is approved by the TBW bankruptcy court.  The agreement
will determine whether the transactions can benefit from their
respective collection accounts that were held at the failed
Colonial Bank and frozen in mid-August 2009 by regulators.  The
agreement will also confirm the transactions' ownership of the
securitized mortgage loans.

Furthermore, the rating on the Tranche AX, an interest-only
tranche issued by TBW 2006-3, has been adjusted to reflect the
fact that the notional balance of Tranche AX is linked to the
outstanding principal balances of groups 2,3,4, and 5.  Previous
rating actions were based on the incorrect assumption that the
notional balance of AX was linked to the outstanding principal
balance of Groups 1 and 3 only.

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.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

Complete rating actions are:

Issuer: TBW Mortgage-Backed Trust 2007-1, Mortgage Pass-Through
Certificates, Series 2007-1

  -- Cl. A-1, Downgraded to Baa1 (sf) and Remains On Review
     Direction Uncertain; previously on Sept. 25, 2009 Downgraded
     to Aa3 (sf) and Placed Under Review Direction Uncertain

  -- Cl. A-2, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-7B, Downgraded to C (sf); previously on Aug. 26, 2009
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-8, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-7A, Current Rating at B3 (sf); previously on Feb. 20,
     2009 Downgraded to B3 (sf)

  -- Underlying Rating: Downgraded to Ca (sf); previously on
     Jan. 21, 2010 Caa2 (sf) Placed Under Review for Possible
     Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

Issuer: TBW Mortgage-Backed Trust 2007-2, Mortgage Pass-Through
Certificates, Series 2007-2

  -- Cl. A-1-A, Downgraded to Ca (sf); previously on Aug. 26, 2009
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-1-B, Downgraded to C (sf); previously on Aug. 26, 2009
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2-A, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2-B, Downgraded to C (sf); previously on Aug. 26, 2009
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3-A, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3-B, Downgraded to C (sf); previously on Aug. 26, 2009
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4-A, Current Rating at Aa3 (sf); previouslt on Dec. 18,
     2009 Confirmed at Aa3 (sf)

  -- Underlying Rating: Downgraded to Ca (sf); previously on
     Jan. 21, 2010 Caa3 (sf) Placed Under Review for Possible
     Downgrade

  -- Financial Guarantor: Assured Guaranty Municipal Corp
     (Confirmed at Aa3, Outlook Negative on Nov 12, 2009)

  -- Cl. A-4-B, Current Rating at Aa3 (sf); previouslt on Dec. 18,
     2009 Confirmed at Aa3 (sf)

  -- Underlying Rating: Downgraded to Ca (sf); previously on Jan
     21, 2010 Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Assured Guaranty Municipal Corp
      (Confirmed at Aa3, Outlook Negative on Nov 12, 2009)

  -- Cl. A-5, Current Rating at Aa3 (sf); previouslt on Dec. 18,
     2009 Confirmed at Aa3 (sf)

  -- Underlying Rating: Downgraded to Ca (sf); previously on
     Jan. 21, 2010 Caa3 (sf) Placed Under Review for Possible
     Downgrade

  -- Financial Guarantor: Assured Guaranty Municipal Corp
     (Confirmed at Aa3, Outlook Negative on Nov. 12, 2009)

  -- Cl. A-6-A, Downgraded to Caa3 (sf); previously on Aug. 26,
     2009 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-6-B, Downgraded to C (sf); previously on Aug. 26, 2009
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: TBW Mortgage-Backed Trust Series 2006-3

  -- Cl. 1-A, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A1, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A2, Downgraded to C (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A1, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A2, Downgraded to C (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A3, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 5-A1, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 5-A2, Downgraded to C (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 5-A3, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. AP, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. AX, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: TBW Mortgage-Backed Trust Series 2006-4

  -- Cl. A-2, Downgraded to Baa1 (sf) and Remains On Review
     Direction Uncertain; previously on Sept. 25, 2009 Downgraded
     to Aa3 (sf) and Placed Under Review Direction Uncertain

  -- Cl. A-3, Downgraded to B2 (sf); previously on Aug. 26, 2009
     A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to C (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to C (sf); previously on Aug. 26, 2009 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-7, Downgraded to C (sf); previously on Aug. 26, 2009 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: TBW Mortgage-Backed Trust Series 2006-5

  -- Cl. A-2-A, Downgraded to Baa1 (sf) and Remains On Review
     Direction Uncertain; previously on Sept. 25, 2009 Downgraded
     to Aa3 (sf) and Placed Under Review Direction Uncertain

  -- Cl. A-2-B, Downgraded to Baa1 (sf) and Remains On Review
     Direction Uncertain; previously on Sept. 25, 2009 Downgraded
     to Aa3 (sf) and Placed Under Review Direction Uncertain

  -- Cl. A-3, Downgraded to Caa3 (sf); previously on Aug. 26, 2009
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to C (sf); previously on Aug. 26, 2009
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-5-A, Downgraded to C (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to Caa2 (sf); previously on Aug. 26, 2009
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-5-B, Downgraded to C (sf); previously on Aug. 26, 2009
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: TBW Mortgage-Backed Trust Series 2006-6

  -- Cl. A-1, Downgraded to Baa1 (sf) and Remains On Review
     Direction Uncertain; previously on Sept. 25, 2009 Downgraded
     to Aa3 (sf) and Placed Under Review Direction Uncertain

  -- Cl. A-2A, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2B, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4, Current Rating at B3 (sf); previouslt on Feb. 20,
     2009 Downgraded to B3 (sf)

  -- Underlying Rating: Downgraded to Ca (sf); previously on
     Jan. 21, 2010 Caa3 (sf) Placed Under Review for Possible
     Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

  -- Cl. A-5A, Current Rating at B3 (sf); previouslt on Feb. 20,
     2009 Downgraded to B3 (sf)

  -- Underlying Rating: Downgraded to Ca (sf); previously on
     Jan. 21, 2010 Caa3 (sf) Placed Under Review for Possible
     Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

  -- Cl. A-5B, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-6A, Downgraded to Ca (sf); previously on Aug. 26, 2009
     Caa2 (sf) Placed Under Review for Possible Downgrade


TERWIN MORTGAGE: Moody's Downgrades Ratings on 24 Tranches
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 24
tranches and confirmed the ratings of 20 tranches from 26 RMBS
transactions issued by Terwin Mortgage Trust.  The collateral
backing these deals primarily consists of closed end second lien
loans and home equity lines of credit.

                        Ratings Rationale

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.

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.  Class A-1a, and A-2 issued
by Terwin Mortgage Trust 2005-13SL, Class A-1 issued by Terwin
Mortgage Trust 2006-2HGS, class I-A-1 issued by Terwin Mortgage
Trust 2006-8, and class A issued by Terwin Mortgage Trust, Series
TMTS 2004-23HELOC are wrapped by Financial Guaranty Insurance
Company (Rating Withdrawn).  Additionally class A-1 issued by
Terwin Mortgage Trust 2007-3SL is wrapped by CIFG Assurance North
America, Inc. (Rating Withdrawn).  RMBS securities wrapped by
Financial Guaranty Insurance Company or CIFG Assurance North
America, Inc. are rated at their underlying rating without
consideration of the respective guaranties.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment remains at high
levels, and weakness persists in the housing market.  Moody's
notes an increasing potential for a double-dip recession, which
could cause a further 20% decline in home prices (versus its
baseline assumption of roughly 5% further decline).  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in early 2011, accompanied by continued stress in
national employment levels through that timeframe.

