TCR_Public/101128.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, November 28, 2010, Vol. 14, No. 330

                            Headlines

ADAMS OUTDOOR: Fitch Issuer Presale Report on 2010-1 Notes
ADAMS OUTDOOR: Moody's Assigns Ratings to $355 Mil. Notes
ALPINE SECURITIZATION: DBRS Confirms Rating for Commercial Paper
ANTHRACITE CDO: Fitch Downgrades Ratings on 10 Classes of Notes
AMERICREDIT AUTOMOBILE: Moody's Puts Ba1 Rating on Class E Notes

AMERICREDIT AUTOMOBILE: S&P Assigns Ratings on Various Classes
ARCAP 2004-1: Fitch Takes Rating Actins on Various Classes
BANC OF AMERICA: S&P Corrects Ratings on Various Classes of Notes
BAYVIEW FINANCIAL: Fitch Downgrades Ratings on Various Classes
BEAR STEARNS: Fitch Downgrades Ratings on 12 2006-TOP22 Certs.

CALIFORNIA RURAL: S&P Gives Negative Outlook; Affirms 'B' Rating
CAPITAL ONE: Moody's Upgrades Ratings on Two Tranches
CAPITALSOURCE COMMERCIAL: Moody's Ups Rating Class D Notes to Ba2
CELERITY CLO: Moody's Ups Rating on US$16MM Class D Notes to B1
CHEVY CHASE: Moody's Downgrades Ratings on 95 Tranches

CITIGROUP COMMERCIAL: Fitch Cuts Ratings on 14 2006-C4 Certs.
CITIGROUP MORTGAGE: Moody's Downgrades Ratings on 133 Tranches
CLAREGOLD TRUST: DBRS Upgrades Class F Rating From 'BB' to 'BBB'
COMM 2010-C1: Moody's Assigns Ratings on Various 2010-C1 Certs.
COMM MORTGAGE: Fitch Downgrades Ratings on 15 2006-C8 Certs.

CORPORATE BACKED: S&P Raises Ratings on Class A-1 to 'BB'
CREDIT AND REPACKAGED: S&P Withdraws Ratings on 2007-18 Notes
CREDIT SUISSE: S&P Downgrades Rating on Class M Certs. to 'D'
CREDIT SUISSE: S&P Raises Ratings on 2006-K1 Certificates
CSAB MORTGAGE-BACKED: Moody's Downgrades Ratings on 75 Tranches

CWALT INC: Moody's Downgrades Ratings on 272 Tranches
FIRST HORIZON: Moody's Downgrades Ratings on Six Tranches
G-FORCE CDO: Fitch Takes Rating Actions on Various Classes
GE CAPITAL: Moody's Takes Rating Actions on Various Classes
GE COMMERCIAL: Moody's Upgrades Ratings on Two 2004-C1 Certs.

GREENWICH CAPITAL: S&P Downgrades Ratings on 2003-C2 Securities
HARBORVIEW MORTGAGE: Moody's Downgrades Ratings on 12 Tranches
HP COMMUNITIES: S&P Cuts Rating on Series 2008C Bond to 'BB'
INDYMAC RESIDENTIAL: Moody's Downgrades Ratings on Four Tranches
JP MORGAN: Fitch Downgrades Ratings on 17 2008-C2 Certs.

JP MORGAN: S&P Raises Ratings on Four Classes of 2005-FL1 Certs.
KODIAK CDO: Moody's Cuts Rating on US$30MM Class C Notes to C (sf)
LB-UBS COMMERCIAL: Fitch Downgrades Ratings on 12 2005-C2 Certs.
LB-UBS COMMERCIAL: Moody's Downgrades Ratings on 17 2008-C1 Certs.
LB-UBS COMMERCIAL: Moody's Downgrades Ratings on Six Classes

LEHMAN XS: Moody's Downgrades Ratings on 161 Tranches
MERRILL LYNCH: Moody's Downgrades Ratings on 18 2008-C1 Certs.
MERRILL LYNCH: Moody's Upgrades Ratings on Three Classes of Notes
ML-CFC COMMERCIAL: Moody's Cuts Ratings on Eight 2007-6 Notes
ML-CFC COMMERCIAL: Moody's Downgrades Ratings on Seven Certs.

MORGAN STANLEY: Fitch Downgrades Ratings on Nine 2006-IQ11 Certs.
MORGAN STANLEY: Fitch Downgrades Ratings on 14 2006-TOP23 Certs.
MORGAN STANLEY: Moody's Upgrades Ratings on Two 2002-TOP 7 Certs.
MORGAN STANLEY: Moody's Cuts Ratings on Seven 2003-IQ4 Certs.
MORGAN STANLEY: Moody's Affirms Ratings on 15 2004-HQ3 Certs.

MORGAN STANLEY: Moody's Reviews Ratings on 15 2006-HQ10 Certs.
MORGAN STANLEY: Moody's Downgrades Ratings on 15 2007-TOP25 Certs.
MORGAN STANLEY: Moody's Takes Rating Actions on 2007-HQ11 Notes
MORGAN STANLEY: Moody's Takes Rating Actions on 2002-HQ Certs.
MORGAN STANLEY: S&P Puts 'B-' Rating to $3 Mil. 2006-8 Notes

NON-PROFIT PREFERRED: Moody's Cuts Class D Certs. Rating to Caa2
NORTH STREET: Moody's Ups Ratings on Class D & E Notes to Low-B
PALISADES MEDICAL: Fitch Withdraws 'BB+' Ratings on Bonds
PHILADELPHIA SCHOOL: Moody's Puts 'Ba1' Rating on Various Bonds
PREFERRED TERM: Moody's Cuts Ratings on 3 Notes to C (sf)

PREFERRED TERM: Moody's Junks Rating on Mezzanine Notes From 'Ba3'
PRETSL COMBINATION: Moody's Cuts Rating on P XIX-4 Certs. to Ca
PRETSL COMBINATION: Moody's Cuts US$7,715,000 Certs. Rating to Ca
SEAWALL PLC: S&P Withdraws 'CCC-' Rating to 2007-1 D2 Notes
SECURITIZED PRODUCT: S&P Downgrades Ratings on Various Notes

SKYTOP CLO: S&P Raises Rating on Class C Notes to CCC+ (sf
STRUCTURED ADJUSTABLE: Moody's Cuts Ratings on 22 Tranches
TPREF FUNDING: Moody's Downgrades Ratings on Class B Notes to 'Ca'
TROPIC CDO: Moody's Cuts Ratings on 5 Notes to C (sf)
TROPIC CDO: Moody's Junks Rating on Class A-3L Notes From 'B3'

VEER CASH: S&P Raises Ratings on Various Classes of Notes
WACHOVIA BANK: Moody's Downgrades Ratings on 17 2007-C33 Certs.
WACHOVIA BANK: Moody's Reviews Ratings on 17 2007-C34 Certs.
WASHINGTON MUTUAL: Fitch Affirms BB-sf/LS3 Rating on 2005-D2 Notes
WELLS FARGO: Fitch Rates Carious Series 2010-C1 Certificates

WESTCHESTER CLO: Moody's Ups Rating on Class A-1-B Notes to Ba1
WFCMT 2010-C1: Moody's Assigns Ratings on Nine Classes of CMBS

* Moody's Reviews Ratings on Tranches From Nine Rental Car Notes
* S&P Downgrades Ratings on 27 Tranches From 17 CDO Transactions
* S&P Puts Ratings on 25 Tranches From 19 Corporate-Backed CDOs

                            *********

ADAMS OUTDOOR: Fitch Issuer Presale Report on 2010-1 Notes
----------------------------------------------------------
Fitch Ratings has issued a presale report on Adams Outdoor
Advertising LP Secured Billboard Revenue Notes, series 2010-1.

Fitch expects to rate the transaction:

  -- $253,750,000 class A notes, 'Asf', Outlook Stable;
  -- $44,000,000 class B notes, 'BBBsf', Outlook Stable;
  -- $57,250,000 class C notes, 'BBsf', Outlook Stable.

The transaction represents a securitization in the form of notes
backed by 4,928 outdoor advertising structures, with 10,172
billboard faces and 342 other advertising displays.

The transaction is expected to close Dec. 3, 2010.


ADAMS OUTDOOR: Moody's Assigns Ratings to $355 Mil. Notes
---------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
$355 million of Secured Billboard Revenue Notes to be issued by
Adams Outdoor Advertising Limited Partnership, an indirect wholly
owned subsidiary of AOA Management Company Limited Partnership.
The Notes will be collateralized primarily by 10,172 billboard
faces and associated assets and rights.  The Class A Notes
partially amortize over a seven year period while the other
classes of notes are interest only for seven years.  At the
payment date in December 2017 (the Anticipated Repayment Date or
ARD), if the Notes have not been repaid in full then available
cash flow will be applied to repay each class in full, in
alphabetic order.  The legal final maturity for the Notes is
December 2040.

The complete rating action is:

Issuer: Adams Outdoor Advertising Limited Partnership

  -- $253,750,000 Class A Fixed Rate Secured Billboard Revenue
     Notes, Series 2010-1, rated (P) A2 (sf)

  -- $44,000,000 Class B Fixed Rate Secured Billboard Revenue
     Notes, Series 2010-1, rated (P) Ba2 (sf)

  -- $57,250,000 Class C Fixed Rate Secured Billboard Revenue
     Notes, Series 2010-1, rated (P) B3 (sf)

                        Ratings Rationale

The provisional ratings of the Notes are derived from an
assessment of the present value of the net cash flow that the pool
is anticipated to generate from the collateral pool, compared to
the cumulative debt being issued at each rating category.  The
collateral for the Notes will consist primarily of 10,172
billboards which are associated with 4,928 outdoor advertising
structures and related permits, licenses, ground leases, and
parcels of real estate on which the structures are located.  As of
September 30, 2010, the billboard portfolio generated over
$98,000,000 in trailing twelve month revenue with an operating
margin of approximately 61%.

The primary risks for the collateral are overall economic
conditions which correlate with spending by advertisers, and the
competitiveness of billboards as an advertising medium against
alternative advertising mediums.  The Issuer focuses its
operations on providing outdoor advertising services to
advertisers in non-major markets.  The Issuer's billboards are
located across 12 markets spanning 11 states and 133 counties in
the Midwest, Southeast and Mid-Atlantic States.  The three largest
markets by percentage of the Issuer's total revenue are Charlotte,
NC (~22.3%), Lehigh Valley, PA (~11.9%) and Charleston, SC
(~10.9%).  In each of the 12 markets, the Issuer is a leading, if
not dominant, provider of billboard advertising services with an
average 82% market share based on face count.  In addition, the
Issuer significant federal, state and local regulations limit
restrict construction of new billboards, limiting prospective
competition.  Finally, Moody's would like to note that while this
pool is not nationally diversified Moody's view it as fairly fully
diversified given the number of billboard and the diverse
geographic footprint of the assets.

Moody's assessed asset value for the portfolio is approximately
$404 million.  Based on Moody's assessed asset value, the Class A
notes have an LTV ratio of approximately 62.75%, the Class B notes
have an LTV ratio of approximately 73.6% and the Class C notes
have an LTV ratio of approximately 87.8%.

Note that the Issuer is expected to refinance the Notes at or
prior to the ARD.  However, Moody's ratings do not assume or place
any likelihood on such event; instead the rating addresses
repayment by the legal final maturity.

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.

Finally, it should be noted that Moody's ratings address only the
credit risks associated with the transaction.  Other non-credit
risks, such as those associated with repayment on the anticipated
repayment date, the timing of any principal prepayments, the
payment of prepayment penalties and the payment of Post-ARD
additional interest have not been addressed and may have a
significant effect on yield to investors.

           Moody's V-Score And Parameter Sensitivities

Moody's V Score.  The V Score for this transaction is Medium/High.
The V Score indicates below "Average" structure complexity and
uncertainty about critical assumptions.  The Medium/High score for
this transaction is driven by a variety of factors.  This is the
first billboard-backed securitization rated by Moody's.  As such
Moody's have neither historical performance variability nor
historical downgrade rates.  Nevertheless, the issuer provided in
depth historical data which included more than fifteen years of
revenue performance drivers for each of the Issuer's twelve
markets, and almost ten years of expenses break down.  In
addition, the issuer has disclosed many relevant characteristics
for the securitized pool.  Additionally, noteholders are protected
only through UCC filing on the assets and pledge of the equity of
the SPEs, and do not benefit from mortgages on the real property
assets.  The absence of mortgages is a weakness.  Finally, The
servicer of the notes will be Midland Loan Services, Inc., wholly
owned subsidiary of PNC Bank, National Association (A2).  While
Midland is highly experienced with servicing securitizations, it
has very limited experience with servicing billboard-backed
transactions.

Moody's Parameter Sensitivities.  In the ratings analysis Moody's
use various assumptions to assess the present value of the net
cash flow that the billboard pool is anticipated to generate.
Based on these cash flows, the quality of the collateral and the
transaction's structure, the total amount of debt that can be
issued at a given rating level is determined.  Hence, a material
change in the assessed net present value could result in a change
in the ratings.  Therefore Moody's focus on the sensitivity to
this variable in the parameter sensitivity analysis.  For the
Class A notes, if the net cash flows that the billboard pool is
anticipated to generate is reduced by 5%, 10% and 15% compared to
the net cash flows used in determining the initial rating, the
potential model-indicated ratings would change from (P)A2 (sf) to
(P)A3, (P)Baa1, and (P)Baa2, respectively.  For the Class B notes,
if the net cash flows that the billboard pool is anticipated to
generate is reduced by 5%, 10% and 15% compared to the net cash
flows used in determining the initial rating, the potential model-
indicated ratings would change from (P)Ba2 (sf) to (P)Ba3, (P)B1,
and (P)B2, respectively.  For the Class C notes, if the net cash
flows that the billboard pool is anticipated to generate is
reduced by 5%, 10% and 15% compared to the net cash flows used in
determining the initial rating, the potential model-indicated
ratings would change from (P)B3 (sf) to (P)
                  Principal Ratings Methodology

Other methodologies and factors that may have been considered in
the process of rating this issue can also be found in the Rating
Methodologies sub-directory on Moody's website.

In broad terms, Moody's first assign a value to the assets
(Moody's value) and then determine the amount of debt that can be
issued against those assets at a given rating level with reference
to a loan-to-value table.  In doing so, Moody's factor in
adjustments based on the results of Moody's qualitative assessment
of the transaction characteristics, from strength of legal
structure to operational risk to security repayment terms.
Moody's asset value is calculated by first simulating an annual
net cash flow based on projections for revenue minus the sum of
operating expenses, management fees, and maintenance capital
expenses.  Moody's also simulate two stresses, one in which the
Manager defaults and one that accounts for industry down-cycles.
The asset value is the discounted value of 30 years of annual cash
flow plus a terminal value.

In detail, Moody's develops its analysis.  Moody's assesses the
historical operating performance of the Issuer and evaluates and
analyzes comparable public company data and market information
from various third party sources.  Emphasis is placed on analyzing
expense components as well as future revenue growth potential for
the sector in general and for the Issuer in particular.  To
calculate the value of the entire portfolio, Moody's conducted a
scenario based cash flow simulation analysis using the portfolio's
annualized data as of June 30, 2010 and historical financials.
Moody's simulated the revenue for eleven markets (Moody's treated
Ann Arbor and Lansing as one market).  For each market Moody's
simulated the revenue for each type of billboard (i.e. posters,
bulletin and digital) and added those to generate the total
revenue for each market.  Moody's then added all those revenues to
come up with the overall revenue for the pool each year.  In
Moody's simulation, Moody's assumed that the price per face for
each type of billboard is constant at the current price, which
itself represents a stress level in comparison to where prices
were in 2007 and 2008.  Moody's also assumed that the number of
faces for each type of billboard remains constant at current
levels.  Historically, the fluctuation in the number of faces has
been relatively small.  The utilization rate assumptions provide
the variability in Moody's revenue model; Moody's used a
triangular distribution based on the calculated average, maximum
and minimum utilization rate produced in each market for each type
of billboard over a period of up to seventeen years.  For
instance, for Charlotte, NC posters Moody's used a minimum
utilization rate per year of 60%, an average utilization rate of
69%, and a maximum utilization rate of 78%.  In addition, assuming
that long-term growth in revenue should generally track GDP
growth, Moody's assumed that revenues escalate according to a
triangular distribution with a minimum increase per year of 1.5%,
an average increase of 2.5%, and a maximum increase of 3.5%.
Analysis was also done on the potential impact on revenues should
the Manager default or if a recession were to occur.  Moody's
simulated the default of the Manager based on its credit
worthiness.  In the event of a Manager default, Moody's assume
that revenue will decline to 60% of pre-default levels in the year
following the default, recover to 80% of pre-default levels in the
second year following the default, and revert to 100% of pre-
default levels in the third year following the Manager default.
The assumption stems from Moody's expectation that at the time of
a Manager default there are advertising contracts in place and
that a replacement manager will eventually be found and be able to
utilize the assets in the same efficiency as the initial Manager.
To account for the possibility of an economic downturn Moody's
simulate down-cycle scenarios.  Moody's assume a 20% probability
of occurrence and when a down cycle occurs, Moody's haircut the
revenue by 20%.  Historically, on static asset pools, the outdoor
advertising sector has experienced a decline in revenue every five
years on average, with the magnitude of such decline in those
years ranging between 5% and 25%.  On the expense side of the
asset value calculation, Moody's separately incorporated operating
expenses, management fees, and maintenance capital expenses.  The
historical operating expenses for the portfolio were relatively
stable (based on dollar amount).  However, in Moody's analysis
Moody's incorporated higher levels and higher volatility, which
were generally consistent with the current and historical
performance of other outdoor advertising companies.  Based on that
Moody's assumed operating expenses as percentage of revenue to
vary at a triangular distribution of (42%, 45%, 50%).
Historically, maintenance capital expenses were relatively stable
(based on a dollar amount) and accounted for very small portion of
the revenue.  Based on that, Moody's assumed maintenance capital
expenses as a percentage of the revenue to vary at a triangular
distribution centering around 1.3%.  Finally, for management fee
Moody's used the contractual obligation of the Issuer: the higher
of 5% of revenue or $6.1 million per annum.  In conjunction to the
revenue and expense stresses, Moody's applied a series of
different discount rates based on the riskiness of the future cash
flow stream.  Discount rates used varied between 10% and 13%.

Based on the above assumptions, Moody's assessed asset value for
the portfolio is approximately $404 million.  From this number
ratings can be determined at varying Loan-to-Values (LTVs) based
on these levels: for Aaa ratings LTV ranges between 30% and 41%,
for Aa2 ratings LTV ranges between 39% and 49%, for A2 ratings LTV
ranges between 48% and 57%, for Baa2 ratings LTV ranges between
57% and 63% , for Ba2 ratings LTV ranges between 71% and 75%, and
for Ba3 and below ratings LTV is =76% The above LTV ranges are
based on a "typical" transaction structure.  The advanced levels
may be adjusted upward or downward based on the specific
characteristics of a transaction.

Based on the foregoing, and given the structure of the proposed
transaction, adjustments were made to the total amount of debt
that can be issued at the requested rating levels as a result of
certain transaction features.  In particular, the Class A benefits
from scheduled principal amortization totaling $56 million prior
to the ARD; such amortization will reduce Class A's LTV over such
period of time.  The scheduled payments to the Class A Notes also
benefit, indirectly, the Class B and Class C Notes by reducing the
overall debt associated with the pool of assets.  Additionally,
the Class A Notes account for a much larger percentage of the
total debt outstanding compared to the "typical" assumed
transaction at its ratings level.  Therefore the Class A has lower
severity of loss risk compared to the "typical" assumed
transaction.  The Class B and Class C are also somewhat larger
than the "typical" assumed subordinated class and also have
somewhat lower severity of loss compared to the "typical" assumed
subordinated tranches.  As a result, Moody's was comfortable with
somewhat higher LTVs than would otherwise have been the case.


ALPINE SECURITIZATION: DBRS Confirms Rating for Commercial Paper
----------------------------------------------------------------
DBRS has confirmed the rating of R-1 (high) (sf) for the Commercial
Paper (CP) issued by Alpine Securitization Corp. (Alpine), an asset-
backed commercial paper (ABCP) vehicle administered by Credit Suisse,
New York branch.  In addition, DBRS has confirmed the ratings and
revised the tranche sizes of the aggregate liquidity facilities (the
Liquidity) provided to Alpine by Credit Suisse.

The $ 6,761,718,989 aggregate liquidity facilities are tranched as:

  -- $6,415,379,685 rated AAA (sf)
  -- $66,373,034 rated AA (sf)
  -- $47,524,066 rated A (sf)
  -- $65,523,762 rated BBB (sf)
  -- $62,998,259 rated BB (sf)
  -- $22,401,575 rated B (sf)
  -- $81,518,608 unrated (sf)

The ratings are based on July 31, 2010 data.

The CP rating reflects the AAA credit quality of Alpine's asset
portfolio. The updated credit quality aspect of the CP rating is based
on both the portfolio of assets and the available program-wide credit
enhancement (PWCE).  The rationale for the CP rating is based on the
updated AAA credit quality assessment as well as DBRS' prior and ongoing
review of legal, operational and liquidity risks associated with
Alpine's overall risk profile.

The ratings assigned to the Liquidity reflect the credit quality of
Alpine's asset portfolio based on an analysis that assesses each
transaction to a term standard.  The tranching of the Liquidity reflects
the credit risk of the portfolio at each rating level.  The tranche
sizes are expected to vary each month based on changes in portfolio
composition.

For Alpine, both the CP and the Liquidity ratings use DBRS' simulation
methodology, which was developed to analyze diverse ABCP conduit
portfolios.  This analysis uses the DBRS CDO Toolbox simulation model,
with adjustments to reflect the unique structure of an ABCP conduit and
its underlying assets.  DBRS determines attachment points for risk based
on an analysis of the portfolio and models the portfolio based on key
inputs such as asset ratings, asset tenors and recovery rates.  The
attachment points determine the portion of the exposure rated AAA, AA, A
through B as well as unrated.

DBRS models the portfolio on an ongoing basis to reflect changes in
Alpine's portfolio composition and credit quality.  The rating results
are updated and posted on the DBRS website.


ANTHRACITE CDO: Fitch Downgrades Ratings on 10 Classes of Notes
---------------------------------------------------------------
Fitch Ratings has downgraded 10 and affirmed two classes issued by
Anthracite CDO III Ltd./Corp. as a result of increased interest
shortfalls and continued negative credit migration of the
underlying collateral.

Since Fitch's last rating action in July 2010, approximately 18.3%
of the portfolio has been downgraded, and 3.4% is currently on
Rating Watch Negative.  Approximately 60.7% has a Fitch derived
rating below investment grade and 33.5% has a rating in the 'CCC'
rating category or lower, compared to 54.3% and 24.2%,
respectively, at last review.  As of the Oct. 21, 2010 trustee
report, 22.9% of the portfolio is experiencing interest
shortfalls, compared to 8.3% at last review.  The class A notes
have paid down $50.5 million since issuance.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model for projecting future default levels
for the underlying portfolio.  The default levels were then
compared to the breakeven levels generated by Fitch's cash flow
model of the CDO under the various default timing and interest
rate stress scenarios, as described in the report 'Global Criteria
for Cash Flow Analysis in Corporate CDOs'.  Based on this
analysis, the class A through C notes' breakeven rates are
generally consistent with the ratings assigned below.

For the class D through H notes, Fitch analyzed each class'
sensitivity to the default of the distressed assets ('CCC' and
below).  Given the high probability of default of the underlying
assets and the expected limited recovery prospects upon default,
the class D and E notes have been downgraded and affirmed at 'CC',
respectively.  Additionally, the class F through H notes have been
downgraded to 'C', indicating default is inevitable.  All
overcollateralization and interest coverage tests are passing
their respective covenants.

The Negative Rating Outlook on the class A and B notes reflects
Fitch's expectation that underlying CMBS loans will continue to
face refinance risk.  The LS rating indicates a tranche's
potential loss severity given default, as evidenced by the ratio
of tranche size to the base-case loss expectation for the
collateral, as explained in 'Criteria for Structured Finance Loss
Severity Ratings'.  The LS rating should always be considered in
conjunction with the probability of default for tranches.  Fitch
does not assign LS ratings or Outlooks to classes rated 'CCC' and
below.

Anthracite CDO III is a collateralized debt obligation that closed
on March 30, 2004.  Currently, the portfolio is composed of 71.7%
commercial mortgage backed securities, 17.5% CMBS rake bonds or
credit tenant leases classified as commercial real estate loans,
and 10.9% real estate investment trusts.

Fitch has downgraded these classes:

  -- $161,889,875 class A notes to 'BBsf/LS4' from 'Asf/LS3';
     Outlook Negative;

  -- $27,000,000 class B-FL notes to 'Bsf/LS5' from 'BBBsf/LS5';
     Outlook Negative;

  -- $14,384,000 class B-FX notes to 'Bsf/LS5' from 'BBBsf/LS5';
     Outlook Negative;

  -- $24,727,000 class C-FL notes to 'CCCsf' from 'BBsf/LS5';

  -- $2,500,000 class C-FX notes to 'CCCsf' from 'BBsf/LS5';

  -- $13,959,000 class D-FL notes to 'CCsf' from 'Bsf/LS5';

  -- $10,000,000 class D-FX notes to 'CCsf' from 'Bsf/LS5';

  -- $22,871,000 class F notes to 'Csf' from 'CCsf';

  -- $7,623,000 class G notes to 'Csf' from 'CCsf';

  -- $13,069,000 class H notes to 'Csf' from 'CCsf'.

Fitch has affirmed these classes:

  -- $10,600,000 class E-FL notes at 'CCsf';
  -- $26,427,000 class E-FX notes at 'CCsf'.


AMERICREDIT AUTOMOBILE: Moody's Puts Ba1 Rating on Class E Notes
----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
notes to be issued by AmeriCredit Automobile Receivables Trust
2010-4.  This is the sixth overall and fourth senior/subordinated
transaction of the year for AmeriCredit Financial Services, Inc.

The complete rating actions are:

Issuer: AmeriCredit Automobile Receivables Trust 2010-4

  -- Class A-1 Notes, rated Prime-1 (sf);
  -- Class A-2 Notes, rated Aaa (sf);
  -- Class A-3 Notes, rated Aaa (sf);
  -- Class B Notes, rated Aa1 (sf);
  -- Class C Notes, rated Aa3 (sf);
  -- Class D Notes, rated Baa1 (sf);
  -- Class E Notes, rated Ba1 (sf);

                        Ratings Rationale

Moody's said the ratings are based on the quality of the
underlying auto loans and their expected performance, the strength
of the structure, the availability of excess spread over the life
of the transaction, the experience and expertise of AmeriCredit
Financial Services, Inc. as servicer, and the backup servicing
arrangement with Aa2-rated Wells Fargo Bank, N.A.

Moody's median cumulative net loss expectation for the AMCAR 2010-
4 pool is 11.5% and total credit enhancement required to achieve
Aaa rating (i.e. Aaa proxy) is 40.0%.  The loss expectation was
based on an analysis of AmeriCredit's portfolio vintage
performance as well as performance of past securitizations, and
current expectations for future economic conditions.

The Assumption Volatility Score for this transaction is Low/Medium
versus a Medium for the sector.  This is driven by the a
Low/Medium assessment for Governance due to the strong back-up
servicing arrangement present in this transaction in addition to
the size and strength of AmeriCredit's servicing platform.

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

Moody's Parameter Sensitivities: If the net loss used in
determining the initial rating were changed to 20%, 25% or 35.0%,
the initial model output for the Class A notes might change from
Aaa to Aa1, Aa2, and A2, respectively; Class B notes might change
from Aa1 to A3, Baa3, and below B2, respectively; Class C notes
might change from Aa3 to Ba1, B3, and below B3, respectively;
Class D notes might change from Baa1 to below B3 in all three
scenarios; and Class E notes might change from Ba1 to below B3 in
all three scenarios.

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

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


AMERICREDIT AUTOMOBILE: S&P Assigns Ratings on Various Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
AmeriCredit Automobile Receivables Trust 2010-4's $682.546 million
automobile receivables-backed notes.

The ratings reflect S&P's view of:

* The availability of approximately 44.0%, 38.9%, 31.8%, 25.4%,
  and 22.9% credit support for the class A, B, C, D, and E notes,
  respectively (based on stressed cash flow scenarios, including
  excess spread).  These credit support levels provide coverage of
  more than 3.50x, 3.00x, 2.55x, 1.75x, and 1.50x S&P's 11.75%-
  12.25% expected cumulative net loss range for the class A, B, C,
  D, and E notes, respectively.  These credit support levels are
  commensurate with the assigned 'AAA (sf)', 'AA (sf)', 'A+ (sf)',
  'BBB (sf)', and 'BB (sf)' ratings on the class A, B, C, D, and E
  notes, respectively.

* S&P's expectation that under a moderate, or 'BBB', stress
  scenario, the ratings on the class A, B, and C notes would not
  decline by more than one rating category (all else being equal).
  This is consistent with S&P's rating stability criteria for the
  'AAA (sf)' and 'AA (sf)' rated notes, which permits a one-
  category downgrade, and slightly superior to S&P's minimum
  rating stability criteria for the 'A+ (sf)' rated notes, which
  permits a two-category downgrade.

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

* The timely interest and ultimate principal payments made under
  the stressed cash flow modeling scenarios, which are consistent
  with the assigned ratings.  The collateral characteristics of
  the securitized pool of subprime automobile loans.

* AmeriCredit Corp.'s extensive securitization performance history
  going back to 1994.

* The transaction's payment and legal structures.

                         Ratings Assigned

         AmeriCredit Automobile Receivables Trust 2010-4

                                                Interest       Amount
    Class       Rating          Type            rate           (mil. $)
    -----       ------          ----            --------       --------
    A-1         A-1+ (sf)       Senior          Fixed           182.800
    A-2         AAA (sf)        Senior          Fixed           223.000
    A-3         AAA (sf)        Senior          Fixed            90.327
    B           AA (sf)         Subordinate     Fixed            53.846
    C           A+ (sf)         Subordinate     Fixed            66.843
    D           BBB (sf)        Subordinate     Fixed            65.730
    E*          BB (sf)         Subordinate     Fixed            17.454

* The class E notes are privately placed and are not included in
  the publicly offered amount.


ARCAP 2004-1: Fitch Takes Rating Actins on Various Classes
----------------------------------------------------------
Fitch Ratings has downgraded one and affirmed nine classes of
ARCap 2004-1 Resecuritization Trust.  The actions are a result of
continued negative credit migration within the portfolio.

Since Fitch's last rating action in May 2010, approximately 36.1%
of the portfolio has been downgraded.  Currently, 96.8% has a
Fitch derived rating below investment grade and 44.8% has a rating
in the 'CCC' rating category or lower, compared to 95.8% and
28.9%, respectively, at last review.  As of the Oct. 25, 2010
trustee report, approximately 28% of the collateral is
experiencing interest shortfalls.  Further, the transaction has
experienced $12.2 million in principal losses and $2.6 million in
paydowns since the last review.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model for projecting future default levels
for the underlying portfolio.  The default levels were then
compared to the breakeven levels generated by Fitch's cash flow
model of the CDO under the various default timing and interest
rate stress scenarios, as described in the report 'Global Criteria
for Cash Flow Analysis in Corporate CDOs'.  Based on this
analysis, the class A through D notes' breakeven rates are
generally consistent with the ratings assigned below.  For the
class E through K notes, Fitch analyzed each class' sensitivity to
the default of assets experiencing interest shortfalls and/or
distressed ('CCC' and below), given the limited expected recovery
prospects of these assets upon default.

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

ARCAP 2004-1 is backed by 62 tranches from 16 CMBS transactions
and is considered a CMBS B-piece resecuritization (also referred
to as first loss CRE CDO/ReREMIC) as it includes the most junior
bonds of CMBS transactions.  The transaction closed April 19,
2004.

Fitch has taken these actions:

  -- $50,995,534 class A notes affirmed at 'BBBsf/LS5'; Outlook
     Negative;

  -- $30,600,000 class B notes affirmed at 'BBsf/LS5'; Outlook
     Negative;

  -- $26,500,000 class C notes affirmed at 'Bsf/LS5'; Outlook
     Negative;

  -- $8,500,000 class D notes affirmed at 'Bsf/LS5'; Outlook
     Negative;

  -- $30,700,000 class E notes affirmed at 'CCCsf';

  -- $13,600,000 class F notes affirmed at 'CCCsf';

  -- $36,000,000 class G notes affirmed at 'CCsf';

  -- $13,000,000 class H notes downgraded to 'Csf' from 'CCsf';

  -- $31,500,000 class J notes affirmed at 'Csf';

  -- $20,500,000 class K notes affirmed at 'Csf'.


BANC OF AMERICA: S&P Corrects Ratings on Various Classes of Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on
classes A-5B, A-1A, A-J, B, C, D, and E from Banc of America
Commercial Mortgage Inc.'s series 2005-4 by lowering them.  This
transaction is partly collateralized by the Pacific Arts Plaza and
Sotheby's Building loans, which are both pari passu.  Due to an
error, S&P did not make adjustments to properly align net cash
flow with the in-trust debt amounts at the time of S&P's August
2009 review.  The revised loss severity under S&P's 'AAA' scenario
is now 37.4%.

In addition to the ratings corrections, S&P placed its ratings on
the above-referenced classes, as well as classes A-5A and F, on
CreditWatch negative due to weakening collateral performance.  S&P
used current property cash flows from the master servicer's
monthly reporting files in S&P's analysis.  S&P also used
currently reported valuations for 12 specially serviced loans
($200.4 million, 14.5%), including the previously mentioned
Pacific Arts Plaza loan ($110.0 million, 8.0%).  Based on servicer
reported numbers, 49% of the loans, by balance, reported
deteriorated NCF since S&P's Aug. 3, 2009, review.  The average
NCF decline is 16.3%.  Once S&P finalize its updated analysis, S&P
will resolve the CreditWatch placements and effectuate rating
changes as needed.

       Ratings Corrected And Placed On Creditwatch Negative

     Banc of America Commercial Mortgage Inc.'s series 2005-4
          Commercial mortgage pass-through certificates

                  Rating
                  ------
  Class    To                       From           Credit Enhancement (%)
  -----    --                       ----           ----------------------
A-5B       A (sf)/Watch Neg         AA (sf)                        22.67
A-1A       A (sf)/Watch Neg         AAA (sf)                       22.67
A-J        BBB+ (sf)/Watch Neg      A (sf)                         15.63
B          BBB (sf)/Watch Neg       A- (sf)                        13.32
C          BBB- (sf)/Watch Neg      BBB+ (sf)                      12.17
D          BB+ (sf)/Watch Neg       BBB (sf)                       10.02
E          BB (sf)/Watch Neg        BBB- (sf)                       8.72

              Ratings Placed On Creditwatch Negative

                   Rating
                   ------
  Class   To                  From          Credit Enhancement (%)
  -----   --                  ----          ----------------------
A-5A    AAA (sf)/Watch Neg  AAA (sf)                         32.34
F       B- (sf)/Watch Neg   B- (sf)                           7.28


BAYVIEW FINANCIAL: Fitch Downgrades Ratings on Various Classes
--------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative all classes of Bayview Financial Revolving Asset Trust
2005-A and 2005-E:

Bayview Financial Revolving Asset Trust 2005-A

  -- Class A1 (073250BM3) to 'BBsf' from 'AAAsf'; Outlook
     Negative;

  -- Class A2A (073250BN1) to 'BBsf' from 'AAAsf'; Outlook
     Negative;

  -- Class A2B (073250BP6) to 'Bsf' from 'AAAsf'; Outlook
     Negative;

  -- Class M1 (073250BQ4) to 'CCCsf/RR2' from 'AAsf';

  -- Class M2 (073250BR2) to 'CCsf/RR3' from 'Asf';

  -- Class M3 (073250BS0) to 'CCsf/RR3' from 'A-sf';

  -- Class B1 (073250BT8) to 'Csf/RR4' from 'BBB+sf';

  -- Class B2 (073250BU5) to 'Csf/RR4' from 'BBB'.

Bayview Financial Revolving Asset Trust 2005-E

  -- Class A1 (073250BV3) to 'BBsf' from 'AAAsf'; Outlook
     Negative;

  -- Class A2A (073250CB6) to 'BBsf' from 'AAAsf'; Outlook
     Negative;

  -- Class A2B (073250CC4) to 'Bsf' from 'AAAsf'; Outlook
     Negative;

  -- Class M1 (073250BW1) to 'CCCsf/RR3' from 'AAsf';

  -- Class M2 (073250BX9) to 'CCsf/RR3' from 'Asf';

  -- Class M3 (073250BY7) to 'CCsf/RR4' from 'A-sf';

  -- Class B1 (073250BZ4) to 'Csf/RR4' from 'BBB+sf';

  -- Class B2 (073250CA8) to 'Csf/RR5' from 'BBB'.

Bayview Financial Revolving Asset Trust 2005-A and 2005-B are
revolving trusts that allowed for the addition or removal of
collateral for four years following the closing date (the
revolving period).  Interest on the notes has been distributed
sequentially since the closing.  Principal was not scheduled to be
distributed to the noteholders during the revolving period.  Since
the end of the revolving periods in 2009, all principal amounts
have been distributed concurrently, pro rata, to the noteholders.
As the transactions do not contain any performance triggers, the
principal is expected to remain pro rata until maturity.

While the transaction's pro rata principal distribution is
expected to increase the likelihood of default over time by
reducing credit support, it also is expected to result in
significant principal recovery for all classes.  In both
transactions the M-1 bonds are expected to recover upward of 75%
of the current balance (non-discounted).  Similarly the M-2 bonds
are expected to receive upward of 60% of the current balance.
Fitch received loan level information from the Servicer (Bayview
Loan Servicing, LLC; rated 'RSS2', 'RBSP2', 'SBSS2' by Fitch) and
determined each underlying collateral pool's projected losses.
After determining each underlying pools' projected base-case and
stressed scenario loss assumptions, Fitch performed cash flow
analysis to ascertain the amount of collateral loss that the rated
classes incur in the 'AAA' through 'B' rating stresses.

The BFAT 2005-A notes are secured by underlying classes of asset-
backed securities and a pool of mortgage loans.  Currently, the
underlying securities consist of $283 million of 2008 vintage
Bayview transactions representing 55% of the total collateral
pool.  Additionally the collateral contains a pool of mortgage
loans with an outstanding balance of $228 million representing 45%
of the total collateral pool.  The underlying securities and the
pool of mortgage loans are both secured by fixed- and adjustable-
rate residential mortgage loans; small balance commercial, multi-
family and mixed-use loans.  All of the underlying 2008 vintage
Bayview securities in the collateral pool have been downgraded by
Fitch due to collateral deterioration leading to higher loss
expectations in those transactions.  For this analysis the
projected expected loss as a percentage of current balance is 22%
for BCAT 2008-2, 27% for BCAT 2008-3, and 33% for BVAB 2008-C1.
The securities have credit enhancement so that the full amount of
these losses is not passed through to the revolving trust.  The
expected loss for the underlying mortgage pool is 36%.

The BFAT 2005-E notes are also secured by underlying classes of
asset-backed securities and a pool of mortgage loans.  Currently,
the underlying securities consist of $231 million of 2007-2008
vintage Bayview transactions representing 55% of the total
collateral pool.  Additionally the collateral contains a pool of
mortgage loans with an outstanding balance of $189 million
representing 45% of the total collateral pool.  The underlying
securities and the pool of mortgage loans are both secured by
fixed- and adjustable-rate residential mortgage loans; small
balance commercial, multi-family and mixed-use loans.  Two of the
underlying 2008 vintage Bayview transactions are rated by Fitch
and have been downgraded due to collateral deterioration leading
to higher loss expectations in those transactions.  One of the
underlying non-rated Bayview transactions, Bayview Asset-Backed
Securities Trust, 2007-1, has experienced $5.5 million in
unrealized writedowns and is experiencing interest shortfalls.
For this analysis the expected loss as a percent of current
balance is 77% for BVAB 07-1, 23% for BCAT 08-2, 20% for BCAT 08-
4, 42% for BCAT 07-4, 48% for BVAB 08-14, 52% for BVAB 08-15, 56%
for BVAB 08-16, 17% for BVB 07-13N.  The securities have credit
enhancement so that the full amount of these losses is not passed
through to the revolving trust.  The expected loss for the
mortgage pool is 33%.


BEAR STEARNS: Fitch Downgrades Ratings on 12 2006-TOP22 Certs.
--------------------------------------------------------------
Fitch Ratings has downgraded 12 classes of Bear Stearns Commercial
Mortgage Securities Trust, series 2006-TOP22 commercial mortgage
pass-through certificates, due to further deterioration of loan
performance.

While projected losses on loans in special servicing remained
fairly consistent relative to the previous review, asset-specific
performance issues indicative of a higher probability of default
led to an increase in Fitch-modeled losses across the pool.  The
loan deterioration is evidenced by a 14% year-over-year decline in
servicer reported net operating income for all loans in the pool
(or an 8% decline excluding the Mervyns Portfolio loan).  Smaller-
than-average class sizes continue to make below-investment grade-
rated bonds susceptible to downgrade.

Fitch modeled losses of 4.5% based on expected losses on the
specially serviced loans as well as performing loans that Fitch
expects could default during the term or at maturity.  As of the
November 2010 distribution date, the pool's aggregate principal
balance has decreased 11.0% to $1.5 billion from $1.7 billion at
issuance.  Two loans (0.3%) are currently defeased.  As of
November 2010, there are cumulative interest shortfalls of
approximately $77,000, currently affecting class P.

Fitch has designated 40 loans (21.8%) as Fitch Loans of Concern,
compared with 27 loans (16.0%) at the previous review.  The
largest Fitch loan of concern (4.2% pari passu trust balance) is
secured by 25 former Mervyns department stores located throughout
California (23 properties) and Texas (two).  As of the November
remittance date, 10 leases have been signed or assumed by new
tenants, with the 15 remaining properties still vacant.
Approximately $12.8 million of reserves was collected as of
November remittance and the loan continues to perform.

The next largest contributor to modeled losses (0.9%) is a
$14.2 million loan secured by a 113,216-square foot (sf) anchored
retail property located in Lilburn, GA.  The property is currently
32% occupied following the move-out of the grocery anchor (48.0%
of net rentable area).  Though the tenant continues to pay rent,
other tenants have reportedly vacated or requested rent reductions
due to co-tenancy clauses.  The loan remained current as of the
November remittance.

The third-largest contributor to modeled losses (0.8%) is an
$11.9 million loan secured by a 130,436-sf anchored retail
property located in Rolling Meadows, IL.  Performance at the
property declined in late 2007 as several tenants vacated.  The
reported debt service coverage ratios for 2008, 2009, and mid-year
2010 were 0.67 times, 0.49x, and 0.51x, respectively.  There has
been some positive leasing momentum as a small lease was signed
with a restaurant tenant and 21,000 sf of space on a master lease
(16.1% of the NRA) was leased to a permanent tenant taking
occupancy in September 2010.  As of mid-year 2010, physical
occupancy was 73% and economic occupancy was 78%.

