TCR_Public/101226.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, December 26, 2010, Vol. 14, No. 356

                            Headlines

ACAS BUSINESS: S&P Upgrades Rating on Class A Notes
AIRPLANES REPACKAGED: Moody's Reviews Series 2004-1 Notes Rating
AIRPLANES REPACKAGED: Moody's Reviews Series 2004-2 Note Rating
ASIAN ART: Moody's Downgrades Rating on Variable Bonds to 'Ba1'
ASTORIA POWER: Fitch Affirms Ratings on Three Certificates

ATRIUM CDO: Moody's Upgrades Ratings on Various Classes of Notes
AVIATION CAPITAL: Moody's Downgrades Ratings on Three Classes
BABSON CLO: Moody's Ups Ratings on Class D-1 & D-2 Notes to B3
BABSON CLO: S&P Raises Rating on Class E Notes to BB+ (sf)
BABSON CLO: S&P Raises Ratings on Various Classes of Notes

BANK OF AMERICA: S&P Downgrades Rating on Class P Certs. to 'D'
BEAR STEARNS: Moody's Downgrades Ratings on 14 2006-PWR12 Certs.
BEAR STEARNS: Moody's Downgrades Ratings on 13 2006-TOP22 Certs.
BEAR STEARNS: Moody's Downgrades Ratings on 14 2007-PWR16 Certs.
BEAR STEARNS: Moody's Downgrades Ratings on 13 Tranches

BSDB 2005-AFR1: Moody's Cuts Ratings on Seven 2005-AFR1 Certs.
CAPITAL ONE: Moody's Confirms Ratings 47 Classes of Securities
CD 2005-CD1: Moody's Downgrades Ratings on 12 2005-CD1 Certs.
CHASE COMMERCIAL: Moody's Takes Rating Actions on 1998-1 Certs.
CHRYSLER FINANCIAL: Moody's Reviews Ratings on 10 Tranches

CITIGROUP COMMERCIAL: Moody's Raises Ratings on 2005-EMG Certs.
CITIGROUP COMMERCIAL: Fitch Cuts Ratings on 12 2006-C5 Certs.
CITIGROUP COMMERCIAL: Moody's Cuts Ratings on 15 2006-C4 Certs.
CITIGROUP COMMERCIAL: S&P Downgrades Ratings on 10 2008-C7 CMBS
CITY OF GLOVERSVILLE: Moody's Affirms 'Ba1' Rating on Debt

CITY OF SANTA CLARA: Moody's Cuts Ratings on Bonds to 'Ba1'
COMM COMMERCIAL: Moody's Downgrades Ratings on 17 2006-C8 Certs.
CREDIT SUISSE: Moody's Downgrades Ratings on 2004-C1 Certs.
CREDIT SUISSE: Moody's Downgrades Ratings on 14 2004-C5 Certs.
CSFB ADJUSTABLE: Moody's Downgrades Ratings on Four Tranches

CSFB HOME: Moody's Downgrades Ratings on 11 Tranches
DRYDEN XVI-LEVERAGED: Moody's Raises Ratings on Various Notes
FIRST DATA: S&P Assigns 'B-' Rating to Various Classes of Notes
FIRST UNION: Moody's Upgrades Ratings on 2001-C1 Certificates
FIRST UNION: Moody's Takes Rating Actions on 2002-C1 Certs.

FRASER SULLIVAN: Moody's Upgrades Ratings on Various Classes
G-STAR 2002-2: Fitch Affirms Ratings on Seven Classes of Notes
GE CAPITAL: Moody's Takes Rating Actions on Series 2000-1 Certs.
GMAC COMMERCIAL: S&P Downgrades Ratings on Five 2001-C1 Notes
GOLDMAN SACHS: Moody's Takes Rating Actions on 1999-C1 Certs.

GOLDMAN SACHS: Moody's Upgrades Ratings on Various Classes
GREENPOINT MANUFACTURED: Moody's Cuts Ratings on 1999-2 Tranche
HALCYON LOAN: Moody's Upgrades Ratings on Various Classes
HARBORPLACE MORTGAGE: Moody's Cuts Ratings on 2000-C5C Certs.
HEWETT'S ISLAND: S&P Raises Rating on Class D Notes to BB+ (sf)

HEWETT'S ISLAND: S&P Raises Rating on Class E Notes to CCC+ (sf)
ISLES CBO: Fitch Downgrades Ratings on Two Senior Notes
JP MORGAN: Moody's Downgrades Ratings on Two 1999-C8 Certs.
JP MORGAN: Moody's Downgrades Ratings on Six 2002-CIBC5 Certs.
JP MORGAN: Moody's Downgrades Ratings on 15 2006-CIBC15 Certs.

JP MORGAN: Moody's Downgrades Ratings on 13 2007-FL1 Certs.
JP MORGAN: Moody's Downgrades Ratings on 12 2005-A2 Tranches
JP MORGAN: Moody's Downgrades Ratings on Six 2005-CIBC13 Certs.
JPMORGAN CHASE: S&P Downgrades Ratings on Various 2001-C1 Certs.
JPMORGAN CHASE: S&P Downgrades Ratings on Seven 2001-CIBC2 Notes

JPMORGAN CHASE: S&P Downgrades Rating on 2003-LN1 Certs. to 'D'
JPMORGAN CHASE: S&P Cuts Ratings on Seven 2004-LN2 Securities
JPMORGAN COMMERCIAL: S&P Raises Ratings on Two 99-PLS1 Notes
LB-UBS COMMERCIAL: Fitch Downgrades Ratings on 14 2007-C2 Certs.
LB-UBS COMMERCIAL: Moody's Downgrades Ratings on 2000-C5 Certs.

LB-UBS COMMERCIAL: Moody's Downgrades Ratings on 2004-C2 Certs.
LB-UBS COMMERCIAL: Moody's Reviews Ratings on Seven 2004-C8 Certs.
LB-UBS COMMERCIAL: Moody's Downgrades Ratings on 11 2005-C2 Certs.
LEHMAN BROTHERS: Moody's Cuts Ratings on Six 2006-LLF C5 Notes
LEHMAN BROTHERS: Moody's Cuts Ratings on 31 2007-LLF C5 Certs.

LODESTONE RE: S&P Assigns 'BB+' Rating to Series 2010-2 Notes
MARSHALL & ILSLEY: Moody's Reviews 'Ba1' Multiple Shelf Ratings
MASTR ADJUSTABLE: Moody's Takes Rating Actions on Various Tranches
MERRILL LYNCH: Moody's Upgrades Ratings on Three Classes
MERRILL LYNCH: S&P Downgrades Rating on Class L Certs. to 'D'

MICHIGAN FINANCE: Moody's Affirms Ba1 Rating With Negative Outlook
MISSISSIPPI HOME: S&P Raises Ratings on Housing Bonds From 'BB'
ML-CFC 2006-2: Moody's Downgrades Ratings on 15 Certificates
MORGAN STANLEY: Moody's Downgrades Ratings on 15 2006-HQ10 Certs.
MORGAN STANLEY: Moody's Downgrades Ratings on Various Classes

MORNINGSIDE PARK: S&P Assigns Ratings to $346 Mil. Floating Notes
MWAM CBO: Moody's Upgrades Ratings on Two Classes of Notes
NAUTIQUE FUNDING: Moody's Upgrades Ratings on Notes to 'Caa3'
PROJECT FUNDING: Moody's Withdraws Ratings on Two Classes
PUNTO VERDE: S&P Raises Ratings on Class A Notes to 'B-'

RALI SERIES: Moody's Cuts Ratings on Eight 2006-QS15 Tranches
RBSGC MORTGAGE: Moody's Downgrades Ratings on 29 Tranches
RESIX FINANCE: Moody's Reviews Ratings on Four Tranches
RRI ENERGY: Moody's Affirms 'Ba1' Senior Secured Rating on Certs.
SEAWALL SPC: Moody's Junks Ratings on Class A Notes from 'B3'

SENIOR ABS: S&P Corrects Rating on Class A-2 Notes to 'BB+'
SLATE CDO: Fitch Downgrades Ratings on Various Classes of Notes
SLM STUDENT: Fitch Affirms 'BB' Rating on 2008-1 Subordinate Bond
SLM STUDENT: Fitch Affirms 'BB' Rating on Subordinate Bond
SLM STUDENT: Fitch Affirms 'BB' Rating on Subordinate Bond

TEXAS MIDWEST: S&P Junks Rating on Revenue Bonds From 'BB'
TRITON AVIATION: Moody's Reviews Ratings on Various Classes
UCAT 2005-1: Moody's Reviews Ratings on Two Classes of Notes
UNITED COS: S&P Downgrades Ratings on Class A to 'BB+'
US AIRWAYSP: S&P Assigns 'B+' Rating to Class B Certificates

VANDERBILT MORTGAGE: Moody's Downgrades Ratings on 20 Tranches
WACHOVIA CRE: Moody's Affirms Ratings on 17 Claesses of Notes
WACHOVIA BANK: Moody's Downgrades Ratings on 10 2005-C22 Certs.
WACHOVIA BANK: Moody's Downgrades Ratings on 18 2006-C25 Certs.
WACHOVIA BANK: S&P Downgrades Rating on Class K Certs. to 'CCC+'

WASHINGTON MUTUAL: Moody's Upgrades Ratings on Four 2003-C1 Certs.

* Moody's Upgrades Rating on DunsmuirRefunding Certs. to 'Ba1'
* S&P Downgrades Ratings on 16 Certs. From Four CMBS Transactions
* S&P Downgrades Ratings on 38 Certs. From Seven CMBS Deals
* S&P Downgrades Ratings on 463 Certs. From 274 RMBS to 'D'
* S&P Downgrades Ratings on 26 Tranches From 19 CDO Transactions

                            *********

ACAS BUSINESS: S&P Upgrades Rating on Class A Notes
---------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A notes from ACAS Business Loan Trust 2007-2, a middle-market
collateralized loan obligation transaction managed by American
Capital Ltd., and removed it from CreditWatch, where S&P placed it
with positive implications on Nov. 8, 2010.  Concurrently, S&P
affirmed its ratings on the class B, C, and D notes.

The upgrade reflects an improvement in overcollateralization
available to support the class A notes since S&P lowered its
rating on the notes on March 26, 2010.  S&P primarily attribute
the positive increase in O/C to the continued pay down of the
class A notes.  At the time of the March 2010 rating action, which
referenced the February 2010 distribution date report, the class A
notes had an outstanding notional of $196.9 million or 65.5% of
their original balance.  Since that time, the class A notes were
paid down by $53.3 million, with reference to the November 2010
distribution date report.  Subsequently, the class A notes have a
current outstanding notional of $143.6 million, or 47.89% of their
original balance.

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 deem necessary.

                  Rating And Creditwatch Actions

                 ACAS Business Loan Trust 2007-2

                             Rating
                             ------
             Class      To          From
             -----      --          ----
             A          AA- (sf)    A+ (sf)/Watch Pos

                        Ratings Affirmed

                 ACAS Business Loan Trust 2007-2

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

   Transaction Information
   -----------------------
Issuer:             ACAS Business Loan Trust 2007-2
Co-issuer           ACAS Master Business Loan LLC
Collateral manager  American Capital Ltd.
Servicer            American Capital Ltd.
Underwriter         Citigroup Global Markets Inc.
Trustee             Wells Fargo Bank N.A.
Transaction type    Cash flow CLO


AIRPLANES REPACKAGED: Moody's Reviews Series 2004-1 Notes Rating
----------------------------------------------------------------
Moody's has placed on review for possible downgrade the Class B
Notes issued by Airplanes Repackaged Transferred Securities Ltd.,
Series 2004-1.

The complete rating action is:

Issuer: Airplanes Repackaged Transferred Securities Ltd., Series
2004-1

  -- Class B Notes maturing in 2031, B2 (sf) Placed on Review for
     Possible Downgrade; previously on July 1, 2008 downgraded to
     B2 (sf).

                         Rating Rationale

ARTS Series 2004-1 issued Class A and Class B notes (the Class A
and Class B ARTS Notes respectively), backed by $156 million face
amount of Lease Investment Flight Trust Class A-1 and A-2 Notes,
and $156 million face amount of zero coupon Treasury Securities.
Interest generated by the LIFT Notes are applied to pay the
amounts due to the ARTS Class A Insurer, interest on ARTS Class A
Note and expenses, and any remaining amounts as principal on the
ARTS Class B Note.  Principal payments generated by the LIFT Notes
are applied to prepay the ARTS Class A principal.  At maturity of
the ARTS Notes, should any of the principal on the LIFT Notes
remain outstanding, the proceeds from the zero coupon Treasury
Securities will be used to retire the remaining Class A Notes, and
any surplus will be applied to the ARTS Class B Notes.

The review action follows from the placement of the LIFT Class A-1
and A-2 Notes under review for possible downgrade as a result of
materially lower paydown expectations.  The ratings on the Class B
ARTS Notes are based on (i) interest and principal payments from
the Class A-1 and A-2 LIFT Notes (ii) recovery rate on the
principal portion of LIFT Notes, and (iii) the structure of the
transaction.  Due to Moody's expectations of impending losses on
the LIFT Notes, Moody's view it as highly likely that a portion of
the zero coupon securities will be needed to cover those losses to
make whole the Class A ARTS notes, thereby reducing the likely
amount of credit enhancement available for the Class B ARTS notes.

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


AIRPLANES REPACKAGED: Moody's Reviews Series 2004-2 Note Rating
---------------------------------------------------------------
Moody's has placed on review for possible downgrade the Class B
Notes issued by Airplanes Repackaged Transferred Securities Ltd.,
Series 2004-2.

The complete rating action is:

Issuer: Airplanes Repackaged Transferred Securities Ltd., Series
2004-2

  -- Class B Notes maturing in 2031, B2 (sf) Placed on Review for
     Possible Downgrade; previously on July 1, 2008 downgraded to
     B2 (sf).

                         Rating Rationale

ARTS Series 2004-2 issued Class A and Class B notes (the Class A
and Class B ARTS Notes respectively), backed by $30 million face
amount of Lease Investment Flight Trust Class A-1 and A-2 Notes,
and $30 million face amount of zero coupon Treasury Securities.
Interest generated by the LIFT Notes are applied to pay the
amounts due to the ARTS Class A Insurer, interest on ARTS Class A
Note and expenses, and any remaining amounts as principal on the
ARTS Class B Note.  Principal payments generated by the LIFT Notes
are applied to prepay the ARTS Class A principal.  At maturity of
the ARTS Notes, should any of the principal on the LIFT Notes
remain outstanding, the proceeds from the zero coupon Treasury
Securities will be used to retire the remaining Class A Notes, and
any surplus will be applied to the ARTS Class B Notes.

The review action follows from the placement of the LIFT Class A-1
and A-2 Notes under review for possible downgrade as a result of
materially lower paydown expectations.  The ratings on the Class B
ARTS Notes are based on (i) interest and principal payments from
the Class A-1 and A-2 LIFT Notes (ii) recovery rate on the
principal portion of LIFT Notes, and (iii) the structure of the
transaction.  Due to Moody's expectations of impending losses on
the LIFT Notes, Moody's view it as highly likely that a portion of
the zero coupon securities will be needed to cover those losses to
make whole the Class A ARTS notes, thereby reducing the likely
amount of credit enhancement available for the Class B ARTS notes.

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


ASIAN ART: Moody's Downgrades Rating on Variable Bonds to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has downgraded the underlying rating of
the Asian Art Museum Foundation to Ba1 from Baa1.  The rating
action impacts $119.4 million of outstanding Series 2005 Variable
Rate Revenue Bonds issued through the California Infrastructure
and Economic Development Bank.  The downgrade reflects Moody's
concerns about the Foundation's ability to make accelerated
payments under a likely five year term-out period on the Series
2005 Variable Rate Revenue Bonds related to the termination of the
letter of credit supporting the tender feature on the bonds, as
described in the Recent Developments section.  The rating remains
on Watchlist for possible downgrade and Moody's expects to review
the rating again within 90 days.  Over the next 90 days, Moody's
plan to focus on the outcome of negotiations related to the
ultimate repayment schedule on the Series 2005 bonds.

                        Ratings Rationale

The Ba1 rating reflects the Foundation's inadequate financial
resources and liquidity to comfortably pay a likely five year
accelerated payment of the Series 2005 Variable Rate Revenue Bonds
due to the termination of the letter of credit supporting the
tender feature on the bonds.  The Ba1 rating incorporates the
relationship of AAMF to the City of San Francisco (General
Obligation rating of Aa2, stable) as demonstrated by annual
operating support and the involvement of the City in negotiations
related to the letter of credit.

Legal Security: The Series 2005 bonds are secured by a lien on the
Museum Foundation's gross revenues.  The bonds were originally
insured by MBIA and are now reinsured by National Public Finance
Guarantee Group (formerly MBIA Illinois).  There is a cash-funded
debt service reserve fund valued at $7.7 million, which is
equivalent to one year of debt service.  There is no mortgage or
deed of trust on the land or building occupied by the Museum.

                       Recent Developments

The rating action reflects the pending termination of the Letter
of Credit from JPMorgan Chase Bank, N.A. (rated Aa1/VMIG1)
supporting the Foundation's Series 2005 Variable Rate Revenue
Bonds on December 21, 2010.  As a result of the non-renewal of the
LOC, there will be a mandatory tender of the Series 2005 bonds on
December 20, 2010, for full repayment to the current bondholders.
AAMF will then be required to repay the resulting bank bonds in
quarterly payments over a five-year period, with total annual
payments of $29.85 million plus interest.  Based on this repayment
schedule, the first payment of $6 million is due on March 21,
2011.  As of October 21, 2010, management reports that the
Foundation has $36 million of unrestricted cash and investments
that could be liquidated within a month and an additional
$19 million that could be liquidated within a year.  The
Foundation historically has received modest philanthropic support
($7.8 million in 2009) and generated near break-even operating
margin (negative 3.2% in 2009) providing limited additional
resources to address the accelerated payment schedule.  The
Foundation has not disclosed its draft fiscal 2010 financial
statement to Moody's.

Currently, the Foundation is in discussions with JPMorgan Chase
Bank and MBIA, the insurer of the Series 2005 bonds, regarding the
repayment of the bank bonds.  The City and County of San Francisco
are participating in the discussions.  It is possible that a
repayment period of greater than five years will result from these
discussions.  Moody's will monitor the process to assess the
impact of the ultimate outcome and the final schedule of the bond
repayment.

Key Data And Ratios (Fiscal year 2009 financial results):

  -- Total Direct Debt: $120.4 million

  -- Total Cash and Investments: $86.2 million

  -- Monthly Liquidity: $36.7 million

  -- Monthly Days Cash on Hand (unrestricted funds available
     within 1 month divided by operating expenses excluding
     depreciation, divided by 365 days): 488 days

  -- Monthly Liquidity to Demand Debt: 30.5%

  -- Total Operating Revenues: $27.7 million

  -- Three-Year Average Annual Gift Revenue: $9.6 million

  -- Three-Year Average Operating Margin: 2.8%

  -- Percent of Revenues from Investment Income: 21.5%

  -- Percent of Revenues from Government Appropriations: 23.5%

  -- Percent of Revenues from Gifts: 34.4%

  -- City of San Francisco (General Obligation): Aa2, stable

Rated Debt:

  -- Variable Rate Revenue Bonds, Series 2005: rated Ba1
     underlying on Watchlist for possible downgrade; Aa1/VMIG1
     based on LOC from JPMorgan Chase Bank, N.A. (rated Aa1/P-1).


ASTORIA POWER: Fitch Affirms Ratings on Three Certificates
----------------------------------------------------------
Fitch Ratings has affirmed the ratings for Astoria Power Project
Pass-Through Trust's series A, B and C certificates:

  -- $515 million series A certificates due in 2016 at 'BBB-';
  -- $210 million series B certificates due in 2021 at 'BB';
  -- $69.5 million series C certificates due in 2021 at 'BB-'.

The Rating Outlook is Stable for all ratings.  Fitch evaluated the
Astoria Power Project's credit quality on a stand-alone basis,
apart from the credit quality of its owner, Astoria Energy LLC.

Fitch assigned a Stable Outlook to the trust certificates in
January 2010 as a result of Astoria's improved operations which
followed the forced outage in 2008 and low financial performance
in 2009.  Fitch did not consider the outage as a credit constraint
or as a threat to meeting the company's long-term financial
obligations.  However, Fitch has closely monitored Astoria's
persistent reliance on insurance proceeds and reserve accounts.

The current rating reflects substantial improvements in operations
throughout 2009 and 2010.  Energy and Capacity sales are supported
by a Power Purchase Agreement with Consolidated Edison Co.  New
York (Con Ed; rated 'BBB+' with a Stable Outlook) isolating the
exposure to market volatility.  Reserve accounts were replenished
with additional capital contribution from Astoria Project Partners
LLC in July 2009.  The Debt Service Coverage Ratio for the series
A certificates increased in 2010 to 1.41 times from 1.39x in 2009.
The DSCR for the series B and C certificates decreased slightly
due to a combination of lower Cash Flow Available for Debt Service
from the previous year, when an injection of an additional $58
million took place, and higher scheduled debt service for both
series.

Fitch deems the level of refinancing risk associated with a
potential balloon as a non-constraining factor on the current
ratings.  To date, series A certificate target amortization
payments (prepayments) reached $22.5 million, approximately 50% of
the projected target amortization profile as of 2010.  Fitch
considers the continuation of target amortization payments as a
positive factor, since these reduce the possibility of a balloon
payment in 2016, and slightly decrease scheduled interest payments
for the series A certificates.

Fitch expects market prices of gas and electricity to continue
recovering at a slow pace in 2011.  DSCRs are also forecasted to
grow in 2011 and 2012 under a combined stress scenario.  Target
amortization payments are projected to resume in 2012, allowing
DSCR on all series to slightly increase from current projections.
Some Letters of Credit for debt service reserve, working capital
and performance guarantees will expire in 2011 and are expected to
be renewed for as long as the series A certificates are
outstanding.  The PPA will expire in 2016, leaving the series B
and C certificates repayment exposed to merchant risk.  Extension
of the PPA is expected to be negotiated in May 2011.  Fitch will
closely monitor the renewal of expiring LOC as well as the PPA
with ConEdison.

The series A certificates follow a fixed-amortization schedule,
with a requirement to prepay a bullet maturity with available cash
up to a target amortization profile.  Failure to service the
fixed-amortization (though not the prepayment) represents a
payment event of default.  The series B and C certificates are
subordinate in the cash waterfall.  Interest and principal
payments on the B and C certificates are deferrable.  Failure to
pay these certificates does not constitute an event of default and
there are no rights to acceleration or other remedies excluding
penalty interest.

Astoria is a 500MW gas-fired power plant in the Astoria section of
Queens, New York.  The facility provides electric generating
capacity for the New York City market (Zone J), which is one of
the most capacity constrained markets in the country.  The PPA
with Con Ed provides a market-based rate structure with floor
prices for both capacity (which also has a ceiling) and energy.


ATRIUM CDO: Moody's Upgrades Ratings on Various Classes of Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by Atrium CDO:

  -- US$243,000,000 Class A Floating Rate Notes Due 2015
     (current balance of 205,578,596), Upgraded to Aa1 (sf);
     previously on August 13, 2009 Downgraded to Aa3 (sf);

  -- US$10,000,000 Class B-1 Fixed Rate Notes Due 2015, Upgraded
     to Baa1 (sf); previously on August 13, 2009 Confirmed at Ba1
     (sf);

  -- US$15,000,000 Class B-2 Floating Rate Notes Due 2015,
     Upgraded to Baa1 (sf); previously on August 13, 2009
     Confirmed at Ba1 (sf);

  -- US$3,000,000 Class C-1 Fixed Rate Notes Due 2015, Upgraded
     to Ba2 (sf); previously on August 13, 2009 Downgrade to B2
     (sf);

  -- US$11,500,000 Class C-2 Floating Rate Notes Due 2015,
     Upgraded to Ba2 (sf); previously on August 13, 2009
     Downgraded to B2 (sf);

  -- US$5,000,000 Class D-1 Fixed Rate Notes Due 2015, Upgraded
     to Caa2 (sf); previously on November 23, 2010 Ca (sf) Placed
     Under Review for Possible Upgrade;

  -- US$2,500,000 Class D-2 Floating Rate Notes Due 2015,
     Upgraded to Caa2 (sf); previously on November 23, 2010 Ca
      (sf) Placed Under Review for Possible Upgrade.

                        Ratings Rationale

According to Moody's, the rating action taken on the notes results
primarily from improvement in the credit quality of the underlying
portfolio since the last rating action in August 2009.
Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor) and a decrease in the proportion
of securities from issuers rated Caa1 and below.  Based on the
November 2010 trustee report, the weighted average rating factor
is 2550 compared to 2715 in July 2009, and securities rated Caa1
and below make up approximately 10% of the underlying portfolio
versus 14% in July 2009.  Moody's adjusted WARF has also declined
since the last rating action due to a decrease in the percentage
of securities with ratings on "Review for Possible Downgrade" or
with a "Negative Outlook.  The deal also experienced a decrease in
defaults.  In particular, the dollar amount of defaulted
securities has decreased to $9.9 million from approximately
$31.1 million in July 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 10% or $25 million since the last
rating action in August 2009.  As of the latest trustee report
dated November 2010, the Class A, Class B, Class C, and Class D
overcollateralization ratios are reported at 129.03%, 115.04%,
108.24%, and 105.02%, respectively, versus July 2009 levels of
127.34, 114.89%, 108.73%, and 105.79%, respectively.  Moody's
expects delevering to continue as a result of the end of the
deal's reinvestment period in July 2007.

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 $274 million, defaulted par of $10.1 million, weighted
average default probability of 20.84% (implying a WARF of 3420), a
weighted average recovery rate upon default of 42.1%, and a
diversity score of 64.  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.

Atrium CDO, issued on June 27, 2002, is a collateralized loan
obligation backed primarily by a portfolio of senior secured
loans.

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

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

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

In addition to the base case analysis described above, Moody's
also performed 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% (2736)

  -- Class A: +1
  -- Class B1: +2
  -- Class B2: +2
  -- Class C1: +2
  -- Class C2: +2
  -- Class D1: +3
  -- Class D2: +3

Moody's Adjusted WARF + 20% (4104)

  -- Class A: -2
  -- Class B1: -2
  -- Class B2: -2
  -- Class C1: -2
  -- Class C2: -2
  -- Class D1: -3
  -- Class D2: -3

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% (44.1%)

  -- Class A: 0
  -- Class B1: +1
  -- Class B2: 0
  -- Class C1: 0
  -- Class C2: 0
  -- Class D1: +1
  -- Class D2: +1

Moody's Adjusted WARR - 2% (40.1%)

  -- Class A: -1
  -- Class B1: 0
  -- Class B2: -1
  -- Class C1: -1
  -- Class C2: -1
  -- Class D1: -1
  -- Class D2: -1


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

Sources of additional performance uncertainties are described
below:

1) 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.  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 with unscheduled principal proceeds and sales proceeds
   from credit risk obligations.  In its analysis, Moody's
   considered the manager's ability to deteriorate the collateral
   quality metrics' existing cushions against the covenant levels.

4) 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.


AVIATION CAPITAL: Moody's Downgrades Ratings on Three Classes
-------------------------------------------------------------
Moody's Investors Service has downgraded the Class G-1, Class G-2,
and Class B-1 Notes issued by Aviation Capital Group Trust II.
The complete rating action is:

Issuer: Aviation Capital Group Trust II

  -- Class G-1 Notes maturing in Sept. 20, 2033, Downgraded to
     Baa1 (sf); previously on Nov. 16, 2008 Upgraded to Aa2 (sf)
     and Placed Under Review for Possible Downgrade;

  -- Class G-2 Notes maturing in Sept. 20, 2033, Downgraded to
     Baa1 (sf); previously on Nov. 16, 2008 Upgraded to Aa2 (sf)
     and Placed Under Review for Possible Downgrade;

  -- Class B-1 Notes maturing in Sept. 20, 2033, Downgraded to
     Ba1 (sf); previously on Nov. 13, 2008 A3 (sf) Placed Under
     Review for Possible Downgrade;

                        Ratings Rationale

As of October 2010, the portfolio had 35 aircraft, down from 37 at
closing in 2003.  The average adjusted appraised base value at
October 2010 was approximately $631 million, roughly 17% lower
than the appraised value projected for October 2010 at closing.
The downgrade of the notes stems from significant declines in
lease revenue and aircraft values resulting in much longer
prospective pay-down periods for the notes.  Due to lower lease
rates, in the past two years the Class G Notes have fallen further
behind the expected repayment schedule while the Class B-1 Notes
have been paid only according to minimum repayment schedule.
Furthermore, the portfolio include a large number of old-vintage
and/or old generation (i.e. "classic") aircraft; which have
experienced accelerated declines in demand and lease rates as a
result of the global recession.  Moody's think that the prospects
for lease revenue recovery for such classic aircraft is limited.

As part of the review Moody's used a Monte Carlo analysis to
simulate different scenarios of leasing and re-leasing for the
aircraft pool, and from these scenarios monthly cash-flows were
obtained.  These cashflows were then used to pay down the notes.
The IRR of the simulated Notes cash flows was calculated for each
iteration, and the average IRR was compared to the promised IRR
(coupon) to measure the reduction in IRR.  After completing a
large number of iterations, an average reduction in IRR was
calculated and from these results model-indicated ratings were
determined using the appropriate Moody's idealized reference
tables.

The simulation relies on identifying key variables including
lease rates, interest rate, portfolio base value, lessee
defaults, economy and remarketing time and costs.  Once the
variables are specified, Moody's assign a continuous triangular
distribution to each variable in order to define the boundaries
of possible outcomes.  Specific modeling assumptions include
these: (A) Lease rate factors: initial lease rate factors reflect
the actual leases in place.  After a lease expired or if the
lessee is assumed to default during the initial lease, the new
lease contracts are assumed to have lease rate factors that range
between approximately 1.0% and 1.65% depend on the age of the
aircraft; the latter based on historical pool performance and
market data.  (B) Interest rates: at closing, as described in
Moody's pre-sale report, Moody's expected that a swap with a fixed
pay rate of 3.42% would be in place for the life of the deal.  The
transaction is currently only partly hedged, with swaps having a
range of pay rates higher and lower than 3.42%.  At this time
Moody's tested the performance of the transaction under different
interest rate scenarios ranging from 3.5% to 6%.  (C) Aircraft
portfolio value: Moody's used the most recent base appraised
aircraft value, and haircut those values by 10%.  (D) Airline
(lessee) rating assumptions: average lessee ratings were assumed
to be B3.  (E) Macro-economic conditions: assumed down cycle
probability was 50%; down-cycles last for three years, during
which lease rate factors (whether existing or stressed) are
haircut by 10%.  And, (F) Remarketing of aircraft coming off-
lease: remarketing time varied from two to seven months, with
average remarketing costs of approximately $0.45 million.

In determining the ratings Moody's also considered these factors:
(i) the quality and marketability of the collateral underlying the
transaction which is comprised of 35 aircraft with an approximate
weighted average age of 13 years, of which approximately 90% by
recent appraised base value are passenger configured narrowbody
aircraft; (ii) the capabilities of Aviation Capital Group in its
capacity as remarketing servicer and its continued ability to
lease and re-lease the aircraft; (iii) the absence of firm
interest rate hedging requirement and current swaps in place;
(iv) the availability of a cash liquidity reserve in the amount of
$60 million, of which a large amount can be used to make minimum
principal payment on the notes, if needed; (v) the Loan-to-Value
ratios of the Class G and the Class B-1 of approximately 71% and
93%, respectively (Class B-1 LTV ratio drops to 87% if the
liquidity reserve account is included in the assumed value); and
(vi) the payment structure that generally applies all collections
not needed for interest or expenses to retire principal.

Finally, Moody's notes that this transaction is wrapped by MBIA
(B3) and the current rating reflects Moody's policy of rating to
the higher of the financial guarantor rating and the underlying
rating.


BABSON CLO: Moody's Ups Ratings on Class D-1 & D-2 Notes to B3
--------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by Babson CLO Ltd. 2007-I:

  -- US$42,500,000 Class A-3 Senior Floating Rate Notes Due
     2021, Upgraded to A1 (sf); previously on November 23, 2010 A2
     (sf) Placed Under Review for Possible Upgrade;

  -- US$36,500,000 Class B-1 Deferrable Mezzanine Floating Rate
     Notes Due 2021, Upgraded to Baa2 (sf); previously on
     November 23, 2010 Ba1 (sf) Placed Under Review for Possible
     Upgrade;

  -- US$6,000,000 Class B-2 Deferrable Mezzanine Fixed Rate
     Notes Due 2021, Upgraded to Baa2 (sf); previously on
     November 23, 2010 Ba1 (sf) Placed Under Review for Possible
     Upgrade;

  -- US$25,000,000 Class C Deferrable Mezzanine Floating Rate
     Notes Due 2021, Upgraded to Ba2 (sf); previously on
     November 23, 2010 B1 (sf) Placed Under Review for Possible
     Upgrade;

  -- US$21,000,000 Class D-1 Deferrable Mezzanine Floating Rate
     Notes Due 2021, Upgraded to B3 (sf); previously on
     November 23, 2010 Caa3 (sf) Placed Under Review for Possible
     Upgrade;

  -- US$4,000,000 Class D-2 Deferrable Mezzanine Fixed Rate
     Notes Due 2021, Upgraded to B3 (sf); previously on
     November 23, 2010 Caa3 (sf) Placed Under Review for Possible
     Upgrade;

  -- US$10,000,000 Class Q Combination Notes Due 2021 (current
     Rated Amount of $8,128,135), Upgraded to Baa2 (sf);
     previously on June 9, 2009 Downgraded to Ba3 (sf).

                        Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from improvement in the credit quality of the underlying
portfolio and an increase in the overcollateralization ratios of
the notes since the rating action in June 2009.  In Moody's view,
these positive developments coincide with reinvestment of sale
proceeds and prepayments (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 November 8, 2010, the
weighted average rating factor is currently 2774 compared to 3054
in the May 2009 report, and securities rated Caa1 or lower make
up approximately 10.7% of the underlying portfolio versus 15.9%
in May 2009.  Additionally, defaulted securities total about
$14 million of the underlying portfolio compared to $50 million
in May 2009.

The overcollateralization ratios of the rated notes have also
improved since the rating action in June 2009.  The Class A, Class
B, Class C, and Class D overcollateralization ratios are reported
at 122.45%, 114.16%, 109.78% and 105.73%, respectively, versus May
2009 levels of 112.52%, 105.16%, 101.24% and 97.58%, respectively,
and all related overcollateralization tests are currently in
compliance.  Moody's also notes that the Class C and D Notes are
no longer deferring interest and that all previously deferred
interest has been paid in full.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers.  In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds of $730 million, defaulted par of $18 million, weighted
average default probability of 29.45% (implying a WARF of 3699), a
weighted average recovery rate upon default of 42.43%, and a
diversity score of 75.  These default and recovery properties of
the collateral pool are incorporated in cash flow model analysis
where they are subject to stresses as a function of the target
rating of each CLO liability being reviewed.  The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool.  The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool.  In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Babson CLO LTD. 2007-I, issued in March 2007, is a collateralized
bond obligation backed primarily by senior secured loans.

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

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

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

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

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

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% (2959)

  -- Class A-1: +1
  -- Class A-2a: +1
  -- Class A-2b: +1
  -- Class A-3: +1
  -- Class B-1: +1
  -- Class B-2: +1
  -- Class C: +1
  -- Class D-1: +1
  -- Class D-2: +1
  -- Class Q: +2

Moody's Adjusted WARF + 20% (4439)

  -- Class A-1: -2
  -- Class A-2a: -2
  -- Class A-2b: -2
  -- Class A-3: -2
  -- Class B-1: -2
  -- Class B-2: -2
  -- Class C: -2
  -- Class D-1: -2
  -- Class D-2: -2
  -- Class Q: -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% (44.43%)

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

Moody's Adjusted WARR - 2% (40.43%)

  -- Class A-1: -1
  -- Class A-2a: -1
  -- Class A-2b: -1
  -- Class A-3: -1
  -- Class B-1: -1
  -- Class B-2: -1
  -- Class C: -1
  -- Class D-1: -1
  -- Class D-2: -1
  -- Class Q: -1

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

Sources of additional performance uncertainties are described
below:

1) 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.  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.


BABSON CLO: S&P Raises Rating on Class E Notes to BB+ (sf)
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1B, A-2, B, C, D, and E notes from Babson CLO Ltd. 2006-II, a
collateralized loan obligation transaction managed by Babson
Capital Management LLC.  At the same time, S&P affirmed its rating
on the class A-1A notes and S&P removed the ratings on the class
A-1A, A-1B, A-2, B, C, and D notes from CreditWatch positive.

The upgrades reflect the improved performance S&P has observed in
the deal since January 2010, when S&P lowered the ratings on six
of the seven classes of notes following a review of the
transaction under S&P's updated criteria for rating corporate
collateralized debt obligations.  The affirmation on the class A-
1A notes reflects the availability of credit support at the
current rating level.

At the time of S&P's last rating action, based on the Nov. 10,
2009 trustee report, the transaction was holding approximately
$13.7 million in defaulted obligations and more than $65.3 million
in underlying obligors with a rating in the 'CCC' range.  Since
that time, a number of defaulted obligors held in the deal emerged
from bankruptcy, with some receiving proceeds that were higher
than their carrying value in the overcollateralization ratio test
calculations.  This, in combination with a reduction in the 'CCC'
range rated assets to $31.19 million (as reported in the Nov. 10,
2010, trustee report), benefited all O/C ratio tests.  The class
A/B O/C ratio increased to 120.55% as of Nov. 10, 2010, up from
118.55% as of Nov. 10, 2009.  The class E O/C test increased to
105.84% from 104.09% in the same period.

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.

              Ratings Raised And Creditwatch Actions

                     Babson CLO Ltd. 2006-II

                           Rating
                           ------
          Class       To           From
          -----       --           ----
          A-1B        AA+ (sf)     AA (sf)/ Watch Pos
          A-2         AA+ (sf)     AA (sf)/ Watch Pos
          B           AA (sf)      A+ (sf)/ Watch Pos
          C           A (sf)       BBB+ (sf)/ Watch Pos
          D           BBB (sf)     BBB-(sf)/ Watch Pos
          E           BB+ (sf)     BB (sf)

              Rating Affirmed And Creditwatch Action

                     Babson CLO Ltd. 2006-II

                           Rating
                           ------
          Class       To           From
          -----       --           ----
          A-1A        AA+ (sf)     AA+ (sf)/ Watch Pos


BABSON CLO: S&P Raises Ratings on Various Classes of Notes
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2, A-2B, A-3, B, C, D, and E notes issued by Babson CLO Ltd.
2006-I, a collateralized loan obligation transaction managed by
Babson Capital Management LLC.  At the same time, S&P removed its
ratings on the class A-2, A-2B, A-3, B, C, and D notes from
CreditWatch, where S&P placed them with positive implications on
Nov. 8, 2010.  Concurrently, S&P affirmed its 'AAA (sf)' rating on
the class A-1 notes.

The raised ratings reflect an improvement in credit quality
available to support the rated notes since S&P lowered the class
A-2, A-2B, A-3, B, C, and D ratings on Nov. 17, 2009, following
the initial application of S&P's revised corporate CDO criteria.
As of the Nov. 10, 2010, trustee report, the transaction had
$6 million in defaulted assets.  This was down from $23.4 million
noted in the Oct. 2, 2009, trustee report, which S&P referenced
for its November 2009 rating actions.  Furthermore, assets from
obligors rated in the 'CCC' category were reported at
$27.1 million in November 2010, compared with $66.5 million in
October 2009.

The transaction has also benefited from an increase in
overcollateralization (O/C) available to support the rated notes.
The trustee reported these O/C ratios in the Nov. 10, 2010,
monthly report:

* The class B O/C ratio was 120.09%, compared with a reported
  ratio of 117.43% in October 2009;

* The class D O/C ratio was 108.07%, compared with a reported
  ratio of 105.67% in October 2009; and

* The class E O/C ratio was 105.54%, compared with a reported
  ratio of 103.14% in October 2009.

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

                  Rating And Creditwatch Actions

                     Babson CLO Ltd. 2006-I

                            Rating
                            ------
          Class         To          From
          -----         --          ----
          A-2           AAA (sf)    AA+ (sf)/Watch Pos
          A-2B          AAA (sf)    AA+ (sf)/Watch Pos
          A-3           AAA (sf)    AA+ (sf)/Watch Pos
          B             AA (sf)     A+ (sf)/Watch Pos
          C             A (sf)      BBB+ (sf)/Watch Pos
          D             BBB+ (sf)   BB+ (sf)/Watch Pos
          E             BB+ (sf)    BB (sf)

                         Rating Affirmed

                      Babson CLO Ltd. 2006-I

                       Class       Rating
                       -----       ------
                       A-1         AAA (sf)

  Transaction Information
  -----------------------
Issuer:              Babson CLO Ltd 2006-I
Co-Issuer:           Babson CLO Inc. 2006-I
Collateral manager:  Babson Capital Management LLC
Underwriter:         Morgan Stanley & Co. Inc.
Trustee:         State Street Bank and Trust Co.,Boston, MA
Transaction type:    Cash flow CLO


BANK OF AMERICA: S&P Downgrades Rating on Class P Certs. to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D (sf)'
from 'CCC- (sf)' on the class P commercial mortgage pass-through
certificate from Bank of America N.A. - First Union National Bank
Commercial Mortgage Trust's series 2003-1, a U.S. commercial
mortgage-backed securities transaction.

The downgrade follows a principal loss to the class, which the
Dec. 13, 2010 remittance report detailed.  The class P certificate
experienced a loss totaling 8.3% of its $5.7 million beginning
balance, and the class Q certificates (not rated by Standard &
Poor's) had lost 100% of its $12.5 million balance at the
beginning of the remittance period.

According to the Dec. 13, 2010 remittance report, principal losses
totaling $12.9 million resulted from the liquidation of one loan
that was with the special servicer, C-III Asset Management LLC.
The One Peachtree Point loan had a total exposure of
$24.8 million and was secured by a 158,248-sq.-ft. office building
in Atlanta, Ga., built in 1999.  The loan was transferred to C-III
on Dec. 22, 2009, due to an imminent payment default.  Based on
the December 2010 remittance report data, the loss severity was
52.2%.

According to the December 2010 remittance report, the collateral
pool consisted of 113 loans with an aggregate trust balance of
$808.4 million, down from 140 loans totaling $1.14 billion at
issuance.  There are seven assets totaling $53.5 million (6.7%)
with the special servicer.  To date, the trust has experienced
losses on seven assets totaling $28.7 million.  Based on the
December 2010 remittance report data, the weighted average loss
severity for these seven assets was approximately 37.9% (based on
the asset balance at the time of disposition).


BEAR STEARNS: Moody's Downgrades Ratings on 14 2006-PWR12 Certs.
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 14 classes,
confirmed one class and affirmed seven classes of Bear Stearns
Commercial Mortgage Securities Trust Series 2006-PWR12 Commercial
Mortgage Pass-Through Certificates:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on June 26, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2, Affirmed at Aaa (sf); previously on June 26, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on June 26, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-AB, Affirmed at Aaa (sf); previously on June 26, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on June 26, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on June 26, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on June 26, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-M, Confirmed at Aaa (sf); previously on Oct. 13, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-J, Downgraded to A3 (sf); previously on Oct. 13, 2010
     Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Baa2 (sf); previously on Oct. 13, 2010
     A2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Baa3 (sf); previously on Oct. 13, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Ba3 (sf); previously on Oct. 13, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to B2 (sf); previously on Oct. 13, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Caa2 (sf); previously on Oct. 13, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Caa3 (sf); previously on Oct. 13, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to Ca (sf); previously on Oct. 13, 2010 B3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to C (sf); previously on Oct. 13, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to C (sf); previously on Oct. 13, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to C (sf); previously on Oct. 13, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. M, Downgraded to C (sf); previously on Oct. 13, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. N, Downgraded to C (sf); previously on Oct. 13, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. O, Downgraded to C (sf); previously on Oct. 13, 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 confirmation and affirmations
are due to key parameters, including Moody's loan to value ratio,
Moody's stressed debt service coverage ratio and the Herfindahl
Index, remaining within acceptable ranges.  Based on Moody's
current base expected loss, the credit enhancement levels for the
confirmed and affirmed classes are sufficient to maintain the
existing rating.

On October 13, 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
6.0% of the current balance.  At last review, Moody's cumulative
base expected loss was 3.3%.  Moody's stressed scenario loss is
19.2% of the current balance.

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

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a 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.

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 4% to
$1.993 billion from $2.079 billion at securitization.  The
Certificates are collateralized by 210 mortgage loans ranging in
size from less than 1% to 8% of the pool, with the top ten loans
representing 33% of the pool.  The pool does not contain any
defeased loans or loans with credit estimates.  At securitization,
the 1675 Broadway Loan ($155.0 million -- 7.8% of the pool) had an
investment grade credit estimate.  However, due to a decline in
performance and increased leverage, this loan is now analyzed as
part of the conduit.

Fifty eight loans, representing 29% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council monthly reporting package.  As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Four loans have been liquidated from the pool since
securitization, resulting in an aggregate $12.9 million loss (63%
loss severity on average).  The pool had not realized any losses
at last review.  Ten loans, representing 6% of the pool, are
currently in special servicing.  The largest specially serviced
loan is the Tower at Erie Loan ($43.2 million -- 2.2% of the
pool), which is secured by a 700,000 square foot office property
located in Cleveland, Ohio.  The loan was originally transferred
to special servicing in November 2008 as the result of a payment
default.  The loan was transferred back to the master servicer in
February 2010 after the servicer agreed to a forbearance.
Subsequently the loan was transferred back to special servicing in
May 2010 as a result of payment default.  The master servicer
recognized a $10.8 million appraisal reduction on November 4,
2010.

The remaining specially serviced loans are secured by a mix of
property types.  The master servicer has recognized an aggregate
$24.4 million appraisal reduction for seven of the specially
serviced loans.  Moody's has estimated an aggregate $54.1 million
loss (43% expected loss on average) for ten of the specially
serviced loans.

Moody's has assumed a high default probability for 16 poorly
performing loans representing 7% of the pool and has estimated an
aggregate $27.5 million loss (20% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2009 operating results for 96%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 106% compared to 101% at
securitization.  Moody's net cash flow reflects a weighted average
haircut of 11.8% 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 1.27X and 0.97X, respectively, compared to
1.27X and 1.05X at securitization.  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 32 compared to 55 at securitization.

The top three performing conduit loans represent 14% of the
pool balance.  The largest loan is the 1675 Broadway Loan
($155.0 million -- 7.8% of the pool), which is secured by a
761,092 square foot office building located in midtown Manhattan.
The property was 91% leased as of June 2010 compared to 100% at
last review.  Although the property's performance has been
stable since securitization, it has not realized the increased
performance anticipated by Moody's at securitization.  Moody's LTV
and stressed DSCR are 100% and 1.02X, respectively, compared to
71% and 1.35X at securitization.