If Expected Losses on the each of the collateral pools were to
increase by 10%, model implied results indicate that most of the
deals' ratings would remain stable, with the exception of Class B-
1 from Terwin Mortgage Trust 2003-3SL, Class B-1 from Terwin
Mortgage Trust 2004-10SL, Class I-A-1b from Terwin Mortgage Trust
2005-11, Class M-2 from Terwin Mortgage Trust 2005-5SL, Class M-1
from Terwin Mortgage Trust 2005-7SL, Class A-1 from Terwin
Mortgage Trust 2005-9HGS and Class II-A-1a from Terwin Mortgage
Trust 2006-1, for each of which model implied results would be one
notch lower (for example, Ba2 versus Ba1, or Ca versus Caa3).

Class G tranches from a number of these transactions were
withdrawn since the balance of these tranches is zero and can
never increase because an Additional Balance Event has occurred.
The Class G tranches are treated as paid off and are withdrawn
according to "Moody's Guidelines for the Withdrawal of Ratings"
dated December 5, 2008.  The Class G no longer funds additional
draws after cumulative losses exceed a certain thresh hold; an
"Additional Balance Event".

The rating action on the Terwin Mortgage Trust 2003-3SL
transaction takes into account the expected release of credit
enhancement available to the class B-1.  The transaction is
passing its performance triggers and the enhancement available to
the class B-1 should have been lowered to its floor requirement by
allocating available funds to the class B-2 instead of the class
B-1.  The trustee plans to redistribute funds that had been paid
to the class B-1 to the class B-2, and will restate previous
reports to correct the earlier misallocation.

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

Complete rating actions are:

Issuer: Terwin Mortgage Trust 2003-3SL

  * Expected Losses (as a % of Original Balance): 6%

  -- Cl. B-1, Downgraded to Caa1 (sf); previously on March 18,
     2010 B2 (sf) Placed Under Review for Possible Downgrade

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

Issuer: Terwin Mortgage Trust 2003-5SL

  * Expected Losses (as a % of Original Balance): 7%

  -- Cl. B-1, Confirmed at Baa2 (sf); previously on March 18, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2, Downgraded to B2 (sf); previously on March 18, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-3, Downgraded to C (sf); previously on March 18, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2003-7SL

  * Expected Losses (as a % of Original Balance): 5%

  -- Cl. B-2, Confirmed at Baa1 (sf); previously on March 18, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-3, Confirmed at Ca (sf); previously on March 18, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2004-10SL

  * Expected Losses (as a % of Original Balance): 8%

  -- Cl. B-1, Confirmed at B3 (sf); previously on March 18, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2, Confirmed at Ca (sf); previously on March 18, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-3, Downgraded to C (sf); previously on March 18, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2004-18SL

  * Expected Losses (as a % of Original Balance): 11%

  -- Cl. 1-B-2, Downgraded to B1 (sf); previously on March 18,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-B-3, Downgraded to Caa3 (sf); previously on March 18,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2004-22SL

  * Expected Losses (as a % of Original Balance): 11%

  -- Cl. B-1, Confirmed at B1 (sf); previously on March 18, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2, Confirmed at Ca (sf); previously on March 18, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2004-2SL

  * Expected Losses (as a % of Original Balance): 6%

  -- Cl. B-1, Confirmed at B2 (sf); previously on March 18, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2, Confirmed at B3 (sf); previously on March 18, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-3, Downgraded to C (sf); previously on March 18, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2004-4SL

  * Expected Losses (as a % of Original Balance): 6%

  -- Cl. B-3, Confirmed at Ca (sf); previously on March 18, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2004-6SL

  * Expected Losses (as a % of Original Balance): 6%

  -- Cl. B-1, Confirmed at B2 (sf); previously on March 18, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2, Confirmed at Caa2 (sf); previously on March 18, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-3, Downgraded to C (sf); previously on March 18, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2005-11

  * Expected Losses (as a % of Original Balance): 34%

  -- Cl. II-A-2, Downgraded to Caa3 (sf); previously on March 18,
     2010 B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A-1b, Confirmed at Caa2 (sf); previously on March 18,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-G, Confirmed at Caa2 (sf); previously on March 18, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2005-13SL

  * Expected Losses (as a % of Original Balance): 44%

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

  -- Underlying Rating: Confirmed at Ca (sf); previously on
     March 18, 2010 Ca (sf) Placed Under Review for Possible
     Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
      (Insured Rating Withdrawn Mar 25, 2009)

  -- Cl. A-2, Confirmed at Caa3 (sf); previously on March 18, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Underlying Rating: Confirmed at Caa3 (sf); previously on
     March 18, 2010 Caa3 (sf) Placed Under Review for Possible
     Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
      (Insured Rating Withdrawn Mar 25, 2009)

Issuer: Terwin Mortgage Trust 2005-1SL

  * Expected Losses (as a % of Original Balance): 14%

  -- Cl. M-1, Confirmed at B2 (sf); previously on March 18, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M-2, Confirmed at Ca (sf); previously on March 18, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2005-3SL

  * Expected Losses (as a % of Original Balance): 15%

  -- Cl. M-1, Confirmed at Caa3 (sf); previously on March 18, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2005-5SL

  * Expected Losses (as a % of Original Balance): 19%

  -- Cl. M-2, Downgraded to Ba2 (sf); previously on March 18, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to Ca (sf); previously on March 18, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2005-7SL

  * Expected Losses (as a % of Original Balance): 24%

  -- Cl. M-1, Downgraded to Caa2 (sf); previously on March 18,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2005-9HGS

  * Expected Losses (as a % of Original Balance): 24%

  -- Cl. A-1, Downgraded to Baa1 (sf); previously on March 18,
     2010 A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M-1, Downgraded to Caa3 (sf); previously on March 18,
     2010 Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M-2, Downgraded to C (sf); previously on March 18, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2006-1

  * Expected Losses (as a % of Original Balance): 55%

  -- Cl. II-A-1a, Confirmed at Caa3 (sf); previously on March 18,
     2010 Caa3 (sf) Remained On Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2006-10SL

  * Expected Losses (as a % of Original Balance): 65%

  -- Cl. A-1, Current Rating at Aa3 (sf); previously on Nov. 12,
     2009 Confirmed at Aa3 (sf)

  -- Underlying Rating: Downgraded to C (sf); previously on
     March 18, 2010 Ca (sf) Placed Under Review for Possible
     Downgrade

  -- Financial Guarantor: Assured Guaranty Municipal Corp
      (Confirmed at Aa3, Outlook Negative on Nov. 12, 2009)

Issuer: Terwin Mortgage Trust 2006-12SL

  * Expected Losses (as a % of Original Balance): 72%

  -- Cl. A-IO, Downgraded to C (sf); previously on March 18, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2006-2HGS

  * Expected Losses (as a % of Original Balance): 40%

  -- Cl. A-1, Downgraded to Ca (sf); previously on March 18, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Underlying Rating: Downgraded to Ca (sf); previously on Mar
     18, 2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
      (Insured Rating Withdrawn Mar 25, 2009)

Issuer: Terwin Mortgage Trust 2006-4SL

  * Expected Losses (as a % of Original Balance): 49%

  -- Cl. A-1, Downgraded to Ca (sf); previously on March 18, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Underlying Rating: Downgraded to Ca (sf); previously on
     March 18, 2010 Caa1 (sf) Placed Under Review for Possible
     Downgrade