Fitch stressed the value of the non-defeased loans in the pool by
applying a 5% haircut to 2009 fiscal year-end NOI and applying an
adjusted market capitalization 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 utilizing an 8% interest rate and 30-year
amortization.  Loans that could refinance to a DSCR of 1.25x or
higher were considered able to pay off at maturity.  Of the non-
defeased or non-specially serviced loans, 91 loans (45.8% of the
overall pool) were assumed not to be able to refinance, of which
Fitch modeled losses for 31 loans (15.9%) in instances where
Fitch's derived value was less than the outstanding loan balance.

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

  -- $12.8 million class C to 'BBBsf/LS5' from 'Asf/LS5'; Outlook
     Stable;

  -- $25.6 million class D to 'BBsf/LS5' from 'Asf/LS4'; Outlook
     Stable;

  -- $14.9 million class E to 'BBsf/LS5' from 'BBBsf/LS5'; Outlook
     Stable;

  -- $14.9 million class F to 'B-sf/LS5' from 'BBB-sf/LS5';
     Outlook Negative;

  -- $14.9 million class G to 'B-sf/LS5' from 'BBsf/LS5'; Outlook
     Negative;

  -- $8.5 million class H to 'B-sf/LS5' from 'BBsf/LS5'; Outlook
     Negative.

  -- $10.7 million class J to 'CCCsf/RR1' from 'Bsf/LS5';

  -- $2.1 million class K to 'CCCsf/RR4' from 'B-sf/LS5';

  -- $6.4 million class L to 'CCCsf/RR4' from 'B-sf/LS5';

  -- $2.1 million class M to 'CCCsf/RR6' from 'B-sf/LS5';

  -- $2.1 million class N to 'CCsf/RR6' from 'B-sf/LS5';

  -- $4.3 million class O to 'CCsf/RR6' from 'B-sf/LS5'.

Fitch has affirmed and revised the Loss Severity rating on this
class:

  -- $170.5 million class A-M to 'AAAsf/LS3' from 'AAAsf/LS2';
     Outlook Stable;

In addition, Fitch has affirmed these classes:

  -- $130.4 million class A-2 at 'AAAsf/LS1'; Outlook Stable;
  -- $95.1 million class A-3 at 'AAAsf/LS1'; Outlook Stable;
  -- $81.5 million class A-AB at 'AAAsf/LS1'; Outlook Stable;
  -- $563.8 million class A-4 at 'AAAsf/LS1'; Outlook Stable;
  -- $185.9 million class A-1A at 'AAAsf/LS1'; Outlook Stable;
  -- $125.7 million class A-J at 'AAsf/LS3'; Outlook Stable;
  -- $32 million class B at 'Asf/LS4'; Outlook Stable.

Fitch does not rate the $12.8 million class P.  Class A-1 has been
paid in full.  Fitch has withdrawn the rating on the interest-only
class X.


CALIFORNIA RURAL: S&P Gives Negative Outlook; Affirms 'B' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook to negative
and affirmed its 'B' rating on California Rural Home Mortgage
Finance Authority's senior and subordinate bonds, series 2006FH-1.

"The negative outlook reflects S&P's view of the continuing
decline in asset-to-liability parity and rising delinquencies and
foreclosures among this small pool of loans," said Standard &
Poor's credit analyst Karen Fitzgerald.

Radian Guaranty provides mortgage insurance for the first 30% of
each loan balance and a pool policy covering 5% of all loan
balances.  The loan pool consists entirely of 40-year loans (64%
of which are first loans with second loans attached), and 52% are
interest-only loans.  Asset-to-liability parity continues to
decline and stood at 107.5% on the senior bonds and 101.0% on the
subordinate bonds as of Aug. 31, 2010, compared to 109.7% and
103.1%, respectively, in 2009.  Based on S&P's analysis, these
levels are not sufficient to provide over-collateralization on
bonds issued under the resolution without the support from
mortgage insurance.

The loan pool includes 58 loans, 47% of which are 60 or more days
delinquent or in foreclosure.  The issuer planned to issue more
bonds under the indenture, which would have provided a larger loan
base.  However, further issuances did not occur and S&P
understands that CRHMFA has no imminent plans for more series
under this resolution.


CAPITAL ONE: Moody's Upgrades Ratings on Two Tranches
-----------------------------------------------------
Moody's has upgraded two tranches from two prime and seven
tranches from five subprime auto loan securitizations sponsored by
Capital One Auto Finance, Inc.

                             Ratings

Issuer: Capital One Auto Finance Trust 2006-B

  -- Cl. A-4, Upgraded to Aaa (sf); previously on Sept. 2, 2010
     Aa2 (sf) Placed Under Review for Possible Upgrade

  -- Financial Guarantor: MBIA Insurance Corporation B3;
     previously on 2/18/2009 Downgraded to B3 from Baa1

  -- Underlying Rating: Upgraded to Aaa (sf); previously on
     Sept. 2, 2010 Aa2 (sf) Placed Under Review for Possible
     Upgrade

Issuer: Capital One Auto Finance Trust 2006-C

  -- Cl. A-4, Upgraded to Aaa (sf); previously on Sept. 2, 2010
     Aa2 (sf) Placed Under Review for Possible Upgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company WR;
     previously on 3/24/2009 Downgraded to Caa3 from Caa1

  -- Underlying Rating: Upgraded to Aaa (sf); previously on
     Sept. 2, 2010 Aa2 (sf) Placed Under Review for Possible
     Upgrade

Issuer: Capital One Auto Finance Trust 2007-A

  -- Cl. A-4, Upgraded to Aaa (sf); previously on Sept. 2, 2010
     Baa2 (sf) Placed Under Review for Possible Upgrade

  -- Financial Guarantor: Ambac Assurance Corporation Caa2;
     previously on 3/26/2010 Placed on review for possible upgrade

  -- Underlying Rating: Upgraded to Aaa (sf); previously on
     Sept. 2, 2010 Baa2 (sf) Placed Under Review for Possible
     Upgrade

Issuer: Capital One Auto Finance Trust 2007-B

  -- Cl. A-4, Upgraded to Aa2 (sf); previously on Sept. 2, 2010
     Baa2 (sf) Placed Under Review for Possible Upgrade

  -- Financial Guarantor: MBIA Insurance Corporation B3;
     previously on 2/18/2009 Downgraded to B3 from Baa1

  -- Underlying Rating: Upgraded to Aa2 (sf); previously on
     Sept. 2, 2010 Baa2 (sf) Placed Under Review for Possible
     Upgrade

Issuer: Capital One Auto Finance Trust 2007-C

  -- Cl. A-3-A, Upgraded to Aa2 (sf); previously on Sept. 2, 2010
     Baa2 (sf) Placed Under Review for Possible Upgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company WR;
     previously on 3/24/2009 Downgraded to Caa3 from Caa1

  -- Underlying Rating: Upgraded to Aa2 (sf); previously on
     Sept. 2, 2010 Baa2 (sf) Placed Under Review for Possible
     Upgrade

  -- Cl. A-3-B, Upgraded to Aa2 (sf); previously on Sept. 2, 2010
     Baa2 (sf) Placed Under Review for Possible Upgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company WR;
     previously on 3/24/2009 Downgraded to Caa3 from Caa1

  -- Underlying Rating: Upgraded to Aa2 (sf); previously on
     Sept. 2, 2010 Baa2 (sf) Placed Under Review for Possible
     Upgrade

  -- Cl. A-4, Upgraded to Aa2 (sf); previously on Sept. 2, 2010
     Baa2 (sf) Placed Under Review for Possible Upgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company WR;
     previously on 3/24/2009 Downgraded to Caa3 from Caa1

  -- Underlying Rating: Upgraded to Aa2 (sf); previously on
     Sept. 2, 2010 Baa2 (sf) Placed Under Review for Possible
     Upgrade

Issuer: Capital One Prime Auto Receivables Trust 2007-1

  -- Cl. B, Upgraded to Aa1 (sf); previously on Sept. 16, 2010
     Baa3 (sf) Placed Under Review for Possible Upgrade

Issuer: Capital One Prime Auto Receivables Trust 2007-2

  -- Cl. B, Upgraded to Aa1 (sf); previously on Sept. 16, 2010
     Baa1 (sf) Placed Under Review for Possible Upgrade

                        Ratings Rationale

The actions are a result of lower lifetime cumulative net loss
expectations and build-up in credit enhancement relative to
remaining losses due to the non-declining nature of reserve
accounts in the transactions.

For the two insurance wrapped sub-prime transactions issued in
2006, Moody's current lifetime CNL expectations (expressed as a
percentage of the original pool balances) are 10.50% for the 2006-
B and 10.25% for the 2006-C.  Both transactions have paid down to
less than 15% of their original pool balances.  Total hard credit
enhancement (excluding excess spread of approximately 6% per
annum) for the class A notes are approximately 24% and 21% for the
2006-B and 2006-C respectively, of the remaining collateral
balance.

For the three insurance wrapped sub-prime transactions that were
issued in 2007, Moody's currently expects lifetime CNLs to range
between 9% and 10.75% of the original pool balances.  The
expectations for the individual transactions are 10.75% for the
2007-A, 9% for the 2007-B and 9.50% for the 2007-C.  The pool
factors for these transactions range between approximately 18% and
25% of the original pool balance.  Total hard credit enhancement
(excluding excess spread of approximately 5%-6% per annum) for the
class A notes ranges between 15% and 17% of the remaining
collateral balance.

Moody's expects Capital One Prime Auto Receivables Trust 2007-1
and 2007-2 to incur lifetime CNL of 3.20% and 3.35% respectively.
For COPAR 2007-1, hard credit support (excluding excess spread of
approximately 1.5% per annum) for the Class B is approximately
6.6% of outstanding pool balance.  For COPAR 2007-2, hard credit
support (excluding excess spread of approximately 2.1% per annum)
for the Class B tranche is approximately 6.2% of outstanding pool
balance.  The two transactions feature loss and delinquency
triggers that enable the reserve account floors to step down to
0.25% of the initial pool balance.  However, as the current
cumulative net loss amount is higher than the trigger level in
both transactions, the reserve floor will not step down.

Moody's volatility proxy Aaa level for the 2007-1 prime
transaction is approximately 8.5% of the remaining collateral
balance.  The volatility proxy Aaa level for the 2007-2 subprime
transaction is approximately 9% of the outstanding collateral pool
balances.

Ratings on the affected notes could be upgraded (where applicable)
if the lifetime CNLs are lower by 10%, or downgraded if the
lifetime CNLs are higher by 10%.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term.  From time to time, Moody's may, if warranted, change
these expectations.  Performance that falls outside the given
range may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated when the related
securities ratings were issued.  Even so, a deviation from the
expected range will not necessarily result in a rating action nor
does performance within expectations preclude such actions.  The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.  Primary sources of assumption
uncertainty are the current macroeconomic environment, in which
unemployment continues to rise moderately, and strength in the
used vehicle market.  Moody's currently views the used vehicle
market as much stronger now than it was at the end of 2008 when
the uncertainty relating to the economy as well as the future of
the U.S auto manufacturers was significantly greater.  Overall,
Moody's expects a sluggish recovery in the U.S. economy, with
elevated fiscal deficits and persistent, high unemployment levels.

The underlying ratings reflect the intrinsic credit quality of the
securities in the absence of the transactions' guarantees from
monoline bond insurers.  The current ratings on the securities are
consistent with Moody's practice of rating insured securities at
the higher of the guarantor's insurance financial strength rating
and any underlying rating.

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.


CAPITALSOURCE COMMERCIAL: Moody's Ups Rating Class D Notes to Ba2
-----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by CapitalSource Commercial Loan
Trust 2006-1:

  -- US$27,379,000 Class B Notes (current outstanding balance of
     $1,965,637), Upgraded to Aaa (sf); previously on July 20,
     2009 Downgraded to Aa3 (sf);

  -- US$68,447,000 Class C Notes (current outstanding balance of
     $31,592,004), Upgraded to Aa1 (sf); previously on July 20,
     2009 Downgraded to Baa2 (sf);

  -- US$52,803,000 Class D Notes (current outstanding balance of
     $24,371,449), Upgraded to Ba2 (sf); previously on July 20,
     2009 Downgraded to B2 (sf).

                        Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from the delevering of the notes.  Since the last rating
action in July 2009, the Class A Notes, with a previous balance of
$85.7 million, have been completely repaid.  Additionally, the
Class B Notes have been paid down by approximately 84.4% or
$10.7 million since July 2009 based on the servicer report dated
October 10, 2010.  Moody's also notes that the substantial
delevering of the notes more than offsets the underlying pool's
credit deterioration and heightened concentration risk in a small
number of industries and issuers.

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 $88.6 million, weighted average default probability of
50.92% (implying a WARF of 8134), a weighted average recovery rate
upon default of 37.60%, and a diversity score of 8.  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.

CapitalSource Commercial Loan Trust 2006-1, issued in April 2006,
is a collateralized loan obligation backed primarily by a
portfolio of senior secured loans of middle market issuers.

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

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

For securities whose default probabilities are assessed through
credit estimates, Moody's applied additional default probability
stresses by assuming an equivalent of Caa3 for CEs that were not
updated within the last 15 months, which currently account for
approximately 34% of the collateral balance.  In addition, Moody's
applied a 1.5 notch-equivalent assumed downgrade for CEs last
updated between 12-15 months ago, and a 0.5 notch-equivalent
assumed downgrade for CEs last updated between 6-12 months ago.
For each CE where the related exposure constitutes more than 3% of
the collateral pool, Moody's applied a 2-notch equivalent assumed
downgrade (but only on the CEs representing in aggregate the
largest 30% of the pool) in lieu of the aforementioned stresses.
Notwithstanding the foregoing, in all cases the lowest assumed
rating equivalent is Caa3.

In addition to the base case analysis described above, Moody's
also performed 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.

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

Moody's Adjusted WARF --20% (7522)

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

Moody's Adjusted WARF +20% (8521)

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

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 loss), assuming that all other
factors are held equal:

Moody's Adjusted WARR +2% (39.60%)

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

Moody's Adjusted WARR -2% (35.60%)

  -- Class B: 0
  -- Class C: 0
  -- Class D: -1
  -- 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:

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/loan] market and/or
   collateral sales by the manager, which may have significant
   impact on the notes' ratings.

2) Recovery of defaulted assets: The timing and ultimate value of
   recoveries from charged-off loans and delinquent loans create
   additional uncertainties.

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

4) Lack of portfolio granularity: The performance of the portfolio
   depends to a large extent on the credit conditions of a few
   large obligors that are rated Caa1 or lower, especially when
   they experience jump to default.  Due to the deal's low
   diversity score and lack of granularity, Moody's supplemented
   its typical Binomial Expansion Technique analysis with a
   simulated default distribution using Moody's CDOROMTM software
   and individual scenario analysis.


CELERITY CLO: Moody's Ups Rating on US$16MM Class D Notes to B1
---------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by Celerity CLO Limited:

  -- US$22,000,000 Class B Second Priority Floating Rate Notes
     Due 2016, Upgraded to Aaa (sf); previously on October 1, 2009
     Downgraded to Aa1 (sf);

  -- US$29,000,000 Class C Third Priority Deferrable Floating
     Rate Notes Due 2016, Upgraded to A1 (sf); previously on
     October 1, 2009 Confirmed at Baa2 (sf);

  -- US$16,000,000 Class D Fourth Priority Deferrable Floating
     Rate Notes Due 2016, Upgraded to B1 (sf); previously on
     October 1, 2009 Downgraded to Caa1 (sf);

  -- US$3,000,000 Class 1 Combination Securities (current rated
     balance of $1,954,360), Upgraded to Aa3 (sf); previously on
     October 1, 2009 Downgraded to Baa2 (sf).

In addition, Moody's withdrew the rating of these notes:

  -- US$45,105,000 Class A Senior Secured Floating Rate
     Revolving Notes, Withdrawn (sf); previously on March 17, 2004
     Assigned Aaa(sf).

                        Ratings Rationale

According to Moody's, the rating action taken on the notes results
primarily from the delevering of the Class A Notes and improvement
in the credit quality of the underlying portfolio since the last
rating action in October 2009.

The overcollateralization ratios of the rated notes have improved
as a result of delevering of the Class A Notes, which have been
paid down by approximately 56% or $86 million since the last
rating action in October 2009.  A substantial proportion of this
paydown is attributable to principal prepayments on the underlying
loans.  As of the latest trustee report dated October 8, 2010, the
Senior Notes Overcollateralization Ratio, Class C, Class D, and
Class E overcollateralization ratios are reported at 164.13%,
124.10%, 109.38%, and 103.52%, respectively, versus August 2009
levels of 138.67%, 115.12%, 104.95%, and 100.43%, respectively.
Moody's expects delevering to continue as a result of the end of
the deal's reinvestment period in March 2010.

Moody's also notes that the deal has benefited from improvement in
the credit quality of the underlying portfolio since the last
rating action.  Based on the October 2010 trustee report, the
weighted average rating factor is 2527 compared to 2845 in August
2009, and securities rated Caa1 and below or CCC+ and below make
up approximately 12.79% of the underlying portfolio versus 15.15%
in August 2009.  The deal also experienced a decrease in defaults.
In particular, the dollar amount of defaulted securities has
decreased to $3 million from approximately $12 million in August
2009.

The Class A Revolving Notes were converted to the Class A Funded
Notes at the end of the reinvestment period.  As a result, the
rating of the notes has been withdrawn.

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 $146.5 million, defaulted par of $3 million, weighted
average default probability of 19.8% (implying a WARF of 3170), a
weighted average recovery rate upon default of 44.6%, and a
diversity score of 40.  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.

Celerity CLO Limited issued on March 17, 2004, 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 six months.

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

In addition to the base case analysis described above, Moody's
also performed 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.

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

Moody's Adjusted WARF - 20% (2536)

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

Moody's Adjusted WARF + 20% (3804)

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

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 loss), assuming that all other
factors are held equal:

Moody's Adjusted WARR + 2% (46.6%)

  -- Class A: 0
  -- Class B: 0
  -- Class C: 0
  -- Class D: 0
  -- Class E: +1
  -- Class 1 Combination Securities: 0

Moody's Adjusted WARR - 2% (42.6%)

  -- Class A: 0
  -- Class B: 0
  -- Class C: 0
  -- Class D: -1
  -- Class E: -1
  -- Class 1 Combination Securities: 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:

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.


CHEVY CHASE: Moody's Downgrades Ratings on 95 Tranches
------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 95
tranches and confirmed the ratings of seven tranches from ten RMBS
transactions issued by Chevy Chase Funding LLC.  The collateral
backing these transactions primarily consists of first-lien,
adjustable-rate, negative amortization residential mortgages.

                        Ratings Rationale

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.  The Cl. A-1, Cl. A-1I, and Cl. A-NA tranches,
contained in all ten transactions in this rating actions, are
wrapped by Ambac Assurance Corporation (Segregated Account --
Unrated).  For securities insured by a financial guarantor, the
rating on the securities is the higher of (i) the guarantor's
financial strength rating and (ii) the current underlying rating
(i.e., absent consideration of the guaranty) on the security.  The
principal methodology used in determining the underlying rating is
the same methodology for rating securities that do not have a
financial guaranty and is as described earlier.  RMBS securities
wrapped by Ambac Assurance Corporation are rated at their
underlying rating without consideration of Ambac's guaranty.

The 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: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2005-1

  -- Cl. A-1, Downgraded to B3 (sf); previously on Jan. 27, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to B3 (sf); previously on
     March 30, 2010 A3 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-2, Downgraded to B3 (sf); previously on Jan. 27, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-NA, Downgraded to B3 (sf); previously on Jan. 27, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to B3 (sf); previously on
     March 30, 2010 A3 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-1I, Downgraded to B3 (sf); previously on Jan. 27, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to B3 (sf); previously on
     March 30, 2010 A3 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-2I, Downgraded to B3 (sf); previously on Jan. 27, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-IO, Downgraded to B3 (sf); previously on Jan. 27, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. NIO, Downgraded to B3 (sf); previously on Jan. 27, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1, Downgraded to C (sf); previously on Jan. 27, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1I, Downgraded to C (sf); previously on Jan. 27, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1NA, Downgraded to C (sf); previously on Jan. 27, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2005-2

  -- Cl. A-1, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to B3 (sf); previously on Mar
     30, 2010 Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-1I, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to B3 (sf); previously on
     March 30, 2010 Baa1 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-2, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2I, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-NA, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to B3 (sf); previously on
     March 30, 2010 Baa1 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. IO, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. NIO, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1, Downgraded to C (sf); previously on Jan. 27, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1I, Downgraded to C (sf); previously on Jan. 27, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1NA, Downgraded to C (sf); previously on Jan. 27, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2I, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2NA, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2005-3

  -- Cl. A-1, Downgraded to B3 (sf); previously on Jan. 27, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to B3 (sf); previously on Mar
     30, 2010 A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-1I, Downgraded to B3 (sf); previously on Jan. 27, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to B3 (sf); previously on
     March 30, 2010 A3 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-2, Downgraded to B3 (sf); previously on Jan. 27, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2I, Downgraded to B3 (sf); previously on Jan. 27, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-NA, Downgraded to B3 (sf); previously on Jan. 27, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to B3 (sf); previously on
     March 30, 2010 A3 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. IO, Downgraded to B3 (sf); previously on Jan. 27, 2010 A3
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. NIO, Downgraded to B3 (sf); previously on Jan. 27, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1, Downgraded to C (sf); previously on Jan. 27, 2010 B1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1I, Downgraded to C (sf); previously on Jan. 27, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1NA, Downgraded to C (sf); previously on Jan. 27, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2I, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2NA, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2005-4

  -- Cl. A-1, Downgraded to Caa2 (sf); previously on Jan. 27, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to Caa2 (sf); previously on
     March 30, 2010 Ba1 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-1I, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to Caa2 (sf); previously on
     March 30, 2010 Ba1 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-2, Downgraded to Caa2 (sf); previously on Jan. 27, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2I, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-NA, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to Caa2 (sf); previously on
     March 30, 2010 Ba1 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. IO, Downgraded to Caa2 (sf); previously on Jan. 27, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. NIO, Downgraded to Caa2 (sf); previously on Jan. 27, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1I, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1NA, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2005-A

  -- Cl. A-1, Downgraded to Baa1 (sf); previously on Jan. 27, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to Baa1 (sf); previously on
     March 30, 2010 Aa2 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-1I, Downgraded to Baa1 (sf); previously on Jan. 27,
     2010 Aa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to Baa1 (sf); previously on
     March 30, 2010 Aa2 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-2, Downgraded to Baa1 (sf); previously on Jan. 27, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2I, Downgraded to Baa1 (sf); previously on Jan. 27,
     2010 Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-NA, Downgraded to Baa1 (sf); previously on Jan. 27,
     2010 Aa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to Baa1 (sf); previously on
     March 30, 2010 Aa2 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. IO, Downgraded to Baa1 (sf); previously on Jan. 27, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. NIO, Downgraded to Baa1 (sf); previously on Jan. 27, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1, Downgraded to Caa2 (sf); previously on Jan. 27, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1I, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1NA, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2, Downgraded to C (sf); previously on Jan. 27, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2I, Downgraded to C (sf); previously on Jan. 27, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2NA, Downgraded to C (sf); previously on Jan. 27, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2005-C

  -- Cl. A-1, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to B3 (sf); previously on
     March 30, 2010 Baa2 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-1I, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to B3 (sf); previously on
     March 30, 2010 Baa2 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-NA, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to B3 (sf); previously on
     March 30, 2010 Baa2 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-2, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2I, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. NIO, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. IO, Downgraded to B3 (sf); previously on Jan. 27, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1I, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1NA, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-1

  -- Cl. A-1, Downgraded to Caa2 (sf); previously on Jan. 27, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to Caa2 (sf); previously on
     March 30, 2010 B1 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-1I, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 B1 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to Caa2 (sf); previously on Mar
     30, 2010 B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Caa2 (sf); previously on Jan. 27, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2I, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-NA, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 Baa1 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. IO, Downgraded to Caa2 (sf); previously on Jan. 27, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. NIO, Downgraded to Caa2 (sf); previously on Jan. 27, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1I, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1NA, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-2

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to Caa3 (sf); previously on
     March 30, 2010 Caa1 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-1I, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to Caa3 (sf); previously on
     March 30, 2010 Caa1 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-2, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2I, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-NA, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to Caa3 (sf); previously on Mar
     30, 2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. IO, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. NIO, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-3

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Apr 16, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to Caa3 (sf); previously on
     March 30, 2010 Caa2 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-1I, Downgraded to Caa3 (sf); previously on April 16,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to Caa3 (sf); previously on
     March 30, 2010 Caa2 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-2, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2I, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-NA, Downgraded to Caa3 (sf); previously on Apr 16, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Underlying Rating: Downgraded to Caa3 (sf); previously on Mar
     30, 2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. IO, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. NIO, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-4

  -- Cl. A-1, Confirmed at Caa3 (sf); previously on Apr 16, 2010
     Downgraded to Caa3 (sf) and Placed Under Review for Possible
     Downgrade

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

  -- Underlying Rating: Confirmed at Caa3 (sf); previously on
     March 30, 2010 Caa3 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-1I, Confirmed at Caa3 (sf); previously on Apr 16, 2010
     Downgraded to Caa3 (sf) and Placed Under Review for Possible
     Downgrade

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

  -- Underlying Rating: Confirmed at Caa3 (sf); previously on
     March 30, 2010 Caa3 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. A-2, Confirmed at Caa3 (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2I, Confirmed at Caa3 (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-NA, Confirmed at Caa3 (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)

  -- Underlying Rating: Confirmed at Caa3 (sf); previously on
     March 30, 2010 Caa3 (sf) Placed Under Review for Possible
     Downgrade

  -- Cl. IO, Confirmed at Caa3 (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. NIO, Confirmed at Caa3 (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade


CITIGROUP COMMERCIAL: Fitch Cuts Ratings on 14 2006-C4 Certs.
-------------------------------------------------------------
Fitch Ratings downgrades 14 classes of Citigroup Commercial
Mortgage Trust series 2006-C4, commercial mortgage pass-through
certificates, due to further deterioration of performance
primarily due to increased losses on the specially serviced loans.

The downgrades reflect an increase in Fitch modeled losses across
the pool, which includes assumed losses on loans in special
servicing and on performing loans with declines in performance
indicative of a higher probability of default.  Fitch modeled
losses of 7.24% (7.17% cumulative transaction losses, which
includes losses realized to date) based on expected losses on the
specially serviced loans and loans that could not refinance at
maturity.  As of the October 2010 distribution date, the pool's
aggregate principal balance has decreased 3.1% to $2.19 billion
from $2.26 billion at issuance.  No loans have been defeased.  As
of October 2010, there are cumulative interest shortfalls in the
amount of $1.1 million, currently affecting classes J through P.

Fitch has designated 41 loans (27.6%) as Fitch Loans of Concern,
which includes 19 specially serviced loans (11.1%).  The largest
specially serviced loan (2.8%) is secured by two hotel/waterpark
properties located in Lake Delton, WI and Sandusky, OH.  The loan
transferred to special servicing in September 2010 due to imminent
default.  The YE 2009 DSCR was approximately 0.52 times, and the
borrower has requested a modification.  The special servicer is in
the process of developing a workout strategy.

The next largest specially serviced loan (1.2%) is secured by a
793,593sf industrial property in Green Cove Springs, Florida.  The
loan transferred to special servicing in September 2009 due to
imminent monetary default as a result of the largest tenant
vacating its space.  The loan has been modified at a reduced
interest-only pay rate for two years with the difference accruing.
The loan is pending return to the master servicer

The third largest specially serviced loan (1.1%) is secured by a
508 unit multi-family apartment complex located in Norcross, GA.
The loan was transferred to the special servicer in April 2009 due
to imminent payment default.  The property was suffering from
declining rents, increased expenses and was nearing the end of its
interest-only period.  Discussions on a modification are ongoing.

Fitch stressed the value of the non-defeased loans by applying a
5% haircut to 2009 fiscal year-end net operating income 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 debt service coverage ratio of 1.25x or
higher were considered to pay off at maturity.  Of the non-
defeased or non-specially serviced loans, 130 loans (58.1% of the
overall pool) were assumed not to be able to refinance, of which
Fitch modeled losses for 56 loans (19.4%) in instances where
Fitch's derived value was less than the outstanding balance.

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

  -- $164.1 million class A-J to 'Asf/LS4' from 'AA/LS3'; Outlook
     to Stable from Negative;

  -- $50.9 million class B to 'BBBsf/LS5' from 'A/LS5'; Outlook to
     Stable from Negative;

  -- $25.5 million class C to 'BBsf/LS5' from 'BBB/LS5'; Outlook
     to Stable from Negative;

  -- $31.1 million class D to 'BBsf/LS5' from 'BBB-/LS5'; Outlook
     Negative;

  -- $22.6 million class E to 'Bsf/LS5' from 'BB/LS5'; Outlook
     Negative;

  -- $28.3 million class F to 'CCCsf/RR1' from 'BB/LS5';

  -- $28.3 million class G to 'CCCsf/RR1' from 'B/LS5';

  -- $25.5 million class H to 'CCsf/RR3' from 'B-/LS5';

  -- $11.3 million class J to 'CCsf/RR6' from 'B-/LS5';

  -- $8.5 million class K to 'CCsf/RR6' from 'B-/LS5';

  -- $8.5 million class L to 'CCsf/RR6' from 'B-/LS5';

  -- $5.7 million class M to 'CCsf/RR6' from 'B-/LS5';

  -- $5.7 million class N to 'Csf/RR6' from 'B-/LS5';

  -- $5.7 million class O to 'Csf/RR6' from 'CCC/RR6'.

Fitch has affirmed these classes and revised LS Ratings as
indicated:

  -- $44.2 million class A-1 at 'AAAsf/LS2' from LS1'; Outlook
     Stable;

  -- $152.7 million class A-2 at 'AAAsf/LS2' from LS1'; Outlook
     Stable;

  -- $135.2 million class A-SB at 'AAAsf/LS2' from LS1'; Outlook
     Stable;

  -- $831.3 million class A-3 at 'AAAsf/LS2' from LS1'; Outlook
     Stable;

  -- $380 million class A-1A at 'AAAsf/LS3' from LS1'; Outlook
     Stable;

  -- $266.4 million class A-M at 'AAAsf/LS3'; Outlook Stable.

Fitch does not rate the $22 million class P.  Fitch withdraws the
ratings on the interest-only class X.


CITIGROUP MORTGAGE: Moody's Downgrades Ratings on 133 Tranches
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 3 tranches,
downgraded the ratings of 133 tranches and confirmed the ratings
on 11 tranches from 19 RMBS transactions, backed by Alt-A loans,
issued by Citigroup Mortgage Loan Trust in 2005, 2006 and 2007.

                        Ratings Rationale

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

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

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

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: Citigroup Mortgage Loan Trust 2006-4

  -- Cl. 1-A1, Confirmed at B3 (sf); previously on Jan. 14, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-XS, Confirmed at B3 (sf); previously on Jan. 14, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-PO, Confirmed at B3 (sf); previously on Jan. 14, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A1A, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A1B, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A2, Downgraded to C (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A3, Confirmed at Caa1 (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-XS, Confirmed at Caa1 (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-PO, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

Issuer: Citigroup Mortgage Loan Trust 2006-AR3

  -- Cl. 1-A1A, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A1B, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2A, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2B, Downgraded to C (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A1A, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A2A, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A12B, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A3A, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A34B, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A4A, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-1AX, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

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

Issuer: Citigroup Mortgage Loan Trust 2006-AR6

  -- Cl. 1-A1, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 B2 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. 2-A1, Downgraded to Caa1 (sf); previously on Jan. 14,
     2010 Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A2, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A3, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A4, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Citigroup Mortgage Loan Trust 2006-AR9

  -- Cl. 1-A1, Upgraded to Aaa (sf); previously on Jan. 14, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2, Downgraded to Caa1 (sf); previously on Jan. 14,
     2010 B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A4, Downgraded to C (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

Issuer: Citigroup Mortgage Loan Trust 2006-FX1

  -- Cl. A-2, Confirmed at A1 (sf); previously on Jan. 14, 2010 A1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa1 (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

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

  -- Cl. A-6, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-7, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

Issuer: Citigroup Mortgage Loan Trust 2007-AR1

  -- Cl. A1, Upgraded to Baa3 (sf); previously on Jan. 14, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A2, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A3, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

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

Issuer: Citigroup Mortgage Loan Trust 2007-AR7

  -- Cl. A1A, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A134B, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A2A, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A2B, Downgraded to C (sf); previously on Jan. 14, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. A3A, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A4A, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A5A, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A5B, Downgraded to C (sf); previously on Jan. 14, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

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

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

Issuer: Citigroup Mortgage Loan Trust 2007-OPX1

  -- Cl. A-1A, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-1B, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Ba3 (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-3A, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

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

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

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

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

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

Issuer: Citigroup Mortgage Loan Trust Inc. 2005-7

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

  -- Cl. 1-A3, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A4, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-AIO1, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-AIO2, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 B1 (sf) Placed Under Review for Possible Downgrade

Issuer: Citigroup Mortgage Loan Trust Inc. 2006-WF1

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

  -- Cl. A-2C, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

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

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

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

Issuer: Citigroup Mortgage Loan Trust Inc. 2006-WF2

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

  -- Cl. A-2C, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 B2 (sf) Placed Under Review for Possible Downgrade

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

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

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

Issuer: Citigroup Mortgage Loan Trust Series 2005-10

  -- Cl. I-A1A, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A12B, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A2A, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A3A, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A34B, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A4A, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A5B, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A5A, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

Issuer: Citigroup Mortgage Loan Trust Series 2005-8

  -- Cl. II-A1, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A2, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. II-A4A, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A4B, Downgraded to C (sf); previously on Jan. 14, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A5, Downgraded to Caa1 (sf); previously on Jan. 14,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-XS, Downgraded to Caa1 (sf); previously on Jan. 14,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. III-XS, Downgraded to B1 (sf); previously on Jan. 14,
     2010 A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. III-A1, Downgraded to B1 (sf); previously on Jan. 14,
     2010 A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. III-PO, Downgraded to B1 (sf); previously on Jan. 14,
     2010 A1 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. III-B2, Downgraded to C (sf); previously on Jan. 14, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

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

Issuer: Citigroup Mortgage Loan Trust, Series 2005-1

  -- Cl. III-A1, Confirmed at Baa2 (sf); previously on Jan. 14,
     2010 Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. III-A2, Confirmed at Baa2 (sf); previously on Jan. 14,
     2010 Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. III-PO, Confirmed at Baa2 (sf); previously on Jan. 14,
     2010 Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. III-XS, Confirmed at Baa2 (sf); previously on Jan. 14,
     2010 Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. III-B1, Downgraded to B2 (sf); previously on Jan. 14,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

Issuer: Citigroup Mortgage Loan Trust, Series 2005-2

  -- Cl. I-A1, Downgraded to Caa1 (sf); previously on Jan. 14,
     2010 Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A2A, Downgraded to B2 (sf); previously on Jan. 14, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A2B, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A3, Downgraded to Caa1 (sf); previously on Jan. 14,
     2010 Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A3A, Downgraded to B3 (sf); previously on Jan. 14, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A3B, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A4, Downgraded to B3 (sf); previously on Jan. 14, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A5A, Downgraded to B3 (sf); previously on Jan. 14, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A5B, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A1-1, Downgraded to Baa2 (sf); previously on Jan. 14,
     2010 Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A1-2, Downgraded to Baa2 (sf); previously on Jan. 14,
     2010 Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A2, Downgraded to Baa1 (sf); previously on Jan. 14,
     2010 Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-XS1, Downgraded to Baa2 (sf); previously on Jan. 14,
     2010 Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-XS2, Downgraded to Baa1 (sf); previously on Jan. 14,
     2010 Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-PO1, Downgraded to Baa3 (sf); previously on Jan. 14,
     2010 Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-PO2, Downgraded to Baa2 (sf); previously on Jan. 14,
     2010 Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-B1, Downgraded to B2 (sf); previously on Jan. 14, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-B2, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

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

Issuer: Citigroup Mortgage Loan Trust, Series 2005-3

  -- Cl. I-A1, Downgraded to Caa1 (sf); previously on Jan. 14,
     2010 Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A2, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-B1, Downgraded to C (sf); previously on Jan. 14, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-B2, Downgraded to C (sf); previously on Jan. 14, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. II-A1, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A2, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A2A, Downgraded to B2 (sf); previously on Jan. 14,
     2010 Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A2B, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A3, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A4, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A4A-1, Downgraded to Caa1 (sf); previously on Jan. 14,
     2010 Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A4A-2, Downgraded to Caa1 (sf); previously on Jan. 14,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A4B-1, Downgraded to C (sf); previously on Jan. 14,
     2010 Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A4B-2, Downgraded to C (sf); previously on Jan. 14,
     2010 Ba2 (sf) Placed Under Review for Possible Downgrade

Issuer: Citigroup Mortgage Loan Trust, Series 2005-4

  -- Cl. A, Downgraded to B3 (sf); previously on Jan. 14, 2010 Aa1
      (sf) Placed Under Review for Possible Downgrade

Issuer: Citigroup Mortgage Loan Trust, Series 2005-WF1

  -- Cl. A-3, Upgraded to Aaa (sf); previously on Jan. 14, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to B1 (sf); previously on Jan. 14, 2010
     Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Ba1 (sf); previously on Jan. 14, 2010
     Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M-1, Downgraded to C (sf); previously on Jan. 14, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

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

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

Issuer: Citigroup Mortgage Loan Trust, Series 2005-WF2

  -- Cl. AV-3, Downgraded to Aa3 (sf); previously on Jan. 14, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. AF-4, Downgraded to B1 (sf); previously on Jan. 14, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. AF-5, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. AF-6A, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. AF-6B, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Underlying Rating: Downgraded to Caa3 (sf); previously on Jan
     21, 2010 Baa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. AF-7, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 Baa2 (sf) Placed Under Review for Possible Downgrade

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

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

  -- Cl. MV-1, Downgraded to B2 (sf); previously on Jan. 14, 2010
     Aa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. MV-2, Downgraded to C (sf); previously on Jan. 14, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. MV-4, Downgraded to C (sf); previously on Jan. 14, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

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


CLAREGOLD TRUST: DBRS Upgrades Class F Rating From 'BB' to 'BBB'
----------------------------------------------------------------
DBRS has upgraded these ratings of seven classes of ClareGold Trust
Commercial Mortgage Pass-Through Certificates:

Class B from AA (high) to AAA
Class C from A (high) to AAA
Class D from BBB (high) to AA (high)
Class E from BBB (low) to A (high)
Class F from BB (high) to BBB (high)
Class G from BB to BBB (low)
Class H from BB (low) to BB

Ratings on these remaining five classes were confirmed:

Class A at AAA
Class J at B (high)
Class K at B
Class L at B (low)
Class X at AAA

All classes were confirmed with a Stable trend.

The ratings reflect the increased credit enhancement to the bonds from a
collateral reduction of approximately 73% since issuance, including the
successful payoff at maturity of four loans in November 2010 that
collectively comprised 6.78% of the pool, as of the October 2010
remittance.  The weighted-average DSCR for the pool is very healthy, at
1.70x, with the straight-average debt yield in the top ten at 16.9% for
YE2009.

There are six shadow-rated loans remaining in the pool, representing a
combined 22.89% of the current transaction balance.

Prospectus ID#17 and ID#40 are crossed loans collateralized by two
phases of the same retail development in Ontario; those loans were
originally shadow-rated BBB (high) by DBRS because of the strength of
the full-recourse sponsor.  That shadow rating has been confirmed as the
sponsor strength remains and the property is performing very well, with
a YE2009 DSCR of 1.78x for Prospectus ID#17 and 1.89x for Prospectus
ID#40.

Prospectus ID#16 is collateralized by an office property in Ontario; the
YE2009 DSCR was at 1.61x and occupancy was at 100%.  The loan was
originally shadow-rated BBB because of the full recourse to a BBB-rated
sponsor; as that sponsor's rating was recently confirmed in 2010, the
shadow rating of BBB on the loan was confirmed as part of this review.

Prospectus ID#56 is collateralized by an industrial property in Ontario;
the loan is shadow-rated at BBB based on the strength of the full-
recourse sponsor, rated at BBB by DBRS, as confirmed in 2010.  Based on
that confirmation and the property's strong performance with a YE2009
DSCR of 1.48x and occupancy of 100%, the shadow rating has been
confirmed.

Prospectus ID#22 is collateralized by a retail property in QuebÅ c; the
loan is shadow-rated at BBB (low) by DBRS in accordance with the rating
assigned to the largest tenant at the property, on a long-term lease, as
of the last review of this transaction in October 2008.  The rating for
the tenant has since been upgraded to BBB; as such, the shadow rating on
the loan has been upgraded to BBB, as the YE2009 performance was very
strong with a DSCR of 1.53x and occupancy at 97%.

Prospectus ID#27 is collateralized by a retail development in Ontario;
the loan is shadow-rated at BBB because of the rating of the largest
tenant at the property, who is on a long-term lease.  DBRS has confirmed
the shadow rating as the tenant's rating was confirmed in 2009 and the
property performance remains strong with a YE2009 DSCR of 1.44x and an
occupancy of 100%.

There are seven loans on the servicer's watchlist, representing a
combined 14.96% of the current transaction balance.  Six of those loans
are on the watchlist for December 2010 and January 2011 maturities,
including a crossed pool of five industrial property loans comprising
7.06% of the pool (Prospectus ID#51, ID#77, ID#82, ID#92, and ID#101),
all of which mature December 1, 2010.  The YE2009 performance for the
pool, as a whole, was strong, with a straight-average DSCR of 1.75x and
occupancy of 87%; the loans are collateralized by industrial properties
located in Ontario.  However, DBRS has learned that two of the
properties have experienced significant drops in occupancy after the end
of 2009; those loans comprise a combined 3.53% of the pool balance and
approximately half of the total balance of the five loans in the crossed
pool.  The servicer has advised DBRS that the borrower is working on a
payout strategy for all five loans by the maturity date.

There is one loan on the servicer's watchlist for a low DSCR at YE2009:
Prospectus ID#12, 5.16% of the current pool balance.  The loan is
collateralized by a multifamily property in Ontario and had a YE2009
DSCR of 0.43x and an occupancy of 54%.  The servicer reports that the
occupancy is being forced low by the borrower, who plans to convert the
units to condominium units for sale after the loan's maturity in
September 2011; the loan is full-recourse to the guarantors on the loan,
according to their pro rata interests in the property.

DBRS applied a net cash flow stress of 20% across all the loans in the
pool and when comparing the DBRS required credit enhancement levels to
the current credit enhancement levels for all the classes, the upgrades
and confirmations as outlined were appropriate.