The second largest loan is Woodland Mall Loan ($153.4 million --
7.7% of the pool), which is secured by the borrower's interest in
a 1.2 million square foot (397,897 square feet is collateral)
regional mall located in Grand Rapids, Michigan.  The property was
83% leased as of June 2010 compared to 94% at last review.
Moody's LTV and stressed DSCR are 113% and 0.81X, respectively,
compared to 108% and 0.90X at securitization.

The third largest loan is the Orange Plaza Loan ($87.4 million --
4.4% of the pool), which is secured by a 765,000 square foot
retail property located in Middletown, New York.  The property was
99% leased as of September 2010, the same as last review.  Moody's
LTV and stressed DSCR are 111% and 0.83X, respectively, compared
to 108% and 0.89X at securitization.


BEAR STEARNS: Moody's Downgrades Ratings on 13 2006-TOP22 Certs.
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 13 classes and
affirmed eight classes of Bear Stearns Commercial Mortgage
Securities Trust, Commercial Mortgage Pass-Through Certificates,
Series 2006-TOP22:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on April 24, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on April 24, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-AB, Affirmed at Aaa (sf); previously on April 24, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on April 24, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-J, Affirmed at Aa3 (sf); previously on Feb 9, 2009
     Downgraded to Aa3 (sf)

  -- Cl. A-M, Affirmed at Aaa (sf); previously on April 24, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on April 24, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on April 24, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. B, Downgraded to A3 (sf); previously on Nov. 3, 2010 A2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Baa1 (sf); previously on Nov. 3, 2010 A3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Ba1 (sf); previously on Nov. 3, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Ba2 (sf); previously on Nov. 3, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Ba3 (sf); previously on Nov. 3, 2010 Ba1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to B2 (sf); previously on Nov. 3, 2010 Ba2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to B3 (sf); previously on Nov. 3, 2010 Ba3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to Caa1 (sf); previously on Nov. 3, 2010 B1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to Caa2 (sf); previously on Nov. 3, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

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

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

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

  -- Cl. O, Downgraded to C (sf); previously on Nov. 3, 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 3, 2010, Moody's placed 13 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
2.5% of the current balance.  At last review, Moody's cumulative
base expected loss was 1.5%.  Moody's stressed scenario loss is
10.9% 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 expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a 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 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 74 compared to 103 at last review.

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

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 December 13, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 12% to
$1.503 billion from $1.705 billion at securitization.  The
Certificates are collateralized by 218 mortgage loans ranging in
size from less than 1% to 8% of the pool, with the top ten loans
representing 24% of the pool.  Two loans, representing 0.3% of the
pool, have defeased and are collateralized by U.S. Government
securities.  The pool includes 10 loans, representing 11% of the
pool, with investment grade credit estimates.

Forty-five 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.

The pool has not experienced any realized losses to date.  Four
loans, representing 1% of the pool, are currently in special
servicing.  The four specially serviced loans are secured by a mix
of property types.  The master servicer has recognized a $1.5
million appraisal reduction for one of the specially serviced
loans.  Moody's has estimated an aggregate $6.8 million loss (42%
expected loss on average) for all of the specially serviced loans.

Moody's has assumed a high default probability for nine poorly
performing loans representing 3% of the pool and has estimated a
$8.5 million loss (17% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2009 operating results for 92%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 92%, the same as Moody's prior
full review.  Moody's net cash flow reflects a weighted average
haircut of 11.6% 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 1.63X and 1.17X, respectively, compared to
1.52X and 1.13X 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
Chesterbrook/Glenhardie Portfolio Loan ($120 million -- 8.0% of
the pool), which is secured by 17 office properties located in
Wayne, Pennsylvania.  The portfolio totals 1.3 million square
feet.  There is also a subordinate B note of $55 million held
outside the trust.  The loan is interest-only for the entire term.
Moody's current credit estimate and stressed DSCR are Baa1 and
1.59X, respectively, compared to Baa3 and 1.53X at last review.

The remaining nine loans with credit estimates are a mix of
property types and comprise 2.8% of the pool.  The Oak Ridge
Estates Loan ($11.0 million -- 0.7% of the pool) and Rudgate
Silver Springs Mobile Home Loan ($8.9 million -- 0.6% of the pool)
have credit estimates of A3 compared to A3 and Aaa, respectively,
at Moody's prior full review.  The remaining six loans with credit
estimates ($21.7 million -- 1.4% of the pool) are secured by New
York City area co-op apartment loans with credit estimates of Aaa,
the same as Moody's last full review.

The top three performing conduit loans represent 9% of the pool
balance.  The largest loan is the Mervyn's Portfolio Loan
($57.0 million 3.8% of the pool) which is secured by 25 single
tenant retail properties which were originally 100% leased to
Mervyn's.  Mervyn's rejected all of the leases as part of their
bankruptcy filing in 2008.  As of March 2010, the portfolio was
33% leased to replacement tenants.  The properties are located in
California (23) and Texas (2) and total 1.9 million SF.  The loan
is structured as a pari-passu note with a total outstanding
principal balance of $116.4 million.  The loan is on the watchlist
due to low DSCR coverage and declining financial performance since
securitization but has remained current.  The loan has benefited
from 11% amortization since securitization, strong sponsorship and
several reserve accounts for capital improvements and debt
service.  Moody's LTV and stressed DSCR are 243% and 0.43X,
respectively compared to 93% and 1.28X at last full review.

The second largest loan is the Olympic Plaza Loan ($37.3 million -
- 2.5% of the pool) which is secured by a 244,448 SF office
building located in Los Angeles, California.  The building was 92%
leased as of June 2010 versus 99% at last review.  Performance has
been stable and the loan has amortized 4% since Moody's last full
review.  Moody's LTV and stressed DSCR are 71% and 1.37X,
respectively, compared to 95% and 1.08X at last full review.

The third largest loan is the 1261 Fair Lakes Circle Loan
($35.0 million -- 2.1% of the pool), which is secured by a 264,000
SF office building located in Fairfax, Virginia.  Property
performance has been stable due to a long-term single tenant lease
which expires February 2011, concurrent with loan maturity.  The
loan is interest only for the entire loan term.  Moody's stressed
the property's cash flow to reflect leasing and refinance
uncertainty.  Moody's LTV and stressed DSCR are 184% and 0.56X,
respectively, compared to 118% and 0.92X at last review.


BEAR STEARNS: Moody's Downgrades Ratings on 14 2007-PWR16 Certs.
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 14 and
affirmed ten classes of Bear Stearns Commercial Mortgage
Securities Trust Commercial Mortgage Pass-Through Certificates,
Series 2007-PWR16:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on July 6, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2, Affirmed at Aaa (sf); previously on July 6, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on July 6, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-AB, Affirmed at Aaa (sf); previously on July 6, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on July 6, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on July 6, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on July 6, 2007
     Definitive Rating Assigned Aaa (sf)

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

  -- Cl. A-J, Downgraded to Baa3 (sf); previously on Dec. 2, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to B1 (sf); previously on Dec. 2, 2010 Baa2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to B3 (sf); previously on Dec. 2, 2010 Ba1
     (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. E, Downgraded to Caa2 (sf); previously on Dec. 2, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Caa3 (sf); previously on Dec. 2, 2010 B1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Ca (sf); previously on Dec. 2, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to Ca (sf); previously on Dec. 2, 2010 B3
     (sf) Placed Under Review for Possible Downgrade

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

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

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

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

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

  -- Cl. O, Affirmed at C (sf); previously on Oct. 8, 2009
     Downgraded to C (sf)

  -- Cl. P, Affirmed at C (sf); previously on Oct. 8, 2009
     Downgraded to C (sf)

  -- Cl. Q, Affirmed at C (sf); previously on Oct. 8, 2009
     Downgraded to C (sf)

                        Ratings Rationale

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

On December 2, 2010, Moody's placed 14 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
9.0% of the current balance.  At last full review, Moody's
cumulative base expected loss was 4.5%.  Moody's stressed scenario
loss is 19.5% 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 expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

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

Moody's 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 26 at Moody's prior full review.

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

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 2% to $3.25 billion
from $3.31 billion at securitization.  The Certificates are
collateralized by 256 mortgage loans ranging in size from less
than 1% to 15% of the pool, with the top ten loans representing
42% of the pool.  The pool does not contain any defeased loans or
loans with credit estimates.

Seventy-five 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.

Four loans have been liquidated from the pool, resulting in an
aggregate realized loss of $11.9 million (63% loss severity
overall).  At last review the pool had not experienced any
realized losses.  Twenty loans, representing 20% of the pool, are
currently in special servicing.  The largest specially serviced
loan is the Beacon Seattle & DC Portfolio Loan ($485.5 million --
14.9% of the pool), which represents a 18% pari passu interest in
a $2.7 billion first mortgage loan.  The loan is secured by 20
office properties located in Washington, Virginia and Washington,
DC.  The buildings range from 103,000 to 1.1 million square feet
(SF) and total 9.8 million SF.  The loan was transferred to
special servicing in April 2010 for imminent default.  The
portfolio was 88% leased as of June 2010.  The loan is current.
The servicer and borrower recently completed a modification that
includes a five-year extension and a coupon reduction along with
an unpaid interest accrual feature.  The modification also
included a waiver of the yield maintenance period in order to
permit property sales.

The remaining 19 loans are secured by a mix of property types and
each loan represents less than 1.0% of the outstanding pool
balance.  The master servicer has recognized an aggregate
$68.2 million appraisal reduction for 14 of the specially serviced
loans.  Moody's has estimated an aggregate loss of $167.5 million
(25% expected loss on average) for all of the specially serviced
loans.

Moody's has assumed a high default probability for 38 poorly
performing loans representing 12% of the pool and has estimated a
$58.3 million loss (15% expected loss based on a 30% probability
default) from these troubled loans.

Based on the most recent remittance statement, Classes M through
S have experienced cumulative interest shortfalls totaling
$2.9 million.  Effective January 2011, the modification of the
Beacon Seattle & DC Portfolio Loan will result in additional
interest shortfalls.  Moody's anticipates that the pool will
continue to experience interest shortfalls because of both the
high exposure to specially serviced loans and the modification.
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 and partial year 2010
operating results for 93% and 67% of the performing pool,
respectively.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 110% compared to 114% at last full
review.  Moody's net cash flow reflects a weighted average haircut
of 12% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.3%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.32X and 0.96X, respectively, compared to
1.27X and 0.93X 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 top three performing conduit loans represent 17% of the
pool balance.  The largest loan is the 32 Sixth Avenue Loan
($320.0 million -- 9.8%), which represents a 89% pari passu
interest in a $360.0 million first mortgage loan.  The loan
is secured by an office and telecommunications building
totaling 1.1 million square feet located in Lower Manhattan's
Tribeca District.  The largest tenants are Qwest Communications
Corporation (15% of the Net Rentable Area (NRA); lease expiration
August 2020) and AMFM Operating, Inc. (11% of the NRA; lease
expiration September 2022).  The property was 99% leased as of
June 2010, the same as at last review.  The loan has 17 months
remaining in a 60-month interest-only period and will then
amortize on a 360-month schedule maturing in April 2017.  Moody's
LTV and stressed DSCR are 103% and 0.92X, respectively, compared
to 108% and 0.90X at last full review.

The second largest loan is The Mall at Prince Georges Loan
($150.0 million -- 4.6%), which is secured by a 920,801 square
foot regional mall located in Hyattsville, Maryland.  The mall is
anchored by Macy's, J.C. Penney, and Target.  As of June 2010, the
property was 94% leased compared to 96% at last review.  Property
performance has declined since last review as the property's cash
flow has declined due to a drop in revenues and increased
expenses..  The loan is interest-only throughout its entire 10-
year term maturing in June 2017.  Moody's LTV and stressed DSCR
are 134% and 0.69X, respectively, compared to 146% and 0.67X at
last full review.

The third largest loan is the Kalahari Waterpark Resort Loan
($89.2 million -- 2.7% of the pool), which is secured by a 380-
room indoor water park resort hotel located in Wisconsin Dells,
Wisconsin.  Property performance has declined as the resort has
been impacted by the downturn in the tourism industry.  As of the
second quarter 2010, however, property performance has been
improving.  The loan is amortizing on a 300-month schedule and
matures in May 2017.  The loan has paid down 2% since last review.
Moody's LTV and stressed DSCR are 85% and 1.43X, respectively,
compared to 82% and 1.48X at last review.


BEAR STEARNS: Moody's Downgrades Ratings on 13 Tranches
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 13
tranches from Bear Stearns ALT-A Trust 2005-9.

Complete Rating Actions are:

Issuer: Bear Stearns ALT-A Trust 2005-9

  -- Cl. I-1A-1, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Baa3 (sf) Placed Under Review for Possible Downgrade

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

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

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

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

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

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

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

  -- Cl. II-4A-1, Downgraded to Ca (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-5A-1, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-5A-2, Downgraded to C (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-6A-1, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

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

                        Ratings Rationale

The collateral backing the transaction consists primarily of
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.


BSDB 2005-AFR1: Moody's Cuts Ratings on Seven 2005-AFR1 Certs.
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven pooled
classes and affirmed three classes of BSDB 2005-AFR1 Trust
Commercial Mortgage Pass-Through Certificates, Series 2005-AFR1:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on Sept. 4, 2008
     Confirmed at Aaa (sf)

  -- Cl. A-2, Affirmed at Aaa (sf); previously on Sept. 4, 2008
     Confirmed at Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on Feb. 6, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-J, Downgraded to Aa2 (sf); previously on March 6, 2009
     Downgraded to Aa1 (sf)

  -- Cl. B, Downgraded to Baa1 (sf); previously on March 6, 2009
     Downgraded to A2 (sf)

  -- Cl. C, Downgraded to Baa3 (sf); previously on March 6, 2009
     Downgraded to Baa1 (sf)

  -- Cl. D, Downgraded to Ba1 (sf); previously on March 6, 2009
     Downgraded to Baa2 (sf)

  -- Cl. E, Downgraded to Ba2 (sf); previously on March 6, 2009
     Downgraded to Ba1 (sf)

  -- Cl. F, Downgraded to Ba3 (sf); previously on March 6, 2009
     Downgraded to Ba2 (sf)

  -- Cl. G, Downgraded to B1 (sf); previously on March 6, 2009
     Downgraded to Ba3 (sf)

                        Ratings Rationale

The downgrades were due to the increase in the vacancy rate to 16%
from 5% at securitization in the 138 properties that collateralize
the mortgage loan and the expectation of additional vacancies as
the principal tenant, Bank of America, N.A., exercises its
remaining cancellation options.

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

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

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

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

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 Payment Date, the transaction's
aggregate certificate balance has decreased by 14% to
$260.3 million from $304.0 million at securitization from
scheduled principal amortization payments.  The Certificates
are collateralized by a single mortgage loan.

The mortgage loan is secured by 138 commercial properties
consisting of retail bank branches, offices and bank operations
centers totaling approximately 4.1million square feet of net
rentable area.  Additionally, 73 properties have been released
from the mortgage lien and substituted with approximately
$49 million in defeasance collateral.  Bank of America, N.A.,
senior unsecured rating Aa3; negative outlook, leases
approximately 71% of the non-defeased collateral under a master
lease expiring in September 2019.  Third party tenancy leases
approximately 540,000 square feet, resulting in an occupancy rate
of approximately 84% for the non-defeased real estate collateral,
compared to 90% at Moody's last review and 95% at securitization.
BOA has lease cancellation options to periodically vacate a total
of 682,860 square feet of the 4.1 million square feet it leased at
securitization.  At securitization the total occupancy for the
total portfolio was 89%.  Through the third quarter of 2010 BOA
vacated 402,874 square feet and cancelled an additional 119,971
square feet in October 2010, of which 41,085 square feet is
subject to the mortgage lien.  Approximately two-thirds of the
space that BOA has cancelled has been re-leased.  BOA can cancel
an additional 18,585 square feet prior to 2013 and 141,430 square
feet after 2013.

Moody's weighted average pooled loan to value ratio is 121%,
compared to 114% at last review.  Moody's stressed debt service
coverage ratio is 0.81x, compared to 0.85x at last review.
Moody's current credit estimate is B2, compared to Ba3 at last
review.


CAPITAL ONE: Moody's Confirms Ratings 47 Classes of Securities
--------------------------------------------------------------
Moody's confirmed the ratings on 47 classes of asset-backed
securities issued out of the Capital One Multi-asset Execution
Trust.  Moody's has also confirmed the Ba1 (sf) Counterparty
Instrument Rating to the Swap Agreement relating to credit card
backed notes issued by COMET Class C(2004-3) (the "Counterparty
Rating").  The COMET securities are backed by a $42 billion
revolving pool of consumer and small business credit card
receivables originated by Capital One Bank (USA), N.A.  ("Capital
One Bank").  These securities were initially placed under review
for possible downgrade on July 28, 2010; the review period was
extended on November 4.

                        Ratings Rationale

The rationale for the review and confirmation of the COMET
ratings was centered on the countervailing credit effects of
an incremental weakening of the financial strength of the
seller/servicer, Capital One Bank, and the improvement in the
collateral backing the securitized COMET notes.  Moody's believe
that the improvement in and trajectory of collateral performance
offsets the negative implications of a downgrade of the
seller/servicer If Capital One Bank is downgraded further, or if
the improvement in collateral performance reverses, a downgrade
of COMET's ratings would be likely, all else being equal.  For
example, if Capital One Bank were to be downgraded by one more
notch to Baa1, the senior class of COMET ABS would likely be
downgraded by as much as two notches.

              Credit Linkage to The Seller/Servicer

The financial strength of the seller/servicer is an important
factor in Moody's determination of card ABS ratings, as an
issuer's ongoing willingness and ability to maintain card utility
(i.e., the purchase rate) is a significant driver of trust
collateral performance in an early amortization scenario.  This
linkage also reflects the ongoing role of a seller/servicer in
card ABS programs (e.g. underwriting, risk management, and
servicing).  Therefore, as a result of the downgrade of Capital
One Bank, Moody's have adjusted Moody's purchase rate assumption
for COMET.

                 Comet Through The Credit Crisis

Like others in the credit card sector, Capital One's trust
performance materially deteriorated during the credit crisis.
Unlike most others, however, Capital One chose not to increase the
credit enhancement to its ABS notes.  As a result, Moody's
downgraded the two most junior classes of notes in 2009.  The
ratings on the more senior Class A and Class B notes, though
marginally weaker, remained unchanged.

                 Collateral Performance Improving

Since then, concerns about collateral performance for both Capital
One and the industry as a whole have abated somewhat.  As the
economy emerges from recession, important economic drivers of
credit card performance, in particular unemployment, have
stabilized, and Moody's revised the outlook on the U.S. credit
card ABS sector to stable from negative on November 22.  In
addition, the credit quality of securitized portfolios of credit
cards, including COMET's, appears to be strengthening as evidenced
by meaningful improvements in charge-offs and delinquency rates.
For COMET, charge-offs have fallen from a peak of 12.7% in March
2010 to 9.4% in November, 2010, a drop of 26%, while the early-
stage delinquencies are currently at historical lows.  Moody's
expect these metrics to continue to improve.

Moody's changed its performance expectations for COMET in
November.  Moody's current expected range for the gross charge-off
rate is 7.5%-9.5%, for the principal payment rate is 16%-19%, and
for the yield is 20%-23%.

Performance expectations 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 a given range may indicate that the
collateral's credit quality is stronger or weaker than anticipated
when the related securities were rated.  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.

                       Counterparty Rating

The Counterparty Instrument Rating is based upon the pari passu
ranking of swap payments relative to the payments to the COMET
Class C(2004-3) noteholders in the transaction waterfall.
Consequently, in the ordinary course of events, the ability of
COMET to honor its obligations to make the swap payments is
considered equal to its ability to make the scheduled payments on
the underlying notes.  The ratings history of the swap is highly
correlated to the ratings history of the related COMET Class
C(2004-3) notes.  As a result, given the confirmation of the COMET
Class C(2004-3) Ba1 (sf) rating, the Counterparty Instrument
Rating was also confirmed.

The complete rating actions are:

Issuer: Capital One Multi-asset Execution Trust

  -- $500,000,000 Class A (2004-1) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $500,000,000 Class A (2004-4) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $200,000,000 Class A (2004-5) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $500,000,000 Class A (2004-7) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $500,000,000 Class A (2004-8) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $750,000,000 Class A (2005-1) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $455,000,000 Class A (2005-6) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $500,000,000 Class A (2005-7) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $325,000,000 Class A (2005-9) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $500,000,000 Class A (2005-10) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $500,000,000 Class A (2006-1) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $400,000,000 Class A (2006-3) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $1,000,000,000 Class A (2006-4) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $500,000,000 Class A (2006-5) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $500,000,000 Class A (2006-6) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $1,000,000,000 Class A (2006-7) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $300,000,000 Class A (2006-8) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $500,000,000 Class A (2006-10) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $750,000,000 Class A (2006-11) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $500,000,000 Class A (2006-12) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $625,000,000 Class A (2007-1) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $700,000,000 Class A (2007-2) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $750,000,000 Class A (2007-4) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $600,000,000 Class A (2007-5) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $1,000,000,000 Class A (2007-7) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $500,000,000 Class A (2007-8) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $200,000,000 Class A (2007-A) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $500,000,000 Class A (2008-B) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $600,000,000 Class A (2008-3) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $750,000,000 Class A (2008-5) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $500,000,000 Class A (2008-6) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $1,000,000,000 Class A (2009-2) confirmed at Aaa (sf);
     previously on July 28,2010 placed under review for possible
     downgrade

  -- $150,000,000 Class B (2004-3) confirmed at A2 (sf);
     previously on July 28, 2010 placed under review for possible
     downgrade

  -- $184,605,000 Class B (2004-7) confirmed at A2 (sf);
     previously on July 28, 2010 placed under review for possible
     downgrade

  -- $175,000,000 Class B (2005-1) confirmed at A2 (sf);
     previously on July 28, 2010 placed under review for possible
     downgrade

  -- $100,000,000 Class B (2005-3) confirmed at A2 (sf);
     previously on July 28, 2010 placed under review for possible
     downgrade

  -- $175,000,000 Class B (2006-1) confirmed at A2 (sf);
     previously on July 28, 2010 placed under review for possible
     downgrade

  -- $350,000,000 Class B (2007-1) confirmed at A2 (sf);
     previously on July 28, 2010 placed under review for possible
     downgrade

  -- $250,000,000 Class C (2003-3) confirmed at Ba1 (sf);
     previously on July 28, 2010 placed under review for possible
     downgrade

  -- $100,000,000 Class C (2004-2) confirmed at Ba1 (sf);
     previously on July 28, 2010 placed under review for possible
     downgrade

  -- $367,500,000 Class C (2004-3) confirmed at Ba1 (sf);
     previously on July 28, 2010 placed under review for possible
     downgrade

  -- $175,000,000 Class C (2006-1) confirmed at Ba1 (sf);
     previously on July 28, 2010 placed under review for possible
     downgrade

  -- $100,000,000 Class C (2006-2) confirmed at Ba1 (sf);
     previously on July 28, 2010 placed under review for possible
     downgrade

  -- $125,000,000 Class C (2006-3) confirmed at Ba1 (sf);
     previously on July 28, 2010 placed under review for possible
     downgrade

  -- $300,000,000 Class C (2007-1) confirmed at Ba1 (sf);
     previously on July 28, 2010 placed under review for possible
     downgrade

  -- $250,000,000 Class C (2007-2) confirmed at Ba1 (sf);
     previously on July 28, 2010 placed under review for possible
     downgrade

  -- $350,000,000 Class C (2007-4) confirmed at Ba1 (sf);
     previously on July 28, 2010 placed under review for possible
     downgrade

Counterparty Instrument Rating to the Swap Agreement relating to
credit card backed notes issued by COMET Class C(2004-3) confirmed
at Ba1 (sf); previously on July 28, 2010, placed under review for
possible downgrade.


CD 2005-CD1: Moody's Downgrades Ratings on 12 2005-CD1 Certs.
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 12 classes and
affirmed 12 classes of CD 2005-CD1 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2005-CD1:

  -- Cl. X, Affirmed at Aaa (sf); previously on Jan. 13, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2FL, Affirmed at Aaa (sf); previously on Jan. 13, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2FX, Affirmed at Aaa (sf); previously on Jan. 13, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on Jan. 13, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-SB, Affirmed at Aaa (sf); previously on Jan. 13, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on Jan. 13, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on Jan. 13, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-M, Affirmed at Aaa (sf); previously on Jan. 13, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-J, Downgraded to A3 (sf); previously on Dec. 9, 2010
     Aa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Baa1 (sf); previously on Dec. 9, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Baa3 (sf); previously on Dec. 9, 2010 A1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Ba1 (sf); previously on Dec. 9, 2010 A2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Ba3 (sf); previously on Dec. 9, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to B3 (sf); previously on Dec. 9, 2010 Baa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Caa2 (sf); previously on Dec. 9, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. J, Downgraded to C (sf); previously on Dec. 9, 2010 Caa1
     (sf) Placed Under Review for Possible Downgrade

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

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

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

  -- Cl. N, Affirmed at C (sf); previously on Jan. 6, 2010
     Downgraded to C (sf)

  -- Cl. O, Affirmed at C (sf); previously on Jan. 6, 2010
     Downgraded to C (sf)

  -- Cl. P, Affirmed at C (sf); previously on Jan. 6, 2010
     Downgraded to C (sf)

  -- Cl. OCS, Affirmed at Baa3 (sf); previously on Jan. 13, 2006
     Definitive Rating Assigned 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.

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 December 9, 2010, Moody's placed 12 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
7.1% of the current balance.  At last review, Moody's cumulative
base expected loss was 5.1%.  Moody's stressed scenario loss is
18.9% 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 expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 51 compared to 53 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.

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 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 6% to $3.6 billion
from $3.9 billion at securitization.  The Certificates are
collateralized by 216 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 34%
of the pool.  The pool includes three loans with investment-grade
credit estimates, representing 11% of the pool.  Two loans,
representing less than 1% of the pool, have defeased and are
collateralized by U.S. Government securities.

Fifty-five 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.

Six loans have been liquidated from the pool, resulting in an
aggregate realized loss of $17.4 million (57% loss severity on
average).  The pool had experienced an aggregate $1.7 million loss
at last review.  Twenty-one loans, representing 10% of the pool,
are currently in special servicing.  The master servicer has
recognized appraisal reductions totaling $85.4 million for 16 of
the specially serviced loans.  Moody's has estimated an aggregate
$152.2 million loss (42% expected loss on average) for the
specially serviced loans.

Moody's has assumed a high default probability for 12 poorly
performing loans representing 3.8% of the pool and has estimated a
$34.8 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 96% and 33% of the pool, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 103%, the same as at Moody's prior review.  Moody's
net cash flow reflects a weighted average haircut of 12% to the
most recently available net operating income.  Moody's value
reflects a weighted average capitalization rate of 9.0%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.41X and 1.0X, respectively, the same as
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 One Court Square
Loan ($290.0 million -- 8.0% of the pool), which is secured by a
1.4 million square foot Class A office building located in Long
Island City (Queens), New York.  The property is also encumbered
by a $25 million B Note which secures non-pooled Class OCS.  The
property is 100% leased to Citibank through May 2020 (Citibank,
N.A -- Moody's senior unsecured rating A1, negative outlook).
Moody's current credit estimate and stressed DSCR of the pooled
note are Baa2 and 1.04X, respectively, compared to Baa2 and 1.03X
at last review.  Moody's current credit estimate of the B Note is
Baa3, the same as at last review.

The second loan with a credit estimate is the 100 East Pratt Loan
($105.0 million - 2.9% of the pool), which is secured by a 656,000
square foot office building located in Baltimore, Maryland.  The
largest tenant is T.  Rowe Price Associates, which leases 58% of
the premises through June 2017.  Performance has been stable.
Moody's current credit estimate and stressed DSCR are Baa3 and
1.33X, respectively, compared to Baa3 and 1.34X at last review.

The third loan with a credit estimate is the 220 East 67th Street
Loan ($2.4 million - 0.1% of the pool), which is secured by a 114-
unit residential cooperative located in Manhattan, New York.
Moody's current credit estimate is Aaa, the same as at last
review.

The top three performing conduit loans represent 13% of the
pool balance.  The largest loan is the Yahoo! Center Loan
($250.0 million - 6.9% of the pool), which is secured by a
1.1 million square foot Class A office campus located in Santa
Monica, California.  The largest tenant is Yahoo! Inc. which
leases 27% of the property through August 2015.  Performance has
improved since last review.  Moody's LTV and stressed DSCR are 74%
and 1.24X, respectively, compared to 77% and 1.20X at last review.

The second largest loan is the Main Mall Loan ($134.5 million --
3.7% of the pool), which is secured by the borrower's interest in
a 1.0 million square foot regional mall located in Portland,
Maine.  The loan sponsor is GGP.  The loan had been in special
servicing due to GGP's bankruptcy filing but has returned to the
master servicer after being restructured.  The maturity was
extended to December 2016.  The property is also encumbered by a
$70.5 million B note which is held outside the trust.  Overall
performance has declined since last review due to increased
expenses.  Moody's LTV and stressed DSCR are 95% and 0.99X,
respectively, compared to 89% and 1.06X at last review.

The third largest loan is the TPMC Portfolio Loan ($102.9 million
- 2.8% of the pool), which is secured by several properties
located in suburban Houston, Texas.  The properties include a
699,000 square foot office building, a theater/commercial building
and a parking garage.  Performance has improved since last review.
Moody's LTV and stressed DSCR are 96% and 1.09X, respectively,
compared to 103% and 1.01X at last review.


CHASE COMMERCIAL: Moody's Takes Rating Actions on 1998-1 Certs.
---------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class and
affirmed five classes of Chase Commercial Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-
1:

  -- Cl. X, Affirmed at Aaa (sf); previously on May 15, 1998
     Assigned Aaa (sf)

  -- Cl. E, Affirmed at Aaa (sf); previously on April 17, 2008
     Upgraded to Aaa (sf)

  -- Cl. F, Affirmed at Aaa (sf); previously on May 7, 2009
     Upgraded to Aaa (sf)

  -- Cl. G, Affirmed at A1 (sf); previously on May 7, 2009
     Upgraded to A1 (sf)

  -- Cl. H, Affirmed at Ba3 (sf); previously on May 7, 2009
     Upgraded to Ba3 (sf)

  -- Cl. I, Downgraded to Caa3 (sf); previously on April 17, 2008
     Downgraded to Caa2 (sf)

                        Ratings Rationale

The downgrade is due to higher than expected losses for the pool
resulting from realized and anticipated losses from specially
serviced 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
7.4% of the current balance.  At last review, Moody's cumulative
base expected loss was 3.2%.  Moody's stressed scenario loss is
15.5% 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 expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

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

For deals that include a pool of CTL loans, Moody's currently uses
a Gaussian copula model, incorporated in its public CDO rating
model CDOROMv2.6 to generate a portfolio loss distribution to
assess the ratings.  Under Moody's CTL approach, the rating of a
transaction's certificates is primarily based on the senior
unsecured debt rating (or the corporate family rating) of the
tenant, usually an investment grade rated company, leasing the
real estate collateral supporting the bonds.  This tenant's credit
rating is the key factor in determining the probability of default
on the underlying lease.  The lease generally is "bondable", which
means it is an absolute net lease, yielding fixed rent paid to the
trust through a lock-box, sufficient under all circumstances to
pay in full all interest and principal of the loan.  The leased
property should be owned by a bankruptcy-remote, special purpose
borrower, which grants a first lien mortgage and assignment of
rents to the securitization trust.  The dark value of the
collateral, which assumes the property is vacant or "dark", is
then examined to determine a recovery rate upon a loan's default.
Moody's also considers the overall structure and legal integrity
of the transaction.

Moody's 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, the same as at last review.

In cases where the Herf falls below 20, Moody's generally also
employs the large loan/single borrower methodology.  Moody's did
not employ this methodology in the review of this deal despite the
low Herf Index due to a significant increase in credit
subordination since Moody's last review.  Moody's incorporated
additional stresses in Moody's cash flow analysis to offset the
decline in loan diversity.

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

Moody's 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 20, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 91% to
$76.0 million from $817.9 million at securitization.  The
Certificates are collateralized by 14 mortgage loans ranging in
size from less than 1% to 14% of the pool, with the top ten non-
defeased loans representing 83% of the pool.  The pool contains
seven loans, representing 53% of the pool, that are CTL loans.

Three loans, representing 26% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council 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 loan have been liquidated from the pool, resulting in an
aggregate realized loss of $6.2 million (48% loss severity on
average).  Currently, there is one loan in special servicing,
which represents 12.5% of the pool.  The Pine Tree Mall Loan was
transferred to special servicing in March 2008 for maturity
default after the borrower was unable to secure re-financing.  The
special servicer granted a forbearance period, which ended in
January 2009.  The borrower filed for bankruptcy in February 2009.
The special servicer engaged counsel and filed foreclosure in
April 2010.  The loan is secured by a 261,700 square foot retail
center located in Marinette, Wisconsin.  The center is anchored by
Wal-Mart (37% of the net rentable area, lease expiration in
January 2018; Younkers/The Bon-Ton Stores (25% of the NRA; lease
expiration in September 2013) and J.C. Penney (15% of the NRA;
lease expiration in October 2013).  As of October 2010, the in-
line mall was 85% leased compared to 87% occupied at last review.
The master servicer has recognized a $3.3 million appraisal
reduction for this specially serviced loan.  Moody's has estimated
an aggregate $3.89 million loss (41% expected loss on average) for
this loan.

Moody's was provided with full year 2009 and partial year 2010
operating results for 100% and 70% of the conduit pool,
respectively.  Excluding specially serviced and CTL loans, Moody's
weighted average LTV is 46% compared to 53% at Moody's prior
review.  Moody's net cash flow reflects a weighted average haircut
of 15.6% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
10.1%.

Excluding specially serviced and CTL loans, Moody's actual and
stressed DSCRs are 1.58X and 2.64X, respectively, compared to
1.47X and 2.29X 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 conduit loans represent 27% of the pool
balance.  The largest loan is the 299 Broadway Loan ($9.2 million
-- 12.1% of the pool), which is secured by a 229,800 square foot
office building located in New York City.  As of December 2010,
the property was 96% leased compared to 90% at last review.
Performance has improved due to higher revenues and lower
operating expenses.  The loan has amortized 7% since last review
and 29% since securitization.  Moody's LTV and stressed DSCR are
42% and 2.61X, respectively, compared to 53% and 2.05X at last
review.

The second largest loan is the Columbia Wellness Center Loan
($7.7 million -- 10.2% of the pool), which is secured by a 61,000
square foot medical office building located in Framingham,
Massachusetts.  The property is 100% leased by two tenants --
Southboro Medical Group (34% of the NRA; leases expiration in
2013) and Tenet-Metro-Wellness Center (66% of the NRA; lease
expiration in 2020).  Moody's LTV and stressed DSCR are 66% and
1.63X, respectively, compared to 75% and 1.43X at last review.

The third largest loan is the Royal Palm Apartments Loan
($3.44 million -- 4.5% of the pool) which is secured by a 288-unit
multifamily property located in Orland, Florida.  As of September
2010 the property was 90% leased compared to 91% at last review.
For 2009, net operating income declined 3% since last review.
Performance remains stable due increase in amortization.  Moody's
LTV and stressed DSCR are 40% and 2.6X, respectively, compared to
39% and 2.66X at last review.

The CTL component includes seven loans secured by properties
leased under bondable leases.  The largest CTL exposures are
Brinker International, Inc. ($24.7 million; Moody's senior
unsecured rating Ba2, stable outlook), Star Market ($8.5 million;
an affiliate of Supervalu, Inc. which has a Moody's senior
unsecured rating B2, stable outlook), and H.E. Butt Grocery Stores
($6.9 million).


CHRYSLER FINANCIAL: Moody's Reviews Ratings on 10 Tranches
----------------------------------------------------------
Moody's has placed on review for possible upgrade ten tranches
from four prime auto loan securitizations and three tranches from
three re-securitizations sponsored and serviced by Chrysler
Financial Services Americas LLC.

                             Ratings

Issuer: DaimlerChrysler Auto Trust 2006-C

  -- Cl. B, Aa2 (sf) Placed Under Review for Possible Upgrade;
     previously on June 4, 2010 Upgraded to Aa2 (sf)

Issuer: Chrysler Financial Auto Securitization Trust 2007-A

  -- Cl.A-4, Aa3 (sf) Placed Under Review for Possible Upgrade;
     previously on June 4, 2010 Confirmed at Aa3 (sf)

  -- Cl. B, A3 (sf) Placed Under Review for Possible Upgrade;
     previously on June 4, 2010 Upgraded to A3 (sf)

  -- Cl. C, Ba1 (sf) Placed Under Review for Possible Upgrade;
     previously on June 4, 2010 Upgraded to Ba1 (sf)

Issuer: Chrysler Financial Auto Securitization Trust 2008-A

  -- Cl.A-4, Aa3 (sf) Placed Under Review for Possible Upgrade;
     previously on June 4, 2010 Upgraded to Aa3 (sf)

  -- Cl. B, A3 (sf) Placed Under Review for Possible Upgrade;
     previously on June 4, 2010 Upgraded to A3 (sf)

  -- Cl. C, Ba1 (sf) Placed Under Review for Possible Upgrade;
     previously on June 4, 2010 Upgraded to Ba1 (sf)

Issuer: Chrysler Financial Auto Securitization Trust 2008-B

  -- Cl.A-4a, Aa3 (sf) Placed Under Review for Possible Upgrade;
     previously on June 4, 2010 Upgraded to Aa3 (sf)

  -- Cl. A-4b, Aa3 (sf) Placed Under Review for Possible Upgrade;
     previously on June 4, 2010 Upgraded to Aa3 (sf)

  -- Cl. B, Baa1 (sf) Placed Under Review for Possible Upgrade;
     previously on June 4, 2010 Upgraded to Baa1 (sf)

                        Re-securitizations

Issuer: CFAST 2007-A B Note Trust

  -- $106,800,000, 6.25% Trust Notes, A3 (sf) Placed Under Review
     for Possible Upgrade; previously on September 14, 2010
     Upgraded to A3 (sf)

Issuer: CFAST 2008-A B Note Trust

  -- $83,100,000, 5.57% Trust Notes, A3 (sf) Placed Under Review
     for Possible Upgrade; previously on September 14, 2010
     Upgraded to A3 (sf)

Issuer: CFAST 2008-B B Note Trust

  -- $90,300,000, 6.54% Trust Notes, Baa1(sf) Placed Under Review
     for Possible Upgrade; previously on June 21, 2010 Assigned
     Baa1 (sf)

                        Ratings Rationale

The review was prompted by the buildup of credit enhancement
relative to remaining losses, as well as by a downward revision on
collateral loss expectations due to further stabilization of
performance since the last review.  The affected transactions
benefit from non-declining reserve accounts and
overcollateralization, as well as additional credit enhancement in
the form of cash contributed by the sponsor to the 2007-A and
2008-A transactions in November 2008.

In addition to collateral performance and available credit
enhancement, the announcement by TD Bank Group of its intent to
acquire Chrysler Financial will also be considered during this
review.  While details and future plans are yet to be disclosed,
in Moody's opinion, the proposed acquisition should provide
stability to Chrysler Financial's servicing operations as it
restructures and explores future business prospects.  Following an
agreement in 2009 between Chrysler LLC and GMAC Inc. (now Ally
Financial Inc.) to provide wholesale and retail financing for
Chrysler vehicles, Chrysler Financial is no longer the captive
finance arm of Chrysler LLC.  The company has since had to rely
predominantly on originating standard (non subvented) loans and
has reduced its staff to facilitate restructuring and realignment
of its business.

The re-securitization trust notes are secured by the Class B notes
issued by Chrysler Financial Auto Securitization Trust 2007-A,
Chrysler Financial Auto Securitization Trust 2008-A, and Chrysler
Financial Auto Securitization Trust 2008-B transactions.  The
trust notes benefit solely from the credit enhancement available
to the underlying notes in the underlying trusts and are therefore
assigned the same ratings as the underlying notes given the pure
pass-through transaction structure.

Moody's expects DaimlerChrysler Auto Trust 2006-C to incur
lifetime cumulative net losses in the range of 2.55% to 2.60%.
Total hard credit enhancement (excluding available excess spread
and yield supplement overcollateralization-YSOC) for Class B
tranche is approximately 29% of the outstanding collateral pool
balance adjusted for YSOC.  The YSOC compensates for the lower APR
on the subvened loans, and declines each month based on a fixed
schedule.  Currently, YSOC for this transaction is approximately
2%.  The OC and reserves for this transaction is at its floor
levels, and is expected to increase as a percentage of the
collateral balance as the pool pays down.  In addition, the
transactions benefit from excess spread, which is estimated at 1%
per annum.  Principal payments are allocated sequentially between
the Class A and B notes.

The Chrysler Financial Auto Securitization Trust 2007-A is
expected to incur lifetime cumulative net losses in the range of
6.50% to 7.00%.  Total hard credit enhancement (excluding
available excess spread and YSOC) for Class A-4 tranche is
approximately 41% of the outstanding collateral pool balance
adjusted for YSOC.  The credit enhancement (excluding excess
spread and YSOC) for the class B and C are approximately 22% and
15% respectively, of the outstanding collateral pool balance
adjusted for YSOC.  Currently, YSOC for this transaction is
approximately 2%.  In addition, the transactions benefit from
excess spread which is approximately 1% per annum.  Principal
payments are allocated sequentially between the Class A, B, and C
notes.

Moody's expects Chrysler Financial Auto Securitization Trusts
2008-A and 2008-B to incur lifetime cumulative net losses in the
range of 6.25% to 6.75%, and 6.00% to 6.50% respectively, of their
original pool balance.  Total hard credit enhancement (excluding
available excess spread and -YSOC) for Class A-4 tranches ranges
between approximately 36% to 43% of the outstanding collateral
pool balance adjusted for YSOC.  The credit enhancement (excluding
excess spread and YSOC) for the class B tranches ranges between
approximately 16% to 22%, of the outstanding collateral pool
balance adjusted for YSOC.  Credit enhancement (excluding excess
spread and YSOC) for the class C tranche of the 2008-A transaction
is approximately13% of the outstanding collateral pool balance
adjusted for YSOC.  Currently, YSOC for these transactions ranges
between approximately 2% to 3%.  In addition, the transactions
benefit from excess spread which ranges between approximately 1%
to 2% per annum.  Principal payments are allocated sequentially
between the Class A, B, and C notes.

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 remain at elevated levels, 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 expect a sluggish recovery in the U.S. economy, with
elevated fiscal deficits and persistent, high unemployment levels.


CITIGROUP COMMERCIAL: Moody's Raises Ratings on 2005-EMG Certs.
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes,
downgraded two classes and affirmed six classes of Citigroup
Commercial Mortgage Securities Inc., Commercial Mortgage Pass-
Through Certificates, Series 2005-EMG:

  -- Cl. A-4, Affirmed at Aaa (sf); previously on July 13, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-J, Affirmed at Aaa (sf); previously on July 13, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on July 13, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. B, Upgraded to Aaa (sf); previously on Nov. 13, 2007
     Upgraded to Aa1 (sf)

  -- Cl. C, Upgraded to Aaa (sf); previously on Nov. 13, 2007
     Upgraded to Aa2 (sf)

  -- Cl. D, Upgraded to Aa3 (sf); previously on July 13, 2005
     Definitive Rating Assigned A2 (sf)

  -- Cl. E, Upgraded to A2 (sf); previously on July 13, 2005
     Definitive Rating Assigned A3 (sf)

  -- Cl. F, Upgraded to A3 (sf); previously on July 13, 2005
     Definitive Rating Assigned Baa1 (sf)

  -- Cl. G, Affirmed at Baa2 (sf); previously on July 13, 2005
     Definitive Rating Assigned Baa2 (sf)

  -- Cl. H, Affirmed at Baa3 (sf); previously on July 13, 2005
     Definitive Rating Assigned Baa3 (sf)

  -- Cl. J, Affirmed at Ba1 (sf); previously on July 13, 2005
     Definitive Rating Assigned Ba1 (sf)

  -- Cl. K, Downgraded to B2 (sf); previously on July 23, 2009
     Downgraded to B1 (sf)

  -- Cl. L, Downgraded to Caa1 (sf); previously on July 23, 2009
     Downgraded to B2 (sf)

                        Ratings Rationale

The upgrades are due to the significant increase in subordination
due to loan payoffs and amortization.  The pool has paid down by
39% since Moody's last review.

The downgrades are due to higher expected losses due to increased
credit quality dispersion.

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
1.6% of the current balance.  At last review, Moody's cumulative
base expected loss was 1.0%.  Moody's stressed scenario loss is
4.1% of the current balance.

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

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

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

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

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

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 22, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 68% to
$228.2 million from $722.1 million at securitization.  The
Certificates are collateralized by 112 mortgage loans ranging in
size from less than 1% to 4% of the pool, with the top ten loans
representing 24% of the pool.  There are four loans, representing
21% of the pool, with investment grade credit estimates.  At
securitization, three additional loans had credit estimates.
These loans have been paid off since last review.

Fourteen loans, representing 6% 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.

Three loans have been liquidated from the pool, resulting in an
aggregate realized loss of $40,305 (less than 1% loss severity
overall).  One loan is currently in special servicing.  This loan
is the 13-06 43rd Avenue Loan ($621,341 -- 0.3% of the pool),
which is secured by a 37,500 square foot industrial building
located in Long Island City, New York.  The loan was transferred
to special servicing in January 2010 due to imminent maturity
default.  The loan has been extended to March 2012 and is pending
return to the master servicer.  Moody's does not anticipate a loss
on this loan.

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 53 compared to 62 at Moody's prior review.

Moody's was provided with full year 2009 operating results for 99%
of the pool.  Moody's weighted average LTV is 40% compared to 37%
at last review.  Although the pool's overall performance has been
stable, the pool has experienced increased credit quality
dispersion.  Based on Moody's analysis, 9% of the pool has an LTV
over 100% compared to 1% 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%.

Moody's actual and stressed DSCRs are 3.73X and 4.47X,
respectively, compared to 3.44X and 3.79X 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 largest loan with a credit estimate is the 50 East 42nd Street
Loan ($15.0 million -- 6.6%), which is secured by a 144,378 square
foot mixed use property located in midtown Manhattan.  The
property was 91% leased as of December 2009 compared to 84% at
last review.  Performance has improved since last review due to
increased occupancy.  Moody's credit estimate and stressed DSCR
are Aa3 and 1.95X, respectively, compated to A2 and 1.59X at last
review.

The second loan with a credit estimate is the 1001 Central Park
Avenue Loan ($14.0 million; - 6.1%), which is secured by a 238,700
square foot retail center located in Scarsdale, New York.  The
property was 87% leased as of December 2009 compared to 68% at
last review.  Despite the increased occupancy, performance is in-
line with last review.  Moody's credit estimate and stressed DSCR
are A3 and 1.86X, respectively, compared to A3 and 1.95X at last
review.

The third loan with a credit estimate is the 6 West 32nd Street
Loan ($11.5 million -- 5.0%), which is secured by a 171-room hotel
located in midtown Manhattan.  Performance has been stable.
Moody's credit estimate and stressed DSCR are Baa1 and 1.98,
respectively, compared to Baa1 and 2.28X at last review.