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

Issuer: Terwin Mortgage Trust 2006-6

  * Expected Losses (as a % of Original Balance): 52%

  -- Cl. I-A-1, Downgraded to Ca (sf); previously on April 16,
     2010 Downgraded to Caa3 (sf) and Placed Under Review for
     Possible Downgrade

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

  -- Cl. I-M-1, Downgraded to C (sf); previously on March 18, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: Terwin Mortgage Trust 2006-8

  * Expected Losses (as a % of Original Balance): 66%

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

  -- Underlying Rating: Downgraded to C (sf); previously on
     March 18, 2010 Ca (sf) Placed Under Review for Possible
     Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Insured Rating Withdrawn March 25, 2009)

Issuer: Terwin Mortgage Trust 2007-1SL

  * Expected Losses (as a % of Original Balance): 81%

  -- Cl. A-1, Current Rating at Aa3 (sf); previously on Nov. 12,
     2009 Confirmed at Aa3 (sf)

  -- Underlying Rating: Downgraded to C (sf); previously on
     March 18, 2010 Ca (sf) Placed Under Review for Possible
     Downgrade

  -- Financial Guarantor: Assured Guaranty Municipal Corp
      (Confirmed at Aa3, Outlook Negative on Nov. 12, 2009)

Issuer: Terwin Mortgage Trust 2007-3SL

  * Expected Losses (as a % of Original Balance): 78%

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

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

Issuer: Terwin Mortgage Trust, Series TMTS 2004-23HELOC

  * Expected Losses (as a % of Original Balance): 7%

  -- Cl. A, Downgraded to Ca (sf); previously on March 18, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
      (Insured Rating Withdrawn March 25, 2009)


TEXAS WESLEYAN: Moody's Affirms 'Ba2' Rating on Revenue Bonds
-------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating assigned to
Texas Wesleyan University's Revenue Bonds, Series 1997A issued
through the Fort Worth Higher Education Finance Corporation.  The
rating outlook remains stable.

                        Ratings Rationale

Legal Security: The bonds are a general unsecured obligation of
the University.  There is no debt service reserve fund.

Interest Rate Derivatives: None.

                            Strengths

* Established market position as a private, four-year liberal arts
  institution in Fort Worth, Texas, that retains close ties to its
  roots as a Methodist institution.  The University maintained
  enrollment of 3,122 full-time equivalent students in fall 2009,
  with increased enrollment for fall 2010 of 3,195 FTE.
  Selectivity has improved to 49% in fall 2010 from 74% in fall
  2005 and matriculation, while still lower than earlier in the
  decade, is 44% in fall 2010.  In fall 2010, the College enrolled
  215 first-time freshmen, in line with its budgeted target.
  Continued success in recruitment and retention of students
  remains an important factor in maintaining the University's
  competitive positioning.

* Balanced annual operating performance, with a three-year average
  operating margin of -0.9% from fiscal years 2008-2010, as
  calculated by Moody's, covering debt service by an annual
  average of 0.9 times over the same period.  In FY 2010, the
  University generated an operating cash flow margin of 6.6%.
  Moody's expects that Texas Wesleyan's operating performance will
  continue to be balanced and generate improved cash flow and debt
  service coverage based upon continued net tuition revenue growth
  and conservative budgeting practices.  Maintenance of continued
  net tuition revenue growth will be critical to future financial
  stability as 89% of operating revenues are generated from
  tuition and auxiliaries.

* The College's debt structure is predominantly comprised of fixed
  rate debt and maintains no additional near-term debt plans.

                            Challenges

* Limited liquidity and reliance on an operating line and
  construction line of credit.  As of fiscal year end 2010, the
  University had $1.8 million outstanding on a construction line
  of credit with JPMorgan Chase Bank, N.A., that expires on
  December 17, 2014, and is collateralized by the law school
  property.  The University also had $2.5 million outstanding on
  its operating line of credit with JPMorgan Chase Bank, N.A.,
  that is renewed on January 31 of each year and is collateralized
  by all assets of the University.  Management has expressed its
  desire to reduce reliance on the operating line of credit over
  the next several years as additional unrestricted cash balances
  are generated.  Liquidity remains thin and available monthly
  liquidity of $9.3 million at fiscal year end 2010 translates
  into 65 days of monthly days cash on hand.

* Thin balance sheet resources with approximately $23.7 million of
  total financial resources at FY 2010 and an elevated debt load.
  Expendable financial resources of $440,000 provide a weak
  cushion of total $18.2 million ($5.4 million Moody's rated) of
  debt by 0.02 times and operations by 0.01 times.  The University
  maintains an elevated age of plant at 15.7 times, as calculated
  by Moody's, which signals the need for additional capital
  investment on campus in order to meet competitive pressures. The
  median age of plant in the Ba-rating category is 12.8 times.
  While the University does not maintain debt plans, Moody's
  believes that the University has limited additional debt
  capacity at the current rating level absent commensurate growth
  in financial resources.

* Modest fundraising record with three-year average gift revenue
  of $3.0 million in FY 2010, which is slightly below the
  $4.7 million median of the Moody's Ba-rated peer group.  While
  gift revenue remains modest, the University may begin the
  planning stages of a campaign with the start of the new
  President.  Campaign dollars will modestly increase resource
  levels.

* Relatively aggressive investment allocation to alternatives for
  endowment of this size ($23.8 million as of June 30, 2010), with
  12% in domestic equity, 17% in international equity, 48% fixed
  income, 19% hedge funds and 4% in other. Investments are managed
  by an investment committee of the Board of Trustees along with
  the services of an external consultant.  Modest concentration of
  investment managers exists, with several individual funds
  holding between 10-12% of the portfolio.

                       Recent Developments

In March 2008, Texas Wesleyan University purchased an additional
$8.1 million of annuities (following the purchase of $10 million
in December 2007) to terminate the University's remaining
obligation under a frozen defined benefit pension plan.  The
annuities were purchased with $2 million in cash, a $1 million
loan and $5 million of plan assets.  The plan, which has been
closed to new participants since 1996, was underfunded by
$8.3 million at the end of FY 2008.  In FY 2009, the liability
was zero and the University completed the plan termination on
January 28, 2010.

The University is currently in the midst of a national President
search and hopes to have the position filled before the end of the
calendar year.  The Reverend Doctor Lamar Edward Smith was named
interim president effective June 1, 2010.

                             Outlook

The stable outlook reflects Moody's expectations regarding the
University's improved market position, balanced operating margins,
continued net tuition revenue growth and no additional debt plans.

               What could change the rating -- Up

Growth of financial resource base through successful fundraising
coupled with favorable investment returns; continued positive
operating performance and cash flow generation that provides good
debt service coverage

               What could change the rating -- Down

Sustained imbalanced operating performance and cash flow
generation, leading to weak debt service coverage and a decline in
financial resources; a decline in student demand resulting in
reduced net tuition revenue

Key Indicators (Fiscal year 2010 financial data, fall 2010
enrollment):

* Total Full-Time Equivalent Enrollment: 3,195 students
* Total Direct Debt: $18.2 million ($5.4 million rated)
* Expendable Financial Resources to Direct Debt: 0.02 times
* Expendable Financial Resources to Operations: 0.01 times
* Three-Year Average Operating Margin: -0.9%
* Average Debt Service Coverage: 0.9 times
* Monthly Liquidity: $9.2 million
* Monthly Days Cash on Hand: 65 days

Rated Debt:

* Revenue Bonds, Series 1997A: rated Ba2

                       Last Rating Action

The last rating action with respect to Texas Wesleyan University
was on February 17, 2009, when the Ba2 rating and stable outlook
was affirmed.  The rating was subsequently recalibrated to
Ba2/stable on May 7, 2010.