DBRS continues to monitor this transaction on a monthly basis in the
Monthly Global CMBS Surveillance report, which can provide more detailed
information on the individual loans in the pool.


COMM 2010-C1: Moody's Assigns Ratings on Various 2010-C1 Certs.
---------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
fourteen class of CMBS securities, issued by COMM 2010-C1 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2010-
C1.

  -- US$413.206M Cl. A-1 Certificate, Definitive Rating Assigned
     Aaa (sf)

  -- US$40M Cl. A-1D Certificate, Assigned Aaa (sf)

  -- US$75.089M Cl. A-2 Certificate, Definitive Rating Assigned
     Aaa (sf)

  -- US$179.498M Cl. A-3 Certificate, Definitive Rating Assigned
     Aaa (sf)

  -- Cl. XP-A Certificate, Definitive Rating Assigned Aaa (sf)

  -- Cl. XS-A Certificate, Definitive Rating Assigned Aaa (sf)

  -- Cl. XW-A Certificate, Definitive Rating Assigned Aaa (sf)

  -- Cl. XW-B Certificate, Definitive Rating Assigned Aaa (sf)

  -- US$24.628M Cl. B Certificate, Definitive Rating Assigned Aa2
     (sf)

  -- US$28.911M Cl. C Certificate, Definitive Rating Assigned A2
     (sf)

  -- US$44.973M Cl. D Certificate, Definitive Rating Assigned Baa3
     (sf)

  -- US$7.496M Cl. E Certificate, Definitive Rating Assigned Ba2
     (sf)

  -- US$12.849M Cl. F Certificate, Definitive Rating Assigned B1
     (sf)

  -- US$12.85M Cl. G Certificate, Definitive Rating Assigned B3
     (sf)

                        Ratings Rationale

The Certificates are collateralized by 42 fixed rate loans secured
by 63 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 more diverse than previously rated large
loan transactions.  Moody's approach to rating the deal
incorporated a blend of both Moody's conduit and large loan rating
methodologies.

The credit risk of each underlying loan is determined primarily by
two factors: 1) Moody's assessment of the probability of default,
which is largely driven by each loan's the DSCR, and 2) Moody's
assessment of the severity of loss in the event of default, which
is largely driven by each loan's LTV ratio.  The Moody's Trust
Stressed DSCR of 1.25X 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 83.1% 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 86.8%
is also considered when analyzing various stress scenarios for the
rated debt.

The transaction benefits from one loan, identified as Liberty
Mutual Headquarters, being assigned a credit estimate of Aaa.  The
loan is the third largest asset in the transaction, representing
approximately 5.8% of the pool balance.  Loans assigned credit
estimates of Aaa are not expected to contribute any loss to a
transaction.  However, Moody's also considers the creditworthiness
of loans when evaluating the effects of pooling amongst portfolio
assets.  Generally, Aaa quality loans neither benefit nor harm the
diversity profile of a pool.  Excluding Liberty Mutual
Headquarters, the loan level Herfindahl score for the pool is 18.

Property type composition and correlations also affect transaction
performance.  Loans collateralized solely, or in part, by retail
properties represent 60.2% of the pool.  Despite a challenging
retail environment, the loans collateralized by retail properties
experienced low historical net operating income volatility.
However, property type concentrations increase asset correlations
which affect pool default and loss distributions.  Loans
collateralized solely, or in part, by office properties represent
38.0% of the pool.  Historically, office properties have
experienced a high degree of net operating income volatility
compared to other commercial real estate sectors.

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%, 15%, or 23%, the model-indicated rating for the currently
rated Aaa classes would be Aa1, Aa3, 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.


COMM MORTGAGE: Fitch Downgrades Ratings on 15 2006-C8 Certs.
------------------------------------------------------------
Fitch Ratings downgrades 15 classes of COMM Mortgage Trust 2006-
C8, commercial mortgage pass-through certificates, due to further
deterioration of performance.

The downgrades reflect an increase in Fitch modeled losses across
the pool, which includes assumed losses on loans in special
servicing and on performing loans with declines in performance
indicative of a higher probability of default.  Fitch modeled
losses of 12.45% (13.2% cumulative transaction losses which
includes losses realized to date).  As a result of the expected
losses on loans currently in special servicing, Fitch expects
classes K thru Q to be fully depleted and class J to be
significantly impacted.  As of the October 2010 distribution date,
the pool's aggregate principal balance has decreased 5.3% to
$3.78 billion from $3.57 billion at issuance, which reflects the
impact of 1.4% losses realized to date.  No loans have been
defeased.  As of October 2010, there are cumulative interest
shortfalls in the amount of $10 million, currently affecting
classes G through S.

Fitch has designated 63 loans (42%) as Fitch Loans of Concern,
which includes 27 specially serviced loans (15.7%).  Two of the
specially serviced loans (3.8%) are within the top 15 loans of the
pool.  The largest Loan of Concern ($300 million; 4.2% pari passu
trust balance) is secured by a portfolio of 48 self storage
facilities.  The facilities are located in six states, with the
largest concentration in Michigan (50% of allocated loan amount).
At issuance, the loan originator underwrote to a stabilized cash
flow based on increased occupancy at market rents; however, the
property performance has declined since issuance.  The most recent
servicer-reported combined occupancy is a combined 67.5%, compared
to 76.8% at issuance.  The servicer-reported YE 2009 DSCR was 1.02
times.  Based on current performance and anticipated declines in
future performance, losses are expected prior to the loan's
maturity in 2016.  As of October 2010, $1.7 million remains in the
debt service reserve with no releases remaining until the property
achieves a trailing six month debt service coverage ratio of
1.20x.

The second largest contributor to modeled losses are two crossed
loans ($106 million; 3%) secured by two Class B office properties
with approximately 265,800 sq ft in Midtown Manhattan.
Performance of the properties has deteriorated since issuance due
to a decline in occupancy levels and rental rates.  Combined
occupancy declined to 92.4% at Dec. 31, 2009 from 95.4% at
issuance and the servicer-reported DSCR dropped to 0.98x at YE2009
compared to 1.19x at issuance.  The properties have diversified
tenancy with relatively short-term leases, which results in
sizeable lease expirations most years.

The third largest contributor to modeled losses is a loan
($77.8 million; 2.2%) collateralized by approximately 405,000
square feet of a 689,601 sf regional mall located in Clovis,
California.  Property performance deteriorated due to the
bankruptcy and subsequent store closings of Mervyn's and
Gottschalk, which together leased 27.3% of the center's net
rentable area.  The Mervyn's pad was under a ground lease, which
was subsequently purchased by Kohl's.  As a result, occupancy rose
to 77.2% at June 30, 2010 compared to 67.2% at June 30, 2009, but
well below 87.9% at issuance.  The servicer-reported DSCR as of
June 30, 2010 was 0.98x.  The Kohl's ground lease will not have a
meaningful impact on property performance.  Based on current and
anticipated declines in performance, losses are expected prior to
the loan's maturity in 2016.  Major tenants remaining at the
property include Target and Sears.  Per a review of the recent
rent roll, approximately 14.4% of the leases are scheduled to
expire prior to YE2012.  The borrower has been working with
prospective tenants on leasing the vacant space.  At issuance,
a holdback reserve of $17.7 million was posted until the loan
reached a DSCR of 1.0x for the whole loan interest only or
1.15x on the reduced amount on an amortizing basis.  There is
$5.4 million remaining from this reserve as well as a $1.7 million
rollover reserve and $165,000 in replacement reserves.

The largest loss realized to date (approx. $31.6 million) was on a
specially serviced loan secured by 14 self storage facilities
located in eight states.  The loan transferred to special
servicing in April 2009 for payment default.  At issuance, the
loan was underwritten to a stabilized cash flow based on increased
occupancy at market rent providing for potential upside in future
cash flows, however, the portfolio fell significantly behind the
stabilization schedule.  The reported combined YE 2008 DSCR was
0.71x.  The special servicer took possession of the properties,
and subsequently sold five of the 14 properties to Public Storage
and the remaining nine properties to Metro Storage.  Metro Storage
assumed the remaining loan balance less a 10% equity contribution.

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

  -- $377.6 million class A-M to 'AA/LS4' from 'AAA/LS3'; Outlook
     Stable

  -- $302.1 million class A-J to 'B/LS4' from 'BB/LS4'; Outlook
     Negative

  -- $28.3 million class B to 'B-/LS5' from 'BB/LS5'; Outlook
     Negative

  -- $42.5 million class C to 'CCC/RR1' from 'BB/LS5';

  -- $37.8 million class D to 'CCC/RR1' from 'B/LS5';

  -- $23.6 million class E to 'CCC/RR1' from 'B/LS5';

  -- $28.3 million class F to 'CCC/RR1' from 'B-/LS5';

  -- $51.9 million class G to 'CCC/RR1' from 'B-/LS5';

  -- $37.8 million class H to 'CC/RR1' from 'B-/LS5';

  -- $42.5 million class J to 'CC/RR6' from 'B-/LS5';

  -- $42.5 million class K to 'CC/RR6' from 'B-/LS5';

  -- $18.9 million class L to 'C/RR6' from 'CCC/RR6';

  -- $18.9 million class M to 'C/RR6' from 'CCC/RR6';

  -- $4.7 million class N to 'C/RR6' from 'CCC/RR6';

  -- $9.4 million class O to 'C/RR6' from 'CCC/RR6';

Fitch has affirmed these classes and Rating Outlooks and LS
Ratings as indicated:

  -- $10.8 million class A-2A at 'AAA/LS2'; Outlook Stable
  -- $366 million class A-2B at 'AAA/LS2'; Outlook Stable
  -- $244.5 million class A-3 at 'AAA/LS2'; Outlook Stable
  -- $92.5 million class A-AB at 'AAA/LS2'; Outlook Stable
  -- $1.1 billion class A-4 at 'AAA/LS2'; Outlook Stable
  -- $666.5 million class A-1A at 'AAA/LS2'; Outlook Stable

Fitch has also withdrawn the ratings on the interest only classes,
X-P and X-S

The $14.2 million class P is not rated by Fitch.  The
$35.9 million class S and nearly all of the $9.4 million
class Q, which were also not rated by Fitch, have been
depleted due to recognized losses.


CORPORATE BACKED: S&P Raises Ratings on Class A-1 to 'BB'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Corporate
Backed Trust Certificates Series 2001-27 Trust's $38 million class
A-1 certificates to 'BB' from 'BB-'.

S&P's rating on the class A-1 certificates is dependent on the
rating assigned to the underlying security, Royal Caribbean
Cruises Ltd.'s 7.50% senior debentures due Oct. 15, 2027 ('BB').

The rating action follows the Nov. 17, 2010 raising of S&P's
rating on the underlying security to 'BB' from 'BB-'.  S&P may
take subsequent rating actions on the class A-1 certificates due
to changes in S&P's rating assigned to the underlying security.


CREDIT AND REPACKAGED: S&P Withdraws Ratings on 2007-18 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
notes from Credit and Repackaged Securities Ltd.'s series 2007-18
and Credit Default Swap ANZ Ref# SDB507893701, both U.S. synthetic
collateralized debt obligation transactions.

The rating withdrawals follow the early termination of the notes.

                        Ratings Withdrawn

               Credit and Repackaged Securities Ltd.
                          Series 2007-18

                                 Rating
                                 ------
                    Class      To      From
                    -----      --      ----
                    Notes      NR      CCC- (sf)

                       Credit Default Swap
                  ANZ CDS Reference# SDB507893701


                                 Rating
                                 ------
                    Class      To      From
                    -----      --      ----
                    Tranche    NR      AA+srp (sf)

                          NR - Not rated.


CREDIT SUISSE: S&P Downgrades Rating on Class M Certs. to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M commercial mortgage pass-through certificates from Credit Suisse
First Boston Mortgage Securities Corp.'s series 2002-CKN2, a U.S.
commercial mortgage-backed securities transaction, to 'D (sf)'
from 'CCC- (sf)'.

The downgrade follows principal losses sustained by the class as
reported in the Nov. 18, 2010, remittance report.  The class M
certificate reported a loss of 36.4% of its original certificate
balance ($9.2 million).  In addition, the class N certificate
lost 100% of its $2.3 million original balance.  S&P downgraded
the class N certificate to 'D (sf)' on May 21, 2010, due to
the liquidation of the Fayette Pomenade Shopping Center loan
($7.1 million exposure), which caused the trust to incur a
$3.1 million realized loss.

The recent principal losses resulted from the liquidation of one
real estate owned asset that was with the special servicer, C-III
Asset Management LLC.  The Wood Forest Glen Apartments REO asset
had a total exposure of $10.1 million and comprised a 336-unit
apartment complex in Houston, Texas.  The related loan was
transferred to C-III on Aug. 11, 2009, due to a monetary default.
The trust incurred a $5.6 million realized loss when the REO asset
was liquidated on Oct. 28, 2010, which was reflected in the most
recent remittance report.  Based on the November 2010 remittance
report data, the loss severity for this loan was 66.2%.

As of the Nov. 18, 2010, remittance report, the collateral pool
consisted of 179 assets with an aggregate trust balance of
$727.4 million, down from 204 assets totaling $918.1 million at
issuance.  Thirteen assets, totaling $62.2 million (8.6%), are
with the special servicer.  To date, the trust has experienced
losses on seven loans totaling $22.1 million.  Based on the
November remittance report, the weighted average loss severity
for these loans was approximately 56.5%.

Standard & Poor's rates 16 additional classes from this
transaction.

                          Rating Lowered

        Credit Suisse First Boston Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2002-CKN2

                              Rating
                              ------
                Class   To             From
                -----   --             ----
                M       'D (sf)'       'CCC- (sf)'


CREDIT SUISSE: S&P Raises Ratings on 2006-K1 Certificates
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of commercial mortgage pass-through certificates from
Credit Suisse Commercial Mortgage Trust Series 2006-K1, a U.S.
commercial mortgage-backed securities transaction.  Concurrently,
S&P affirmed its ratings on seven other classes from the same
transaction.

The upgrades on classes B and C reflect increased credit support
due to the deleveraging of the trust balance since issuance.  The
trust balance has declined 50.7% since issuance, reflecting the
payoff of 41 loans.

The upgrades and affirmations follow S&P's analysis of the
transaction structure and the remaining collateral in the pool
using its U.S. conduit and fusion CMBS criteria.  S&P's analysis
included a review of the credit characteristics of all of the
remaining loans in the pool.  With the exception of one loan
secured by a health care property, the remaining loans in the pool
are secured by multifamily properties.  S&P's analysis also
considered that, among other items, the majority of the borrowers
are not organized as special purpose entities, and that all of the
remaining loans are permitted to incur secondary financing subject
to meeting certain loan-to-value ratio and debt service coverage
threshold requirements based on a review of the transaction
documents.  According to the master servicer, GEMSA Loan Services
L.P., none of the remaining loans have incurred additional
secondary financing subsequent to origination.

Using servicer-provided financial information, S&P calculated an
adjusted DSC of 1.55x and a LTV ratio of 66.4%.  S&P further
stressed the loans' cash flows under S&P's 'AAA' scenario to yield
a weighted average DSC of 1.29x and an LTV ratio of 77.4%.  The
implied defaults and loss severity under the 'AAA' scenario were
15.0% and 12.8%, respectively.  The DSC and LTV calculations noted
above exclude the Wesley Park Apartments loan ($18.4 million,
3.9%), which was paid off in full subsequent to the October 2010
trustee remittance report, and three loans that S&P determined to
be credit-impaired ($17.5 million, 3.8%).  S&P separately
estimated losses for the three credit-impaired loans and included
them in S&P's 'AAA' scenario implied default and loss figures.

                       Transaction Summary

As of the Oct. 25, 2010, trustee remittance report, the collateral
pool balance was $467.4 million, which is 49.3% of the balance at
issuance.  The pool includes 64 non cross-collateralized and
cross-defaulted loans, down from 105 loans at issuance.  The
master servicer, GEMSA, provided financial information for 100.0%
of the loans in the pool, 95.9% of which was full-year 2009 data.

S&P calculated a weighted average DSC of 1.47x for the loans in
the pool based on the servicer-reported figures in the October
2010 trustee remittance report.  S&P's adjusted DSC and LTV ratio
were 1.55x and 66.4%, respectively.  S&P's adjusted DSC and LTV
figures exclude the Wesley Park Apartments loan ($18.4 million,
3.9%), which was paid off in full on Oct. 29, 2010, and three
loans that S&P determined to be credit-impaired ($17.5 million,
3.8%).  S&P separately estimated losses for the three credit-
impaired loans and included them in S&P's 'AAA' scenario implied
default and loss figures.

Standard & Poor's considered recent financial information provided
by the master servicer that was not reflected in the October 2010
trustee remittance report, which prompted a positive cash flow
adjustment for several of the larger loans in the pool, including
the third-, fourth-, sixth-, and eighth-largest loans in the pool.
The transaction has not experienced any losses to date.  Excluding
the Wesley Park Apartments loan, 12 loans ($102.1 million, 21.9%)
in the pool are on the master servicer's watchlist.  Nine loans
($68.5 million, 14.7%) have reported DSC below 1.10x, six of which
($40.0 million, 8.6%) have a reported DSC of less than 1.0x.

                      Credit Considerations

As of the Oct. 25, 2010, trustee remittance report, there were no
loans with the special servicer, GE Capital Realty Group Inc.
However, S&P determined three loans ($17.5 million, 3.8%) to be
credit-impaired.  The three multifamily loans are secured by
properties in Florida and Georgia.  Two of the three loans
reported negative cash flow, while the third loan reported a DSC
of 0.26x for year-end 2009.  As a result, S&P views these loans to
be at an increased risk of default and loss.

                     Summary of Top 10 Loans

Excluding the Wesley Park Apartments loan, the top 10 loans have
an aggregate outstanding balance of $175.8 million (37.6%).  Using
servicer-reported numbers, S&P calculated a weighted average DSC
of 1.39x for the top 10 loans.  S&P's adjusted DSC and LTV ratio
for the top 10 loans are 1.43x and 71.3%, respectively.  S&P
considered recent financial information provided by the master
servicer that was not reflected in the October 2010 trustee
remittance report, which prompted a positive cash flow adjustment
for the third-, fourth-, sixth-, and eighth-largest loans in the
pool.  Four of the top 10 loans ($62.2 million, 13.3%) are on the
master servicer's watchlist and are discussed below:

The Carrington Park Apartments loan ($18.2 million, 3.9%) is the
third-largest loan in the pool and the largest loan on the master
servicer's watchlist.  The loan is secured by a 364-unit garden-
style multifamily apartment complex in Plano, Texas.  The loan is
on the watchlist due to a low DSC of 1.08x for year-end 2009.  The
reported occupancy was 91.8% as of December 2009.

The Diamond Forest Apartments loan ($16.5 million, 3.5%) is the
fourth-largest loan in the pool and the second-largest loan on the
master servicer's watchlist.  The loan is secured by a 264-unit
garden-style multifamily apartment complex in Farmington Hills,
Mich.  The loan appears on the watchlist due to a low DSC of 1.13x
for year-end 2009.  According to GEMSA, occupancy was 95.8% as of
September 2010, and DSC improved to 1.38x for the six months ended
June 30, 2010.

The Rogers Ranch Apartments loan ($14.2 million, 3.1%) is the
fifth-largest loan in the pool and the third-largest loan on the
master servicer's watchlist.  The loan, secured by a 246-unit
garden-style multifamily apartment complex in San Antonio, Texas,
is on the watchlist due to a low DSC of 0.93x for year-end 2009.
The reported occupancy was 93.1% as of December 2009.  According
to GEMSA, the borrower is actively marketing the vacant units.

The Padre Garden Apartments loan ($13.3 million, 2.8%) is the
sixth-largest loan in the pool and the fourth-largest loan on the
master servicer's watchlist.  The loan is secured by a 344-unit
garden-style multifamily apartment complex in San Diego, Calif.
The loan appears on the watchlist due to a drop in occupancy to
77.3% as of year-end 2009.  GEMSA reported a 1.84x DSC for year-
end 2009.

Standard & Poor's stressed the collateral in the pool according to
its criteria.  The resultant credit enhancement levels are
consistent with S&P's raised and affirmed ratings.

                          Ratings Raised

      Credit Suisse Commercial Mortgage Trust Series 2006-K1
          Commercial mortgage pass-through certificates

                    Rating
                    ------
    Class       To          From       Credit enhancement (%)
    -----       --          ----       ----------------------
    B           A (sf)      BBB+ (sf)                    6.59
    C           A- (sf)     BBB (sf)                     6.08

                        Ratings Affirmed

      Credit Suisse Commercial Mortgage Trust Series 2006-K1
          Commercial mortgage pass-through certificates

   Class            Rating              Credit enhancement (%)
   -----            ------              ----------------------
   D                BBB- (sf)                             4.56
   E                BB+ (sf)                              4.05
   F                BB (sf)                               3.55
   G                BB- (sf)                              3.04
   H                B+ (sf)                               2.53
   J                B (sf)                                2.03
   K                B- (sf)                               1.52


CSAB MORTGAGE-BACKED: Moody's Downgrades Ratings on 75 Tranches
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 75
tranches and confirmed the ratings on 1 tranche from 5 RMBS
transactions, backed by Alt-A loans, issued by CSAB Mortgage-
Backed Pass-Through Certificates in 2006 and 2007.

                        Ratings Rationale

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

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

Tranche A-4 issued by CSAB 2006-4, tranches A-4-A, A-5-A, and A-6
issued by CSAB 2006-3, and tranche 1-A-4 and 1-A-5 issued by CSAB
2007-1 are wrapped by Assured Guaranty Municipal Corp. (Rated
Aa3).  For securities insured by a financial guarantor, the rating
on the securities is the higher of (i) the guarantor's financial
strength rating and (ii) the current underlying rating (i.e.,
absent consideration of the guaranty) on the security.  The
principal methodology used in determining the underlying rating is
the same methodology for rating securities that do not have a
financial guaranty and is as described earlier.

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: CSAB Mortgage-Backed Trust 2006-3

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

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

  -- Cl. A-1-B-2, Downgraded to Ca (sf); previously on Jan. 14,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

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

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

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

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

  -- Cl. A-4-A, Current Rating at Aa3 (sf); previously on Nov. 12,
     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, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-5-A, Current Rating at Aa3 (sf); previously on Nov. 12,
     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-B, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-6, Current Rating at Aa3 (sf); previously on Nov. 12,
     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-7, Downgraded to C (sf); previously on Jan. 14, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CSAB Mortgage Backed Trust 2006-1

  -- Cl. A-2, Confirmed at A1 (sf); previously on Jan. 14, 2010 A1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to C (sf); previously on Jan. 14, 2010 B3
     (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. A-6-A, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

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

Issuer: CSAB Mortgage Backed Trust 2006-4

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

  -- Cl. A-2-B, Downgraded to Ca (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, Current Rating at Aa3 (sf); previously on Nov. 12,
     2009 Confirmed at Aa3 (sf)

  -- Underlying Rating: Downgraded to Ca (sf); previously on
     Jan. 21, 2010 Caa2 (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, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-6-A, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

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

Issuer: CSAB Mortgage-Backed Trust Series 2007-1

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

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

  -- Cl. 1-A-2, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3A, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. 1-A-4, Current Rating at Aa3 (sf); previously 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 Corp (Confirmed at Aa3,
     Outlook Negative on Dec. 18, 2009)

  -- Cl. 1-A-5, Current Rating at Aa3 (sf); previously 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 Corp (Confirmed at Aa3,
     Outlook Negative on Dec. 18, 2009)

  -- Cl. 1-A-6A, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

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

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

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

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

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

  -- Cl. 2-A-5, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-6, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-1, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

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

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

  -- Cl. 3-A-4, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-5, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-6, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-7, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-8, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-9, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-10, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-11, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-12, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-13, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. 3-A-15, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-16, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-17, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-18, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-19, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-20, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-21, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-22, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-23, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-24, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-25, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-26, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-27, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-28, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-29, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-30, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

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

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

  -- Cl. 4-A-3, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. 4-A-5, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-6, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-7, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-8, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-9, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

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

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


CWALT INC: Moody's Downgrades Ratings on 272 Tranches
-----------------------------------------------------
Moody's Investors Service has downgraded the ratings of 272
tranches and confirmed the ratings on 15 tranches from 38 RMBS
transactions, backed by option arm loans, issued by Countrywide.

                        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.

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: CWALT, Inc. Alternative Loan Trust, Series 2005-44

  -- Cl. 1-A-1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2A, Confirmed at Aa1 (sf); previously on Jan. 27,
     2010 Aa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2B, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3B, Downgraded to A3 (sf); previously on Jan. 27,
     2010 Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3C, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-X, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2B, Downgraded to C (sf); previously on Jan. 27, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3C, Downgraded to C (sf); previously on Jan. 27, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-X, Downgraded to C (sf); previously on Jan. 27, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-14

  -- Cl. 2-A-1, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-X, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-X, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-1, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-X, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-16

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Caa2 (sf); previously on Jan. 27, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to Caa2 (sf); previously on Jan. 27, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. X-1, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. X-2, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-17

  -- Cl. 1-A-1, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to Ca (sf); previously on Jan. 27, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-X-1, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-X-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-X-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-X, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-24

  -- Cl. 1-A-1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-X, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1B, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1C, Downgraded to C (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-X, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-X, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-31

  -- Cl. 1-A-1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-X, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-X, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-36

  -- Cl. 1-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-A-X, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1B, Downgraded to Ba3 (sf); previously on Jan. 27,
     2010 Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1C, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-IO, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-1, Confirmed at B3 (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-IO, Confirmed at B3 (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-38

  -- Cl. A-1, Downgraded to Caa2 (sf); previously on Jan. 27, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Caa2 (sf); previously on Jan. 27, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. X, Downgraded to C (sf); previously on Jan. 27, 2010 Caa3
      (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-41

  -- Cl. 1-A-1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2B, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2C, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-X, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-X-1, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-X-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-45

  -- Cl. 1-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-X, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-X, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-X, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-51

  -- Cl. 1-A-1, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2A, Downgraded to Ba3 (sf); previously on Jan. 27,
     2010 Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3B, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3C, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-X, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2A, Confirmed at A1 (sf); previously on Jan. 27, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3B, Downgraded to B2 (sf); previously on Jan. 27,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3C, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-X, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-2A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-3A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-B2, Downgraded to Ca (sf); previously on Jan. 27,
     2010 Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-B3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-X-1, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-X-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-X, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-58

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
    (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-X, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-X, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-59

  -- Cl. 1-A-1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2A, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2B, Confirmed at A3 (sf); previously on Jan. 27, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2C, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-X, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-X, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-61

  -- Cl. 1-A-1, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3, Downgraded to Ca (sf); previously on Jan. 27, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-M-1, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Confirmed at Caa1 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2, Confirmed at Ca (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3, Confirmed at Ca (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-69

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-72

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Ca (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-IM1

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-J7

  -- Cl. 2-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-X-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-X-2A, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-X-2B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA10

  -- Cl. 1-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. X-AD, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. X-BI, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. X-BJ, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. X-NB, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. X-PP, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA12

  -- Cl. A-1B, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-1C, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. X, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. X-P, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA14

  -- Cl. 1-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. X-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. X-2, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA16

  -- Cl. A-1B, Confirmed at Aaa (sf); previously on Jan. 27, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-1C, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-1D, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4C, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA17

  -- Cl. 1-A1-A, Downgraded to Ca (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A1-B, Downgraded to Baa1 (sf); previously on Jan. 27,
     2010 Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A1-C, Downgraded to Ca (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A1-D, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2-A, Confirmed at Ca (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2-B, Confirmed at Baa1 (sf); previously on Jan. 27,
     2010 Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2-C, Confirmed at Ca (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2-D, 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. 1-X-P, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-X, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA18

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA2

  -- Cl. A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2A, Upgraded to Ba2 (sf); previously on Jan. 27, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2B, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-7, Confirmed at Ca (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. X-1, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. X-1P, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. X-2, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA21

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. X, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA22

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA3

  -- Cl. 1-A-1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. X, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA6

  -- Cl. 1A-1A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1A-1B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1A-2, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1A-4A, 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
     Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA7

  -- Cl. 1-A-1, Confirmed at Ca (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-4, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-X, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-X, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-AL1

  -- Cl. A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OA3

  -- Cl. 1-A-1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2, Confirmed at Ca (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. X, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OA4

  -- Cl. A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OA7

  -- Cl. A-1-A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-1-B, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2-A, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2-B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OA9

  -- Cl. A-1, Downgraded to Caa3 (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. X-P, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OH1

  -- Cl. A-1-A, Downgraded to Aa3 (sf); previously on Jan. 27,
     2010 Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-1-B, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-1-C, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-1-D, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2-A, Downgraded to B1 (sf); previously on Jan. 27, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2-B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2-C, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2-D, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. X-P, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OH2

  -- Cl. A-1-A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-1-B, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2-A, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2-B, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OH3

  -- Cl. A-1-A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-1-B, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to C (sf); previously on Jan. 27, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade


FIRST HORIZON: Moody's Downgrades Ratings on Six Tranches
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of six
tranches from four RMBS transactions issued by First Horizon ABS
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 issued by First
Horizon ABS Trust 2004-HE1, Class A issued by First Horizon Trust
2004-HE3, and Notes issued by First Horizon ABS Trust 2006-HE1 are
wrapped by Financial Guaranty Insurance Company (Rating
Withdrawn).  RMBS securities wrapped by Financial Guaranty
Insurance Company 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 A
from First Horizon ABS Trust 2004-HE2 and Pool A from First
Horizon ABS Trust 2006-HE2, 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: First Horizon ABS Trust 2004-HE1

  * Expected Losses (as a % of Original Balance): 3%

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

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

Issuer: First Horizon ABS Trust 2004-HE3

  * Expected Losses (as a % of Original Balance): 5%

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

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

Issuer: First Horizon ABS Trust 2004-HE4

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

  -- Cl. A-3, Downgraded to B1 (sf); previously on March 18, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

  -- Cl. A-4, Downgraded to B2 (sf); previously on March 18, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

  -- Cl. A-5, Downgraded to B2 (sf); previously on March 18, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

Issuer: First Horizon HELOC Notes 2006-HE1

  * Expected Losses (as a % of Original Balance): 18%

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

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


G-FORCE CDO: Fitch Takes Rating Actions on Various Classes
----------------------------------------------------------
Fitch Ratings has downgraded four and affirmed nine classes of G-
Force CDO 2006-1 Ltd./Corp.  The actions are a result of continued
negative credit migration within the portfolio.

Since Fitch's last rating action in January 2009, approximately
44.2% of the portfolio has been downgraded.  Currently, 54% has
a Fitch derived rating below investment grade and 22.5% has a
rating in the 'CCC' rating category or lower.  As of the Oct. 25,
2010 trustee report, 21.3% of the collateral is experiencing
interest shortfalls.  Further, the transaction has experienced
$112.9 million in principal losses and $21.7 million in paydowns
since the last review.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model for projecting future default levels
for the underlying portfolio.  Based on this analysis, the credit
characteristics of classes A-1 through JRFL are generally
consistent with the ratings assigned below.

For the class B through D and F through J notes, Fitch analyzed
each class' sensitivity to the default of assets experiencing
interest shortfalls and distressed ('CCC' and below), given the
limited expected recovery prospects of these assets upon default.
Class E remains in default and is thus affirmed at 'D.  Although
classes F through J are no longer receiving interest proceeds, the
transactions documents allow these classes to capitalize missed
interest payments.

The Negative Rating Outlook on classes A-1 through SSFL reflects
Fitch's expectation that underlying CMBS loans will continue to
face refinance risk at maturity.  Fitch also assigned Loss
Severity ratings to the notes.  The LS ratings indicate each
tranche's potential loss severity given default, as evidenced by
the ratio of tranche size to the expected loss for the collateral
under the 'B' stress.  The LS rating should always be considered
in conjunction with probability of default indicated by a class'
long-term credit rating.  Fitch does not assign Rating Outlooks or
LS ratings to classes rated 'CCC' or lower.

G-Force 2006-1 is a commercial real estate collateralized debt
obligation that closed on Sept. 13, 2006.  The transaction is
collateralized by 94.2% commercial mortgage backed securities,
3.2% SF CDOs, and 2.6% commercial real estate loans which have
been defeased.

Fitch has affirmed these classes:

  -- $25,950,180 class A-1 at 'AAAsf/LS5'; Outlook Stable;
  -- $42,921,000 class B at 'Csf';
  -- $18,709,000 class C at 'Csf';
  -- $31,916,000 class D at 'Csf';
  -- $28,614,000 class E at 'Dsf';
  -- $12,507,042 Class F at 'Csf';
  -- $22,821,946 Class G at 'Csf';
  -- $17,214,420 class H at 'Csf';
  -- $23,764,495 Class J at 'Csf'.

Fitch has downgraded these classes:

  -- $74,600,000 class A-2 to 'AAsf/LS5' from 'AAAsf'; Outlook
     Negative;

  -- $135,273,000 class A-3 to 'CCCsf from 'Bsf';

  -- $171,407,696 Class SSFL to 'BBBsf/LS4' from 'Asf'; Outlook
     Negative;

  -- $67,000,000 class JRFL to 'CCCsf' from 'Bsf'.


GE CAPITAL: Moody's Takes Rating Actions on Various Classes
-----------------------------------------------------------
Moody's Investors Service upgraded the rating of one class,
downgraded five classes and affirmed eight classes of GE Capital
Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2001-2:

  -- Cl. A-4, Affirmed at Aaa (sf); previously on Aug. 9, 2001
     Assigned Aaa (sf)

  -- Cl. X-1, Affirmed at Aaa (sf); previously on Aug. 9, 2001
     Definitive Rating Assigned Aaa (sf)

  -- Cl. B, Affirmed at Aaa (sf); previously on Aug. 2, 2006
     Upgraded to Aaa (sf)

  -- Cl. C, Affirmed at Aaa (sf); previously on Aug. 16, 2007
     Upgraded to Aaa (sf)

  -- Cl. D, Affirmed at Aaa (sf); previously on Sept. 25, 2008
     Upgraded to Aaa (sf)

  -- Cl. E, Affirmed at Aaa (sf); previously on Oct. 9, 2008
     Upgraded to Aaa (sf)

  -- Cl. F, Upgraded to Aa2 (sf); previously on Oct. 9, 2008
     Upgraded to Aa3 (sf)

  -- Cl. G, Affirmed at A2 (sf); previously on Oct. 9, 2008
     Upgraded to A2 (sf)

  -- Cl. H, Affirmed at Baa2 (sf); previously on Oct. 9, 2008
     Upgraded to Baa2 (sf)

  -- Cl. I, Downgraded to B3 (sf); previously on Aug. 9, 2001
     Definitive Rating Assigned Ba2 (sf)

  -- Cl. J, Downgraded to Caa2 (sf); previously on Aug. 9, 2001
     Definitive Rating Assigned Ba3 (sf)

  -- Cl. K, Downgraded to Ca (sf); previously on June 15, 2005
     Downgraded to B2 (sf)

  -- Cl. L, Downgraded to C (sf); previously on June 15, 2005
     Downgraded to Caa1 (sf)

  -- Cl. M, Downgraded to C (sf); previously on June 15, 2005
     Downgraded to Caa2 (sf)

                        Ratings Rationale

The upgrade is due to the significant increase in subordination
due to loan payoffs and amortization and stable overall
performance.  The pool has paid down by 13% since last review.  In
addition, the pool benefits from 28% defeasance.

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 loans approaching
maturity in an adverse environment.  The entire pool has or will
mature within the next twelve months.  Ten of the loans,
representing 7% of the pool, have a Moody's stressed debt service
coverage ratio less than 1.0X.

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 the
current ratings.

Moody's rating action reflects a cumulative base expected loss of
4.5% of the current balance.  At last review, Moody's cumulative
base expected loss was 2.7%.  Moody's stressed scenario loss is 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 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 underlying rating of the
loan which corresponds to a range of credit enhancement levels.
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the underlying rating level, is incorporated for
loans with similar credit estimates in the same transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 39 compared to 51 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities 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 9, 2008.

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

                         Deal Performance

As of the November 12, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 33% to $674.7
million from $1.00 billion at securitization.  The Certificates
are collateralized by 101 mortgage loans ranging in size from less
than 1% to 6% of the pool, with the top ten loans representing 28%
of the pool.  The pool includes two loans with investment grade
credit estimates, representing 9% of the pool.  Twenty-six loans,
representing 28% of the pool, have defeased and are collateralized
with U.S. Government securities.

Twenty 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.

Six loans have been liquidated from the pool since securitization,
resulting in an aggregate $13.5 million loss (28% loss severity on
average).  Currently, six loans, representing 4% of the pool, are
in special servicing.  The master servicer has recognized an
aggregate $10.3 million appraisal reduction for all of the
specially serviced loans.  Moody's has estimated an aggregate
$14.9 million loss (64% expected loss on average) for the
specially serviced loans.

Moody's has assumed a high default probability for nine poorly
performing loans representing 7% of the pool.  Moody's has
estimated a $9.1 million loss (20% expected loss based on a 50%
probability default) from the troubled loans.

Moody's was provided with full year 2009 operating results for 86%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV for the conduit component is 76%
compared to 86% at Moody's prior review.  Moody's net cash flow
reflects a weighted average haircut of 11.4% to the most recently
available net operating income.  Moody's value reflects a weighted
average capitalization rate of 9.5%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs for the conduit component are 1.33X and 1.38X,
respectively, compared to 1.21X and 1.40X 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.

The largest loan with a credit estimate is the Holiday Inn -- 57th
Street Loan ($41.8 million -- 6.2% of the pool), which is secured
by a 596-room full service hotel located in midtown Manhattan.
Performance has declined since last review due to a decline in
tourist and business travel resulting from the economic recession.
The loan is currently on the watchlist due to its decline in
performance.  Moody's credit estimate and stressed DSCR are Baa3
and 1.79X, respectively, compared to 38% and 3.00X at last review.

The second loan with an investment grade credit estimate is the
Lake Buena Vista Stores Loan ($15.9 million -- 2.4% of the pool),
which is secured by a 179,400 square foot factory outlet center
located in Orlando, Florida.  The center was 100% leased as of
January 2009, the same as at last review.  The largest tenants
include Vanity Fair, Liz Claiborne and Reebok.  The loan has
amortized approximately 6% since last review on a 25-year
schedule.  Moody's underlying rating and stressed DSCR are A2 and
2.02X, respectively, compared to A3 and 1.77X at last review.

The top three performing conduit loans represent 10% of the pool.
The largest loan is the One Capital Loan ($24.9 million -- 3.7% of
the pool), which is secured by two office buildings totaling
201,700 square feet located in downtown Sacramento, California.
The largest tenant is the California Parks and Recreation which
leases 32% of the net rentable area (NRA) through April 2011.
Moody's LTV and stressed DSCR are 80% and 1.31X, respectively,
compared to 94% and 1.12X at last review.

The second largest loan is the Meadowbrook Commons Loan ($18.9
million -- 3.3% of the pool), which is secured by a 173,000 square
foot anchored retail center located in Freeport, New York.
Anchors include Stop & Shop, Toys'R'Us and Marshalls.  Moody's LTV
and stressed DSCR 80% and 1.25X, respectively, compared to 88% and
1.14X at last review.

The third largest loan is the Dreamland Shopping Center & Lowe's
Loan ($18.7 million -- 2.8% of the pool), which is secured by a
Lowe's Home Improvement store and an adjacent 126,800 square foot
anchored retail center located in Asheville, North Carolina.
Moody's LTV and stressed DSCR 88% and 1.14X, respectively,
compared to 87% and 1.15X at last review.


GE COMMERCIAL: Moody's Upgrades Ratings on Two 2004-C1 Certs.
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
downgraded six classes and affirmed ten classes of GE Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2004-C1:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on Dec. 10, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on Dec. 10, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on Dec. 10, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-1, Affirmed at Aaa (sf); previously on Dec. 10, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-2, Affirmed at Aaa (sf); previously on Dec. 10, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. B, Affirmed at Aaa (sf); previously on March 6, 2007
     Upgraded to Aaa (sf)

  -- Cl. C, Affirmed at Aaa (sf); previously on Sept. 25, 2008
     Upgraded to Aaa (sf)

  -- Cl. D, Upgraded to Aa1 (sf); previously on Sept. 25, 2008
     Upgraded to Aa3 (sf)

  -- Cl. E, Upgraded to Aa3 (sf); previously on March 6, 2007
     Upgraded to A2 (sf)

  -- Cl. F, Affirmed at Baa1 (sf); previously on Dec. 10, 2004
     Definitive Rating Assigned Baa1 (sf)

  -- Cl. G, Affirmed at Baa2 (sf); previously on Dec. 10, 2004
     Definitive Rating Assigned Baa2 (sf)

  -- Cl. H, Affirmed at Baa3 (sf); previously on Dec. 10, 2004
     Definitive Rating Assigned Baa3 (sf)

  -- Cl. J, Downgraded to Ba2 (sf); previously on Dec. 10, 2004
     Definitive Rating Assigned Ba1 (sf)

  -- Cl. K, Downgraded to B2 (sf); previously on Dec. 10, 2004
     Definitive Rating Assigned Ba2 (sf)

  -- Cl. L, Downgraded to Caa2 (sf); previously on Dec. 10, 2004
     Definitive Rating Assigned Ba3 (sf)

  -- Cl. M, Downgraded to Ca (sf); previously on Dec. 10, 2004
     Definitive Rating Assigned B1 (sf)

  -- Cl. N, Downgraded to C (sf); previously on Dec. 10, 2004
     Definitive Rating Assigned B2 (sf)

  -- Cl. O, Downgraded to C (sf); previously on Dec. 10, 2004
     Definitive Rating Assigned B3 (sf)

                        Ratings Rationale

The upgrades are due to the significant increase in subordination
due to loan payoffs and amortization and the pool's exposure to
defeased loans, which represent 15% of the current pool balance.
The pool has paid down by 38% since Moody's last review.

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans and concerns about loans approaching
maturity in an adverse environment.  Sixteen loans, representing
11% of the pool, have either matured or mature within the next 36
months and have a Moody's stressed debt service coverage ratio
less than 1.0X.

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

Moody's rating action reflects a cumulative base expected loss of
2.7% of the current balance.  At last review, Moody's cumulative
base expected loss was 1.8%.  Moody's stressed scenario loss is
7.7% 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 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 March 6, 2007.

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

                         Deal Performance

As of the November 10, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 41% to $768 million
from $1.29 billion at securitization.  The Certificates are
collateralized by 104 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 37%
of the pool.  Sixteen loans, representing 15% of the pool, have
defeased and are collateralized with U.S. Government securities.
The pool contains one loan, representing 6% of the pool, with an
investment grade credit estimate.

Sixteen 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.  Moody's has assumed a
high default probability for two of the watchlisted loans and has
estimated a $1.2 million loss (20% expected loss based on an 50%
default probability) from these troubled loans.