The fourth loan with a credit estimate is the 295 Park Avenue
South Loan ($8.3 million; - 3.6%), which is secured by a 179 unit-
multifamily property located in midtown Manhattan.  The property
was 99% leased as of December 2009, the same as at last review.
Performance has been strong due to increasing rental revenues.
Moody's credit estimate and stressed DSCR are Aaa and 6.35,
respectively, compared to Aaa and 4.36X at last review

The top three performing conduit loans represent 9% of the pool
balance.  The largest loan is the 18-28 West 33rd Street Loan
($8 million -- 3.5% of the pool), which is secured by a 183,750
square foot office building in Manhattan.  The property was 98%
leased as of December 2009, the same as at last review.  Property
performance has improved since last review and securitization due
to an increase in rental revenue.  Moody's LTV and stressed DSCR
are 56% and 1.88X, respectively, compared to 70% and 1.50X at last
review.

The second largest loan is the 425 Madison Avenue Loan
($7.1 million -- 3.1% of the pool), which is secured by a 79,335
square foot office building located in Manhattan.  The building
was 100% leased as of December 2009, the same as at last review.
Performance has been stable and the loan has amortized 3% since
last review.  Moody's LTV and stressed DSCR are 31% and 3.42X,
compared to 34% and 3.11X at last review.

The third largest loan is the 22 West 34th Street Loan
($5.9 million -- 2.6% of the pool), which is secured by a 88,747
square foot mixed use property located in Manhattan.  The property
was 100% leased as of December 2009, the same as at last review.
Property performance has been stable and the loan has amortized 3%
since last review.  Moody's LTV and stressed DSCR are 28% and
3.83X, respectively, compared to 29% and 3.78X at last review.


CITIGROUP COMMERCIAL: Fitch Cuts Ratings on 12 2006-C5 Certs.
-------------------------------------------------------------
Fitch Ratings has downgraded 12 classes of Citigroup Commercial
Mortgage Trust 2006-C5, commercial mortgage pass-through
certificates, due to further deterioration of performance, most
of which involves increased losses on the specially serviced
loans.

The downgrades reflect an increase in Fitch expected losses across
the pool.  Fitch modeled losses of 6% for the remaining pool;
expected losses of the original pool are at 7.1%, including losses
already incurred to date.  Fitch has designated 63 loans (22.7%)
as Fitch Loans of Concern, which includes 15 specially serviced
loans (6%).  Fitch expects classes J through O may be fully
depleted from losses associated with the specially serviced
assets.

As of the November 2011 distribution date, the pool's aggregate
principal balance has been reduced by approximately 4.3% to
$2.1 billion from $2.2 billion at issuance.  Interest shortfalls
are affecting classes K through P.

The largest contributor to loss (1.4% of pool) consists of an 876-
unit student housing apartment community located in Greenville,
North Carolina, approximately three miles northeast of East
Carolina University.  The property, newly developed at the time of
the origination, is behind its stabilization schedule.  Occupancy
as of December 2009 was 81%, compared to 83% in August 2009 and
52% at year-end 2007.  The property was underwritten to a
stabilized issuer debt service coverage ratio of 1.31 times.  As
of YE 2009, the actual DSCR was 0.87x.  Fitch's analysis of the
loan resulted in a higher probability of default during the loan
term due to lower than expected cash flow.

The next largest contributor to loss consists of a 156,135 square
foot office property located in Anaheim, California.  The property
is 100% vacant after Cingular Wireless moved out of the building
when their lease expired in September 2009.  A replacement tenant
has not yet been identified.  The asset became real estate owned
in May 2010, and the special servicer is marketing the property
for sale.  The asset's market remains soft, and recent value
estimates indicate losses are likely at disposition.

Fitch downgrades these classes and revises the Outlooks, LS
ratings, and Recovery Ratings as indicated:

  -- $42.5 million class B to 'BBB-sf/LS5' from 'BBB/LS5'; Outlook
     to Stable from Negative;

  -- $21.2 million class C to 'BBsf/LS5' from 'BBB-/LS5'; Outlook
     to Stable from Negative;

  -- $29.2 million class E to 'Bsf/LS5' from 'BB/LS5'; Outlook
     Negative;

  -- $26.5 million class F to 'CCCsf/RR1' from 'B/LS5';

  -- $21.2 million class G to 'CCCsf/RR1' from 'B-/LS5';

  -- $21.2 million class H to 'CCsf/RR5' from 'B-/LS5';

  -- $8 million class J to 'CCsf/RR6' from 'B-/LS5';

  -- $8 million class K to 'Csf/RR6' from 'B-/LS5';

  -- $8 million class L to'Csf/RR6' from 'B-/LS5';

  -- $2.7 million class M to'Csf/RR6' from 'CCC/RR6';

  -- $8 million class N to'Csf/RR6' from 'CCC/RR6';

  -- $2.7 million class O to'Csf/RR6' from 'CC/RR6'.

Fitch also affirms these classes and revises the LS ratings as
indicated:

  -- $11.1 million class A-1 at 'AAAsf/LS1'; Outlook Stable;

  -- $236.8 million class A-2 at 'AAAsf/LS1'; Outlook Stable;

  -- $93.8 million class A-3 at 'AAAsf/LS1'; Outlook Stable;

  -- $92.8 million class A-SB at 'AAAsf/LS1'; Outlook Stable;

  -- $774.3 million class A-4 at 'AAAsf/LS1'; Outlook Stable;

  -- $212.9 million class A-1A at 'AAAsf/LS1' Outlook Stable;

  -- $212.4 million class A-M at 'AAAsf/LS3'; Outlook Stable;

  -- $172.6 million class A-J at 'Asf/LS3'; Outlook to Stable from
     Negative;

  -- $26.5 million class D at 'BBsf/LS5'; Outlook Negative.

Fitch also affirms these non-pooled rake classes:

  -- $40 million class AMP-1 at 'BBB+sf; Outlook Stable;
  -- $48 million class AMP-2 at 'BBBsf'; Outlook Stable;
  -- $27 million class AMP-3 at 'BBB-sf; Outlook Stable.

Fitch withdraws the rating on the interest-only classes XP and XC.


CITIGROUP COMMERCIAL: Moody's Cuts Ratings on 15 2006-C4 Certs.
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 15 classes and
affirmed six classes of Citigroup Commercial Mortgage Trust
Commercial Mortgage Pass-Through Certificates, Series 2006-C4:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on June 30, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2, Affirmed at Aaa (sf); previously on June 30, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-SB, Affirmed at Aaa (sf); previously on June 30, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on June 30, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on June 30, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on June 30, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-M, Downgraded to Aa1 (sf); previously on Oct. 20, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-J, Downgraded to Baa1 (sf); previously on Oct. 20, 2010
     Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Baa3 (sf); previously on Oct. 20, 2010
     A2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Ba2 (sf); previously on Oct. 20, 2010 A3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to B2 (sf); previously on Oct. 20, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to B3 (sf); previously on Oct. 20, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Caa2 (sf); previously on Oct. 20, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Caa3 (sf); previously on Oct. 20, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to Ca (sf); previously on Oct. 20, 2010 B3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to C (sf); previously on Oct. 20, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to C (sf); previously on Oct. 20, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to C (sf); previously on Oct. 20, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. M, Downgraded to C (sf); previously on Oct. 20, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. N, Downgraded to C (sf); previously on Oct. 20, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. O, Downgraded to C (sf); previously on Oct. 20, 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 the existing ratings.

On October 20, 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
8.2% of the current balance.  At last review, Moody's cumulative
base expected loss was 3.0%.  Moody's stressed scenario loss is
21.6% of the current balance.

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

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a 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.

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 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 3% to
$2.191 billion from $2.263 billion at securitization.  The
Certificates are collateralized by 165 mortgage loans ranging in
size from less than 1% to 9% of the pool, with the top ten loans
representing 34% of the pool.  The pool contains one loan,
representing 3.3% of the pool, with an investment grade credit
estimate.  The pool does not contain any defeased loans.

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

One loan has been liquidated from the pool since securitization,
resulting in an aggregate $1.7 million loss (32% loss severity on
average).  The pool had not experienced any realized losses at
last review.  Nineteen loans, representing 8% of the pool, are
currently in special servicing.  The largest specially serviced
loan is the Great Wolf Resorts Portfolio Loan ($61.8 million --
2.8% of the pool), which is secured by two resort properties
totaling 580 rooms.  The properties are located in Sandusky, Ohio
and Lake Delton, Wisconsin.  The loan was transferred to special
servicing in October 2010 due to imminent default, but remains
current.

The remaining specially serviced loans are secured by a mix of
property types.  The master servicer has recognized an aggregate
$64.1 million appraisal reduction for 16 of the specially serviced
loans.  Moody's has estimated an aggregate $94.4 million loss (51%
expected loss on average) for 19 of the specially serviced loans.

Moody's has assumed a high default probability for 17 poorly
performing loans representing 7% of the pool and has estimated an
aggregate $40.2 million loss (25% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2009 operating results for 73%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 103%, compared to 105% at last
full review.  Moody's net cash flow reflects a weighted average
haircut of 11.5% 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 1.29X and 1.00X, respectively, compared to
1.28X and 1.02X 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 43 compared to 49 at Moody's prior full review.

The loan with a credit estimate is the Reckson II Office Portfolio
Loan ($72.0 million -- 3.3% of the pool), which is secured by a
portfolio of seven office properties totaling 915,558 square feet
located in New York (6) and New Jersey (1).  Financial performance
has been stable since securitization.  Moody's current credit
estimate and stressed DSCR are Baa3 and 1.32X, respectively,
compared to Baa3 and 1.40X at last full review.

The top three performing conduit loans represent 19% of the
pool balance.  The largest loan is the ShopKo Portfolio Loan
($189.5 million -- 8.6% of the pool).  The loan is secured by 112
cross-collateralized and cross-defaulted ShopKo retail stores,
located in 12 states, with a total of 10,974,960 square feet.
This loan represents a pari-passu interest in a $516.9 million
first mortgage loan.  Moody's LTV and stressed DSCR are 85% and
1.16X, respectively, compared to 89% and 1.21X at last full
review.

The second largest loan is Olen Pointe Brea Office Park Loan
($128.5 million -- 5.9% of the pool), which is secured by a
637,000 square foot office building located in Brea, California.
The property was 94% leased as of June 2010 compared to 99% at
last review.  Moody's LTV and stressed DSCR are 115% and 0.83X,
respectively, compared to 111% and 0.90X at last full review.

The third largest loan is the Reston Executive Center Loan
($93.0 million -- 4.2% of the pool), which is secured by a 486,000
square foot office complex located in Reston, Virginia.  The
property was 92% leased as of September 2010, essentially the same
as last review.  Moody's LTV and stressed DSCR are 95% and 1.0X,
respectively, compared to 113% and 0.88X at last full review.


CITIGROUP COMMERCIAL: S&P Downgrades Ratings on 10 2008-C7 CMBS
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of commercial mortgage-backed securities from the
Citigroup Commercial Mortgage Trust 2008-C7 transaction.

The downgrade of the class P and Q certificates to 'D (sf)' from
'CCC- (sf)' follows principal losses the classes sustained, which
were reported in the Dec. 10, 2010, remittance report.  The class
P certificates experienced reported losses amounting to 50.9%
($3.5 million) of its $6.937 million opening certificate balance.
The class Q certificate lost 100% of its $4.625 million opening
balance.

The downgrades to the class G, H, J, K, L, M, N, and O
certificates reflect S&P's analysis of the interest shortfalls
that previously affected the transaction.  S&P lowered its ratings
on the class K, L, M, N, and O certificates due to recurring
interest shortfalls that had affected the classes prior to the
most recent liquidations.  Following these liquidations, the
accumulated interest shortfalls on these classes were repaid;
however, S&P expects that interest shortfalls will recur in the
future.  The downgrades to the class G, H, and J certificates
reflect a reduction of available interest to the trust and the
potential that these classes may experience shortfalls in the
future relating to the 14 assets ($217.9 million, 12.3% of the
pool) that are currently with the special servicer.

According to the December 2010 remittance report, the losses
relate to two assets that were with the special servicer, LNR
Partners Inc.

The Courtyard by Marriott - Lyndhurst, NJ asset is a 227-room
limited-service hotel in Lyndhurst, N.J., which had a balance of
$33.9 million and a total exposure of $37.0 million prior to
resolution.  The loan was transferred to LNR on Feb. 16, 2010, due
to payment default.  The trust incurred a $13.7 million realized
loss resulting from a note sale on Nov. 23, 2010.  Based on the
December 2010 remittance report, the loss severity for this loan
was 40.5% of its balance before the sale.

The Courtyard by Marriott - Columbus Airport, OH asset is a 150-
room limited-service hotel in Columbus, Ohio, which had a balance
of $15.2 million and a total exposure of $16.8 million prior to
resolution.  The loan was transferred to LNR on Dec. 11, 2009, due
to payment default.  The trust incurred a $9.2 million realized
loss resulting from a note sale on Nov. 23, 2010.  Based on the
December 2010 remittance report, the loss severity for this loan
was 60.6% of its balance before the sale.

According to the December 2010 remittance report, the collateral
pool for the transaction consisted of 92 loans with an aggregate
trust balance of $1.76 billion, down from 97 loans totaling
$1.85 billion at issuance.  There are 14 loans with the special
servicer totaling $217.9 million (12.3%).  To date, the trust has
experienced losses on five assets totaling $34.9 million.  Based
on the December 2010 remittance report, the weighted average loss
severity for these assets was approximately 50.8%.

                         Ratings Lowered

               Citigroup Commercial Mortgage Trust
  Commercial mortgage pass-through certificates series 2008-C7

                   Rating
                   ------
       Class     To        From      Credit enhancement (%)
       -----     --        ----      ----------------------
       G         B- (sf)   B+ (sf)                   5.04
       H         CCC+ (sf) B (sf)                    3.99
       J         CCC (sf)  B (sf)                    3.08
       K         CCC- (sf) B- (sf)                   2.03
       L         CCC- (sf) B- (sf)                   1.37
       M         CCC- (sf) B- (sf)                   0.98
       N         CCC- (sf) CCC+ (sf)                 0.59
       O         CCC- (sf) CCC (sf)                  0.19
       P         D (sf)    CCC- (sf)                  N/A
       Q         D (sf)    CCC- (sf)                  N/A


CITY OF GLOVERSVILLE: Moody's Affirms 'Ba1' Rating on Debt
----------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on the City
of Gloversville's (NY) $2.4 million of outstanding long-term
general obligation debt secured by the city's unlimited property
tax pledge.

                        Ratings Rationale

The rating reflects the city's limited tax base with low income
levels (70% of US median) and an above-average poverty rate (19.3%
as of 2000 census), manageable debt burden with average payout
(62.5% retired within 10 years) and no significant borrowing
plans, and improved yet still narrow financial position with sales
tax exposure (20% of revenues).

The city's financial position had been very narrow and marked by a
negative fund balance from at least 1999 to 2005.  The city's
lowest deficit equity position occurred at the end of fiscal 2002
when General Fund balance was a negative $1.6 million or a
negative 16.1% of revenues, based upon unaudited results.  The
city's finances incrementally improved and a new financial
management team (started in 2005) aided in the recovery with
larger surpluses occurring in fiscals 2006 and 2007 ($1.1 million
and $772,000, respectively).  These surpluses restored the city's
General Fund balance to $1.4 million or an adequate 10% of
revenues as of fiscal 2007 (unaudited).  The financial improvement
was due to multiple policy and operational changes including: a
change in policy effective January 1, 2005 whereby the county now
makes the city whole on its property tax levy annually; a
revaluation that provided the city with needed property taxing
margin (projected 10% available in 2010 vs.  3% in 2007) that
management has utilized to raise the levy; an increase in the
county's sales tax rate in 2006 resulting in a 0.5% increased
allocation to the city; a change in health care plans that yielded
savings; favorable union contract settlements; and more
conservative budgeting practices.  These changes have helped
reduce the city's risk profile, although the recession has
negatively impacted the city's economically sensitive revenues
resulting in moderate deficits in fiscals 2008 and 2009 and
another projected for fiscal 2010.  Management projects that the
city will be unable to replenish the $660,000 in appropriated
reserves and anticipates the General Fund balance will decline to
a narrow $537,000, or 3.96% of 2009 General Fund revenues.
Despite the narrow reserve position, the 2011 budget includes a
small $75,000 appropriation of fund balance and includes a 8.9%
tax rate increase.  The city continues to be challenged to meet
growing expenditures related to personnel costs with recurring
revenues, despite layoffs and is currently exploring several
options to limit health insurance cost growth and new revenue
enhancements.  Moody's notes that the city remains vulnerable to
sales tax shortfalls (20% of revenues), as the local population
faces significant economic challenges related to the economic
downturn, as well as the likelihood of additional state aid cuts
(21% of revenues) in 2011 and 2012, given ongoing state budget
pressure and Moody's expectation that economic recovery in New
York State (G.O. rated Aa2/stable outlook) will lag that for the
nation.  Future rating reviews will heavily weigh the city's
ability to manage through the current economic downturn, maintain
a stable financial position, and grow reserves in-line with
budgetary growth.

                 What Could Move The Rating Up

  -- Audited results indicating a trend of stabilization of
     financial operations

  -- Growth of reserves, in line with budgetary expansion

  -- Improved liquidity position

                What Could Move The Rating Down

  -- Continued trend of operating deficits
  -- Further deterioration of liquidity and reserve levels

Key Statistics:

  -- 2008 Population: 14,990 (2.7% decrease since 2000)

  -- 2009 Full Valuation: $349 million

  -- 2009 Full Value Per Capita: $23,289

  -- 1999 Per Capita Income (as % of NY and US): $15,207 (65% and
     70%)

  -- 1999 Median Family Income (as % of NY and US): $34,713 (67%
     and 69%)

  -- Direct Debt Burden: 2.5%

  -- Overall Debt Burden: 5.0%

  -- Payout of Principal (10 years): 81.8%

  -- 2002 General Fund balance (unaudited): -$1.6 million (-16.1%
     of General Fund revenues)

  -- 2005 General Fund balance (unaudited): -$670,000 (-5.5% of
     General Fund revenues)

  -- 2007 General Fund balance (unaudited): $1.4 million (10% of
     General Fund revenues)

  -- 2009 General Fund balance (unaudited): $1.2 million (8.8% of
     General Fund revenues)

  -- Parity rated G.O. Debt Outstanding: $2.4 million


CITY OF SANTA CLARA: Moody's Cuts Ratings on Bonds to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 the
City of Santa Clara, Utah's Electric Revenue Bonds.  At this
time, Moody's has also affirmed the enterprise's negative outlook.
The downgrade and negative outlook affect the Electric Revenue
Bonds, Series 1999 (in the approximate amount of $590,000) and
Electric Revenue Bonds, Series 2006 (in the approximate amount
of $3.8 million).

                         Rating Rationale

The Ba1 rating primarily reflects the enterprise's deteriorated
financial position, represented by less than sum sufficient
coverage which is below covenanted levels, uncertainty of future
rate increases and utilization of cash reserves to pay debt
service.

            Limited Rate Increases Yield Weak Coverage

The economic recession and housing downturn have challenged the
growth-oriented city, which had been heavily reliant on impact fee
revenues.  However, since FY 2008 impact fee revenues dropped
significantly and likewise so did annual coverage of debt service.
FY 2008 coverage of annual debt service was below sum sufficient
at a weak 0.8 times.  Although management increased user rates in
November 2008 (FY 2009), a cooler summer and lower usage resulted
in relatively flat revenue growth.  Combined with an increase in
power costs and an increase in annual debt service payments,
coverage again declined to a negative 0.13 times.  Management had
originally projected a substantial increase in FY 2010 operating
revenues derived from increased usage and rate adjustments, but
instead council opted to reduce expenses and postpone adjusting
rates.  As such, coverage of annual debt service improved but only
to 0.42 times (compared to a projected 1.6 times) in FY 2010;
management has utilized once healthy cash reserves to help fund
debt service payments.  For the current fiscal year (2011)
management estimates an increase in usage combined with additional
expense reductions will improve coverage to 1.4 times with very
little dependence on impact fees, though Moody's views these
assumptions as somewhat optimistic given the protracted downturn
in the regional economy.

Management and city council will again review the utility's rate
structure in January 2011.  However, given that council opted not
to adjust rates last year, resulting in a technical default of its
rate covenant, Moody's views the city's recent rate plans as
somewhat speculative.  In order to cover debt service, the
enterprise has used resources normally restricted for capital
outlay but also available debt service (the enterprise's
impact/connection fee reserve) and unrestricted/unreserved
resources.  Fiscal 2007 represented a peak for these resources in
the amount of $3.9 million.  These resources were drawn upon to
make debt service payments beginning in fiscal 2008 and totaled
$1.0 million at the end of FY 2010, which represented more than
two years of annual debt service requirements.  Management
estimates that cash resources will be similar to FY 2010 at the
end of the current fiscal year (2011).

The operating ratio for the enterprise improved but only slightly
from 104% in 2009 to 99% in 2010, providing a thin 1.6% operating
margin (FY 2010).  The enterprise's debt ratio is slightly above
average at 55.1%.

         Growth Slows In Small Community Near St.  George

The electric enterprise serves the City of Santa Clara, a
residential community located just northwest of St.  George (UTGO
rated Aa2) near Interstate 15, which benefited from the rapid
growth associated with the housing boom.  Since the 2000 census,
Santa Clara's population nearly doubled to an estimated 7,500
residents; at the same time, the city experienced significant
residential development and received significant revenues from
development impact fees.  The enterprise benefits from a diverse
power source as a member of the Utah Association of Municipal
Power Systems.  This largely residential customer base (96%) has
grown moderately by size at an average of 3.5% annually between
2005 and 2009, including a below average increase of 0.5% in 2009.
Management has determined existing infrastructure is adequate for
current load levels and management has no additional borrowing
plans.

   Despite Weak Coverage in Recent Years, Debt Service Payments
                   Remitted In Full And On-Time

The enterprise has no plans for additional debt, which has only
been incurred due to growth, which has slowed in recent years.
Routine system improvements are expected to be funded on a pay-as-
you-go basis.  The bonds are scheduled for 100% retirement by
2027.  Key legal provisions include a fully funded debt service
reserve equal to peak annual debt service, a 1.25 times rate
covenant and a similar additional bonds test; however, the Series
2006 bonds' debt service reserve requirement, which is fulfilled
by a surety from CIFG Assurance North America, Inc., is
effectively no longer funded, adding to the utility's credit
weakness.  The system currently has $590,000 of the Series 1999
bonds outstanding and $3.8 million of the Series 2006 bonds
outstanding.

                             Outlook

The negative outlook reflects Moody's expectation that the city's
electric enterprise will remain challenged over the near- to
medium-term in its efforts to stabilize financial operations and
improve debt service coverage and cash levels.  Future reviews
will focus on the city's ability to implement financial
initiatives, including timely rate increases, sufficient to
materially improve coverage and cash levels.

                What could change the rating Up

  -- Sustained coverage levels above rate covenant of 1.25 times
  -- Replenished cash reserves

               What could change the rating Down

  -- Further deterioration of financial operations

  -- Continued technical default relative to rate covenant

  -- Further weakening of debt service coverage and liquidity
     levels

Key Statistics:

  -- Number of accounts (2010): 2,085
  -- 2010 Operating ratio: 98.7%
  -- Annual debt service coverage: 0.42 times
  -- Annual debt service coverage (net impact fees): 0.13 times
  -- Peak debt service coverage: 0.41 times
  -- Debt ratio: 55.1%
  -- Payout of principal (10 years): 52.5%

The last rating action was on December 31, 2009, when the rating
of Baa1 was downgraded to Baa3 with a negative outlook relating to
the City of Santa Clara, Utah's Electric Revenue Bonds, Series
1999 and Series 2006.


COMM COMMERCIAL: Moody's Downgrades Ratings on 17 2006-C8 Certs.
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 17 classes,
confirmed two classes and affirmed six classes of COMM Commercial
Mortgage Pass-Through Certificates, Series 2006-C8:

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

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

  -- Cl. A-3, Affirmed at Aaa (sf); previously on Dec. 22, 2006
     Definitive Rating Assigned Aaa (sf)

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

  -- Cl. XP, Affirmed at Aaa (sf); previously on Dec. 22, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. XS, Affirmed at Aaa (sf); previously on Dec. 22, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Confirmed at Aaa (sf); previously on Oct. 7, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-1A, Confirmed at Aaa (sf); previously on Oct. 7, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-M, Downgraded to Aa3 (sf); previously on Oct. 7, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-J, Downgraded to Ba3 (sf); previously on Oct. 7, 2010
     A2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to B2 (sf); previously on Oct. 7, 2010 A3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to B3 (sf); previously on Oct. 7, 2010 Baa1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Caa1 (sf); previously on Oct. 7, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Caa2 (sf); previously on Oct. 7, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Caa3 (sf); previously on Oct. 7, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Ca (sf); previously on Oct. 7, 2010 Ba2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to C (sf); previously on Oct. 7, 2010 Ba3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to C (sf); previously on Oct. 7, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to C (sf); previously on Oct. 7, 2010 B3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to C (sf); previously on Oct. 7, 2010 Caa1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. M, Downgraded to C (sf); previously on Oct. 7, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. N, Downgraded to C (sf); previously on Oct. 7, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. O, Downgraded to C (sf); previously on Oct. 7, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. Q, Downgraded to C (sf); previously on Oct. 7, 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 confirmations and affirmations
are due to key parameters, including Moody's loan to value ratio,
Moody's stressed debt service coverage ratio and the Herfindahl
Index, remaining within acceptable ranges.  Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.

On October 7, 2010, Moody's placed 19 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
10.3% of the current balance.  At last review, Moody's cumulative
base expected loss was 5.9%.  Moody's stressed scenario loss is
24.1% of the current balance.

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

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a 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 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 36 compared to 42 at last full review.

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

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 December 10, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 6% to
$3.542 billion from $3.778 billion at securitization.  The
Certificates are collateralized by 167 mortgage loans ranging in
size from less than 1% to 10% of the pool, with the top ten loans
representing 36% of the pool.  No loans have defeased.  The pool
includes one loan, representing 3% of the pool, with an investment
grade credit estimate.

Fifty-one loans, representing 36% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council monthly reporting package.  As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Seven loans have been liquidated from the pool since
securitization, resulting in a $28.7 million loss (45% loss
severity on average).  The pool had not experienced any realized
losses at last review.  Twenty-two loans, representing 14% of
the pool, are currently in special servicing.  The largest loan
in special servicing is the Morgan Resort Portfolio Loan
($73.5 million -- 2.1% of the pool) which is secured by 9,712
mobile home sites in 12 separate mobile home parks across nine
states.  This loan was transferred to special servicing November
2009 and was recently modified to include separate A and B notes.
The master servicer recognized a $14.4 million appraisal reduction
for this loan in November 2010.  The second largest specially
serviced loan is the Empirian Chesapeake Loan ($63 million -- 1.8%
of the pool) which is secured by a 374-unit multi-family property
located in Chesapeake, Virginia.  The loan was transferred to
special servicing April 2010 due to imminent default and is
presently delinquent.  The master servicer recognized an appraisal
reduction of $18.1 million for this loan in November 2010.

The remaining six specially serviced loans are secured by a mix of
property types.  The master servicer has recognized an aggregate
$134.2 million appraisal reduction for 24 of the specially
serviced loans.  Moody's has estimated an aggregate $170.9 million
loss (34% expected loss on average) for all of the specially
serviced loans.

Moody's has assumed a high default probability for 19 poorly
performing loans representing 9% of the pool and has estimated a
$56.6 million loss (18% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2009 operating results for 84%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 119% compared to 109% at Moody's
prior full review.  Moody's net cash flow reflects a weighted
average haircut of 13.6% 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 1.33X and 0.90X, respectively, compared to
1.28X and 0.91X 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 loan with a credit estimate is the First City Tower Loan
($93 million -- 2.6% of the pool), which is secured by a
1.3 million square foot office building located in downtown
Houston, Texas.  The building's major tenant is Vinson & Elkins
which leases 29% of the property's office space through 2021.  The
loan is interest-only throughout the term.  Performance has
improved since Moody's last full review.  Moody's current credit
estimate and stressed DSCR are A3 and 1.74X, respectively,
compared to Baa3 and 1.64X at last full review.

The top three performing conduit loans represent 21% of the
pool balance.  The largest loan is the Mall of America Loan
($345 million -- 9.6% of the pool), which represents a 45.7% pari-
passu interest in a first mortgage loan totaling $755 million.
The loan is secured by the borrower's interest in a 2.8 million SF
enclosed super-regional shopping mall/entertainment complex
located in Bloomington, Minnesota.  The mall is anchored by
Macy's, Bloomingdales, Nordstrom and Sears and a variety of
entertainment venues.  Financial performance has improved since
last full review.  Moody's LTV and stressed DSCR are 89% and
0.94X, respectively, compared to 98% and 0.90X at last review.

The second largest loan is the Four Allen Center Loan
($240 million -- 6.7% of the pool), which is secured by a
1.2 million SF Class A office building located in Houston, Texas.
Leasing has been stabilized with Chevron taking full occupancy of
the building as their headquarters space through January 2019.
Moody's LTV and stressed DSCR are 123% and 0.77X, respectively,
compared to 120% and 0.83X at last full review.

The third largest loan is the EZ Storage Portfolio Loan
($150.0 million -- 4.2% of the pool), which represents a 50.0%
pari-passu interest in a $300.0 million first mortgage loan.  The
loan is secured by 48 self storage properties located in six
states.  Approximately 50% of the properties are located in the
Detroit, Michigan metro area.  Property performance has declined
due to increasing operating expenses.  Moody's LTV and stressed
DSCR are 174% and 0.59X, respectively, compared to 128% and 0.8X
at last full review.


CREDIT SUISSE: Moody's Downgrades Ratings on 2004-C1 Certs.
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of ten classes
affirmed eight classes of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2004-C1:

  -- Cl. A-3, Affirmed at Aaa (sf); previously on March 22, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on March 22, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-Y, Affirmed at Aaa (sf); previously on March 22, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-X, Affirmed at Aaa (sf); previously on March 22, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-SP, Affirmed at Aaa (sf); previously on March 22, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. B, Affirmed at Aa1 (sf); previously on Jan 24, 2007
     Upgraded to Aa1 (sf)

  -- Cl. C, Affirmed at Aa3 (sf); previously on March 22, 2004
     Definitive Rating Assigned Aa3 (sf)

  -- Cl. D, Affirmed at A2 (sf); previously on March 22, 2004
     Definitive Rating Assigned A2 (sf)

  -- Cl. E, Downgraded to Baa1 (sf); previously on Oct. 13, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Baa3 (sf); previously on Oct. 13, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Ba3 (sf); previously on Oct. 13, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to B3 (sf); previously on Oct. 13, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to Caa3 (sf); previously on Oct. 13, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to C (sf); previously on Oct. 13, 2010 Ba2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to C (sf); previously on Oct. 13, 2010 Ba3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. M, Downgraded to C (sf); previously on Oct. 13, 2010 B1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. N, Downgraded to C (sf); previously on Oct. 13, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. O, Downgraded to C (sf); previously on Oct. 13, 2010 Caa1
     (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from actual and anticipated losses from specially
serviced and troubled loans and interest shortfalls.

The affirmations are due to key parameters, including Moody's loan
to value 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 ten classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
5.4% of the current balance.  At last review, Moody's cumulative
base expected loss was 2.4%.  Moody's stressed scenario loss is
12.4% of the current balance.

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

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

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

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

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

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 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 28% to
$1.17 billion from $1.62 billion at securitization.  The
Certificates are collateralized by 232 mortgage loans ranging in
size from less than 1% to 11% of the pool, with the top ten loans
representing 33% of the pool.  Eighteen loans, representing 10% of
the pool, have defeased and are collateralized by U.S. Government
securities.  The pool includes two loans, representing 19% of the
pool, with investment grade credit estimates and 60 residential
coop loans, representing 12% of the pool.

Thirty-eight loans, representing 11% of the pool, are on the
master servicer's watchlist.  The watchlist includes loans which
meet certain portfolio review guidelines established as part of
the CRE Finance Council monthly reporting package.  As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Eight loans have been liquidated from the trust since
securitization, resulting in an aggregate $9.4 million loss (26%
loss severity on average).  The pool had experienced aggregate
realized losses of $2.2 million at last review.  Thirteen loans,
representing 7% of the pool, are currently in special servicing.
The largest specially serviced loan is the Claremore Apartment
Homes Loan ($20.7 million -- 1.8% of the pool), which is secured
by a 332 unit multifamily complex located in San Antonio, Texas.
The loan was transferred to special servicing in October 2007 for
monetary default.  The remaining 12 specially serviced loans are
secured by a mix of property types.  The master servicer has
recognized an aggregate $28.4 million appraisal reduction for six
of the remaining specially serviced loans.  Moody's has estimated
an aggregate $42.1 million loss (52% expected loss on average) for
all of the specially serviced loans.

Moody's has assumed a high default probability for 15 poorly
performing loans representing 4% of the pool and has estimated an
aggregate $9.5 million loss (20% expected loss based on a 50%
probability of default) from these troubled loans.

Based on the most recent remittance statement, Classes K 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 exposure to
specially serviced loans.  Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal entitlement reductions and extraordinary trust expenses.

Moody's was provided with full year 2009 operating results for 92%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV for the conduit component is 84%
compared to 94% at Moody's prior full review.  Moody's net cash
flow reflects a weighted average haircut of 10.9% to the most
recently available net operating income.  Moody's value reflects a
weighted average capitalization rate of 9.4%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs for the performing conduit loans are 1.47X and
1.34X, respectively, compared to 1.36X and 1.20X 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 60, compared to 42 at Moody's prior review.

The largest loan with an investment grade credit estimate is the
Bay Plaza Community Center Loan ($127.5 million -- 10.9% of the
pool), which is secured by a mixed use development consisting of a
385,000 square foot retail component and a 125,000 SF office
component.  The property is located in the Bronx, New York.  The
property was 83% leased as of June 2010 compared to 95% at last
review.  Performance has deteriorated slightly due to the increase
in vacancy and decrease in revenues but has been offset by 10%
amortization since securitization.  Moody's credit estimate and
stressed DSCR are Baa3 and 1.30X, respectively, compared to Baa3
and 1.27X at last review.

The second loan with a credit estimate is the Beverly Center Loan
($93.0 million -- 7.9% of the pool), which represents a 32.6% pari
passu interest in a first mortgage loan.  The property was also
encumbered by a non-pooled $41.0 million B Note at securitization.
The loan is secured by a leasehold interest in an 855,000 SF
regional mall located in Los Angeles, California.  The mall is
anchored by Bloomingdale's, Macy's Men Store and Bed Bath &
Beyond.  The mall's in-line space was 85% leased as of June 2010
compared to 93% at last review.  Performance has deteriorated
slightly due to the increase in vacancy and decrease in revenues
but has been offset by 7% amortization since securitization.
Moody's credit estimate and stressed DSCR are A2 and 1.45X,
respectively, compared to A2 and 1.40X at last review.

The top three performing conduit loans represent 6% of the pool
balance.  The largest loan is the Northfield Square Mall Loan
($27.6 million -- 2.4% of the pool), which is secured by a 558,000
SF regional mall located in Bourbonnais, Illinois.  The center is
anchored by Sears, J.C. Penney and Carson Pirie Scott.  The mall
was 87% leased as of June 2010.  The loans has amortized 14% since
securitization.  Moody's LTV and stressed DSCR are 91% and 1.12X,
respectively, compared to 95% and 1.08X at last review.

The second largest loan is the Canterbury Apartments Loan
($23.0 million -- 2.0% of the pool), which is secured by a 480
unit multifamily complex located in Nashua, New Hampshire.  The
property was 81% leased as of September 2010.  Property
performance has declined due to an increase in vacancy and
decrease in base rent.  Moody's LTV and stressed DSCR are 89% and
1.12X, respectively, compared to 73% and 1.37X at last review.

The third largest loan is the Bristol Park at Encino Commons
Apartments Loan ($22.3 million -- 1.9% of the pool), which is
secured by a 324 unit multifamily property located in San Antonio,
Texas.  The property was 94% leased as of June 2010, compared to
81% at last review.  Property performance improved in 2010 due to
an increase in occupancy and base rent.  The loan is on the
servicer's watchlist due to low debt service coverage.  Moody's
LTV and stressed DSCR are 140% and 0.64X, respectively, compared
to 163% and 0.55X at last review.


CREDIT SUISSE: Moody's Downgrades Ratings on 14 2004-C5 Certs.
--------------------------------------------------------------
Moody's Investors Service downgraded the rating of 14 classes and
affirmed seven classes of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2004-C5:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on May 25, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on May 25, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-AB, Affirmed at Aaa (sf); previously on May 25, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on May 25, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1-A, Affirmed at Aaa (sf); previously on May 25, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-X, Affirmed at Aaa (sf); previously on May 25, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-SP, Affirmed at Aaa (sf); previously on May 25, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-J, Downgraded to Aa2 (sf); previously on Nov. 4, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to A2 (sf); previously on Nov. 4, 2010 Aa2
      (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Baa1 (sf); previously on Nov. 4, 2010
     Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Baa3 (sf); previously on Nov. 4, 2010 A2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Ba2 (sf); previously on Nov. 4, 2010 A3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to B1 (sf); previously on Nov. 4, 2010 Baa2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to B3 (sf); previously on Nov. 4, 2010 Ba1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to Caa2 (sf); previously on Nov. 4, 2010 B1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to Caa3 (sf); previously on Nov. 4, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to Ca (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 Caa2
     (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 actual 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 November 4, 2010, Moody's placed 14 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
6.7% of the current balance.  At last review, Moody's cumulative
base expected loss was 4.7%.  Moody's stressed scenario loss is
19.5% 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 expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

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

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

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 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 16% to
$1.58 billion from $1.87 billion at securitization.  The
Certificates are collateralized by 202 mortgage loans ranging in
size from less than 1% to 20% of the pool, with the top ten loans
representing 41% of the pool.  Eight loans, representing 3% of the
pool, have defeased and are collateralized by U.S. Government
securities.  There are no loans with investment grade credit
estimates.

Forty-six loans, representing 43% 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 trust since
securitization, resulting in an aggregate $9.0 million loss (21%
loss severity on average).  The pool had experienced a $32,900
realized loss at last review.  Eleven loans, representing 4% of
the pool, are currently in special servicing.  None of the
specially serviced loans represent more than 1% of the pool and
are secured by a mix of property types.  The master servicer has
recognized an aggregate $17.7 million appraisal reduction for ten
of the specially serviced loans.  Moody's has estimated an
aggregate $31 million loss (51% 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 8% of the pool and has estimated an
aggregate $31.2 million loss (27% expected loss based on a 56%
probability of default) from these troubled loans.

Moody's was provided with full year 2009 operating results for 95%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV for the conduit component is 97%
compared to 101% at Moody's prior full review.  Moody's net cash
flow reflects a weighted average haircut of 10.5% to the most
recently available net operating income.  Moody's value reflects a
weighted average capitalization rate of 8.8%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs for the performing conduit loans are 1.29X and
1.03X, respectively, compared to 1.30X and 1.0X 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 20, compared to 24 at Moody's prior review.

The top three performing conduit loans represent 27% of the pool
balance.  The largest loan is the Time Warner Retail Loan
($308.2 million -- 19.6% of the pool), which is secured by a
343,000 square feet retail center located at Columbus Circle
between West 58th and West 60th Street in New York City.  The
largest tenants are Whole Foods (17% of the net rentable area;
lease expiration January 2024), Equinox (12% of the NRA; lease
expiration February 2019) and Borders Books (8% of the NRA; lease
expiration February 2019).  The property was 99% leased as of
September 2010 compared to 97% at last review.  Although occupancy
has been stable, property performance is below original
expectations due to increased operating expenses.  The loan was
interest-only for three years.  The loan is on the servicer's
watchlist because the DSCR dropped below 1.20x when the loan began
to amortize in January 2008.  The loan sponsor is Related
Companies LP and Apollo Real Estate Advisors.  Moody's LTV and
stressed DSCR are 108% and 0.80X, respectively, compared to 101%
and 0.85X at last review.

The second largest loan is the 275 Madison Avenue Loan
($68.6 million -- 4.4% of the pool), which is secured by a 306,000
SF office building located in midtown Manhattan.  The property was
96% leased as of September 2010, the same as at last review.
Performance has improved since last review due to an increase in
base rent.  Moody's LTV and stressed DSCR are 79% and 1.16X,
respectively, compared to 100% and 0.92X at last review.

The third largest loan is the AT&T Consumer Services Headquarters
Loan ($55.4 million -- 3.5% of the pool), which is secured by a
387,000 SF office building located in Morris Township, New Jersey.
The property is 100% leased to AT&T Consumer Services (AT&T Corp.,
Moody's senior unsecured rating - A2, negative outlook) through
September 2014.  AT&T has been in the building since it was built
in 1979 and has renewed its lease multiple times.  The loan was
interest only until its anticipated repayment date of October
2009.  The loan is on the servicer's watchlist for missing its ARD
but is performing.  The final maturity date is October 2034.
Although property performance has been stable, Moody's stressed
the cash flow because of concerns that AT&T's relatively short
remaining lease term may impact refinancing of the loan.  Moody's
LTV and stressed DSCR are 125% and 0.78X, respectively, compared
to 134% and 0.73X at last review.


CSFB ADJUSTABLE: Moody's Downgrades Ratings on Four Tranches
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 4 tranches
from one transaction issued by CSFB Adjustable Rate Mortgage Trust
2005-6A.

Complete Rating Actions are:

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-6A

  -- Cl. 2-A-1, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 A1 (sf) Placed Under Review for Possible Downgrade

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

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

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

                        Ratings Rationale

The collateral backing the transaction consists of Option ARM
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
and 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.


CSFB HOME: Moody's Downgrades Ratings on 11 Tranches
----------------------------------------------------
Moody's Investors Service has downgraded the ratings of eleven
tranches and confirmed the ratings of four tranches from four RMBS
transactions issued by CSFB Home Equity Trusts.  The collateral
backing these deals primarily consists of closed end second lien
loans.

                        Ratings Rationale

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

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

In addition, the CSFB Home Equity Pass-Through Certificates,
Series 2004-5 and 2004-6 transactions have a significant
percentage of balloon loans.  At the end of the balloon period all
outstanding principal is due.  Should the borrower be unable to
refinance, the borrower will default.  This is an added risk at
the tail end of the transaction's life.  Some of the loans in
these transactions benefit from mortgage insurance from Old
Republic Insurance Co. (rated A1).

If expected losses on the each of the collateral pools were to
increase by 10%, model implied results indicate that most of the
deals' ratings would remain stable, with the exception of Class M-
2 from Credit Suisse First Boston Mortgage Acceptance Corp.
Series 2002-HI23, for 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: Credit Suisse First Boston Mortgage Acceptance Corp.
Series 2002-HI23

  * Expected Losses (as a % of Original Balance): 11%

  -- Cl. M-2, Downgraded to Baa2 (sf); previously on March 18,
     2010 A2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-1, Confirmed at B1 (sf); previously on March 18, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

Issuer: CSFB Home Equity Pass-Through Certificates, Series 2004-5

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

  -- Cl. M-1, Downgraded to Ba2 (sf); previously on March 18, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1 (sf); previously on March 18,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

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

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

Issuer: CSFB Home Equity Pass-Through Certificates, Series 2004-6

  * Expected Losses (as a % of Original Balance): 11%

  -- Cl. M-2, Downgraded to B1 (sf); previously on March 18, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. M-4, Downgraded to C (sf); previously on March 18, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

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

Issuer: CSFB Mortgage Pass-Through Certificates, Series 2001-S6

  -- Cl. B-1, Confirmed at Aa2 (sf); previously on March 18, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. XB-1, Confirmed at Aa2 (sf); previously on March 18, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 (sf); previously on March 18,
     2010 B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. XB-2, Downgraded to Caa1 (sf); previously on March 18,
     2010 B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-P, Confirmed at Aaa (sf); previously on March 18, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade


DRYDEN XVI-LEVERAGED: Moody's Raises Ratings on Various Notes
-------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by Dryden XVI-Leveraged Loan CDO
2006:

  -- US$375,000,000 Class A-1 Senior Secured Floating Rate Notes
     Due October 20, 2020 (current outstanding balance of
     $358,219,141.24), Upgraded to Aa2 (sf); previously on
     August 14, 2009 Downgraded to Aa3 (sf);

  -- US$20,000,000 Class A-2 Senior Secured Floating Rate Notes
     Due October 20, 2020, Upgraded to A2 (sf); previously on
     August 14, 2009 Downgraded to Baa1 (sf);

  -- US$32,500,000 Class B Mezzanine Secured Deferrable Floating
     Rate Notes Due October 20, 2020, Upgraded to Baa3 (sf);
     previously on August 14, 2009 Downgraded to Ba2 (sf);

  -- US$16,250,000 Class C Mezzanine Secured Deferrable Floating
     Rate Notes Due October 20, 2020, Upgraded to Ba3 (sf);
     previously on August 14, 2009 Downgraded to B2 (sf);

  -- US$17,500,000 Class D Mezzanine Secured Deferrable Floating
     Rate Notes Due October 20, 2020, Upgraded to Caa2 (sf);
     previously on November 23, 2010 Ca (sf) Placed Under Review
     for Possible Upgrade.

                        Ratings Rationale

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

Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor) and a decrease in the proportion
of securities from issuers rated Caa1 and below.  In particular,
as of the latest trustee report dated November 10, 2010, the
weighted average rating factor is currently 2480 compared to 2810
in the July 2009 report, and securities rated Caa1 or lower make
up approximately 6.64% of the underlying portfolio versus 13.31%
in July 2009.  Additionally, defaulted securities total about $9.4
million of the underlying portfolio compared to $31.4 million in
July 2009.

The overcollateralization ratios of the rated notes have also
improved since the rating action in August 2009.  The Class A,
Class B, Class C and Class D overcollateralization ratios are
reported at 124.06%, 114.24%, 109.9% and 105.57%, respectively,
versus July 2009 levels of 114.57%, 105.77%, 101.83% and 97.88%,
respectively, and all related overcollateralization tests are
currently in compliance.  Moody's also notes that the Class C and
Class D Notes are no longer deferring interest and that all
previously deferred interest has been paid in full.
Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers.  In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds of $467.5 million, defaulted par of $9.4 million,
weighted average default probability of 26.06% (implying a WARF of
3350), a weighted average recovery rate upon default of 42.5%, and
a diversity score of 65.  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.

Dryden XVI-Leveraged Loan CDO 2006, issued in December 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

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% (2680)

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

Moody's Adjusted WARF + 20% (4020)

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

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% (44.5%)

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

Moody's Adjusted WARR - 2% (40.5%)

  -- Class A-1: 0
  -- Class A-2: 0
  -- Class B: -1
  -- Class C: 0
  -- Class D: -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) 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.  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.  Additionally, however, in light of the large
   positive difference between the reported and covenant levels
   for weighted average spread, Moody's believes that the
   manager's ability to deteriorate these collateral quality
   metrics is more limited.  As a result, Moody's base case
   analysis incorporates the impact of assuming the midpoint of
   reported and covenanted values for the weighted average spread.