THOMASTON HOUSING: S&P Downgrades Rating on 2004 Bonds to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'AAA' on the Thomaston Housing Authority, Ga.'s series
2004 multifamily housing revenue bonds issued for the Fairview
Apartments Project and removed the rating from CreditWatch with
negative implications, where it had been placed on May 12, 2010.
The bonds are secured by a Fannie Mae mortgage-backed security.

On May 12, 2010, the issue was included in a rating action in
which S&P placed its ratings on certain housing issues on
CreditWatch with negative implications due to revised criteria for
certain federal-government-enhanced housing transactions.

"S&P's revised criteria affect government-enhanced housing
transactions in which funds are invested in money market funds and
other investments with no guaranteed rate of return," said
Standard & Poor's credit analyst Lawrence Witte.


TIAA REAL: Moody's Takes Rating Actions on Various Classes
----------------------------------------------------------
Moody's has upgraded three and affirmed two classes of Notes
issued by TIAA Real Estate CDO 2002-1, Ltd. due to the rapid pace
of amortization of the senior class of Notes and the beneficial
ratings diversity of the collateral within the investment grade
categories.  The rating action is the result of Moody's on-going
surveillance of commercial real estate collateralized debt
obligation transactions.

  -- Class I Secured Floating Rate Notes Due May 2017, Affirmed at
     Aaa (sf); previously on May 29, 2002 Assigned Aaa (sf)

  -- Class II-FL Secured Floating Rate Notes Due May 2037,
     Upgraded to Aa3 (sf); previously on May 29, 2002 Assigned A3
     (sf)

  -- Class II-FX 6.77% Secured Fixed Rate Notes Due 2037, Upgraded
     to Aa3 (sf); previously on May 29, 2002 Assigned A3 (sf)

  -- Class III 7.60% Secured Fixed Rate Notes Due May 2037,
     Upgraded to Baa1 (sf); previously on May 29, 2002 Assigned
     Baa2 (sf)

  -- Class IV 6.84% Secured Fixed Rate Notes Due May 2037,
     Affirmed at Ba2 (sf); previously on May 29, 2002 Assigned Ba2
     (sf)

                        Ratings Rationale

TIAA Real Estate CDO 2002-1, Ltd. CRE CDO transaction backed by a
portfolio of commercial mortgage backed securities (84.6%) and
REIT debt (15.4%).  As of the August 19, 2010 Trustee report, the
aggregate Note balance of the transaction has decreased to
$199.0 million from $500.0 million at issuance, with the paydown
directed to the Class A Notes.

There are currently no defaulted or impaired assets in the deal as
of the August 19, 2010 Trustee report.

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 981 compared to 615 at
last review.  The distribution of current ratings and credit
estimates is: Aaa-Aa3 (33.6% compared to 0.0% at last review), A1-
A3 (8.1% compared to 0.0% at last review), Baa1-Baa3 (27.3%
compared to 100.0% at last review), Ba1-Ba3 (15.5% compared to
0.0% at last review), B1-B3 (11.6% compared to 0.0% at last
review), and Caa1-C (4.0% compared to 0.0% at last review).

WAL acts to adjust the probability of default of the reference
obligations in the pool for time.  Moody's modeled to a WAL of 9.9
years.

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 33.4%.

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 22.9%.

Moody's review incorporated CDOROM(R) v2.6, one of Moody's CDO
rating models, which was released on May 27, 2010.

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

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes.  However,
in many instances, a change in key parameter assumptions in
certain stress scenarios may be offset by a change in one or more
of the other key parameters.  Rated notes are particularly
sensitive to changes in recovery rate assumptions.  Holding all
other key parameters static, changing the recovery rate assumption
down from 33% to 23% or up to 43% would result in average rating
movement on the rated tranches of 0 to 2 notches downward and 0 to
1 notches upward, respectively.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term.  From time to time, Moody's may, if warranted, change
these expectations.  Performance that falls outside the given
range may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated when the related
securities ratings were issued.  Even so, a deviation from the
expected range will not necessarily result in a rating action nor
does performance within expectations preclude such actions.  The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.  Primary sources of assumption
uncertainty are the current stressed macroeconomic environment and
continuing weakness in the commercial real estate and lending
markets.  Moody's currently views the commercial real estate
market as stressed with further performance declines expected in a
majority of property sectors.  The availability of debt capital is
improving with terms returning towards market norms.  Job growth
and housing price stability will be necessary precursors to
commercial real estate recovery.  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's largest
economies, returning to trend growth rate with elevated fiscal
deficits and persistent unemployment levels.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.


TRUST CERTIFICATES: Moody's Upgrades Ratings on Class A-1 to 'Ba3'
------------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
rating of these certificates issued by Trust Certificates Series
2002-1 Trust:

  -- 1,280,000 7.70% Class A-1 Certificates due 2097; Upgraded to
     Ba3 (sf); Previously on June 1, 2010 Upgraded to B2 (sf)

                        Ratings Rationale

The transaction is a structured note whose rating is based on the
rating of the Underlying Securities and the legal structure of the
transaction.  The rating action is a result of the change of the
rating of 7.70% Debentures due 2097 issued by Ford Motor Company
which were upgraded to Ba3 by Moody's on October 8, 2010.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.


US EDUCATION: Fitch Affirms Ratings on Senior Student Loans
-----------------------------------------------------------
Fitch Ratings has affirmed the senior student loan notes and
downgrades the subordinate notes issued by U.S. Education Loan
Trust IV, LLC-March 1, 2006 Indenture of Trust.  The Rating
Outlook is Stable.

The ratings on the senior notes are affirmed based on the
sufficient level of credit enhancement consisting of subordination
and projected minimum excess spread to cover the applicable risk
factor stresses and a qualitative adjustment accounting for the
expected increase in the senior parity as the transaction pays
down.

The ratings on the subordinate notes are downgraded to 'Bsf' due
to the trust's very high cost structure that will limit the
trust's ability to generate excess spread and reach parity of
100%.

Fitch has taken these rating actions:

USELT IV 2006 Indenture of Trust

  -- 2006-1 A-2 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-1 A-3 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-1 A-4 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-1 A-5 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-1 A-6 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-1 A-7 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-1 A-8 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-2 A-1 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-2 A-2 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-2 A-3 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-2 A-4 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-2 A-5 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-2 A-6 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-2 A-7 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2007-1 A-2 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2007-1 A-3 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2007-1 A-4 notes affirmed at 'AAAsf/LS1'; Outlook Stable;

  -- 2006-1 B-1 notes downgraded to'Bsf/LS3' from 'Asf/LS3';
     Outlook Stable;

  -- 2006-1 B-2 notes downgraded to'Bsf/LS3' from 'Asf/LS3';
     Outlook Stable;

  -- 2006-2 B-1 notes downgraded to'Bsf/LS3' from 'Asf/LS3';
     Outlook Stable;

  -- 2007-1 B-1 notes downgraded to'Bsf/LS3' from 'Asf/LS3';
     Outlook Stable.