Nine loans have been liquidated from the pool, resulting in an
aggregate realized loss of $17.4 million (35% loss severity
overall).  Four loans, representing 6% of the pool, are currently
in special servicing.  The largest specially serviced loan is the
Hanford Mall loan ($27.8 million -- 3.6%), which is secured by a
323,000 square foot retail property located in Hanford,
California.  The loan was transferred into special servicing
September 2010 due to imminent default and has requested a
maturity date extension.  The property was 95% leased as of June
2010 compared to 98% at Moody's last review.  Currently Moody's is
not anticipating a loss on this loan.  The remaining specially
serviced loans are secured by office, multifamily and manufactured
housing properties and the these loans each represent less than 2%
of the pool.  Moody's has estimated an aggregate $6.4 million loss
(45% expected loss on average) for the specially serviced loans.

Moody's was provided with full year 2009 operating results for 99%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 81% compared to 89% at Moody's
prior review.  Moody's net cash flow reflects a weighted average
haircut of 11% to the most recently available net operating
income.  Moody's value reflects a weighted average capitalization
rate of 9.1%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.51X and 1.31X, respectively, compared to
1.45X and 1.15X 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 40 compared to 66 at Moody's prior review.

The loan with a credit estimate is the AFR Portfolio Loan
($43.9 million -- 5.7%), which represents a 23.9% pari-passu
interest in a first mortgage loan secured by 115 properties
located in various states.  The properties consist of office,
operation centers and retail bank branches.  As of December 2009,
the portfolio was 86% leased compared to 90% at last review.  Six
properties have been released from the pool and 31 properties,
representing 24% of the loan balance, have defeased since
securitization.  Due to property releases, defeasance and loan
amortization, the loan balance has decreased by approximately 42%
since securitization.  Moody's current credit estimate and
stressed DSCR are A1 and 1.82X, respectively, compared to A1 and
1.25X at last review.

The top three performing conduit loans represent 14% of the pool
balance.  The largest loan is the Arapahoe Crossings Shopping
Center Loan ($44.5 million -- 5.8%), which is secured by a 466,000
square foot retail power center built in phases between 1997 and
2001.  The property consists of 14 contiguous and free standing
buildings and is located in Aurora (Denver), Colorado.  The
largest tenants are Kohl's (18.6% GLA; lease expiration January
2040; Moody's senior unsecured rating Baa1), Colorado Cinema
Holding (16.1% GLA; lease expiration January 2018) and Kroger
(15.0% GLA; lease expiration January 2019; Moody's senior
unsecured rating Baa2).  As of March 2010, the property was 94%
leased, the same as at last review.  The loan has amortized 7%
since las review.  Moody's LTV and stressed DSCR are 82% and
1.19X, respectively, compared to 85% and 1.14X at last review.

The second largest loan is the Elmwood Shopping Center Loan
($33.3 million -- 4.3%), which is secured by a 458,000 square
foot power center built in 1972 and renovated in 1997.  The
property is located in Harahan, approximately 10 miles west of
New Orleans, Louisiana.  The largest tenants are Elmwood Fitness
(17.8% GLA; lease expiration December 2012), Marshalls (7.9% GLA;
lease expiration October 2012) and OfficeMax (7% GLA; lease
expiration December 2012).  As of June 2010, the property was 96%
leased compared to 92% at last review.  Leases for approximately
33% of the GLA expire by year-end 2012.  Property performance has
increased since last review and the loan has amortized 6% since
last review.  Moody's LTV and stressed DSCR are 72% and 1.43X,
respectively, compared to 91% and 1.13X at last review.

The third largest loan is the Devonshire Reseda Shopping Center
Loan ($28.1 million -- 3.7%), which is secured by a 183,000 square
foot shopping center located in Northridge, California.  The
property was 98% leased as of September 2010 compared to 96% at
securitization.  Property performance has improved since last
review and the loan has amortized 6% since last review.  Moody's
LTV and stressed DSCR are 68% and 1.42X, respectively, compared to
80% and 1.21X at last review.


GREENWICH CAPITAL: S&P Downgrades Ratings on 2003-C2 Securities
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage-backed securities from Greenwich
Capital Commercial Funding Corp.'s series 2003-C2.  In addition,
S&P affirmed its ratings on 10 other classes from the same
transaction.

The rating actions follow S&P's analysis of the transaction using
its U.S. conduit and fusion CMBS criteria and reflect anticipated
credit support erosion.  The downgrades of the subordinate classes
also reflect credit support erosion that S&P anticipate will occur
upon the eventual resolution of three specially serviced assets,
as well as its analysis of two loans that S&P deemed to be credit-
impaired.  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 1.39x and a loan-to-value ratio of 90.6%.  S&P
further stressed the loans' cash flows under its 'AAA' scenario to
yield a weighted average DSC of 1.06x and an LTV of 123.7%.  The
implied defaults and loss severity under the 'AAA' scenario were
61.7% and 24.0%, respectively.

The DSC and LTV calculations S&P noted above exclude 15 defeased
loans ($233.9 million, 21.4%), two ($32.5 million, 3.0%) specially
serviced assets, and two additional loans that S&P deemed to be
credit-impaired ($148.0 million, 13.6%).  S&P separately estimated
losses for the four specially serviced and credit-impaired assets
and included them in S&P's 'AAA' scenario implied default and loss
figures.

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

                      Credit Considerations

As of the November 2010 remittance report, three assets
($80.3 million, 7.4%) were with the special servicer, LNR
Partners Inc., including two top 10 loans.  One is in matured
balloon status ($27.2 million, 2.5%), one is 60-days delinquent
($5.3 million, 0.5%), and one is current ($47.9 million, 4.4%).

The Windsor Hotel Portfolio loan ($47.9 million total exposure,
4.4%) is the largest loan with the special servicer and the
fourth-largest loan in the pool.  The subject is comprised of a
portfolio of seven hotels, six in California and one in Michigan.
The hotels operate under the Embassy Suites, Marriott, and
Radisson Suites flags, and together offer a total of 1,531 rooms.
The loan is current, and reported DSC and occupancy were 1.82x and
73.8%, respectively, as of Dec. 31, 2008.  The loan was originally
transferred to the special servicer on May 25, 2010, due to
imminent maturity default on June 1, 2010.   The loan was modified
on Sept. 8, 2010, by Berkadia Commercial Mortgage LLC, the special
servicer.  The modification terms included a two-year maturity
extension.  The loan is slated to be returned to the master
servicer, Wachovia Bank N.A.

The Minnesota Center loan ($27.6 million total exposure, 2.6%) is
the second-largest loan with the special servicer and the 10th-
largest loan in the pool.  The loan was originally transferred to
the special servicer on Jan. 26, 2010, due to imminent maturity
default.  The loan is secured by a 208,835-sq.-ft. 14-story class
B office property in Bloomington, Minn.  The loan is past
maturity.  As of Sept. 30, 2009, the reported DSC and occupancy
were 0.65x and 54.4%, respectively.  Standard & Poor's anticipates
a moderate loss upon the eventual resolution of this loan.

The Orchards Executive loan ($5.4 million total exposure, 0.5%) is
the third-largest asset with the special servicer.  The property
is a 72,680-sq.-ft. office building in Farmington Hills, Mich.
The loan was originally transferred to the special servicer on
March 11, 2010, due to imminent monetary default.  The loan is 60-
days delinquent and had a DSC of 1.61x as of Sept. 30, 2009.
Standard & Poor's anticipates a significant loss upon the eventual
resolution of this asset.

The above statistics do not reflect one loan ($15.6 million, 1.4%)
that was not with the special servicer as of the November
remittance report.  The City Center loan was transferred to the
special servicer on Nov. 18, 2010, due to imminent default.  It
is the 22nd-largest loan in the pool and has a maturity date of
Dec. 1, 2010.  The loan is secured by a 238,772-sq.-ft. office
property in St.  Petersburg, Fla.  The loan is current.  As of the
second quarter of 2010, the reported DSC and occupancy were 1.21x
and 72.8%, respectively.  Standard & Poor's anticipates a moderate
loss upon the eventual resolution of this asset.

In addition to the specially serviced assets, S&P deemed two
loans ($148.0 million, 13.5%) to be credit-impaired.  Both loans
are at increased risk of default and loss due to vacancy issues.
The largest credit-impaired loan, the U.S. Bank Tower loan
($120.2 million, 11.0%) is the largest loan in the pool and is
secured by a 1.4 million-sq.-ft. class A office building in Los
Angeles.  Per the master servicer watchlist comments, occupancy
was 54.2% as of June 30, 2010, which is attributed to the loss of
the two largest tenants at the property.  The largest tenant,
Latham & Watkins, held 19.2% of gross leasable area and vacated
upon their lease expiration on Dec. 14, 2009.   The second-largest
tenant, Pacific Enterprises, held 15.8% of gross leasable area
before vacating the property and subleasing approximately 85% of
their remaining space.  Their lease expired on June 30, 2010, and
the borrower has worked to secure new leases with the subleasers.

The second loan S&P deemed to be credit-impaired, the Morris
Business Campus loan ($27.7 million, 2.5%) is the ninth-largest
loan in the pool and is secured by a 329,850-sq.-ft. office
complex in Morris Plains, N.J.  Per the rent roll dated June 2010,
the subject is 81.8% occupied and reported DSC as of Sept. 30,
2009 was 1.12x.  An e-mail from the master servicer, Wachovia,
indicated that the largest tenant, Travelers, which holds 26.6.%
of net rentable area, will not be renewing upon their lease
expiration of Jan. 31., 2011.

Four loans totaling $29.9 million (1.7%) that were previously with
the special servicer have been returned to the master servicer.
According to the transaction documents, the special servicer is
entitled to a workout fee equal to 1.0% of all future principal
and interest payments on the corrected loans, provided that they
continue to perform and remain with the master servicer.

                       Transaction Summary

As of the November 2010 remittance report, the collateral balance
was $1.1 billion, which is 62.8% of the balance at issuance.  The
collateral includes 64 loans, down from 80 loans at issuance.
Fifteen ($233.9 million, 21.4%) of the loans are defeased (one is
partially defeased).  As of the November 2010 remittance report,
the master servicer, Wachovia, had provided financial information
for 100.0% of the nondefeased loans in the pool, all of which was
full-year 2008, interim-2009, full-year 2009, or trailing 12
months ended March 31, 2010, data.

S&P calculated a weighted average DSC of 1.70x for the pool based
on the reported figures.  S&P's adjusted DSC and LTV, which
exclude 15 defeased loans ($233.9 million, 21.4%), two specially
serviced assets ($32.5 million, 3.0%), and two additional loans
that S&P deemed to be credit-impaired ($148.0 million, 13.6%),
were 1.39x and 90.6%, respectively.  S&P separately estimated
losses for the four specially serviced and credit-impaired assets
and included them in its 'AAA' scenario implied default and loss
figures.

Thirteen loans ($267.8 million, 24.6%) are on the master
servicer's watchlist.  Three loans ($32.7 million, 3.0%) have a
reported DSC below 1.10x, and one of these loans ($27.2 million,
2.5%) have a reported DSC of less than 1.00x.  To date, the pool
has experienced principal losses totaling $18.8 million on three
loans.

                     Summary of Top 10 Loans

The top 10 real estate exposures have an aggregate outstanding
balance of $536.3 million (49.2%) and include two specially
serviced loans ($75.4 million total exposure, 6.9%) discussed in
the Credit Considerations section above and three loans on the
master servicer's watchlist ($188.8 million, 17.3%).  Using
servicer-reported numbers, S&P calculated a weighted average DSC
of 1.82x for the top 10 loans.

The master servicer reported a watchlist of 13 loans
($267.8 million, 24.6%), including three of the top 10 loans.
The largest loan in the pool and on the watchlist is the U.S.
Bank Tower loan, which S&P described as credit impaired in the
Credit Considerations section above.  The Generation Co. Hotel
Portfolio loan ($35.0 million, 3.2%) is the second-largest loan
on the watchlist and the sixth-largest loan in the pool.  This
loan is secured by a portfolio of nine extended-stay hospitality
properties in North Carolina and Virginia.  The reported DSC for
the trailing 12 months ended March 31, 2010, was 1.17x, and
occupancy was 71.2%.

The Marketplace at Huntingdon Valley loan is the third-largest
loan on the watchlist and eighth-largest loan in the pool.  This
loan is secured by a 245,877-sq.-ft. anchored retail complex in
Hungtingdon Valley, Pa.  Reported DSC decreased to 1.08x as of
year-to-date June 2010 from 1.17x as of year-end 2009 due to an
increase in snow removal expense.   Reported occupancy was 96.6%
as of March 31, 2010.

Standard & Poor's analyzed the transaction according to its
current criteria.  The rating actions are consistent with S&P's
analysis.

                         Ratings Lowered

            Greenwich Capital Commercial Funding Corp.
   Commercial mortgage pass-through certificates series 2003-C2

                Rating
                ------
      Class  To         From            Credit enhancement (%)
      -----  --         ----            ----------------------
      H      BBB (sf)   BBB+ (sf)               8.62
      J      BB (sf)    BBB (sf)                6.43
      K      B (sf)     BBB- (sf)               4.84
      L      CCC (sf)   BB (sf)                 3.85
      M      CCC- (sf)  B+ (sf)                 2.85
      N      CCC- (sf)  B (sf)                  1.86
      O      CCC- (sf)  B- (sf)                 1.26

                        Ratings Affirmed

            Greenwich Capital Commercial Funding Corp.
   Commercial mortgage pass-through certificates series 2003-C2

          Class  Rating            Credit enhancement (%)
          -----  ------            ----------------------
          A-3    AAA (sf)                           27.72
          A-4    AAA (sf)                           27.72
          B      AAA (sf)                           22.94
          C      AAA (sf)                           20.95
          D      AA+ (sf)                           16.98
          E      AA (sf)                            15.58
          F      A+ (sf)                            13.40
          G      A- (sf)                            11.01
          XP     AAA (sf)                             N/A
          XC     AAA (sf)                             N/A

                      N/A -- Not applicable.


HARBORVIEW MORTGAGE: Moody's Downgrades Ratings on 12 Tranches
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 12
tranches from 4 RMBS transactions, backed by Alt-A loans, issued
by HarborView Mortgage Loan Trust in 2006.

                        Ratings Rationale

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

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

Class 2A-1C issued by HarborView Mortgage Loan Trust 2006-14 is
wrapped by Ambac Assurance Corporation (Segregated Account -
Unrated).  For securities insured by a financial guarantor, the
rating on the securities is the higher of (i) the guarantor's
financial strength rating and (ii) the current underlying rating
(i.e., absent consideration of the guaranty) on the security.  The
principal methodology used in determining the underlying rating is
the same methodology for rating securities that do not have a
financial guaranty and is as described earlier.  RMBS securities
wrapped by Ambac Assurance Corporation are rated at their
underlying rating without consideration of Ambac's guaranty.

The 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 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: HarborView Mortgage Loan Trust 2006-11

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

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

Issuer: HarborView Mortgage Loan Trust 2006-14

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

  -- Cl. 2A-1A, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 B1 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. 2A-1C, Downgraded to C (sf); previously on April 16, 2010
     Downgraded to Ca (sf) and Placed Under Review for Possible
     Downgrade

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

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

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

Issuer: HarborView Mortgage Loan Trust 2006-3

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

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

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

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

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


HP COMMUNITIES: S&P Cuts Rating on Series 2008C Bond to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term ratings
on HP Communities LLC, Colorado's military housing revenue bonds
series 2008A, 2008B, and 2008C to 'A-', BB+', and 'BB' from 'AA-',
'A', and 'A-', respectively.  At the same time, Standard & Poor's
revised the outlook on the rating on the series 2008B and 2008C
bonds to negative from stable.

The ratings reflect S&P's view of these weaknesses:

* Declining debt service coverage of 1.26x, 1.03x, and 1.02x on
  the 2008A, 2008B, and 2008C bonds, respectively, based on 2010
  unaudited financial statements as of Aug. 31, 2010;

* Low occupancy of 83% as of September 2010; and

* Construction progress behind schedule at Hanscom Air Force Base.

The ratings also reflect S&P's view of these strengths:

* The assets supporting the bonds;

* The moderate-to-high essentiality of Hanscom AFB, high
  essentiality of Little Rock AFB, high essentiality of Patrick
  AFB, and high essentiality of Moody AFB;

* The experience and proven track record of the two developers,
  contractor, and property manager, Hunt Development Group, and
  Pinnacle AMS Development Co. as developer, Hunt Building Co.
  Ltd. as contractor, who combined, have successfully completed
  over a dozen Military Housing Privatization Initiative Projects;
  and

* A legal structure that satisfies Standard & Poor's criteria for
  privatized military housing.

"The negative outlook on the series 2008B and 2008C bonds reflects
the lower-than-expected occupancy and operating income at the
project, especially at Patrick AFB and Hanscom AFB," said Standard
& Poor's credit analyst Mikiyon Alexander.

HP Communities is a limited liability company whose managing
member is owned jointly by Hunt and Pinnacle.  HP Communities
commenced operations on Nov. 4, 2008, after purchasing the
privatization projects at Hanscom AFB, Little Rock AFB, Moody AFB,
and Patrick AFB.  About 2,619 units of family housing are
scheduled for delivery upon completion of the construction,
demolition, and renovation at the bases.


INDYMAC RESIDENTIAL: Moody's Downgrades Ratings on Four Tranches
----------------------------------------------------------------
Moody's Investors Service has downgraded four tranches of lot
loans RMBS issued by IndyMac Residential Mortgage-Backed Trust in
2005 and 2006.

Issuer: IndyMac Residential Mortgage-Backed Trust 2005-L2

  -- Cl. A-1, Downgraded to C (sf); previously on Sept. 30, 2009
     Downgraded to Ca (sf)

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

  -- Cl. A-2, Downgraded to C (sf); previously on Sept. 30, 2009
     Downgraded to Ca (sf)

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

Issuer: IndyMac Residential Mortgage-Backed Trust 2005-L3

  -- Cl. A, Downgraded to C (sf); previously on Sept. 30, 2009
     Downgraded to Ca (sf)

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

Issuer: IndyMac Residential Mortgage-Backed Trust 2006-L2

  -- Cl. A-2, Downgraded to C (sf); previously on Sept. 30, 2009
     Downgraded to Ca (sf)

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

                        Ratings Rationale

The rating actions are driven by increased expected losses on the
underlying pools in relation to available credit enhancement for
the tranches.

The collateral backing these transactions consists of first-lien
adjustable-rate residential lot loans.  Lot loans are used to
purchase land, with the ultimate purpose of building a home on the
land.  Most loans have a two-year or five-year maturity with a
single "balloon payment" at the maturity date.  Lot loans are
typically refinanced into construction loans evolving into regular
home mortgages.  Higher loss expectations are based on the
increased refinancing risk in the current depressed real estate
and construction markets, lack of exit opportunities in the
secondary market, a short loan tenor, and the loans' geographical
concentration in states that have been affected the most by the
housing crisis.

Moody's estimated losses on the underlying mortgage pools by
multiplying lifetime pipeline losses expected from the related
pools by a factor of 1.  The lifetime pipeline losses were derived
based on lifetime roll rates to default of 75% for current loans,
90% for 30 day delinquent loans, 100% for loans in all other
delinquency buckets including loans in foreclosure and REO (Real
Estate Owned) , each applied with a severity of 90%.  To assess
the rating implications of the updated loss levels, Moody's
analyzed each certificate's loss coverage ratio based on aggregate
credit enhancement compared to updated pool losses.  The
certificates that do not have enough loss coverage ratio to
maintain current ratings based on the new loss levels have been
downgraded.

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.

The implied ratings of these deals will not show further downward
transition even if loss estimates are stressed as these ratings
are already at the lowest rating level possible.


JP MORGAN: Fitch Downgrades Ratings on 17 2008-C2 Certs.
--------------------------------------------------------
Fitch Ratings has downgraded 17 classes of J.P. Morgan Chase
Mortgage Securities Trust, series 2008-C2, due to increased loss
estimates on the specially serviced loans.

As of the October 2010 remittance period, there are five loans
(21.7%) in special servicing.  Of these loans, the largest two,
The Promenade Shops at Dos Lagos (11.1%) and The Westin Portfolio
(9.2%) represent approximately 12% of Fitch's expected losses.
Total deal expected losses could reach as high as 17.5% in the
event these loans are liquidated at current value estimates.
Cumulative assumed losses are 19.4%, which include the 1.9% in
actual realized losses to date.

The pool's aggregate principal balance has decreased 2.9% to
$1.13 billion from $1.17 billion at issuance.  Cumulative interest
shortfalls in the amount of $12.5 million are currently affecting
classes A-J through T.

Fitch has designated 24 loans (46.9%) as Fitch Loans of Concern,
which includes the five specially serviced loans (21.7%).  The
largest specially serviced loan, The Promenade Shops at Dos Lagos,
is comprised of a 345,847 sf lifestyle/entertainment retail center
built in 2006/2007.  The loan transferred to special servicing in
October 2008 for monetary default after the borrower indicated the
property was significantly impacted by the downturn in the
economy.

An updated appraisal was received in early 2010, which indicated a
value sharply lower than the value from the 2009 appraisal.  Based
on the latest appraisal, the decline in value led the master
servicer to recognize an appraisal reduction of $108.1 million in
May 2010.

Recently, the current property manager presented a business plan
that will attempt to stabilize property operations.  The plan
focuses on retaining the core tenants and building the tenant base
around them.  The plan also includes the introduction of a new
movie theatre operator, and state-of-the-art upgrades to the 15-
screen theater that is collateral to the loan.  The new operator
brings strong experience to the center and the manager anticipates
that coupled with the equipment upgrades, theater performance will
be much stronger than it was under the previous operator.

As of November 2010, the special servicer indicated that tenant
retention has been better than anticipated and the asset is 88%
leased.  The special servicer added that year-to-date tenant
annual gross sales appear to be stabilizing and performance
through year-end will be an important proxy for future workout
strategies.

The next largest contributor to expected losses consists of the
Westin Portfolio, which is comprised of the 487-room Westin La
Polama in Tucson, Arizona, with a 27-hole Jack Nicklaus golf
course and spa, and the 412-room oceanfront Westin Hilton Head, in
Hilton Head, South Carolina.  The loan transferred to special
servicing in October 2008 for monetary default.  The properties
were significantly affected by the recession and its impact on
business and leisure travel.  Recently, special servicing
responsibilities were transferred from Midland Loan Services to
LNR Partners, Inc. LNR continues to negotiate with the borrower,
and updated appraisals are in progress.  Fitch's current loss
estimate is based on recent broker opinions of value and the 2009
appraisal; however, Fitch will review its analysis when the
ordered appraisals are completed.

One loan, which was previously specially serviced and represented
2.2% of the pool, was disposed from the trust in July 2010.  The
class NR balance was reduced from $21.9 million to $10.8 million
after realized losses.

Fitch downgrades these classes and revises the Outlooks, LS
ratings, and Recovery Ratings as indicated:

  -- $116.5 million class AM to 'BBsf/LS4' from 'BBB-/LS4';
     Outlook to Stable from Negative;

  -- $61.2 million class AJ to 'CCCsf/RR1' from 'B/LS5';

  -- $14.6 million class B to 'CCCsf/RR1' from 'B-/LS5';

  -- $14.6 million class C to 'CCCsf/RR6' from 'B-/LS5';

  -- $10.2 million class D to 'CCsf/RR6' from 'CCC/RR6';

  -- $8.7 million class L to 'Csf/RR6' from 'CC/RR6';

  -- $4.4 million class M to 'Csf/RR6' from 'CC/RR6';

  -- $5.8 million class N to 'Csf/RR6' from 'CC/RR6';

  -- $4.4 million class P to 'Csf/RR6' from 'CC/RR6';

  -- $2.9 million class Q to 'Csf/RR6' from 'CC/RR6';

  -- $4.4 million class T to 'Csf/RR6' from 'CC/RR6'.

Fitch also affirms these classes and revises the LS Ratings as
indicated:

  -- $1.1 million class A-1 at 'AAAsf/LS3' from 'AAA/LS2'; Outlook
     Stable;

  -- $68.1 million class A-2 at 'AAAsf/LS3' from 'AAA/LS2';
     Outlook Stable;

  -- $105.5 million class A-3 at 'AAAsf/LS3' from 'AAA/LS2';
     Outlook Stable;

  -- $54.5 million class A-SB at 'AAAsf/LS3' from 'AAA/LS2';
     Outlook Stable;

  -- $354.6 billion class A-4 at 'AAAsf/LS3' from 'AAA/LS2';
     Outlook Stable;

  -- $145 million class A-FL at 'AAAsf/LS3' from 'AAA/LS2';
     Outlook Stable;

  -- $64.7 million class A-1A at 'AAAsf/LS3' from 'AAA/LS2';
     Outlook Stable;

In addition, Fitch affirms these classes:

  -- $10.2 million class E at 'CCsf/RR6';
  -- $13.1 million class F at 'CCsf/RR6';
  -- $11.7 million class G at 'CCsf/RR6';
  -- $16 million class H at 'CCsf/RR6';
  -- $14.6 million class J at 'CCsf/RR6';
  -- $14.6 million class K at 'CCsf/RR6.

Fitch withdraws the rating on the interest-only class X.


JP MORGAN: S&P Raises Ratings on Four Classes of 2005-FL1 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from J.P.
Morgan Chase Commercial Mortgage Securities Corp.'s series 2005-
FL1, a U.S. commercial mortgage-backed securities transaction.
Concurrently, S&P affirmed its ratings on eight other classes from
the same transaction.

The upgrades on classes C, D, E, and F reflect increased credit
support due to the deleveraging of the trust balance since S&P's
last review dated Aug. 13, 2009.  Since then, the trust balance
has declined 50.2%, reflecting the payoff of three loans.

The upgrades and affirmations also consider S&P's analysis of the
transaction, which included a revaluation of the Meadowood Mall
that secures the sole remaining floating-rate loan in the
transaction.  Although the loan's performance has weakened, it has
been offset by deleveraging.

The affirmation of S&P's rating on the class X-2 interest-only
(IO) certificate reflects its current criteria.

The Meadowood Mall collateral is secured by 416,660 rentable sq.
ft. of in-line tenant space within an 888,640-sq.-ft. enclosed
regional mall in Reno, Nevada.  The loan has a trust balance of
$100.9 million and a whole-loan balance of $141.2 million
(according to the Nov. 15, 2010, trustee remittance report).  The
property's operating performance and tenant sales per sq.  ft.
have declined in the past two years, which according to the
borrower, is attributable to current local market conditions.

Based on S&P's review of the borrower's operating statements for
the year-to-date Sept. 30, 2010, the year-end 2009, its 2010
budget, and its Sept. 30, 2010, rent roll, S&P's adjusted net cash
flow has declined 18.0% since its last review.  The decline in NCF
primarily reflects decreases in rents and expense reimbursement
income at the property.  Occupancy (per the September 2010 rent
roll) was 88.1%, which is the same as in S&P's last review.  Using
a capitalization rate of 8.5%, its analysis yielded a stressed
loan-to-value ratio of 69.4% on the trust balance.  S&P's analysis
also considered the impact of two market competitors, The Summit
Reno, a lifestyle center that opened in 2006, and The Legends at
Sparks Marina, an outlet shopping and entertainment destination
that opened in September 2009.  According to the borrower, both
competitors have had a minimal impact on the Meadowood Mall's
operating performance.  The master servicer for this loan, Pacific
Life Insurance Co., reported an in-trust debt service coverage of
15.48x for the 12 months ended June 30, 2010.  The loan is indexed
to one-month LIBOR, which was 0.256% as reported in the Nov. 15,
2010, trustee remittance report.

The Meadowood Mall loan matured on Nov. 9, 2009, and according to
Pacific Life, it was modified effective Nov. 9, 2009.  The loan
modification included, among other items, extending the maturity
date to Jan. 9, 2012, depositing $3.0 million into a tenant
improvements/leasing commission reserve, paying down $30.0 million
of the whole-loan balance, and using 100.0% of excess cash flow on
a monthly basis to paydown the whole-loan balance.  It is S&P's
understanding from Pacific Life that no special servicing or
workout fees were incurred as a result of the loan modification.

                         Ratings Raised

      J.P. Morgan Chase Commercial Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2005-FL1

                  Rating
                  ------
      Class   To           From       Credit enhancement (%)
      -----   --           ----       ----------------------
      C       AAA (sf)     AA+ (sf)                    53.86
      D       AA+ (sf)     AA (sf)                     46.88
      E       AA (sf)      AA- (sf)                    40.56
      F       AA- (sf)     A+ (sf)                     32.91

                        Ratings Affirmed

      J.P. Morgan Chase Commercial Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2005-FL1

      Class   Rating                  Credit enhancement (%)
      -----   ------                  ----------------------
      A-2     AAA (sf)                                 72.81
      B       AAA (sf)                                 62.50
      G       A- (sf)                                  26.60
      H       BBB (sf)                                 19.95
      J       BBB- (sf)                                14.96
      K       BB+ (sf)                                  8.64
      L       B (sf)                                       0
      X-2     AAA (sf)                                   N/A

                       N/A - Not applicable.


KODIAK CDO: Moody's Cuts Rating on US$30MM Class C Notes to C (sf)
------------------------------------------------------------------
Moody's Investors Service announced that it has downgraded these
notes issued by Kodiak CDO I, Ltd.:

  -- US$338,500,000 Class A-1 First Priority Senior Secured
     Floating Rate Notes Due 2037 Notes (current balance of
     $269,197,909), Downgraded to B2 (sf); previously on April 9,
     2009 Downgraded to Ba3 (sf)

  -- US$30,000,000 Class C Fourth Priority Secured Deferrable
     Floating Rate Notes Due 2037 Notes (current balance of
     $30,584,831), Downgraded to C (sf); previously on April 9,
     2009 Downgraded to Ca (sf)

Moody's Investors Service announced that it has upgraded these
notes issued by Kodiak CDO I, Ltd.

  -- US$103,500,000 Class A-2 Second Priority Senior Secured
     Floating Rate Notes Due 2037 Notes, Upgraded to Caa3 (sf);
     previously on April 9, 2009 Downgraded to Ca (sf)

                        Ratings Rationale

Kodiak CDO I, Ltd., issued on March 1, 2006, is a collateral debt
obligation backed by a portfolio of CMBS securities and REIT trust
preferred securities (the 'TRUP CDO').  On April 9, 2009, the last
rating action date, Moody's downgraded four 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 downgrades on the Class A-1 and Class C
Notes are primarily the result of increase of the assumed
defaulted amount and Weighted Average Rating Factor of the pool.
The defaults increased by 38% since the last rating action.
Cumulative assumed defaulted amounts now total $171 million (26%
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 3701.  WARF assumptions for the last
rating action were 3226 for First Scenario and 2681 for Second
Scenario, details of which are explained in the last rating
actions' press release.  The downward rating action on the Class C
notes is primarily the result of the interest deferral due to the
lack of interest proceeds to pay the Notes.

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 30, 2010, the Class A/B Overcollateralization Test
is reported at 118.16%, Class C Overcollateralization Test is
reported at 110.71% and Class D Overcollateralization Test is
reported at 100.34%.

Moody's indicated that the upgrade on the Class A-2 Notes is the
result of an updated analysis incorporating certain rating
stresses assumed by Moody's and credit deterioration as well as
Moody's conclusion that the impact of these factors on the ratings
of the notes is not as negative as previously assessed in the last
rating action, despite the portfolio deterioration.

In Moody's opinion, most U.S. REITs and REOCs began to recover
earlier in the year and the credit fundamentals are stabilizing.
Moody's also expect relative rating stability for U.S. CMBS in
2011 as property markets recover.

In Moody's analysis, Moody's assume no prepayments.  The WAL of
the portfolio is approximately 17 years.

The portfolio of this CDO is composed of CMBS securities and trust
preferred securities issued by REITs 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 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 1000 points from the base case of 3701, 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 349 points, expected losses are one notch better than
the base case results.  Additionally, the effects of the actual
amortization profiles were tested resulting in an expected loss
improvement of about one notch for the Class A-2 notes.

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 this transaction, the risk of triggering an Event
of Default, the recent deal performance in the current market
conditions, 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 CDOROM v.2.6 to develop the default
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.2.6 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.


LB-UBS COMMERCIAL: Fitch Downgrades Ratings on 12 2005-C2 Certs.
----------------------------------------------------------------
Fitch Ratings downgrades 12 classes of LB-UBS Commercial Mortgage
Trust 2005-C2, commercial mortgage pass-through certificates due
to increased expected losses on specially serviced loans.

The downgrades are the result of loss expectations on the 14 loans
in special servicing.  Loss expectations on the entire pool have
increased to 9.3% from 6.2% at the last Fitch rating action.  In
addition, the pool has experienced actual losses of 1.7%, compared
to none at the prior review, and losses of 8.1% of the original
pool balance are expected.  Since the prior review, two of the 15
largest loans have paid off -- one in full and one incurred a 1%
loss.

As of the October 2010 distribution date, the pool's aggregate
principal balance has been reduced by 31% to $1.34 billion from
$1.9 billion at issuance.  Two loans (2.4%) have defeased.  As of
October 2010, cumulative interest shortfalls affect classes J
through Q.

Fitch designated 37 Loans of Concern (54%) within the pool, 11 of
which (31%) are specially serviced.  The largest specially
serviced loan (11.8%) is the Woodbury Office Portfolio II, which
is comprised of 22 office properties containing 1.1 million sf,
located in Long Island, NY.  The loan transferred to special
servicing in January 2010 due to imminent default and remains
current.  The borrower is in negotiations with the special
servicer and mezzanine lender discussing modification proposals.

The second largest specially serviced loan (7.5%) is Park 80 West,
which is secured by a two-building, 505,000 sf office complex
located in Saddle Brook, NJ.  The loan transferred to special
servicing in December 2009 due to imminent default and remains
current.  The property was 79% occupied as of February 2010.  The
borrower is currently in discussions with the special servicer
regarding a modification.

The largest Fitch Loan of Concern which is not in special
servicing (15.5%) is 909 Third Avenue, which is secured by a 33-
story, 1.3 million sf office building in Midtown Manhattan.
Occupancy has remained stable in 2010 and was 88% as of the July
2010 rent roll; however, space which has had tenants rolling has
been re-leased at lower rents.

Fitch stressed the value of the non-defeased loans by generally
applying a 5% haircut to 2009 fiscal year end net operating income
and applying an adjusted market cap rate between 7.5% 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
attained a DSCR of 1.25x or higher were assumed to pay off at
maturity.  Of the non-defeased or non-specially serviced loans, 41
loans (43.1%) were assumed not to be able to refinance, of which
Fitch modeled losses for 13 loans (6.2%) where Fitch's derived
value was less than the outstanding debt.

Fitch downgrades and assigns, maintains, or revises Rating
Outlooks, Recovery Ratings, and Loss Severity ratings as
indicated:

  -- $121.7 million class A-J to 'AAsf/LS4' from 'AAAsf/LS4';
     Outlook revised to Negative from Stable;

  -- $13.9 million class B to 'Asf/LS5' from 'AA+sf/LS5'; Outlook
     revised to Negative from Stable;

  -- $29.2 million class C to 'BBB-sf/LS5' from 'AAsf/LS5';
     Outlook revised to Negative from Stable;

  -- $38.9 million class D to 'BBsf/LS5' from 'BBBsf/LS5'; Outlook
     revised to Negative from Stable;

  -- $41.3 million class E to 'CCCsf/RR2' from 'BBsf/LS5';

  -- $17 million class F to 'CCCsf/RR6' from 'BBsf/LS5';

  -- $17 million class G to 'CCsf/RR6' from 'Bsf/LS5';

  -- $17 million class H to 'CCsf/RR6' from 'B-sf/LS5';

  -- $29.2 million class J to 'CCsf/RR6' from 'B-sf/LS5';

  -- $17 million class K to 'CCsf/RR6' from 'B-sf/LS5';

  -- $7.3 million class L to 'CCsf/RR6' from 'B-sf/LS5';

  -- $2.4 million class M to 'CCsf/RR6' from 'B-sf/LS5'.

Fitch affirms these classes and maintains or revises Rating
Outlooks and LS ratings:

  -- $59.1 million class A-2 at 'AAAsf/LS2'; Outlook Stable;
  -- $81 million class A-3 at 'AAAsf/LS2'; Outlook Stable;
  -- $304.7 million class A-4 at 'AAAsf/LS2'; Outlook Stable;
  -- $65.5 million class A-AB at 'AAAsf/LS2'; Outlook Stable;
  -- $470.7 million class A-5 at 'AAAsf/LS2'; Outlook Stable.

The $4.9 million class N and $177,079 class P are not rated by
Fitch.  Classes Q and S have been reduced to $0 due to losses.
Class A-1 has paid in full.

In addition, Fitch withdraws the ratings on the interest only
classes X-CP and X-CL.


LB-UBS COMMERCIAL: Moody's Downgrades Ratings on 17 2008-C1 Certs.
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 17 classes
and affirmed five classes of LB-UBS Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2008-C1:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on June 12, 2008
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-AB, Affirmed at Aaa (sf); previously on June 12, 2008
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2, Affirmed at Aaa (sf); previously on June 12, 2008
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2FL, Affirmed at Aaa (sf); previously on June 12, 2008
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on June 12, 2008
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-M, Downgraded to Aa3 (sf); previously on Oct. 5, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-J, Downgraded to Ba1 (sf); previously on Oct. 5, 2010
     A2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Ba3 (sf); previously on Oct. 5, 2010 A3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to B3 (sf); previously on Oct. 5, 2010 Baa1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Caa1 (sf); previously on Oct. 5, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Caa3 (sf); previously on Oct. 5, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Ca (sf); previously on Oct. 5, 2010 Ba1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Ca (sf); previously on Oct. 5, 2010 Ba2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to Ca (sf); previously on Oct. 5, 2010 B1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to C (sf); previously on Oct. 5, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to C (sf); previously on Oct. 5, 2010 Caa1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to C (sf); previously on Oct. 5, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. M, Downgraded to C (sf); previously on Oct. 5, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. N, Downgraded to C (sf); previously on Oct. 5, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. P, Downgraded to C (sf); previously on Oct. 5, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. Q, Downgraded to C (sf); previously on Oct. 5, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. S, Downgraded to C (sf); previously on Oct. 5, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from 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 October 5, 2010 Moody's placed 17 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
10.5% of the current balance.  At last full review, Moody's
cumulative base expected loss was 5.9%.  Moody's stressed scenario
loss is 21.0% 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 underlying rating of the
loan which corresponds to a range of credit enhancement levels.
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the underlying rating level, is incorporated for
loans with similar credit estimates in the same transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 14 compared to 19 at Moody's prior review.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities 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 6, 2009.

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

                         Deal Performance

As of the October 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 2% to
$988.7 million from $1.0 billion at securitization.  The
Certificates are collateralized by 62 mortgage loans ranging
in size from less than 1% to 14% of the pool, with the top ten
loans representing 63% of the pool.  The pool does not contain
any defeased loans.  Two loans, representing 13% of the pool,
have investment grade credit estimates.  At securitization, the
Westfield Southlake Loan ($140.0 million -- 14.2%) also had a
credit estimate.  However, due to performance declines and
increased leverage the loan is analyzed as part of the conduit
pool.

Eleven loans, representing 18% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council 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 since securitization.
Currently nine loans, representing 11% of the pool, are in special
servicing.  The largest specially serviced loan is the Kettering
Tower Loan ($27.5 million -- 2.8%), which is secured by a 484,265
square foot, 30-story office property located in downtown Dayton,
Ohio.  The loan was transferred to special servicing in April 2009
due to a technical violation.  Performance has declined
significantly since last review and the loan is 60 days
delinquent.  The remaining eight specially serviced loans are
secured by a mix of property types.  The master servicer has
recognized an aggregate $54.6 million appraisal reduction for
eight of the specially serviced loans.  Moody's has estimated an
aggregate loss of $62.8 million (59% expected loss on average) for
the specially serviced loans.

Moody's has assumed a high default probability for four poorly
performing loans representing 17% of the pool and has estimated a
$26.9 million loss (16% expected loss based on a 37% probability
default) from these troubled loans.

Moody's was provided with full year 2009 and partial year 2010
operating results for 83% and 78% of the performing pool,
respectively.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 111% compared to 161% at last
review.  Moody's net cash flow reflects a weighted average haircut
of 11% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.3%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.24X and 0.93X, respectively, compared to
0.94X and 0.74X 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.

The largest loan with a credit estimate is the Chevy Chase Center
Loan ($107.9 million -- 10.9%), which is secured by a 397,744
square foot mixed-use property located in Chevy Chase, Maryland.
At securitization, 51% of the overall net rentable area (NRA) was
leased but not fully occupied by The Mills Limited Partnership and
was subleased to seven tenants.  Although property performance has
been stable, it is operating below Moody's original projections.
The loan fully amortizes on a 240-month schedule and matures in
November 2026.  Moody's current credit estimate and stressed DSCR
are Baa3 and 1.33X, respectively, compared to Baa1 and 1.39X at
securitization.

The second largest loan with a credit estimate is the Sears Tower
Loan ($20.0 million -- 2.0%), which is a pari-passu interest in a
$510.0 million A-note.  The loan is secured by a 3.8 million
square foot office property located in Chicago, Illinois.
Property performance remains stable and the property was 79%
leased as of June 2010.  Moody's current credit estimate and
stressed DSCR are Baa3 and 1.38X, respectively, compared to Baa3
and 1.45X at securitization.

The top three performing conduit loans represent 31% of the pool
balance.  The largest conduit loan is the Westfield Southlake Loan
($140.0 million -- 14.2%), which is secured by the borrower's
interest in a 1.4 million square foot regional mall located in
Merrillville, Indiana.  The mall's is anchored by Sears (not part
of the collateral), J.C. Penney, and Macy's (not part of the
collateral).  The property was 96% leased as of June 2010, similar
to securitization.  Despite stable occupancy, property performance
has deteriorated due to lower effective gross income and increased
expenses.  The loan is interest-only for its entire ten-year term
maturing in January 2018.  Moody's LTV and stressed DSCR are 97%
and 0.97X, respectively, compared to 69% and 1.29X at
securitization.

The second largest loan is the Regions Harbert Plaza Loan
($90.5 million -- 9.2%), which is secured by a 613,764 square
foot office property built in 1989 and located in downtown
Birmingham, Alabama.  The largest tenant's include Regions Bank
(35% of the NRA; lease expiration December 2017) and Balch &
Bingham LLP (23% of the NRA; lease expiration October 2022).
The property was 96% leased as of August 2010, the same as at
last review.  Performance remains stable.  The loan had a 24-
month interest only period but is currently amortizing on a 360-
month schedule maturing in March 2018.  Moody's LTV and stressed
DSCR are 105% and 1.01X, respectively, compared to 117% and 0.90X
at last review.