FIRST DATA: S&P Assigns 'B-' Rating to Various Classes of Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B-' issue rating with a '5' recovery rating to First Data Corp.'s
(B/Stable/--) $2 billion of 8.25% second-lien cash-pay notes due
2021, $1 billion $8.75% second-lien pay-in-kind-toggle notes due
2022, and $3 billion 12.625% unsecured cash-pay notes due 2021.
The '5' recovery rating indicates lenders can expect modest (10%-
30%) recovery in the event of payment default.

The company exchanged a portion of its existing 9.875% senior
notes due 2015 and 10.55% senior notes due 2015.  The debt
exchange was par-for-par and did not alter the total amount of
debt outstanding, and therefore, in S&P's view, does not affect
First Data's corporate credit rating or outlook.  The exchange did
not include first-lien debt, and therefore will not affect the
recovery ratings on First Data's first-lien debt.

Under S&P's default analysis, there is insufficient collateral to
fully cover First Data's first-lien debt.  As a result, the
remaining value of the company (generated by non-U.S. assets and
not pledged) would be shared pari passu among the uncovered
portion of first-lien debt, new second-lien debt, and new and
existing unsecured debt.  The combined amount of new second-lien
and new and existing unsecured debt remains the same.  Therefore,
S&P will not differentiate between the recovery ratings on the
second-lien debt and the unsecured debt, and the recovery rating
on First Data's unsecured debt will remain unchanged.

                           Ratings List

                         First Data Corp.

          Corporate Credit Rating          B/Stable/--

                        Ratings Assigned

                        First Data Corp.

               $2 bil 8.25% Second-Lien
                cash-pay nts due 2021           B-
                 Recovery Rating                5
               $1 bil $8.75% Second-Lien
                PIK-toggle nts due 2022         B-
                 Recovery Rating                5
               $3 bil 12.625% Unsecured
                cash-pay nts due 2021           B-
                 Recovery Rating                5


FIRST UNION: Moody's Upgrades Ratings on 2001-C1 Certificates
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
downgraded six classes and affirmed nine classes of First Union
National Bank - Bank of America, N.A. Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2001-C1:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on March 30, 2001
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2F, Affirmed at Aaa (sf); previously on March 30, 2001
     Assigned Aaa (sf)

  -- Cl. IO-I, Affirmed at Aaa (sf); previously on March 30, 2001
     Definitive Rating Assigned Aaa (sf)

  -- Cl. IO-II, Affirmed at Aaa (sf); previously on March 30, 2001
     Definitive Rating Assigned Aaa (sf)

  -- Cl. IO-III, Affirmed at Aaa (sf); previously on March 30,
     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 July 23, 2009
     Confirmed at Aaa (sf)

  -- Cl. D, Upgraded to Aaa (sf); previously on July 23, 2009
     Confirmed at Aa1 (sf)

  -- Cl. E, Upgraded to Aaa (sf); previously on July 23, 2009
     Confirmed at Aa3 (sf)

  -- Cl. F, Affirmed at A1 (sf); previously on July 23, 2009
     Confirmed at A1 (sf)

  -- Cl. G, Affirmed at Baa1 (sf); previously on July 23, 2009
     Confirmed at Baa1 (sf)

  -- Cl. H, Downgraded to B1 (sf); previously on July 23, 2009
     Confirmed at Baa3 (sf)

  -- Cl. J, Downgraded to Ca (sf); previously on July 23, 2009
     Downgraded to Ba3 (sf)

  -- Cl. L, Downgraded to C (sf); previously on July 23, 2009
     Downgraded to Caa1 (sf)

  -- Cl. M, Downgraded to C (sf); previously on July 23, 2009
     Downgraded to Caa2 (sf)

  -- Cl. N, Downgraded to C (sf); previously on July 23, 2009
     Downgraded to Ca (sf)

  -- Cl. O, Downgraded to C (sf); previously on July 23, 2009
     Downgraded to Ca (sf)

                        Ratings Rationale

The upgrades are due to increased credit subordination levels
resulting from paydowns and amortization.  The pool has paid down
69% since Moody's prior review.  The downgrades are due to higher
expected losses resulting from realized and anticipated losses
from specially serviced and troubled loans, interest shortfalls
and refinancing risk.  Thirty-four loans, representing 52% of the
pool, mature within the next six months.  Eleven of these loans,
representing 21% of the pool, have a Moody's stressed debt service
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 their
current ratings.

Moody's rating action reflects a cumulative base expected loss of
12.3% of the current balance.  At last review, Moody's cumulative
base expected loss was 5.6%.  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 expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

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

Moody's 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 15 compared to 7 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also generally
employs the large loan/single borrower methodology.  Moody's did
not employ its large loan methodology for reviewing this
transaction despite the low Herf Index.  Moody's did not employ
this methodology in the review of this deal despite the low Herf
Index due to a significant increase in credit subordination since
Moody's last review.  Due to the high percentage of loans in
special servicing, Moody's analysis was largely based on a loss
and recovery analysis.  The conduit component only represents 29%
of the pool.  Moody's incorporated additional stresses in Moody's
cash flow analysis of the conduit component to offset the decline
in loan diversity.

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

Moody's 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 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 76% to
$310.1 million from $1.31 billion at securitization.  The
Certificates are collateralized by 46 mortgage loans ranging in
size from less than 1% to 12% of the pool, with the top ten non-
defeased loans representing 40% of the pool.  Eleven loans,
representing 37% of the pool, have defeased and are collateralized
by U.S. Government securities.  Since the November distribution
date five loans (11% of the pool)) have paid off.  Moody's has
incorporated the increased subordination due to paydowns in its
analysis.

Twenty loans, representing 41% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council monthly reporting package.  As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Twenty loans have been liquidated from the pool, resulting in an
aggregate realized loss of $66.9 million (40% loss severity on
average).  At last review the pool had experienced aggregate
realized losses of $30.2 million.  Fifteen loans, representing 22%
of the pool, are currently in special servicing.  The largest
specially serviced loan is the Mercer Yale Office Building loan
($15.2 million, 4.9% of the pool), which is secured by a 96,204
square foot office building located in Seattle, Washington.  The
loan is in special servicing due to maturity default but it's
performing.  The property is 100% leased by the Bill & Melinda
Foundation through June 2012.  No losses are estimated at this
time for this loan.  Moody's LTV and stressed DSCR are 95% and
1.19X, respectively, compared to 99% and 1.15X at last review.

The remaining 14 specially serviced loans are secured by a mix of
property types.  The master servicer has recognized appraisal
reductions totaling $6.1 million for four of the specially
serviced loans.  Moody's has estimated an aggregate $22.1 million
loss (42% expected loss on average) for the specially serviced
loans.

Moody's has assumed a high default probability for six poorly
performing loans representing 13% of the pool and has estimated an
aggregate $9.3 million loss (23% expected loss based on a 77%
probability default) from these troubled loans.

Based on the most recent remittance statement, Classes J through
Q have experienced cumulative interest shortfalls totaling
$1.5 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 entitlement reductions and extraordinary trust expenses.

Moody's was provided with full year 2009 and partial year 2010
operating results for 99% and 70% of the pool, respectively,
excluding defeasance and non-performing specially serviced loans.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 95% compared to 78% 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 10.0%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.15X and 1.23X, respectively, compared to
1.37X and 1.46X 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 conduit loans represent 20% of the pool
balance.  The largest loan is the EmeryTech loan ($36.0 million --
11.6%), which is secured by a 224,000 square foot office building
located in Emeryville, California.  In February 2010 the loan was
returned from special servicing after being modified.  The loan's
maturity was extended to December 2015.  Currently, the loan is on
the master servicer's watchlist due to low DSCR.  The property's
recent performance has been impacted by a decline in occupancy due
to lease expirations and several early terminations due to
business failures.  Leasing as of October 2010 has improved to 92%
due to a new lease with Clif Bar for 52% of the NRA.  Moody's
analysis of this loan reflects a stabilized occupancy.  Moody's
LTV and stressed DSCR are 129% and 0.88X, respectively, compared
to 194% and 0.59X at last review.

The second largest loan is the Palisades Apartments Loan
($13.4 million -- 4.3% of the pool), which is secured by a 281-
unit multifamily property located in Las Vegas, Nevada.  The loan
is on the master servicer watchlist due to maturity default and
low DSCR.  The loan matured on September 1, 2010.  The property's
performance has declined significantly since last review due to
the softness in the Las Vegas multifamily market.  Moody's
considers this loan to be a high default risk and has identified
it as a troubled loan.  Moody's LTV and stressed DSCR are 137% and
0.75X, respectively, compared to 87% and 1.12X at last review.

The third largest loan is the Tripp Industrial Loan ($11.3 million
-- 3.6% of the pool), which is secured by nine warehouse buildings
(837,000 square feet) located in Greenville, North Carolina.  The
portfolio is 100% leased to Gander Mountain through August 2011.
The loan matures in January 2011 and the loan is on the master
servicer watchlist due to upcoming maturity.  Moody's considers
this loan to be a high default risk and has identified it as a
troubled loan.  Moody's LTV and stressed DSCR are 135% and 0.84X,
respectively, compared to 126% and 0.9X at last review.


FIRST UNION: Moody's Takes Rating Actions on 2002-C1 Certs.
-----------------------------------------------------------
Moody's Investors Service upgraded the rating of three classes,
affirmed seven classes and downgraded four classes of First Union
National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2002-C1:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on Feb. 25, 2002
     Definitive Rating Assigned Aaa (sf)

  -- Cl. IO-I, Affirmed at Aaa (sf); previously on Feb. 25, 2002
     Definitive Rating Assigned Aaa (sf)

  -- Cl. B, Affirmed at Aaa (sf); previously on Sept. 27, 2005
     Upgraded to Aaa (sf)

  -- Cl. C, Affirmed at Aaa (sf); previously on April 12, 2007
     Upgraded to Aaa (sf)

  -- Cl. D, Upgraded to Aaa (sf); previously on Dec. 20, 2007
     Upgraded to Aa1 (sf)

  -- Cl. E, Upgraded to Aaa (sf); previously on April 7, 2008
     Upgraded to Aa2 (sf)

  -- Cl. F, Upgraded to Aa3 (sf); previously on April 7, 2008
     Upgraded to A2 (sf)

  -- Cl. G, Affirmed at Baa1 (sf); previously on April 7, 2008
     Upgraded to Baa1 (sf)

  -- Cl. H, Affirmed at Ba1 (sf); previously on Feb. 25, 2002
     Definitive Rating Assigned Ba1 (sf)

  -- Cl. J, Affirmed at Ba2 (sf); previously on Feb. 25, 2002
     Definitive Rating Assigned Ba2 (sf)

  -- Cl. K, Downgraded to B1 (sf); previously on Feb. 25, 2002
     Definitive Rating Assigned Ba3 (sf)

  -- Cl. L, Downgraded to Caa1 (sf); previously on April 7, 2008
     Downgraded to B2 (sf)

  -- Cl. M, Downgraded to Ca (sf); previously on April 7, 2008
     Downgraded to Caa2 (sf)

  -- Cl. N, Downgraded to C (sf); previously on April 7, 2008
     Downgraded to Ca (sf)

                        Ratings Rationale

The upgrades are due to a significant increase in subordination
levels since Moody's last review and overall improved pool
performance.  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
1.6% of the current balance.  Moody's stressed scenario loss is
5.1% of the current balance.

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

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a 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 uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 27 compared to 51 at last review.

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

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 December 13, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 26% to
$536.8 million from $631.9 million at securitization.  The
Certificates are collateralized by 85 mortgage loans ranging in
size from less than 1% to 6% of the pool, with the top ten loans
representing 30% of the pool.  Twenty-six loans, representing 38%
of the pool, have defeased and are collateralized by U.S.
Government securities.  There are no loans with credit estimates.

Fifteen loans, representing 10% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council monthly reporting package.  As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Nine loans have been liquidated from the pool since
securitization, resulting in an $18.7 million loss (53% loss
severity on average).  The pool had experienced aggregate losses
of $13.7 million at last review.  Currently, there are no loans in
special servicing.

Moody's has assumed a high default probability for one poorly
performing loan representing 2% of the pool and has estimated a
$2.6 million loss (20% expected loss based on a 50% probability
default) from this troubled loan.

Moody's was provided with full year 2009 operating results for 55%
of the pool's non-defeased loans.  Excluding the troubled loan,
Moody's weighted average LTV is 78% compared to 80% 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 9.7%.

Excluding the troubled loan, Moody's actual and stressed DSCRs are
1.40X and 1.43X, respectively, compared to 1.39X and 2.05X 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 loans represent 14% of the pool balance.  The
largest loan is the Wilshire Union Center Loan ($30.4 million --
5.7% of the pool), which is secured by a 215,500 square foot power
center located in Los Angeles, California.  The center is anchored
by Home Depot, Food-4-Less and Rite Aid.  The property was 100%
leased as of June 2010, the same as last review.  This loan has
amortized 6% since last review.  Moody's LTV and stressed DSCR are
78% and 1.29X, respectively, compared to 85% and 1.18X at last
review.

The second largest loan is the Promenade Loan ($24.9 million --
4.6% of the pool), which is secured by a 352,000 SF power center
located in Garden Grove, California.  Anchor tenants include Regal
Cinemas, 24 Hour fitness and Marshall's.  The property's financial
performance has declined since last review due to decreased
occupancy -- the property was 80% leased as of June 2010 compared
to 96% at last review.  An offset to lower financial performance
is the 4% amortization since last review.  Moody's LTV and
stressed DSCR are 60% and 1.81X, respectively, compared to 65% and
1.67X at last review.

The third largest loan is the U-Hall Portfolio Loan ($21.6 million
-- 4.0% of the pool), which is secured by 14 self storage
properties located in 11 states.  The portfolio totals 7,128 units
with individual properties ranging from 244 to 745 units.  The
loan has amortized 7% since last review.  Moody's LTV and stressed
DSCR are 51% and 2.06X, respectively, compared to 53% and 2.00X at
last review.


FRASER SULLIVAN: Moody's Upgrades Ratings on Various Classes
------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by Fraser Sullivan CLO I Ltd.:

  -- US$32,000,000 Class B Senior Secured Floating Rate Notes, Due
     2020, Upgraded to A2 (sf); previously on August 4, 2009
     Downgraded to A3 (sf);

  -- US$31,000,000 Class C Senior Secured Deferrable Floating Rate
     Notes, Due 2020, Upgraded to Baa3 (sf); previously on
     November 23, 2010 Ba1 (sf) Placed Under Review for Possible
     Upgrade;

  -- US$22,800,000 Class D-1 Senior Secured Deferrable Floating
     Rate Notes, Due 2020, Upgraded to B2 (sf); previously on
     November 23, 2010 Caa1 (sf) Placed Under Review for Possible
     Upgrade;

  -- US$10,200,000 Class D-2 Senior Secured Deferrable Fixed Rate
     Notes, Due 2020, Upgraded to B2 (sf); previously on
     November 23, 2010 Caa1 (sf) Placed Under Review for Possible
     Upgrade;

  -- US$10,200,000 Class E-1 Senior Secured Deferrable Floating
     Rate Notes, Due 2020, Upgraded to Caa3 (sf); previously on
     November 23, 2010 Ca (sf) Placed Under Review for Possible
     Upgrade;

  -- US$4,800,000 Class E-2 Senior Secured Deferrable Fixed Rate
     Notes, Due 2020, Upgraded to Caa3 (sf); previously on
     November 23, 2010 Ca (sf) Placed Under Review for Possible
     Upgrade;

  -- US$15,000,000 Composite Obligations, Due 2020 (Current
     Balance of $10,509,530), Upgraded to Ba3 (sf); previously on
     August 4, 2009 Downgraded to B3 (sf).

                        Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from improvement in the credit quality of the underlying
portfolio and an increase in the overcollateralization ratios of
the notes since the rating actions in August 2009.  In Moody's
view, these positive developments coincide with reinvestment of
principal 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 November 1, 2010, the
weighted average rating factor is currently 2595 compared to 3015
in the July 2009 report, and securities rated Caa1 or lower make
up approximately 4.97% of the underlying portfolio versus 11.39%
in July 2009.  Additionally, defaulted securities total about
$2.4 million of the underlying portfolio compared to $32.3 million
in July 2009.

The overcollateralization ratios of the rated notes have also
improved since the rating actions in August 2009.  The Class A/B,
Class C, Class D, and Class E overcollateralization ratios are
reported at 128.51%, 118.81%, 109.98% and 106.39%, respectively,
versus July 2009 levels of 124.90%, 115.48%, 106.90% and 103.40%,
respectively, and all related overcollateralization tests are
currently in compliance.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers.  In its base case, Moody's analyzed the
underlying collateral pool to have a performing par balance,
including principal proceeds, of $480 million, defaulted par of
$10.2 million, weighted average default probability of 30.06%
(implying a WARF of 3827), a weighted average recovery rate upon
default of 42.64%, and a diversity score of 46.  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.

Fraser Sullivan CLO I Ltd., issued in March 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 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 losses), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (3062)

  -- Class A1: +2
  -- Class A2: +2
  -- Class B: +2
  -- Class C: +2
  -- Class D1: +2
  -- Class D2: +2
  -- Class E1: +2
  -- Class E2: +2
  -- Combo: +2

Moody's Adjusted WARF + 20% (4592)

  -- Class A1: -2
  -- Class A2: -2
  -- Class B: -2
  -- Class C: -1
  -- Class D1: -2
  -- Class D2: -2
  -- Class E1: -2
  -- Class E2: -2
  -- Combo: -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 losses), assuming that all other
factors are held equal:

Moody's Adjusted WARR + 2% (44.64%)

  -- Class A1: +1
  -- Class A2: +1
  -- Class B: 0
  -- Class C: +1
  -- Class D1: +1
  -- Class D2: +1
  -- Class E1: 0
  -- Class E2: 0
  -- Combo: 0

Moody's Adjusted WARR - 2% (40.62%)

  -- Class A1: -1
  -- Class A2: -1
  -- Class B: -1
  -- Class C: 0
  -- Class D1: 0
  -- Class D2: 0
  -- Class E1: -1
  -- Class E2: -1
  -- Combo: -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) Weighted average life: The notes' ratings are sensitive to the
   weighted average life assumption of the portfolio, which may be
   extended due to the manager's decision to reinvest into new
   issue loans or other loans with longer maturities and/or
   participate in amend-to-extend offerings.  Moody's tested for a
   possible extension of the actual weighted average life in its
   analysis.

2) 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.

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 worse
   of reported and covenanted values for weighted average rating
   factor, weighted average spread, weighted average coupon, and
   diversity score.  Additionally, in light of the large positive
   difference between the reported and covenant levels for the
   weighted average spread, Moody's considered the impact of
   assuming the midpoint of the Moody's calculated weighted
   average spread and the covenant in its analysis.


G-STAR 2002-2: Fitch Affirms Ratings on Seven Classes of Notes
--------------------------------------------------------------
Fitch Ratings has affirmed seven and downgraded one class issued
by G-Star 2002-2 Ltd./Corp. as a result of negative credit
migration since the last review.  A complete list of rating
actions follows at the end of this release.

Since Fitch's last rating action in June 2010, approximately 14.9%
of the portfolio has been downgraded.  Currently, 34.9% has a
Fitch derived rating below investment grade and 9.1% has a rating
in the 'CCC' rating category or lower.  The class A-1MM A and A-
1MM B notes have paid down by $142.2 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-1MM through C notes' breakeven rates are
generally consistent with the ratings assigned below.

For the class D notes, Fitch analyzed the 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
notes have been affirmed at 'CCsf'.  As of the Nov. 26, 2010
payment date, classes A-1MM through C received their full interest
distributions, and class D's interest payment was deferred due to
the class C overcollateralization test failure.

The Stable Outlook on the class A-1MM notes reflects Fitch's
expectation that the notes will continue to de-leverage, while the
Negative Outlook on the class A-2 through B notes reflects Fitch's
expectation that underlying CMBS loans will continue to face
refinance risk.

The Loss Severity 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.

G-Star 2002-2 is a cash flow commercial real estate collateralized
debt obligation which closed on Nov. 20, 2002.  The collateral is
composed of 63.2 % commercial mortgage backed securities, 30.1%
real estate investment trusts, 5.3% SF CDOs, and 1.5% residential
mortgage backed securities.

Fitch has affirmed these classes and revised the LS ratings as
indicated:

  -- $42,430,807 class A-1MM A at 'AAAsf'; Outlook Stable; to LS-3
     from LS-2;

  -- $35,359,006 class A-1MM B at 'AAAsf'; Outlook Stable; to LS-3
     from LS-2;

  -- $45,654,978 class A-2 at 'AAsf/LS3'; Outlook Negative;

  -- $14,000,000 class B-FL at 'Bsf/LS3'; Outlook Negative;

  -- $15,000,000 class B-FX at 'Bsf/LS3'; Outlook Negative;

  -- $10,769,630 class C Notes at 'CCCsf';

  -- $11,500,000 class D Notes at 'CCsf'.

In addition, Fitch has downgraded this class:

  -- $10,557,581 class A-3 Notes to 'Asf/LS5' from 'AA-sf/LS4';
     Outlook Negative.


GE CAPITAL: Moody's Takes Rating Actions on Series 2000-1 Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed six classes of GE Capital Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series
2000-1:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on Dec. 21, 2000
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on Dec. 21, 2000
     Definitive Rating Assigned Aaa (sf)

  -- Cl. B, Affirmed at Aaa (sf); previously on Aug. 2, 2006
     Upgraded to Aaa (sf)

  -- Cl. C, Upgraded to Aaa (sf); previously on Dec. 20, 2007
     Upgraded to Aa3 (sf)

  -- Cl. D, Upgraded to Aa2 (sf); previously on Feb. 19, 2008
     Upgraded to A2 (sf)

  -- Cl. E, Upgraded to Baa1 (sf); previously on Jan. 28, 2010
     Downgraded to Ba3 (sf)

  -- Cl. F, Affirmed at Caa1 (sf); previously on Jan. 28, 2010
     Downgraded to Caa1 (sf)

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

  -- Cl. I, Affirmed at C (sf); previously on Feb. 19, 2008
     Downgraded to C (sf)

                        Ratings Rationale

The upgrades are due to the significant increase in subordination
due to loan payoffs and amortization.

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
11.0% of the current balance.  At last review, Moody's cumulative
base expected loss was 4.8%.  Moody's stressed scenario loss is
13.3% of the current balance.

If future performance materially declines, the expected level of
credit enhancement for the remaining outstanding classes may be
insufficient for their current ratings.

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions as well as the excel-based CMBS Large Loan Model v.
8.0 which is used for Large Loan 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 7 compared to 22 at last review.  Moody's did
not employ its large loan methodology for this deal despite the
low Herf Index due to a significant increase in credit
subordination since Moody's last review.  In addition Moody's
applied increased stress in Moody's cash flow analysis to offset
the impact of a loss of loan level diversity.

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

Moody's 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 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 76% to
$170.9 million from $707.3 million at securitization.  The
Certificates are collateralized by 31 mortgage loans ranging in
size from less than 1% to 21% of the pool, with the top ten loans
representing 76% of the pool.  Six loans representing 23% of the
pool have defeased and are collateralized with U.S. Government
securities.  Defeasance at last review represented 42% of the
pool.  There are no loans with credit estimates.

Thirteen loans, representing 60% 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.  A majority of the loans are on the watchlist due to
upcoming loan maturities.

Ten loans have been liquidated from the pool since securitization,
resulting in an aggregate $32.6 million loss (37% loss severity on
average).  Four loans, representing 11% of the pool, are currently
in special servicing.  The largest specially serviced loan is the
Cypress Point Loan ($10.1 million -- 5.9% of the pool), which is
secured by a 153,000 square foot office property located in
Denver, Colorado.  The loan was transferred to special servicing
in March 2010 as a result of monetary default.  The loan is in the
process of foreclosure.  The master servicer has recognized an
appraisal reductions totaling $3.5 for the loan.

The remaining specially serviced loans are secured by retail
properties.  Moody's has estimated an aggregate $8.4 million loss
(43% expected loss on average) for all the specially serviced
loans.

Moody's has assumed a high default probability for three poorly
performing loans representing 24% of the pool and has estimated an
aggregate $8.7 million loss (20% expected loss based on a 67%
probability default) from these troubled loans.

Moody's was provided with full year 2009 operating results for 53%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 75% compared to 78% at last
review.  Moody's net cash flow reflects a weighted average haircut
of 11.6% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.9%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.35X and 1.56X, respectively, compared to
1.36X and 1.48X 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 conduit loans represent 45% of the pool
balance.  The largest loan is the Synergy Business Park Loan
($35.4 million -- 20.7% of the pool), which consists of eight
office buildings located in Brentwood (Nashville), Tennessee and
totaling 491,800 square feet.  The portfolio was 80% leased as of
June 2010 compared to 90% at last review.  Despite the decline in
occupancy performance has improved and the loan has benefited from
amortization.  Moody's LTV and stressed DSCR are 88% and 1.22X,
respectively, compared to 106% and 1.02X at last review.

The second largest loan is the Embassy Suites-New Orleans Loan
($27.7 million -- 16.3% of the pool), which is secured by a 372-
room limited service hotel located in New Orleans, Louisiana.  The
loan had been transferred to special servicing in September 2009
due to imminent payment default but was transferred back to the
master servicer in June 2010.  The loan was modified and the term
extended three years.  Moody's LTV and stressed DSCR are 124% and
0.97X, respectively, compared to 156% and 0.78X at last review.

The third largest loan is the 16522 Hunters Green Parkway Loan
($12.9 million -- 7.6% of the pool), which is secured by a 487,000
square foot office/warehouse property located in Hagerstown,
Maryland.  The property was 100% leased as of December 2010, the
same as last review.  Moody's LTV and stressed DSCR are 69% and
1.48X, respectively, compared to 87% and 1.18X at last review.


GMAC COMMERCIAL: S&P Downgrades Ratings on Five 2001-C1 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of commercial mortgage-backed securities from GMAC
Commercial Mortgage Securities Inc.'s series 2001-C1.  S&P
downgraded class H to 'D (sf)' due to recurring interest
shortfalls.  In addition, S&P affirmed its ratings on 10 other
classes from the same transaction.  S&P affirmed its 'D (sf)'
ratings on six of these classes.

The lowered ratings reflect recurring interest shortfalls that
have affected the trust, as well as the potential that the trust
may experience future interest shortfalls going forward.  As of
the December 2010 remittance report, the trust experienced monthly
interest shortfalls totaling $163,051.  Interest shortfalls have
affected all of the classes subordinate to and including class H.
As a result, interest available to the rated classes to absorb
additional shortfalls has been reduced, leaving them susceptible
to future shortfalls.  The interest shortfalls were driven
primarily by four of the transaction's 11 assets that are with the
special servicer and one recently disposed asset, as described
below:

Interest not advanced on three assets that the master servicer
deemed to be nonrecoverable (the Laurel Office Building [which has
been disposed of this reporting period], Asmann & Westwood
Apartments, and Alpine Market Place Shopping Center), totaling
$155,187;

The master servicer's recovery of previous advances associated
with the aforementioned Asmann & Westwood Apartments and Alpine
Market Place Shopping Center assets, totaling $58,306.  The two
assets have a total of approximately $350,000 in additional
advances still outstanding; and

Appraisal subordinate entitlement reduction amounts on The
Village on Lorna Shopping Center and Providence Office Center
loans.  These loans had appraisal reduction amounts totaling
$11.8 million, which generated aggregate ASERs of $75,736.

The affirmations of the ratings on classes A-2, B, and C reflect
subordination levels and available liquidity that are consistent
with the outstanding ratings.  S&P affirmed its 'D (sf)' ratings
on classes J through O.  S&P lowered its ratings on classes J
through M to 'D (sf)' in June 2010 due to interest shortfalls that
S&P determined to be recurring at the time, while S&P lowered the
ratings on classes N and O to 'D (sf)' in March 2009 and December
2005, respectively, due to principal losses sustained by the
classes.  Classes J and K have carried accumulated interest
shortfalls for 14 and 15 months, respectively.  Based on the
December 2010 remittance report, class L has lost 76.1% of its
original balance, while classes M, N, and O have lost 100% of
their original balances.  S&P affirmed its rating on the class X-1
interest-only certificate based on its current criteria.

                      Credit Considerations

As of the December 2010 remittance report, 12 assets
($122.8 million, 39.5%) in the pool were with the special
servicer, Berkadia Commercial Mortgage LLC.  The payment
status of the specially serviced assets is: one ($1.9 million,
0.6%) is real estate owned; four ($83.8 million, 26.9%) are
in foreclosure; one ($10.4 million, 3.3%) is 90-plus days
delinquent; two ($7.5 million, 2.4%) are 30 days delinquent;
three ($7.9 million, 2.6%) are in their grace periods; and one
($11.3 million, 3.6%) is current.  Five ($60.2 million, 19.4%)
of the specially serviced assets have ARAs in effect totaling
$15.7 million.

The Peaks at Papago Park loan ($36.1 million total exposure,
11.6%) is the largest loan in the pool, and currently with the
special servicer.  The loan is secured by a 768-unit multifamily
property in Phoenix, Arizona.  The loan was transferred to the
special servicer in May 2010 because of payment default.  The loan
is in foreclosure.  As of June 2010, the reported debt service
coverage for the loan and occupancy at the property were 1.04x and
76.4%, respectively.  There is a $316,814 ARA in effect.  Standard
& Poor's expects a minimal loss upon the eventual resolution of
this asset.

The Bridgewater Place loan ($36.2 million total exposure, 11.6%)
is the second-largest loan in the pool and the second-largest loan
with the special servicer.  The loan is secured by a 357,237-sq.-
ft. office property in Grand Rapids, Mich.  The loan was
transferred to the special servicer in April 2010 due to imminent
default.  The loan is in foreclosure.  The special servicer stated
that it has engaged legal counsel.  As of September 2009, the
reported DSC for the loan and occupancy at the property were 0.90x
and 71.8%, respectively.  Standard & Poor's expects a moderate
loss upon the eventual resolution of this asset.

The TownePlace Suites by Marriott loan ($11.3 million total
exposure, 3.6%) is the fourth-largest loan in the pool and the
third-largest loan with the special servicer.  The loan is secured
by a 143-room hotel in Milpitas, California.  The loan was
transferred to the special servicer in January 2010 due to
imminent default.  The loan is current in its payments.  According
to the special servicer, it will return the loan to the master
servicer after it receives three timely payments.  As of September
2009, the reported DSC for the loan and occupancy at the property
were 0.63x and 65.1%, respectively.  If the loan remains with the
special servicer, Standard & Poor's expects a moderate loss upon
the eventual resolution of this asset.

The remaining nine specially serviced assets include two of the
top 10 exposures.  S&P estimated losses on five of the remaining
nine specially serviced assets, resulting in a weighted-average
loss severity rate of 59.6%.  The four loans for which S&P didn't
estimate losses had a weighted-average reported DSC of 1.27x based
on most recent financial data, and all four are recent transfers.

In addition to the specially serviced assets, S&P determined three
loans ($8.5 million, 2.7%) to be credit-impaired.  Individually,
the loans represent less than 1.20% of the total pool balance.
Two of the loans are collateralized by office properties and one
is collateralized by a hotel.  The three loans all appear on the
master servicer's watchlist for low DSC.  Based on the most recent
financial data, the loans have a weighted-average DSC of 0.58x.
Given the loans' low DSC, S&P considers them to be at increased
risk of default and loss.

                       Transaction Summary

As of the December 2010 remittance report, the collateral pool
had an aggregate trust balance of $310.9 million, down from
$864.1 million at issuance.  The pool includes 49 loans and
one REO asset, down from 101 loans at issuance.  Twelve loans
($65.0 million, 20.9%) are defeased.  The master servicer, also
Berkadia, provided full-year 2008, interim 2009, full-year 2009,
or interim-2010 financial information for 96.1% of the non-
defeased collateral, by balance.  S&P calculated a weighted
average DSC of 1.09x for the pool based on the reported figures.
S&P's adjusted DSC and loan-to-value ratio were 1.27x and 80.6%,
respectively.  S&P's adjusted DSC and LTV figures exclude eight of
the 12 specially serviced assets, as well as the three loans that
S&P determined to be credit-impaired.  S&P separately estimated
losses for these assets.  If S&P included these assets in the
calculations, its adjusted DSC and LTV would have been 1.04x and
97.7%, respectively.  The master servicer reported a watchlist of
23 loans ($92.5 million, 29.7%), which includes three of the top
10 loan exposures.  S&P discuss these loans below.  Sixteen assets
($146.4 million, 47.1%) in the pool have a reported DSC of less
than 1.10x, and 13 assets ($131.8 million, 42.4%) have a reported
DSC of less than 1.00x.

                 Summary of Top 10 Loan Exposures

As of the December 2010 remittance report, the top 10 exposures
secured by real estate had an aggregate outstanding trust balance
of $152.7 million (49.1%).  Using servicer-reported numbers, S&P
calculated a weighted average DSC of 1.00x for the top 10 real
estate assets.  S&P's adjusted DSC and LTV ratio for the top
10 exposures were 1.12x and 94.4%, respectively.  S&P's adjusted
DSC and LTV figures exclude the five specially serviced top
10 assets, for which S&P separately estimated losses.  If S&P
included these assets in the calculations, its adjusted DSC
and LTV would have been 0.91x and 109.5%, respectively.  Three
($26.4 million, 8.5%) of the top 10 assets appear on the master
servicer's watchlist.  The largest of these, the Pavilion Shopping
Center loan ($8.9 million, 2.9%, seventh-largest loan in pool), is
secured by a 132,600-sq.-ft. retail center in Fort Collins, Colo.
The reported DSC for this loan and occupancy at the property were
2.07x and 97.8% as of December 2009 and June 2010, respectively.
The loan appears on the master servicer's watchlist due to its
March 1, 2011, maturity date.  According to the watchlist
comments, the borrower has indicated that he will be able to pay
off the loan prior to its maturity date.

The Key Financial Center loan ($8.9 million, 2.9%) is the eighth-
largest loan in the pool and the second-largest loan on the master
servicer's watchlist.  The loan is secured by an 89,903-sq.-ft.
office in Boise, Idaho.  The reported DSC for the loan and
occupancy at the property were 1.27x and 94.7% as of December 2009
and June 2010, respectively.  The loan appears on the master
servicer's watchlist due to its March 1, 2011, maturity date.
According to the watchlist comments, the borrower has indicated
that he is attempting to secure refinancing funds to pay off the
loan at its maturity date.

The Wanamaker Shopping Center loan ($8.7 million, 2.8%) is the
ninth-largest loan in the pool and the third-largest loan on the
master servicer's watchlist.  The loan is secured by an 83,846-
sq.-ft. anchored retail center in Topeka, Kan.  The reported DSC
for the loan and occupancy at the property were 0.97x and 87.9% as
of December 2008 and March 2009, respectively.  The loan appears
on the master servicer's watchlist because of low DSC and its
Nov. 1, 2010 maturity date.

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

                         Ratings Lowered

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

                  Rating
                  ------
    Class      To         From         Credit enhancement (%)
    -----      --         ----         ----------------------
    D          AA- (sf)   AA+ (sf)                      27.40
    E          BBB- (sf)  BBB+ (sf)                     21.84
    F          B+ (sf)    BB+ (sf)                      17.67
    G          CCC- (sf)  B+ (sf)                       13.50
    H          D (sf)     CCC- (sf)                      5.16

                        Ratings Affirmed

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

           Class     Rating      Credit enhancement (%)
           -----     ------      ----------------------
           A-2        AAA (sf)                    55.20
           B          AAA (sf)                    41.99
           C          AAA (sf)                    31.57
           J          D (sf)                       3.08
           K          D (sf)                       1.00
           L          D (sf)                       0.00
           M          D (sf)                       0.00
           N          D (sf)                       0.00
           O          D (sf)                       0.00
           X-1        AAA (sf)                      N/A

                       N/A - Not applicable.


GOLDMAN SACHS: Moody's Takes Rating Actions on 1999-C1 Certs.
-------------------------------------------------------------
Moody's Investors Service confirmed the ratings of one class,
downgraded two classes and affirmed one class of Goldman Sachs
Mortgage Securities Corporation II, Commercial Mortgage Pass-
Through Certificates 1999-C1:

  -- X, Affirmed at Aaa (sf); previously on Mar 1, 1999 Definitive
     Rating Assigned Aaa (sf)

  -- F, Confirmed at Aa2 (sf); previously on Oct. 5, 2010 Aa2 (sf)
     Placed Under Review for Possible Downgrade

  -- G, Downgraded to Caa2 (sf); previously on Oct. 5, 2010 B3
     (sf) Placed Under Review for Possible Downgrade

  -- H, Downgraded to C (sf); previously on Oct. 5, 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 as well as interest shortfalls.

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

On October 5, 2010, Moody's placed three classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
23.7% of the current balance.  At last review, Moody's cumulative
base expected loss was 14.9%.  Moody's stressed scenario loss is
25.2% of the current balance.

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

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

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

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

Under Moody's CTL approach, the rating of a transaction's
certificates is primarily based on the senior unsecured debt
rating (or the corporate family rating) of the tenant, usually an
investment grade rated company, leasing the real estate collateral
supporting the bonds.  This tenant's credit rating is the key
factor in determining the probability of default on the underlying
lease.  The lease generally is "bondable", which means it is an
absolute net lease, yielding fixed rent paid to the trust through
a lock-box, sufficient under all circumstances to pay in full all
interest and principal of the loan.  The leased property should be
owned by a bankruptcy-remote, special purpose borrower, which
grants a first lien mortgage and assignment of rents to the
securitization trust.  The dark value of the collateral, which
assumes the property is vacant or "dark", is then examined to
determine a recovery rate upon a loan's default.  Moody's also
considers the overall structure and legal integrity of the
transaction.

Moody's 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 23 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.

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 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 94% to
$54.7 million from $890.6 million at securitization.  The
Certificates are collateralized by 36 mortgage loans ranging in
size from less than 1% to 12% of the pool, with the top ten loans
representing 44% of the pool.  Two loans, representing 18% of the
pool, have defeased and are collateralized with U.S. Government
securities.  The pool includes s a credit tenant lease component
representing 6% of the pool.  The CTL loans are all secured by
properties leased to CVS (Moody's Senior Unsecured rating of Baa2
-- stable outlook) under long term bondable leases.

Nine loans, representing 14% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council monthly reporting package.  As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Forty-three loans have been liquidated from the pool, resulting
in an aggregate realized loss of $23.2 million (8% loss severity
overall).  The pool had experienced an aggregate $18.5 million
realized loss at last review.  Seven loans, representing 41% of
the pool, are currently in special servicing.  The largest
specially serviced loan is the Old Times Union Building Loan
($6.3 million -- 11.6%), which is secured by a 110,443 square
foot office complex located in Albany, New York.  The properties
were built in 1920 and 1930.  The loan transferred to special
servicing in May 2010 and matured in June 2010.  The property has
been vacant since June 2010.  The second largest specially
serviced loan is the Howard Johnson Riverwalk Plaza Hotel Loan
($5.9 million -- 10.7%), which is secured by a 132-key limited
service hotel located in San Antonio, Texas.  The loan was
transferred to special servicing in September 2008 for maturity
default.  The remaining five specially serviced loans are secured
by a mix of multifamily, retail and industrial properties.
Moody's has estimated an aggregate $12.5 million loss (54%
expected loss on average) for the specially serviced loans.

Based on the most recent remittance statement, Classes G through
J have experienced cumulative interest shortfalls totaling
$3.8 million.  Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans.  Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions, extraordinary trust
expenses and non-advancing by the master servicer based on a
determination of non-recoverability.  The master servicer has made
a determination of non-recoverability for four specially serviced
loans, representing 24% of the pool.  The most recent
determinations were made on September 13, 2010 for the Howard
Johnson Riverwalk Loan ($5.9 million -- 10.8% of the pool) and the
Dick's Clothing Loan ($2.6 million -- 4.7%).

Moody's has assumed a high default probability for two poorly
performing loans representing 3% of the pool and has estimated a
$480,900 aggregate loss (30% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2009 operating results for 97%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 48% compared to 108% at Moody's
prior review.  Moody's net cash flow reflects a weighted average
haircut of 12% to the most recently available net operating
income.  Moody's value reflects a weighted average capitalization
rate of 10.1%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.42X and 2.66X, respectively, compared to
1.09X and 1.46X 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 27% of the pool balance.
The largest loan is the Meadow Brook Apartments Loan ($2.3 million
-- 4.3%), which is secured by a 120-unit multifamily property
located in Center Township, Pennsylvania.  Moody's LTV and
stressed DSCR are 54% and 1.91X, respectively, compared to 65% and
1.59X at last review.  The second largest loan is the Food-4-Less
Center Loan ($2.2 million -- 3.9%), which is secured by a 49,725
square foot single tenant retail building located in San Luis
Obispo, California.  The property is leased to Food-4-Less through
December 2017, ten months prior to the loan maturity in October
2018.  Moody's LTV and stressed DSCR are 47% and 2.06X,
respectively, compared to 56% and 1.74X at last review.  The third
largest loan is the Sahara View Apartments Loan ($1.7 million --
3.0%), which is secured by a 81-unit multifamily property in Las
Vegas, Nevada.  Moody's LTV and stressed DSCR are 81% and 1.33X,
respectively, compared to 93% and 1.16X at last review.


GOLDMAN SACHS: Moody's Upgrades Ratings on Various Classes
----------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by Goldman Sachs Asset Management
CLO, P.L.C.:

  -- US$28,600,000 Class A-2 Floating Rate Notes Due 2022,
     Upgraded to A1 (sf); previously on May 28, 2009 Downgraded to
     A2 (sf);

  -- US$27,000,000 Class B Floating Rate Notes Due 2022,
     Upgraded to A3 (sf); previously on May 28, 2009 Downgraded to
     Baa1 (sf);

  -- US$21,000,000 Class C Deferrable Floating Rate Notes Due
     2022, Upgraded to Baa3 (sf); previously on May 28, 2009
     Confirmed at Ba1 (sf);

  -- US$18,000,000 Class D Deferrable Floating Rate Notes Due
     2022, Upgraded to B2 (sf); previously on May 28, 2009
     Confirmed at B3 (sf);

  -- US$16,000,000 Class E Deferrable Floating Rate Notes Due
     2022 (current balance of $13,562,573), Upgraded to Caa3 (sf);
     previously on November 23, 2010 Ca (sf) Placed Under Review
     for Possible Upgrade.

                        Ratings Rationale

According to Moody's, the rating action taken on the notes results
primarily from improvement in the credit quality of the underlying
portfolio since the last rating action in May 2009.  Improvement
in the credit quality is observed through an improvement in the
average credit rating (as measured by the weighted average rating
factor) and a decrease in the proportion of securities from
issuers rated Caa1 and below.  Based on the November 2010 trustee
report, the weighted average rating factor is 2735 compared to
3180 in April 2009, and securities rated Caa1 and below make up
approximately 9.33% of the underlying portfolio versus 13.79% in
April 2009.  The deal also experienced a decrease in defaults.  In
particular, the dollar amount of defaulted securities has
decreased to $8.9 million from approximately $23.9 million in
April 2009.

The overcollateralization ratios of the rated notes have improved
since the last rating action in May 2009 primarily as a result of
lower overcollateralization haircut amounts from discount
obligations and excess securities rated Caa and below.  As of the
latest trustee report dated November 2010, the Class A/B, Class C,
Class D, and Class E overcollateralization ratios are reported at
121.42%, 113.57%, 107.61%, and 103.52%, respectively, versus April
2009 levels of 109.43%, 102.52%, 97.18%, and 92.85%, respectively.
In particular, the Class E overcollateralization ratio has
increased due to the diversion of excess interest to delever the
Class E notes in the event of a Class E overcollateralization test
failure.  Moody's also notes that the Class C, Class D, and Class
E Notes are no longer deferring interest and that all previously
deferred interest has been paid in full.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers.  In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds of $374 million, defaulted par of $8.9 million, weighted
average default probability of 31% (implying a WARF of 3920), a
weighted average recovery rate upon default of 43%, 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.

Goldman Sachs Asset Management CLO, P.L.C., issued on July 19,
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.

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% (3136)

  -- Class A1: +1
  -- Class A2: +2
  -- Class B: +2
  -- Class C: +2
  -- Class D: +2
  -- Class E: +2

Moody's Adjusted WARF + 20% (4704)

  -- Class A1: -2
  -- Class A2: -2
  -- Class B: -2
  -- Class C: -2
  -- Class D: -3
  -- 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% (45%)

  -- Class A1: 0
  -- Class A2: +1
  -- Class B: 0
  -- Class C: 0
  -- Class D: 0
  -- Class E: 0

Moody's Adjusted WARR - 2% (41%)

  -- Class A1: 0
  -- Class A2: 0
  -- Class B: -1
  -- Class C: -1
  -- 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 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.  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 coupon, and diversity score.  With
   respect to the weighted average spread, Moody's assumed a mid-
   point between the reported and covenanted values.


GREENPOINT MANUFACTURED: Moody's Cuts Ratings on 1999-2 Tranche
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 1 tranche
from Greenpoint Manufactured Housing Contract Trust 1999-2.

Complete rating actions are:

  -- Cl. A-2 Certificate, Downgraded to B2 (sf); previously on
     April 10, 2009 Upgraded to Ba3 (sf)

  -- Financial Guarantor: MBIA Insurance Corporation (Downgraded
     to B3, Outlook Negative on June 25, 2009)

                        Ratings Rationale

The ratings on the securities were monitored by evaluating factors
Moody's determined to be essential in the analysis of securities
backed by such loans.  The salient factors include: i) the nature,
sufficiency, and quality of historical loan performance
information, ii) the collateral composition and pool credit
performance including loan delinquency and loss data, iii) the
transaction's capital structure and related allocations of
collateral cash flows and losses, and iv) a comparison of current
credit enhancement levels to updated Moody's pool loss projections
based on present collateral credit performance.

When analyzing underlying ratings for MH transactions, Moody's
projects cumulative losses for each deal based on a collateral
analysis of the deal's Constant Prepayment Rate and Constant
Default Rate.

CPR is based on the average of the last six months 1-month CPR.

There are two approaches for determining pool CDR.  The first
approach calculates CDR based on pool loan losses from the
previous twelve months, i.e. recent losses.  A second approach is
based on pipeline defaults -- derived from days-aged delinquencies
and Moody's assumptions for default based on days delinquent or
REO.  Moody's assumes 85% severity for manufactured homes at an
expected case.  After CDR is calculated using the two methods, the
effective CDR for loss projection purposes is determined by using
a maximum of the CDRs.  Moody's will project future CDR rates
based on delinquency and loss trends.  For the actions noted
below, in most cases, Moody's has assumed that CDR will remain
constant over the life of each deal.  A sudden reversal in the
existing trend of projected defaults and losses is not anticipated
for these deals as they are well seasoned.

Based on calculated CPR and CDR, Moody's calculates projected
deal-specific cumulative losses and the weighted average life of
the deal.  The credit enhancement calculation may also include
credit for excess spread, i.e. the aggregate, positive difference
in the weighted average loan coupon and the all-inclusive
securities' interest and deal fees, including servicing.  Excess
spread benefit is calculated by multiplying the stressed
annualized excess spread by the weighted average life of the deal.
Aggregate credit enhancement which combines subordination benefit
(including overcollateralization and/or reserve accounts) and
support from letters of credit or guarantees and excess spread
benefit, is compared with projected cumulative losses for the deal
to derive coverage multiples and associated ratings by tranche.
Moody's will analyze tranche coverage multiples after
consideration of tranche-specific loss allocation and timing of
principal repayment.