WACHOVIA BANK: Fitch Downgrades Ratings on 13 2005-C17 Certs.
-------------------------------------------------------------
Fitch Ratings has downgraded 13 classes of Wachovia Bank
Commercial Mortgage Trust, 2005-C17 commercial mortgage pass-
through certificates.

As a result of the expected losses on loans currently in special
servicing, Fitch expects classes N through P to be fully depleted.
As of the October 2010 distribution date, the pool's aggregate
principal balance has been paid down by 13.8% to $2.35 billion
from $2.7 billion at issuance.  Twenty-four loans (11.3%) are
currently defeased.  As of October 2010, cumulative interest
shortfalls affect classes H through P.

Fitch has designated 30 loans (17.2%) as Fitch Loans of Concern,
which includes 14 specially serviced loans (8.8%).  The largest
specially serviced loan (1.9%) is secured by two hotel/water parks
located in Traverse City, MI and Kansas City, KS.  The loan
transferred to special servicing in October 2010 due to imminent
default.  While the YE 2009 DSCR on the trust balance was 1.34x
there is a $23.2 million B-note resulting in a total YE 2009 DSCR
of 0.80x.  The borrower is proposing a restructuring of the B
note.  The special servicer is in the process of developing a
workout strategy.

The next largest specially serviced loan (1.8%) is secured by a
90% leased 638,712 sf office/industrial building located on Long
Island City, NY.  The loan was transferred in December 2009 due to
imminent maturity default.  The loan matured in March 2011.  A
loan modification and extension is in process and the loan is
expected to be returned to the master servicer.

The third largest specially serviced loan (1.8%) is secured by a
369-unit multi-family property in San Diego, CA.  The loan
transferred to special servicing in May 2008 for monetary default.
After extended negotiations, the borrower has corrected the
default.  The loan matured in February 2010.  The loan is being
modified such that the maturity date was extended to February
2011.  All cash flow will be swept and any excess cash will be
applied to reduction of principal.

Fitch stressed the value of the non-defeased loans by applying a
5% haircut to 2009 fiscal year-end net operating income (NOI) and
applying an adjusted market cap rate between 7.25% and 10% 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 DSCR of 1.25x or higher were considered to
pay off at maturity.  Of the non-defeased or non-specially
serviced loans, 76 loans (48.6% of the overall pool) were assumed
not to be able to refinance, of which Fitch modeled losses for 15
loans (15.4%) in instances where Fitch's derived value was less
than the outstanding balance.

Fitch has downgraded these classes and revised Rating Outlooks,
Loss Severity ratings and Recovery Ratings (RR) as indicated:

  -- $74.9 million class B to 'Asf/LS4' from 'AA/LS4'; Outlook
     Stable;

  -- $23.8 million class C to 'Asf/LS5' from 'AA-/LS5'; Outlook
     Stable;

  -- $47.7 million class D to 'BBBsf/LS5' from 'A/LS4'; Outlook
     Stable;

  -- $27.2 million class E to 'BBsf/LS5' from 'A-/LS5'; Outlook
     Stable;

  -- $27.2 million class F to 'BBsf/LS5' from 'BBB/LS5'; Outlook
     to Negative from Stable;

  -- $30.6 million class G to 'BBsf/LS5' from 'BBB-/LS5'; Outlook
     to Negative from Stable;

  -- $37.4 million class H to 'B-sf/LS5' from 'BB/LS5'; Outlook to
     Negative from Stable;

  -- $6.8 million class J to 'CCCsf/RR1' from 'BB/LS5';

  -- $10.2 million class K to 'CCCsf/RR1' from 'B/LS5';

  -- $13.6 million class L to 'CCCsf/RR1' from 'B-/LS5';

  -- $6.8 million class M to 'CCsf/RR4' from 'B-/LS5';

  -- $6.8 million class N to 'Csf/RR6' from 'B-/LS5';

  -- $6.8 million class O to 'Csf/RR6' from 'B-/LS5'.

Fitch has affirmed and revised the LS ratings of these classes:

  -- $333.4 million class A-1A at 'AAAsf/LS2'; Outlook Stable;
  -- $110.4 million class A-2 at 'AAAsf/LS2'; Outlook Stable;
  -- $75.9 million class A-3 at 'AAAsf/LS2'; Outlook Stable;
  -- $224.4 million class A-PB at 'AAAsf/LS3'; Outlook Stable;
  -- $1.08 billion class A-4 at 'AAAsf/LS2'; Outlook Stable.

Fitch has affirmed this class:

  -- $187.2 million class A-J at 'AAAsf/LS3'; Outlook Stable.

The $37.5 million class P is not rated by Fitch.  Class A-1 has
paid in full.  Fitch has withdrawn the ratings on the interest-
only classes X-P and X-C.


WACHOVIA BANK: Moody's Downgrades Ratings on Two Certificates
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two non-pooled
classes of Wachovia Bank Commercial Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Series 2007-WHALE 8:

  -- Cl. HH-1, Downgraded to B1 (sf); previously on Sept. 29, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. MH-1, Downgraded to B1 (sf); previously on Sept. 29, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The downgrades are due to the deterioration in performance of the
collateral assets associated with these non-pooled, or rake
classes, and concerns about refinancing risk associated with these
loans due to their near-term maturity.  The non-pooled, or rake,
classes are secured by the junior loan components of the Hudson
Hotel loan and the Mondrian Los Angeles loan.  Both these loans
are in special servicing.

Moody's placed these classes on review for possible downgrade on
September 29, 2010.  This action concludes Moody's review.

Further downward pressure on the ratings could occur if the
collateral fails to demonstrate revenue per available room and
cash flow improvement in line with Moody's expectations.  The New
York City and Los Angeles hotel markets have begun to show
improved performance since the beginning of 2010 based on the
Smith Travel Research 'US Hotel Industry Performance for the month
of August 2010' report.  Moody's anticipates that RevPAR for both
hotels will increase in line with their respective hotel market.

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

Primary sources of assumption uncertainty are the current stressed
macroeconomic environment and continuing weakness in the
commercial real estate and lending markets.  Moody's currently
views the commercial real estate market as stressed with further
performance declines expected in the industrial, office, and
retail sectors.  Hotel performance has begun to rebound, albeit
off a very weak base.  Multifamily has also begun to rebound
reflecting an improved supply / demand relationship.  The
availability of debt capital is improving with terms returning
towards market norms.  Job growth and housing price stability will
be necessary precursors to commercial real estate recovery.
Overall, Moody's central global scenario remains "hook-shaped" for
2010 and 2011; Moody's expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

Moody's review incorporated the use of the excel-based CMBS Large
Loan Model v 8.0 which is used for both large loan and single
borrower transactions.  The large loan model derives credit
enhancement levels based on an aggregation of adjusted loan level
proceeds derived from Moody's loan level LTV ratios.  Major
adjustments to determining proceeds include leverage, loan
structure, property type, and sponsorship.  These aggregated
proceeds are then further adjusted for any pooling benefits
associated with loan level diversity, other concentrations and
correlations.  The model also incorporates a supplementary tool to
allow for the testing of the credit support at various rating
levels.  The scenario or "blow-up" analysis tests the credit
support for a rating assuming that all loans in the pool default
with an average loss severity that is commensurate with the rating
level being tested.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated March 4, 2009.  The
previous review was part of Moody's first quarter 2009 ratings
sweep and incorporated assumptions for capitalization rates and
stressed cash flows that were outlined in "Rating Methodology
Update: US CMBS Conduit and Fusion Review Prompted by Declining
Property Values and Rising Delinquencies" dated February 5, 2009.