The third largest loan is the Westin Charlotte Loan ($73.7 million
-- 7.5% of the pool), which is a pari-passu interest in a
$181.2 million first mortgage loan.  The loan is secured by a 26-
story, 700-room full service hotel located in Charlotte, North
Carolina.  Property performance has declined since last review as
the hotel has been impacted by the downturn in the tourism
industry.  The loan had a 12-month interest only period but now
amortizing on a 360-month schedule maturing in January 2018.  The
loan is on the master servicer's watchlist due to low DSCR.
Moody's considers this loan to have a high probability of default
and has identified it as a troubled loan.  Moody's LTV and
stressed DSCR are 173% and 0.67X, respectively, compared to 362%
and 0.34X at last review.


LB-UBS COMMERCIAL: Moody's Downgrades Ratings on Six Classes
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes
and affirmed 12 classes of LB-UBS Commercial Mortgage Trust Series
2004-C1:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on Feb. 20, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on Feb. 20, 2004
     Definitive Rating Assigned Aaa (sf)

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

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

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

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

  -- Cl. B, Affirmed at Aaa (sf); previously on Nov. 21, 2006
     Upgraded to Aaa (sf)

  -- Cl. C, Affirmed at Aaa (sf); previously on Nov. 21, 2006
     Upgraded to Aaa (sf)

  -- Cl. E, Affirmed at Aa3 (sf); previously on Nov. 21, 2006
     Upgraded to Aa3 (sf)

  -- Cl. D, Affirmed at Aa1 (sf); previously on Nov. 21, 2006
     Upgraded to Aa1 (sf)

  -- Cl. F, Affirmed at A1 (sf); previously on Nov. 21, 2006
     Upgraded to A1 (sf)

  -- Cl. G, Affirmed at A3 (sf); previously on Feb. 20, 2004
     Definitive Rating Assigned A3 (sf)

  -- Cl. H, Downgraded to Baa2 (sf); previously on Feb. 20, 2004
     Definitive Rating Assigned Baa1 (sf)

  -- Cl. J, Downgraded to Ba2 (sf); previously on Feb. 20, 2004
     Definitive Rating Assigned Baa2 (sf)

  -- Cl. K, Downgraded to Caa1 (sf); previously on Feb. 20, 2004
     Definitive Rating Assigned Baa3 (sf)

  -- Cl. L, Downgraded to Ca (sf); previously on Feb. 20, 2004
     Definitive Rating Assigned Ba1 (sf)

  -- Cl. M, Downgraded to C (sf); previously on Feb. 20, 2004
     Definitive Rating Assigned Ba2 (sf)

  -- Cl. N, Downgraded to C (sf); previously on Feb. 20, 2004
     Definitive Rating Assigned Ba3 (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.

Moody's rating action reflects a cumulative base expected loss of
4.3% of the current balance.  At last full review, Moody's
cumulative base expected loss was 2.3%.  Moody's stressed scenario
loss is 6.7% 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 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 7, 2008.

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

                         Deal Performance

As of the October 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 25% to
$1.07 billion from $1.42 billion at securitization.  The
Certificates are collateralized by 88 mortgage loans ranging
in size from less than 1% to 18% of the pool, with the top ten
loans representing 62% of the pool.  Seven loans, representing
6% of the pool, have defeased and are collateralized with U.S.
Government securities.  Four loans, representing 49% of the pool,
have investment grade credit estimates.

Eighteen 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.

Three loans have been liquidated from the pool since
securitization, resulting in an aggregate $6.0 million loss
(51% loss severity on average).  Currently seven loans,
representing 8% of the pool, are in special servicing.  The
largest specially serviced loan is the Passaic Street Industrial
Park Loan ($42.4 million -- 3.9% of the pool), which is secured
by 2.2 million square feet of Class C industrial warehouse space
located in Woodridge, New Jersey.  The loan was transferred to
special servicing in March 2010 due to monetary default and is
currently dual tracking foreclosure/discounted payoff.  The
remaining six specially serviced loans are secured by a mix of
property types.  The master servicer has recognized appraisal
reductions totaling $7.5 million for two of the specially serviced
loans.  Moody's has estimated an aggregate loss of $36.8 million
(42% 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 and has estimated a
$1.8 million loss (15% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2009 operating results for 87%
of the performing pool.  Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 83% compared to 93% at last
review.  Moody's net cash flow reflects a weighted average haircut
of 11% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.2%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.45X and 1.27X, respectively, compared to
1.33X and 1.12X 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 35 compared to 48 at Moody's prior full review.

The largest loan with a credit estimate is the GIC Office
Portfolio Loan ($195.8 million -- 18.2%), which is a pari-passu
interest in a $685.2 million first mortgage loan.  The loan is
secured by a portfolio of 12 office properties located in 7 states
and totalling 6.4 million square feet.  The largest geographic
concentrations are Illinois (39%), Pennsylvania (17%) and
California (12%).  The portfolio was 90% leased as of December
2009 compared to 92% at last review.  Property performance has
declined due to decreased rental income.  The loan had a 60-month
interest only period and is amortizing on a 360-month schedule
maturing in January 2014.  Moody's current credit estimate and
stressed DSCR are Baa3 and 1.45X, respectively, compared to A2 and
1.64X at Moody's last review.

The second largest loan with a credit estimate is the UBS Center -
- Stamford Loan ($194.9 million -- 18.1%), which is secured by the
leasehold interest in a 682,000 square foot Class A office
property located in Stamford, Connecticut.  The property is 100.0%
leased to UBS AG (Moody's senior unsecured rating Aa3 - negative
outlook) and serves as the US headquarters of UBS Investment Bank.
The lease is triple net and expires in December 2017.  The loan is
structured with a 23.75 year amortization schedule and matures in
October 2016.  Moody's current credit estimate is A3, same as at
Moody's last review.

The third largest loan with a credit estimate is the MGM Tower
Loan ($115.4 million -- 10.7%), which is secured by a 777,000
square foot Class A office building located in the Century City
office submarket of Los Angeles, California.  The property was
constructed in 2003 and was still in lease-up at securitization.
As of June 2010, the property was 98% leased compared to 97% at
last review.  The largest tenants are MGM (44% NRA; lease
expiration May 2018) and International Lease Finance Corporation
(19% NRA; lease expiration August 2015).  The loan is on the
master servicer's watchlist because MGM recently filed for
bankruptcy protection.  The property is also encumbered by a
$79.9 million B Note.  Property performance remains stable and
the loan is benefitting from amortization, paying down 6% since
last full review.  Moody's current credit estimate and stressed
DSCR are Aa1 and 2.62X, respectively, compared to Aa1 and 2.00X
at Moody's last review.

The remaining loan with a credit estimate is the is the Southgate
Mall Loan ($7.8 million - 0.7%), which is secured by a 473,000
square foot regional mall located in Missoula, Montana.  The mall
is anchored by Dillard's, Sears and J.C.  Penney.  The loan fully
amortizes over a 240-month period and has paid down 46% since
securitization.  Moody's current credit estimate is Aaa, same as
at Moody's last review.

The top three performing conduit loans represent 6% of the pool
balance.  The largest conduit loan is the Kurtell Medical Office
Portfolio Loan ($27.3 million -- 2.5%), which is secured by five
medical office buildings and one out-patient surgical center
located in Nashville, Tennessee (5) and Orlando, Florida.  The
portfolio has a total of 212,000 square feet.  Performance has
improved since last reviewdue to an increase in effective gross
income and amortization.  The loan has paid down 4% since last
full review.  Moody's LTV and stressed DSCR are 80% and 1.34X,
respectively, compared to 91% and 1.19X at last review.

The second largest loan is The Fountains Loan ($20.0 million --
1.9%), which is secured by a 130,200 square foot grocery anchored
retail center located in Overland Park, Kansas.  Performance has
remained stable since last full review and the loan is benefitting
from amortization paying down 5%.  Moody's LTV and stressed DSCR
are 88% and 1.10X, respectively, compared to 102% and 0.95X at
last full review.

The third largest loan is the Green River Loan ($18.7 million --
1.7% of the pool), which is secured by a 333-unit mobile home park
located in Corona, California.  The park was 94% leased as of June
2010 compared to 97% at last review.  Despite lower occupancy,
property performance has improved to due increased rental income
and the loan is benefitting from amortization.  The loan has paid
down 4% since last review.  Moody's LTV and stressed DSCR are 67%
and 1.37X, respectively, compared to 79% and 1.16X at last review.


LEHMAN XS: Moody's Downgrades Ratings on 161 Tranches
-----------------------------------------------------
Moody's Investors Service has downgraded the ratings of 161
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.

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 2006-GP1

  -- Cl. A2-A, Downgraded to Caa2 (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. A3-A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A3-B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A4-A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A4-B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Lehman XS Trust Series 2006-GP3

  -- Cl. 1-A1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (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. 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 Jan. 27, 2010
     Caa3 (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-A1B, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A2A, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (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-A3A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A3B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A4, Confirmed at Ca (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A5A, Confirmed at Caa3 (sf); previously on Jan. 27,
     2010 Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A5B, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Lehman XS Trust, Mortgage Pass Through Certificates,
Series 2006-14N

  -- Cl. 1-A1A, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A1B, Confirmed at Ca (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. 2-A, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A2, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B2 (sf) Placed Under Review for Possible Downgrade


MERRILL LYNCH: Moody's Downgrades Ratings on 18 2008-C1 Certs.
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 18 classes,
confirmed three, and affirmed eight classes of Merrill Lynch
Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2008-C1:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on June 23, 2008
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2, Affirmed at Aaa (sf); previously on June 23, 2008
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on June 23, 2008
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-SB, Affirmed at Aaa (sf); previously on June 23, 2008
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on June 23, 2008
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on June 23, 2008
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1AF, Affirmed at Aaa (sf); previously on June 23, 2008
     Assigned Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on June 23, 2008
     Definitive Rating Assigned Aaa (sf)

  -- Cl. AM-AF, Confirmed at Aaa (sf); previously on Oct. 13, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. AM, Confirmed at Aaa (sf); previously on Oct. 13, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. AM-A, Confirmed at Aaa (sf); previously on Oct. 13, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. AJ-AF, Downgraded to A2 (sf); previously on Oct. 13, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. AJ, Downgraded to A2 (sf); previously on Oct. 13, 2010 A1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. AJ-A, Downgraded to A2 (sf); previously on Oct. 13, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to A3 (sf); previously on Oct. 13, 2010 A2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Baa1 (sf); previously on Oct. 13, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Baa2 (sf); previously on Oct. 13, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Baa3 (sf); previously on Oct. 13, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Ba2 (sf); previously on Oct. 13, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Ba3 (sf); previously on Oct. 13, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to B2 (sf); previously on Oct. 13, 2010 Ba2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to B3 (sf); previously on Oct. 13, 2010 Ba3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to Caa2 (sf); previously on Oct. 13, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to Caa3 (sf); previously on Oct. 13, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M, Downgraded to C (sf); previously on Oct. 13, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. N, Downgraded to C (sf); previously on Oct. 13, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. P, Downgraded to C (sf); previously on Oct. 13, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. Q, Downgraded to C (sf); previously on Oct. 13, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. S, Downgraded to C (sf); previously on Oct. 13, 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 October 13, 2010, Moody's placed 21 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
5.3% of the current balance.  At last review, Moody's cumulative
base expected loss was 4.2%.  Moody's stressed scenario loss is
19.6% 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 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 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 February 9, 2009.  The
previous review was part of Moody's first quarter 2009 ratings
sweep of 2006-2008 vintage CMBS transactions.

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

                         Deal Performance

As of the October 15, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by less than 1% to
$939.9 million from $948.8 million at securitization.  The
Certificates are collateralized by 92 mortgage loans ranging in
size from less than 1% to 16% of the pool, with the top ten loans
representing 52% of the pool.  The pool does not contain any
defeased loans or loans with credit estimates.

Twenty-nine loans, representing 27% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council 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, representing 19% of the pool, are currently in
special servicing.  The largest specially serviced loan is the
Farrallon Portfolio Loan ($150.0 million -- 16.0% of the pool),
which is secured by 273 cross-collateralized and cross-defaulted
mobile home communities located throughout the country.  The loan
represents a 9.8% pari-passu interest in a $1.5 billion loan.  The
loan was transferred to special servicing in July 2010 due to the
maturity of the floating rate portion of the debt which is held
outside the trust.  Moody's is not currently estimating any losses
for the loan.  The remaining six specially serviced loans are
secured by a mix of property types.  Moody's has estimated an
aggregate $16 million loss (53% expected loss on average) for the
specially serviced loans.

Moody's has assumed a high default probability for 12 poorly
performing loans representing 11.2% of the pool and has estimated
an aggregate $22.9 million loss (22% expected loss based on a 53%
probability of default) from these troubled loans.

Moody's was provided with full year 2009 operating results for 85%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV for the conduit component is 120%
compared to 131% at Moody's prior review.  The pool is
characterized by significant LTV dispersion.  Approximately 86% of
the pool has a LTV over 100% and 66% of the pool has a LTV over
120%.  Moody's net cash flow reflects a weighted average haircut
of 15% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.8%.

Moody's actual and stressed DSCRs for the performing conduit loans
are 1.19X and 1.12X, respectively, compared to 0.91X and 0.84X 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 21, essentially the same as Moody's prior
review.

The top three conduit loans represent 30% of the pool balance.
The largest loan is the Farrallon Portfolio Loan ($150.0 million -
- 16.0% of the pool).  The loan is currently in special servicing
and remains current.  Moody's LTV and stressed DSCR are 127% and
0.79X, respectively, compared to 117% and 0.86X at last review.

The second largest loan is the Arundel Mills Loan ($64.1 million -
- 6.8% of the pool), which is secured by a 1.3 million square foot
retail center located in Hanover, Maryland.  The loan is 99%
leased as of December 2009, essentially the same as
securitization.  The loan represents a 16.7% pari-passu interest
in a $384.3 million loan.  Moody's LTV and stressed DSCR are 123%
and 0.79X, respectively, compared to 141% and 0.71X at last
review.

The third largest loan is the Apple Hotel Portfolio Loan
($63.1 million -- 6.7% of the pool), which is secured by 27
limited service and extended stay hotels located in 14 states.
The loan represents a 18.3% pari-passu interest in a $344.8
million loan.  Performance has declined since last review due to
the downturn in the hotel sector resulting from the economic
recession.  The loan is on the watchlist due to DSCR dropping
below a 1.4X threshold.  Moody's LTV and stressed DSCR are 135%
and 0.90X, respectively, compared to 121% and 1.04X at last
review.


MERRILL LYNCH: Moody's Upgrades Ratings on Three Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed four classes of Merrill Lynch Mortgage Loans, Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2000-CANADA
4:

  -- Cl. X, Affirmed at Aaa (sf); previously on Nov. 27, 2000
     Definitive Rating Assigned Aaa (sf)

  -- Cl. D, Upgraded to Aaa (sf); previously on June 26, 2008
     Upgraded to A2 (sf)

  -- Cl. E, Upgraded to Aaa (sf); previously on June 26, 2008
     Upgraded to A3 (sf)

  -- Cl. F, Upgraded to Baa1 (sf); previously on June 26, 2008
     Upgraded to Ba1 (sf)

  -- Cl. G, Affirmed at Ba3 (sf); previously on Nov. 27, 2000
     Assigned Ba3 (sf)


  -- Cl. H, Affirmed at B2 (sf); previously on Nov. 27, 2000
     Assigned B2 (sf)

  -- Cl. J, Affirmed at Caa1 (sf); previously on Oct. 8, 2009
     Downgraded to Caa1 (sf)

                        Ratings Rationale

The upgrade is due to the significant increase in subordination
due to loan payoffs and amortization and overall stable pool
performance.  The pool has paid down by 78% since Moody's last
review.

The affirmations are due to key parameters, including Moody's loan
to value ratio and Moody's stressed DSCR remaining within
acceptable ranges.  The decline in loan diversity, as measured by
the Herfindahl Index, has been offset by the significant increase
in subordination.  Based on Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings.

Moody's rating action reflects a cumulative base expected loss of
4.8% of the current balance.  At last review, Moody's cumulative
base expected loss was 2.3%.  Moody's stressed scenario loss is
14.5% 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 underlying rating of the
loan which corresponds to a range of credit enhancement levels.
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the underlying rating level, is incorporated for
loans with similar credit estimates in the same transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 4 compared to 15 at Moody's prior review.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities 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.

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

                         Deal Performance

As of the November 15, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 94% to
$21.9 million from $287.6 million at securitization.  The
Certificates are collateralized by 7 mortgage loans ranging in
size from less than 13% to 32% of the pool.  The pool does not
contain any defeased loans or loans with credit estimates.

Four loans, representing 45% 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.  All of the loans on
the watchlist mature by year-end.

There have been no losses to date to the trust and currently there
are no loans in special servicing.  Moody's has assumed a high
default probability for one of the loans on the watchlist
representing 3% of the pool and has estimated a $2.5 million
aggregate loss (25% expected loss based on a 50% probability
default) from this loan.

Moody's was provided with full year 2009 operating results for 59%
of the pool's performing conduit loans.  Excluding troubled loans,
Moody's weighted average LTV is 64% compared to 66% at Moody's
prior review.  Moody's net cash flow reflects a weighted average
haircut of 15% to the most recently available net operating
income.  Moody's value reflects a weighted average capitalization
rate of 9.7%.

Excluding troubled loans, Moody's actual and stressed DSCRs are
1.19X and 1.66X, respectively, compared to 1.41X and 1.79X 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.

The top three performing loans represent 76% of the pool balance.
The largest loan is the Brocire Properties Loan ($7.1 million --
32.2%), which is secured by three cross-collateralized and cross-
defaulted mixed use, industrial and retail properties totaling
233,000 square feet.  The properties are located in Saskatoon,
Saskatchewan.  The loan is on the watchlist because it was not
able to payoff at maturity.  The loan matured in August 2010 and
was extended until October 2010.  The loan didn't pay off at the
extended maturity date.  Moody's LTV and stressed DSCR are 51% and
2.18X, respectively, compared to 56% and 1.87X at last review.

The second largest loan is the Summit Nova Scotia Loan
($6.4 million -- 29.0%), which is secured by a 153,000 square
foot retail property located in Halifax, Nova Scotia.  The loan
matures in August 2011.  Moody's LTV and stressed DSCR are 60%
and 1.75X, respectively, compared to 56% and 1.87X at last review.

The third largest loan is the Business Depot Loan ($2.9 million --
13.3%), which is secured by 24,000 square foot retail center
located in Montreal, Quebec.  The loan matures in November 2015.
Moody's LTV and stressed DSCR are 75% and 1.39X, respectively,
compared to 73% and 1.44X at last review.


ML-CFC COMMERCIAL: Moody's Cuts Ratings on Eight 2007-6 Notes
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of eight classes
and affirmed 15 classes of ML-CFC Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2007-6:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on December 3, 2009
     Affirmed at Aaa (sf)

  -- Cl. A-2, Affirmed at Aaa (sf); previously on December 3, 2009
     Affirmed at Aaa (sf)

  -- Cl. A-2FL, Affirmed at Aaa (sf); previously on December 3,
     2009 Affirmed at Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on December 3, 2009
     Affirmed at Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on December 3, 2009
     Affirmed at Aaa (sf)

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on December 3,
     2009 Affirmed at Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on December 3, 2009
     Affirmed at Aaa (sf)

  -- Cl. AM, Downgraded to A1 (sf); previously on October 7, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. AJ, Downgraded to Ba3 (sf); previously on October 7, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. AJ-FL, Downgraded to Ba3 (sf); previously on October 7,
     2010 Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to B3 (sf); previously on October 7, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Caa1 (sf); previously on October 7, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Ca (sf); previously on October 7, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

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

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

  -- Cl. G, Affirmed at C (sf); previously on December 3, 2009
     Downgraded to C (sf)

  -- Cl. H, Affirmed at C (sf); previously on December 3, 2009
     Downgraded to C (sf)

  -- Cl. J, Affirmed at C (sf); previously on December 3, 2009
     Downgraded to C (sf)

  -- Cl. K, Affirmed at C (sf); previously on December 3, 2009
     Downgraded to C (sf)

  -- Cl. L, Affirmed at C (sf); previously on December 3, 2009
     Downgraded to C (sf)

  -- Cl. M, Affirmed at C (sf); previously on December 3, 2009
     Downgraded to C (sf)

  -- Cl. N, Affirmed at C (sf); previously on December 3, 2009
     Downgraded to C (sf)

  -- Cl. P, Affirmed at C (sf); previously on December 3, 2009
     Downgraded to C (sf)

                        Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from anticipated losses from specially serviced and
troubled loans and interest shortfalls.

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 October 7, 2010, Moody's placed seven classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
12.7% of the current balance.  At last review, Moody's cumulative
base expected loss was 10.0%.  Moody's stressed scenario loss is
24.5% 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 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 3, 2009.

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

                         Deal Performance

As of the November 15, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 1% to $2.12 billion
from $2.15 billion at securitization.  The Certificates are
collateralized by 146 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans representing
46% of the pool.

Forty-four loans, representing 38% 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.

The pool has not realized any losses to date.  Twelve loans,
representing 15% of the pool, are currently in special servicing.
The largest specially serviced loan is the Peter Cooper Village
and Stuyvesant Loan ($202.3 million -- 18.6% of the pool), which
represents a pari passu interest in a $3.0 billion first mortgage
loan spread among five CMBS deals.  The A note had $1.4 billion in
mezzanine debt behind it at securitization.  The loan is secured
by two adjacent multifamily apartment complexes with 11,230 units
located on the east side of Manhattan.  A September 2010 appraisal
valued the property at $2.8 billion, leading the master servicer
to recognize a $41.5 million appraisal reduction in November 2010.
Moody's values the PCV/ST complex at $1.8 billion, which reflects
a 38% loss severity for the first mortgage.  Moody's valuation was
heavily weighted towards an income approach based on 2008 actual
income inflated to the present (80%), with additional
consideration given to an income approach based on rolling back
converted apartment rents to stabilized levels with rent
concessions expected to continue on market rate units (10%).
Finally, a conversion of one-third of the complex to for sale co-
operative housing at a net per unit sale price of $515,000, which
would result in no loss to the first mortgage, was also considered
at a 10% probability of occurrence.

The remaining 11 specially serviced loans are secured by a mix of
property types.  The master servicer has recognized an aggregate
$24.9 million appraisal reduction for seven of the remaining
specially serviced loans.  Moody's has estimated an aggregate
$134 million loss (43% expected loss on average) for the specially
serviced loans.

Moody's has assumed a high default probability for 16 poorly
performing loans representing 17.9% of the pool and has estimated
an aggregate $93.9 million loss (25% expected loss based on a 69%
probability of default) from these troubled loans.

Based on the most recent remittance statement, Class G through
Q have experienced cumulative interest shortfalls totaling
$2.3 million.  Interest shortfalls increased from Class Class M
to G in November due to the servicer recognizing appraisal
surordinate entitlement reductions on several loans, including the
PCV/ST Loan, based on recent appraisal reductions.  Moody's
anticipates that the pool will continue to experience interest
shortfalls because of the high exposure to specially serviced
loans.  Interest shortfalls are caused by special servicing fees,
including workout and liquidation fees, ASERs and extraordinary
trust expenses.

Moody's was provided with full year 2009 operating results for 86%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV for the conduit component is 114%
compared to 120% at Moody's prior review.  Moody's net cash flow
reflects a weighted average haircut of 10.7% to the most recently
available net operating income.  Moody's value reflects a weighted
average capitalization rate of 9.4%.

Moody's actual and stressed DSCRs for the performing conduit loans
are 1.37X and 0.94X, respectively, compared to 1.28X and 0.87X 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 30, compared to 33 at Moody's prior review.

The top three performing conduit loans represent 9% of the pool
balance.  The largest loan is the MSKP Retail Portfolio-A Loan
($223.4 million -- 10.5% of the pool), which is secured by eight
retail properties located throughout Florida.  The properties
range in size from 63,000 to 230,000 square feet and total
1.2 million SF.  Occupancy as of March 2010 was 80%, the same
as at last review.  Performance has been negatively impacted by
increased operating expenses and declining occupancy since
securitization.  The loan is on the servicer's watchlist for low
debt service coverage.  The loan is interest only for its entire
ten-year term.  Moody's has assumed a high default probability for
this loan and has included it as a troubled loan.  Moody's LTV and
stressed DSCR are 178% and 0.55X, respectively, compared to 172%
and 0.57X at last review.

The second largest loan is the Westfield Southpark Loan
($150.0 million -- 7.1% of the pool), which is secured by a
1.6 million SF regional mall (887,000 SF of collateral) located
in suburban Cleveland, Ohio.  Anchors include Dillard's, Macy's,
Sears and JCPenney.  The in-line stores were 91% occupied as of
June 2010 compared to 93% at last review.  The loan is interest
only for its entire ten-year term.  Moody's LTV and stressed DSCR
are 89% and 1.12X, respectively, compared to 88% and 1.14X at last
review.

The third largest loan is the Blackpoint Puerto Rico Retail
Portfolio Loan ($84.7 million -- 4.0% of the pool), which is
secured by six retail properties located in Puerto Rico.  The
properties range in size from 59,000 to 306,000 SF and total
855,000 SF.  The loan is currently on the servicer's watchlist for
a low DSCR.  Occupancy as of August 2010 was 74% compared to 79%
at last review.  Moody's LTV and stressed DSCR are 124% and 0.81X,
respectively, compared to 131% and 0.76X at last review.


ML-CFC COMMERCIAL: Moody's Downgrades Ratings on Seven Certs.
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven classes
and affirmed 16 classes of ML-CFC Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2007-5:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on April 4, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2, Affirmed at Aaa (sf); previously on April 4, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2FL, Affirmed at Aaa (sf); previously on April 4, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2FX, Affirmed at Aaa (sf); previously on Feb. 17, 2010
     Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on April 4, 2007
     Definitive Rating Assigned Aaa (sf)

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

  -- Cl. X, Affirmed at Aaa (sf); previously on April 4, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aa2 (sf); previously on Dec. 3, 2009
     Downgraded to Aa2 (sf)

  -- Cl. A-4FL, Affirmed at Aa2 (sf); previously on Dec. 3, 2009
     Downgraded to Aa2 (sf)

  -- Cl. A-1A, Affirmed at Aa2 (sf); previously on Dec. 3, 2009
     Downgraded to Aa2 (sf)

  -- Cl. AM, Downgraded to Baa1 (sf); previously on Oct. 7, 2010
     A2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. AM-FL, Downgraded to Baa1 (sf); previously on Oct. 7,
     2010 A2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. AJ, Downgraded to Caa1 (sf); previously on Oct. 7, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. AJ-FL, Downgraded to Caa1 (sf); previously on Oct. 7,
     2010 B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to C (sf); previously on Oct. 7, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

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

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

  -- Cl. E, Affirmed at C (sf); previously on Dec. 3, 2009
     Downgraded to C (sf)

  -- Cl. F, Affirmed at C (sf); previously on Dec. 3, 2009
     Downgraded to C (sf)

  -- Cl. G, Affirmed at C (sf); previously on Dec. 3, 2009
     Downgraded to C (sf)

  -- Cl. H, Affirmed at C (sf); previously on Dec. 3, 2009
     Downgraded to C (sf)

  -- Cl. M, Affirmed at C (sf); previously on Dec. 3, 2009
     Downgraded to C (sf)

  -- Cl. P, Affirmed at C (sf); previously on Dec. 3, 2009
     Downgraded to C (sf)

                        Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from anticipated losses from specially serviced and
troubled loans and interest shortfalls.

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 October 7, 2010, Moody's placed seven classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
13.9% of the current balance.  At last review, Moody's cumulative
base expected loss was 12.4%.  Moody's stressed scenario loss is
27.3% 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 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 3, 2009.

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

                         Deal Performance

As of the November 15, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 3% to $4.3 billion
from $4.4 billion at securitization.  The Certificates are
collateralized by 323 mortgage loans ranging in size from less
than 1% to 19% of the pool, with the top ten loans representing
36% of the pool.  The pool includes two loans with investment
grade credit estimates, representing 2% off the pool.

Ninety-four 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.

Ten loans have been liquidated from the pool since securitization,
resulting in an aggregate $29.6 million loss (59% loss severity on
average).  Realized losses totaled $5.6 million at last review.
Twenty-seven loans, representing 26% of the pool, are currently
in special servicing.  The largest specially serviced loan is the
Peter Cooper Village and Stuyvesant Loan ($800.0 million -- 18.6%
of the pool), which represents a pari passu interest in a
$3.0 billion first mortgage loan spread among five CMBS deals.
The A note had $1.4 billion in mezzanine debt behind it at
securitization.  The loan is secured by two adjacent multifamily
apartment complexes with 11,230 units located on the east side of
Manhattan.  A September 2010 appraisal valued the property at
$2.8 billion, leading the master servicer to recognize a
$164.3 million appraisal reduction in November 2010.  Moody's
values the PCV/ST complex at $1.8 billion, which reflects a 38%
loss severity for the first mortgage.  Moody's valuation was
heavily weighted towards an income approach based on 2008 actual
income inflated to the present (80%), with additional
consideration given to an income approach based on rolling back
converted apartment rents to stabilized levels with rent
concessions expected to continue on market rate units (10%).
Finally, a conversion of one-third of the complex to for sale co-
operative housing at a net per unit sale price of $515,000, which
would result in no loss to the first mortgage, was also considered
at a 10% probability of occurrence.

The remaining 26 specially serviced loans are secured by a mix of
property types.  The master servicer has recognized an aggregate
$109.3 million appraisal reduction for 18 of the remaining
specially serviced loans.  Moody's has estimated an aggregate
$483 million loss (43% expected loss on average) for the specially
serviced loans.

Moody's has assumed a high default probability for 17 poorly
performing loans representing 4.4% of the pool and has estimated
an aggregate $38.1 million loss (20% expected loss based on a 50%
probability of default) from these troubled loans.

Based on the most recent remittance statement, Class B through
Q have experienced cumulative interest shortfalls totaling
$6.5 million.  Interest shortfalls increased from Class G to
Class B in November due to the servicer recognizing appraisal
entitlement reductions on several loans, including the PCV/ST
Loan, based on recent appraisal reductions.  Moody's anticipates
that the pool will continue to experience interest shortfalls
because of the high exposure to specially serviced loans.
Interest shortfalls are caused by special servicing fees,
including workout and liquidation fees, ASERs and extraordinary
trust expenses.

Moody's was provided with full year 2009 operating results for 98%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV for the conduit component is 119%
compared to 123% at Moody's prior review.  Moody's net cash flow
reflects a weighted average haircut of 11.4% to the most recently
available net operating income.  Moody's value reflects a weighted
average capitalization rate of 9.5%.

Moody's actual and stressed DSCRs for the performing conduit loans
are 1.21X and 0.90X, respectively, compared to 1.21X and 0.88X 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 21, compared to 23 at Moody's prior review.

The loans with investment grade credit estimates each represent
less than 1% of the pool.  The OMNI Senior Living Portfolio Loan
($40.6 million -- 0.9%) is secured by three senior care facilities
located in New Jersey.  Moody's credit estimate and stressed DSCR
are Baa2 and 2.82X, respectively, compared to Baa3 and 2.48X at
the prior review.  The FRIS Chicken Portfolio Loan ($22.5 million
-- 0.5%) is secured by 192 Church's Chicken restaurants located in
twelve states.  Moody's credit estimate and stressed DSCR are Baa1
and 2.42X, respectively, compared to Baa1 and 2.48X at the prior
review.

The top three performing conduit loans represent 9% of the pool
balance.  The largest loan is the Tower 45 Loan ($170.0 million --
4.0% of the pool), which is secured by a 444,000 square foot
office building located in the Times Square/Theater District
submarket in Manhattan.  The property was 96% leased as of June
2010 compare to 99% at last review.  The largest tenant is D.E.
Shaw & Company, which occupies 43% of the premises under leases
expiring in 2011, 2015 and 2017.  The loan is interest only for
its entire ten-year term.  Moody's LTV and stressed DSCR are 118%
and 0.82X, respectively, compared to 120% and 0.81X at last
review.

The second largest loan is the Hotel Gansevoort Loan
($122.4 million -- 2.8% of the pool), which is secured by a
187-room full service boutique hotel located in the Meatpacking
District in Manhattan.  The loan is currently on the servicer's
watchlist for a low DSCR.  Since December 2008, property
performance has significantly declined though the hospitality
market in New York is starting to improve.  Occupancy and RevPAR
for year-to-date through March 2010 were 86% and $299.  Moody's
LTV and stressed DSCR are 149% and 0.78X, respectively, compared
to 167% and 0.70X at last review.

The third largest loan is the Renaissance Austin Hotel Loan
($68.8 million -- 4.6% of the pool), which is secured by a 492-
room full service hotel located in Austin, Texas.  The loan is
currently on the servicer's watchlist for a low DSCR.  Since
December 2008, property performance has significantly declined
though the hospitality market in Austin is starting to improve.
Occupancy and RevPAR for year-to-date through April 2010 were 64%
and $94.  Moody's LTV and stressed DSCR are 169% and 0.72X,
respectively, compared to 158% and 0.77X at last review.


MORGAN STANLEY: Fitch Downgrades Ratings on Nine 2006-IQ11 Certs.
-----------------------------------------------------------------
Fitch Ratings downgrades nine classes of Morgan Stanley Capital I
Trust, series 2006-IQ11, commercial mortgage pass through
certificates.

The downgrades reflect an increase in Fitch modeled losses across
the pool, which includes assumed losses on loans in special
servicing and on performing loans with declines in performance
indicative of a higher probability of default.  Fitch modeled
losses of 4.8% (5.3% cumulative transaction losses which includes
losses realized to date).  Fitch expects classes H thru L to be
fully depleted by losses on specially serviced loans and class G
to be significantly impacted.  As of October 2010, there are
cumulative interest shortfalls in the amount of $4.1 million
currently affecting classes H through P.

As of the October 2010 distribution date, the pool's aggregate
principal balance has been paid down by 5.1% to $1.53 billion from
$1.6 billion at issuance.  There are no defeased loans.

Fitch has identified 46 loans (16.2%) as Fitch Loans of Concern,
which includes 10 specially serviced loans (7.8%).

The largest specially serviced asset (3.61%) is a 500,000 sf
industrial facility in Phoenix, Arizona.  The loan transferred to
special servicing on Nov. 19, 2006 due to the single tenant,
LeNature, filing bankruptcy and vacating the space.  The property
has since been re-tenanted by a large data warehousing firm and is
100% occupied under a long term lease.  The loan remains current
and continues to perform in accordance with the executed
agreements.

The largest contributor to losses is the L3/Bulova Building
(1.09%) which is a 212,000 sf office building in downtown
Lancaster, Pennsylvania.  The loan transferred to special
servicing on April 29, 2008 due to the single tenant, L3
Communications, vacating the space and discontinuing payment of
rent.  The property is currently in foreclosure proceedings.

The second largest contributor to losses is the 411 N. Sam Houston
property which is a 115,554 sf, class B office building in
Houston, Texas.  This real estate owned property transferred to
special servicing on May 15, 2009 due to borrower delinquency on
payments.  The occupancy of the property as of Sept. 28, 2010, was
29.9%, and the servicer intends to increase the occupancy for a
projected disposition within a three-year timeframe.

Realized losses to date ($7 million, 0.43% of the original deal
balance) are due to the disposition of four specially serviced
loans during 2010.

Fitch downgrades, revises Outlooks, and assigns Recovery Ratings
to these classes as indicated:

  -- $12.1 million class C to 'BBBsf/LS5' from 'A/LS5'; Outlook to
     Stable from Negative;

  -- $22.2 million class D to 'BBsf/LS5' from 'BBB/LS5'; Outlook
     to Stable from Negative;

  -- $16.2 million class E to 'Bsf/LS5' from 'BB/LS5'; Outlook to
     Stable from Negative;

  -- $14.1 million class F to 'Bsf/LS5' from 'BB/LS5'; Outlook
     Negative;

  -- $18.2 million class G to 'CCCsf/RR3' from 'B/LS5';

  -- $14.1 million class H to 'CCCsf/RR6' from 'B-/LS5';

  -- $8.1 million class J to 'CCsf/RR6' from 'B-/LS5';

  -- $4 million class K to 'Csf/RR6' from 'B-/LS5';

  -- $4 million class L to 'Csf/RR6' from 'B-/LS5'.

Additionally, Fitch affirms, assigns Rating Outlooks, and revises
the LS rating for these classes:

  -- $310 million class A-1A at 'AAAsf/LS2'; Outlook Stable;

  -- $160 million class A-2 at 'AAAsf/LS2'; Outlook Stable;

  -- $96.8 million class A-3 at 'AAAsf/LS2'; Outlook Stable;

  -- $490 million class A-4 at 'AAAsf/LS2'; Outlook Stable;

  -- $161.6 million class A-M at 'AAAsf/LS2; Outlook Stable;

  -- $147.5 million class A-J at 'AA/LS4'; Outlook to Stable from
     Negative

  -- $30.3 million class B at 'A/LS5'; Outlook to Stable from
     Negative.

Fitch does not rate classes M through P or class EI.  Class A-1
has been paid in full.


MORGAN STANLEY: Fitch Downgrades Ratings on 14 2006-TOP23 Certs.
----------------------------------------------------------------
Fitch Ratings has downgraded 14 classes of Morgan Stanley Capital
I Trust, series 2006-TOP23 commercial mortgage pass-through
certificates, due to further deterioration of loan performance
primarily from increased losses on the specially serviced loans.
A complete list of ratings follows at the end of the release.

As a result of the expected losses on loans currently in special
servicing, Fitch expects classes M through P to be fully depleted
and class L to be significantly impacted.  Fitch modeled losses of
4.6% based on expected losses on the specially serviced loans as
well as performing loans that Fitch expects could default during
the term or at maturity.  As of the November 2010 distribution
date, the pool's aggregate principal balance has decreased 5.3% to
$1.53 billion from $1.61 billion at issuance.  The class A-1 has
paid down by $80.3 million (5%) and the class P has experienced
losses of $5.1 million (0.3%).  As of November 2010, there are
cumulative interest shortfalls in the amount of $817,979,
currently affecting classes L through P.

Fitch has designated 22 loans (9.7%) as Fitch Loans of Concern,
including six specially serviced loans (3.2%).  The largest Fitch
loan of concern (2.1%) is secured by a 190,837 square foot office
property located in San Diego, CA.  According to the master
servicer, the lease of the sole tenant at the property has expired
and the tenant is vacating the building.  The property was the
tenant's research and development facility for cellular
technology.  Fitch is concerned about the ability of the borrower
to re-tenant the space given high market vacancy and unique
functionality of the property.

The largest specially serviced loan (1.4%) is secured by a 153,131
square foot office property located in Van Nuys, CA.  The loan
transferred to special servicing in June 2009 due to borrower
notification that it was unwilling to remit future debt service
payments.  The largest tenant, which is a borrower-affiliated
entity, lost a copyright infringement case concerning one of its
products.  A receiver was appointed and a temporary lease rate
reduction with the tenant was negotiated.  The special servicer
and the borrower are currently negotiating a potential discounted
payoff of the loan.

The next largest specially serviced loan (0.7%) is secured by four
industrial properties totaling 515,780 square feet, two of which
are located in Alsip, IL and the remaining two located in Chicago
Heights, IL, and Bridgeview, IL.  The loan was transferred to
special servicing in November 2009 due to borrower notification
that it was unable to remit payments as due under the loan
documents.  A modification of the Property Reserves Agreement was
executed in July 2010 and the loan was brought current.  The loan
is pending return to the master servicer.

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% and 10% to
determine value.

Each loan underwent a refinance test by applying an 8% interest
rate and 30-year amortization schedule based on the stressed cash
flow.  Loans that could refinance to a debt service coverage ratio
of 1.25 times or higher were considered to pay off at maturity.
Of the non-defeased or non-specially serviced loans, 86 loans (69%
of the overall pool) were assumed not to be able to refinance, of
which Fitch modeled losses for 24 loans (11.9%) in instances where
Fitch's derived value was less than the outstanding balance.

Fitch has downgraded these classes, revised Outlooks, and assigned
Loss Severity Ratings and Recovery Ratings as indicated:

  -- $113 million class A-J to 'A/LS3' from 'AA/LS3'; Outlook to
     Stable from Negative;

  -- $32.3 million class B to 'BBB/LS5' from 'AA/LS4'; Outlook to
     Stable from Negative;

  -- $16.1 million class C to 'BBB-/LS5' from 'A/LS4'; Outlook to
     Stable from Negative;

  -- $26.2 million class D to 'BB/LS5' from 'BBB/LS4'; Outlook
     Negative;

  -- $14.1 million class E to 'B/LS5' from 'BBB-/LS5'; Outlook
     Negative;

  -- $12.1 million class F to 'B-/LS5' from 'BBB-/LS5'; Outlook
     Negative;

  -- $14.1 million class G to 'CCC/RR1' from 'BB/LS5';

  -- $10.1 million class H to 'CCC/RR2' from 'B/LS5';

  -- $4 million class J to 'CCC/RR4' from 'B/LS5';

  -- $4 million class K to 'CCC/RR4' from 'B-/LS5';

  -- $6.1 million class L to 'CC/RR6' from 'CCC/RR6';

  -- $4 million class M to 'CC/RR6' from 'CCC/RR6';

  -- $2 million class N to 'CC/RR6' from 'CCC/RR6';

  -- $4 million class O to 'CC/RR6' from 'CCC/RR6'.

In addition, Fitch has affirmed these classes:

  -- $15.1 million class A-1 at 'AAA/LS1'; Outlook Stable;
  -- $151.8 million class A-2 at 'AAA/LS1'; Outlook Stable;
  -- $43.6 million class A-3 at 'AAA/LS1'; Outlook Stable;
  -- $76.3 million class A-AB at 'AAA/LS1'; Outlook Stable;
  -- $812.1 million class A-4 at 'AAA/LS1'; Outlook Stable;
  -- $161.4 million class A-M at 'AAA/LS3'; Outlook Stable.

Fitch does not rate the $7 million class P.  Fitch withdraws the
rating on the interest-only class X.