Class A-2 is wrapped by MBIA (Downgraded to B3, Outlook Negative
on Jun 25, 2009).  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.

If expected loss on the collateral pool was to increase by 10%,
model implied results indicate that the rating on this tranche
would be one notch lower.

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


HALCYON LOAN: Moody's Upgrades Ratings on Various Classes
---------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by Halcyon Loan Investors CLO II,
Ltd.:

  -- US$270,500,000 Class A-1-S Senior Secured Floating Rate
     Notes due 2021 (current outstanding balance of $262,051,683),
     Upgraded to Aa1 (sf); previously on May 13, 2010 Upgraded to
     Aa3 (sf);

  -- US$30,250,000 Class A-1-J Senior Secured Floating Rate
     Notes due 2021, Upgraded to A2 (sf); previously on May 13,
     2010 Upgraded to A3 (sf);

  -- US$23,000,000 Class A-2 Senior Secured Floating Rate Notes
     due 2021, Upgraded to Baa2 (sf); previously on May 13, 2010
     Upgraded to Baa3 (sf);

  -- US$18,500,000 Class B Senior Secured Deferrable Floating
     Rate Notes due 2021, Upgraded to Ba1 (sf); previously on
     May 13, 2010 Upgraded to Ba3 (sf);

  -- US$21,750,000 Class C Senior Secured Deferrable Floating
     Rate Notes due 2021,Upgraded to B2 (sf); previously on
     May 13, 2010 Upgraded to B3 (sf);

  -- US$15,500,000 Class D Secured Deferrable Floating Rate
     Notes due 2021,Upgraded to Caa3 (sf); previously on
     November 23, 2010 Ca (sf) Placed Under Review for Possible
     Upgrade.

                        Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from improvement in the credit quality of the underlying
portfolio and an increase in the overcollateralization ratios of
the notes since the rating action in May 2010.  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 November 12, 2010, the
weighted average rating factor is currently 2944 compared to 3063
in the April 2010 report, and securities rated Caa1or lower make
up approximately 13.2% of the underlying portfolio versus15.4%% in
April 2010.  Moody's adjusted WARF has declined since the rating
action in May 2010 due to a decrease in the percentage of
securities with ratings on "Review for Possible Downgrade" or with
a "Negative Outlook." In addition, there are currently no
defaulted securities based on the November 2010 trustee report,
compared to $9.2 million in April 2010.

The overcollateralization ratios of the rated notes have also
improved since the rating action in May 2010.  The Class A, Class
B, Class C and Class D overcollateralization ratios are reported
at 124.1%, 117.2%, 110.0% and 105.4% respectively, versus April
2010 levels of 120.8%, 114.1%, 107.1% and 102.6%, respectively,
and all related overcollateralization tests are currently in
compliance.

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 $384.3 million, defaulted par of $10.8 million,
weighted average default probability of 26.3% (implying a WARF of
3907), a weighted average recovery rate upon default of 42.03%,
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.

Halcyon Loan Investors CLO II, Ltd, issued in April 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.  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 stressed the default probabilities by
applying 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% (3126)

  -- Class A-1-S: +1
  -- Class A-1-J: +2
  -- Class A-2: +3
  -- Class B: +2
  -- Class C: +2
  -- Class D:+3

Moody's Adjusted WARF + 20% (4688)

  -- Class A-1-S: -2
  -- Class A-1-J: -2
  -- Class A-2: -2
  -- Class B: -2
  -- Class C: -3
  -- Class D: 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% (44.03%)

  -- Class A-1-S: 0
  -- Class A-1-J: 0
  -- Class A-2: +1
  -- Class B: 0
  -- Class C: +1
  -- Class D:+1

Moody's Adjusted WARR - 2% (40.03%)

  -- Class A-1-S: 0
  -- Class A-1-J: -1
  -- Class A-2: 0
  -- Class B: -1
  -- Class C: 0
  -- Class D: 0

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance.  CDO
notes' performance may also be impacted by 1) the 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 Moody's assumed defaulted assets: Market value
   fluctuations in assets which were assumed to be defaulted by
   Moody's may create volatility in the deal's
   overcollateralization levels.  Moody's analyzed defaulted
   recoveries assuming the lower of the market price and the
   recovery rate in order to account for potential volatility in
   market prices.

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

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


HARBORPLACE MORTGAGE: Moody's Cuts Ratings on 2000-C5C Certs.
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
of Gallery at Harborplace Mortgage Trust Commercial Mortgage Pass-
Through Certificates, Series 2000-C5C:

  -- Cl. B-1, Downgraded to B1 (sf); previously on Sept. 2, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 (sf); previously on Sept. 2, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

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

                        Ratings Rationale

The downgrades are due to the deteriorating performance of the
collateral supporting the certificates and interest shortfalls.

On September 2, 2010, Moody's placed three Classes on review for
possible downgrade.  This action concludes Moody's review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's prior
review is summarized in a press release dated April 15, 2010.

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

                   Deal And Performance Summary

This transaction consists of a $10.5 million B-Note which is
subordinate to an A-Note which was securitized in LB-UBS 2000-C5.
The A-Note has amortized approximately 14% to $51.9 million from
$60.0 million at securitization.  The loan has an anticipated
repayment date in December 2014 and a final maturity date in
December 2030.

The loan is secured by a 411,239 square foot office and retail
mixed used complex located within the Inner Harbor development in
Baltimore, Maryland.  The property was developed in 1987 by The
Rouse Company which was acquired by General Growth Properties Inc.
in 2004.

The office component (265,833 square feet) was 55% leased as of
March 2010 compared to 76% at Moody's prior review.  The retail
component (145,406 square feet) was 82% leased as of March 2010
compared to 92% at Moody's prior review.  Property performance has
declined due to the decline in occupancy and weakness in
Baltimore's office and retail markets.  Moody's current LTV and
stressed DSCR for the B note are 124% and 0.99X, respectively,
compared to 77% and 1.59X at the last property performance review.

Based on the most recent remittance statement, Classes B-2 and B-3
have experienced cumulative interest shortfalls totaling $499,671.
These shortfalls are due to reimbursement of advancing by the
servicer and a 1% work-out fee paid to the special servicer.  It
is anticipated these shortfalls will continue until the loan is
paid off.


HEWETT'S ISLAND: S&P Raises Rating on Class D Notes to BB+ (sf)
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-T, A-R, B, C, and D notes from Hewett's Island CLO V Ltd., a
collateralized loan obligation transaction managed by Commercial
Industrial Finance Corp.  At the same time, S&P removed its
ratings on the class A-T, A-R, and B notes from CreditWatch with
positive implications.  The upgrades reflect the improved
performance S&P has observed in the transaction since its last
rating action in November 2009.

According to the Nov. 30, 2010, trustee report, the transaction
held approximately $14 million in defaulted assets, down from
$28 million noted in the Oct. 2, 2009, trustee report.  The
transaction was holding $19 million in underlying obligors with
a rating in the 'CCC' range in November 2010, compared with
$26.5 million in October 2009.  The class A/B principal coverage
test improved to 117.96% in November 2010 from 112.91% as of
October 2009.

S&P based the previous rating on the class D notes on the
application of the largest obligor default supplemental test.  As
of November 2010, class D has sufficient credit enhancement to
withstand the combinations of underlying assets defaults specified
by the largest obligor default supplemental test at the 'BB+ (sf)'
rating level.

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

                  Rating And Creditwatch Actions

                    Hewett's Island CLO V Ltd.

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

                         Rating Affirmed

                    Hewett's Island CLO V Ltd.

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


HEWETT'S ISLAND: S&P Raises Rating on Class E Notes to CCC+ (sf)
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on all of
the classes from Hewett's Island CLO I-R Ltd., a cash flow
collateralized loan obligation transaction, managed by
CypressTree Investment Management.

The upgrades reflect the improvement in the credit support as
evidenced by the increase in the overcollateralization (O/C)
levels, which are all passing their O/C tests as of November 2010.

At the time of the previous rating action in October 2009, the
class C, D, and E O/C tests were failing.  To cure the failing
tests, the proceeds were diverted to pay down the class A notes,
which decreased to $180.13 million in November 2010, from
$185.65 million in September 2009.

Simultaneously, the class E note balance decreased to
$7.04 million (from $8.75 million in September 2009) due to
paydowns following the failure of the interest diversion test.
The interest diversion test is measured until the end of the
reinvestment period (November 2013) and uses only interest
proceeds to bring the test back into compliance.  The test,
measured after payment of class E interest (both current and
deferred), compares the class E O/C ratio to a trigger of 103.40%.
Failure of the test diverts 60% of the cure amount to be
reinvested and 40% of the cure amount to pay down the class E
notes.  As long as this test fails during the reinvestment period,
and sufficient interest proceeds exist to bring the test back into
compliance, a portion of the cure amount will be used to pay down
the class E notes.

The trustee reported the aggregate defaults to be $8.2 million per
the November 2010 trustee report, down from about $24.4 million in
September 2009 from.  In addition, the credit quality of the
portfolio has also improved since September 2009.

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

                         Rating Actions

                   Hewett's Island CLO I-R Ltd.

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


ISLES CBO: Fitch Downgrades Ratings on Two Senior Notes
-------------------------------------------------------
Fitch Ratings has downgraded and subsequently withdrawn the
ratings on these remaining classes of notes from Isles CBO, Ltd.
since the notes have matured:

  -- $57,982 class A-1 senior notes to 'Dsf' from 'CCC/RR2';
  -- $454,194 class A-2 senior notes to 'Dsf' from 'CCC/RR2'.

At the stated maturity date on Oct. 27, 2010, the pro rata
class A notes received a total interest payment of
approximately $63 thousand and a principal payment of
approximately $6.85 million, leaving an unpaid principal
balance of approximately $512 thousand compared to their
original balance of $265 million.  The downgrade of the
class A notes reflects the issuer's failure to redeem the
entire principal amount due at the stated maturity date.

Isles CBO was a collateralized bond obligation that closed
Oct. 27, 1998, and was managed by RiverSource Investments, LLC.


JP MORGAN: Moody's Downgrades Ratings on Two 1999-C8 Certs.
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed four classes of J.P. Morgan Commercial Mortgage
Finance Corp., Mortgage Pass-Through Certificates, Series 1999-C8:

  -- Cl. X, Affirmed at Aaa (sf); previously on Aug. 17, 1999
     Definitive Rating Assigned Aaa (sf)

  -- Cl. E, Affirmed at Aaa (sf); previously on May 12, 2010
     Upgraded to Aaa (sf)

  -- Cl. F, Downgraded to B1 (sf); previously on Sept. 25, 2008
     Upgraded to A3 (sf)

  -- Cl. G, Downgraded to Caa1 (sf); previously on May 12, 2010
     Downgraded to B2 (sf)

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

  -- Cl. J, Affirmed at C (sf); previously on June 29, 2005
     Downgraded to C (sf)

                        Ratings Rationale

The downgrades are due to interest shortfalls which are hitting
Classes F through J.

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
29.8% of the current balance.  At last review, Moody's cumulative
base expected loss was 21.9%.

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

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

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

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

Moody's 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 11 compared to 8 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also generally
employs the large loan/single borrower methodology.  Moody's did
not employ this methodology in reviewing this transaction, despite
the low Herf, because of the significant increase in
subordination.  Due to the high percentage of loans in special
servicing, Moody's analysis was largely based on a loss and
recovery analysis.  Moody's analysis of the conduit pool
incorporated additional stresses in its cash flow analysis to
offset the decline in loan diversity.

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

Moody's 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 93% to
$48.6 million from $731.5 million at securitization.  The
Certificates are collateralized by 19 mortgage loans ranging in
size from 1% to 13% of the pool, with the top ten loans
representing 80% of the pool.  One loan, representing 1% of the
pool, has defeased and is collateralized with U.S. Government
securities, compared to 10.5% at last review.

Five loans, representing 16% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC; formerly the Commercial Mortgage
Securities Association) monthly reporting package.  As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.  Moody's has assumed a high default
probability for four of the watchlisted loans representing 12% of
the pool.  Moody's has estimated a $2.2 million aggregate loss
(37.2% expected loss on average) from these troubled loans.

Fourteen loans have been liquidated from the pool, resulting in
an aggregate realized loss of $45.6 million (38% loss severity
on average).  The pool had experienced $41 million in realized
losses at last review.  Five loans, representing 36% of the pool,
are currently in special servicing.  The two largest specially
serviced loans are the Grand Central Office Building Loan
($5.8 million -- 11.9% of the pool) and the Power House Office
Building and Theatre Office Loan ($4.6 million -- 9.6% of the
pool).  Both loans are located in the same office park in St.
Louis, Missouri and are real estate owned.  The master servicer
has recognized a $9.4 million aggregate appraisal reduction for
these two loans.

The remaining three specially serviced loans are secured by a mix
of retail and office property types.  The master servicer has not
recognized an appraisal reduction for any of the three remaining
specially serviced loans.  Moody's has estimated an aggregate
$11.9 million loss (69% expected loss on average) for the five
specially serviced loans.

Based on the most recent remittance statement, Classes F through
J have experienced cumulative interest shortfalls totaling
$1.1 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 was provided with full year 2009 and partial year 2010
operating results for 88% and 52% of the pool, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 57% compared to 66% 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 11.1%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.33X and 2.08X, respectively, compared to
1.15X and 1.75X 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 30.8% of the pool
balance.  The largest loan is the Post Distribution Building Loan
($6.4 million -- 13.1% of the pool), which is secured by a 263,800
square foot industrial property located in Sumner, Washington.
The property is under a master lease with Evergreen Capital Trust
through February 2013 and is 100% occupied by Green Mountain
Coffee Co.  and Taylormade Products.  The loan has amortized 18%
since securitization.  Moody's LTV and stressed DSCR are 72% and
1.46X, respectively, compared to 87% and 1.21X at last review.

The second largest loan is the Quail Park Loan ($5.2 million --
10.8% of the pool), which is secured by a 71,296 square foot
office property located in Las Vegas, Nevada.  As of June 2010 the
property was 79% leased compared to 93% at year-end 2009.  Moody's
analysis reflects a stressed cash flow due to Moody's concern
about potential income volatility due to upcoming lease rollovers
and a soft office market.  The loan has amortized 17% since
securitization.  Moody's LTV and stressed DSCR are 77% and 1.44X,
respectively, compared to 79% and 1.41X at last review.

The third largest performing loan is the Ridge Terrace Health Care
Center Loan ($3.4 million -- 6.9% of the pool), which is secured
by a 120-bed nursing home located in Lantana, Florida.  The
property has experienced negative cash flow since 2007, however,
the loan remains current and has amortized 36% since
securitization.  Moody's has assumed a high probability of default
due to the property's poor performance.  Moody's LTV and stressed
DSCR are 226% and 0.65X, respectively, compared 200% and 0.73X at
last review.


JP MORGAN: Moody's Downgrades Ratings on Six 2002-CIBC5 Certs.
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes
and affirmed 12 classes of JP Morgan Chase Commercial Mortgage
Securities Corporation Commercial Mortgage Pass-Through
Certificates, Series 2002-CIBC5:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on Nov. 4, 2002
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2, Affirmed at Aaa (sf); previously on Nov. 4, 2002
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-1, Affirmed at Aaa (sf); previously on Nov. 4, 2002
     Definitive Rating Assigned Aaa (sf)

  -- Cl. B, Affirmed at Aaa (sf); previously on Feb. 22, 2006
     Upgraded to Aaa (sf)

  -- Cl. C, Affirmed at Aaa (sf); previously on Feb. 22, 2006
     Upgraded to Aaa (sf)

  -- Cl. D, Affirmed at Aaa (sf); previously on April 23, 2007
     Upgraded to Aaa (sf)

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

  -- Cl. F, Affirmed at A2 (sf); previously on April 23, 2007
     Upgraded to A2 (sf)

  -- Cl. G, Affirmed at Baa1 (sf); previously on April 23, 2007
     Upgraded to Baa1 (sf)

  -- Cl. H, Downgraded to Ba2 (sf); previously on Nov. 4, 2002
     Definitive Rating Assigned Ba1 (sf)

  -- Cl. J, Downgraded to B3 (sf); previously on Nov. 4, 2002
     Definitive Rating Assigned Ba2 (sf)

  -- Cl. K, Downgraded to Caa3 (sf); previously on Nov. 4, 2002
     Definitive Rating Assigned Ba3 (sf)

  -- Cl. L, Downgraded to Ca (sf); previously on Nov. 4, 2002
     Definitive Rating Assigned B1 (sf)

  -- Cl. M, Downgraded to C (sf); previously on Nov. 4, 2002
     Definitive Rating Assigned B2 (sf)

  -- Cl. N, Downgraded to C (sf); previously on Oct. 23, 2008
     Assigned B3 (sf)

  -- Cl. S-1, Affirmed at Ba1 (sf); previously on Nov. 4, 2002
     Definitive Rating Assigned Ba1 (sf)

  -- Cl. S-2, Affirmed at Ba2 (sf); previously on Nov. 4, 2002
     Definitive Rating Assigned Ba2 (sf)

  -- Cl. S-3, Affirmed at Ba3 (sf); previously on Nov. 4, 2002
     Definitive Rating Assigned Ba2 (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, as well as refinance risk associated
with loans approaching maturity.  Eleven loans, representing 10%
of the pool, mature within the next 24 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, 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
4.7% of the current balance.  At last review, Moody's cumulative
base expected loss was 2.8%.  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 expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

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

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

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 27% to $746 million
from $1.0 billion at securitization.  The Certificates are
collateralized by 106 mortgage loans ranging in size from less
than 1% to 13% of the pool, with the top ten loans representing
32% of the pool.  The pool contains one loan with an investment
grade credit estimate that representing 13% of the pool.  Thirty-
six loans, representing 31% of the pool, have defeased and are
collateralized with U.S. Government securities.

Twenty-four loans, representing 29% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council monthly reporting package.  As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Four loans have been liquidated from the pool, resulting in an
aggregate realized loss of $4.1 million (21% loss severity
overall).  The pool had realized an aggregate loss of $1.3 million
at last review.  Four loans, representing 4.5% of the pool, are
currently in special servicing.  Moody's has estimated an
aggregate $17.9 million loss (54.5% expected loss on average) for
the specially serviced loans.

Moody's has assumed a high default probability for five poorly
performing loans representing 6% of the pool and has estimated a
$10.3 million aggregate loss (25% expected loss on average) from
these troubled loans.

Moody's was provided with full year 2009 operating results for 97%
of the pool, excluding defeased loans.  Excluding specially
serviced and troubled loans, Moody's weighted average LTV is 74%
compared to 84% 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 9.37%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.44X and 1.47X, respectively, compared to
1.27X and 1.28X 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 37 compared to 61 at Moody's prior review.

The loan with a credit estimate is the Simon Mall Portfolio Loan
($95.1 million -- 13%), which is secured by a portfolio of four
regional malls totaling 2.5 million square feet (1.5 million
square feet of borrower owned collateral).  The property is also
encumbered by a $15.8 million B note that is held within the trust
and secures Classes S-1, S-2 and S-3.  The centers are located in
Ohio (Richmond Town Square), Texas (Midland Park Mall), Indiana
(Markland Mall) and Wisconsin (Forest Mall).  All of the centers
are considered middle-market and contain at least three anchors.
The overall in-line occupancy was 85% as of September 2010,
essentially the same as at last review.  Moody's current credit
estimate and stressed DSCR of the A note are Baa3 and 1.50X,
respectively, compared to Baa3 and 1.60X at last review.

The top three performing conduit loans represent 7.5% of the pool
balance.  The largest loan is the Fountains at Bay Hill Loan
($20.1 million -- 2.7%), which is secured by a 103,961 square foot
community shopping center located in the tourist corridor of
Orlando, Florida.  Performance has declined due to a drop in
occupancy since securitization.  The property was 84% leased as of
December 2009 compared to 98% at securitization.  Moody's LTV and
stressed DSCR are 92% and 1.12X, respectively, compared to 79% and
1.30X at last review.

The second largest loan is Southern Wine & Spirits Building Loan
($17.6 million -- 2.4%), which is secured by a 384,763 square foot
single tenant industrial building located in Las Vegas, Nevada.
The property is 100% leased to Southern Wine & Spirits under a 20-
year, triple net lease that expires in 2021.  The loan fully
amortizes over a 20-year term and has amoritized 24% since
securitization.  Moody's LTV and stressed DSCR are 62% and 1.62X,
respectively, compared to 71% and 1.40X at last review.

The third largest loan is the Edgewater Apartments Loan
($17.2 million -- 2.4%), which is secured by a 316 unit class B
apartment complex located along the shore of Lake Washington in
Seattle, WA.  The property was 99% leased as of June 2010.
Moody's LTV and stressed DSCR are 80% and 1.18X, respectively,
compared to 70% and 1.35X at last review.


JP MORGAN: Moody's Downgrades Ratings on 15 2006-CIBC15 Certs.
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 15 classes and
affirmed seven classes of J.P. Morgan Chase Commercial Mortgage
Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-
CIBC15:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on July 12, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on July 12, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-SB, Affirmed at Aaa (sf); previously on July 12, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on July 12, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on July 12, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-1, Affirmed at Aaa (sf); previously on July 12, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-2, Affirmed at Aaa (sf); previously on July 12, 2006
     Definitive Rating Assigned Aaa (sf)

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

  -- Cl. A-J, Downgraded to B1 (sf); previously on Nov. 4, 2010 A2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Caa1 (sf); previously on Nov. 4, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. D, Downgraded to Ca (sf); previously on Nov. 4, 2010 Ba1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to C (sf); previously on Nov. 4, 2010 Ba2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to C (sf); previously on Nov. 4, 2010 B1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to C (sf); previously on Nov. 4, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to C (sf); previously on Nov. 4, 2010 B3
     (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 Caa3
     (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 Ca
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. P, Downgraded to C (sf); previously on Nov. 4, 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 and interest shortfalls.

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.

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
12.1% of the current balance.  At last review, Moody's cumulative
base expected loss was 7.5%.  Moody's stressed scenario loss is
23.1% of the current balance.

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

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

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

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

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

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 4% to $2.03 billion
from $2.12 billion at securitization.  The Certificates are
collateralized by 121 mortgage loans ranging in size from less
than 1% to 14% of the pool, with the top ten loans representing
43% of the pool.  The pool contains one loan, representing less
than 1% of the pool, with an investment grade credit estimate.  At
securitization, the Southington Plaza Loan also had an investment
grade credit estimate.  However, due to a decline in property
performance and increased leverage, this loan is now analyzed as
part of the conduit pool.

Thirty-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.  Moody's has
assumed a high default probability for 17 of the watchlisted loans
and has estimated a $39.3 million loss (20% expected loss based on
a 50% default probability) from these troubled loans.

One loan has been liquidated from the pool, resulting in a
realized loss of $14.4 million (98% loss severity).  The pool had
not realized any losses at last review.  Fifteen loans,
representing 19% of the pool, are currently in special servicing.
The largest specially serviced loan is the Midwest Retail
Portfolio Loan ($80.4 million -- 4.0% of the pool), which is
secured by 13 cross-collateralized and cross-defaulted retail
properties.  Twelve of the centers are located in Nebraska and one
in South Dakota.  The properties range from 34,000 to 180,000
square feet and total 1.5 million square feet.  The loan was
transferred to special servicing in August 2009 due to a shortage
of cash flow to cover operating expenses.  The special servicer is
negotiating a loan modification with the borrower.

The second largest loan in special servicing is the FPG Portfolio
I Loan ($79.2 million -- 3.9% of the pool), which is secured by 12
industrial properties located in nine states.  The loan was
transferred to special servicing July 2009 due to delinquency.
Portfolio performance has declined due to a decrease in rental
revenue.

The third largest specially serviced loan is the Lightstone
Portfolio Loan ($66.9 million -- 3.3% of the pool), which is
secured by three retail properties located in Georgia,
Pennsylvania and Tennessee.  The loan was transferred to special
servicing October 2008 due to delinquency.  The master servicer
has recognized a $42.9 million appraisal reduction for this loan.

The remaining specially serviced loans are secured by a mix of
property types and each represents less than 2% of the pool.  The
master servicer has recognized an aggregate $73.4 million
appraisal reduction for seven of the remaining specially serviced
loans.  Moody's estimates an aggregate loss of approximately
$162.4 million (43% expected loss on average) for the specially
serviced loans.

Based on the most recent remittance statement, Classes G through
P have experienced cumulative interest shortfalls totaling
$7 million.  Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans.  Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions and extraordinary
trust expenses.

Moody's was provided with full year 2009 operating results for 81%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 104% compared to 103% at
securitization.  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 1.28X and 0.98X, respectively, compared to
1.27X and 0.98X at securitization.  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 loan with a credit estimate is the Waterford Square Loan
($13 million -- 0.6% of the pool), which is secured by a 283,840
square foot retail center located in Waterford, Connecticut.  The
center was 91% leased as of June 2010 compared to 99% at
securitization.  Property performance has been stable since
securitization.  Moody's credit estimate and stressed DSCR are
Baa3 and 1.22X, respectively, compared to Baa3 and 1.30X at
securitization.

The top three performing conduit loans represent 24% of the
pool balance.  The largest loan is the Warner Building Loan
($292.7 million -- 14.4% of the pool), which is secured by a
666,000 square foot Class A office building located in Washington,
D.C.  The property was 99% leased as of June 2010, essentially the
same as at securitization.  Property performance has been impacted
by increased expenses.  Moody's LTV and stressed DSCR are 122% and
0.75X, respectively, compared to 110% and 0.88X at securitization.

The second largest loan is the Greenway Portfolio Loan
($112 million -- 5.5% of the pool), which is secured by eight
office buildings located in Middleton, Wisconsin.  The buildings
range from 26,000 to 260,000 square feet and total 913,000 square
feet.  The portfolio was 90% leased as of June 2010, compared to
94% at securitization.  Portfolio performance has been stable
since securitization.  Moody's LTV and stressed DSCR are 118% and
0.85X, respectively, compared to 120% and 0.88X at securitization.

The third largest loan is the Factory Building Loan ($75.9 million
-- 3.7% of the pool), which is secured by a 1.0 million square
foot industrial property located in Long Island City, New York.
The property was 86% leased as of September 2010 compared to 74%
at securitization.  Property performance is in-line with
securitization.  Moody's LTV and stressed DSCR are 106% and 0.86X,
respectively, compared to 105% and 0.93X at securitization.


JP MORGAN: Moody's Downgrades Ratings on 13 2007-FL1 Certs.
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of 13 pooled
classes and seven non-pooled, or rake, classes of J.P. Morgan
Chase Commercial Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates, Series 2007-FL1.  Moody's rating action
is:

  -- Cl. A-1, Downgraded to Aa1 (sf); previously on Sept. 29, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. X-2, Downgraded to Aa1 (sf); previously on Sept. 29, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Baa1 (sf); previously on Sept. 29,
     2010 Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Baa2 (sf); previously on Sept. 29, 2010
     Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Baa3 (sf); previously on Sept. 29, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Ba1 (sf); previously on Sept. 29, 2010
     A2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to B1 (sf); previously on Sept. 29, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to B2 (sf); previously on Sept. 29, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

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

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

  -- Cl. J, Downgraded to Ca (sf); previously on Sept. 29, 2010 B3
     (sf) Placed Under Review for Possible Downgrade

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

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

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

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

  -- Cl. RS-3, Downgraded to C (sf); previously on Sept. 29, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. RS-4, Downgraded to C (sf); previously on Sept. 29, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. RS-5, Downgraded to C (sf); previously on Sept. 29, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. RS-6, Downgraded to C (sf); previously on Sept. 29, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. RS-7, Downgraded to C (sf); previously on Sept. 29, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The downgrades were due to the deterioration in the performance of
the assets in the trust, the significant concentration of loans
secured by hotel or casino properties (70% of the pooled balance),
the refinancing risk associated with loans approaching maturity in
an adverse environment and the modified pro-rata structure of
principal paydowns.

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

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

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

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

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.

                         Deal Performance

As of the December 15, 2010 distribution date, the transaction's
certificate balance decreased by approximately 13% to
$1.44 billion from $1.65 billion at securitization due to the
payoff of three loans and a principal pay down of one loan.  The
Certificates are collateralized by 19 floating-rate loans ranging
in size from 1% to 16% of the pooled trust mortgage balance.  The
largest three loans account for 41% of the pooled balance.

The deal has a modified pro-rata structure.  Interest on the
pooled trust certificates are distributed first to A-1 and X-2 pro
rata, and then to Classes A-2, B, C, D, E, F, G, H, J, K, and L,
sequentially.  Prior to a monetary or material non-monetary event
of default, scheduled and unscheduled principal payments are
allocated to the Pooled Classes and junior participation interests
on a pro rata basis.  Initially, 80% of the principal received is
paid to the Class A-1 and A-2 certificates sequentially and 20%
was allocated pro rata to the other certificates.  Principal
distributions are made sequentially from the most senior to the
most junior class after the outstanding principal balance of the
Pooled Trust Assets (exclusive of Trust Assets related to
Specially Service Mortgage Loans) is less than 20% of the initial
principal balance of the Trust Assets.  All losses and shortfalls
will be allocated first to the relevant junior interest, then to
the Raked Classes, and then to Classes L, K, J, H, G, F, E, D, C,
B, and A-2 in that order, and then to Class A-1.

The pool has experienced $378,132 of losses to date.  Currently
four loans are in special servicing (12% of pooled balance) which
are the Resorts International loan (8%), the Westin Chicago North
Shore loan (3%), the Sofitel Minneapolis loan (1%) and the 321
Ellis loan (1%).  All four specially serviced loans are in various
stages of or appear to be headed towards foreclosure.

The Resorts International loan consists of a pooled balance of
$120.2 million and a non-pooled balance of $87.7 million which is
secured by three hotel/casinos with a total of 1,242 rooms:
Atlantic City Hilton (Atlantic City, New Jersey), Bally's Tunica
(Robinsonville, Mississippi), and Resorts Tunica (Tunica,
Mississippi).  In July 2009, the portfolio was transferred to
special servicing due to payment default.  The portfolio's
operating performance has continued to deteriorate since
securitization.  The loan collateral was appraised in August 2010
for $249 million.  Servicer advances total almost $5 million.
Moody's anticipates a loss on this loan.  Non-pooled Classes RS-1,
RS-2, RS-3, RS-4, RS-5, RS-6, and RS-7 are secured by the junior
portion of the Resorts International Portfolio Loan.

Moody's weighed average pooled loan to value ratio is 108%
compared to 95% at last review on March 19, 2009 and 62% at
securitization.  Moody's pooled stressed DSCR is 1.19X, compared
to 1.23X at last review and 1.86X at securitization.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.
Large loan transactions generally have a Herf of less than 20.
The pool has a Herf of 11 compared to 12 at last review.

The largest loan in the pool is the Walden Galleria loan
($232.0 million, 16.1% of the pool balance), which is secured by
a dominant regional mall located in Buffalo, New York.  The
1.6 million square foot mall is anchored by JC Penney, Macy's
(anchor owned), Sears, Lord & Taylor (anchor owned), Dick's
Sporting Goods and Regal Cinemas.  The mall is managed by the
Pyramid Company and collateral vacancy as of June 2010 was 14.7%,
up from 8.7% at securitization.  The loan has extension options
through May 2012.  Moody's current pooled LTV is 65% and stressed
DSCR is 1.36X.  Moody's credit estimate is A3 compared to A1 at
last review.

The second largest pooled exposure, the Marriott Waikiki loan
($194.4 million, 13.5%), is secured by a leasehold interest in a
1,310 room full-service hotel known as The Marriott Waikiki Beach
Resort and Spa located in Honolulu, Hawaii.  RevPAR for the year
to date period ending August 2010 was $136.52, up 1.2% from RevPAR
for the same period in 2009 of $134.86.  The Oahu hotel market has
begun to show improved performance according to Smith Travel
Research.  Moody's anticipates that RevPAR for this hotel will
increase in line with the Oahu hotel market.  The loan has
extension options through May 2012.  Moody's current pooled LTV is
71% and stressed DSCR is 1.35X.  Moody's credit estimate is Ba1,
the same as last review.

The third largest loan, the PHOV Portfolio loan ($171.3 million;
11.9%), is secured by 11 full-service hotels with 3,025 guest
rooms located in New Jersey (2 properties), Louisiana (2
properties), Florida (2 properties), Illinois, California (3
properties) and South Carolina.  The portfolio's net cash flow has
not achieve Moody's original expectations at securitization.  The
final extended maturity for the loan is May 2012.  Moody's current
pooled LTV is over 100%.  Moody's credit estimate is Caa3 compared
to B3 at last review.


JP MORGAN: Moody's Downgrades Ratings on 12 2005-A2 Tranches
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 12
tranches from one transaction issued by J.P. Morgan Alternative
Loan Trust 2005-A2.

Complete Rating Actions are:

Issuer: J.P. Morgan Alternative Loan Trust 2005-A2

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

  -- Cl. 1-A-2, Downgraded to Ca (sf); previously on Jan. 14, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Ba3 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. 3-A-1, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-2, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A-3, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. 4-A-1, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Ba1 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. 5-A-1, Downgraded to Caa2 (sf); previously on Jan. 14,
     2010 Baa2 (sf) Placed Under Review for Possible Downgrade

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

                        Ratings Rationale

The collateral backing the transaction consists primarily of
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.


JP MORGAN: Moody's Downgrades Ratings on Six 2005-CIBC13 Certs.
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes,
confirmed two classes and affirmed 16 classes of J.P. Morgan
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2005-CIBC13:

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

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

  -- Cl. A-3A1, Affirmed at Aaa (sf); previously on Dec. 7, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3A2, Affirmed at Aaa (sf); previously on Dec. 7, 2005
     Definitive Rating Assigned Aaa (sf)

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

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

  -- Cl. A-4, Confirmed at Aaa (sf); previously on Oct. 13, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. A-1A, Confirmed at Aaa (sf); previously on Oct. 13, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-M, Downgraded to A1 (sf); previously on Oct. 13, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-J, Downgraded to B1 (sf); previously on Oct. 13, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Caa2 (sf); previously on Oct. 13, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Caa3 (sf); previously on Oct. 13, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to C (sf); previously on Oct. 13, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to C (sf); previously on Oct. 13, 2010 Ca
     (sf) Placed Under Review for Possible Downgrade

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

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

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

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

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

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

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

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

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

                        Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans.  The confirmations and affirmations
are due to key parameters, including Moody's loan to value 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
confirmed and affirmed classes are sufficient to maintain the
existing rating.

On October 13, 2010, Moody's placed eight classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
11.9% of the current balance.  At last review, Moody's cumulative
base expected loss was 8.4%.  Moody's stressed scenario loss is
25.0% 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 expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a 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.

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 7% to
$2.521 billion from $2.720 billion at securitization.  The
Certificates are collateralized by 219 mortgage loans ranging
in size from less than 1% to 7% of the pool, with the top ten
loans representing 35% of the pool.  The pool does not contain
any defeased loans or loans with credit estimates.

Fifty five loans, representing 20% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council monthly reporting package.  As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Nine loans have been liquidated from the pool since
securitization, resulting in an aggregate $50.6 million loss
(60% loss severity on average).  At last review the pool had
realized an aggregate loss of $3.4 million.  Thirteen loans,
representing 19% of the pool, are currently in special servicing.
The largest specially serviced loan is the DRA-CRT Portfolio I
Loan ($180.9 million -- 7.2% of the pool), which is secured by a
portfolio of 16 suburban office properties containing a total of
1.5 million square feet.  The properties are located in Florida
(12), North Carolina (2) and Maryland (2).  The loan was
transferred to special servicing in November 2009 due to imminent
default and is currently 90+ days delinquent.  The master servicer
recognized a $94.5 million appraisal reduction on April 6, 2010.

The second largest specially serviced loan is the Shore Club Loan
($109.3 million -- 4.3% of the pool), which is secured by a 322-
room full-service boutique hotel located in Miami Beach, Florida.
The loan was transferred to special servicing in September 2009
and is currently 90+ days delinquent.  The master servicer
recognized a $38.2 million appraisal reduction on January 6, 2010.
The remaining specially serviced loans are secured by a mix of
property types.  The master servicer has recognized an aggregate
$178 million appraisal reduction for eight of the specially
serviced loans.  Moody's has estimated an aggregate $232.7 million
loss (49% expected loss on average) for eleven of the specially
serviced loans.

Moody's has assumed a high default probability for 15 poorly
performing loans representing 4% of the pool and has estimated an
aggregate $20.1 million loss (20% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2009 operating results for
81% of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 104%, essentially the same at
Moody's prior review.  Moody's net cash flow reflects a weighted
average haircut of 11.6% to the most recently available net
operating income.  Moody's value reflects a weighted average
capitalization rate of 9.4%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.33X and 0.98X, respectively, compared to
1.38X and 0.98X 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 36 compared to 55 at Moody's prior review.

The top three performing conduit loans represent 12% of the pool
balance.  The largest loan is the Mellon Bank Center Loan
($171.5 million -- 6.8% of the pool), which is secured by a
703,000 square foot office property located in Los Angeles,
California.  The property was 92% leased as of December 2009
compared to 95% at last review.  The largest tenants include
O'Melveny & Meyers LLP (42% of the Net Rentable Area; lease
expiration September 2015), Capital Group Companies (19% of the
NRA; lease expiration February 2018) and Mellon Financial
Corporation (14% of the NRA; lease expiration December 2011).  The
loan is interest only for its entire term.  Moody's LTV and
stressed DSCR are 119% and 0.77X, respectively, compared to 131%
and 0.70X at last review.

The second largest loan is Marriott Myrtle Beach Loan
($73.9 million -- 2.9% of the pool), which is secured by a 405
room full service hotel located in Myrtle Beach, South Carolina.
At last review Moody's value reflected a stressed cash flow due
to concerns about the future performance of the hotel sector.
As of December 2009, the performance of the hotel is in line
with securitization and the loan has benefited from amortization.
Moody's LTV and stressed DSCR are 79% and 1.5X, respectively,
compared to 113% and 1.05X at last review.

The third largest loan is the 270 Madison Avenue Loan
($65.0 million -- 2.6% of the pool), which is secured by 19-story
office building located in Manhattan, New York.  The property was
100% leased as of June 2010, similar to last review.  The loan is
interest only for its entire term.  Moody's LTV and stressed DSCR
are 113% and 0.84X, respectively, compared to 110% and 0.90X at
last review.


JPMORGAN CHASE: S&P Downgrades Ratings on Various 2001-C1 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M and N commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Corp.'s series 2001-
C1, a U.S. commercial mortgage-backed securities transaction, to
'D (sf)'.  At the same time, S&P lowered its ratings on the
transaction's class K and L certificates to 'B (sf)' and 'CCC-
(sf)', respectively.

The downgrades follow principal losses as reported in the December
2010 remittance report.  These principal losses directly affected
the class M and N certificates and also caused the class K and L
certificates to experience significant credit support erosion.
The class M certificate reported a loss of 84.66% of its original
certificate balance ($5.2 million).  In addition, the class N
certificate lost 100% of its $5.2 million original balance.

The recent principal losses resulted from the liquidation of one
real estate owned asset that was with the special servicer,
Midland Loan Services Inc. The Salado at Walnut Creek REO asset
had a total exposure of $15.2 million and comprised a 290-unit
multifamily property in Austin, Texas.  The related loan was
transferred to Midland in May 2003.  The trust incurred a
$11.0 million realized loss when the REO asset was liquidated
this past remittance period.  Based on the December 2010
remittance report data, the loss severity for this asset was
94.6%.

As of the December 2010, remittance report, the collateral
pool comprised 140 loans with an aggregate trust balance of
$775.7 million, down from 169 loans totaling $1.07 billion at
issuance.  Seven assets, totaling $31.0 million (4.0%), are with
the special servicer.  To date, the trust has experienced losses
on 12 assets totaling $29.1 million.  Based on the December
remittance report, the weighted average loss severity for these
assets was approximately 47.6% (based on the asset balance at the
time of disposition).

                         Ratings Lowered

        JPMorgan Chase Commercial Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2001-C1

                     Rating
                     ------
      Class       To         From     Credit Enhancement (%)
      -----       --         ----     ----------------------
      K           B (sf)     BB- (sf)                   1.51
      L           CCC- (sf)  B (sf)                     0.11
      M           D (sf)     B- (sf)                    0.00
      N           D (sf)     CCC (sf)                   0.00


JPMORGAN CHASE: S&P Downgrades Ratings on Seven 2001-CIBC2 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage-backed securities from JPMorgan
Chase Commercial Mortgage Securities Corp.'s series 2001-CIBC2.
S&P downgraded classes K and L to 'D (sf)' due to recurring
interest shortfalls.  S&P downgraded class M to 'D (sf)' due to a
principal loss.

S&P's rating actions on classes F through L reflect interest
shortfalls that have affected the trust, as well as the potential
that the trust may experience future interest shortfalls going
forward.  As per the December 2010 remittance report, the trust
experienced monthly interest shortfalls totaling $71,858.

Interest shortfalls have affected all of the classes subordinate
to and including class K.  If the trust had not received interest
recoveries associated with the liquidation of the 230 East Avenue
asset (which S&P discusses in detail below), Standard & Poor's
estimates that the trust would have experienced monthly interest
shortfalls in excess of $149,000, which would have affected all of
the classes subordinate to and including class H.  As a result of
the interest shortfalls reported on the December 2010 remittance
report, the interest available to the rated classes to absorb
additional shortfalls has been reduced, leaving them susceptible
to future shortfalls.  The current interest shortfalls primarily
resulted from special servicing fees (which, excluding interest
recoveries, totaled $18,843) and appraisal subordinate entitlement
reductions on six of the transaction's 12 specially serviced
assets.  These six assets had appraisal reduction amounts in the
aggregate amount of $20.5 million in effect, which generated
aggregate ASERs of $130,209.  S&P downgraded classes K and L to 'D
(sf)' due to recurring interest shortfalls.  Classes K and L have
accumulated interest shortfalls outstanding for nine and 10
consecutive months, respectively.

The downgrade of class M to 'D (sf)' follows a principal loss that
the class incurred as reported in the December 2010 remittance
report.  The class lost 65.4% of its original certificate balance
of $4.8 million.  The loss is attributable to the liquidation of
the 230 East Avenue asset, which was with the special servicer, C-
III Asset Management LLC.  The asset had a total exposure of $15.0
million and was secured by a 162,829-sq.-ft. office property in
Norwalk, Conn.  The asset was transferred to C-III in December
2009.  The trust incurred a $7.3 million realized loss when the
asset was liquidated this past remittance period.  Based on the
December 2010 remittance report data, the loss severity for this
asset was 53.1%.

As of the December 2010, remittance report, the collateral pool
comprised 93 loans and one real estate owned asset with an
aggregate trust balance of $625.9 million, down from 143 loans
totaling $961.7 million at issuance.  Twelve assets, totaling
$66.2 million (10.6%), are with the special servicer.  One asset
($6.5 million, 1.0%) is REO, one ($2.0 million, 0.3%) is
classified as a nonperforming matured balloon, and 10
($57.7 million, 9.2%) are 90-plus days delinquent.

                         Ratings Lowered

        JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2001-CIBC2

                  Rating
                  ------
    Class      To         From          Credit Enhancement (%)
    -----      --         ----          ----------------------
    F          BB+ (sf)   A- (sf)                         9.29
    G          CCC+ (sf)  BBB (sf)                        5.26
    H          CCC (sf)   BB- (sf)                        4.11
    J          CCC- (sf)  CCC+ (sf)                       2.96
    K          D (sf)     CCC (sf)                        1.03
    L          D (sf)     CCC- (sf)                       0.27
    M          D (sf)     CCC- (sf)                       0.00


JPMORGAN CHASE: S&P Downgrades Rating on 2003-LN1 Certs. to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D (sf)'
from 'CCC-(sf)' on the class M commercial mortgage pass-through
certificates from JPMorgan Chase Commercial Mortgage Securities
Corp.'s series 2003-LN1, a U.S. commercial mortgage-backed
securities transaction.

The downgrade follows a principal loss to the class, which the
Dec. 15, 2010, remittance report detailed.  The class M
certificate experienced a loss totaling 9.2% of its $10.5 million
beginning certificate balance.

According to the remittance report, the total principal loss of
$1.8 million to the trust resulted from the liquidation of one
asset that was with the special servicer, C-III Asset Management
LLC.  The 150 Technology Drive asset is a 28,930-sq.-ft.
industrial property in Dothan, Ala., and was transferred to the
special servicer on July 7, 2009, due to payment default.  The
asset had an outstanding balance of $2.4 million at the time of
liquidation.  Based on the December 2010 remittance report data,
the loss severity was 74.4%.

As of the December 2010 remittance report, the collateral pool
consisted of 163 loans with an aggregate trust balance of
$967.0 million, down from 185 loans totaling $1.3 billion at
issuance.  As of the Dec. 15, 2010, remittance report, one asset
totaling $4.5 million (0.5%) is with the special servicer.  To
date, the trust has experienced losses on four assets totaling
$25.0 million.  Based on the December 2010 remittance report data,
the loss severity for these four assets was approximately 92%.


JPMORGAN CHASE: S&P Cuts Ratings on Seven 2004-LN2 Securities
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage-backed securities from JPMorgan
Chase Commercial Mortgage Securities Corp.'s series 2004-LN2.  S&P
lowered its rating on class M to 'D (sf)' due to recurring
interest shortfalls.  S&P lowered its rating on class N to 'D
(sf)' due to a principal loss.

S&P's rating actions on classes G through M reflect interest
shortfalls that have affected the trust, as well as the potential
that the trust may experience future interest shortfalls.
According to the December 2010 remittance report, the trust was
allocated monthly interest shortfalls totaling $127,453.  Interest
shortfalls have affected all of the classes subordinate to and
including class M.  As a result, interest available to the rated
classes to absorb additional shortfalls has been reduced, leaving
them susceptible to future interest shortfalls.  The current
interest shortfalls were driven primarily by special servicing
fees, which totaled $26,325, and appraisal subordinate entitlement
reductions on nine of the transaction's 13 specially serviced
assets.  These nine assets had appraisal reduction amounts in the
aggregate amount of $15.0 million in effect, which generated
aggregate ASERs of $100,809.  S&P lowered its rating on class M to
'D (sf)' due to recurring interest shortfalls.  Class M has
accumulated interest shortfalls outstanding for six consecutive
months.

The downgrade of class N to 'D (sf)' follows a principal loss that
the class incurred as reported in the December 2010 remittance
report.  The class lost 26.2% of its original certificate balance
of $4.7 million.  The loss is attributable to the liquidation of
the Oakland Pointe Shopping Center loan, which was with the
special servicer, CWCapital Asset Management LLC.  The loan had a
total exposure of $11.8 million and was secured by a 214,512-sq.-
ft. retail property in Pontiac, Mich.  The loan was transferred to
CWCapital in December 2009.  The trust incurred an $8.6 million
realized loss when the asset was liquidated this past remittance
period.  Based on the December 2010 remittance report data, the
loss severity for this asset was 76.7%.