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

The HH-1 class is supported by the junior loan component of the
Hudson Hotel loan ($102.4 million - pooled and non pooled balance)
which is a 50% portion of a pari passu split loan structure.  The
loan, is secured by an 805 room full-service hotel located in
Midtown Manhattan, New York.  The loan was transferred to special
servicing in May 2010 due to imminent maturity default.  The
servicer and borrower are currently negotiating a loan extension
which will be accompanied by a $16 million principal payment.
RevPAR for the year to date period ending August 2010 was $163.19,
up 18% from RevPAR for the same period in 2009 of $141.01.
However, the property's year to date July 2010 RevPAR is still 37%
below the 2008 RevPAR.  The New York City hotel market has begun
to show improved performance based on the Smith Travel Research
'US Hotel Industry Performance for the month of August 2010'
report.  As of year to date August 2010, the New York City RevPAR
was 15% higher than same period in 2009.  Moody's anticipates that
the RevPAR increase for the Hudson Hotel will be in line with the
New York City hotel market.  Moody's current credit estimate and
stressed DSCR for the pooled and non-pooled balance are B2 and
0.83X, respectively, compared to Ba3 and 1.29X at last review.

The MH-1 class is supported by the junior loan component of the
Mondrian Los Angeles loan ($42 million - pooled and non pooled
balance) which is the 50% portion of a pari passu split loan
structure.  The loan is secured by an 237 room full-service hotel
located in West Hollywood, California.  The loan was transferred
to special servicing in May 2010 due to imminent maturity default.
The servicer and borrower are currently negotiating a loan
extension which will be accompanied by a $17 million principal
payment.  RevPAR for the year to date period ending August 2010
was $188.81, up 13% from RevPAR for the same period in 2009 of
$166.69.  However, the property's year to date July 2010 RevPAR is
still 28% below the 2007 RevPAR.  The Los Angeles hotel market has
begun to show improved performance based on the Smith Travel
Research 'US Hotel Industry Performance for the month of August
2010' report.  As of year to date August 2010, the Los Angeles
RevPAR was 7.3% higher than same period in 2009.  Moody's
anticipated the RevPAR for the Mondrian Hotel will increase in
line with the Los Angeles hotel market.  Moody's current loan to
value ratio credit estimate and stressed DSCR are Caa2 and 0.84X,
respectively, compared to Caa1 and 0.95X at last review.


WACHOVIA BANK: Moody's Reviews Ratings on 17 2006-C25 Certs.
------------------------------------------------------------
Moody's Investors Service placed 17 classes of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-C25 on review for possible downgrade:

  -- Cl. A-M, Aaa (sf) Placed Under Review for Possible Downgrade;
     previously on July 26, 2006 Definitive Rating Assigned Aaa
     (sf)

  -- Cl. A-J, A1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to A1 (sf)

  -- Cl. B, A2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to A2 (sf)

  -- Cl. C, A3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to A3 (sf)

  -- Cl. D, Baa1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Baa1 (sf)

  -- Cl. E, Baa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Baa2 (sf)

  -- Cl. F, Baa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Baa3 (sf)

  -- Cl. G, Ba1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Ba1 (sf)

  -- Cl. H, Ba3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Ba3 (sf)

  -- Cl. J, B2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to B2 (sf)

  -- Cl. K, B3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to B3 (sf)

  -- Cl. L, Caa1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Caa1 (sf)

  -- Cl. M, Caa1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Caa1 (sf)

  -- Cl. N, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Caa2 (sf)

  -- Cl. O, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Caa2 (sf)

  -- Cl. P, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Caa3 (sf)

  -- Cl. Q, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Caa3 (sf)

The classes were placed on review for possible downgrade due to
higher expected losses for the pool resulting from realized and
anticipated losses from specially serviced and troubled loans.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated January 16, 2008.

                   Deal And Performance Summary

As of the October 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 8% to $2.64 billion
from $2.86 billion at securitization.  The Certificates are
collateralized by 144 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans representing
44% of the pool.  The pool contains three loans, representing 6%
of the pool, which have investment grade credit estimates.  Three
loans, representing 0.5% of the pool, have defeased and are
collateralized with U.S. Government securities.  Defeasance at
last review represented 1.4% of the pool.

Forty-two loans, representing 34% 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 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.

Two loans have been liquidated from the pool, resulting in an
aggregate realized loss of $1.4 million (7% loss severity
overall).  Eight loans, representing 4% of the pool, are currently
in special servicing.  The master servicer has recognized an
aggregate $43.6 million appraisal reduction for the specially
serviced loans.

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


WACHOVIA BANK: S&P Downgrades Ratings on Class O Certs. to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D (sf)'
from 'CCC- (sf)' on the class O commercial mortgage pass-through
certificate from Wachovia Bank Commercial Mortgage Trust's series
2006-C27, a U.S. commercial mortgage-backed securities
transaction.

The downgrade follows a principal loss to the class, which was
reported in the October 2010 remittance report.  The class O
certificate incurred a loss totaling 5.4% of its $11.6 million
opening certificate balance.  At the same time, the class P
certificate, which S&P downgraded to 'D (sf)' in September 2010
also due to a principal loss, lost the remainder of its
$7.7 million original certificate balance.

According to the October 2010 remittance report, class O's
principal loss resulted from the liquidation of one loan that was
with the special servicer, LNR Partners Inc.  The Shorepark at
Riverlake loan, secured by a 393-unit multifamily property in
Sacramento, Calif., had a total exposure of $40.0 million.  The
loan was transferred to the special servicer in February 2010.
The trust incurred a $6.0 million realized loss when the loan was
resolved through a discounted payoff on Sept. 27, 2010.  Based on
the October 2010 remittance report, the loss severity for this
loan was 15.3% of its current principal balance before
liquidation.

The October 2010 remittance report notes that the collateral pool
for the transaction consisted of 151 loans and three real estate
owned assets with an aggregate trust balance of $2.8 billion, down
from 162 loans totaling $3.1 billion at issuance.  Currently, 11
loans and three REO assets totaling $176.1 million are with the
special servicer.  To date, the trust has experienced losses on
six loans totaling $54.5 million.  Based on the October 2010
remittance report, the weighted average loss severity for these
six loans was approximately 36.8% of their aggregate current
principal balance before liquidation.


WACHOVIA BANK: S&P Withdraws Ratings on 18 2007-ESH Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 18
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2007-ESH, a U.S.
commercial mortgage-backed securities transaction.

The rating withdrawals on all 18 classes reflect the resolution of
the single mortgage loan that served as collateral for the trust
as noted in the most recent October 2010 trustee remittance report
(as of the Oct. 21, 2010 payment date).  The transaction's
certificates were collateralized by a single $4.05 billion
Extended Stay Hotels Inc. mortgage loan secured by 664 extended-
stay hotels, one office building that serves as the headquarters
for ESH, and one vacant land parcel.  The hotel properties, which
total 73,422 rooms, are located in 44 states and two Canadian
provinces.  The loan was resolved following the sale of the
bankrupt ESH hotel chain to Centerbridge Partners L.P., Paulson &
Co.  Inc., and Blackstone Group L.P., which closed on Oct. 8,
2010.  S&P had previously downgraded 14 of the 18 classes to 'D
(sf)' due to recurring interest shortfalls.