MORGAN STANLEY: Moody's Upgrades Ratings on Two 2002-TOP 7 Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
affirmed nine classes and downgraded three classes of Morgan
Stanley Dean Witter Capital I Trust 2002-TOP7, Commercial Mortgage
Pass-Through Certificates, Series 2002-TOP 7:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on June 18, 2002
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-1, Affirmed at Aaa (sf); previously on June 18, 2002
     Definitive Rating Assigned Aaa (sf)

  -- Cl. B, Affirmed at Aaa (sf); previously on Sep 19, 2005
     Upgraded to Aaa (sf)

  -- Cl. C, Upgraded to Aaa (sf); previously on Feb. 2, 2007
     Upgraded to Aa1 (sf)

  -- Cl. D, Upgraded to Aa2 (sf); previously on Feb. 2, 2007
     Upgraded to Aa3 (sf)

  -- Cl. E, Affirmed at A1 (sf); previously on Feb. 2, 2007
     Upgraded to A1 (sf)

  -- Cl. F, Affirmed at Baa1 (sf); previously on Feb. 2, 2007
     Upgraded to Baa1 (sf)

  -- Cl. G, Affirmed at Baa3 (sf); previously on June 18, 2002
     Definitive Rating Assigned Baa3 (sf)

  -- Cl. H, Affirmed at Ba2 (sf); previously on Oct. 1, 2009
     Downgraded to Ba2 (sf)

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

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

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

  -- Cl. M, Affirmed at C (sf); previously on Oct. 1, 2009
     Downgraded to C (sf)

  -- Cl. N, Affirmed at C (sf); previously on Oct. 1, 2009
     Downgraded to C (sf)

                        Ratings Rationale

The upgrades are due to increased subordination due to loan
payoffs and amortization and overall stable pool performance.  The
pool has paid down approximately 30% since securitization and 7%
since 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
2.5% of the current balance compared to 2.8% 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 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 October 1, 2009.

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

                         Deal Performance

As of the November 15, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 30% to
$675.6 million from $969.4 million at securitization.  The
Certificates are collateralized by 126 mortgage loans ranging in
size from less than 1% to 9% of the pool, with the top ten loans
representing 32% of the pool.  Twenty-four loans, representing
22% of the pool, have defeased and are collateralized by U.S.
Government securities.  The pool contains two loans, representing
13% of the pool, with investment-grade credit estimates.

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

Five loans have been liquidated from the pool since
securitization, resulting in an aggregate $11.1 million loss (24%
loss severity on average).  Currently, there are four loans,
representing 1% of the pool, in special servicing.  Moody's has
estimated an aggregate $4.56 million loss (50% expected loss on
average) for the specially serviced loans.

Moody's has also assumed a high default probability for six poorly
performing loans representing 2% of the pool.  Moody's has
estimated a $4.43 million loss (38% expected loss based on a 75%
probability default) from the troubled loans.

Moody's was provided with full year 2009 and partial year 2010
operating results for 90% and 57% of the pool, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 66% compared to 67% at Moody's prior review.
Moody's net cash flow reflects a weighted average haircut of 12.4%
to the most recently available net operating income.  Moody's
value reflects a weighted average capitalization rate of 9.6%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.66X and 1.77X, respectively, compared to
1.70X and 1.76X 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 45 compared to 48 at last review.

The largest loan with a credit estimate is the Woodfield Mall Loan
($58.3 million -- 8.6% of the pool), which represents a pari passu
interest in a $230.7 million first mortgage loan secured by the
borrower's interest in the Woodfield Mall.  The property is also
encumbered by a B-Note which is held outside the trust.  The
super-regional mall contains 2.2 million square feet of gross
leasable area of which approximately 1.1 million square feet
serves as security for the loan.  The center is located 25 miles
northwest of downtown Chicago, in Schaumburg, Illinois.  Anchor
stores include Nordstrom, Macy's, Lord &Taylor, J.C. Penney and
Sears.  As of March 2010, the in-line occupancy was 89% compared
to 91% at last review.  Performance has been stable since last
review and the loan benefits from amortization.  The borrower is a
joint venture between the California Public Employees' Retirement
System and General Motors Pension Trust.  Moody's current
underlying rating and stressed DSCR are Aaa and 1.93X,
respectively, compared to Aaa and 1.82X at last review.

The second loan with a credit estimate is the Route 9 Plaza Loan
($15.5 million -- 2.3% of the pool), which is secured by a 265,000
square foot retail center located eight miles southeast of New
Brunswick in Old Bridge, New Jersey.  As of June 2010, the
property was 100% leased, essentially the same as at last review.
The center is anchored by Wal-Mart (51% of the net rentable area
(NRA); lease expiration 1/2022) and Home Depot (45% of the NRA;
lease expiration 6/2031).  Moody's current underlying rating and
stressed DSCR are Baa3 and 1.44X, respectively, compared to Baa3
and 1.51X at last review.

The top three performing conduit loans represent 10% of the pool.
The largest conduit loan is Plaza di Northridge ($26.1 million --
3.9% of the pool), which is secured by a 159,000 square foot
retail center located in Northridge, California.  As of June 2010,
the property was 73% leased compared to 75% at last review.  The
low occupancy is largely attributable to the closing of Linen 'N
Things, which declared bankruptcy in 2008 and closed all its
stores.  Though the tenant continues to remit rent payments,
Moody's has stressed the property's cash flow.  Moody's LTV and
stressed DSCR are 101% and 1.02X, respectively, compared to 96%
and 1.07X at last review.

The second largest conduit loan is Midtown Square Shopping Center
($25.1 million -- 3.7% of the pool), which is secured by 193,000
square feet of a 557,000 square foot retail center located in
Troy, Michigan.  The collateral is shadow anchored by Target, Home
Depot and Kohl's.  As of October 2010, the property was 100%
leased compared to 98% at last review.  Moody's LTV and stressed
DSCR are 92% and 1.11X, respectively, compared to 98% and 1.05X
last review.

The third largest conduit loan is the 520-526 Route 17 Paramus
Loan ($17.9 million -- 2.6% of the pool), which is secured by a
120,000 square foot retail center located in Bergen County, New
Jersey.  The property is 100% leased to Home Depot under a lease
expiring in 2020.  Moody's LTV and stressed DSCR are 80% and
1.14X, respectively, compared to 87% and 1.06X at last review.


MORGAN STANLEY: Moody's Cuts Ratings on Seven 2003-IQ4 Certs.
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven classes
and affirmed 11 classes of Morgan Stanley Capital I Inc.,
Commercial Pass-Through Certificates, Series 2003-IQ4:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on June 17, 2003
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2, Affirmed at Aaa (sf); previously on June 17, 2003
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-1, Affirmed at Aaa (sf); previously on June 17, 2003
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-2, Affirmed at Aaa (sf); previously on June 17, 2003
     Definitive Rating Assigned Aaa (sf)

  -- Cl. B, Affirmed at Aaa (sf); previously on May 8, 2006
     Upgraded to Aaa (sf)

  -- Cl. C, Affirmed at A1 (sf); previously on Nov. 13, 2007
     Upgraded to A1 (sf)

  -- Cl. D, Affirmed at A2 (sf); previously on Nov. 13, 2007
     Upgraded to A2 (sf)

  -- Cl. E, Affirmed at Baa1 (sf); previously on June 17, 2003
     Definitive Rating Assigned Baa1 (sf)

  -- Cl. F, Affirmed at Baa2 (sf); previously on June 17, 2003
     Definitive Rating Assigned Baa2 (sf)

  -- Cl. G, Downgraded to Ba2 (sf); previously on June 17, 2003
     Definitive Rating Assigned Baa3 (sf)

  -- Cl. H, Downgraded to B2 (sf); previously on June 17, 2003
     Definitive Rating Assigned Ba1 (sf)

  -- Cl. J, Downgraded to Caa1 (sf); previously on June 17, 2003
     Definitive Rating Assigned Ba2 (sf)

  -- Cl. K, Downgraded to Caa2 (sf); previously on June 17, 2003
     Definitive Rating Assigned Ba3 (sf)

  -- Cl. L, Downgraded to Caa3 (sf); previously on July 9, 2009
     Downgraded to B3 (sf)

  -- Cl. M, Downgraded to C (sf); previously on July 9, 2009
     Downgraded to Caa2 (sf)

  -- Cl. N, Downgraded to C (sf); previously on July 9, 2009
     Downgraded to Caa2 (sf)

  -- Cl. MM-A, Affirmed at Baa2 (sf); previously on July 9, 2009
     Upgraded to Baa2 (sf)

  -- Cl. MM-B, Affirmed at Baa3 (sf); previously on July 9, 2009
     Upgraded to Baa3 (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 loans approaching
maturity in an adverse environment.  Nine loans, representing 13%
of the pool, have either matured or mature within the next 36
months and have a Moody's stressed debt service coverage ratio
less than 1.0X.

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

Moody's rating action reflects a cumulative base expected loss of
3.0% of the current balance.  At last review, Moody's cumulative
base expected loss was 1.7%.  Moody's stressed scenario loss is
7.3% 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 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 July 9, 2009.

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

                         Deal Performance

As of the October 15, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 24% to $551 million
from $728 million at securitization.  The Certificates are
collateralized by 102 mortgage loans ranging in size from less
than 1% to 12% of the pool, with the top ten loans representing
51% of the pool.  Seven loans, representing 11% of the pool, have
defeased and are collateralized with U.S. Government securities.
The pool contains three loans, representing 28% of the pool, with
investment grade credit estimates.

Twenty-four loans, representing 12% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council monthly reporting package.  Moody's has assumed a
high default probability for four of the watchlisted loans and has
estimated a $7.4 million loss (20% expected loss based on an 50%
default probability) from these troubled loans.

Two loans have been liquidated from the pool, resulting in an
aggregate realized loss of $1.8 million (34% loss severity
overall).  Four loans, representing 4% of the pool, are currently
in special servicing.  The specially serviced loans are secured by
two office properties, an industrial property and a mixed use
property and each rloan epresents less than 2% of the pool.
Moody's has estimated an aggregate $5.1 million loss (26% expected
loss on average) for the specially serviced loans.

Moody's was provided with full year 2009 operating results for 68%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 72% compared to 79% at Moody's
prior review.  Moody's net cash flow reflects a weighted average
haircut of 11% to the most recently available net operating
income.  Moody's value reflects a weighted average capitalization
rate of 9.5%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.62X and 1.75X, respectively, compared to
1.48X and 1.51X 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 22 compared to 25 at Moody's prior review.

The largest loan with a credit estimate is the Mall at Millenia
Loan ($67.7 million -- 12.3%), which represents a participation
interest in the senior component of a $188.5 million mortgage
loan.  The loan is secured by the borrower's interest in a
1.1 million square foot high in mall located in Orlando, Florida.
The mall is anchored by Bloomingdale's, Macy's and Neiman Marcus.
Property performance has been stable since last review.  The
property is also encumbered by a $15.0 million non-pooled junior
loan that serves as the security for non-pooled Classes MM-A and
MM-B.  Moody's current underlying rating and stressed DSCR for the
senior loan are Baa1 and 1.46X, respectively, compared to Baa1 and
1.50X at last review.  Moody's current underlying rating for the
junior loan is Baa3, the same as at last review.

The second largest loan with a credit estimate is the Federal
Center Loan ($65.2 million -- 11.8%), which represents a
participation interest in a $130.3 million mortgage loan.  The
loan is secured by two adjacent Class B office buildings located
in Washington D.C.  The buildings total 722,000 square feet.
General Services Agency is the largest tenant, occupying
approximately 87% of the space under two leases expiring in August
2019 (38% NRA) and January 2013 (49% NRA).  The GSA has leased
space at the property since 1981 and has previously renewed leases
on a long-term basis in 1991, 1992, 2001 and 2009.  Moody's
current credit estimate and stressed DSCR are Baa3 and 1.36X,
respectively, compared to Baa3 and 1.37X at last review.

The third loan with a credit estimate is the Oakbrook Center Loan
($21.6 million -- 3.9%), which represents a participation interest
in a $215.7 million mortgage loan.  The loan is secured by a
mixed-use property located west of Chicago in Oak Brook, Illinois
that consists of an open-air regional mall, three office buildings
and a ground lease to a hotel and a theater.  The center totals
approximately 2.4 million square feet, of which 1.6 million square
feet serves as collateral for the loan.  The mall is anchored by
Macy's, Lord & Taylor, Neiman Marcus, Nordstrom and Sears.  Total
property occupancy was 98% as of December 2009, the same as at
last review.  Performance has been stable since last review.
Moody's current credit estimate and stressed DSCR are Aa2 and
1.77X, respectively, compared to Aa2 and 1.84X at last review.

The top three performing conduit loans represent 15% of the pool
balance.  The largest loan is the Katy Mills Loan ($52.6 million -
- 9.5% of the pool), which represents a participation interest in
a $141.3 million mortgage loan.  The loan is secured by the
borrower's interest in a 1.2 million square foot outlet mall
located near Houston in Katy, Texas.  The mall is anchored by Bass
Pro Shops, Burlington Coat Factory, Marshall's, and AMC Theaters.
Moody's LTV and stressed DSCR are 100% and 1.00X, respectively,
compared to 92% and 1.09X at last review.

The second largest loan is the Encino Place Loan ($17.4 million --
3.2%), which is secured by an 84,000 square foot mixed-use retail
and office property located in Encino, California.  Property
performance has declined since securitization.  Moody's LTV and
stressed DSCR are 125% and 0.82X, respectively, compared to 137%
and 0.75X at last review.

The third largest loan is the Laurels Apartments Loan
($14.8 million -- 2.7%), which is secured by a 254-unit
multifamily property located in Gainesville, Florida.  The
property was 86% occupied as of June 2010 compared to 82% at
last review.  Property performance has been negatively impacted
by decreased revenues and increased expenses and is currently on
the watchlist for low DSCR.  Moody's has estimated a $3.0 million
loss on this troubled loan.  Moody's LTV and stressed DSCR are
125% and 0.76X, respectively, compared to 88% and 1.08X at last
review.


MORGAN STANLEY: Moody's Affirms Ratings on 15 2004-HQ3 Certs.
-------------------------------------------------------------
Moody's Investors Service affirmed 15 classes and downgraded four
classes of Morgan Stanley Capital I Trust 2004-HQ3, Commercial
Mortgage Pass-Through Certificates, Series 2004-HQ3:

  -- Cl. A-3, Affirmed at Aaa (sf); previously on March 10, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on March 10, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-1, Affirmed at Aaa (sf); previously on March 10, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-2, Affirmed at Aaa (sf); previously on March 10, 2004
     Definitive Rating Assigned Aaa (sf)

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

  -- Cl. C, Affirmed at Aaa (sf); previously on Feb. 14, 2007
     Upgraded to Aaa (sf)

  -- Cl. D, Affirmed at Aaa (sf); previously on Sept. 26, 2007
     Upgraded to Aaa (sf)

  -- Cl. E, Affirmed at to Aa1 (sf); previously on Sept. 26, 2007
     Upgraded to Aa1 (sf)

  -- Cl. F, Affirmed at Aa3 (sf); previously on Sept. 26, 2007
     Upgraded to Aa3 (sf)

  -- Cl. G, Affirmed at A2 (sf); previously on Feb. 14, 2007
     Upgraded to A2 (sf)

  -- Cl. H, Affirmed at Baa1 (sf); previously on March 10, 2004
     Definitive Rating Assigned Baa1 (sf)

  -- Cl. J, Affirmed at Baa2 (sf); previously on March 10, 2004
     Definitive Rating Assigned Baa2 (sf)

  -- Cl. K, Affirmed at Baa3 (sf); previously on March 10, 2004
     Definitive Rating Assigned Baa3 (sf)

  -- Cl. L, Affirmed at Ba1 (sf); previously on March 10, 2004
     Definitive Rating Assigned Ba1 (sf)

  -- Cl. M, Affirmed at Ba2 (sf); previously on March 10, 2004
     Definitive Rating Assigned Ba2 (sf)

  -- Cl. N, Downgraded to B1 (sf); previously on March 10, 2004
     Definitive Rating Assigned Ba3 (sf)

  -- Cl. O, Downgraded to B2 (sf); previously on March 10, 2004
     Definitive Rating Assigned B1 (sf)

  -- Cl. P, Downgraded to B3 (sf); previously on March 10, 2004
     Definitive Rating Assigned B2 (sf)

  -- Cl. Q, Downgraded to Caa3 (sf); previously on March 10, 2004
     Definitive Rating Assigned B3 (sf)

                        Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from 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.

Moody's rating action reflects a cumulative base expected loss of
2.4% of the current balance compared to 1.1% 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 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 uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 16 compared to 39 at Moody's prior review.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated September 26, 2007.

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

                         Deal Performance

As of the November 15, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 41% to
$786.6 million from $1.32 billion at securitization.  The
Certificates are collateralized by 80 mortgage loans ranging
in size from less than 1% to 14% of the pool, with the top ten
loans representing 62% of the pool.  Seven loans, representing
11% of the pool, have defeased and are collateralized by U.S.
Government securities.  There are two loans with investment-grade
credit estimates, representing 23% of the pool.  Two additional
loans that had credit estimates at last review have paid off.

Twenty-three 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.

Two loans have been liquidated from the pool since securitization,
resulting in an aggregate $5.7 million loss (68% loss severity on
average).  Currently, there are no loans in special servicing.
However, Moody's has assumed a high default probability for five
poorly performing loans representing 4% of the pool.  Moody's has
estimated a $6.65 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 87% and 77% of the pool, respectively.
Excluding troubled loans, Moody's weighted average LTV is 87%
compared to 90% at Moody's prior review.  Moody's net cash flow
reflects a weighted average haircut of 13.3% to the most recently
available net operating income.  Moody's value reflects a weighted
average capitalization rate of 9.2%.

Excluding troubled loans, Moody's actual and stressed DSCRs are
1.31X and 1.19X, respectively, compared to 1.17X and 1.15X 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.

The largest loan with an investment-grade credit estimate is the
GIC Office Portfolio Loan ($107.6 million -- 13.7% of the pool),
which is a pari passu interest in a $684.5 million first mortgage
loan.  The loan is secured by 12 office properties totaling
6.4 million square feet and located in seven states.  The highest
geographic concentrations are Chicago (39% of the NRA), suburban
Philadelphia (17%), and San Francisco (12%).  The portfolio is
also encumbered by a $122.9 million B-Note held outside the trust.
As of January 2010, the portfolio was 87% leased compared to 91%
at last review.  The decline in occupancy is largely attributed to
the portfolio's largest tenant, AT&T vacating the premises at the
expiration of its lease in March 2009.  The portfolio's reported
2009 year-end net operating income (NOI) was 3% lower than at last
review and 11% lower than at securitization due to lower rental
revenues and increased operating expenses.  The loan sponsor is
Prime Plus Investments, Inc., a private REIT wholly owned by the
Government of Singapore Investment Corporation (Realty) Pet Ltd.
Moody's credit estimate and stressed DSCR are Baa3 and 1.45X,
respectively, compared to A2 and 1.56X, at last review.

The second loan with a credit estimate is the Stone Ridge at
University Center Loan ($40.0 million -- 5.1% of the pool), which
is secured by a 630-unit multifamily property located in Ashburn
(Loudoun County), Virginia.  As of June 2010, the property was 94%
leased compared to 92% at last review.  For 2009, NOI was 5% lower
than in 2008.  Moody's credit estimate and stressed DSCR are Aa3
and 1.56X, respectively, compared to Aa2 and 1.64X at last review.

The top three conduit loans represent 23% of the pool.  The
largest conduit loan is the Harbor Steps Pool Loan, which is
secured by four apartment buildings containing 739 units and
83,000 square feet of commercial space located in Seattle's
Financial District.  The properties are also encumbered by a
$23.0 million B-note.  As of December 2009, the occupancy was
97%, essentially the same as at last review.  Moody's LTV and
stressed DSCR are 83% and 1.04X, essentially the same as at
last review.

The second largest conduit loan is the Alamo Quarry Market &
Quarry Crossing Loan ($62.1 million -- 7.8% of the pool), which
represents a pari passu interest in a $98.2 million first mortgage
loan.  The loan is secured by a 590,000 square foot power center
located in San Antonio, Texas.  As of June 2010, the center was
95% leased; essentially the same as at last review.  Major tenants
include Regal Cinema, Bed Bath & Beyond, Whole Foods and Borders
Books.  The property's performance has improved due to higher
revenues and the loan benefits from amortization.  The loan has
amortized 3.5% since last review.Moody's LTV and stressed DSCR are
96% and 0.98X, respectively, compared to 102% and 0.93X at last
review.

The third largest conduit loan is the Lifetime Pool Loan
($23.5 million -- 3.0% of the pool), which is secured by the
borrower's interest in two health & fitness clubs totaling 279,000
square feet.  The properties are located in Canton and Rochester,
Michigan.  The Lifetime Fitness leases run through October 2023.
The property's cash flow remains stable and the loan benefits from
amortization.  The loan has amortized by 7.4% since last review.
Moody's LTV and stressed DSCR are 73% and 1.67X, respectively,
compared to 77% and 1.58X at last review.


MORGAN STANLEY: Moody's Reviews Ratings on 15 2006-HQ10 Certs.
--------------------------------------------------------------
Moody's Investors Service placed 15 classes of Morgan Stanley I
Trust 2006-HQ10 Commercial Mortgage Pass-Through Certificates,
Series 2006-HQ10 on review for possible downgrade:

  -- Cl. A-M, Aaa (sf) Placed Under Review for Possible Downgrade;
     previously on Nov. 30, 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, A3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to A3 (sf)

  -- Cl. C, Baa1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Baa1 (sf)

  -- Cl. D, Baa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Baa3 (sf)

  -- Cl. E, Ba1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Ba1 (sf)

  -- Cl. F, Ba3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Ba3 (sf)

  -- Cl. G, B2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to B2 (sf)

  -- Cl. H, B3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to B3 (sf)

  -- Cl. J, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Caa2 (sf)

  -- Cl. K, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Caa2 (sf)

  -- Cl. L, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Caa2 (sf)

  -- Cl. M, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Caa3 (sf)

  -- Cl. N, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Caa3 (sf)

  -- Cl. O, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 10, 2009 Downgraded to Caa3 (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 February 10, 2009.

                  Deal And Performance Summary

As of the October 15, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 3% to $1.44 billion
from $1.49 billion at securitization.  The Certificates are
collateralized by 125 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 47%
of the pool.

Thirty 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.

Three loans have been liquidated from the pool, resulting in an
aggregate realized loss of $4.8 million (58% loss severity
overall).  Fourteen loans, representing 11% of the pool, are
currently in special servicing.  The specially serviced loans are
secured by a mix of multifamily, office, retail, hotel, industrial
and mixed use property types.  The servicer has recognized
appraisal reductions totaling $47.2 million from eight of the
specially serviced loans.

Based on the most recent remittance statement, Classes G through
P have experienced cumulative interest shortfalls totaling
$2.1 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.


MORGAN STANLEY: Moody's Downgrades Ratings on 15 2007-TOP25 Certs.
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 15 classes and
affirmed six classes of Morgan Stanley Commercial Mortgage Pass-
Through Certificates, Series 2007-TOP25:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on Feb. 2, 2007
     Definitive Rating Assigned Aaa (sf)

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

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

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

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on Feb. 2, 2007
     Definitive Rating Assigned Aaa (sf)

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

  -- Cl. A-M, Downgraded to Aa1 (sf); previously on Nov. 4, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-J, Downgraded to Baa3 (sf); previously on Nov. 4, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to B2 (sf); previously on Nov. 4, 2010 A3
     (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. D, Downgraded to Caa3 (sf); previously on Nov. 4, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Ca (sf); previously on Nov. 4, 2010 Ba1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Ca (sf); previously on Nov. 4, 2010 Ba2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to C (sf); previously on Nov. 4, 2010 Ba3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to C (sf); previously on Nov. 4, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

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

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

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

  -- Cl. M, Downgraded to C (sf); previously on Nov. 4, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. N, Downgraded to C (sf); previously on Nov. 4, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. O, Downgraded to C (sf); previously on Nov. 4, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from 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 the existing rating.

On November 4, 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
7.6% of the current balance.  At last review, Moody's cumulative
base expected loss was 2.4%.  Moody's stressed scenario loss is
12.8% 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 pay down 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 February 11, 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 ratings.

                         Deal Performance

As of the November 12, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 2% to
$1.518 billion from $1.555 billion at securitization.  The
Certificates are collateralized by 202 mortgage loans ranging
in size from less than 1% to 10% of the pool, with the top ten
loans representing 37% of the pool.  The pool contains two loans,
representing 5% of the pool, with investment grade credit
estimates.  No loans have defeased.

Forty-seven 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, resulting in a
realized loss of $1.1 million (80% loss severity).  Seven loans,
representing 7% of the pool, are currently in special servicing.
Moody's has estimated an aggregate $58.4 million loss (57%
expected loss on average) for the specially serviced loans.

Moody's has assumed a high default probability for 26 poorly
performing loans representing 11% of the pool and has estimated a
$33.5 million loss (20% expected loss based on a 55% probability
default) from these troubled loans.

Moody's was provided with partial year 2009 operating results for
92% of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 91% compared to 126% at Moody's
prior review.  Moody's net cash flow reflects a weighted average
haircut of 11.3% to the most recently available net operating
income.  Moody's value reflects a weighted average capitalization
rate of 9.65%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.72X and 1.22X, respectively, compared to
1.26X and 0.90X 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 46 compared to 50 at Moody's prior review.

The largest loan with a credit estimate is the London NYC Hotel
Land Interest Loan ($27 million -- 1.8% of the pool), which is
secured by the ground lease under the 564-room London NYC Hotel on
West 54th Street in New York City.  The loan is interest-only.
Moody's current credit estimate and stressed DSCR are Aaa and
2.71X, respectively, compared to Aaa and 1.29X at securitization.

The second loan with a credit estimate is the 24 Fifth Avenue Coop
Loan ($15.5 million -- 1.0% of the pool), which is secured by a
419-unit Class A residential coop building located on lower Fifth
Avenue in New York City.  The property is 100% owned/leased and
the loan is interest only for the entire term.  Moody's current
credit estimate is Aaa, the same as at last review.

The top three performing conduit loans represent 12% of the pool
balance.  The largest loan is the Four Seasons Hotel Loan
($72.0 million -- 4.7% of the pool), which is secured by a 254-
room luxury hotel located in Los Angeles, California.  The loan is
interest only throughout the term.  Moody's LTV and stressed DSCR
are 81% and 1.34X, respectively, compared to 103% and 1.10X at
last review.

The second largest conduit loan is the One Thomas Circle Loan
($55.0 million -- 3.6% of the pool), which is secured by a 225,440
square foot Class A office building located in the East End office
submarket of Washington, D.C.  The property was 92% occupied as of
June 2010 compared to 100% at last review.  The loan is interest
only throughout the term.  Moody's LTV and stressed DSCR are 107%
and 0.88X, respectively, compared to 111% and 0.85X at last
review.

The third largest conduit loan is the 360 Spear Street Loan
($48.6 million -- 3.2% of the pool), which is secured by a 155,993
square foot Class A office building located in downtown San
Francisco, California.  The property was 100% leased as of June
2010, the same as at last review and at securitization.  The loan
has amortized 3% since last review.  Moody's LTV and stressed DSCR
are 91% and 1.19X, respectively, compared to 127% and 0.89X at
last review.


MORGAN STANLEY: Moody's Takes Rating Actions on 2007-HQ11 Notes
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 18 classes and
affirmed 9 classes of Morgan Stanley Capital I Trust, Commercial
Mortgage Pass-Through Certificates, Series 2007-HQ11:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on Feb. 28, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2, Affirmed at Aaa (sf); previously on Feb. 28, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3-1, Affirmed at Aaa (sf); previously on Feb. 28, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3-2, Affirmed at Aaa (sf); previously on Feb. 28, 2007
     Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on Feb. 28, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4-FL, Affirmed at Aaa (sf); previously on Feb. 28, 2007
     Assigned Aaa (sf)

  -- Cl. A-AB, Affirmed at Aaa (sf); previously on Feb. 28, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on Feb. 28, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on Feb. 28, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-M, Downgraded to Aa2 (sf); previously on Nov. 4, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-MFL, Downgraded to Aa2 (sf); previously on Nov. 4, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-J, Downgraded to Baa3 (sf); previously on Nov. 4, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Ba1 (sf); previously on Nov. 4, 2010 A2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to B2 (sf); previously on Nov. 4, 2010 A3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Caa1 (sf); previously on Nov. 4, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Caa2 (sf); previously on Nov. 4, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Caa3 (sf); previously on Nov. 4, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Ca (sf); previously on Nov. 4, 2010 Ba2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to Ca (sf); previously on Nov. 4, 2010 Ba3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to Ca (sf); previously on Nov. 4, 2010 B1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to C (sf); previously on Nov. 4, 2010 B3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to C (sf); previously on Nov. 4, 2010 Caa1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. M, Downgraded to C (sf); previously on Nov. 4, 2010 Caa1
     (sf) Placed Under Review for Possible Downgrade

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

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

  -- Cl. P, Downgraded to C (sf); previously on Nov. 4, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. Q, Downgraded to C (sf); previously on Nov. 4, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from 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 November 4, 2010, Moody's placed 18 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
9.5% of the current balance.  At last review, Moody's cumulative
base expected loss was 3.9%.  Moody's stressed scenario loss is
20.3% 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 pay down 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 underlying ratings is melded with the
conduit model credit enhancement into an overall model result.
Fusion loan credit enhancement is based on the credit estimate of
the loan which corresponds to a range of credit enhancement
levels.  Actual fusion credit enhancement levels are selected
based on loan level diversity, pool leverage and other
concentrations and correlations within the pool.  Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

Moody's 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 February 11, 2009.

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

                         Deal Performance

As of the November 12, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 1.4% to
$2.383 billion from $2.418 billion at securitization.  The
Certificates are collateralized by 171 mortgage loans ranging in
size from less than 1% to 10% of the pool, with the top ten loans
representing 48% of the pool.  The pool does not contain any
defeased loans or loans with credit estimates.

Forty-eight loans, representing 27% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council monthly reporting package.  As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

There have been no realized losses from the pool since
securitization.  Currently 19 loans, representing 13% of the pool,
are currently in special servicing.  The largest specially
serviced loan is the RREEF Portfolio Loan ($138.5 million --
5.8%).  This loan is secured by 2,152 garden-style apartment units
located throughout northern Virginia and Maryland.  The loan was
transferred to special servicing in June 2010 due to imminent
default and is 90+ days delinquent.  The remaining specially
serviced loans are secured by a mix of property types.  Moody's
has estimated an aggregate $97.7 million loss (32% expected loss
on average) for all of the specially serviced loans.

Moody's has assumed a high default probability for 18 poorly
performing loans representing 18% of the pool and has estimated a
$71 million loss (17% expected loss based on a 54% probability of
default) from these troubled loans.

Moody's was provided with full or partial year 2009 operating
results for 92% of the pool.  Excluding specially serviced and
troubled loans, Moody's weighted average LTV is 116% compared to
146% at Moody's prior review.  Moody's net cash flow reflects a
weighted average haircut of 10.8% to the most recently available
net operating income.  Moody's value reflects a weighted average
capitalization rate of 9.2%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.46X and 0.92X, respectively, compared to
1.07X and 0.74X 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 20 compared to 36 at Moody's prior review.

The top three performing loans represent 16.7% of the pool
balance.  The largest loan is the One Seaport Plaza Loan
($225.0 million -- 9.5% of the pool), which is secured by a
1.0 million square foot Class A office building located in the
Insurance office submarket of Lower Manhattan.  Financial
performance has improved since last review due to higher
occupancy.  The property was 98% leased as of June 2010 compared
to 94% at last review and 97% at securitization.  Moody's LTV
and stressed DSCR are 82% and 1.15x, respectively, compared to
93% and 1.04x at last review.

The second largest loan is the 525 Seventh Avenue Loan
($172 million -- 7.2% of the pool), which is secured by a 463,818
square foot Class A office building located in the Garment
District office submarket of New York City.  Financial performance
has improved since last review due to higher occupancy.  The
property was 98% leased as of June 2010 compared to 94% at last
review and 97% at securitization.  Moody's LTV and stressed DSCR
are 128% and 0.76X, respectively, compared to 184% and 0.54X at
last review.

The third largest loan is the 485 Lexington Avenue Loan
($135 million -- 5.7% of the pool), which is secured by a 914,807
square foot Class A office building located in the Grand Central
Office Submarket of New York City.  The loan represents a 30%
pari-passu interest in a $450 million loan.  The property's
financial performance has improved since last review.  The
property was 100% leased as of June 2010 compared to 100% at last
review and 90% at securitization.  Moody's LTV and stressed DSCR
are 136% and 0.67X, respectively, compared to 170% and 0.57X at
last review.


MORGAN STANLEY: Moody's Takes Rating Actions on 2002-HQ Certs.
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
and affirmed eleven classes of Morgan Stanley Dean Witter Capital
I Trust 2002-HQ, Commercial Mortgage Pass-Through Certificates,
Series 2002-HQ:

  -- Cl. A-3, Affirmed at Aaa (sf); previously on March 26, 2002
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-1, Affirmed at Aaa (sf); previously on March 26, 2002
     Definitive Rating Assigned Aaa (sf)

  -- Cl. B, Affirmed at Aaa (sf); previously on July 19, 2005
     Upgraded to Aaa (sf)

  -- Cl. C, Affirmed at Aaa (sf); previously on March 30, 2007
     Upgraded to Aaa (sf)

  -- Cl. D, Affirmed at Aaa (sf); previously on March 30, 2007
     Upgraded to Aaa (sf)

  -- Cl. E, Affirmed at Aaa (sf); previously on May 14, 2008
     Upgraded to Aaa (sf)

  -- Cl. F, Affirmed at Aaa (sf); previously on May 14, 2008
     Upgraded to Aaa (sf)

  -- Cl. G, Affirmed at Aa2 (sf); previously on May 14, 2008
     Upgraded to Aa2 (sf)

  -- Cl. H, Affirmed at Baa1 (sf); previously on May 14, 2008
     Upgraded to Baa1 (sf)

  -- Cl. J, Affirmed at Baa3 (sf); previously on May 14, 2008
     Upgraded to Baa3 (sf)

  -- Cl. K, Affirmed at Ba2 (sf); previously on July 19, 2005
     Upgraded to Ba2 (sf)

  -- Cl. L, Downgraded to B3 (sf); previously on March 26, 2002
     Definitive Rating Assigned B1 (sf)

  -- Cl. M, Downgraded to Caa3 (sf); previously on March 26, 2002
     Definitive Rating Assigned B2 (sf)

  -- Cl. N, Downgraded to C (sf); previously on March 26, 2002
     Definitive Rating Assigned B3 (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 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.

Moody's rating action reflects a cumulative base expected loss of
2.0% of the current balance.  At last review, Moody's cumulative
base expected loss was 1.5%.  Moody's stressed scenario loss is
4.7% 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 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 7 compared to 9 at Moody's prior review.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated May 14, 2008.

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

                         Deal Performance

As of the October 15, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 45% to
$462.6 million from $845.9 million at securitization.  The
Certificates are collateralized by 54 mortgage loans ranging in
size from less than 1% to 25% of the pool, with the top ten non-
defeased loans representing 53% of the pool.  The pool includes
one loan with an investment grade credit estimate, representing
25% of the pool.  Fourteen loans, representing 27% of the pool,
have defeased and are collateralized with U.S. Government
securities.

Sixteen 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.

Three loans have been liquidated from the pool, resulting in
an aggregate realized loss of $6.7 million (46% loss severity
on average).  One loan, representing 1% of the pool, is
currently in special servicing.  The master servicer has made
a nonrecoverability determination for this loan and is no
longer advancing principal and interest.  Moody's has estimated
a $2.8 million loss (64% expected loss) for this loan.

Moody's has assumed a high default probability for three poorly
performing loans representing 3% of the pool and has estimated a
$3.0 million loss (25% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2009 and partial year 2010
operating results for 99% and 52% of the pool, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 81% compared to 83% at Moody's prior review.
Moody's net cash flow reflects a weighted average haircut of 13%
to the most recently available net operating income.  Moody's
value reflects a weighted average capitalization rate of 10%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.35X and 1.40X, respectively, compared to
1.35X and 1.34X 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.

The loan with a credit estimate is the Woodfield Mall Loan
($116.9 million -- 25.3%), which represents a participation
interest in a $233.7 million first mortgage loan.  The loan is
secured by the borrower's interest in a 2.2 million square foot
super regional shopping center located 25 miles northwest of
downtown Chicago in Schaumburg, Illinois.  As of December 2009,
in-line occupancy was 93% compared to 96% at last review.  The
borrower is a joint venture between the California Public
Employees' Retirement System and General Motors Pension Trust.
The property is also encumbered by a $38.6 million B Note which is
held outside the trust.  Performance has been stable.  Moody's
current credit estimate and stressed DSCR are Aaa and 1.97X,
respectively, compared to Aaa and 1.89X at last review.

The top three conduit loans represent 16% of the pool balance.
The largest loan is the CBL Portfolio Loan ($35.1 million --
7.6%), which is secured by three shadow anchored retail properties
totaling 617,000 square feet.  The properties are Willowbrook
Plaza (Houston, Texas); Massard Crossing (Fort Smith, Arkansas);
and Pemberton Plaza (Vicksburg, Mississippi).  As of June 2010,
the portfolio was 85% leased compared 91% at last review.
Performance has declined since last review due to decreased
revenues.  Moody's LTV and stressed DSCR are 105% and 1.03X,
respectively, compared to 88% and 1.23X at last review.

The second largest loan is the Denver West Village Loan
($21.5 million - 4.7%), which is secured by a 310,000 square
foot power center located in Lakewood, Colorado.  The center is
anchored by United Artists Theaters, Ultimate Electronics and Bed
Bath & Beyond.  As of June 2010, the center was 99% leased
compared to 94% at last review.  Performance has improved due to
higher revenues.  Net operating income (NOI) has increased by 46%
since last review.  Moody's LTV and stressed DSCR are 63% and
1.68X, respectively, compared to 99% and 1.07X at last review.

The third largest loan is the Enterprise Center Loan
($16.7 million - 3.6%), which is secured by an 189,000 square
foot office building located in Chantilly, Virginia.  The
property was 86% leased as of June 2010 compared to 78% at last
review.  The largest tenant is the International Bank for
Reconstruction and Development, occupying 29% of the premises
through January 2013.  The loan matures December 2010 and is on
the master servicer's watchlist due to near term maturity.
Performance has improved since last review due to higher revenues.
Moody's LTV and stressed DSCR are 87% and 1.23X, respectively,
compared to 99% and 1.09X at last review.


MORGAN STANLEY: S&P Puts 'B-' Rating to $3 Mil. 2006-8 Notes
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B- (sf)' rating on
Morgan Stanley ACES SPC's $3 million class A-10 secured fixed-rate
series 2006-8 notes on CreditWatch with negative implications.

S&P's rating on the class A-10 notes is dependent on the lowest of
its ratings on (i) the reference obligation, Mediacom LLC's senior
unsecured rating ('B-/Watch Neg'); (ii) the swap payments
guarantor, Morgan Stanley (A/Negative/A-1); and (iii) the
underlying security, BA Master Credit Card Trust II's class A
floating-rate asset-backed certificates series 2001-B due Aug. 15,
2013 ('AAA (sf)').

The rating action follows S&P's Nov. 15, 2010, placement of S&P's
'B-' rating on the reference obligation on CreditWatch with
negative implications.  S&P may take subsequent rating actions on
the class A-10 notes due to changes in its ratings assigned to the
reference obligation, the swap guarantor, or the underlying
security.


NON-PROFIT PREFERRED: Moody's Cuts Class D Certs. Rating to Caa2
----------------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of these notes issued by Non-Profit Preferred Funding
Trust I Structured Tax-Exempt Pass-Through Certificates:

  -- US$90,000,000 Class A-1 Senior Certificates Notes due 2037
     (current outstanding balance of $79,387,365), Downgraded to
     Aa3 (sf); previously on March 26, 2010 Aaa (sf) Placed Under
     Review for Possible Downgrade;

  -- US$230,000,000 Class A-2 Delayed Issuance Senior
     Certificates due 2037 (current outstanding balance of
     $202,280,770), Downgraded to Aa3 (sf); previously on
     March 26, 2010 Aaa (sf) Placed Under Review for Possible
     Downgrade;

  -- US$16,500,000 Class B Senior Certificates due 2037,
     Downgraded to Baa3 (sf); previously on March 26, 2010 Aa2
     (sf) Placed Under Review for Possible Downgrade;

  -- US$22,000,000 Class C Mezzanine Certificates due 2037,
     Downgraded to B2 (sf); previously on March 26, 2010 A2 (sf)
     Placed Under Review for Possible Downgrade;

  -- US$14,000,000 Class D Subordinate Certificates due 2037,
     Downgraded to Caa2 (sf); previously on March 26, 2010 Baa2
     (sf) Placed Under Review for Possible Downgrade.

                        Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from the increased default probability assumptions on
the underlying municipal credits as well as the actual credit
deterioration of the underlying portfolio since the last rating
action in March 2010.

To assign default probabilities to each obligation, Moody's took
into account the idealized corporate default probabilities, in
connection with the recalibration of US municipal ratings to a
global scale, and described in "Recalibration of Moody's U.S.
Municipal Ratings to its Global Rating Scale," published on
March 16, 2010.  Moody's used a default distribution generated by
CDOROM in conjunction with the cashflow model to evaluate the
expected losses for the tranches.  CDOROM is based on a Monte
Carlo simulation framework, within which, defaults are generated
so that they occur with the frequency indicated by the default
probability for each credit in the pool.  Correlated defaults are
simulated using a normal (or "Gaussian") copula model that applies
the asset correlation framework as described in more detail in
CDOROM v2.6 User Guide.  Recovery rate assumptions for the cash
flow analysis were applied pursuant to the approach outlined in
"The U.S. Municipal Bond Rating Scale: Mapping to the Global
Rating Scale And Assigning Global Scale Ratings to Municipal
Obligations," published in March 2007.

Deterioration in the credit quality of the underlying portfolio
since the last rating action is evidenced by an increase in WARF
and increase in dollar amount of defaulted securities.  Based on
the September 2010 trustee report, the weighted average rating
factor is 2527 compared to 2153 in March 2010.  The dollar amount
of defaulted securities increased to about $38 million from
approximately $26 million in March 2010.  The deterioration in
WARF is partially the result of asset sales since the last rating
action in March 2010.  Meanwhile, because the proceeds from sales
were used to delever the senior notes, it also has a positive
impact on the notes.

Moody's also notes that the overcollateralization ratios have
deteriorated since the last rating action.  As of the latest
trustee report dated September 8, 2010, the Class A/B, C, and
D overcollateralization ratios are reported at 114.20%,
106.86%, and 102.66%, respectively, versus March 2010 levels
115.85%, 108.47%, and 104.24%, respectively.  The September
2010 overcollateralization levels do not reflect the principal
payment of $22 million to the Class A noteholders on the
September 15, 2010 payment date.

Due to the impact of revised and updated key assumptions and
key model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, weighted average recovery rate,
and a weighted average life, 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 $327 million, defaulted par of $38 million, a WARF
of 3332, a weighted average recovery rate upon default of 53.45%,
and a weighted average life remaining on the pool of 15.7 years.
For securities whose default probabilities are assessed through
credit estimates, Moody's applied additional default probability
stresses.  For each CE where the related exposure constitutes
more than 3% of the collateral pool, Moody's applied a 2-notch
equivalent assumed downgrade (but only on the CEs representing in
aggregate the largest 30% of the pool).  Notwithstanding the
foregoing, in all cases the lowest assumed rating equivalent is
Caa3.