As of the December 2010, remittance report, the collateral pool
comprised 151 loans and four real estate owned assets with an
aggregate trust balance of $998.8 million, down from 175 loans
totaling $1.25 billion at issuance.  Thirteen assets, totaling
$117.4 million (11.7%), are with the special servicer.  The
payment status of the specially serviced assets is: four
($25.2 million, 2.5%) are REO, two ($27.1 million, 2.7%) are in
foreclosure, two ($8.5 million, 0.9%) are 90-plus days delinquent,
four ($45.9 million, 4.6%) are classified as nonperforming matured
balloon loans, and one ($10.6 million, 1.1%) is late, but less
than 30-days delinquent.

                         Ratings Lowered

        JPMorgan Chase Commercial Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2004-LN2

                  Rating
                  ------
    Class      To         From          Credit enhancement (%)
    -----      --         ----          ----------------------
    G          B (sf)     BB (sf)                         4.24
    H          CCC+ (sf)  B+ (sf)                         2.53
    J          CCC (sf)   B- (sf)                         1.90
    K          CCC- (sf)  CCC+ (sf)                       1.28
    L          CCC- (sf)  CCC (sf)                        0.81
    M          D (sf)     CCC- (sf)                       0.35
    N          D (sf)     CCC- (sf)                       0.00


JPMORGAN COMMERCIAL: S&P Raises Ratings on Two 99-PLS1 Notes
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of commercial mortgage-backed securities from JPMorgan
Commercial Mortgage Finance Corp.'s series 99-PLS1.  S&P raised
its rating on class F to 'AAA (sf)'.  In addition, S&P affirmed
its ratings on three other classes from the same transaction.

The upgrades reflect increased credit enhancement due to the
significant deleveraging of the transaction.  The affirmations
followed S&P's analysis of the remaining collateral in the
transaction, the transaction structure, and the liquidity
available to the trust.

S&P's analysis included a review of the credit characteristics of
all of the remaining loans in the transaction.  Using servicer-
provided financial information, Standard & Poor's calculated an
adjusted debt service coverage of 1.77x and a loan-to-value ratio
of 43.1%.  The adjusted DSC and LTV calculations exclude two
defeased loans ($4.0 million, 14.0%).

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

                       Transaction Summary

As of the December 2010 remittance report, the aggregate trust
balance was $28.4 million, which represents 13.4% of the aggregate
trust balance at issuance.  There are 13 assets in the
transaction, down from 65 at issuance.  Two ($4.0 million, 14.0%)
of the loans are defeased.  As of the December 2010 remittance
report, none of the loans were with the special servicer, LNR
Partners Inc. The master servicer for the transaction, Midland
Loan Services, provided financial information for 100% of the
nondefeased loans, and all of the servicer-provided information
was interim-2009 or full-year 2009 data.

S&P calculated a weighted average DSC of 1.83x based on the
reported figures.  S&P's adjusted DSC and LTV, which exclude two
defeased loans ($4.0 million, 14.0%), were 1.77x and 43.1%,
respectively.  None of the loans have a reported DSC of less than
1.10x.  One loan ($279,208, 1.0%) is on the master servicer's
watchlist.

                     Summary of Top 3 Loans

The top three loans have an aggregate outstanding balance of
$14.3 million (50.3%).  Using servicer-reported numbers, S&P
calculated a weighted average DSC of 1.78x for the top three
loans.  S&P's adjusted DSC and LTV for the top three loans were
1.75x and 47.4%, respectively.  Details regarding the three
largest loans are:

The Sonora Hills Manufactured Home Community loan ($5.7 million,
20.0%) is the largest loan in the transaction and is secured by a
236-unit manufactured home community for seniors in Sonora, Calif.
For the six months ended June 30, 2010, the reported DSC and
occupancy were 2.02x and 87%, respectively.

The United Artist Theater-Farmingdale loan ($5.3 million, 18.8%)
is the second-largest loan in the transaction and is secured by a
44,573-sq.-ft. retail center comprised of two buildings in
Farmingdale, N.Y.  The property includes an 1,800-sq.-ft. single-
story Starbucks with a lease expiring on Feb. 28, 2014, and a 10-
screen United Artists Stadium Theater with a lease expiring on
Dec. 31, 2018.  As of Dec. 31, 2009, the reported DSC and
occupancy were 1.61x and 100%, respectively.

The Newton Industrial Commons loan ($3.3 million, 11.5%) is the
third-largest loan in the transaction and is secured by three
office buildings totaling 55,645 sq. ft. in Newtown, Pa.  As of
Dec. 31, 2009, the DSC and occupancy were 1.58x and 100.0%,
respectively.

The master servicer reported a watchlist of one loan ($279,208,
1.0%), the Hollywood Video loan, which is the smallest loan in the
transaction.  This loan is secured by a 7,488-sq.-ft. single
tenant retail property in Jacksonville, North Carolina.  According
to the watchlist notes, Hollywood Video declared bankruptcy and
vacated the space.  The borrower has signed a new tenant, ABC
Phones, to a five-year lease that commences on Jan. 8, 2011.

Each of the remaining seven loans represent less than 8.73% of
the trust balance and have current loan balances of less than
$2.5 million.

Standard & Poor's stressed the loans in the transaction according
to its U.S. conduit/fusion criteria.  The resultant credit
enhancement levels support the raised and affirmed ratings.

                         Ratings Raised

            JPMorgan Commercial Mortgage Finance Corp.
  Commercial mortgage pass-through certificates series 99-PLS1

                  Rating
                  ------
        Class  To        From      Credit enhancement (%)
        -----  --        ----      ----------------------
        F      AAA (sf)  AA- (sf)                97.09
        G      A (sf)    BBB+ (sf)               63.49

                         Ratings Affirmed

            JPMorgan Commercial Mortgage Finance Corp.
  Commercial mortgage pass-through certificates series 99-PLS1

                       Rating
                       ------
         Class  To                Credit enhancement (%)
         -----  --                ----------------------
         H      BB+ (sf)                          37.35
         J      B+  (sf)                          29.88
         X      AAA (sf)                          N/A

                       N/A - Not applicable.


LB-UBS COMMERCIAL: Fitch Downgrades Ratings on 14 2007-C2 Certs.
----------------------------------------------------------------
Fitch Ratings downgrades 14 classes of LB-UBS Commercial Mortgage
Trust, series 2007-C2 commercial mortgage pass-through
certificates due to further performance deterioration and an
increase in expected losses on the specially serviced loans.

The downgrades reflect an increase in Fitch expected losses across
the pool, the transfer of 8 loans (8.2%) to special servicing
since September 2010, and updated valuations on the existing
specially serviced loans which reflect the highly leverage debt
secured by several of the loans.  Fitch modeled losses of 12.9% of
the remaining pool; expected losses of the original pool are at
13.9%, including losses realized to date.  Fitch has designated 41
loans (29.6% of the pool) as Fitch Loans of Concern, which include
21 specially serviced loans (18.5%) Four of the Fitch Loans of
Concern (15.0%) are within the transaction's top 15 loans by
unpaid principal balance.  Fitch expects that classes E thru S may
eventually be fully depleted from losses associated with loans
currently in special servicing.

As of the November 2010 distribution date, the pool's aggregate
principal balance has reduced by 2.1% (including 1.2% of realized
losses) to $3.48 billion from $3.55 billion at issuance.  No loans
are currently defeased.  Interest shortfalls are affecting classes
G through T.

The largest contributor to Fitch-modeled losses is the One
Alliance Center loan (4.7%), which is secured by a 20-story,
553,017-square foot Class A office building located in the
Buckhead submarket of Atlanta, Georgia.  The loan transferred to
special servicing in May 2010 for imminent default due to
significant near-term lease expirations coupled with soft market
conditions.  Though the June rent roll reported occupancy at 96%
and the year-end 2009 debt service coverage ratio was 1.28 times,
leases corresponding to approximately 77% of the property's net
rentable area are scheduled to expire through 2013.  Rents for
leases in place at the property are well above market, as
evidenced by recent renewals at lower rates.  The borrower has
requested a loan modification due to significant anticipated
capital associated with leasing costs.  As of the November 2010
remittance date, there was $4.3 million in reserves and a
$2 million letter of credit available for leasing costs.

The second-largest contributor to Fitch-modeled losses is the
Bethany Maryland Portfolio loan (5.3%), which is collateralized by
three multifamily properties totaling 1,909 units.  The properties
are located across the Washington-Arlington-Alexandria and
Baltimore metropolitan statistic areas.  The loan transferred to
the special servicer in April 2009 due to the borrower's request
to modify payment terms for the non-trust B note and to modify
certain reserve provisions.  The initial agreement expired and the
borrower made an additional modification request, which is
currently being reviewed by the special servicer.  The trust A
note remains current.

The third-largest contributor to Fitch-modeled losses (3.8%) is
secured by a 12-story, 283,336-sf office building located in the
Foggy Bottom/West End submarket of Washington, D.C.  The property
was 100% occupied as of the August 2010 rent roll, with limited
rollover until December 2018 (when 35% of the NRA expires).  As of
YE 2009, the servicer reported DSCR was 1.23x, compared with 1.20x
at issuance.  Fitch's modeled valuation accounts for above-market
rents currently in place at the property.  The loan matures in
April 2017.

Fitch downgrades these classes and revises the Loss Severity
ratings or assigns Recovery Ratings as indicated:

  -- $355.4 million class A-M to 'AAsf/LS4' from 'AAAsf/LS3';
     Outlook Negative;

  -- $315.5 million class A-J to 'Bsf/LS4' from 'BBB-sf/LS3';
     Outlook Negative;

  -- $26.7 million class B to 'CCCsf/RR1' from 'BBsf/LS5';

  -- $53.3 million class C to 'CCCsf/RR1' from 'Bsf/LS5';

  -- $40 million class D to 'CCCsf/RR2' from 'Bsf/LS5';

  -- $13.3 million class E to 'CCCsf/RR2' from 'Bsf/LS5';

  -- $26.7 million class F to 'CCCsf/RR6' from 'B-sf/LS5';

  -- $35.5 million class G to 'CCCsf/RR6' from 'B-sf/LS5';

  -- $31.1 million class H to 'CCCsf/RR6' from 'B-sf/LS5';

  -- $35.5 million class J to 'CCCsf/RR6' from 'B-sf/LS5';

  -- $40 million class K to 'CCsf/RR6' from 'CCCsf/RR6';

  -- $17.8 million class L to 'Csf/RR6' from 'CCCsf/RR6';

  -- $8.9 million class M to 'Csf/RR6' from 'CCCsf/RR6';

  -- $4.4 million class N to 'Csf/RR6' from 'CCCsf/RR6.

In addition, Fitch affirms these classes and revises the LS
ratings as indicated:

  -- $440.7 million class A-2 at 'AAAsf/LS2'; Outlook Stable;
  -- $78 million class A-AB at 'AAAsf/LS2'; Outlook Stable;
  -- $1.278 billion class A-3 at 'AAAsf/LS2'; Outlook Stable;
  -- $657.6 million class A-1A at 'AAAsf/LS2'; Outlook Stable.

Fitch does not rate the $8.9 million class P, $4.4 million class
Q, or the $6.8 million class S.  The unrated class T has been
reduced to zero due to realized losses.  Class A-1 has repaid in
full.

Fitch withdraws the rating on the interest-only classes X-CP, X-W,
and X-CL.


LB-UBS COMMERCIAL: Moody's Downgrades Ratings on 2000-C5 Certs.
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes,
confirmed two classes and affirmed six classes of LB-UBS
Commercial Mortgage Trust 2000-C5, Commercial Mortgage Pass-
Through Certificates, Series 2000-C5:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on Dec. 21, 2000
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on Dec. 21, 2000
     Definitive Rating Assigned Aaa (sf)

  -- Cl. B, Affirmed at Aaa (sf); previously on Sept. 14, 2005
     Upgraded to Aaa (sf)

  -- Cl. C, Confirmed at Aaa (sf); previously on Sept. 2, 2010 Aaa
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Confirmed at Aa3 (sf); previously on Sept. 2, 2010 Aa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Baa1 (sf); previously on Sept. 2, 2010
     A2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to B1 (sf); previously on Sept. 2, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Caa3 (sf); previously on Sept. 2, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

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

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

  -- Cl. K, Affirmed at C (sf); previously on Sept. 2, 2010
     Downgraded to C (sf)

  -- Cl. L, Affirmed at C (sf); previously on March 11, 2009
     Downgraded to C (sf)

  -- Cl. M, Affirmed at C (sf); previously on Dec. 21, 2006
     Downgraded to C (sf)

                        Ratings Rationale

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans, interest shortfalls and concerns
about loans approaching maturity in an adverse environment.
Seventeen loans, representing 62% of the pool, have either matured
or mature within the next six months and have a Moody's stressed
debt service coverage ratio less than 1.0X.

The confirmations and 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.

On September 2, 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
21.8% of the current balance.  Moody's stressed scenario loss is
29.1% of the current balance.

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

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions as well as the excel-based CMBS Large Loan Model v.
8.0 which is used for Large Loan 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 6 compared to 22 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.

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 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 83% to
$172.6 million from $997.2 million at securitization.  The
Certificates are collateralized by 23 mortgage loans ranging in
size from less than 1% to 30% of the pool, with the top ten loans
representing 84% of the pool.  At securitization, the Gallery at
Harborplace Loan had an investment grade credit estimate.
However, due to a decline in property performance and increased
leverage, this loan is now analyzed as part of the conduit pool.
One loan, representing less than 1% of the pool, has defeased and
is collateralized with U.S. Government securities.

Seven loans, representing 54% 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 $1.6 million loss (20% expected loss based on a 50%
default probability) from these troubled loans.

Eighteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $37.3 million (43% loss severity
overall).  At last review the pool had experienced aggregate
losses totaling $27.2 million.  Twelve loans, representing 44% of
the pool, are currently in special servicing.  The largest loan in
special servicing is the River Plaza Loan ($24.3 million -- 14.0%
of the pool), which is secured by a 202,000 square foot office
building located in downtown Stamford, Connecticut.  The property
experienced a significant decline in occupancy due to the largest
tenant, which originally occupied 40% of the premises, vacating in
July 2008.  The loan was transferred to special servicing in March
2009 and is now real estate owned.  The master servicer has
recognized a $9.7 million appraisal reduction for this loan.

The second largest loan in special servicing is the Bank Atlantic
Building Loan ($6.8 million -- 3.9% of the pool), which is secured
by a 81,402 square foot office building located in Miami, Florida.
The loan was transferred to special servicing in December 2007
when the sole tenant left the property at the end of its lease.
The property remains 100% vacant.  The loan is now REO.  The
master servicer has recognized a $5.5 million appraisal reduction
for this loan.

The third largest loan in special servicing is the Westway
Shopping Center Loan ($6.5 million -- 3.7% of the pool), which is
secured by a 220,010 square foot retail center in Wichita, Kansas.
The loan was transferred to special servicing in August 2010 due
to the borrower failing to establish a required cash management
account.  The property was 62% leased as of June 2010 compared to
59% at last review.

The remaining specially serviced loans are secured by a mix of
property types and each represents less than 2% of the pool.  The
master servicer has recognized an aggregate $4 million appraisal
reduction for three of the remaining specially serviced loans.
Moody's estimates an aggregate loss of approximately $32.5 million
(45% expected loss on average) for the specially serviced loans.

Based on the most recent remittance statement, Classes G through
Q have experienced cumulative interest shortfalls totaling
$3.6 million.  Moody's anticipates that the pool will continue
to experience interest shortfalls because of the high exposure to
specially serviced loans.  Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions and extraordinary
trust expenses.

Moody's was provided with full year 2009 operating results for 79%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 104% compared to 90% 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
9.5%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 0.94X and 1.02X, respectively, compared to
1.21X and 1.32X at last review.  Moody's actual DSCR is based on
Moody's net cash flow and the loan's actual debt service.  Moody's
stressed DSCR is based on Moody's NCF and a 9.25% stressed rate
applied to the loan balance.

The top three performing conduit loans represent 49% of the pool
balance.  The largest loan is the Gallery at Harborplace Loan
($51.9 million -- 30.1% of the pool), which is secured by a
403,000 square foot mixed use development situated in the
Baltimore Inner Harbor in downtown Baltimore, Maryland.  The
property is also encumbered by a B-Note that is held outside the
trust.  The office component (265,000 square feet) was 66% leased
as of March 2010 compared to 55% at last review.  The retail
component (139,000 square feet) was 87% leased compared to 92% at
last review.  Property performance has declined significantly
since last review due to the decline in occupancy.  The loan has
amortized 4% since last review.  Moody's LTV and stressed DSCR are
103% and 0.99X, respectively, compared to 65% and 1.59X at last
review.

The second largest loan is the Utica Park Place Shopping Center
Loan ($27.8 million -- 16.1% of the pool), which is secured by a
456,000 square foot retail center located in Utica, Michigan.  The
center was 89% leased as of March 2010, the same as at last
review.  The loan has been on the servicer's watchlist since May
2009 for poor performance and low DSCR.  Moody's considers this
loan to have a high default probability and has classified it as a
troubled loan.  Moody's LTV and stressed DSCR are 119% and 0.84X,
compared to 114% and 0.88X at last review.

The third largest loan is the 711 Executive Boulevard Loan
($5.3 million -- 3.1% of the pool), which is secured by a 112,900
square foot industrial/warehouse property located in Valley
Cottage, New York.  The property was 97% leased as of December
2009 compared to 100% at securitization.  Property performance has
been stable and the loan has amortized 3% since last review.
Moody's LTV and stressed DSCR are 56% and 1.92X, respectively,
compared to 57% and 1.88X at last review.


LB-UBS COMMERCIAL: Moody's Downgrades Ratings on 2004-C2 Certs.
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 13 classes and
affirmed seven classes of LB-UBS Commercial Mortgage Trust 2004-
C2, Commercial Mortgage Pass-Through Certificates, Series 2004-C2:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on Sept. 28, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on Sept. 28, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on Sept. 28, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-CL, Affirmed at Aaa (sf); previously on Sept. 28, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-CP, Affirmed at Aaa (sf); previously on Sept. 28, 2004
     Definitive Rating Assigned Aaa (sf)

  -- Cl. B, Affirmed at Aaa (sf); previously on March 13, 2007
     Upgraded to Aaa (sf)

  -- Cl. C, Affirmed at Aa1 (sf); previously on March 13, 2007
     Upgraded to Aa1 (sf)

  -- Cl. D, Downgraded to Aa3 (sf); previously on Nov. 17, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to A2 (sf); previously on Nov. 17, 2010 A1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Baa1 (sf); previously on Nov. 17, 2010
     A2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Ba2 (sf); previously on Nov. 17, 2010 A3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to B1 (sf); previously on Nov. 17, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to B3 (sf); previously on Nov. 17, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to Caa3 (sf); previously on Nov. 17, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to Ca (sf); previously on Nov. 17, 2010 Ba1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. M, Downgraded to C (sf); previously on Nov. 17, 2010 B1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. N, Downgraded to C (sf); previously on Nov. 17, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. P, Downgraded to C (sf); previously on Nov. 17, 2010 B3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. Q, Downgraded to C (sf); previously on Nov. 17, 2010 Caa1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. S, Downgraded to C (sf); previously on Nov. 17, 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, 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.

On November 17, 2010, Moody's placed 13 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
3.4% of the current balance.  At last review, Moody's cumulative
base expected loss was 2.9%.  Moody's stressed scenario loss is
6.2% of the current balance.

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

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions as well as the excel-based CMBS Large Loan Model v.
8.0 which is used for Large Loan 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 16 compared to 18 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.

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 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 29% to
$880.1 million from $1.23 billion at securitization.  The
Certificates are collateralized by 72 mortgage loans ranging in
size from less than 1% to 17% of the pool, with the top ten loans
representing 34% of the pool.  The pool contains four loans,
representing 40% of the pool, with investment grade credit
estimates.  Eight loans, representing 5% of the pool, have
defeased and are collateralized with U.S. Government securities,
essentially the same as at last review.

Seventeen loans, representing 8% 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 five of the watchlisted loans and has
estimated a $3.5 million loss (20% expected loss based on a 50%
default probability) from these troubled loans.

One loan has been liquidated from the pool, resulting in an
aggregate realized loss of $12.5 million (79% loss severity).  The
pool had not experienced any realized losses at last review.
Seven loans, representing 5% of the pool, are currently in special
servicing.  These loans are secured by a mix of property types and
each represents less than 2% of the pool.  The master servicer has
recognized an aggregate $9.0 million appraisal reduction for three
of the specially serviced loans.  Moody's estimates an aggregate
loss of approximately $18.4 million (45% expected loss on average)
for the specially serviced loans.

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 is 82% compared to 97% at last
review.  Moody's net cash flow reflects a weighted average haircut
of 14% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.4%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.66X and 1.28X, respectively, compared to
1.43X and 1.12X 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 GIC Office
Portfolio Loan ($146.7 million -- 16.7% 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 net rentable area),
suburban Philadelphia (17% of the NRA) and San Francisco (12% of
the NRA).  As of January 2010, the portfolio was 87% leased
compared to 91% at last review.  The portfolio's performance has
declined since last review due to decreased rental revenues and
increased expenses.  The loan matures in January 2014.  Moody's
credit estimate and stressed DSCR are Baa3 and 1.45X,
respectively, compared to Baa2 and 1.44X at last review.

The second loan with a credit estimate is the Somerset Collection
Loan ($125.5 million -- 14.3% of the pool), which is a 50% pari
passu interest in a $251.0 million first mortgage loan.  The loan
is secured by the borrower's interest in a 1.4 million square foot
regional mall located in Troy, Michigan.  The center is the
dominant mall in its trade area and is anchored by Macy's,
Nordstrom, Saks Fifth Avenue and Neiman Marcus.  As of December
2009, the property was 97% leased compared to 99% at last review.
The property is also encumbered by a B-Note which is held outside
the trust.  The loan is interest only for its entire 10-year term.
Property performance has improved since last review due to a drop
in expenses.  Moody's credit estimate and stressed DSCR are A1 and
1.51X, respectively, compared to Baa2 and 1.36X at last review.

The third loan with a credit estimate is the Farmers Market Loan
($40.2 million -- 4.6% of the pool), which is secured by a 228,339
square foot mixed-use property (retail & office) built in 1940 and
renovated in 2002 and located in Los Angeles, California.  As of
June 2010, the property was 98% leased, the same as at last
review.  Property performance has improved due to an increase in
revenue.  Moody's credit estimate and stressed DSCR are Aa3 and
1.83X, respectively, compared to A1 and 1.65X at last review.

The fourth loan with a credit estimate is the Ruppert Yorkville
Towers Loan ($40.2 million -- 4.6% of the pool), which is secured
by the borrower's interest in a high-rise, 825-unit multifamily
complex located on the Upper East Side of Manhattan.  The complex
was completed in 1975 and converted to a condominium structure in
2003.  The collateral for the loan includes 432 unsold residential
units, unsold storage units and 53,810 square feet of commercial
space.  The unsold units are either vacant, occupied by market
rate tenants or occupied by pre-conversion tenants at below market
rental rates.  The majority of tenants pay rents that are
significantly below market.  Moody's credit estimate is Aaa, the
same as at last review.

The top three performing conduit loans represent 18% of the pool
balance.  The largest loan is the Maritime Plaza I and II Loan
($69.9 million -- 7.9% of the pool), which is secured by two
office buildings totaling 345,736 square feet.  Built in 2001 and
renovated in 2003, the properties are situated at the intersection
of M Street and 12th Street in Washington, DC.  As of June 2010,
the properties were 100% leased, the same as at last review.  The
largest tenant is Computer Sciences Corporation (37% of the NRA,
lease expiration in 2013 and 2014).  Financial performance has
been stable and the loan has amortized 5% since last review.
Moody's LTV and stressed DSCR are 75% and 1.31X, respectively,
compared to 85% and 1.14X at the last review.

The second largest loan is the Inland Center Loan ($47.1 million -
- 5.4% of the pool), which is secured by the borrower's interest
in a 1.0 million square foot regional mall located in San
Bernardino, California.  The loan was originally scheduled to
mature in February 2009.  However, it has been extended through
February 2011 and as of June 2009, all excess cash flow has been
applied to pay down the loan's principal balance.  Property
performance has been stable and the loan has amortized 11% since
last review.  Moody's LTV and stressed DSCR are 79% and 1.37X,
respectively, compared to 111% and 0.97X at last review.

The third largest loan is the 280 Metro Center Loan ($43.1 million
-- 4.9% of the pool), which is secured by the borrower's interest
in a 351,000 square foot anchored retail center built in 1986.
The center is located in Colma, California, which is ten miles
south of San Francisco.  The non-collateral anchors include Home
Depot and Joann's Fabrics.  The anchors included in the collateral
are Marshalls, Nordstrom's Rack and Bed, Bath & Beyond.  The
property was 99% leased as of December 2009, the same as at last
review.  Property performance has been stable and the loan has
amortized 3% since last review.  Moody's LTV and stressed DSCR are
85% and 1.15X, respectively, compared to 89% and 1.10X at last
review.


LB-UBS COMMERCIAL: Moody's Reviews Ratings on Seven 2004-C8 Certs.
------------------------------------------------------------------
Moody's Investors Service placed seven classes of LB-UBS
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2004-C8, on review for possible downgrade:

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

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

  -- Cl. C, A3 (sf) Placed Under Review for Possible Downgrade;
     previously on April 15, 2010 Downgraded to A3 (sf)

  -- Cl. D, Baa3 (sf) Placed Under Review for Possible Downgrade;
     previously on April 15, 2010 Downgraded to Baa3 (sf)

  -- Cl. E, B3 (sf) Placed Under Review for Possible Downgrade;
     previously on April 15, 2010 Downgraded to B3 (sf)

  -- Cl. F, Caa3 (sf) Placed Under Review for Possible Downgrade;
     previously on April 15, 2010 Downgraded to Caa3 (sf)

  -- Cl. G, Ca (sf) Placed Under Review for Possible Downgrade;
     previously on April 15, 2010 Downgraded to Ca (sf)

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions.  Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated April 15, 2010.

                   Deal And Performance Summary

As of the November 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 27% to $952 million
from $1.31 billion at securitization.  The Certificates are
collateralized by 76 mortgage loans ranging in size from less than
1% to 11.8% of the pool.  Three loans, representing 23% of the
pool, have defeased and are collateralized with U.S. Government
securities.

Twelve loans, representing 10% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council monthly reporting package.  As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Seven loans have been liquidated from the trust since
securitization, resulting in an aggregate $13.8 million loss (44%
loss severity on average).  Currently fifteen loans, representing
22% of the pool, are in special servicing.  The largest exposure
in special servicing is the Lembi Portfolio ($113.8 million - 12%
of the pool), which is secured by 29 multifamily properties
located in San Francisco.  The loans were transferred to special
servicing in May 2009 due to delinquency and are currently in
foreclosure.  Of the remaining specially serviced loans, five are
secured by retail properties and one is secured by a multifamily
property.  The master servicer has recognized an aggregate $25.1
million appraisal reductions for five of the specially serviced
loans.

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


LB-UBS COMMERCIAL: Moody's Downgrades Ratings on 11 2005-C2 Certs.
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 11 classes,
confirmed one class and affirmed ten classes of LB-UBS Commercial
Mortgage Trust 2005-C2, Commercial Mortgage Pass-Through
Certificates, Series 2005-C2:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on April 25, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on April 25, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on April 25, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-AB, Affirmed at Aaa (sf); previously on April 25, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-CL, Affirmed at Aaa (sf); previously on April 25, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-CP, Affirmed at Aaa (sf); previously on April 25, 2005
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-5, Confirmed at Aaa (sf); previously on Oct. 13, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-J, Downgraded to Aa1 (sf); previously on Oct. 13, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Aa2 (sf); previously on Oct. 13, 2010
     Aa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to A2 (sf); previously on Oct. 13, 2010 Aa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Baa1 (sf); previously on Oct. 13, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Ba3 (sf); previously on Oct. 13, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to B3 (sf); previously on Oct. 13, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Caa1 (sf); previously on Oct. 13, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to Caa3 (sf); previously on Oct. 13, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to C (sf); previously on Oct. 13, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to C (sf); previously on Oct. 13, 2010 B3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to C (sf); previously on Oct. 13, 2010 Caa1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. M, Affirmed at C (sf); previously on Oct. 13, 2010
     Downgraded to C (sf)

  -- Cl. N, Affirmed at C (sf); previously on Oct. 13, 2010
     Downgraded to C (sf)

  -- Cl. P, Affirmed at C (sf); previously on Oct. 13, 2010
     Downgraded to C (sf)

  -- Cl. Q, Affirmed at C (sf); previously on Oct. 13, 2010
     Downgraded to C (sf)

                        Ratings Rationale

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

On October 13, 2010, Moody's placed 12 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
9.9% of the current balance.  At last review, Moody's cumulative
base expected loss was 4.4%.  Moody's stressed scenario loss is
14.6% of the current balance.

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

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a 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 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 17, the same as 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.

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 31% to
$1.336 billion from $1.942 billion at securitization.  The
Certificates are collateralized by 93 mortgage loans ranging in
size from less than 1% to 16% of the pool, with the top ten loans
representing 66% of the pool.  The pool includes three loans,
representing 18% of the pool with investment grade credit
estimates.  Two loans representing 2.6% of the pool have defeased
and are collateralized with U.S. Government securities.

Sixteen loans, representing 20% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council monthly reporting package.  As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Eight loans have been liquidated from the pool since
securitization, resulting in an aggregate $32.3 million loss (15%
loss severity on average).  The pool had not experienced any
realized losses at last review.  Fifteen loans, representing 35%
of the pool, are currently in special servicing.  The largest
specially serviced loan is The Woodbury Office Portfolio II Loan
($157.8 million -- 11.8% of the pool), which is secured by 22
buildings totaling 1.1 million square feet.  All of the properties
are located in Woodbury (Nassau County), New York.  The portfolio
was 98% leased as of June 2009 compared to 97% at last review.
The loan was transferred to special servicing in January 2010 due
to the borrower's request for a modification.

The second largest specially service is the Park 80 West Loan
($100 million -- 7.5% of the pool), which is secured by a 490,000
square foot office complex located in Saddle Brook (Bergen
County), New Jersey.  The property was 77% leased as of September
2009 compared to 85% at last review.  The loan was transferred to
special servicing in February 2009 due to the borrower's request
for a modification.  The loan is current.  The remaining specially
serviced loans are secured by a mix of property types.  The master
servicer has recognized an aggregate $31.4 million appraisal
reduction for nine of the specially serviced loans.  Moody's has
estimated an aggregate $98.7 million loss (23% expected loss on
average) for 14 of the specially serviced loans.

Moody's has assumed a high default probability for two poorly
performing loans representing 1% of the pool and has estimated an
aggregate $2.2 million loss (20% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2009 operating results for 65%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 96% compared to 106% at last
review.  Moody's net cash flow reflects a weighted average haircut
of 11.9% 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 1.47X and 1.14X, respectively, compared to
1.39X and 0.98X 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 909 Third Avenue
Loan ($207.4 million -- 15.5% of the pool), which is secured by a
1.3 million square foot office building located in midtown
Manhattan.  The building was 88% leased as of March 2010 compared
to 96% at last review.  Despite a decrease in occupancy,
performance has been stable and the loan has benefited from
amortization.  The loan has amortized 2.4% since last review.
Moody's current credit estimate and stressed DSCR are Baa3 and
1.0X, respectively, compared to Baa3 and 1.02X at last review.

The second loan with a credit estimate is the 895 Broadway Loan
($13.8 million -- 1.0% of the pool), which is secured by a 72,000
square foot office building located in the East Midtown South
submarket of New York City.  The property is 100% leased to three
tenants, the same as at last review.  The largest tenant is the
Equinox Fitness Center, which leases 81% of the property.  Due to
an increase in rental revenue and amortization, loan performance
has improved since last review.  Moody's current credit estimate
and stressed DSCR are A3 and 1.72X, respectively, compared to Baa2
and 1.45X at last review.

The third loan with a credit estimate is the Hartz Fee Loan
($13.5 million -- 1.0% of the pool), which is secured by a leased
fee interest located in Secaucus, New Jersey.  The land is
improved with two limited service hotels and a single tenant
retail building.  At securitization the retail building was leased
to Linen N'Things but it is now leased to Raymours Furniture
Compancy.  Moody's current credit estimate and stressed DSCR are
A2 and 1.33X, respectively, compared to A2 and 1.11X at last
review.

The top three performing conduit loans represent 19% of the pool
balance.  The largest loan is the Civica Office Commons Loan
($113.5 million -- 8.5% of the pool), which is secured by a
305,835 square foot office building complex located in Bellevue,
Washington.  The complex was 94% leased as of March 2010,
essentially the same as at last review.  The largest tenant is
Wells Fargo Bank, which leases 24% of the property through June
2018.  The loan is interest only for its entire term.  Moody's LTV
and stressed DSCR are 112% and 0.87X, respectively, compared to
106% and 0.92X at last review.

The second largest loan is Summit Hotel Portfolio Loan
($77.0 million -- 5.8% of the pool), which is secured by a
portfolio of 27 hotels containing an aggregate of 2,078 rooms
and located in 12 states.  The hotels are flagged as Fairfield
Inn, Hampton Inn, Homewood Suites, Comfort Inn & Comfort
Suites, Country Inn & Suites and Holiday Inn Express & Suites.
Performance has been stable.  Moody's LTV and stressed DSCR are
82% and 1.58X, respectively, compared to 84% and 1.54X at last
review.

The third largest loan is the Ridgmar Mall Loan ($57.4 million --
4.3% of the pool), which is secured by a 1.2 million square foot
retail mall located in Fort Worth, Texas.  The property is
anchored by JC Penny and Macy's.  The loan is currently on the
watchlist due to a loan modification that extended the loan term
from April 11, 2010 to April 11, 2011.  The property was 96%
leased as of March 2010, the same as last review.  Moody's LTV and
stressed DSCR are 86% and 1.17X, respectively, compared to 95% and
1.05X at last review.


LEHMAN BROTHERS: Moody's Cuts Ratings on Six 2006-LLF C5 Notes
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes
and affirmed five classes of Lehman Brothers Floating Rate
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-LLF C5.  In addition, three non-pooled,
or rake classses were placed under review for possible downgrade.
Moody's rating action is:

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

  -- Cl. X-2, Affirmed at Aaa (sf); previously on Aug. 17, 2006
     Assigned Aaa (sf)

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

  -- Cl. C, Affirmed at Aa3 (sf); previously on March 19, 2009
     Downgraded to Aa3 (sf)

  -- Cl. D, Affirmed at A2 (sf); previously on March 19, 2009
     Downgraded to A2 (sf)

  -- Cl. WSD, Downgraded to B3 (sf); previously on March 19, 2009
     Downgraded to Ba3 (sf)

  -- Cl. PR1-1, Downgraded to B2 (sf); previously on March 19,
     2009 Downgraded to Baa3 (sf)

  -- Cl. PR1-2, Downgraded to B3 (sf); previously on March 19,
     2009 Downgraded to Ba1 (sf)

  -- Cl. PR2, Downgraded to Ba3 (sf) and Placed Under Review for
     Possible Downgrade; previously on March 19, 2009 Downgraded
     to A3 (sf)

  -- Cl. PR3-1, Downgraded to B1 (sf) and Placed Under Review for
     Possible Downgrade; previously on March 19, 2009 Downgraded
     to Baa3 (sf)

  -- Cl. PR3-2, Downgraded to B2 (sf) and Placed Under Review for
     Possible Downgrade; previously on March 19, 2009 Downgraded
     to Ba1 (sf)

                        Ratings Rationale

The downgrade of non-pooled or rake bonds are due to higher
expected losses for the trust resulting from anticipated losses
and interest shortfalls.  The affirmation of the pooled classes
are due to key parameters, including Moody's loan to value ratio
and Moody's stressed debt service coverage ratio remaining within
acceptable ranges.  The pool has paid down by 24% since Moody's
last review, benefiting the senior classes.  Moody's does not rate
pooled classes E, F, G, H, J, K, and L which provide additional
credit support for the pooled classes.

Rake classes PR2, PR3-1 and PR3-2 were placed under review for
possible downgrade due to interest shortfalls and uncertainty
surrounding the outcome and timing of the resolution for the
Praedium Rental Portfolio II Loan and Praedium Rental Portfolio
III Loan.

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

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

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.0.  The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios.  Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship.  These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

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 December 15, 2010 distribution date, the transaction's
aggregate certificate balance has decreased to $699 million from
$922 million at last review.  The Certificates are collateralized
by nine floating rate whole loans and senior interests in whole
loans.  The loans range in size from 3% to 47% of the pooled
balance, with the top three loans representing 75% of the pool.
All of the loans have additional debt in the form of a non-pooled
or rake bond within the trust and/or B notes or mezzanine debt
outside of the trust.  All of the loans mature over the next 12
month period.

The largest loan in the pool is secured by fee interests in Walt
Disney World Swan & Dolphin Loan ($320 million, or 47% of the
pooled balance plus a $10 million rake bond within the trust).
The two-hotel portfolio (2,267 guestrooms) is located in Lake
Buena Vista, FL, near Orlando.  Orlando is a very popular
convention and group destination due to the presence of one of the
largest convention center in the country, theme parks and other
attractions and warm weather.  The Walt Disney World Swan &
Dolphin Hotels have always been considered one of the premier
destinations for large groups.  The sponsor is Tishman Speyer.

US Hotels suffered significant declines in operating performance
during the last two years.  Particularly, high-end properties that
cater to corporate groups have been hard hit.  However, the
lodging sector as a whole reached a turning point in late
2009/early 2010, and are showing signs of growth.

According to Smith Travel Research, Orlando's RevPAR in the year-
to-date period through October 2010 period was up only 2.1% from
the same period in 2009, well below that of the Top 25 Markets
(average of 6.5%).  However, monthly year-over-year comparison
shows a much brighter picture.  October 2010 RevPAR was up 13.8%
from that of October 2009.  September 2010 RevPAR was up 17.1%
from that of September 2009.  August 2010 RevPAR was up 11.0% from
that of August 2009.  Based on the trend of the last three months,
Moody's can gather that the recovery of Orlando market started
much later than some of the other MSAs in the US but is rebounding
strongly.

For the first nine month period ending September 2010, the Walt
Disney World Swan & Dolphin Loan achieved a Net Cash Flow of
$15 million, down 28% from $21 million achieved in 2009.  In 2009,
the properties' combined NCF was $28 million.  Although the in-
place cash flow is significantly below its historical average,
Moody's believes that the properties' location, reputation and
facilities provide a competitive asset valuation that may not be
represented by its current operating performance statistics.
Moody's weighted average LTV for the pooled portion is 85%,
including rakes is 88%.  Moody's current credit estimate for the
pooled portion is B2.  There is additional debt outside of the
trust.

The London NYC Loan ($130 million, or 19% of pooled balance) is a
564-guestrrom luxury hotel property located in midtown Manhattan.
The sponsor is The Blackstone Group.  The property's Net Operating
Income (NOI) for the nine month period ending September 2010 was
$12.5 million, up 39% from $9.0 million achieved during the same
time in 2009.  RevPAR averaged $303 during the year-to-date 2010
period compared to $264 in the year-to-date 2009.

NYC lodging market is the strongest market in the country
consistently achieving the highest RevPAR; however, NYC hotels
also suffered one of the highest declines in operating performance
during the last two years.  According to Smith Travel Research,
NYC's RevPAR in the year-to-date through October 2010 period was
up 13.6% from the same period in 2009, and recorded the highest
growth rate within the Top 25 MSAs as defined by Smith Travel
Research.  Luxury and urban properties are showing particularly
strong improvement compared to other segments.  There is
additional debt in the form of mezzanine outside the trust.
Moody's LTV for the pooled portion is 74%, and including the
mezzanine debt is 106%.  Moody's current credit estimate for the
pooled portion is Ba2.

There are currently five loans totaling 25% of pooled balance in
special servicing.  Sheraton Keauhou Bay Resort & Spa (8% of
pooled balance) has been in special servicing since September
2008.  The property has been on the market since January of this
year, and currently the special servicer is negotiating a sale.
The new appraisal (May 2010) values the property at $33.2 million.
National Conference Center Loan (5% of pooled balance) transferred
to special servicing in July 2010 due to imminent maturity
default.  The special servicer is still in negotiations with the
borrower.  The Praedium Rental Portfolio I (3% of pooled balance)
has been modified and extended, and pending return to master
servicer.

Praedium Rental Portfolio II (4% of pooled balance) and Praedium
Rental Portfolio III (3% of pooled balance) were transferred to
special servicing in September 2010 due to imminent default.  In
2009, the Praedium Rental Portfolio II achieved an occupancy of
88% and an NOI of $2.2 million.  According to the special
servicer, the estimated full year 2010 occupancy is expected to
increase to 90% with an NOI of $2.1 million.  In 2009, the
Praedium Rental Portfolio III achieved an occupancy of 96% and an
NOI of $2.1 million.  According to the special servicer, the
estimated full year 2010 operating performance is expected to be
just slightly lower than those of 2009.  The special servicer is
still in discussions with the borrower.

Rake classes associated with Praedium Rental Portfolio II Loan and
Praedium Rental Portfolio III Loan were placed under review for
possible downgrade due to interest shortfalls and uncertainty
surrounding the outcome and timing of the resolution.  Rake
classes associated with the Praedium Rental Portfolio I have not
been placed under review for possible downgrade as the loan was
extended to August 8, 2011, and the borrower will pay for all
costs associated with the modification including legal and special
servicing fees.

The pool has incurred $81 in cumulative bond losses, and $402,332
in interest shortfalls affecting popled Class L.  An additional
interest shortfalls totaling $37,670 have been incurred by rake
classes PR1-1, PR1-2, PR2, PR3-1 and PR3-2.

Moody's weighted average pooled LTV ratio is 88% and Moody's
weighted average stressed debt service coverage ratio for pooled
trust debt is 0.92X.  Moody's weighted average first mortgage LTV
is 93% and Moody's weighted average stressed debt service coverage
ratio for first mortgage debt is 0.87X.


LEHMAN BROTHERS: Moody's Cuts Ratings on 31 2007-LLF C5 Certs.
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 31 and
affirmed three classes of Lehman Brothers Floating Rate Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2007-LLF C5.  Moody's rating action is:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on Aug. 28, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-2, Affirmed at Aaa (sf); previously on Aug. 28, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2, Downgraded to A3 (sf); previously on Aug. 28, 2007
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Downgraded to Baa3 (sf); previously on March 19,
     2009 Downgraded to Aa3 (sf)

  -- Cl. B, Downgraded to Ba1 (sf); previously on March 19, 2009
     Downgraded to A2 (sf)

  -- Cl. C, Downgraded to Ba2 (sf); previously on March 19, 2009
     Downgraded to A3 (sf)

  -- Cl. D, Downgraded to B1 (sf); previously on March 19, 2009
     Downgraded to Baa1 (sf)

  -- Cl. E, Downgraded to B2 (sf); previously on March 19, 2009
     Downgraded to Baa2 (sf)

  -- Cl. F, Downgraded to B3 (sf); previously on March 19, 2009
     Downgraded to Baa3 (sf)

  -- Cl. G, Downgraded to Caa1 (sf); previously on March 19, 2009
     Downgraded to Ba1 (sf)

  -- Cl. H, Downgraded to Caa3 (sf); previously on March 19, 2009
     Downgraded to Ba2 (sf)

  -- Cl. J, Downgraded to Ca (sf); previously on March 19, 2009
     Downgraded to B1 (sf)

  -- Cl. CPE, Downgraded to B3 (sf); previously on March 19, 2009
     Downgraded to Ba3 (sf)

  -- Cl. CQR-1, Downgraded to B1 (sf); previously on March 19,
     2009 Downgraded to Baa2 (sf)

  -- Cl. CQR-2, Downgraded to B2 (sf); previously on March 19,
     2009 Downgraded to Ba1 (sf)

  -- Cl. HAR-1, Downgraded to Caa1 (sf); previously on March 19,
     2009 Downgraded to Ba2 (sf)

  -- Cl. HAR-2, Downgraded to Caa2 (sf); previously on March 19,
     2009 Downgraded to Ba3 (sf)

  -- Cl. HRH, Downgraded to B3 (sf); previously on March 19, 2009
     Downgraded to Ba2 (sf)

  -- Cl. HSS, Downgraded to B1 (sf); previously on March 19, 2009
     Downgraded to Ba3 (sf)

  -- Cl. INO, Downgraded to Ba3 (sf); previously on March 19, 2009
     Downgraded to Ba2 (sf)

  -- Cl. JHC, Downgraded to B1 (sf); previously on March 19, 2009
     Downgraded to Ba1 (sf)

  -- Cl. OCS, Downgraded to Caa1 (sf); previously on March 19,
     2009 Downgraded to Ba1 (sf)

  -- Cl. ONA, Downgraded to Caa1 (sf); previously on March 19,
     2009 Downgraded to Ba1 (sf)

  -- Cl. OWS-1, Downgraded to B1 (sf); previously on March 19,
     2009 Downgraded to Ba1 (sf)

  -- Cl. OWS-2, Downgraded to B3 (sf); previously on March 19,
     2009 Downgraded to Ba3 (sf)

  -- Cl. PHO, Downgraded to Caa1 (sf); previously on March 19,
     2009 Downgraded to Ba3 (sf)

  -- Cl. SBG, Downgraded to Ba3 (sf); previously on March 19, 2009
     Downgraded to Ba2 (sf)

  -- Cl. SFO-1, Downgraded to Baa1 (sf); previously on March 19,
     2009 Downgraded to A3 (sf)

  -- Cl. SFO-2, Downgraded to Baa2 (sf); previously on March 19,
     2009 Downgraded to Baa1 (sf)

  -- Cl. SFO-3, Downgraded to Baa3 (sf); previously on March 19,
     2009 Downgraded to Baa2 (sf)

  -- Cl. SFO-4, Downgraded to Ba1 (sf); previously on March 19,
     2009 Downgraded to Baa3 (sf)

  -- Cl. SFO-5, Downgraded to Ba2 (sf); previously on March 19,
     2009 Downgraded to Ba1 (sf)

  -- Cl. UCP, Affirmed at Ba3 (sf); previously on March 19, 2009
     Downgraded to Ba3 (sf)

  -- Cl. WHH, Downgraded to B3 (sf); previously on March 19, 2009
     Downgraded to Ba3 (sf)

                        Ratings Rationale

The downgrades are due to higher expected losses for the trust
resulting from anticipated losses and interest shortfalls due to
loans in special servicing.

The affirmation of the two pooled classes are due to key
parameters, including Moody's loan to value ratio and Moody's
stressed debt service coverage ratio remaining within acceptable
ranges.  The pool has paid down by 3% since Moody's last review,
benefiting the most senior class and the notional balance class.

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

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

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.0.  The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios.  Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship.  These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

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 December 15, 2010 distribution date, the transaction's
aggregate certificate balance has decreased to $2.09 billion from
$2.14 billion at last review.  The Certificates are collateralized
by 32 floating rate whole loans and senior interests in whole
loans.  The loans range in size from 1% to 14% of the pooled
balance, with the top three loans representing 31% of the pool.
Due to the high number of loans and high diversity, the trust's
Herfindahl Index is 18, exceptionally high for a floating rate
large loan pool.  All of the loans have additional debt in the
form of a non-pooled or rake bond within the trust and/or B notes
or mezzanine debt outside of the trust.