Through the Sept. 16, 2010, trustee remittance report, all of the
classes subordinate to class A-3 experienced interest shortfalls
for at least 12 months.  With the exception of classes L and M,
all of these classes received 100% of their accumulated interest
shortfall amounts and outstanding principal balances as of the
most recent October 2010 trustee remittance report.  Classes L and
M incurred principal losses of 71.9% and 100.0%, respectively, of
their original certificate balances.

                        Ratings Withdrawn

              Wachovia Bank Commercial Mortgage Trust
  Commercial mortgage pass-through certificates series 2007-ESH

                                  Rating
                                  ------
                Class          To          From
                -----          --          ----
                A-1            NR          AAA (sf)
                A-2FL          NR          AAA (sf)
                A-2FX          NR          AAA (sf)
                A-3            NR          B (sf)
                A-4FL          NR          D (sf)
                A-4FX          NR          D (sf)
                B              NR          D (sf)
                CFL            NR          D (sf)
                CFX            NR          D (sf)
                D              NR          D (sf)
                E              NR          D (sf)
                F              NR          D (sf)
                G              NR          D (sf)
                H              NR          D (sf)
                J              NR          D (sf)
                K              NR          D (sf)
                L              NR          D (sf)
                M              NR          D (sf)

                          NR -- Not rated.


WELLS FARGO: Fitch Expects to Rate Various Classes of Notes
-----------------------------------------------------------
Fitch Ratings has issued a presale report on Wells Fargo Nank N.A.
commercial mortgage pass-through certificates.

Fitch expects to rate the transaction and assign Loss Severity
ratings, with a Stable Outlook:

  -- $162,000,000 class A-1 'AAAsf/LS1';
  -- $443,253,000 class A-2 'AAAsf/LS1';
  -- $605,253,000* class X-A 'AAAsf';
  -- $22,076,000 class B 'AAsf/LS3';
  -- $31,275,000 class C 'Asf/LS3';
  -- $34,034,000 class D 'BBBsf/LS3';
  -- $13,797,000 class E 'BBB-sf/LS4';
  -- $12,878,000 class F 'Bsf/LS4'.

Fitch does not expect to rate classes X-B and G.

* Notional amount and interest only.

The expected ratings are based on information provided by the
issuer as of Oct. 12, 2010.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 37 loans secured by 59 commercial
properties having an aggregate principal balance of approximately
$736 million as of the cutoff date.  The loans were originated
Wells Fargo Bank, National Association; Bank of America, National
Association; and Basis Real Estate Capital II, LLC.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 76.5% of the properties,
by balance, cash flow analysis of 90.4% of the pool and asset
summary reviews on 96.0% of the pool.

The transaction has a Fitch stressed debt service coverage ratio
of 1.36 times, a Fitch stressed loan-to value of 80.0%, and a
Fitch debt yield of 11.7%.  Fitch's aggregate net cash flow
represents a variance of 8.9% to issuer cash flows and 22.2% below
full-year 2009 performance.  This compares favorably relative to
the average Fitch DSCR and LTV of 1.05x and 110.7% across Fitch
rated conduit transactions in 2007.

The transaction is concentrated by loan and sponsor.  The largest
10 loans account for 64.1% of the pool and the largest 15 account
for 76.6%.  There is no material sponsor concentration across
multiple loans.

The Master Servicer and Special Servicer will be Wells Fargo Bank,
N.A., and Midland Loan Services, Inc., rated 'CMS2-' and 'CSS1',
respectively, by Fitch.


WFCMT 2010-C1: Moody's Assigns Ratings on Nine Securities
---------------------------------------------------------
Moody's Investors Service has assigned provisional to ratings nine
class of CMBS securities, issued by WFCMT 2010-C1, Commercial
Mortgage Pass-Through Certificates, Series 2010-C1.

  -- US$162M Cl. A-1 Certificate, Assigned (P)Aaa (sf)
  -- US$443.253M Cl. A-2 Certificate, Assigned (P)Aaa (sf)
  -- Cl. X-A Certificate, Assigned (P)Aaa (sf)
  -- Cl. X-B Certificate, Assigned (P)Aaa (sf)
  -- US$22.076M Cl. B Certificate, Assigned (P)Aa2 (sf)
  -- US$31.275M Cl. C Certificate, Assigned (P)A2 (sf)
  -- US$34.034M Cl. D Certificate, Assigned (P)Baa3 (sf)
  -- US$13.797M Cl. E Certificate, Assigned (P)Ba2 (sf)
  -- US$12.878M Cl. F Certificate, Assigned (P)B2 (sf)

                        Ratings Rationale

The Certificates are collateralized by 37 fixed rate loans secured
by 59 properties.  The ratings are based on the collateral and the
structure of the transaction.

Moody's CMBS ratings methodology combines both commercial real
estate and structured finance analysis.  Based on commercial real
estate analysis, Moody's determines the credit quality of each
mortgage loan and calculates an expected loss on a loan specific
basis.  Under structured finance, the credit enhancement for each
certificate typically depends on the expected frequency, severity,
and timing of future losses.  Moody's also considers a range of
qualitative issues as well as the transaction's structural and
legal aspects.

The transaction is concentrated relative to previously rated
conduit transactions but inline with previously rated large loan
transactions.  However, eight loans, representing 39.4% of the
pool balance, are secured by multiple properties.  Loans secured
by multiple properties benefit from lower cash flow volatility
given that excess cash flow from one property can be used to
augment another's cash flow to meet debt service requirements.
These loans also benefit from the pooling of equity from each
underlying property.

With respect to property level diversity, the pool's property
level Herfindahl Index is 35.0.  The transaction is very diverse
at the property level relative to previously rated large loan
transactions and inline with previously rated conduit loan
transactions.  Underlying property diversity is an important
factor considered during the ratings process.  Moody's approach to
rating the transaction incorporated a blend of both Moody's
conduit and Moody's large loan rating methodologies.

The credit risk of loans are determined primarily by two factors:
1) Moody's assessment of the probability of default, which is
largely driven by each loan's DSCR, and 2) Moody's assessment of
the severity of loss upon a default, which is largely driven by
each loan's LTV ratio.

The Moody's Trust Stressed DSCR of 1.31X is lower than the 2007
large loan transaction average of 1.63X, but higher than the 2007
conduit transaction average of 0.89X.

Moody's Trust LTV ratio of 80.6% is lower than the 2007 conduit
transaction average of 113.9%, but higher than the 2007 large loan
transaction average of 68.5%.  Moody's Total LTV ratio (inclusive
of subordinated debt) of 83.9% is also considered when analyzing
various stress scenarios for the rated debt.


Moody's analysis employs the excel-based CMBS Conduit Model v2.50
which derives credit enhancement levels based on an aggregation of
adjusted loan level proceeds derived from Moody's loan level DSC
and LTV ratios.  Major adjustments to determining proceeds include
loan structure, property type, sponsorship and diversity.

The V Score for this transaction is assessed as Medium, the same
as the V score assigned to the U.S. Conduit and CMBS sector.  This
reflects typical volatility with respect to the critical
assumptions used in the rating process as well as an average
disclosure of securitization collateral and ongoing performance.

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

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 17%, or 30%, the model-indicated rating for the currently
rated Aaa classes would be Aa1, Aa2, A1, respectively.  Parameter
Sensitivities are not intended to measure how the rating of the
security might migrate over time; rather they are designed to
provide a quantitative calculation of how the initial rating might
change if key input parameters used in the initial rating process
differed.  The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.