These default and recovery properties of the collateral pool are
incorporated in cash flow model analysis.  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.

Non-Profit Preferred Funding Trust I Structured Tax-Exempt Pass-
Through Certificates, issued in 2006, is a static deal backed
primarily by a portfolio consisting of municipal tax-exempt
issuance in the healthcare, utilities, and education sectors.

In addition to the base case analysis, 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.

For the various default probability analyses, the impact on the
ratings reflecting a slightly higher WARF was approximately one to
two notches for all notes.  The impact on the ratings reflecting a
slightly lower WARF was approximately one to four notches for all
notes.  For the recovery rate analyses, the impact on the ratings
was approximately zero to one notch for all notes.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by uncertainties of credit
conditions in the general economy.

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
   collateral sales by the manager, which may have significant
   impact on the notes' ratings.  The sale of collateral will
   result in additional delevering that will increase the
   overcollateralization ratios.  However, if the collateral sales
   consist of higher-rated assets, the WARF could further
   deteriorate.

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

3) Weighted average life: The notes' ratings are sensitive to the
   weighted average life assumption of the portfolio, due to the
   longer tenor attributed to municipal borrowers.

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

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, specific
documentation features, the collateral manager's track record, and
the potential for selection bias in the portfolio.  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 six months.


NORTH STREET: Moody's Ups Ratings on Class D & E Notes to Low-B
---------------------------------------------------------------
Moody's Investors Service announced rating actions on North Street
Referenced Linked Notes, 2005-9 Limited, a collateralized debt
obligation transaction.  The CSO, issued in 2005, references a
portfolio of synthetic corporate senior secured and senior
unsecured loans.

  -- US$10,000,000 Class B Floating Rate Notes Notes, Upgraded
     to Aa2 (sf); previously on Feb. 27, 2009 Downgraded to A2
     (sf)

  -- US$25,000,000 Class C Floating Rate Notes Notes, Upgraded
     to A3 (sf); previously on Feb. 27, 2009 Downgraded to Ba1
     (sf)

  -- US$18,500,000 Class D Floating Rate Notes Notes, Upgraded
     to Ba2 (sf); previously on Feb. 27, 2009 Downgraded to Caa1
     (sf)

  -- US$14,000,000 Class E Floating Rate Notes Notes, Upgraded
     to B3 (sf); previously on Feb. 27, 2009 Downgraded to Caa3
     (sf)

                        Ratings Rationale

Moody's explained that the rating action is the result of the
beneficial effect of the passage of time and improvement of the
credit quality of the portfolio since the last rating action,
including a reduction in the portfolio concentration of names with
adjusted rating of Caa1 and below.  Since closing, the
subordination of the rated tranches has been reduced by
approximately 3.2%.  The 10-year weighted average rating factor of
the portfolio is 2736, equivalent to B3, compared to a WARF of
3698 from the last rating action in February 2009, excluding
settled credit events.  The transaction maturity date is now less
than two years away.

This rating action factors in a number of sensitivity analyses and
stress scenarios, as indicated below.  Moody's presents the
results in terms of the number of notches' difference versus the
base case model output, where a higher number of notches
corresponds to lower expected losses and vice-versa:

* Time to maturity -- The committee has reviewed the impact of a
  scenario consisting of reducing the maturity of the transaction
  by 6 months, keeping all other things equal.  The result of this
  scenario was one (Class B, Class D, and Class F), two (Class C),
  or three (Class E) notches higher than the base case.

* Market Implied Ratings -- MIRs were modeled in place of the
  corporate fundamental rating 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 on each referenced name in the CSO
  portfolio. The result of this scenario showed no impact compared
  to the base case.

* Removing the adjustment on ratings for watch and outlook -- The
  result of this scenario was one notch better (Class C and Class
  E), or not materially different (Class B, Class D, and Class F)
  than the base case.

* Stress on largest industry group -- All entities in the
  Healthcare & Pharmaceuticals sector, the largest sector
  concentration, representing 12% of the portfolio notional, were
  notched down by one.  The result of this scenario was one notch
  worse (Class B and Class D) or not materially different (Class
  C, Class E, and Class F) than the base case.

* Defaulting Caa Referenced Entities -- The result of this stress
  scenario was one (Class F), three (Class B and Class E), four
   (Class C) or seven (Class D) 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 the CDOROM v2.6.
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 six 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 did not run a separate loss and cash flow analysis other
than the one already done using the CDOROM model.  For a
description of the analysis, refer to the methodology and the
CDOROM user guide on Moody's website.

Moody's analysis of CSOs is subject to uncertainties, the primary
sources of which include complexity, governance and leverage.
Although the CDOROM model captures 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 that depends on
the expected severity of the worsening conditions.


PALISADES MEDICAL: Fitch Withdraws 'BB+' Ratings on Bonds
---------------------------------------------------------
Fitch Ratings simultaneously affirms and withdraws the 'BB+'
rating on these bonds issued on behalf of the Palisades Medical
Center Obligated Group:

  -- $15,760,000 New Jersey Health Care Facility Financing
     Authority revenue bonds, Palisades Medical Center, Inc.
     Presbyterian Healthcare System Obligated Group Issue, series
     2002;

  -- $28,630,000 New Jersey Health Care Facility Financing
     Authority revenue bonds, Palisades Medical Center, Inc.
     Presbyterian Healthcare System Obligated Group Issue, series
     1999.

Rating Rationale:

  -- The 'BB+' affirmation reflects Palisades Medical Center's
     progress in improving the operating profitability of its
     acute care operations, which is a product of cost reductions,
     coding improvements, enhanced uncompensated care subsidies,
     and program growth.  Six-month interim results for 2010 show
     a 1.5% operating margin, consistent with year-end 2009
     audited results and much improved over 2008's breakeven
     results and 2007's negative 3.9% operating margin.

  -- Liquidity, while stable, remains light for the rating
     category with 65.8 days cash on hand and 59.3% cash to debt,
     both below category medians.  A moderately strong cushion
     ratio of 7.1 times reflects Palisades' relatively light
     debt load.

  -- Ongoing credit concerns center around Palisades' operating
     environment, which includes a very competitive service area,
     weak demographic indicators, and a poor payor mix, with
     government payors comprising nearly 75% of gross revenues. In
     addition, Palisades' $23 million unfunded pension liability
     will limit liquidity improvement over the near term.

  -- The rating is being withdrawn because Fitch will no longer
     have information sufficient to maintain a rating, which
     includes access to management.

Security:

The obligated group consists of Palisades Medical Center and
Palisades General Care, Inc. Bonds are secured by the gross
receipts pledge of the obligated group, a first mortgage on both
the medical center and the long-term care facility and the debt
service reserve fund.

PMC is a 202-bed acute care hospital located in North Bergen, NJ.
PGC is a 249-bed skilled nursing and assisted living facility
adjacent to the hospital.  In fiscal 2009, Palisades reported
total operating revenues of $156.5 million.  Palisades covenants
to provide audited financial statements and quarterly disclosure
consisting of a balance sheet, income statement, utilization
statistics, and management discussion and analysis on EMMA.


PHILADELPHIA SCHOOL: Moody's Puts 'Ba1' Rating on Various Bonds
---------------------------------------------------------------
Moody's Investors Service has assigned an enhanced Aa2 rating
with a negative outlook and an underlying rating of Ba1 and stable
outlook to the Philadelphia School District's $130 million General
Obligation Refunding Bonds, Series E of 2010, $17 million General
Obligation Refunding Bonds, Series F, $150 million General
Obligation Refunding Bonds, Series G of 2010, and $150 million
General Obligation Refunding Bonds, Series H of 2010.
Concurrently, Moody's has affirmed the Ba1 rating on $1.8 billion
in parity debt issued directly by the school district and
$900 million issued through the State School Public Building
Authority.

All series of bonds are secured by the full faith and credit of
the school district within the limits prescribed by law.  Most of
the proceeds of all three issues will be used to refund portions
of various fixed and variable rate issues, providing budget relief
for fiscal 2011 as well as a projected small net present value
savings over the life of the bonds.  The issue will also provide
approximately $60 million for a payment to various counterparties
to terminate five interest rate swaps, leaving the district with
three remaining swaps.  The Series E and F bonds will be issued as
fixed rate debt and the Series G and H bonds will be issued as
variable rate debt.

                         Rating Rationale

The Ba1 rating reflects management's success in implementing a
plan beginning in fiscal 2007 to correct the district's financial
instability, resulting in three years of operating surpluses which
increased the total General Fund from a negative $66 million in
fiscal 2006 to a positive $9.6 million in fiscal 2009.  Total fund
balance for all Operating Funds, which include the General Fund,
Debt Service Fund, and Intermediate Unit Fund, grew from negative
$24 million in fiscal 2006 to positive $51 million in fiscal 2009.
The district also projects final results for fiscal 2010, which
ended on June 30, will show an additional surplus, increasing
Operating Funds balance to $63 million.  The district continues to
face numerous management and financial challenges, as reflected in
a projected use of Operating Funds reserves of approximately
$40 million in fiscal 2011, including sluggish tax base growth and
other limitations on the district's ability to raise revenues,
likely declines in state aid, and substantial capital needs.
These weak credit fundamentals had risen to a crisis level in
fiscal 2002, with the projection early in the year of a large cash
deficit by year-end, plus significant additional deficits
projected in the out-years.  Pursuant to an intermediate recovery
plan between the commonwealth and the district, a formal
"declaration of distress" was issued by the state's Secretary of
Education in December 2001, causing the immediate replacement of
the local school board with a largely state-controlled School
Reform Commission.  The city and the state also agreed to provide
moderate levels of additional funding for the district, and a
$300 million long-term deficit bond was authorized and issued in
May 2002.

The assignment of the enhanced Aa2/negative outlook on the current
issue is based on the security provided by the commonwealth's
school district intercept program.  The rating and negative
outlook reflect Moody's current assessments of: the Pennsylvania
School District Fiscal Agent Agreement Intercept Program, which
provides for the intercept of state aid due in the current fiscal
year in the event of a threatened payment failure by the district,
and reflects the credit profile of the Commonwealth itself, whose
general obligation bonds are rated Aa1/negative.  Pursuant the
School Code (Section 6-633), the state is authorized to intercept
aid appropriated in the current fiscal year.  The Fiscal Agent
Agreement Intercept Program is further enhanced by a Fiscal
Agent's Agreement, which requires the fiscal agent to notify the
Secretary of Education if the district has not made sinking fund
payments 15 days prior to debt service due dates.  Pursuant to a
Memorandum of Agreement among the Secretary of Education, the
Labor, Education and Community Services Comptroller, and the State
Treasurer, appropriated state aid is transferred to the fiscal
agent in amounts required for debt service.  After this issue, the
district currently will have approximately $3.2 billion in GO-
secured debt outstanding, of which $349 million is unhedged
variable rate debt, $2.15 million is hedged variable rate debt,
and $2.7 billion is fixed rate general obligation debt.  The
district also has two basis swaps associated with $500 million of
the $901 million in G.O.-secured debt issued through the
Pennsylvania State Public School Building Authority.

Three Years Of Surplus Operations Result In Positive General Fund
And Operating Funds Balances; Additional Surplus In Fiscal 2010

Following a significant budget deficit in fiscal 2006, which
pushed both General Fund and total Operating Funds balances below
zero, the district developed and implemented a recovery plan that
resulted in three years of operating surpluses and positive
reserves levels in fiscal 2009.  The fiscal 2006 deficit was due
to a variety of factors, including the receipt of $26.4 million
less in grants revenue than budgeted, driven by a significant drop
in federal grants from prior years.  Termination incentive
payments were also higher than expected given that severance
obligations that should have been accrued in fiscal 2005 were not
accrued until fiscal 2006.  There were also unanticipated costs
due to a delay in the implementation of hiring practices for
school-based positions, delayed building sales, and a delay in
state aid for school building.  Notably, the district includes its
Debt Service and Intermediate Unit Funds in its overall Operating
Budget.  The Debt Service Fund is used to account for the
district's accumulation of resources for the payment of debt
service and insurance costs, and had a fund balance of $64.6
million at the end of fiscal 2006.  Total undesignated fund
balance for all three funds was -$23.8 million (-1.2% of Combined
Operating Funds revenues) at the end of fiscal 2006.

In implementing the recovery plan, the district reaffirmed
existing and outlined new policies that were ratified by the SRC,
including the creation of a Financial Accountability Unit (chaired
by an appointed internal auditor) to report to the SRC monthly
budgetary status.  The establishing resolutions for the Financial
Accountability Unit restrict school-level management spending,
including limitations on contracting and hiring authority and
reductions in budget authority if overspending occurs.  The
district identified approximately $54 million in savings,
including $32 million in expenditure reductions, such as the
elimination of positions, a hiring freeze and other expenditure
controls.  The new plan resulted in an operating surplus of
$5.1 million which produced a combined Operating Budget Fund
balance of -$0.8 million for fiscal 2007.

In fiscal 2008, the school district maintained its operating
balance, ending the year flat without using or adding to reserves.
The City of Philadelphia (GO rated A2/stable outlook) granted the
district the authority to levy an additional 1.69 mills in
property tax; which originally generated an additional $17 million
in revenue.  Revenue from the state also increased by
approximately $62 million over fiscal 2007, including increased
basic aid payments and charter school reimbursement.  These were
offset by various under-budgeted revenues such as lower net swap
payments due to the dislocation in the auction rate market and the
delayed sale of property, as well as approximately 4% in
expenditure growth.  The district ended fiscal 2009 with a
relatively strong surplus in both its General Fund and total
Operating Funds.  Once again, state aid increased by approximately
$87 million over the prior year, including additional increases to
basic aid and charter school reimbursements, although local tax
revenue remained flat and non-tax revenues fell by approximately
$25 million, mostly due to lower-than-expected income from
interest rate swaps.  Expenditure growth was held to a minimal 1%,
contributing to the surplus which increased General Fund reserves
to a positive $9.6 million (0.5% of General Fund revenues) and
total Operating Funds reserve to $51 million (2.3% of Operating
Funds revenues).

The fiscal 2010 budget included Federal stimulus funds of
approximately $120 million, supplementing state aid reductions of
$52 million, for a net increase of $78 million over fiscal 2009.
Overall, revenues were budgeted with a $65 million increase while
expenditures were budgeted to grow $174 million, driven by growth
in personnel costs, charter school expenses and other budget
areas.  The district appropriated $28.1 million of Operating Funds
balance in the fiscal 2010 budget, but officials report that
unaudited results to be released in December will show that
Operating Funds balance will grow by approximately $12 million,
increasing total reserves to $63 million.  In addition to further
expenditure cuts, the district generated savings from a refunding
issue in March, contributing to reserves.

The fiscal 2011 adopted operating budget includes revenue from
commonwealth aid growth of $95 million, or 8.7% over fiscal 2010,
based on the Governor's original proposed budget.  The district
will also receive stimulus funds again at the $120 million level.
The budget includes expenditure growth of 5.4%, driven by
increased personnel costs related to negotiated salary increases,
increased charter school expenses, and rapid growth in pension
contributions.  In the budget, the district appropriated $10
million, although current estimate includes a $40 million use of
reserves.

At the end of fiscal 2009, the SRC set aside $23.7 million in a
Fiscal Stabilization Reserve Fund to be used for unanticipated
fluctuations in revenues and expenditures, which can only be
utilized with the approval of four out of five of the members of
the SRC.

       Large, Diverse Economy; Weak Long-Term Demographic
                        And Economic Trends

The City of Philadelphia is an economic center of a large, multi-
state region, with a diverse, significantly-sized tax base of over
$60 billion, with a stabilizing health care and higher education
presence.  The city has experienced a long trend of industry and
population loss since 1950, with a particularly sharp economic
retreat hitting in the late 1980's and early 1990's.  The late
1990's saw a resumption of growth, with employment up 5.7% between
1998 and 2001.  After a decline between 2001 and 2003, reflecting
the last slowdown in the national economy, modest growth in
employment resumed, with growth of about 1.1% in 2005, 0.9% in
2006, 0.7% in 2007 and 0.2% in 2008.  In 2009, annual employment
growth reversed sharply, with a 3.3% drop in employment levels for
the year.  Year-over-year employment losses continued through
September 2010, although the magnitude of job losses seem to be
leveling off, and in September, Philadelphia had a preliminary
0.4% reduction in employment, the smallest loss in employment
since December 2008.  Unemployment rates have remained high (11.8%
in August 2010), however.  Manufacturing has continued to decline
in importance, and as of 2005, diversified services account for
54% of total employment (or more than 60% including the
finance/insurance/real estate sector).  Population loss during the
1990's was just over 4%, although this was only about half the
loss that had been estimated prior to the 2000 census count.  With
an estimated 1.54 million residents, the city is the nation's
sixth most populous.

Resident wealth indicators are low, with per capita and median
family incomes only about 77% and 74% of the national median,
respectively, and 23% of residents below the poverty level.  A
relatively large portion of the city's job base is in low-paying
sectors, with healthcare, social services, and state and local
government accounting for about 30% of total jobs (a large share
of which are likely held by city residents, as opposed to
commuters).  The city's taxable base has grown modestly over the
past decade, averaging 3.2% growth annually since 2004.  The $61
billion tax base does benefit from significant diversity, with the
10 largest tax payers comprising less than 5% of total valuation.

                     Substantial Debt Burden;
              Significant Reduction In Swap Exposure

The district's direct debt burden is an above average 5.2% of full
valuation, climbing to a high 11.9% when overlapping city
obligations are taken into account.  The substantial overall debt
burden reflects, among other factors, special efforts to promote
economic development (e.g. convention center, stadiums, blight
remediation), the PICA deficit-funding bonds sold in the early
1990's, and a $1.3 billion pension bond issued by the city several
years ago.  Given the slow rate of principal retirement (32.1% in
10 years) and likely additional borrowing in the future, Moody's
do not expect the district's debt burden to moderate in the near
term.

The variable portion of the current bond issue will represent all
of the district's variable rate debt, comprising 11% of the
district's total debt portfolio.  Liquidity for the new issues
will be provided by Barclays Bank (Long-term Issuer Rating of Aa3)
and Wells Fargo Bank (Long-term Issuer Rating of Aa2), each for
three-year terms for $150 million.  The district has entered into
multiple fixed rate payer interest rate swap agreements to hedge
a portion of its variable rate Series 2008A, B, and D bonds.  The
district plans to terminate the swaps hedging the A and B series
and a portion of the current bond issue will be used to make a
projected $60 million in termination payments.  The remaining
swap on the Series D bonds has Merrill Lynch (Moody's rated A2)
as the counterparty.  The swap is LIBOR-based on a remaining
notional amount of $2.15 million and expires in September of
2011.  The district has also entered into two basis swaps related
to their lease revenue bonds issued through the State Public
School Building Authority, paying SIFMA and receiving 67% of one-
month LIBOR plus a fixed spread for both, with JP Morgan Chase
(Moody's rated Aa1) and Wachovia for a total notional amount of
$500 million.  For all of the district's swaps, the district only
has the right of optional termination and rating triggers, which
include a downgrade of the enhanced state intercept rating below
Baa3.

The principal methodologies used in this rating were General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009, and State Aid Intercept Programs and Financings
published in February 2008.

                             Outlook

The underlying outlook on the general obligation rating is stable
on an unenhanced basis (excluding the support provided by the
state aid intercept).  The district is likely to face ongoing
financial challenges in the current year and face additional
challenges in fiscal 2012, although Moody's believe that the
improved policies, expansion of the oversight board's authority
and room for potential future budget cuts will assist the district
in managing future state aid cuts.  Deterioration in financial
operations, however, could lead to a weakening of credit quality.

What could change the Ba1 underlying rating -- Up:

  -- Continued multi-year trend of surplus operating budgets
  -- Maintenance of satisfactory General Fund reserve levels

What could change the Ba1 rating -- Down:

  -- Operating deficits in fiscal 2011 and beyond

Key Statistics:

* Estimated Population: 1.54 million

* 2009 Full Value: $61 billion

* Full Value Per Capita: $41,708

* Per Capita Income as % of Commonwealth: 79.1%

* Median Family Income as % of Commonwealth: 75.3%

* Direct Debt Burden: 5.2%

* Overall Debt Burden: 11.9%

* Payout of principal (10 years): 32.1%

* FY09 Operating Budget balance: $51 million (2.3% of operating
  revenues)

* FY09 General Fund balance: $9.7 million (0.5% of General Fund
  revenues)

* Post-sale Parity Debt Outstanding: $3.2 billion


PREFERRED TERM: Moody's Cuts Ratings on 3 Notes to C (sf)
---------------------------------------------------------
Moody's Investors Service announced that it has downgraded notes
issued by Preferred Term Securities XV, Ltd.:

  -- US$323,100,000 Floating Rate Class A-1 Senior Notes Due
     2034, Downgraded to Baa3 (sf); previously on March 27, 2009
     Downgraded to A2 (sf);

  -- US$114,500,000 Floating Rate Class B-1 Mezzanine Notes Due
     2034, Downgraded to C (sf); previously on March 27, 2009
     Downgraded to Ca (sf);

  -- US$22,000,000 Fixed/Floating Class B-2 Mezzanine Notes Due
     2034, Downgraded to C (sf); previously on March 27, 2009
     Downgraded to Ca (sf);

  -- US$36,000,000 Fixed/Floating Class B-3 Mezzanine Notes Due
     2034, Downgraded to C (sf); previously on March 27, 2009
     Downgraded to Ca (sf).

Additionally, Moody's Investors Service announced that it has
upgraded these notes issued by Pretsl Combination Trust I:

  -- US$10,000,000 Combination Certificates, Series P XV-1 Due
     2034, Upgraded to Ba1 (sf); previously on April 28, 2009
     Downgraded to Caa2 (sf);

                        Ratings Rationale

Preferred Term Securities XV, Ltd., issued on September 20, 2004,
is a collateral debt obligation backed by a portfolio of bank and
insurance trust preferred securities.  On March 27, 2009, Moody's
downgraded six 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 of the pool.  The defaults increased by $133.7M since the
last rating action on March 27, 2009.  Cumulative assumed defaults
now total $215.5 million (36% of the portfolio).  All the assumed
defaulted assets are carried at zero recovery in Moody's analysis.
The remaining assets in the portfolio have shown a slight
improvement, as indicated by a WARF decrease to 1480, from 1540 as
of the last rating action date.  This current WARF 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, 38.6% 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 26, 2010, the Senior
Principal Coverage Test is 104.13% and the Class B Mezzanine
Principal Coverage Test is 70.77%, versus trustee reported levels
from the report dated September 26, 2008 of 146.24% and 102.07%,
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 314 banks have failed, to date, since the
onset of the current economic crisis in 2007, 265 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 in
negative outlook, the insurance sector is stabilizing.

Moody's indicated that the upward rating action on the Combination
Notes accounts for the impact of an updated analysis incorporating
certain rating stresses and additional credit deterioration of the
underlying portfolio.  Moody's concluded that the impact of these
factors on the ratings is not as negative as previously assessed
in the last rating action.  The Combination Notes have adequate
coverage from Class A-1, which is one of the components of the
notes.

In Moody's analysis Moody's assume no prepayments.  The WAL of the
portfolio is approximately 24 years.

The portfolio of this CDOs is 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 bank obligors in the pool as of Q1-
2010.  This financial data is used by Moody's to assess the credit
quality of bank 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 240 points from the base case
of 1480, 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 100 points, expected losses are one notch better
than the base case results.  Additionally, the effects of higher
and lower weighted average spread of the collateral pool resulted
in these: Increasing the WAS by 25 basis points yielded an
expected loss that was one notch better than the base case for
Class A-1.  However, decreasing the WAS 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 worse than 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 CDOROM 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.  CDOROM 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 six months


PREFERRED TERM: Moody's Junks Rating on Mezzanine Notes From 'Ba3'
------------------------------------------------------------------
Moody's Investors Service announced that it has downgraded notes
issued by Preferred Term Securities V, Ltd.

  -- US$201,450,000 Floating Rate Mezzanine Notes, due April 3,
     2032, (current balance of $12,231,415.52), Downgraded to Caa3
     (sf); previously on March 27, 2009 Downgraded to Ba3 (sf).

                        Ratings Rationale

Preferred Term Securities V, Ltd., issued on March 26, 2002, is a
collateral debt obligation backed by a static portfolio of bank
trust preferred securities.  On March 27, 2009, the last rating
action date, Moody's downgraded the class of notes as a result of
the application of revised and updated key monitoring assumptions,
as well as the deterioration in the credit quality of the
transaction's underlying portfolio.

The rating action on the notes is the result of increase of the
assumed defaulted amount.  There are three assets remaining in the
transaction and all are assumed to be non-performing by the
trustee as of the last report in September 29, 2010.  The Class B
Mezzanine Principal Coverage Test is reported at 11.40%.  Moody's
is also in receipt of an Event of Default notice dated as of
October 15, 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, since the last rating action an additional 265 banks
have failed with a current total of 314 bank failures since the
onset of current economic crisis in 2007.  In Moody's opinion, the
banking sector outlook continues to remain negative.

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

The transaction's portfolio was not modeled.


PRETSL COMBINATION: Moody's Cuts Rating on P XIX-4 Certs. to Ca
---------------------------------------------------------------
Moody's Investors Service announced that it has downgraded two
combination note securities whose underlying components are
significantly linked to bank and insurance trust preferred CDO
tranches.

Issuer: PreTsl Combination Trust I

  -- US$15,200,000 Combination Certificates, Series P XIX-1,
     due 2035 (current rated balance of $10,252,300.79),
     Downgraded to Aa3 (sf); previously on April 28, 2009
     Downgraded to Aa1 (sf).

Issuer: PreTSL Combination Certificates

  -- PreTSL Combination Series P XIX-4 (current rated balance of
     $6,514,987.30) Downgraded to Ca (sf); previously on April 28,
     2009 Downgraded to Caa3 (sf).

                        Ratings Rationale

The two combination note securities' ratings are based primarily
on the credit quality of their respective underlying components
and the legal structure of the transaction.  The rating actions
are a reflection of the change in the ratings of the underlying
securities backing the combination notes.

US$15,200,000 Combination Certificates, Series P XIX-1, due 2035
was issued on September 15, 2005.  It is composed of the Preferred
Term Securities XIX, Ltd.'s Class A-1 Notes (currently rated Baa2
(sf)) and Subordinated Income Notes (not rated) and a Federal
National Mortgage Association strip.

PreTSL Combination Series P XIX-4 was issued on July 19, 2006.  It
is composed of Preferred Term Securities XIX, Ltd.'s Class B Notes
(currently rated Ca (sf)) and Subordinated Income Notes.

Preferred Term Securities XIX, Ltd. was issued on September 15,
2005.  The portfolio of its underlying assets consists of trust
preferred securities issued by small to issued by small to medium
sized U.S. community bank and insurance companies that are
generally not publicly rated by Moody's.  The last rating actions
for notes issued from Preferred Term Securities XIX, Ltd. took
place on October 22, 2010.  The actions were primarily the result
of increase of the assumed defaulted amount and Weighted Average
Rating Factor of the pool.  Cumulative assumed defaults totaled
$197.4 million (28% of the portfolio).  The remaining assets in
the portfolio also suffered credit deterioration, as indicated by
the WARF that increased to 1768.

Moody's CDOEdge model was used to assess the cashflows losses of
US$15,200,000 Combination Certificates, Series P XIX-1, due 2035.
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, the recent deal performance in
the current market conditions, 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 six months.


PRETSL COMBINATION: Moody's Cuts US$7,715,000 Certs. Rating to Ca
-----------------------------------------------------------------
Moody's Investors Service announced that it has downgraded three
combination note securities whose underlying components are
significantly linked to bank and insurance trust preferred CDO
tranches.

Issuer: PreTSL Combination Certificates

  -- US$7,715,000 Combination Certificates, Series P XVIII-3
     (current rated balance of $5,363,151), Downgraded to Ca (sf);
     previously on April 28, 2009 Downgraded to Caa3 (sf);

Issuer: PreTSL Combination Trust I

  -- US$10,000,000 Combination Certificates , Series P XX-2
     (current rated balance of $7,129,425), Downgraded to Aa2
     (sf); previously on April 28, 2009 Downgraded to Aa1 (sf);

Issuer: PreTSL Combination

  -- US$500,000 Combination Certificates, Series P XXII-1 (current
     rated balance if $406,438), Downgraded to Aa2 (sf);
     previously on April 28, 2009 Downgraded to Aa1 (sf).

                        Ratings Rationale

PreTSL Combination Certificates Series P XVIII-3, Series P XX-2,
and Series PXXII-1 are combination note securities whose ratings
are based primarily on the credit quality of their respective
underlying components and the legal structure of the transaction.

The rating actions are a reflection of the change in the ratings
of the underlying securities backing the combination notes.
PreTSL US$7,715,000 Combination Certificates, Series P XVIII-3,
issued on July 19, 2006, is composed of the Class B Mezzanine
Notes and Subordinate Income Notes issued by Preferred Term
Securities XVIII, Ltd. As of the last rating action on January 14,
2010, the Class B Mezzanine Notes were downgraded to the current
rating of Caa3 (sf).

PreTSL US$10,000,000 Combination Certificates, Series P XX-2,
issued on December 15, 2005, is composed of Class A-1 Notes,
Income notes, both issued by Preferred Term Securities XX, Ltd.,
and a treasury strip.  As of the last rating action on June 24,
2010, the Class A Notes were downgraded to the current rating of
Ba2 (sf).

PreTSL US$500,000 Combination Certificates, Series P XXII-1,
issued on June 15, 2006, is composed of Class A-1 Senior Notes,
Subordinate Income Notes, both issued by Preferred Term Securities
XXII, Ltd., and a treasury strip.  As of the last rating action on
January 14, 2010, the Class A-1 Notes were downgraded to the
current rating of Baa1 (sf).

The transaction portfolios collateralizing the underlying tranches
issued by Preferred Term Securities XVIII, Ltd., Preferred Term
Securities XX, Ltd., and Preferred Term Securities XXII, Ltd. are
mainly composed of trust preferred securities issued by small to
medium sized U.S. community banks and insurance companies that are
generally not publicly rated by Moody's.  Additionally, the
portfolio for Preferred Term Securities XX, Ltd. has a small
portion of REIT and ABS CDO securities.  To evaluate the assets'
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.

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, 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 underlying portfolio was modeled, according to
Moody's rating approach, using CDOROM 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.  CDOROM 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 six months.


SEAWALL PLC: S&P Withdraws 'CCC-' Rating to 2007-1 D2 Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC-(sf)' rating
on the series 2007-1 D2 (CDO bond) credit-linked note issued by
Seawall PLC, a synthetic collateralized debt obligation
transaction.

S&P withdrew the rating following the repurchase and subsequent
cancellation of the credit-linked note.


SECURITIZED PRODUCT: S&P Downgrades Ratings on Various Notes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A1, A2, and B notes issued by Securitized Product of
Restructured Collateral Ltd.  SPC for the account of the Series
2005-1 Segregated Portfolio, a cash flow collateralized debt
obligation retranching transaction, and removed them from
CreditWatch with negative implications.  This transaction is a
retranching of a portion of the underlying class A-1 and A-2 notes
issued by Varick Structured Asset Fund Ltd., a cash flow mezzanine
structured finance CDO.  The rating on the underlying class A-1
and A-2 notes is 'CC (sf)'.

The downgrades mainly reflect continued deterioration in the
credit support available to the class A1, A2, and B notes.  The
underlying class A-1 and A-2 notes issued by Varick Structured
Asset Fund Ltd. continue to experience shortfalls in interest
proceeds available to make the necessary coupon payments on the
notes, which has caused the transaction to use principal proceeds
to make the remaining payments.  This redirection of principal
cash continues to erode the outstanding collateral available to
support and pay down the notional balances of the class A-1 and A-
2 notes and, subsequently, the class A1, A2, and B retranched
notes.

Standard & Poor's will continue to review whether, in S&P's 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 deems necessary.

                  Rating And Creditwatch Actions

     Securitized Product of Restructured Collateral Ltd.  SPC
                     for the account of the
               Series 2005-1 Segregated Portfolio

                           Rating
                           ------
           Class       To            From
           -----       --            ----
           A1          BBB (sf)      AAA (sf)/Watch Neg
           A2          BB+ (sf)      AA+ (sf)/Watch Neg
           B           B+ (sf)       A (sf)/Watch Neg

  Transaction Information
  -----------------------
Issuer: Securitized Product of Restructured Collateral Limited SPC
for the account of the Series 2005-1 Segregated Portfolio
Co-Issuer: Securitized Product of Restructured Collateral LLC
Underwriter: Lehman Bros.
Trustee: U.S. Bank National Association
Transaction type: Cash flow CDO retranching


SKYTOP CLO: S&P Raises Rating on Class C Notes to CCC+ (sf
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
class A-1, A-2, B, and C notes from Skytop CLO Ltd., a hybrid
collateralized loan obligation managed by Invesco Senior Secured
Management Inc. Hybrid CLOs are collateralized debt obligation
transactions that combine elements of both cash flow and synthetic
CDOs.  The upgrades reflect improvements in the performance of the
transaction since S&P's last rating action in April 2010.

According to the Oct. 8, 2010, trustee report, the transaction
held $8.1 million in defaulted assets, down from $18.0 million
noted in the Feb.  9, 2010, trustee report.  Additionally, since
October 2009, the class A notes have experienced $6.4 million in
paydowns, which have reduced the current amount outstanding to
23.6% of the notes' original balance.  In the September 2010
payment period, the transaction also paid down the class C
deferred interest that the transaction had previously accumulated
when it was failing the class B overcollateralization test.

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

                         Skytop CLO Ltd.

                                      Rating
                                      ------
                                 To           From
                                 --           ----
           Class A-1             AA+ (sf)     AA- (sf)
           Class A-2             A+ (sf)      BBB+ (sf)
           Class B               BB+ (sf)     B+ (sf)
           Class C               CCC+ (sf)    CCC- (sf)


STRUCTURED ADJUSTABLE: Moody's Cuts Ratings on 22 Tranches
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 22
tranches from 8 RMBS transactions, backed by Alt-A loans, issued
by Structured Adjustable Mortgage Loan Trust in 2006 & 2007.

                        Ratings Rationale

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

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

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

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: Structured Adjustable Rate Mortgage Loan Trust 2006-12

  -- Cl. 1-A1, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

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

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-2

  -- Cl. 1-A1, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (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 C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-3

  -- Cl. 1-A1, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

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

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

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-4

  -- Cl. 1-A1, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A2, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-A3, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (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

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-5

  -- Cl. 1-A1, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 B2 (sf) Placed Under Review for Possible Downgrade

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

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

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-7

  -- Cl. 1-A1, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

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

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

Issuer: Structured Adjustable Rate Mortgage Loan Trust, Mortgage
Pass-Through Certificates, Series 2006-11

  -- Cl. 1-A1, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

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

Issuer: Structured Adjustable Rate Mortgage Loan Trust, Series
2007-1

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

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


TPREF FUNDING: Moody's Downgrades Ratings on Class B Notes to 'Ca'
------------------------------------------------------------------
Moody's Investors Service announced that it has downgraded notes
issued by TPREF FUNDING I, LTD.

  -- US$201,000,000 Class B Floating Rate Senior Subordinate Notes
     due 2032 (current balance of $108,637,979), Downgraded to Ca
     (sf); previously on March 27, 2009 Downgraded to Caa3 (sf).

                        Ratings Rationale

TPREF FUNDING I, LTD., issued on July 11, 2002, is a
collateralized debt obligation backed by a static portfolio of
bank trust preferred securities.  On March 27, 2009, the last
rating action date, Moody's downgraded the Class B 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.

According to Moody's, the rating downgrade action taken is the
result of an increase in the assumed defaulted amount.  The
assumed defaulted amount, as reported by the trustee, has
increased from $30MM in January 2009 to $64MM in October 2010.
The par loss due to the increase in the assumed defaulted amount
has resulted in loss of principal coverage for the Class B Notes.
As of the latest trustee report in October 2010, the Senior
Subordinated Principal Coverage ratio is 66.5%, and the Senior
Subordinated Interest Coverage ratio is 32.31%, versus trustee
reported levels in January 2009 of 96.28%, and 173.82%
respectively, which were used during the last rating action.

The action also takes into consideration the risk of the
transaction experiencing an Event of Default again if there is a
default in the payment of interest on the Class B Notes.  Moody's
received a notice from the Trustee, dated as of November 4, 2010,
that all interest and past due interest with respect to the Class
B Notes were paid on October 15, 2010 and that the Event of
Default which occurred due to a default in the payment of interest
on the Class B Notes on April 15, 2010 is no longer continuing.
However, Moody's notes that the payment of interest and past due
interest on Class B Notes was partially paid from principal
proceeds.  Given that the Senior Subordinated Interest Coverage
ratio is currently only 32.31%, there is a possibility that the
interest proceeds in the transaction may not be sufficient to pay
accrued interest on the Class B Notes on future payment dates.

The credit deterioration exhibited by this 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 265 banks
have failed with a current total of 314 bank failures since the
onset of the current economic crisis in 2007.  In Moody's opinion,
the banking sector outlook continues to remain negative.

The transaction's portfolio was not modeled.


TROPIC CDO: Moody's Cuts Ratings on 5 Notes to C (sf)
-----------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings on these notes issued by Tropic CDO I Ltd.

  -- US$195,000,000 Class A-1 First Priority Senior Secured
     Floating Rate Notes Due 2034 (current balance of
     $168,975,664), Downgraded to Ba1 (sf); previously on
     March 27, 2009 Downgraded to A3 (sf);

  -- US$63,000,000 Class A-2 Second Priority Senior Secured
     Floating Rate Notes Due 2034, Downgraded to B3 (sf);
     previously on March 27, 2009 Downgraded to Ba3 (sf);

  -- US$7,000,000 Class A-3 Second Priority Senior Secured
     Fixed/Floating Rate Notes Due 2034, Downgraded to B3 (sf);
     previously on March 27, 2009 Downgraded to Ba3 (sf);

  -- US$62,380,000 Class B-1 Mezzanine Secured Floating Rate
     Notes Due 2034, Downgraded to C (sf); previously on March 27,
     2009 Downgraded to Ca (sf);

  -- US$51,620,000 Class B-2 Mezzanine Secured Fixed/Floating
     Rate Notes Due 2034, Downgraded to C (sf); previously on
     March 27, 2009 Downgraded to Ca (sf);

  -- US$3,000,000 Class B-3 Mezzanine Secured Fixed/Floating
     Rate Notes Due 2034, Downgraded to C (sf); previously on
     March 27, 2009 Downgraded to Ca (sf);

  -- US$5,000,000 Series I Combination Notes Due 2034,
     Downgraded to C (sf); previously on April 28, 2009 Downgraded
     to Ca (sf);

  -- US$6,000,000 Series III Combination Notes Due 2034,
     Downgraded to C (sf); previously on April 28, 2009 Downgraded
     to Ca (sf).

                        Ratings Rationale

ALESCO Preferred Funding IV, Ltd., issued on May 18, 2004, is a
collateral debt obligation backed by a portfolio of bank trust
preferred securities.  On March 27, 2009, the last rating action
date, Moody's downgraded six 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.

According to Moody's, the rating actions taken are primarily the
result of an increase of the assumed defaulted amount in the
underlying portfolio.  The assumed defaulted amount increased by
$69.6M since the last rating action.  Cumulative assumed defaults
now total $149.6 million (39.8% of the current portfolio).  All
the assumed defaulted assets are carried at zero recovery in
Moody's analysis.  The remaining assets in the portfolio have also
shown a slight improvement, as indicated by a WARF decrease to
1848, from 1979 as of the last rating action date.  This current
WARF 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, 49.8%
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.  As of the latest trustee report dated October 25,
2010, the Class A Overcollateralization Ratio is 102.48% and the
Class B Overcollateralization Ratio is 68.26%, versus trustee
reported levels from the report dated February 28, 2009 of 134.17%
and 92.65% 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 314 banks have failed, to date, since the
onset of the current economic crisis in 2007, 265 of which have
failed since the date of 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 weighted
average life of the portfolio is approximately 23.7 years.

The portfolio of this CDOs 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 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 bank obligors in the pool as of Q1-
2010.  This financial data is used by Moody's to assess the credit
quality of bank 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 changes in 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 250 points from the base case of 1848, the model
results in an expected loss that is one notch worse than the
result of the base case for Class A-1L.  If the WARF is decreased
by 200 points, expected losses are one notch better than the base
case results.

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, the risk of triggering an Event
of Default, the recent deal performance in the current market
conditions, 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 CDOROM 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.  CDOROM v.2.6 is available on moodys.com
under Products and Solutions -- Analytical models, upon return of
a signed free license agreement.


TROPIC CDO: Moody's Junks Rating on Class A-3L Notes From 'B3'
--------------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
rating on these notes issued by Tropic CDO I Ltd.

  -- US$42,000,000 Class A-3L Notes Due 2033, Downgraded to
     Caa3 (sf); previously on March 27, 2009 Downgraded to B3
     (sf).

In addition, Moody's announced that it has upgraded the rating on
these notes issued by Tropic CDO I Ltd.

  -- US$45,000,000 Class A-1L Floating Rate Notes Due 2033
     (current balance of $1,595,337), Upgraded to Aa3 (sf);
     previously on October 30, 2009 Downgraded to Baa3 (sf).

                        Ratings Rationale

Tropic CDO I Ltd., issued on April 23, 2003, is a collateral debt
obligation backed by a portfolio of bank and insurance trust
preferred securities.  On October 30, 2009, the last rating action
date, Moody's downgraded four 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.

According to Moody's, the rating downgrade action on the Class A-
3L notes is primarily the result of an increase of the assumed
defaulted amount in the underlying portfolio.  The assumed
defaulted amount increased by $19.6M since the last rating action.
Cumulative assumed defaults now total $135.9 million (52% of the
current portfolio).  All the assumed defaulted assets are carried
at zero recovery in Moody's analysis.  The remaining assets in the
portfolio have also shown deterioration, as indicated by a WARF
increase to 1933, from 1537 as of the last rating action date.
This current WARF 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,
55.8% 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.  As of the latest trustee report dated October 15,
2010, the Senior Overcollateralization Ratio is 108.81% and the
Subordinate Overcollateralization Ratio is 60.92%, versus trustee
reported levels from the report dated October 15, 2009 of 114.98%
and 68.19% respectively, which were used during the last rating
action on October 30, 2009.

Moody's also indicated that the rating upgrade action on the Class
A-1L notes results primarily from the de-levering of the Class A-
1L notes, which have been paid down by approximately 92.4% or
$19.4MM since the last rating action.

The credit deterioration exhibited by this collateral pool 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 314 banks have failed, to date, since the
onset of the current economic crisis in 2007, 183 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 weighted
average life of the portfolio is approximately 23 years.