The largest loan in the pool is secured by fee and leasehold
interests in Calwest Industrial Portfolio Loan ($275 million, or
14% of the pooled balance).  There is additional debt in the form
of pari passu and mezzanine debt outside the trust.  The 95
property portfolio (23.3 million square feet) is located across
six states and 12 MSAs.  The sponsor is Walton Street Capital,
LLC.

In 2009, total Net Cash Flow for the portfolio was $105 million.
During the first six month of 2010, the overall portfolio's NCF
was $51 million.  The loan's final maturity date including
extensions is June 8, 2012.  Moody's weighted average LTV for the
pooled portion is 103%.  Moody's current credit estimate for the
pooled portion is Caa1.

The John Hancock Chicago Loan ($175 million, or 9% of pooled
balance plus $7.5 million rake bond within the trust) is secured
by a fee interest in a 1 million square foot office building
located in Chicago, IL.  The sponsors are Whitehall Street Global
Real Estate Limited Partnership and Golub & Company.  As of the
September 2010 rent roll, the property was 76% leased, and the
property's NCF for the nine month period ending September 2010
was $15.6 million.  The NCF for the calendar year 2009 was
$18.4 million.

There is additional debt in the form of mezzanine outside the
trust.  Moody's weighted average LTV for the pooled portion is
84%, and including the rake bonds is 88%.  Moody's current credit
estimate for the pooled portion is Ba3.

There are currently two loans totaling 6% of the pooled balance in
special servicing.  The Whitehall/Highgate Hotel Portfolio Loan
(5% of pooled balance) has been in special servicing since
December 2009.  There are nine full-service properties remaining
after three assets have been released.  The portfolio's NCF for
the first ten months of this year was $9.2 million, down from
$10.6 million achieved in the same period in 2009.  However, NCF
for the month of October 2010 was $2.1 million, up 19% from that
of October 2009.  The special servicer is in the process of
modifying the loan.

The Crescent Hotel Portfolio -- Ventana Inn and Spa Loan (1%
of pooled balance) transferred to special servicing in January
2010.  This 60-room luxury hotel is located in Big Sur, CA.  The
property's revenue statistics have improved dramatically in 2010.
Revenue per Available Room for the first six months of 2010 was
$271, up 39% from $195 achieved in the comparable time frame in
2009.  However, the current NOI is not sufficient to support the
operating expenses and debt service.  The special servicer is in
the process of modifying the loan.

The trust has not incurred any cumulative bond losses to date, but
there is $170,226 in interest shortfalls affecting pooled Class J.
Additional interest shortfalls totaling $118,145 have been
incurred by rake classes VIH and WHH.

Moody's weighted average pooled LTV ratio is 89% and Moody's
weighted average stressed debt service coverage ratio for the
pooled trust debt is 1.17X.  Moody's weighted average first
mortgage LTV is 107% and Moody's weighted average stressed debt
service coverage ratio for first mortgage debt is 1.02X.


LODESTONE RE: S&P Assigns 'BB+' Rating to Series 2010-2 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'BB+(sf)' and 'BB(sf)' ratings to the Series 2010-2 Class A-1 and
Class A-2 notes, respectively, issued by Lodestone Re Ltd.

The notes are exposed to losses from U.S. hurricanes and
earthquakes in the covered area.  The Class A-1 notes have an
original principal balance of $125 million, and for the Class A-2
notes, it is $325 million.  Each class has a scheduled maturity
date of Jan. 8, 2014, and a legal final maturity date of Jan. 9,
2017.  The proceeds from the sale of the notes will be invested in
eligible U.S. money market funds rated 'AAAm-g' and will pay
interest equal to the yield on these funds plus 6.00% for the
Class A-1 notes and 7.25% for the Class A-2 notes.

This is the second series issued in 2010 by Lodestone Re.  Each
series covers the same perils (U.S. hurricanes and earthquakes,
and covered areas), the only differences being the attachment and
exhaustion points.

At issuance, the Series 2010-2 Class A-1 notes have the same risk
profile (attachment and exhaustion points) as the Series 2010-1
Class A notes and have the same rating.  One difference between
the two notes is that the 2010-2 Class A-1 notes will have a
probability of attachment of 1.13% and an expected loss of 0.95%
versus 1.14% and 0.96%, respectively, for the Series 2010-1 Class
A notes.  The 1 basis point difference is a result of simulation
error in the modeling process, and S&P does not consider it to be
significant.  As a result, at each annual reset, the Series 2010-2
Class A-1 notes may reset to a slightly lower attachment point
than the 2010-1 Class A notes because the Series 2010-2 Class A-1
notes have a lower probability of attachment.

The Series 2010-2 Class A-2 notes will cover an exposure layer not
covered by the Series 2010-1 issuance.  These notes will have an
attachment point of $5.85 billion and an exhaustion point of $6.5
billion.  In comparison, the Series 2010-1 Class B notes covered
losses in excess of the attachment point of $5 billion up to $6.0
billion.  The probability of attachment for the Series 2010-2
Class A-2 notes is 1.44%, with an expected loss of 1.28% and a
probability of exhaustion of 1.13%.

The other difference between the series is that the Series 2010-2
notes will have three resets, even though they will have a tenor
of three years, as opposed to two resets for the Series 2010-1
notes.  Each series will have a reset that is effective June 1,
2011, and June 1, 2012, respectively.  The resets will use the
same RMS model and industry exposure database for the two series.
There is the potential for the state payout factors for Series
2010-1 and 2010-2 to be different, though that is not the intent
of the cedant.  Because the Series 2010-2 notes will mature in
December 2013, there will be one additional reset effective
June 1, 2013, that will cover the last (approximately) six and one
half months of the risk period.  The Series 2010-2 notes will
reset to a probability of attachment of 1.13% (A-1) and 1.44% (A-
2) for the final risk period as well.

                          Ratings List

                           New Ratings

                        Lodestone Re Ltd.

         Series 2010-2 Class A-1 notes           BB+(sf)
         Series 2010-2 Class A-2 notes           BB(sf)


MARSHALL & ILSLEY: Moody's Reviews 'Ba1' Multiple Shelf Ratings
---------------------------------------------------------------
Moody's Investors Service changed its rating review of Marshall &
Ilsley Corporation and its subsidiaries to review for possible
upgrade from review for possible downgrade.  M&I is rated Baa1 for
senior debt and its lead bank, M&I Marshall & Ilsley Bank, is
rated C for bank financial strength and A3 for long-term deposits.
Both the holding company and the bank are rated Prime-2 for short-
term obligations.

On Review for Possible Upgrade:

Issuer: M&I Bank FSB

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Upgrade, currently C

  -- Issuer Rating, Placed on Review for Possible Upgrade,
     currently A3

  -- OSO Rating, Placed on Review for Possible Upgrade, currently
     P-2

  -- Deposit Rating, Placed on Review for Possible Upgrade,
     currently P-2

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Upgrade, currently A3

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Upgrade, currently A3

Issuer: M&I Capital Trust C

  -- Preferred Stock Shelf, Placed on Review for Possible Upgrade,
     currently (P)Baa3

Issuer: M&I Capital Trust D

  -- Preferred Stock Shelf, Placed on Review for Possible Upgrade,
     currently (P)Baa3

Issuer: M&I Captial Trust E

  -- Preferred Stock Shelf, Placed on Review for Possible Upgrade,
     currently (P)Baa3

Issuer: M&I LLC

  -- Multiple Seniority Medium-Term Note Program, Placed on Review
     for Possible Upgrade, currently (P)Baa2, (P)Baa1

  -- Multiple Seniority Medium-Term Note Program, Placed on Review
     for Possible Upgrade, currently (P)Baa2, (P)Baa1

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Upgrade, currently a range of (P)Ba1 to (P)Baa1

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Upgrade, currently a range of (P)Ba1 to (P)Baa1

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Upgrade, currently a range of (P)Ba1 to (P)Baa1

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Upgrade, currently a range of (P)Ba1 to (P)Baa1

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Upgrade, currently a range of (P)Ba1 to (P)Baa1

  -- Senior Unsecured Medium-Term Note Program, Placed on Review
     for Possible Upgrade, currently (P)Baa1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Baa1

Issuer: M&I Marshall & Ilsley Bank

  -- Bank Financial Strength Rating, Placed on Review for
     Possible Upgrade, currently C

  -- Issuer Rating, Placed on Review for Possible Upgrade,
     currently A3

  -- OSO Rating, Placed on Review for Possible Upgrade, currently
     P-2

  -- Deposit Rating, Placed on Review for Possible Upgrade,
     currently P-2

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Upgrade, currently A3

  -- Multiple Seniority Bank Note Program, Placed on Review for
     Possible Upgrade, currently (P)Baa1, (P)A3

  -- Multiple Seniority Bank Note Program, Placed on Review for
     Possible Upgrade, currently (P)Baa1, (P)A3

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Baa1

  -- Senior Subordinated Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently Baa1

  -- Senior Unsecured Deposit Note/Takedown, Placed on Review for
     Possible Upgrade, currently A3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently A3

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Upgrade, currently A3

Issuer: M&I Marshall & Ilsley Investment II Corp.

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently Baa3

Issuer: Marshall & Ilsley Corporation

  -- Multiple Seniority Medium-Term Note Program, Placed on Review
     for Possible Upgrade, currently (P)Baa2, (P)Baa1

  -- Multiple Seniority Medium-Term Note Program, Placed on Review
     for Possible Upgrade, currently (P)Baa2, (P)Baa1

  -- Senior Unsecured Commercial Paper, Placed on Review for
     Possible Upgrade, currently P-2

  -- Senior Unsecured Medium-Term Note Program, Placed on Review
     for Possible Upgrade, currently (P)Baa1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Baa1

The review for possible upgrade follows the announcement that Bank
of Montreal has entered into a definitive agreement to acquire M&I
in an all stock transaction valued at $4.1 billion.  BMO's plan is
to combine M&I with its existing U.S. direct banking subsidiary,
Harris.  Please refer to Moody's separate press release on BMO,
dated December 17, for a discussion of the transaction's impact on
BMO's ratings.

Moody's review of M&I's ratings will focus on the likelihood of
the transaction's completion, tentatively scheduled for mid-2011,
as well as the future corporate structure of M&I within BMO.
Depending upon M&I's ultimate placement within the BMO structure,
its holding company and bank-level ratings would likely be
upgraded to match the ratings of the entity into which each is
merged.

In the event that the transaction is terminated and M&I remains
independent, its ratings may be lowered from their current level
as Moody's indicated on November 15, 2010 when it placed M&I's
ratings on review for possible downgrade.

The last rating action on M&I was on November 15, 2010, when
Moody's placed M&I's ratings on review for possible downgrade.

Marshall & Ilsley Corporation, headquartered in Milwaukee,
Wisconsin, reported assets of $52 billion at September 30, 2010.


MASTR ADJUSTABLE: Moody's Takes Rating Actions on Various Tranches
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 39
tranches, confirmed the ratings of 20 tranches and upgraded the
ratings of 4 tranches from 4 RMBS transactions issued by MASTR
Adjustable Rate Mortgages Trust.  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.

The ratings on the interest only tranches I-X-1, I-X-2, and I-X-3,
issued by MASTR Adjustable Rate Mortgage Trust 2007-1, also have
been adjusted to reflect the fact that the notional balances of
Tranche I-X-1, I-X-2, and I-X-3 are linked to the outstanding
principal balance of group I.  Previous rating actions were based
on the incorrect assumption that the notional balances of these
three tranches were linked to the outstanding principal balance of
subgroup I-1 only.

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: MASTR Adjustable Rate Mortgages Trust 2006-OA1

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

  -- Cl. 1-A-2, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (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. X, Downgraded to Caa2 (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. XN, Downgraded to Caa1 (sf); previously on Jan. 27, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. 4-A-1, Downgraded to Caa1 (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
     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

Issuer: MASTR Adjustable Rate Mortgages Trust 2006-OA2

  -- Cl. 1-A-1, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa2 (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, Current rating at Aa3 (sf); previously on Nov. 12,
     2009 Confirmed at Aa3 (sf)

  -- Financial Guarantor: Assured Guaranty Corp (Confirmed at Aa3,
     Outlook Negative on Dec. 18, 2009)

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

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

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

  -- Cl. 2-A-3, Current rating at Aa3 (sf); previously on Nov. 12,
     2009 Confirmed at Aa3 (sf)

  -- Financial Guarantor: Assured Guaranty Corp (Confirmed at Aa3,
     Outlook Negative on Dec. 18, 2009)

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

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

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

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

  -- Cl. 4-A-2, Current rating at Aa3 (sf); previously on Nov. 12,
     2009 Confirmed at Aa3 (sf)

  -- Financial Guarantor: Assured Guaranty Corp (Confirmed at Aa3,
     Outlook Negative on Dec. 18, 2009)

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

Issuer: MASTR Adjustable Rate Mortgages Trust 2007-1

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

  -- Cl. I-2A1, Downgraded to Caa1 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-2A2, Current rating at Aa3 (sf); previously on Nov. 12,
     2009 Confirmed at Aa3 (sf)

  -- Financial Guarantor: Assured Guaranty Corp (Confirmed at Aa3,
     Outlook Negative on Dec. 18, 2009)

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

  -- Cl. I-2A3, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. I-2A4, Current rating at Aa3 (sf); previously on Nov. 12,
     2009 Confirmed at Aa3 (sf)

  -- Financial Guarantor: Assured Guaranty Corp (Confirmed at Aa3,
     Outlook Negative on Dec. 18, 2009)

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

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

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

  -- Cl. I-X-3, Upgraded to Caa1 (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-1, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. II-A-3, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-4, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-5, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-6, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-7, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-8, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-9, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-10, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-11, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-12, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-13, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-14, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-15, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-3X, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-4X, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-5X, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-6X, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. II-A-7X, Confirmed at Caa2 (sf); previously on Jan. 27,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Adjustable Rate Mortgages Trust 2007-3

  -- Cl. 1-1A1, Upgraded to Caa3 (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1-2A1, Confirmed at Caa3 (sf); previously on Jan. 27,
     2010 Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-1A1, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-1A2, Confirmed at Aa3 (sf); previously on Nov. 12, 2009
     Confirmed at Aa3 (sf)

  -- Financial Guarantor: Assured Guaranty Corp (Confirmed at Aa3,
     Outlook Negative on Dec. 18, 2009)

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

  -- Cl. 2-2A2, Downgraded to Caa3 (sf); previously on Jan. 27,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-2A3, Confirmed at Aa3 (sf); previously on Nov. 12, 2009
     Confirmed at Aa3 (sf)

  -- Financial Guarantor: Assured Guaranty Corp (Confirmed at Aa3,
     Outlook Negative on Dec. 18, 2009)

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

  -- Cl. 2-2A4, Downgraded to Ca (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-2A5, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-2A6, Confirmed at Aa3 (sf); previously on Nov. 12, 2009
     Confirmed at Aa3 (sf)

  -- Financial Guarantor: Assured Guaranty Corp (Confirmed at Aa3,
     Outlook Negative on Dec. 18, 2009)

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


MERRILL LYNCH: Moody's Upgrades Ratings on Three Classes
--------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed seven classes of Merrill Lynch Financial Assets Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001- Canada
6:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on March 14, 2002
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on March 14, 2002
     Definitive Rating Assigned Aaa (sf)

  -- Cl. B, Affirmed at Aaa (sf); previously on Aug. 23, 2006
     Upgraded to Aaa (sf)

  -- Cl. C, Upgraded to Aaa (sf); previously on Sept. 17, 2009
     Upgraded to Aa1 (sf)

  -- Cl. D, Upgraded to A2 (sf); previously on Sept. 17, 2009
     Upgraded to Baa1 (sf)

  -- Cl. E, Upgraded to A3 (sf); previously on Sept. 17, 2009
     Upgraded to Baa2 (sf)

  -- Cl. F, Affirmed at Ba2 (sf); previously on March 14, 2002
     Definitive Rating Assigned Ba2 (sf)

  -- Cl. G, Affirmed at Ba3 (sf); previously on March 14, 2002
     Definitive Rating Assigned Ba3 (sf)

  -- Cl. H, Affirmed at B2 (sf); previously on March 14, 2002
     Definitive Rating Assigned B2 (sf)

  -- Cl. J, Affirmed at B3 (sf); previously on March 14, 2002
     Definitive Rating Assigned B3 (sf)

                        Ratings Rationale

The upgrades are due to increased subordination from loan payoffs
and amortization and the pool's overall stable performance.  The
pool has paid down 48% since securitization and 5% since last
review.

The affirmations are due to key parameters, including Moody's LTV
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
1.6% of the current balance compared to 1.8% 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 expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

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

Moody's 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 11 compared to 12 at last review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology.  This methodology uses the
excel-based Large Loan Model v8.0 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 and
sponsorship.  These aggregated proceeds are then 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.

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 December 12, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 48% to
$138.6 million from $265.5 million at securitization.  The
Certificates are collateralized by 23 mortgage loans ranging in
size from less than 1% to 17% of the pool, with the top ten loans
representing 29% of the pool.  Five loans, representing 15% of the
pool, have defeased and are collateralized by Canadian Government
securities.

One loan, representing 0.7% of the pool, is on the master
servicer's watchlist.  Currently, there are no loans in special
servicing and the pool has not realized any losses to date.

Moody's was provided with full year 2009 operating results for 85%
of the pool.  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 13.5% to the most recently available
net operating income.  Moody's value reflects a weighted average
capitalization rate of 9.7%.

Moody's actual and stressed DSCRs are 1.49X and 1.78X,
respectively, compared to 1.44X and 1.70X 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 conduit loans represent 34% of the pool.  The
largest loan is the Westbridge Shopping Center Loan ($23.0 million
-- 16.6% of the pool), which is secured by a 211,400 square foot
retail center located in Vaughan, Ontario, approximately 20 miles
north of Toronto.  Currently, the center's largest tenants are
Toys 'R' Us (14% of the net rentable area; lease expiration
November 2014) and Mark's Work Warehouse (6% of the NRA; lease
expiration March 2011).  Linens 'N Things, which was the center's
largest tenant at securitization (17% of the NRA), vacated its
space in early 2009.  As of September 2010, the property was 80%
leased.  The property's net operating income has declined 24%
since last review.  The loan matures in December 2011.  Moody's
LTV and stressed DSCR are 89% and 1.15X, respectively, compared to
80% and 1.29X at last review.

The second largest loan is the Chateau Janville Loan
($12.2 million -- 8.8% of the pool), which is secured by a
271-unit apartment complex located in Ottawa, Ontario.  As of
December 2010, the property was 97% leased, the same as at last
review.  Moody's LTV ratio and stressed DSCR are 79% and 1.16X,
respectively, compared to 84% and 1.09X at last review.

The third largest loan is the Zellers Centre Bridgeport Loan
($12.0 million -- 8.7% of the pool), which is secured by a 210,800
square foot retail center located in Waterloo, Ontario.  The
center is anchored by Zellers (50% of the NRA; lease expiration
October 2018) and Sobeys (23% of the NRA; lease expiration July
2018).  As of March 2010, the property was 100% leased,
essentially the same as at last review.  Moody's LTV and stressed
DSCR are 55% and 1.96X, respectively, compared to 64% and 1.69X at
last review.


MERRILL LYNCH: S&P Downgrades Rating on Class L Certs. to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D (sf)'
from 'CCC-(sf)' on the class L commercial mortgage pass-through
certificates from Merrill Lynch Mortgage Trust 2005-MCP1, a U.S.
commercial mortgage-backed securities transaction.

The downgrade follows a principal loss to the L class, which the
Dec. 13, 2010 remittance report detailed.  The class L certificate
experienced a loss totaling 66.6% of its $6.5 million beginning
certificate balance, and class M has now lost 100% of its
$4.3 million opening balance.

According to the Dec. 13, 2010, remittance report, a $6.1 million
principal loss resulted from the court-appointed receiver sale of
the First National Bank of Arizona Headquarters property in
Arizona.  The related loan was transferred to the special
servicer, Midland Loan Services Inc., on April 21, 2009, due to
the borrower's request for relief in the form of a loan
modification.  The property is a 128,502-sq.-ft. suburban office
building in Scottsdale, Ariz., built in 1999 and renovated in
2004.  The total exposure was $15.3 million at the time of
liquidation.  Based on the September 2010 remittance report, the
loss severity was 47.2%.

As of the December 2010 remittance report, the collateral pool
consisted of 102 loans with an aggregate trust balance of
$1.36 billion, down from 111 loans totaling $1.74 billion at
issuance.  Eleven assets totaling $142.5 million (10.5%) were with
the special servicer.  To date, the trust has experienced losses
on six loans totaling $43.4 million.  Based on the December 2010
remittance report data, the weighted average loss severity for
these six assets was approximately 39.3% (based on the asset
balance at the time of disposition).


MICHIGAN FINANCE: Moody's Affirms Ba1 Rating With Negative Outlook
------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating and negative
outlook assigned to the Michigan Finance Authority's Public School
Academy Facilities Program Revenue Bonds (YMCA Service Learning
Academy), Series 2001, affecting $10.9 million amount of rated
debt outstanding.  YMCA Service Learning Academy, (now Detroit
Service Learning Academy), is a charter school located in Detroit,
Michigan.

                         Rating Rationale

The Ba1 rating reflects the security pledge provided by the first
lien on all state aid payments to maximum of 20% of total annual
state aid (less a 3% administrative fee for the authorizing body)
which are transferred directly from the State Treasurer to the
bond trustee for the benefit of bondholders; a first lien on and
security interest in the facilities; a reserve funded at maximum
annual debt service; a supplemental reserve funded at 25% of
maximum annual debt service; and fully developed enrollment which
is expected to provide adequate debt service coverage.  The
negative outlook reflects Moody's expectation that the Academy
will remained challenged due to its lack for significant revenue
raising flexibility (per state statute), pressured revenue streams
that are expected to remain stressed through the midterm and near-
term capital plans which are expected to be funded with cash.

  Charter School Established In 1999 With University Sponsorship

The Detroit Service Learning Academy is a charter school
authorized by Lake Superior State University for a seven-year
charter that expires on June 30, 2016 and is subject to renewal.
When DSLA originally opened in September 1999, it was operated by
Edison, a private, for-profit management company under a five-year
contract that expired in 2004.  DSLA is currently governed by a
nine-member board and directed by an independent school leader.
The management team, which no longer includes Edison, has
instituted sound fiscal policies, including monthly reporting to
LSSU as required by the current charter.  LSSU has assigned a
dedicated staff person to monitor the charter's progress and
provides strong fiscal and administrative oversight.  In addition,
the state requires annual reporting in the areas of financial
operations, management, and academic performance.

        Full Enrollment; Risks of Reduced State Aid Remain

DSLA benefited from several months of planning and development
prior to its opening in 1999 with 668 students in kindergarten
through fifth grades.  By fiscal 2001 enrollment grew to 1,084
students in grades kindergarten through eighth and has remained
near its capacity (approximately 1,150) through the current school
year.  Like with all Michigan schools, enrollment is a key
component to state aid revenues.  Moody's believe that the school
will remain at full enrollment capacity given the demonstrated
demand for the existing facilities and curriculum.  The charter
school's enrollment is drawn primarily from the Detroit Public
School System (rated B1/negative outlook).  The charter's core
curriculum is based on a traditional arts and sciences program
with a fully integrated service learning program.  Demand for this
charter school is evidenced by the large initial enrollment in the
first several years and a modest waiting list that remains at
approximately 50 students.

No additional enrollment growth is currently anticipated.  Due to
the importance of enrollment in state aid receipts (71% of FY2010
revenues), this is expected to result in essentially flat to
declining revenues in the medium term due to possible reductions
in state aid resulting from the State of Michigan's (general
obligation rated Aa2/ stable outlook) ongoing budgetary
challenges.

   Enrollment-Based State Aid Pledged With Direct-Pay Mechanism

The bonds are secured by monthly installment payments transferred
directly to the Authority from the State Treasurer pursuant to a
financing agreement between the Authority, YMCA and DSLA.  The
Authority has assigned its rights and interest in these monthly
payments to the trustee for bondholders' benefit.  This lock-box
mechanism provides strong security for the bonds, and allows the
debt service account to fill up first, prior to payment of
operations.  However, under current Michigan statute, no more than
20% of state aid payments received in each fiscal year may be
legally available to pay principal and interest on this obligation
or the DSLA's installment purchases.  Twenty percent of state aid
provides approximately1.5 times coverage annual debt service in
fiscal 2010.

State aid payments are made on the 20th day of the month or next
business day, in eleven equal installments from October to August,
with no payment made in September, consistent with the state aid
payment schedule for Michigan traditional public school districts.
If state aid is insufficient to make the installment purchase
payment, DSLA pledges to use all other available funds to meet its
general obligation.  The State Treasurer is also directed to
intercept and/or seek an advancement of 97% of the pledged and
appropriated state aid to be allocated for use by DSLA.

    Bonds Also Secured By Two Reserve Funds And Pledged Assets

The bonds are additionally secured by a debt service reserve equal
to maximum annual debt service which represents the lesser of the
traditional three-pronged test -- funded with bond proceeds at
closing, and a supplemental reserve funded at 25% of maximum
annual debt service.  If the Trustee withdraws funds from the debt
service reserve account to pay principal and interest on the
bonds, the DSLA must replenish the reserve fund within 120 days to
the required level.  The supplemental reserve was funded initially
by Edison and pledged to bonds issued on behalf of participating
Edison schools and held by a separate trustee.  Currently only two
charter schools, including the DSLA, benefit from the supplemental
reserve and both have severed management relationships with
Edison.

Bonds are also secured by a first mortgage on and security
interest in the DSLA facilities and land.  The school encompasses
approximately four acres with land zoned for multi-family
residential use, but with special purpose zoning for the current
school.  Should any portion of the property be sold during the
life of the bonds, proceeds must be used first for principal
repayment.

            Recent Operating Surpluses Provide Adequate
                      Debt Service Coverage

The Academy, which uses full accrual accounting, has realized
sizable operating surpluses in the last several years, bringing
its cash position to a satisfactory $3.1 million (40% of
operations) in fiscal 2008.  DSLA purchased a building and
undertook several capital projects in fiscal 2009 and fiscal 2010,
bringing cash to a more moderate $800,000 (9.6% of operations) at
the end of the fiscal year.  Management reports that operating
surpluses are mainly a result of savings realized from its
internal management of operations after the exit of Edison and the
implementation of conservative budgeting and forecasting
practices.

Debt service coverage by net revenues in 2008 was 1.7x and dropped
to a still satisfactory 1.4x in fiscal 2009 and improved again to
1.9x in fiscal 2010.  Covenants require debt service coverage to
remain at or above 1.4x annually, which management expects to
maintain for the foreseeable future.  In fiscal 2011, management
expects to report an operating surplus which should increased the
Academy's unrestricted net assets to approximately $2 million at
the end of fiscal year 2010.  Potential capital projects in fiscal
2012 benefiting the newly purchased building are expected to be
funded with cash on hand however, management expects to maintain a
sufficient cash position in order to minimize borrowing for cash-
flow purposes and remain within internal policies.  Pressured
state aid revenues are expected to be a significant concern for
fiscal 2012 and beyond as the State of Michigan remains challenged
with ongoing budgetary pressures.  Debt service represents a
substantial fixed cost for the school (9% of total revenue in
fiscal 2010) however, this should remain manageable given the
absence of additional borrowing plans for capital needs.

                    Michigan Finance Authority

The Michigan Municipal Bond Authority was established by statute
in 1985 and created for the purposes of making funds available to
underlying jurisdictions to finance public improvements, and for
other municipal purposes.  In 2010 the Governor created the
Michigan Finance Authority, as the successor to the Michigan
Municipal Bond Authority, to continue that mission.  To facilitate
this, the Authority is authorized to issue bonds and notes, the
proceeds of which are used to purchase municipal obligations.
These bonds are not an obligation of the Authority or the State of
Michigan.

                             Outlook

The negative outlook reflects Moody's expectation that the Academy
will remained challenged due to its lack of significant revenue
raising flexibility (per state statute) and pressured revenue
streams that are expected to remain stressed through the midterm.
The outlook also reflects the expectation that the Academy will
continue to utilize cash reserves to finance capital projects
which may narrow financial flexibility in fiscal 2012 and beyond.
Maintenance of the current rating is contingent upon the charter
school's ability to demonstrate a track record of enrollment
stability, strong financial management and conservative budgeting
practices that facilitate adequate margins despite expected state
aid cuts and capital plans.

What Could Change The Rating Up:

  -- Sustained structural balance within the Academy's funds that
     bolsters unreserved fund balances.

What Could Change The Rating Down:

  -- Deterioration in financial reserves to a level inconsistent
     with similarly rated credits.

  -- Loss of Academy's charter or positive AYP status which would
     require significant change to the Academy's structure and
     offerings.

Key Facts:

  -- FY2010 enrollment: 1,128 students

  -- FY2009 debt service coverage: 1.4x

  -- FY2010 debt service coverage: 1.9x

  -- FY2010 General Fund balance: $1.4 million (13% of General
     Fund revenues)


MISSISSIPPI HOME: S&P Raises Ratings on Housing Bonds From 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised to 'AAA' from
'BB' the rating on Mississippi Home Corp.'s series 2007-3
multifamily housing revenue bonds (Madonna Manor Apartments
Project).

The upgrade is based on:

* Updated cash flows showing full and timely payment of bonds plus
  fees, assuming zero reinvestment income on revenues; and

* The high credit quality of assets, which include a Ginnie Mae
  mortgage backed-security and 'AAAm' rated Hancock Horizon
  Government money market fund.

On May 12, 2010, the issue was included in a rating action where
S&P placed its ratings on certain housing issues on CreditWatch
with negative implications due to revised criteria for certain
federal government-enhanced housing transactions.  S&P's revised
criteria affect government-enhanced housing transactions where
funds are invested in money market funds and other investments
with no guaranteed rate of return.

Standard & Poor's has analyzed updated cash flow statements, based
on a zero reinvestment assumption for all scenarios as set forth
in the related criteria articles.  The cash flow projections that
indicate that assuming no reinvestment earnings that there will be
sufficient revenues to pay regularly scheduled debt service and
fees until maturity.  The borrower has deposited additional funds
with the trustee in the form of a letter of credit.  The letter of
credit has been drawn upon and is being held in cash for the
benefit of the bondholders.  Rebate analyst fees will be paid
directly by the borrower and will no longer be paid from the trust
estate.  The flow of funds is open, subject to excesses being
maintained according to a carryforward schedule.  This schedule
has been updated to reflect the balances needed in the updated
cash flows and.  In the event that the security prepays, there
will sufficient assets to cover the reinvestment risk based on the
15-day minimum notice period required for special redemptions.


ML-CFC 2006-2: Moody's Downgrades Ratings on 15 Certificates
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 15 classes and
affirmed six classes of ML-CFC 2006-2, Commercial Mortgage Pass-
Through Certificates, Series 2006-2:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on July 12, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on July 12, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-SB, Affirmed at Aaa (sf); previously on July 12, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on July 12, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on July 12, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on July 12, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. AM, Downgraded to Aa2 (sf); previously on Oct. 20, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. AJ, Downgraded to Baa2 (sf); previously on Oct. 20, 2010
     Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Ba1 (sf); previously on Oct. 20, 2010 A2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to B1 (sf); previously on Oct. 20, 2010 A3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Caa2 (sf); previously on Oct. 20, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Caa3 (sf); previously on Oct. 20, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Ca (sf); previously on Oct. 20, 2010 Ba2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to C (sf); previously on Oct. 20, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to C (sf); previously on Oct. 20, 2010 B3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to C (sf); previously on Oct. 20, 2010 Caa1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to C (sf); previously on Oct. 20, 2010 Caa1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to C (sf); previously on Oct. 20, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. M, Downgraded to C (sf); previously on Oct. 20, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. N, Downgraded to C (sf); previously on Oct. 20, 2010 Caa3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. P, Downgraded to C (sf); previously on Oct. 20, 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 20, 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
8.5% of the current balance.  At last review, Moody's cumulative
base expected loss was 4.5%.  Moody's stressed scenario loss is
15.9% 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 expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a 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 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 59 compared to 71 at last review.

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

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 December 13, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 5% to
$1.750 million from $1.841 billion at securitization.  The
Certificates are collateralized by 187 mortgage loans ranging in
size from less than 1% to 10% of the pool, with the top ten loans
representing 33% of the pool.  No loans have defeased.  The pool
includes one loan, representing 10% of the pool, with an
investment grade credit estimate.

Fifty 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.

Three loans have been liquidated from the pool since
securitization, resulting in a $16.0 million loss (84% loss
severity on average).  The pool had not experienced any realized
losses at last review.  Eighteen loans, representing 14% of the
pool, are currently in special servicing.  The largest specially
serviced loan is the Penn Mutual Towers and Washington Square
Garage Loan ($102.8 million -- 5.9% of the pool) which is secured
by an 854,000 square foot mixed use complex located in
Philadelphia, Pennsylvania.  The loan remains current but has been
transferred between special servicing and watchlist status since
November 2009 due to occupancy concerns and the potential for
imminent default.

The remaining 17 specially serviced loans are secured by a mix of
property types.  The master servicer has recognized an aggregate
$35.6 million appraisal reduction for 15 specially serviced loans.
Moody's has estimated an aggregate $82.8 million loss (35%
expected loss on average) for all of the specially serviced loans.

Moody's has assumed a high default probability for 28 poorly
performing loans representing 8% of the pool and has estimated a
$35 million loss (25% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2009 operating results for 80%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 103%, essentially the same as at
Moody's prior full review.  Moody's net cash flow reflects a
weighted average haircut of 15.1% to the most recently available
net operating income.  Moody's value reflects a weighted average
capitalization rate of 9.9%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.39X and 1.09X, respectively, compared to
1.27X and 1.00X 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 100 Summer Street Loan
($180 million -- 10.3% of the pool), which is secured by a
1.1 million SF Class A office building located in Boston,
Massachusetts.  The property was 98% leased as of June 2010 versus
100% at last review.  Moody's current credit estimate and stressed
DSCR are Baa1 and 1.47X, respectively, compared to Baa2 and 1.96X
at the last full review.

The top three performing conduit loans represent 9% of the
pool balance.  The largest loan is the 200 Paul Avenue Loan
($76.2 million -- 4.4% of the pool), which is secured by a 527,680
SF telecommunications building located in close proximity to the
main fiber optic line that serves San Francisco, California.  The
loan has amortized 5% since last full review.  Moody's LTV and
stressed DSCR are 71% and 1.76X, respectively, compared to 94% and
1.27X at the last full review.

The second largest loan is the CNL-Cirrus MOB Portfolio III Loan
($47.2 million -- 2.7% of the pool), which is secured by five
medical office properties located in two states and totaling
269,707 square feet.  There properties were 81% leased as of June
2010 versus 89% at last full review.  Moody's LTV and stressed
DSCR are 121% and 0.88X, respectively, compared to 99.7% and 1.51X
at last review.

The third largest loan is the Blairstone Office Building Loan
($35.1 million -- 2.0% of the pool), which is secured by a 263,163
SF suburban office building located in Tallahassee, Florida.
Property performance has been stable due to the long-term lease
with State of Florida's Department of Corrections through December
2014.  The loan is on the servicer's watchlist because the
borrower has indicated that the tenant may vacate the premises
prior to lease expiration in order to move into a state owned
property.  Moody's analysis incorporates significant stress
applied to the cash flow to reflect the risk of potential lease
rollover.  Moody's LTV and stressed DSCR are 163% and 0.84X,
respectively, compared to 119% and 1.36X at last full review.


MORGAN STANLEY: Moody's Downgrades Ratings on 15 2006-HQ10 Certs.
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 15 classes and
affirmed eight classes of Morgan Stanley I Trust 2006-HQ10
Commercial Mortgage Pass-Through Certificates, Series 2006-HQ10:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on Nov. 30, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on Nov. 30, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on Nov. 30, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4FL, Affirmed at Aaa (sf); previously on Nov. 30, 2006
     Assigned Aaa (sf)

  -- Cl. A-4FX, Affirmed at Aaa (sf); previously on March 31, 2010
     Assigned Aaa (sf)

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on Nov. 30, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-1, Affirmed at Aaa (sf); previously on Nov. 30, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X-2, Affirmed at Aaa (sf); previously on Nov. 30, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-M, Downgraded to Aa2 (sf); previously on Nov. 18, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-J, Downgraded to Baa3 (sf); previously on Nov. 18, 2010
     A1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Ba3 (sf); previously on Nov. 18, 2010 A3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to B3 (sf); previously on Nov. 18, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Caa2 (sf); previously on Nov. 18, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Caa3 (sf); previously on Nov. 18, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Ca (sf); previously on Nov. 18, 2010 Ba3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to C (sf); previously on Nov. 18, 2010 B2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to C (sf); previously on Nov. 18, 2010 B3
     (sf) Placed Under Review for Possible Downgrade

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

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

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

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

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

  -- Cl. O, Downgraded to C (sf); previously on Nov. 18, 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 and interest shortfalls.

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.

On November 18, 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
9.9% of the current balance.  At last review, Moody's cumulative
base expected loss was 4.0%.  Moody's stressed scenario loss is
21.2% of the current balance.

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

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

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

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

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

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 8% to $1.37 billion
from $1.49 billion at securitization.  The Certificates are
collateralized by 124 mortgage loans ranging in size from less
than 1% to 9% of the pool, with the top ten loans representing 33%
of the pool.  The pool includes four loans, representing 19.7% of
the pool, with investment grade credit estimates.

Thirty-one loans, representing 24% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council monthly reporting package.  Moody's has assumed a
high default probability for 14 of the watchlisted loans and has
estimated a $43.4 million loss (27% expected loss based on a 61%
default probability) from these troubled loans.

Three loans have been liquidated from the pool, resulting in an
aggregate realized loss of $4.8 million (58% loss severity
overall).  The pool had not realized any losses at last review.
Fourteen loans, representing 11% of the pool, are currently in
special servicing.  The largest loan in special servicing is the
Kings Crossing Shopping Centre Loan ($37 million -- 2.7% of the
pool), which is secured by a 272,136 square foot retail center
located in Shreveport, Louisiana.  The loan was transferred to
special servicing in October 2009 due to delinquency.  The master
servicer has recognized a $13.7 million appraisal reduction for
this property.  The remaining specially serviced loans are secured
by a mix of property types and each represent less than 2% of
the pool.  The master servicer has recognized an aggregate
$33.5 million appraisal reduction for seven of the remaining
specially serviced loans.  Moody's estimates an aggregate loss of
approximately $70.2 million (46% expected loss on average) for the
specially serviced loans.

Based on the most recent remittance statement, Classes F through
P have experienced cumulative interest shortfalls totaling
$2.4 million.  Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans.  Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions and extraordinary
trust expenses.

Moody's was provided with full year 2009 operating results for 91%
of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 113% compared to 106% at
securitization.  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 1.25X and 0.95X, respectively, compared to
1.46X and 0.98X at securitization.  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 32 compared to 36 at Moody's prior review.

The largest loan with a credit estimate is the Waterside Shops
Loan ($120 million -- 8.8% of the pool), which is secured by a
265,664 square foot regional mall located in Naples, Florida.  The
center is anchored by Nordstrom, Saks Fifth Avenue and Barnes &
Noble.  As of March 2010, the property was 99% leased compared to
97% at last review.  Although property performance has improved
since securitization, it has not achieved Moody's original
expectations.  Moody's credit estimate and stressed DSCR are Baa3
and 1.14X, respectively, compared to A3 and 1.35X at
securitization.

The second loan with a credit estimate is the 425 Park Avenue Loan
($70 million -- 5.1% of the pool), which is secured by a leased
fee interest in a ground lease on a 551,549 square foot office
building located in Midtown Manhattan.  Moody's credit estimate is
Aaa, the same as at securitization.

The third loan with a credit estimate is the Sony Pictures Plaza
Loan ($49.5 million -- 3.6% of the pool), which is secured by a
328,847 square foot office building located in Culver City,
California.  The property is 100% leased to Sony Pictures
Entertainment through 2027.  Moody's credit estimate and stressed
DSCR are Baa2 and 1.67X, respectively, compared to Baa2 and 1.59X
at last review.

The fourth loan with a credit estimate is the Cherry Creek
Shopping Center Loan ($30 million -- 2.2% of the pool), which is a
11% pari passu interest in a first mortgage loan secured by the
borrower's interest in a 547,457 square foot regional mall located
in Denver, Colorado.  The property is anchored by Neiman Marcus,
Saks Fifth Avenue, Macy's and Nordstrom.  The property was 92%
leased as of June 2010 compared to 93% at last review and 97% at
securitization.  Although property performance has improved since
securitization, it has not achieved Moody's original expectations.
Moody's credit estimate and stressed DSCR are Baa2 and 1.22X,
respectively, compared to A2 and 1.27X at securitization.

The top three performing conduit loans represent 18% of the pool
balance.  The largest loan is the PPG Portfolio Loan ($104 million
-- 7.6% of the pool), which is secured by seven cross-
collateralized and cross-defaulted office properties located in
Arizona, Colorado and Indiana.  As of June 2010, the portfolio was
87% leased.  Portfolio performance has declined due to increased
expenses and a decrease in occupancy.  Moody's LTV and stressed
DSCR are 134% and 0.77X, respectively, compared to 119% and 0.90X
at securitization.

The second largest loan is the AZ Office/Retail Portfolio Loan
($72 million -- 5.3% of the pool), which is secured by three mixed
use (retail and office) properties located in Scottsdale, Arizona.
As of June 2010, the properties were 77% leased compared to 84% at
securitization.  Due to the drop in occupancy, the portfolio's
performance has declined and the net operating income has
decreased by 29% since securitization.  Moody's has assumed a high
default probability for this loan.  Moody's LTV and stressed DSCR
are 188% and 0.58X, respectively, compared to 104% and 1.00X at
securitization.

The third largest loan is the Shops at Briargate Loan
($71.4 million -- 5.2% of the pool), which is secured by a 225,922
retail center located in Colorado Springs, Colorado.  The property
was 96% leased as of March 2010 compared to 98% at securitization.
Property performance has declined since securitization due to a
drop in rental revenues.  Moody's LTV and stressed DSCR are 125%
and 0.78X, respectively, compared to 109% and 0.89X at
securitization.


MORGAN STANLEY: Moody's Downgrades Ratings on Various Classes
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of ten pooled and
two non-pooled, or rake, classes and affirmed three pooled classes
of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2007-XLF9.  Moody's rating action is:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on March 19, 2009
     Affirmed at Aaa (sf)

  -- Cl. A-2, Affirmed at Aa3 (sf); previously on March 19, 2009
     Downgraded to Aa3 (sf)

  -- Cl. B, Downgraded to A2 (sf); previously on Nov. 11, 2010 A1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to A3 (sf); previously on Nov. 11, 2010 A2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to Baa1 (sf); previously on Nov. 11, 2010
     A3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to Baa2 (sf); previously on Nov. 11, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Ba1 (sf); previously on Nov. 11, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Ba3 (sf); previously on Nov. 11, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to B2 (sf); previously on Nov. 11, 2010 Ba2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to Caa1 (sf); previously on Nov. 11, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. K, Downgraded to Caa3 (sf); previously on Nov. 11, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to C (sf); previously on Nov. 11, 2010 Caa1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. X, Affirmed at Aaa (sf); previously on March 19, 2009
     Affirmed at Aaa (sf)

  -- Cl. M-RND, Downgraded to C (sf); previously on Nov. 11, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. N-RND, Downgraded to C (sf); previously on Nov. 11, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

                        Ratings Rationale

The downgrades were due to the deterioration in performance of
assets in the trust, the significant concentration of loans
secured by hotel or casino properties (45% of the pooled balance),
the higher expected loss for the Reunion Land loan (2%) and the
refinancing risk associated with loans approaching maturity in an
adverse environment.  The affirmations are due to key parameters,
including Moody's loan to value ratio and Moody's stressed debt
service coverage ratio, remaining within acceptable ranges.

Moody's placed 12 classes on review for possible downgrade on
November 11, 2010.  This action concludes Moody's review.

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

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

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

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.

                         Deal Performance

As of the December 15, 2010 distribution date, the transaction's
certificate balance decreased by approximately 14% to
$1.09 billion from $1.27 billion at securitization due to the
payoff of one loan and principal pay downs associated with five
loans.  The Certificates are collateralized by 12 floating-rate
loans ranging in size from 2% to 35% of the pooled trust mortgage
balance.  The largest three loans account for 61% of the pooled
balance.

The pool has experienced $35,148 of losses to date.  There are
currently two loans in special servicing (4% of pooled balance)
which are the Reunion Land loan (2%) and the Hyatt Place Portfolio
loan (2%).  The Reunion Land Development loan ($22.5 million; 2%
of the pooled trust balance) is secured by 438 acres of a 2,300
acre master planned community known as Reunion Resort, located in
Orlando, Florida.  The loan was intended to fund pre-development
of the remaining land in a master plan community to accommodate a
mixed-use project encompassing condominiums, hotel and commercial
space.  Development did not progress as expected.  The loan
transferred into special servicing in August 2009 and is the land
is being marketed for sale.  The loan collateral was appraised in
October 2009 for $4.2 million.  Moody's credit estimate is C,
compared to Ba1 at last review.  Non-pooled Classes M-RND and N-
RND are secured by the junior portion of the Reunion Land
Development loan.

Moody's weighed average pooled loan to value ratio is 106%
compared to 96% at last review on March 19, 2009 and 66% at
securitization.  Moody's pooled stressed DSCR is 1.30X, compared
to 1.04X at last review and 1.58X at securitization.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.
Large loan transactions generally have a Herf of less than 20.
The pool has a Herf of 6, the same as last review.

The largest loan, MSREF Resort Portfolio ($381.5 million; 35% of
the pooled trust balance) is secured by a portfolio comprised of
three resort hotels totaling 2,532 rooms.  Two of the properties,
JW Marriott Grand Lakes and the Ritz-Carlton Grand Lakes, are
located in Orlando, Florida on the same 325 acre grounds and
represent 57% of the loan by allocated balance.  The third
property, the JW Marriott Desert Ridge is located in Phoenix,
Arizona and represents 43% of the loan by allocated balance.
Despite the relatively flat year to date Revenue per Available
Room (RevPAR), performance of Phoenix and Orlando as reported by
Smith Travel Research, the RevPAR for the portfolio has increased
12% for the Trailing Twelve Month period ending June 2010.
Similarly, the portfolio's net cash flow has shown considerable
improvement.  Moody's pooled LTV is 72% and stressed DSCR is
1.63X.  Moody's current credit estimate is Ba2, compared to B3 at
last review.

The second largest pooled exposure is the 14 Wall Street Loan
($145.0 million; 13% of the pooled trust balance) which is secured
by a 37-story office building in downtown Manhattan directly
across the street from the New York Stock Exchange.  The total
collateral square footage is 1,009,806 SF consisting of 985,106 SF
of office space and 24,700 SF of retail space, which includes an
Equinox fitness club.  Per the December 2010 rent roll, the
property was 75% leased, up from 64% at securitization.  Though
the net cash flow for the property has increased, it has not
achieved the upside that was anticipated at securitization.
Moody's pooled LTV is 84% and stressed DSCR is 1.19X.  Moody's
current credit estimate is Ba3, compared to Ba1 at last review.