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


WIREFREE PARTNERS: Fitch Affirms Rating on Series 2005-1 Notes
--------------------------------------------------------------
Fitch Ratings has affirmed the rating of Wirefree Partners III,
LLC PCS Spectrum lease-backed notes series 2005-1 at 'BB' with a
Negative Outlook.  The Global SF Criteria and U.S. Private SL ABS
Criteria were used to review the transaction.

The notes are backed primarily by leases of Personal
Communications Services spectrum licenses.  The lessees of the
licenses are SprintCom, Inc. and WirelessCo, L.P., two wholly
owned subsidiaries of Sprint Nextel Corporation.

The rating of PCS spectrum lease-backed series 2005-1 notes is
tied to the senior unsecured credit rating of Sprint Nextel.  The
rating action is based on Fitch's affirmation of the unsecured
credit rating of Sprint Nextel and its subsidiaries at 'BB' with a
Negative Outlook.

Wirefree Partners, LLC (not rated by Fitch) is a wireless
broadband service provider formed for the purpose of managing, on
behalf of the issuer, its participation in the Federal
Communication Commission's Auction 58 and its acquired spectrum
leases.  Wirefree Partners, LLC was founded on Nov. 15, 2004 by
the former executives and founders of Sprint PCS affiliate,
AirGate PCS, Inc., and is a private company based in Atlanta.

Fitch affirms the rating with a Negative Outlook on this class of
notes issued from Wirefree Partners III, LLC PCS Spectrum lease-
backed notes series 2005-1:

  -- Series 2005-1 notes at 'BBsf'; Outlook Negative.


WISCONSIN HEALTH: S&P Corrects Rating on Revenue Bonds to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on
Wisconsin Health & Educational Facilities Authority, Wis.' series
2004 adjustable-rate put option revenue bonds (Maranatha Baptist
Bible College), by removing the CreditWatch Negative designation.
The rating is 'BB+'.


* Fitch Affirms Ratings on Rhode Island's Student Loan Notes
------------------------------------------------------------
Fitch Ratings has affirmed the senior student loan notes and
downgraded the subordinate notes issued by Rhode Island Student
Loan Authority, 1993 Master Trust.  The Rating Outlook remains
Stable for the senior notes.  Fitch has assigned a Negative Rating
Outlook to the subordinate notes.

The transaction's most significant risk factor is the interest
rate risk tied to the fixed-rate coupon on the subordinate notes.
The tail end risk is significant as the fixed-rated subordinate
bonds are expected to generate substantial negative spread unless
the short-term interest rates increase considerably.  Therefore,
the ratings on the subordinate notes are downgraded to 'BB' with a
Negative Outlook.

The ratings on the senior notes are affirmed based on the
sufficient level of credit enhancement consisting of
overcollateralization, subordination, and projected minimum excess
spread to cover the applicable risk factor stresses.

Fitch has taken these rating actions:

RISLA 1993 Master Trust

  -- 1994 series A affirmed at 'AAA/LS1'; Outlook Stable;

  -- 1994 series B affirmed at 'AAA/LS1'; Outlook Stable;

  -- 1995 series A affirmed at 'AAA/LS1'; Outlook Stable;

  -- 1994 series II downgraded to 'BB/LS3' from 'AAA/LS3'; Outlook
     Negative;

  -- 1995 series III downgraded to 'BB/LS3'from 'AAA/LS3'; Outlook
     Negative.


* Moody's Affirms Ratings on $3 Mil. Local Housing Transactions
---------------------------------------------------------------
Moody's has affirmed the ratings approximately $3 million of local
housing transactions secured by second mortgages following a
review of the loan portfolio.

For these affirmations, Moody's has determined that current
delinquency, default and foreclosure rates are consistent with
expected delinquency, default and foreclosure rates and fall below
the expected "break-even" default rates for the subordinate bonds
that the second mortgages secure.

1. $250,000 of Nortex Housing Finance Corporation Single Family
   Mortgage Revenue Bonds Series 2006A Class B.  Affirmed Ba1.

2. $125,000 of Permian Basin Regional Housing Finance
   Corporation, TX, Single Family Mortgage Revenue Bonds Series
   2006A-3.  Affirmed Baa3.

3. $410,000 of Southeast Texas Housing Finance Corporation Single
   Family Mortgage Revenue and Refunding Bonds Series 2006 A-3.
   Affirmed Baa3.

4. $250,000 of Southeast Texas Housing Finance Corporation Single
   Family Mortgage Revenue and Refunding Bonds Series 2006 A-2
   Class B.  Affirmed Baa3.

5. $820,000 of Tucson and Pima County Industrial Development
   Authority, AZ, Single Family Mortgage Revenue Bonds Series 2007
   A-2.  Affirmed Ba1.

6. $480,000 of Tucson and Pima County Industrial Development
   Authority, AZ, Single Family Mortgage Revenue Bonds Series 2006
   A-2.  Affirmed Ba3.

These affirmations are based on the determination that a
substantial default of the second mortgages will not result in a
default on the bonds.

1. $430,000 of Orange County Housing Finance Authority, FL,
   Homeowner Revenue Bonds Series 2006A-2.  Affirmed Baa2.

2. $180,000 of Pinellas County Housing Finance Authority, FL
   Single Family Mortgage Revenue Bonds Series 2006 A-2. Confirmed
   Baa2.  The confirmation removes the transaction from Watchlist
   for Possible Downgrade.

3. $20,000 of Pinellas County Housing Finance Authority, FL
   Single Family Mortgage Revenue Bonds Series 2005 A-4. Confirmed
   Baa2.  The confirmation removes the transaction from Watchlist
   for Possible Downgrade.


* S&P Cuts Ratings on 472 Certs. From 322 RMBS Deals to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
on 472 classes of mortgage pass-through certificates from 322 U.S.
residential mortgage-backed securities transactions issued between
2001 and 2008.  In addition, S&P placed two additional ratings on
one of the affected transactions on CreditWatch with negative
implications.

Approximately 82.88% of the defaulted classes were from
transactions backed by Alternative-A or subprime mortgage loan
collateral.  The 472 defaulted classes consisted of these:

* 309 classes from Alt-A transactions (65.33% of all defaults);

* 83 from subprime transactions (17.55%);

* 62 from prime jumbo transactions (13.11%);

* Five from reperforming transactions;

* Four from resecuritized real estate mortgage investment conduit
  (re-REMIC) transactions;

* Two from outside-the-guidelines transactions;

* Two from risk-transfer transactions;

* Two from RMBS document-deficient transactions;

* Two from closed-end second-lien transactions; and

* One from an RMBS seasoned-loan transaction.

The 472 downgrades to 'D (sf)' reflect S&P's assessment of
principal write-downs on the affected classes during recent
remittance periods.  Two of the downgraded classes are bond-
insured by Ambac Assurance Corp. (currently rated 'R').

The CreditWatch placements are on classes that are within a loan
group that includes a class that defaulted from a 'B- (sf)' rating
or higher.  All of the ratings were speculative-grade before the
downgrades, and S&P lowered approximately 99.79% of the ratings
from the 'CCC (sf)' or 'CC (sf)' rating categories.

S&P expects to resolve the CreditWatch placements after S&P
completes its review of the underlying credit enhancement.
Standard & Poor's will continue to monitor its ratings on
securities that experience principal write-downs, and S&P will
adjust the ratings in accordance with S&P's criteria.

                           *********

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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***