The portfolio of this CDOs is 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 bank obligors in the pool as of Q1-
2010.  This financial data is used by Moody's to assess the credit
quality of bank 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 changes in 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 300 points from the base case of 1933, the model
results in an expected loss that is one notch worse than the
result of the base case for Class A-1L.  If the WARF is decreased
by 1000 points, expected losses are one notch better than the base
case results.

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, the risk of triggering an Event
of Default, the recent deal performance in the current market
conditions, 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".


VEER CASH: S&P Raises Ratings on Various Classes of Notes
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
senior rated and mezzanine deferred notes from Veer Cash Flow CLO
Ltd., a collateralized loan obligation transaction managed by MJX
Asset Management LLC.  At the same time, S&P removed its rating on
the senior rated notes from CreditWatch with positive
implications.

S&P has observed improved performance in the transaction's
underlying asset portfolio, significant paydown of the senior
rated notes, and an improvement in the transaction's
overcollateralization ratio since S&P lowered its ratings on all
of the notes in October 2009 following a review of the transaction
using its criteria for rating corporate collateralized debt
obligations.

According to the October 2010 trustee report, the balance of
defaulted obligations in the transaction was $8.5 million, down
from $9.4 million as of the September 2009 trustee report.
Additionally, the trustee reported balance of 'CCC' rated assets
has decreased to $8.4 million from $17.1 million since S&P's last
action.

The transaction has also paid down approximately $27.8 million to
the senior rated notes since S&P's last rating action, including a
$3.9 million payment in the Oct. 19, 2010, distribution, which
increased the O/C available to support the rated notes.  The O/C
ratio for the senior rated notes was 138.7% as of October 2010, up
from 128.4% according to the September 2009 trustee report.

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

                  Rating And Creditwatch Actions

                      Veer Cash Flow CLO Ltd.

                                    Rating
                                    ------
    Class                       To          From
    -----                       --          ----
    Senior rated notes          AA (sf)     A+ (sf)/Watch Pos
    Mezzanine deferrable notes  BBB- (sf)   BB+ (sf)


WACHOVIA BANK: Moody's Downgrades Ratings on 17 2007-C33 Certs.
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 17 classes and
affirmed eight classes of Wachovia Bank Commercial Mortgage Pass-
Through Certificates, Series 2007-C33:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on Aug. 27, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2, Affirmed at Aaa (sf); previously on Aug. 27, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on Aug. 27, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-PB, Affirmed at Aaa (sf); previously on Aug. 27, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on Aug. 27, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-5, Affirmed at Aaa (sf); previously on Aug. 27, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on Aug. 27, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. IO, Affirmed at Aaa (sf); previously on Aug. 27, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-M, Downgraded to Aa3 (sf); previously on Oct. 28, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-J, Downgraded to Baa3 (sf); previously on Oct. 28, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to B2 (sf); previously on Oct. 28, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Caa1 (sf); previously on Oct. 28, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Caa2 (sf); previously on Oct. 28, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Caa3 (sf); previously on Oct. 28, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Ca (sf); previously on Oct. 28, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Ca (sf); previously on Oct. 28, 2010 B3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to Ca (sf); previously on Oct. 28, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to Ca (sf); previously on Oct. 28, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to C (sf); previously on Oct. 28, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to C (sf); previously on Oct. 28, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. M, Downgraded to C (sf); previously on Oct. 28, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. N, Downgraded to C (sf); previously on Oct. 28, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. O, Downgraded to C (sf); previously on Oct. 28, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. P, Downgraded to C (sf); previously on Oct. 28, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. Q, Downgraded to C (sf); previously on Oct. 28, 2010 Ca
     (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 the current ratings.

On October 28, 2010, Moody's placed 17 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
11.1% of the current balance.  At last review, Moody's cumulative
base expected loss was 4.7%.  Moody's stressed scenario loss is
21.9% 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 pay down 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 underlying ratings is melded with the
conduit model credit enhancement into an overall model result.
Fusion loan credit enhancement is based on the credit estimate of
the loan which corresponds to a range of credit enhancement
levels.  Actual fusion credit enhancement levels are selected
based on loan level diversity, pool leverage and other
concentrations and correlations within the pool.  Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

Moody's 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 3, 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 ratings.

                         Deal Performance

As of the November 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 0.5% to
$3.584 billion from $3.602 billion at securitization.  The
Certificates are collateralized by 163 mortgage loans ranging in
size from less than 1% to 10% of the pool, with the top ten loans
representing 52% of the pool.  The pool contains two loans,
representing 1% of the pool, with investment grade credit
estimates.  No loans have defeased.

Forty-eight loans, representing 30% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council monthly reporting package.  As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Three loans have been liquidated from the pool, resulting in an
aggregate realized loss of $4.6 million (55% loss severity).
Sixteen loans, representing 21% of the pool, are currently in
special servicing.  The largest specially serviced loan is the 666
Fifth Avenue Loan ($285.5 million -- 8.0% of the pool).  This loan
is secured by a 1.5 million square foot Class A office building in
Manhattan.  This loan represents a 23.5% pari-passu interest in a
$1.215 billion first mortgage loan.  The property was transferred
to special servicing March 2010 when the borrower requested a loan
modification.  The loan remains current.  The remaining specially
serviced loans are represented by a mix of property types.
Moody's has estimated an aggregate $186 million loss (29% expected
loss on average) for the specially serviced loans.

Moody's has assumed a high default probability for 15 poorly
performing loans representing 21% of the pool and has estimated a
$134 million loss (21% expected loss based on a 51% 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 partial year 2009 operating results for
89% of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 123% compared to 139% at Moody's
prior review.  Moody's net cash flow reflects a weighted average
haircut of 11.0% to the most recently available net operating
income.  Moody's value reflects a weighted average capitalization
rate of 9.3%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.30X and 0.86X, respectively, compared to
1.14X and 0.77X 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 23 compared to 28 at Moody's prior review.

The largest loan with a credit estimate is the High Bluff Ridge at
Del Mar Loan ($32.9 million -- 0.9% of the pool), which is secured
by a 157,567 square foot suburban office building located in San
Diego, California.  The loan is interest-only.  Moody's current
credit estimate and stressed DSCR are Baa3 and 1.42X,
respectively, compared to Baa3 and 1.36X at securitization.

The second loan with a credit estimate is the Lawndale Estates
Loan ($7.5 million -- 0.2% of the pool), which is secured by a
673-unit mobile home community located in Saginaw, Michigan.  The
property was 84% leased as of December 2009.  Moody's current
credit estimate and stressed DSCR are Baa1 and 1.82X,
respectively, compared to Baa3 and 1.57X at securitization.

The top three performing conduit loans represent 14% of the pool
balance.  The largest loan is the Sawgrass Mills Loan ($265.3
million -- 7.4% of the pool), which is secured by a 2.0 million
square foot regional mall located in Sunrise, Florida.  This loan
represents a pari-passu interest in an $820.0 million first
mortgage loan.  Performance has been stable.  The loan is interest
only throughout the term.  Moody's LTV and stressed DSCR are 114%
and 0.81X, respectively, compared to 115% and 0.77X at last
review.

The second largest conduit loan is the Potomac Mills Loan
($164 million -- 4.6% of the pool), which is secured by a
1.5 million square foot regional mall in Woodbridge, Virginia.
This loan represents a pari-passu interest in a $410.0 million
first mortgage loan.  Anchor tenants include Costco, JC Penney
Outlet and AMC Theatres.  The property's financial performance
has improved since last review due to higher revenue achievement
despite a slightly lower occupancy.  The property was 91% leased
as of December 2009 compared to 92% in December 2008.  The loan
is interest only throughout the term.  Moody's LTV and stressed
DSCR are 131% and 0.7X, respectively, compared to 139% and 0.68X
at last review.

The third largest conduit loan is the 84 Lumber Industrial Pool
($73.8 million -- 2.1% of the pool), which is secured by a
3.5 million square foot portfolio of cross defaulted and cross
collateralized 84 Lumber stores throughout the United States.
Moody's LTV and stressed DSCR are 90% and 1.2X, respectively,
compared to 92% and 1.18X at last review.


WACHOVIA BANK: Moody's Reviews Ratings on 17 2007-C34 Certs.
------------------------------------------------------------
Moody's Investors Service placed 17 classes of Wachovia Bank
Commercial Mortgage Trust Commercial Securities Pass-Through
Certificates, Series 2007-C34 on review for possible downgrade:

  -- Cl. A-M, Aaa (sf) Placed Under Review for Possible Downgrade;
     previously on Nov. 27, 2007 Definitive Rating Assigned Aaa
     (sf)

  -- Cl. A-J, A1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 11, 2009 Downgraded to A1 (sf)

  -- Cl. B, A2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 11, 2009 Downgraded to A2 (sf)

  -- Cl. C, A3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 11, 2009 Downgraded to A3 (sf)

  -- Cl. D, Baa1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 11, 2009 Downgraded to Baa1 (sf)

  -- Cl. E, Baa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 11, 2009 Downgraded to Baa2 (sf)

  -- Cl. F, Baa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 11, 2009 Downgraded to Baa3 (sf)

  -- Cl. G, Ba1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 11, 2009 Downgraded to Ba1 (sf)

  -- Cl. H, Ba3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 11, 2009 Downgraded to Ba3 (sf)

  -- Cl. J, B1 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 11, 2009 Downgraded to B1 (sf)

  -- Cl. K, B3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 11, 2009 Downgraded to B3 (sf)

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

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

  -- Cl. N, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 11, 2009 Downgraded to Caa2 (sf)

  -- Cl. O, Caa2 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 11, 2009 Downgraded to Caa2 (sf)

  -- Cl. P, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 11, 2009 Downgraded to Caa3 (sf)

  -- Cl. Q, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on Feb. 11, 2009 Downgraded to Caa3 (sf)

The classes were placed on review 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 11, 2009.

                   Deal And Performance Summary

As of the October 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 1.0% to
$1.46 billion from $1.48 billion at securitization.  The
Certificates are collateralized by 113 mortgage loans ranging
in size from less than 1% to 11% of the pool, with the top ten
loans representing 43% of the pool.

Twenty-three loans, representing 35% 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.

The pool has not experienced any realized losses to date.  Eight
loans, representing 10% of the pool, are currently in special
servicing.  The specially serviced loans are secured by a mix of
multifamily, office, retail, hotel and industrial property types.
The servicer has recognized appraisal reductions totaling
$22.4 million from seven 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.


WASHINGTON MUTUAL: Fitch Affirms BB-sf/LS3 Rating on 2005-D2 Notes
------------------------------------------------------------------
Fitch Ratings has affirmed the long-term rating, Loss Severity
rating, and Rating Outlook assigned to Washington Mutual Master
Note Trust:

  -- Series 2006-A2 at 'AA-sf/LS1'; Outlook Stable;
  -- Series 2006-C1 at 'BBBsf/LS3'; Outlook Stable;
  -- Series 2006-C2 at 'BBBsf/LS3'; Outlook Stable;
  -- Series 2005-D2 at 'BB-sf/LS3'; Outlook Stable.

The affirmation is based on stable trust performance.  Gross yield
has remained consistent since the last review in November 2009 as
the 12-month average at both decreased only slightly to 16.76%
from 17.82%.

Monthly payment rate, a measure of how quickly consumers are
paying off their debt, has improved over the past year.  Currently
the 12-month average is 17.93%, up from 17.93% at the time of the
last review.

Net charge-offs reached an all time low of 0.17% in the July 2009
distribution period as a result of a non-random removal from the
trust on May 19, 2009, which left the trust with only Chase Bank
USA, N.A.-originated receivables and also removed delinquent
accounts.  Since that point, net charge-offs have increased to a
12-month average of 4.60%.  Delinquencies have also risen again,
to a 12-month average of 2.25% at the 60+ day delinquency level.

Excess spread, a measure of overall health of the trust, has
remained strong in 2010.  In October 2009, 12-month average excess
spread was 6.89% and has increased to a 12-month average of 9.02%
during the current period.

Fitch's analysis included a comparison of observed performance
trends over the past few months to Fitch's base case expectations
for each outstanding rating category.  As part of its on-going
surveillance efforts, Fitch will continue to monitor the
performance of these trusts.


WELLS FARGO: Fitch Rates Carious Series 2010-C1 Certificates
------------------------------------------------------------
Fitch rates Wells Fargo Commercial Mortgage Trust commercial
mortgage pass-through certificates, series 2010-C1, as issued by
Wells Fargo, N.A.:

  -- $162,000,000 class A-1 'AAAsf/LS1'; Outlook Stable;
  -- $443,253,000 class A-2 'AAAsfLS1'; Outlook Stable;
  -- $605,253,000* class X-A 'AAAsf'; Outlook Stable;
  -- $22,076,000 class B 'AAsf/LS3'; Outlook Stable;
  -- $31,275,000 class C 'Asf/LS3'; Outlook Stable;
  -- $34,034,000 class D 'BBBsf/LS3'; Outlook Stable;
  -- $13,797,000 class E 'BBB-sf/LS4'; Outlook Stable;
  -- $12,878,000 class F 'Bsf/LS4'; Outlook Stable.
  * Notional amount and interest only.

Fitch does not rate the interest-only class X-B and the
$16,557,805 class G.


WESTCHESTER CLO: Moody's Ups Rating on Class A-1-B Notes to Ba1
---------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by Westchester CLO, Ltd.:

  -- US$570,500,000 Class A-1-A Floating Rate Senior Secured
     Extendable Notes (current outstanding balance of
     $515,722,360) due 2022, Upgraded to Aa2 (sf); previously on
     July 15, 2009 Downgraded to Aa3 (sf);

  -- US$142,500,000 Class A-1-B Floating Rate Senior Secured
     Extendable Notes due 2022, Upgraded to Baa3 (sf); previously
     on July 15, 2009 Downgraded to Ba1(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 delivering of the Class A-1-A Notes since the last
rating action in July 2009.  In Moody's view, these positive
developments coincide with reinvestment of sale proceeds
(including higher than previously anticipated recoveries realized
on defaulted securities) into substitute assets with higher par
amounts and/or higher ratings.

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 October 20, 2010, the
weighted average rating factor is currently 2599 compared to 3275
in the May 2009 report, and securities rated Caa1/CCC+ or lower
make up approximately 7.8% of the underlying portfolio versus
18.7% in May 2009.  Additionally, the rating action taken on the
Class A-1-A notes considers the benefit from the continued
delevering of the notes as a result of the diversion of excess
interest proceeds due to the failure of the Class A/B, Class C,
Class D, and Class E overcollateralization tests.

In addition, Moody's notes that the portfolio includes a number of
structured finance securities.  Based on the trustee report dated
October 20, 2010, structured finance securities make up
approximately 4.5% of the underlying portfolio.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers.  In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds of $772.9 million, defaulted par of $162.4 million,
weighted average default probability of 35.45% (implying a WARF of
3975), a weighted average recovery rate upon default of 41.42%,
and a diversity score of 55.  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.

Westchester CLO, Ltd., issued in May 31, 2007, 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 six months.

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

For securities whose default probabilities are assessed through
credit estimates, Moody's applied additional default probability
stresses by assuming an equivalent of Caa3 for CEs that were not
updated within the last 15 months, which currently account for
approximately 5% of the collateral balance.  In addition, Moody's
applied a 1.5 notch-equivalent assumed downgrade for CEs last
updated between 12-15 months ago, and a 0.5 notch-equivalent
assumed downgrade for CEs last updated between 6-12 months ago.

In addition to the base case analysis described above, Moody's
also performed 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.

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

Moody's Adjusted WARF -- 20% (3180)

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

Moody's Adjusted WARF + 20% (4770)

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

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 loss), assuming that all other
factors are held equal:

Moody's Adjusted WARR + 2% (43.42%)

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

Moody's Adjusted WARR - 2% (39.42%)

  -- Class A-1-A: 0
  -- Class A-1-B: 0
  -- Class B: -1
  -- Class C: -1
  -- Class D: 0
  -- Class E: 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, 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 deal's
   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.  UPG Case only:
   Moody's tested for a possible extension of the actual weighted
   average life in its analysis.

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


WFCMT 2010-C1: Moody's Assigns Ratings on Nine Classes of CMBS
--------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to nine
classes of CMBS securities, issued by WFCMT 2010-C1, Commercial
Mortgage Pass-Through Certificates, Series 2010-C1.

  -- US$162M Cl. A-1 Certificate, Definitive Rating Assigned Aaa
     (sf)

  -- US$443.253M Cl. A-2 Certificate, Definitive Rating Assigned
     Aaa (sf)

  -- Cl. X-A Certificate, Definitive Rating Assigned Aaa (sf)

  -- Cl. X-B Certificate, Definitive Rating Assigned Aaa (sf)

  -- US$22.076M Cl. B Certificate, Definitive Rating Assigned Aa2
     (sf)

  -- US$31.275M Cl. C Certificate, Definitive Rating Assigned A2
     (sf)

  -- US$34.034M Cl. D Certificate, Definitive Rating Assigned Baa3
     (sf)

  -- US$13.797M Cl. E Certificate, Definitive Rating Assigned Ba2
     (sf)

  -- US$12.878M Cl. F Certificate, Definitive Rating Assigned 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.

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

Moody's analysis employs the excel-based CMBS Conduit Model v2.50
which derives credit enhancement levels based on an aggregation of
adjusted loan level proceeds derived from Moody's loan level 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.


* Moody's Reviews Ratings on Tranches From Nine Rental Car Notes
----------------------------------------------------------------
Moody's has placed on review for possible upgrade select tranches
from nine distinct series of rental car asset backed notes from
two different sponsors: Avis Budget Car Rental LLC, and Hertz
Corporation.  The rating actions are motivated, to varying degrees
depending on the sponsor, primarily by the strengthening credit
profiles of both Ford Motor Company and General Motors Limited,
and secondarily by recent upgrades to Hyundai Motor Company and
Kia Motors Corp., as well as improved rental car fleet
diversification.

Additionally, Moody's notes that Avis Budget submitted an
acquisition bid to purchase Dollar Thrifty Automotive Group.
Moody's views the potential acquisition as credit positive to
DTAG-sponsored ABS, and views it as credit neutral to Avis-
sponsored ABS.  Given the uncertainties concerning the completion
of the acquisition, such as the need for FTC approval, Moody's
will take ratings actions if the transaction comes to fruition,
depending on its ultimate impact on the DTAG-sponsored ABS.

The principal methodology used in these rating actions is
described below.  Other methodologies and factors that may have
been considered in the process of rating this issue can also be
found at www.moodys.com in the Rating Methodologies sub-directory.

With respect to the monoline wrapped transactions identified
below, the underlying ratings reflect the intrinsic credit quality
of the notes in the absence of the transaction's guarantee from
monoline insurance.  The current ratings on the below notes are
consistent with Moody's practice of rating insured securities at
the higher of the guarantor's insurance financial strength rating
and any underlying rating.

Complete Rating Actions:

ISSUER: Avis Budget Rental Car Funding (AESOP) LLC

Series Description: Series 2006-1 Rental Car Asset-Backed Notes

  -- Current Rating: Baa2(sf) Placed Under Review for Possible
     Upgrade; previously on April 29, 2010, Upgraded to Baa2(sf)

  -- Financial Guarantor: MBIA Insurance Corporation (B3;
     previously on February 18, 2009, Downgraded to B3 from Baa1)

Series Description: Series 2007-2 Rental Car Asset-Backed Notes

  -- Current Rating: Baa2(sf) Placed Under Review for Possible
     Upgrade; previously on April 29, 2010, Upgraded to Baa2(sf)

  -- Financial Guarantor: Ambac Assurance Corporation (Caa2 under
     review for possible upgrade; previously on March 26, 2010,
     Caa2 placed under review for possible upgrade)

Series Description: Series 2009-1 Rental Car Asset-Backed Notes

  -- Current Rating: A2(sf) Placed Under Review for Possible
     Upgrade; previously on July 24, 2009, assigned A2(sf)

Series Description: Series 2009-3 Variable Funding Asset Backed
Notes

  -- Current Rating: Aa2(sf) Placed Under Review for Possible
     Upgrade; previously on December 3, 2009, assigned Aa2(sf)

Series Description: Series 2010-2 Rental Car Asset-Backed Notes

  -- Class Description: Class B

  -- Current Rating: Baa2(sf) Placed Under Review for Possible
     Upgrade; previously on March 24, 2010, assigned Baa2(sf)

Series Description: Series 2010-3 Rental Car Asset-Backed Notes

  -- Class Description: Class B

  -- Current Rating: Baa2(sf) Placed Under Review for Possible
     Upgrade; previously on March 24, 2010, assigned Baa2(sf)

ISSUER: Hertz Vehicle Financing LLC

Series Description: Series 2009-1 Variable Funding Floating Rate
Asset Backed Notes

  -- Current Rating: Aa1(sf) Placed Under Review for Possible
     Upgrade; previously on September 22, 2009, assigned Aa1(sf)

Series Description: Series 2009-2 Rental Car Asset-Backed Notes

  -- Class Description: Class B -1, Class B-2

  -- Current Rating: Baa2(sf) Placed Under Review for Possible
     Upgrade; previously on June 22, 2009, assigned Baa2(sf)

Series Description: Series 2010-1 Rental Car Asset-Backed Notes

  -- Class Description: Class B-1, Class B-2, Class B-3

  -- Current Rating: Baa2(sf) Placed Under Review for Possible
     Upgrade; previously on July 28, 2010, assigned Baa2(sf)

                   Principal Rating Methodology

The primary asset backing the notes is the monthly lease payments
owed by the related sponsoring rental car company under an
operating lease, as well as a pool of vehicles comprising the bulk
of the sponsor's daily rental car fleet, including both program
vehicles (acquired vehicles subject to repurchase, or guaranteed a
minimum depreciation or resale value, by the related auto
manufacturer at pre-set prices) and non-program vehicles (acquired
vehicles that do not benefit from such repurchase or guaranteed
depreciation agreements).  The vehicles are owned by a bankruptcy-
remote entity, referred to as the lessor, which may also be the
issuer or be an affiliate of the issuer.  The sponsor and/or
operating affiliates act as lessees.  For quantitative analysis
Moody's uses a monte carlo simulation model which simulates the
potential cash flows from the vehicle assets and any additional
credit enhancements and the rated obligation repayment
requirements.

The key factors in Moody's rating analysis include the probability
of default of the sponsor, the likelihood of a bankruptcy or
default by the auto manufacturers providing vehicles to the rental
car fleet owned by the lessor, and the recovery rate on the rental
car fleet in case the rental car sponsor defaults.  Monte Carlo
simulation modeling was used to assess the impact on bondholders
of these variables.  The default probability of the sponsor is
simulated based on its current corporate probability of default
rating and Moody's idealized default rates.  For surveillance
purposes, in the event that an upgrade above the initial rating is
being considered, Moody's stress the rating of the sponsor as
lessee to provide a limited degree of de-linkage of the rated ABS
from the corporate rating of the sponsor, otherwise, the current
rating of the sponsor is used.

All of the sponsoring rental car companies fleets include both
program vehicles and non-program vehicles (also known as 'risk'
vehicles).  Under the terms of the simulation, in cases where the
related sponsor does not default it is assumed that bondholders
are repaid in full and no liquidation of the lessor's rental car
fleet is necessary.  In cases where the sponsor does default, the
lessor's fleet must be liquidated in order to repay their secured
loans to the Issuer, and ultimately the bondholders.  In those
cases, the default probability of the related manufacturers must
also be simulated.  Due to Chrysler's, Ford's and GM's high
concentrations in the pool and non-investment grade ratings or
non-ratings, as applicable, their defaults were simulated based on
estimates for probability of default provided by Moody's corporate
analysts.  These default estimates differentiate between default
with continued operation and default with cessation of operations.
The default probability of the other manufacturers is derived from
their respective ratings.  For each manufacturer simulated to be
in Chapter 11, Moody's further simulate whether each such
manufacturer will honor its obligation with respect to program
vehicles or default on that obligation.

In simulating liquidation of the rental car fleet following a
sponsor default, it is assumed that the portion of the program
vehicle fleet associated with non-defaulting manufacturers (both
non-bankrupt manufacturers and bankrupt Chapter 11 manufacturers
honoring their program obligations) is returned to the related
manufacturer at full book value.  For the non-program (risk)
fleet, as well as the portion of the program fleet associated with
defaulting manufacturers not honoring obligations on their program
vehicles, it is assumed the vehicles will be sold in the open
market.  For vehicles sold in the open market, the market value of
a vehicle at time of liquidation before any haircuts are applied
is estimated using market depreciation data from the National
Automobile Dealers Association for each manufacturer with vehicles
in the collateral pool.  In making this calculation Moody's
generally assume a purchase price for program and non-program
(risk) vehicles which is 10% below MSRP, to give credit to the
volume discounts typically achieved by rental car companies.
However, in the case of Avis Budget, Moody's assume the discount
for non-program (risk) vehicles is 15% to reflect both the terms
required under the transaction documentation and historic
performance.  In addition, Moody's assume a delay in sale of six
months and therefore net an additional six months of depreciation.
This six month delay in fleet liquidation following the sponsor's
default contemplates potential legal challenges to obtaining
control of the fleet and the potential difficulties of marshaling
and selling such a large quantity of vehicles.  The base
liquidation value of sold vehicles is determined by applying a
base haircut to this estimated depreciated market value.  The base
haircut is simulated using a triangular distribution (i.e.,
minimum, mode, maximum) with values of (5%, 15%, 30%).  The
resulting calculation provides the base liquidation value.

Additional haircuts may be applied to the base liquidation value
depending on the manufacturer's simulated status: non-bankrupt,
bankrupt Chapter 11 or bankrupt Chapter 7.  No further haircuts
are applied to either (i) non-program (risk) and program vehicles
from non-bankrupt manufacturers or (ii) program vehicles from
bankrupt Chapter 11 manufacturers who are assumed to honor their
program obligations.  However, in all other cases, the base
liquidation value is further reduced.  For bankrupt Chapter 11
manufacturers, Moody's reduce the base liquidation of their non-
program (risk) vehicles and their program vehicles whose
obligations are assumed not to be honored by multiplying the base
liquidation value by a haircut, which is simulated using a
triangular distribution with input parameters (14%, 18%, 19%).
For manufacturers assumed to be in Chapter 7, Moody's reduce base
liquidation value of their vehicles by multiplying the base
liquidation value by a haircut, which is simulated using a
triangular distribution with input parameters (25%, 35%, 50%).

With respect to transaction maturity, for analytical purposes
Moody's is assigning each transaction to one of three assumed
maturity buckets based on its actual remaining expected maturity.
If the remaining expected maturity is less than 18 months, a
remaining maturity of 12 months will be assumed.  If the remaining
expected maturity is 18 months or more but less than 37 months, 24
months will the input to the model.  If the remaining expected
maturity is 37 months or more, 60 months will be assumed.  This is
a method of quantifying Moody's view that there is greater
uncertainty regarding fleet mix by manufacturer for transactions
with longer terms than for those with shorter terms.


* S&P Downgrades Ratings on 27 Tranches From 17 CDO Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 27
tranches from 17 U.S. cash flow collateralized debt obligation
transactions.  S&P also affirmed its ratings on 70 other tranches
from 15 transactions.

The CDO downgrades reflect the continued credit deterioration in
the underlying U.S. subprime residential mortgage-backed
securities in these transactions.  S&P downgraded six of the
tranches to 'D (sf)' because these tranches did not receive their
timely interest payments either in whole or in part.

The 27 downgraded U.S. cash flow tranches have a total issuance
amount of $8.050 billion.  Of the 17 affected transactions, 11 are
mezzanine structured finance CDOs of asset-backed securities,
which are collateralized in large part by mezzanine tranches of
U.S. RMBS and other SF securities, five are high-grade SF CDOs of
ABS, which were collateralized at origination primarily by 'AAA'
through 'A' rated tranches of U.S. RMBS and other SF securities,
and one is a CDO of CDO.

The affirmations reflect current credit support levels that S&P
believes are sufficient to maintain the current ratings.

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

                         Rating Actions

                        Cimarron CDO Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-2                 CC (sf)             CCC- (sf)

                       Citius I Funding Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-LT                CC (sf)             CCC- (sf)

                      Class V Funding II Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1                 CC (sf)             CCC- (sf)
         A-2A                D (sf)              CC (sf)
         A-2B                D (sf)              CC (sf)
         B                   D (sf)              CC (sf)
         C                   D (sf)              CC (sf)

                  Duke Funding High Grade IV Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1                 CC (sf)             CCC (sf)

                        Duke Funding V Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         1-A2                CC (sf)             CCC (sf)
         I-A1                CC (sf)             CCC (sf)
         I-B                 CC (sf)             CCC (sf)
         I-W                 CC (sf)             CCC (sf)

                     Dutch Hill Funding II Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         B                   CC (sf)             CCC- (sf)

                    Eastman Hill Funding I Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1-FL              D (sf)              B (sf)
         A-1-FX              D (sf)              B (sf)

                      Independence V CDO Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1                 CC (sf)             CCC- (sf)

                   Kleros Real Estate CDO IV Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1                 CC (sf)             CCC- (sf)

                        Lakeside CDO I Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1                 CC (sf)             CCC- (sf)

                   Lexington Capital Funding Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1ANV              CC (sf)             CCC- (sf)
         A-1AV               CC (sf)             CCC- (sf)
         A-1B                CC (sf)             CCC- (sf)

                        Neptune CDO II Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1                 CC (sf)             CCC (sf)

                      Newbury Street CDO Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A1                  CC (sf)             CCC+ (sf)

                     Porter Square CDO II Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-2                 CC (sf)             CCC- (sf)

                     Summer Street 2007-1 Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1SA               CC (sf)             CCC- (sf)

                        Talon Funding I Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A                   CC (sf)             CCC- (sf)

             Trainer Wortham First Republic CBO II Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1L                CC (sf)             CCC (sf)

                         Ratings Affirmed

                         Cimarron CDO Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         B                   CC (sf)             CC (sf)
         A-3                 CC (sf)             CC (sf)

                       Citius I Funding Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1                 CC (sf)             CC (sf)
         A-2                 CC (sf)             CC (sf)
         B                   CC (sf)             CC (sf)
         C                   CC (sf)             CC (sf)
         D                   CC (sf)             CC (sf)
         E                   CC (sf)             CC (sf)

                      Class V Funding II Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         D                   CC (sf)             CC (sf)

                  Duke Funding High Grade IV Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-2                 CC (sf)             CC (sf)
         C-1                 CC (sf)             CC (sf)
         C-2                 CC (sf)             CC (sf)
         D                   CC (sf)             CC (sf)

                        Duke Funding V Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         II                  CC (sf)             CC (sf)
         III                 CC (sf)             CC (sf)
         IV-A                CC (sf)             CC (sf)
         IV-B                CC (sf)             CC (sf)

                    Dutch Hill Funding II Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         C                   CC (sf)             CC (sf)
         C Loan              CC (sf)             CC (sf)
         D-1                 CC (sf)             CC (sf)
         D-2                 CC (sf)             CC (sf)
         D-3                 CC (sf)             CC (sf)

                      Independence V CDO Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         C                   CC (sf)             CC (sf)
         Ser 1 Pref          CC (sf)             CC (sf)
         Ser 2 Pref          CC (sf)             CC (sf)

                   Kleros Real Estate CDO IV Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-2                 CC (sf)             CC (sf)
         A-3                 CC (sf)             CC (sf)
         A-4                 CC (sf)             CC (sf)
         B                   CC (sf)             CC (sf)
         C                   CC (sf)             CC (sf)
         D                   CC (sf)             CC (sf)
         E                   CC (sf)             CC (sf)

                        Laguna ABS CDO Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A1J                 CC (sf)             CC (sf)
         A1SB-1              CCC- (sf)           CCC- (sf)
         A1SB-2              CCC- (sf)           CCC- (sf)
         A1ST                CCC- (sf)           CCC- (sf)
         A2                  CC (sf)             CC (sf)
         A3                  CC (sf)             CC (sf)
         Class 1 Co          CC (sf)             CC (sf)
         Class II C          AAA (sf)            AAA (sf)
         Pref Share          CC (sf)             CC (sf)

                  Lexington Capital Funding Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-2                 CC (sf)             CC (sf)
         B                   CC (sf)             CC (sf)
         C                   CC (sf)             CC (sf)
         D                   CC (sf)             CC (sf)
         E                   CC (sf)             CC (sf)

                        Neptune CDO II Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-2                 CC (sf)             CC (sf)
         B                   CC (sf)             CC (sf)
         C                   CC (sf)             CC (sf)
         D                   CC (sf)             CC (sf)

                      Newbury Street CDO Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A2                  CC (sf)             CC (sf)
         A3                  CC (sf)             CC (sf)
         A4                  CC (sf)             CC (sf)
         B                   CC (sf)             CC (sf)
         C                   CC (sf)             CC (sf)
         D                   CC (sf)             CC (sf)

                     Porter Square CDO II Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         B                   CC (sf)             CC (sf)
         C                   CC (sf)             CC (sf)
         D                   CC (sf)             CC (sf)

                     Summer Street 2007-1 Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1A                CC (sf)             CC (sf)
         A-1B                CC (sf)             CC (sf)
         A-1SB               CC (sf)             CC (sf)
         A-2                 CC (sf)             CC (sf)
         B                   CC (sf)             CC (sf)
         C                   CC (sf)             CC (sf)
         D                   CC (sf)             CC (sf)

             Trainer Wortham First Republic CBO II Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-2L                CC (sf)             CC (sf)
         A-3L                CC (sf)             CC (sf)
         B-1L                CC (sf)             CC (sf)
         Pfd Shares          CC (sf)             CC (sf)

                    Other Outstanding Ratings

                 Duke Funding High Grade IV Ltd.

                    Class               Rating
                    -----               ------
                    B-1                 D (sf)
                    B-2                 D (sf)

                     Independence V CDO Ltd.

                    Class               Rating
                    -----               ------
                    A-2A                D (sf)
                    A-2B                D (sf)
                    B                   D (sf)


* S&P Puts Ratings on 25 Tranches From 19 Corporate-Backed CDOs
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 25
tranches from 19 corporate-backed synthetic collateralized debt
obligation transactions and one tranche from one CDO of CDO
transaction on CreditWatch with positive implications.  At the
same time, S&P placed its ratings on 16 tranches from nine
corporate-backed synthetic CDO transactions, 15 tranches from 11
synthetic CDO transactions backed by commercial mortgage-backed
securities, and one tranche from one CDO of CDO transaction on
CreditWatch with negative implications.  In addition, S&P affirmed
its ratings on three tranches from two corporate-backed synthetic
CDO transactions and removed them from CreditWatch negative.

The CreditWatch placements and affirmations followed S&P's monthly
review of U.S. synthetic CDO transactions.

The CreditWatch positive placements reflect seasoning of the
transactions, rating stability of the obligors in the underlying
reference portfolios over the past few months, and synthetic rated
overcollateralization ratios that had risen above 100% at the
next-higher rating level.  The CreditWatch negative placements
reflect negative rating migration in the respective portfolios and
SROC ratios that had fallen below 100% as of the October month-end
run.  The affirmations reflect improvements in the respective
portfolios and SROC ratios that moved above 100% at the tranches'
current rating levels.

                         Rating Actions

                        ABACUS 2006-13 Ltd

                                       Rating
                                       ------
        Class                  To                  From
        -----                  --                  ----
        B                      CCC (sf)/Watch Neg  CCC (sf)
        C                      CCC (sf)/Watch Neg  CCC (sf)
        D                      CCC (sf)/Watch Neg  CCC (sf)

                       ABACUS 2006-17 Ltd

                                       Rating
                                       ------
        Class                  To                  From
        -----                  --                  ----
        A-1                    CCC (sf)/Watch Neg  CCC (sf)

                       ABACUS 2006-NS1 Ltd.

                                       Rating
                                       ------
        Class                  To                  From
        -----                  --                  ----
        C                      CCC (sf)/Watch Neg  CCC (sf)

                  Aphex Capital NSCR 2007-4 Ltd.
                             2007-4

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       A-1                    CCC+ (sf)/Watch Neg CCC+ (sf)

                      Arch One Finance Ltd.
                             2005-5

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       ABBA                   CCC+ (sf)/Watch Pos CCC+ (sf)

                        Barclays Bank PLC
                             12 V5YR

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

                        Barclays Bank PLC
                                12

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

            Credit and Repackaged Securities Limited
                              2006-4

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       Notes                  CCC- (sf)/Watch Pos CCC- (sf)

                       Credit Default Swap
            EUR30 mil Unfunded Portfolio CDS (Osprey)

                                Rating
                                ------
    Class                  To            From
    -----                  --            ----
    Swap                   B-srp (sf)    B-srp (sf)/Watch Neg

                       Credit Default Swap
  US$10 mil Swap Risk Rating-Protection Buyer,CDS Ref#CA1119131

                                     Rating
                                     ------
      Class                  To                   From
      -----                  --                   ----
      Tranche                B-srb (sf)/Watch Pos B-srb (sf)

                       Credit Default Swap
      US$250.25 mil MBIA Insurance Corp - Deutsche Bank AG

                                     Rating
                                     ------
      Class                  To                   From
      -----                  --                   ----
      Tranche                B-srp (sf)/Watch Neg B-srp (sf)

                     Magnolia Finance II PLC
                             2006-7A2

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       Notes                  BBB+ (sf)/Watch Pos BBB+ (sf)

                     Magnolia Finance II PLC
                             2007-2A

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       A                      CCC (sf)/Watch Neg  CCC (sf)

                     Morgan Stanley ACES SPC
                             2007-8

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       A1                     CCC- (sf)/Watch Pos CCC- (sf)
       A2                     CCC (sf)/Watch Pos  CCC (sf)
       Senior                 BB- (sf)/Watch Pos  BB- (sf)

                     Morgan Stanley ACES SPC
                             2007-36

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       I                      CCC+ (sf)/Watch Pos CCC+ (sf)

                     Morgan Stanley ACES SPC
                             2008-2

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       Notes                  CCC+ (sf)/Watch Pos CCC+ (sf)

                     Morgan Stanley ACES SPC
                             2008-6

                                 Rating
                                 ------
  Class                  To                  From
  -----                  --                  ----
  A1                     BB- (sf)            BB- (sf)/Watch Neg
  A2                     BB- (sf)            BB- (sf)/Watch Neg

                 Morgan Stanley Managed ACES SPC
                             2006-8

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       IA                     CCC- (sf)/Watch Pos CCC- (sf)

                 Morgan Stanley Managed ACES SPC
                             2007-14

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       IIIA                   CCC (sf)/Watch Pos  CCC (sf)

                 Morgan Stanley Managed ACES SPC
                             2007-16

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       IIB                    CCC- (sf)/Watch Pos CCC- (sf)

                        Newport Waves CDO
                                1

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       A1-$LS                 B+ (sf)/Watch Neg   B+ (sf)
       A3-$LMS                CCC+ (sf)/Watch Neg CCC+ (sf)

                        Newport Waves CDO
                                2

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       A1-$FMS                BBB- (sf)/Watch Neg BBB- (sf)
       A1-$LS                 BB (sf)/Watch Neg   BB (sf)
       A1A-$LS                BB (sf)/Watch Neg   BB (sf)
       A1B-$LS                BB (sf)/Watch Neg   BB (sf)
       A3-$LMS                BB- (sf)/Watch Neg  BB- (sf)
       A3A-$LMS               B+ (sf)/Watch Neg   B+ (sf)

                        Newport Waves CDO
                                4

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       A3-YLS                 CCC (sf)/Watch Neg  CCC (sf)

                        Newport Waves CDO
                                5

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       A1-$LMS                BBB- (sf)/Watch Neg BBB- (sf)
       A3-$LMS                B+ (sf)/Watch Neg   B+ (sf)

                        Newport Waves CDO
                                8

                                       Rating
                                       ------
        Class                  To                  From
        -----                  --                  ----
        A3-ELS                 B+ (sf)/Watch Neg   B+ (sf)

                        Newport Waves CDO
                                7

                                       Rating
                                       ------
        Class                  To                  From
        -----                  --                  ----
        A1-ELS                 BB (sf)/Watch Neg   BB (sf)

                        Newport Waves CDO
                                9

                                       Rating
                                       ------
        Class                  To                  From
        -----                  --                  ----
        A1-GLS                 BB (sf)/Watch Neg   BB (sf)

                Omega Capital Investments II PLC
                               31

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       C-1E                   CCC- (sf)/Watch Pos CCC- (sf)

                       PARCS Master Trust
                             2007-10

                                       Rating
                                       ------
        Class                  To                  From
        -----                  --                  ----
        Trust Unit             BB (sf)/Watch Pos   BB (sf)

                           Pilatus Ltd.

                                       Rating
                                       ------
        Class                  To                  From
        -----                  --                  ----
        2005SUpIII             B+ (sf)/Watch Pos   B+ (sf)

                 Repacs Trust Series: Bayshore I

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       A                      BB- (sf)/Watch Neg  BB- (sf)

                             REVE SPC
                              2007-1

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       A Series 4             CCC+ (sf)/Watch Pos CCC+ (sf)
       A Series 5             CCC+ (sf)/Watch Pos CCC+ (sf)
       A Series 9             CCC+ (sf)/Watch Pos CCC+ (sf)
       A Series18             CCC+ (sf)/Watch Pos CCC+ (sf)
       JSS Ser23              B+ (sf)/Watch Pos   B+ (sf)

                    Rutland Rated Investments
                           DRYDEN06-2

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       A1-$LS                 BB- (sf)/Watch Pos  BB- (sf)

                    Rutland Rated Investments
                                56

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       Series 56              CCC+ (sf)/Watch Neg CCC+ (sf)

                    Rutland Rated Investments
                                57

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       Series 57              CCC+ (sf)/Watch Neg CCC+ (sf)

                       Seawall 2006-4 Ltd
                             2006-4

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       A                      CCC+ (sf)/Watch Neg CCC+ (sf)
       B                      CCC (sf)/Watch Neg  CCC (sf)

                       Seawall 2007-1 Ltd

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       A                      CCC (sf)/Watch Neg  CCC (sf)

                            SPGS SPC
                        MSC 2006-SRR1-A2

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
        A2                    B (sf)/Watch Neg    B (sf)
        A2-S                  B (sf)/Watch Neg    B (sf)

                            SPGS SPC
                          MSC2007-SRR3

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       A                      CCC (sf)/Watch Neg  CCC (sf)

                      STRATA 2006-35 Limited
                             2006-35

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       Notes                  CCC (sf)/Watch Pos  CCC (sf)

                   Strata Trust, Series 2006-2
                              2006-2

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       Notes                  CCC+ (sf)/Watch Neg CCC+ (sf)

                  STRATA Trust, Series 2006-13
                             2006-13

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       Notes                  BB (sf)/Watch Pos   BB (sf)

                           Tribune Ltd.
                                25

                                      Rating
                                      ------
       Class                  To                  From
       -----                  --                  ----
       Palm2005SS             B+ (sf)/Watch Pos   B+ (sf)

                           *********

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 ***