The third largest loan is the 500 West Monroe loan
($140.0 million; 13% of the pooled trust balance), which is
secured by a 46-story, class A office building in Chicago's West
Loop office market.  The property consists of 950,286 SF of office
space and 13,533 SF of retail space and is located one block from
both the Ogilvie Transportation Center and Union Station.  The
Property has the largest in-building parking structure in Chicago.
Per the September 2010 rent roll, the property was 68% occupied
down from 92% at securitization.  The property's net cash flow has
deteriorated since securitization.  Moody's pooled LTV over 100%
and stressed DSCR is 0.71X.  Moody's current credit estimate is C,
compared to B1 at last review.


MORNINGSIDE PARK: S&P Assigns Ratings to $346 Mil. Floating Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Morningside Park CLO Ltd./Morningside Park CLO LLC's
$346.0 million floating-rate notes.

The ratings reflect S&P's assessment of:

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

* The transaction's cash flow structure, as assessed by Standard &
  Poor's using the assumptions and methods outlined in its
  corporate collateralized debt obligation criteria, which can
  withstand the default rate projected by Standard & Poor's CDO
  Evaluator model;

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

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

* The collateral manager's experienced management team;

* S&P's expectation of the timely interest and ultimate principal
  payments on the rated notes, which S&P assessed using its cash
  flow analysis and assumptions that are commensurate with the
  assigned ratings under various interest rate scenarios,
  including LIBOR rates ranging from 0.3%-12.4%; and

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

                         Ratings Assigned

        Morningside Park CLO Ltd./Morningside Park CLO LLC

          Class             Rating       Amount (mil.  $)
          -----             ------       ---------------
          A                 AAA (sf)               265.0
          B                 AA (sf)                 22.0
          C*                A (sf)                  38.0
          D*                BBB (sf)                17.0
          E*                BB (sf)                  4.0
          Subordinated      NR                      54.0

                          * Deferrable.
                         NR -- Not rated.


MWAM CBO: Moody's Upgrades Ratings on Two Classes of Notes
----------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of two classes of notes issued by MWAM CBO 2001-1.  The
classes of notes affected by the rating action is:

  -- US$197,500,000 Class A Floating Rate Notes Due January 30,
     2031(current balance of $43,675,317), Upgraded to Aa2 (sf);
     previously on September 22, 2009 confirmed at A3 (sf)

  -- US$21,875,000 Class B Floating Rate Notes Due January 30,
     2031(current balance of $21,875,000), Upgraded to Ba3 (sf);
     previously on September 22, 2009 confirmed at Caa1 (sf)

                        Ratings Rationale

According to Moody's, the rating actions taken on the notes result
primarily from substantial amortization of the Class A Notes since
the last rating action in September 2009.  The deal also benefited
from improvement in the credit quality of the underlying portfolio
since the last rating action.

The overcollateralization ratios of the rated notes have improved
as a result of delevering of the Class B Notes, which were paid
down by approximately $27.3 million since the previous rating
action in September 2009.  As of the November 2010 trustee report,
the Class A OC, Class B OC, Class A IC and Class B IC are reported
at 162.77%,108.45%, 650.6%, and 471.55%, respectively, versus
August 2009 levels of 119.86%, 91.63%, 512.94%, and 405.83%
respectively.  Currently all the OC and IC tests, other than the C
OC, are passing their trigger levels.

The underlying asset portfolio includes inverse floaters which are
generating a relatively high interest rate providing further cash
to be used in the paydown of the Notes.  Over the course of the
last two payment dates $4.25mm of interest proceeds was used to
paydown the Class A notes.  The majority of the securities in the
pool are fixed rate assets and there are currently no swap
payments due as the swap has matured.

Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor).  Based on the November 2010
trustee report, the weighted average rating factor is 2787
compared to 2916 in August 2009.  In 2010, $6mm, or 9% of the pool
had upgrades of 5 or more notches while $11.4mm or 12.5% of the
pool had downgrade action of 1-2 notches.

Moody's performed a number of sensitivity analyses in addition to
the standard notching assumption applied to assets under review
for possible downgrade.  Moody's considered negative sensitivity
runs including the downgrading securities rated B1 and below to
Ca.  Other analysis also included downgrading all non-Ca assets,
not including Aaa rated assets, by 2 notches.  The model results
for the notes worsened by between 1-2 notches compared to the
standard assumption but were nevertheless still better than the
current rating.

MWAM CBO 2001-1 is a collateralized debt obligation backed
primarily by a portfolio of corporate securities and other types
of assets backed securities.

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.


NAUTIQUE FUNDING: Moody's Upgrades Ratings on Notes to 'Caa3'
-------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
rating of these notes issued by Nautique Funding Ltd.:

  -- US$12,700,000 Class D Floating Rate Deferrable Senior
     Subordinate Notes due 2020, Upgraded to Caa3 (sf); previously
     on November 23, 2010 Ca (sf) Placed Under Review for Possible
     Upgrade.

                        Ratings Rationale

According to Moody's, the rating action taken on the notes result
primarily from an increase in the overcollateralization of the
notes since the rating action in June 2009.  Based on the latest
trustee report dated November 9, 2010, the Class A, Class B, Class
C, and Class D Overcollateralization Tests are reported at 121.6%,
113.7%, 106.5%, and 103.8%, respectively versus August 2009 levels
of 113.1%, 105.8%, 99.1%, and 96.6%, and are currently all in
compliance.  In addition, the Class D Notes are no longer
deferring interest and all previously deferred interest has been
paid in full.

Moody's also notes that the credit quality of the portfolio is
stable versus the last rating action.  Furthermore, the dollar
amount of defaulted securities reported by the trustee in November
2010 has decreased to about $11.8 million from approximately
$49.7 million in August 2009.  Furthermore, Moody's observes that
the transaction has exposure to a number of mezzanine and junior
CLO tranches in the underlying portfolio that are currently under
review for possible upgrade.

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 $530 million, defaulted par of $12 million, weighted
average default probability of 30.97% (implying a WARF of 3956), a
weighted average recovery rate upon default of 42.18%, and a
diversity score of 65.  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.

Nautique Funding Ltd., issued in April 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

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

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

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

In addition to the base case analysis described above, Moody's
also performed 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% (3165)

  -- Class A-1: +2
  -- Class A-2a: +1
  -- Class A-2b: +2
  -- Class A-3: +2
  -- Class B-1: +2
  -- Class B-2: +2
  -- Class C: +3
  -- Class D: +1

Moody's Adjusted WARF + 20% (4747)

  -- Class A-1: -2
  -- Class A-2a: -2
  -- Class A-2b: -1
  -- Class A-3: -2
  -- Class B-1: -2
  -- Class B-2: -2
  -- Class C: -2
  -- Class D: 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% (44.18%)

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

Moody's Adjusted WARR - 2% (40.18%)

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

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

Sources of additional performance uncertainties are described
below:

1) 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) 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 and the asset's current market value.

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

4) Other collateral quality metrics: The deal is allowed to
   reinvest and the manager has the ability to deteriorate the
   collateral quality metrics' existing cushions against the
   covenant levels.  Moody's analyzed the impact of assuming lower
   of reported and covenanted values for weighted average rating
   factor, weighted average spread, weighted average coupon, and
   diversity score.  However, in light of the large positive
   difference between the reported and covenant levels for
   weighted average spread, Moody's base case analysis
   incorporates the impact of assuming the midpoint of the
   reported and covenanted weighted average spread.


PROJECT FUNDING: Moody's Withdraws Ratings on Two Classes
---------------------------------------------------------
Moody's Investors Service announced that it has withdrawn its
ratings of these notes issued by Project Funding Corporation I:

  -- US$17,902,000 Class III Mezzanine Notes due 2012 (current
     outstanding Contra Amount balance of $1,078,275), Withdrawn
     (sf); previously on Dec. 3, 2007 Downgraded to Ca (sf);

  -- US$21,607,000 Class IV Mezzanine Notes due 2012 (current
     outstanding Contra Amount balance of $2,332,915), Withdrawn
     (sf); previously on Nov. 29, 2006 Downgraded to C (sf).

                        Ratings Rationale

Moody's has withdrawn the credit ratings for its own business
reasons.

Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources.  However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.


PUNTO VERDE: S&P Raises Ratings on Class A Notes to 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Punto
Verde Grantor Trust 2006-1's $40 million class A notes to 'B-'
from 'CCC-' and removed it from CreditWatch with positive
implications.

The rating on the class A notes is dependent on the lower of the
ratings on the two underlying securities, (i) Morgan Stanley ACES
SPC's series 2006-19 notes ('B-(sf)') and (ii) Fannie Mae's
$6.47 million interest rate strip due May 15, 2021, which is an
interest payment that has been stripped from Fannie Mae's
$4.25 billion global notes due May 15, 2029 ('AAA/Stable').

The rating action on the class A notes follows S&P's Dec. 10, 2010
upgrade of the underlying security, Morgan Stanley ACES SPC's
series 2006-19 notes to 'B-(sf)' from 'CCC-(sf)/Watch Pos'.  S&P
may take subsequent rating actions on the class A notes due to
changes in its ratings assigned to the underlying securities.


RALI SERIES: Moody's Cuts Ratings on Eight 2006-QS15 Tranches
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 8 tranches
from the Alt-A RMBS transaction RALI Series 2006-QS15.  The
collateral backing these transactions consists primarily of first-
lien, fixed-rate, Alt-A residential mortgage loans.

Complete rating actions are:

Issuer: RALI Series 2006-QS15 Trust

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

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

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

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

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

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

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

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

                        Ratings Rationale

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.

The principal methodology used in these ratings was "Alt-A RMBS
Loss Projection Update: February 2010" published in February 2010.

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 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.


RBSGC MORTGAGE: Moody's Downgrades Ratings on 29 Tranches
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 29
tranches and confirmed the rating of 1 tranche from 3 RMBS
transactions, backed by Alt-A loans, issued by RBSGC Mortgage
Loan Trust.

                        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: RBSGC Mortgage Loan Trust 2005-A

  -- Cl. 1-A, Downgraded to Ba3 (sf); previously on Jan. 14, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. X, Downgraded to Ba3 (sf); previously on Jan. 14, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. PO, Downgraded to Caa1 (sf); previously on Jan. 14, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to B3 (sf); previously on Jan. 14, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. 2-A-3, Downgraded to B3 (sf); previously on Jan. 14, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3-A, Downgraded to Caa2 (sf); previously on Jan. 14, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 4-A, Downgraded to Caa1 (sf); previously on Jan. 14, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 5-A, Downgraded to Caa1 (sf); previously on Jan. 14, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

Issuer: RBSGC Mortgage Loan Trust 2007-A

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

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

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

  -- Cl. 2-A-3, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 2-A-4, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa1 (sf) Placed Under Review for Possible Downgrade

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

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

  -- Cl. 3-A-2, Downgraded to Caa3 (sf); previously on Jan. 14,
     2010 Caa2 (sf) Placed Under Review for Possible Downgrade

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

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

Issuer: RBSGC Mortgage Loan Trust 2007-B

  -- Cl. 1A1, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1A2, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1A3, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1A4, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1A5, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1A6, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

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

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

  -- Cl. 2A1, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3A1, Downgraded to B1 (sf); previously on Jan. 14, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3A2, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     A1 (sf) Placed Under Review for Possible Downgrade


RESIX FINANCE: Moody's Reviews Ratings on Four Tranches
-------------------------------------------------------
Moody's Investors Service has placed the ratings of 4 tranches
issued by Resix Finance Limited Credit-Linked Notes, Series 2003-C
on review for possible downgrade due to the deterioration in the
credit performance of underlying securities and loans.  The RESIX
credit-linked notes replicate the cash flow of the B7, B8, B9, and
B10 tranches issued by RESI Finance Limited Partnership 2003-C.

Issuer: Resix Finance Limited Credit-Linked Notes, Series 2003-C

  -- Cl. B7, Ba2 (sf) Placed Under Review for Possible Downgrade;
     previously on June 25, 2004 Assigned Ba2 (sf)

  -- Cl. B8, Ba3 (sf) Placed Under Review for Possible Downgrade;
     previously on June 25, 2004 Assigned Ba3 (sf)

  -- Cl. B9, B2 (sf) Placed Under Review for Possible Downgrade;
     previously on June 25, 2004 Assigned B2 (sf)

  -- Cl. B10, B3 (sf) Placed Under Review for Possible Downgrade;
     previously on June 25, 2004 Assigned B3 (sf)

                        Ratings Rationale

The review actions were prompted by the downgrade review of
tranches issued by RESI Finance Limited Partnership 2003-C that
back the credit-linked notes issued by RESIX 2003-C.

The review actions on the underlying deal RESI 2003-C were
prompted by the continued performance deterioration of this deal
backed by prime jumbo loans originated before 2005 (seasoned
loans).  Serious delinquencies (loans greater than 60 or more days
delinquent, including loans in foreclosure and REO) as a
percentage of current balance on the pool of loans have increased
from 2.17% as of November 2009 to 3.99% as of November 2010.

Over the coming months, Moody's expects continued negative
performance on seasoned prime jumbo pools, as the overhang of
impending foreclosures will impact home prices negatively.  The
most important predictor of mortgage default in the past several
years has been the degree to which borrowers have negative equity
in their homes.  Moody's Economy.com expects home prices to fall
by about an additional 8%, reaching bottom in the coming year.
Prime jumbo borrowers, who typically had loan-to-value ratios
around 65% at closing, are therefore increasingly subject to
protracted periods of little, and in some cases negative, equity
in their homes.

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.


RRI ENERGY: Moody's Affirms 'Ba1' Senior Secured Rating on Certs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 senior secured rating
of the pass-thru certificates by RRI Energy Mid-Atlantic Power
Holdings LLC, a wholly owned subsidiary of GenOn Energy, Inc. (B2
CFR/Stable Outlook).  The rating outlook for both GenOn and REMA
is stable.

The rating affirmation considers Moody's understanding that GenOn
intends to modify its legal organization structure on or before
year-end 2010.  As a result, Moody's understand that ownership of
RRI Energy Power Generation, Inc., which owns RRI Energy Northeast
Holdings Inc., RRI Energy Northeast Generation, Inc., REMA and two
other subsidiaries, will be transferred to a new limited liability
company (GenOn Power Generation, LLC) that will be wholly owned by
GenOn Americas, Inc. (fka Mirant Americas Inc.).

This internal reorganization, which Moody's believe is primarily
being driven by GenOn's intention to simplify and align its legal
entity structure with its commercial operations, provide a more
administratively efficient reporting structure and maximize
certain tax efficiencies, will be accomplished by merging REPG and
Orion Power Holdings, Inc. into GPG, with GPG surviving and owning
all the assets previously held by REPG and OPH.  As a result of
this internal reorganization, REMA and its two immediate parent
entities, RRI Energy Northeast Generation Inc. and RRI Energy
Northeast Holdings, Inc., will become wholly owned subsidiaries of
GPG, which in turn will be wholly owned by GAI which is wholly
owned by GenOn Energy Holdings (fka Mirant Corporation).  GenOn
Energy Holdings, Inc., in turn, is a wholly owned subsidiary of
GenOn.

The Ba1 rating primarily reflects the B2 corporate family rating
and B2 probability of default of GenOn, as well as REMA's position
within GenOn's consolidated capital structure.  Additionally, the
Ba1 rating is one notch higher than the rating suggested by
Moody's Loss Given Default methodology due to the favorable
structural elements of these notes, such as a restricted payments
test.  Moody's views these features as improving recovery
prospects for these bonds in a default scenario.

The last rating action on GenOn and REMA occurred on December 9,
2010, when ratings were affirmed after the completion of the
merger between RRI Energy and Mirant Corporation which created
GenOn.

Headquartered in Houston, Texas, GenOn is an independent power
producer with a generation portfolio of 24,599 megawatts.


SEAWALL SPC: Moody's Junks Ratings on Class A Notes from 'B3'
-------------------------------------------------------------
Moody's has downgraded one class of Notes issued by Seawall SPC --
Series 2008 CMBS CDO-2 (Paired Notes) due to the deterioration in
the credit quality of the underlying reference obligations as
evidenced by an increase in the weighted average rating factor.
The rating action is the result of Moody's on-going surveillance
of commercial real estate collateralized debt obligation
transactions.

  -- Cl. A , Downgraded to Caa1 (sf); previously on Feb. 19, 2010
     Downgraded to B3 (sf)

                        Ratings Rationale

Seawall SPC -- Paired Notes is a synthetic credit linked note back
by two reference obligations of commercial mortgage backed
securities.  The reference obligations are AJ classes from the
BACM 2007-3 and BSCMS 2007-PWR16 conduit-fusion transactions.  The
aggregate collateral par amount is $62 million, the same as at
securitization.  There have been no pay-downs or losses to the
collateral pool.

Neither of the two reference obligations are considered defaulted
securities.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's have completed updated credit estimates for the non-
Moody's rated reference obligations.  The bottom-dollar WARF is a
measure of the default probability within a collateral pool.
Moody's modeled a bottom-dollar WARF of 2,050 compared to 1,875 at
last review.  The distribution of current ratings and credit
estimates is: Baa1-Baa3 (50.0% compared to 50.0% at last review)
and B1-B3 (50.0% compared to 50.0% at last review).

WAL acts to adjust the probability of default of the reference
obligations in the pool for time.  Moody's modeled to a WAL of 5.3
years compared to 6.1 years at last review.

WARR is the par-weighted average of the mean recovery values for
the reference obligation s in the pool.  Moody's modeled a fixed
WARR of 25.0%, the same as at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e.  the measure of diversity).
Moody's modeled a MAC of 74.5% compared to 71.4% at last review.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes.  However,
in many instances, a change in key parameter assumptions in
certain stress scenarios may be offset by a change in one or more
of the other key parameters.  Rated notes are particularly
sensitive to changes in recovery rate assumptions.  Holding all
other key parameters static, changing the recovery rate assumption
down from 25% to 15% or up to 35% would result in average rating
movement on the rated tranches of 0 notches downward and 1 notches
upward, respectively.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term.  From time to time, Moody's may, if warranted, change
these expectations.  Performance that falls outside the given
range may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated when the related
securities ratings were issued.  Even so, a deviation from the
expected range will not necessarily result in a rating action nor
does performance within expectations preclude such actions.  The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.  Primary sources of assumption
uncertainty are the current stressed macroeconomic environment and
continuing weakness in the commercial real estate and lending
markets.  Moody's currently views the commercial real estate
market as stressed with further performance declines expected in a
majority of property sectors.  The availability of debt capital is
improving with terms returning towards market norms.  Job growth
and housing price stability will be necessary precursors to
commercial real estate recovery.  Overall, Moody's central global
scenario remains "hook-shaped" for 2010 and 2011; Moody's expects
overall a sluggish recovery in most of the world's largest
economies, returning to trend growth rate with elevated fiscal
deficits and persistent unemployment levels.

Moody's 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.


SENIOR ABS: S&P Corrects Rating on Class A-2 Notes to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on the
class A-2 notes from Senior ABS Repack Trust's series 2002-1 to
'BB+ (sf)' from 'AAA (sf)'.  At the same time, S&P removed the
rating from CreditWatch with negative implications.

Senior ABS Repack Trust is a retranche of the class A-2 notes of
E*Trade ABS CDO I Ltd., a mezzanine-grade structured finance (SF)
collateralized debt obligation.  The rating on Senior ABS Repack
Trust's class A-2 notes is linked to S&P's rating on the class A-2
notes from E*Trade ABS CDO I Ltd.

Due to an error, S&P did not lower its rating on the class A-2
notes issued by the Senior ABS Repack Trust contemporaneously with
its rating actions on the class A-2 notes from E*Trade ABS CDO I
Ltd.

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

                  Rating And Creditwatch Actions

                     Senior ABS Repack Trust
                          Series 2002-1

                            Rating
                            ------
          Class         To          From
          -----         --          ----
          A-2           BB+ (sf)    AAA (sf)/Watch Neg


SLATE CDO: Fitch Downgrades Ratings on Various Classes of Notes
---------------------------------------------------------------
Fitch Ratings has downgraded and withdrawn the ratings on Slate
CDO 2007-1, Ltd.

The rating actions are a result of write-downs on the classes
following realized principal losses from insufficient liquidation
proceeds.  On Dec. 9, 2010, all proceeds from the liquidation were
used to pay transaction expenses, of which a majority of the
proceeds were used to pay the hedge counterparty.  The class A1SA
through A-2 notes were downgraded to 'Dsf' in July 2010 due to
missed timely interest payments and commitment fees.

Slate CDO 2007-1 was a hybrid collateral debt obligation that
combined the use of synthetic and cash assets, as well as unfunded
and funded liabilities.  At issuance, Slate CDO 2007-1 had a $270
million initially unfunded super-senior liquidity facility, and
issued approximately $330 million of funded notes and funded
preference shares.  The CDO initially invested in a $600 million
portfolio of combined synthetic and cash commercial mortgage
backed securities, CMBS B-Piece Resecuritizations, and commercial
real estate CDO securities.

Fitch has taken these rating actions:

  -- $0 class A1SA notes affirmed at 'Dsf' and withdrawn;

  -- $0 class A1SB notes affirmed at 'Dsf' and withdrawn;

  -- $0 class A1J notes affirmed at 'Dsf' and withdrawn;

  -- $0 class A-2 notes affirmed at 'Dsf' and withdrawn;

  -- $0 class A-3 notes downgraded to 'Dsf' from 'Csf' and
     withdrawn;

  -- $0 class B1 notes downgraded to 'Dsf' from 'Csf' and
     withdrawn;

  -- $0 class B-2 notes downgraded to 'Dsf' from 'Csf' and
     withdrawn;

  -- $0 class B-3 notes downgraded to 'Dsf' from 'Csf' and
     withdrawn;

  -- $0 class C notes downgraded to 'Dsf' from 'Csf' and
     withdrawn.


SLM STUDENT: Fitch Affirms 'BB' Rating on 2008-1 Subordinate Bond
-----------------------------------------------------------------
Fitch Ratings affirms the senior student loan notes at 'AAAsf' and
the subordinate bond at 'BBsf' issued by SLM Student Loan Trust
Series 2008-1.  The Rating Outlook remains Stable for both senior
and subordinate bonds.

The ratings on the senior notes are affirmed based on the
sufficient level of credit enhancement (consisting of
subordination and the projected minimum excess spread) to cover
the applicable basis factor stress.  The rating on the subordinate
note is affirmed at 'BB' due to the trust's very high cost
structure that will put pressure on the trust's ability to
generate excess spread (which is the only form of credit
enhancement for the subordinate note) and absorb even a mild level
of basis risk stress.

Fitch has taken these rating actions:

SLM Student Loan Trust Series 2008-1

  -- Class A-1 affirmed at 'AAAsf/LS1'; Outlook Stable;
  -- Class A-2 affirmed at 'AAAsf/LS1'; Outlook Stable;
  -- Class A-3 affirmed at 'AAAsf/LS1'; Outlook Stable;
  -- Class A-4 affirmed at 'AAAsf/LS1'; Outlook Stable;
  -- Class B affirmed at 'BBsf/LS3'; Outlook Stable.


SLM STUDENT: Fitch Affirms 'BB' Rating on Subordinate Bond
----------------------------------------------------------
Fitch Ratings affirms the senior student loan notes at 'AAAsf' and
the subordinate bond at 'BBsf' issued by SLM Student Loan Trust
Series 2008-2.  The Rating Outlook remains Stable for both senior
and subordinate bonds.

The ratings on the senior notes are affirmed based on the
sufficient level of credit enhancement (consisting of
subordination and the projected minimum excess spread) to cover
the applicable basis factor stress.  The rating on the subordinate
note is affirmed at 'BB' due to the trust's very high cost
structure that will put pressure on the trust's ability to
generate excess spread (which is the only form of credit
enhancement for the subordinate note) and absorb even a mild level
of basis risk stress.

Fitch has taken these rating actions:

SLM Student Loan Trust Series 2008-2

  -- Class A-1 affirmed at 'AAAsf/LS1'; Outlook Stable;
  -- Class A-2 affirmed at 'AAAsf/LS1'; Outlook Stable;
  -- Class A-3 affirmed at 'AAAsf/LS1'; Outlook Stable;
  -- Class B affirmed at 'BBsf/LS3'; Outlook Stable.


SLM STUDENT: Fitch Affirms 'BB' Rating on Subordinate Bond
----------------------------------------------------------
Fitch Ratings affirms the senior bonds at 'AAAsf' and subordinate
bond at 'BBsf' issued by SLM Student Loan Trust 2003-12.  The
Rating Outlook is Stable.

The ratings on the SLM Student Loan Trust 2003-12 have been
affirmed based on sufficient level of credit enhancement,
including subordination, overcollateralization, and projected
minimum excess spread to cover the applicable risk factor
stresses.

Fitch has taken these rating actions:

SLM Student Loan Trust 2003-12

  -- Class A-4 affirmed at 'AAAsf/LS1'; Outlook Stable;
  -- Class A-5 affirmed at 'AAAsf/LS1'; Outlook Stable;
  -- Class A-6 affirmed at 'AAAsf/LS1'; Outlook Stable;
  -- Class B affirmed at 'BBsf/LS3'; Outlook Stable.


TEXAS MIDWEST: S&P Junks Rating on Revenue Bonds From 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating on Texas
Midwest Public Facility Corp.'s project revenue bonds (Secure
Treatment Facility Project), series 2009 to 'CC' from 'BB'.  The
outlook is negative.

"The downgrade reflects S&P's view of the fact that the project
was completed ahead of schedule and within budget; however, the
facility is not currently being used," said Standard & Poor's
credit analyst James Breeding.  County officials undertook the
construction of this facility with the expectation that the Texas
Department of Criminal Justice would use it.  The facility was
constructed to meet TDCJ specifications for Substance Abuse
Felony Punishment Facilities and Intermediate Sanction Facilities,
following the award of a contract by the TDCJ.  The original
contract was for two years, with three one-year renewal options,
with funds already appropriated through fiscal 2011.

In June 2010, the state notified Jones County officials that the
TDCJ will not be sending inmates to the facility, though the
contract was not officially terminated.  At this point, it is
unclear as to what extent, if any, the facility will be used by
TDCJ.  Interest was capitalized through September 2010, with the
first lease payment due from Jones County in October.  The county
has not been able to make the required lease payments due, but is
working with TDCJ on identifying another inmate population that
could potentially use the facility.

The negative outlook reflects S&P's view of the likelihood for a
draw, and depletion, of the debt service reserve fund within the
next year.  Without use of the facility and a subsequent revenue
stream to support bond debt service, Standard & Poor's could lower
the rating further.


TRITON AVIATION: Moody's Reviews Ratings on Various Classes
-----------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the Class A-1 Notes, and downgraded the Class B-1, B-2,
C-1 and C-2 Notes pooled aircraft lease-backed notes issued by
Triton Aviation Finance.  The sponsor is Triton Aviation Limited.
The complete rating action is:

Issuer: Triton Aviation Finance

  -- Class A-1 Floating Rate Notes due June 15, 2025, B1 (sf)
     Placed on Review for Possible downgrade; previously on
     Oct. 26, 2005 downgraded to B1 (sf);

  -- Class B-1 Floating Rate Notes due June 15, 2025, Downgraded
     to C (sf); previously on Oct 26, 2005 downgraded to Caa2
     (sf);

  -- Class B-2 Fixed Rate Notes due June 15, 2025, Downgraded to C
     (sf); previously on Oct 26, 2005 downgraded to Caa2 (sf);

  -- Class C-1 Fixed Rate Notes due in June 15, 2025, Downgraded
     to C (sf); previously on March 22, 2004 downgraded to Ca
     (sf);

  -- Class C-2 Floating Rate Notes due in June 15, 2025,
     Downgraded to C (sf); previously on March 22, 2004 downgraded
     to Ca (sf);

                        Ratings Rationale

At closing in 2000 the notes were backed by a pool of 51 aircraft.
As of November 2010 the portfolio had 41 aircraft, down from 51 at
closing in 2000, with a recent average appraised base value of
approximately $190 million.  The remaining portfolio is comprised
of predominantly of old-vintage aircraft which have experienced
accelerated decline in demand and lease rates as a result of the
global recession.  Currently six aircraft in the pool are off-
lease with an additional thirteen aircraft under leases that are
scheduled to expire before December 31, 2011.  Given the lower
desirability of the aircraft in the remaining pool compared with
their newer generation counterparts Moody's expects future cash
flows generated by the pool to remain weak, with limited prospect
for rebound even as the global economic recovery continues.

As a result of revenue declines, the Class B-1, B-2, C-1 and C-2
Notes have stopped receiving interest payments, and due to their
subordinate position in the waterfall are unlikely to receive any
future cash flows.  The current loan-to-value ratios on the Class
B-1 and B-2 Notes and the Class C-1 and C-2 Notes are 129% and
174% respectively.  Given the Class A-1 LTV of approximately 97%,
there is little chance for any possible recovery on the
subordinated notes.

The Class A-1 was placed on review for possible downgrade because
principal retirement from lease revenue continues to be low.  From
Dec 2009 until Nov 2010 a total of approximately $22.7 million in
principal was paid to the Class A-1 Notes, an average of
approximately $2 million per month, as compared to a current
remaining balance of $180 million, which suggests that a repayment
period which is quite lengthy given the age of the aircraft.  This
and the current 97% LTV ratio on Class A-1 indicates increased
default risk on the Class A-1 notes.  Moody's review will focus on
assessing more precisely the current status and valuation of the
Triton fleet, projected portfolio income and expenses, and the
level of remaining reserves available to provide structural
support to noteholders.


UCAT 2005-1: Moody's Reviews Ratings on Two Classes of Notes
------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the Class B-1-A and B-1-B notes issued by UCAT 2005-1
securitization, which is a resecuritization of certain pooled
aircraft leased-backed notes.  The complete ratings actions are:

Issuer: UCAT 2005-1

  -- Class B-1-A Notes maturing in July 2031, Ba2 (sf) Placed
     Under Review for Possible Downgrade Downgraded; Previously on
     April 2, 2009 downgraded to Ba2 (sf);

  -- Class B-1-B Notes maturing in July 2031, Caa2 (sf) Placed
     Under Review for Possible Downgrade Downgraded; Previously on
     April 2, 2009 downgraded to Caa2 (sf);

                        Ratings Rationale

The assets of the trust consist of $145 million face amount of
Lease Investment Flight Trust Class A-1 and A-2 Notes (the
underlying LIFT Notes).  The review action stems from the
placement of the LIFT Class A-1 and A-2 Notes under review for
possible downgrade as a result of materially lower pay-down
expectations for these underlying LIFT notes.  Interest and
principal payments on the underlying LIFT Notes are allocated to
pay UCAT's Class A-1 Interest, Class A-2 principal, Class B-1-A
principal and Class B-1-B principal, sequentially.  Since interest
payments on the underlying LIFT Notes are greater than interest
payments on the UCAT Notes, excess spread is generated which is
applied as principal on the UCAT Notes.  In addition to the excess
spread, as of November 2010, the Class A-1 benefited from total
subordination of 31% comprised of the Class B-1A and B-1-B, while
Class B-1-A benefits from 10.3% subordination comprised of Class
B-1-B.  The Class B-1-A and B-1-B Notes are principal-only notes
that do not bear interest.

The steep decline in interest rates in the past year or so has
reduced the amount of interest paid on the underlying LIFT Notes,
and therefore has reduced the excess spread that was available to
pay down the UCAT Notes.  This in turn, reduces the payment
prospects, particularly for the Class B-1-A and B-1-B Notes due to
their subordinate position in the waterfall.  The review will
focus on the current status and valuation of the LIFT collateral
and the payment prospects for the underlying LIFT Notes.  Moody's
notes that its review of UCAT Class A-1, which benefits from all
cash flow until paid in full, indicates it to be adequately
protected for its rating.


UNITED COS: S&P Downgrades Ratings on Class A to 'BB+'
------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A certificates from United Cos. Funding Inc. series 1996-2 to
'AA'.  S&P also lowered its 'BBB-' rating on the class A
certificates from UCFC Funding Corp. series 1998-3 to 'BB+'.

The upgrade of the class A certificates from series 1996-2
reflects the increase in hard credit support in relation to the
small outstanding certificate balance, and the slowing rate of
losses.  The downgrade of the class A certificates from series
1998-3 reflects the high cumulative net losses relative to initial
expectations and the continued reduction in hard credit support
resulting from the write-down of the subordinate classes of
certificates.

The collateral pool for both transactions consists of installment
sales contracts and mortgage loans secured by real estate and
affixed manufactured home.  UCFC left the manufactured housing
originations business in October 1998 and declared Chapter 11
bankruptcy in March 1999.  EMC Mortgage Corp., a wholly owned
subsidiary of Bear Stearns & Co. Inc., assumed servicing
responsibility on UCFC's entire manufactured housing and home
equity portfolios as of Dec. 31, 2000.  Servicing for both of
these transactions is currently being performed by Green Tree
Servicing LLC.

As of the Nov. 15, 2010, distribution date, the pool factor, or
percentage of the initial pool balance that remains outstanding,
was 8.42% for series 1996-2 and 27.30% for series 1998-3.  To
date, series 1996-2 has experienced cumulative net losses
amounting to 19.15% of the original pool balance and series 1998-3
has experienced cumulative net losses of 22.95% of the original
pool balance, both well above S&P's original loss expectation at
issuance.  Over the same time period, 90-plus-day delinquencies
for both series have trended downward and remained relatively
steady at levels below 2.00%.  After reviewing the performance
information S&P has received for the transactions to date, S&P
raised its cumulative net loss expectations to 21.0% for series
1996-2 and 29.0% for series 1998-3.  S&P's analysis assumes a loss
severity ranging from 70% to 90% which is typical for recent
manufactured housing securitization performance.

At closing, credit support for the 1996-2 transaction was provided
through a combination of cash reserves and excess spread.  Over
time the transaction structure could trap excess spread as cash in
the reserve account up to the $6,500,000 required amount.
However, due to higher-than-expected losses, the cash reserve
never reached the required amount and as of the Nov. 15, 2010,
distribution date, currently contains $2,967,371.  Regardless of
the higher-then-expected cumulative net losses, the reserve
account has grown as a percentage of the current collateral
balance to the extent that the remaining cash reserves provide a
significant amount of enhancement to the Class A certificates.

For the 1998-3 transaction, credit support at closing was provided
through a combination of subordination, in the form of two classes
of B certificates and two classes of M certificates, and excess
spread.  The 1998-3 transaction was structured to build
enhancement over time in the form of overcollateralization.  As of
the Nov. 15, 2010, distribution date, higher-than-expected losses
have depleted the overcollateralization.  In addition, three of
the four subordinated classes have been written down to zero and
the remaining class M-1 certificate, which provides the only hard
credit enhancement to the class A certificates, has begun being
written down.  Unlike the series 1996-2 transaction, enhancement
in the series 1998-3 transaction has not significantly changed as
a percentage of the current collateral balance and is only
slightly above the original enhancement level at issuance.

                             Table 1

                        Credit Support (%)
            As of the Nov. 15, 2010, distribution date

                          Total hard            Current total
                          credit support        hard credit
     Series      Class    at issuance           support (i)
     ------      -----    --------------        ------------
     1996-2      A         3.00                   70.48
     1998-3      A         26.25                  30.20

(i) Consists of either cash reserves or subordination; excludes
    excess spread, which can provide additional enhancement.

Standard & Poor's will continue to monitor the performance of the
transaction to consider whether the credit enhancement remains
sufficient, in S&P's view, to cover its revised cumulative net
loss expectations under its stress scenarios for each rating.  If
the transactions perform in line with or better than expected,
upgrades are possible as the credit enhancement continues to grow
as the pool amortizes and the rate of remaining losses decreases.
However, if the transactions experience cumulative net losses
significantly higher than S&P's revised expectations due to higher
default rates or lower recoveries, downgrades to the class A
certificates are possible.

                          Rating Raised

                     United Cos. Funding Inc.

                                     Rating
                                     ------
                 Series   Class   To        From
                 ------   -----   --        ----
                 1996-2   A       AA        BBB

                         Rating Lowered

                        UCFC Funding Corp.

                                     Rating
                                     ------
                 Series   Class   To        From
                 ------   -----   --        ----
                 1998-3   A       BB+       BBB-


US AIRWAYSP: S&P Assigns 'B+' Rating to Class B Certificates
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BBB (sf)' rating to US Airways Inc.'s series 2010-1 class A pass-
through certificates, with an expected maturity of April 22, 2023.
At the same time, S&P assigned its 'B+ (sf)' rating to the class B
pass-through certificates, with an expected maturity of April 22,
2017.  The final legal maturities will be 18 months after the
expected maturity.  The issues are drawdowns under a Rule 415
shelf registration.  S&P had assigned preliminary ratings to these
certificates on Dec. 15, 2010.

"The ratings are based on US Airways' credit quality, the
substantial collateral coverage provided by good quality aircraft,
and the legal and structural protections available to the pass-
through certificates," said Standard & Poor's credit analyst
Philip Baggaley.  The company will use the proceeds of the
offering to refinance five A321-200, two A330-200, and one A320-
200 aircraft that were delivered in 2009.  Each aircraft's secured
notes are cross-collateralized and cross-defaulted--a provision
S&P believes increases the likelihood that US Airways would affirm
the notes (and thus continue to pay on the certificates) in
bankruptcy.

The pass-through certificates are a form of enhanced equipment
trust certificates, and benefit from legal protections afforded
under Section 1110 of the federal bankruptcy code and by a
liquidity facility provided by Morgan Stanley Bank N.A.  The
liquidity facility is intended to cover up to three semiannual
interest payments, a period during which collateral could be
repossessed and remarketed by certificateholders following any
default by the airline, or to maintain continuity of interest
payments as certificateholders negotiate with US Airways in a
bankruptcy with regard to the certificates.

                           Ratings List

                          US Airways Inc.

       Corporate credit rating                B-/Stable/--

                      US Airways Group Inc.

       Corporate credit rating                 B-/Stable/--

                           New Ratings

                         US Airways Inc.

         Series 2010-1 Class A pass-thru certs   BBB (sf)
         Series 2010-1 Class B pass-thru certs   B+ (sf)


VANDERBILT MORTGAGE: Moody's Downgrades Ratings on 20 Tranches
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 20
tranches from 8 transactions, backed by manufactured housing
loans, issued by Vanderbilt Mortgage and Finance, Inc.

                        Ratings Rationale

The ratings on the securities were monitored by evaluating factors
Moody's determined to be essential in the analysis of securities
backed by such loans.  The salient factors include: i) the nature,
sufficiency, and quality of historical loan performance
information, ii) the collateral composition and pool credit
performance including loan delinquency and loss data, iii) the
transaction's capital structure and related allocations of
collateral cash flows and losses, and iv) a comparison of current
credit enhancement levels to updated Moody's pool loss projections
based on present collateral credit performance.

When analyzing underlying ratings for MH transactions, Moody's
projects cumulative losses for each deal based on a collateral
analysis of the deal's Constant Prepayment Rate and Constant
Default Rate.

CPR is based on the average of the last six months 1-month CPR.

There are two approaches for determining pool CDR.  The first
approach calculates CDR based on pool loan losses from the
previous twelve months, i.e. recent losses.  A second approach is
based on pipeline defaults -- derived from days-aged delinquencies
and Moody's assumptions for default based on days delinquent or
REO.  Moody's assumes 85% severity for manufactured homes at an
expected case.  After CDR is calculated using the two methods, the
effective CDR for loss projection purposes is determined by using
a maximum of the CDRs.  Moody's will project future CDR rates
based on delinquency and loss trends.  For the actions noted
below, in most cases, Moody's has assumed that CDR will remain
constant over the life of each deal.  A sudden reversal in the
existing trend of projected defaults and losses is not anticipated
for these deals as they are well seasoned.

Based on calculated CPR and CDR, Moody's calculates projected
deal-specific cumulative losses and the weighted average life of
the deal.  The credit enhancement calculation may also include
credit for excess spread, i.e. the aggregate, positive difference
in the weighted average loan coupon and the all-inclusive
securities' interest and deal fees, including servicing.  Excess
spread benefit is calculated by multiplying the stressed
annualized excess spread by the weighted average life of the deal.
Aggregate credit enhancement which combines subordination benefit
(including overcollateralization and/or reserve accounts) and
support from letters of credit or guarantees and excess spread
benefit, is compared with projected cumulative losses for the deal
to derive coverage multiples and associated ratings by tranche.
Moody's will analyze tranche coverage multiples after
consideration of tranche-specific loss allocation and timing of
principal repayment.

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

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 be one to two notch lower, as listed in the
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.

Complete rating actions are:

Issuer: Vanderbilt Mortgage and Finance Senior/Subordinate Pass-
Through Certificates, Series 2002-B

  -- Cl. A-5, Downgraded to A1 (sf); previously on Aug. 29, 2002
     Assigned Aa2 (sf)

  -- Cl. M-1, Downgraded to Baa2 (sf); previously on Sept. 23,
     2009 Downgraded to A3 (sf)

  -- Cl. A-4, Downgraded to Aa1 (sf); previously on Aug. 29, 2002
     Assigned Aaa (sf)

Issuer: Vanderbilt Mortgage and Finance, Inc. 2000-C

  -- Cl. A-5, Downgraded to Baa2 (sf); previously on Aug. 29, 2000
     Assigned Aa3 (sf)

  -- Cl. M-1, Downgraded to B1 (sf); previously on March 30, 2009
     Downgraded to A3 (sf)

  -- Cl. A ARM, Downgraded to Baa1 (sf); previously on Aug. 29,
     2000 Assigned Aaa (sf)

Issuer: Vanderbilt Mortgage and Finance, Inc. 2002-C

  -- Cl. A-4, Downgraded to Aa1 (sf); previously on Feb. 10, 2003
     Assigned Aaa (sf)

  -- Cl. A-5, Downgraded to Baa1 (sf); previously on Feb. 10, 2003
     Assigned Aa2 (sf)

  -- Cl. M-1, Downgraded to B1 (sf); previously on Feb. 10, 2003
     Assigned A2 (sf)

Issuer: Vanderbilt Mortgage and Finance, Inc. Series 1999-D

  -- Cl. IA-5, Downgraded to A1 (sf); previously on Nov. 30, 1999
     Assigned Aa3 (sf)

  -- Cl. IM-1, Downgraded to Baa2 (sf); previously on Nov. 30,
     1999 Assigned A2 (sf)

Issuer: Vanderbilt Mortgage and Finance, Inc. Series 2001-C

  -- Cl. A-5, Downgraded to A2 (sf); previously on Sept. 23, 2009
     Downgraded to A1 (sf)

  -- Cl. M-1, Downgraded to Ba2 (sf); previously on Sept. 23, 2009
     Downgraded to Baa2 (sf)

Issuer: Vanderbilt Mortgage and Finance, Inc. Series 2002-A

  -- Cl. A-4, Downgraded to Aa2 (sf); previously on Feb. 26, 2002
     Assigned Aaa (sf)

  -- Cl. A-5, Downgraded to Baa1 (sf); previously on March 30,
     2009 Downgraded to A2 (sf)

  -- Cl. M-1, Downgraded to B2 (sf); previously on March 30, 2009
     Downgraded to Baa2 (sf)

Issuer: Vanderbilt Mortgage and Finance, Inc. Series 2003-A

  -- Cl. AV, Downgraded to A1 (sf); previously on March 25, 2003
     Assigned Aaa (sf)

  -- Cl. A-5, Downgraded to A2 (sf); previously on March 25, 2003
     Assigned Aa2 (sf)

  -- Cl. M-1, Downgraded to Baa2 (sf); previously on March 25,
     2003 Assigned A2 (sf)

Issuer: Vanderbilt Mortgage and Finance, Inc., Series 2000-D

  -- Cl. M-1, Downgraded to Baa1 (sf); previously on Nov. 30, 2000
     Assigned A2 (sf)


WACHOVIA CRE: Moody's Affirms Ratings on 17 Claesses of Notes
-------------------------------------------------------------
Moody's has affirmed seventeen classes of Notes issued by Wachovia
CRE CDO 2006-1, Ltd. due to the existing level of cash reserves in
the transaction (approximately 39% of the total pool balance
including cash) and the sensitivity to recovery rates.  The rating
action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation
transactions.

  -- Cl. A-1A, Affirmed at A2 (sf); previously on April 7, 2009
     Downgraded to A2 (sf)

  -- Cl. A-1B, Affirmed at Ba3 (sf); previously on April 7, 2009
     Downgraded to Ba3 (sf)

  -- Cl. A-2A, Affirmed at Aaa (sf); previously on April 7, 2009
     Confirmed at Aaa (sf)

  -- Cl. A-2B, Affirmed at Baa3 (sf); previously on April 7, 2009
     Downgraded to Baa3 (sf)

  -- Cl. B, Affirmed at B2 (sf); previously on April 7, 2009
     Downgraded to B2 (sf)

  -- Cl. C, Affirmed at Caa1 (sf); previously on April 7, 2009
     Downgraded to Caa1 (sf)

  -- Cl. D, Affirmed at Caa1 (sf); previously on April 7, 2009
     Downgraded to Caa1 (sf)

  -- Cl. E, Affirmed at Caa2 (sf); previously on April 7, 2009
     Downgraded to Caa2 (sf)

  -- Cl. F, Affirmed at Caa2 (sf); previously on April 7, 2009
     Downgraded to Caa2 (sf)

  -- Cl. G, Affirmed at Caa2 (sf); previously on April 7, 2009
     Downgraded to Caa2 (sf)

  -- Cl. H, Affirmed at Caa3 (sf); previously on April 7, 2009
     Downgraded to Caa3 (sf)

  -- Cl. J, Affirmed at Caa3 (sf); previously on April 7, 2009
     Downgraded to Caa3 (sf)

  -- Cl. K, Affirmed at Caa3 (sf); previously on April 7, 2009
     Downgraded to Caa3 (sf)

  -- Cl. L, Affirmed at Caa3 (sf); previously on April 7, 2009
     Downgraded to Caa3 (sf)

  -- Cl. M, Affirmed at Caa3 (sf); previously on April 7, 2009
     Downgraded to Caa3 (sf)

  -- Cl. N, Affirmed at Caa3 (sf); previously on April 7, 2009
     Downgraded to Caa3 (sf)

  -- Cl. O, Affirmed at Caa3 (sf); previously on April 7, 2009
     Downgraded to Caa3 (sf)

                        Ratings Rationale

Wachovia CRE CDO 2006-1 is a revolving CRE CDO transaction backed
by a portfolio A-Notes and whole loans (80.9% of the pool
balance), commercial mortgage backed securities (8.4%), B-Notes
(6.5%), real estate investment trustee debt (2.7%) and mezzanine
loans (1.5%).  As of the November 17, 2010 Trustee report, the
aggregate Note balance of the transaction was $1,300.0 million,
the same as that at issuance.  The reinvestment period for the
transaction ends in September 2011.

There are seven assets with a par balance of $51.5 million (3.9%
of the current pool balance including cash) that are considered
Defaulted Securities as of the November 17, 2010 Trustee report.
While there have been no realized losses to date, Moody's does
expect moderate losses to occur once they are realized.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's have completed updated credit estimates for the non-
Moody's rated collateral.  For non-CUSIP collateral, Moody's is
eliminating the additional default probability stress applied to
corporate debt in CDOROM(R) v2.6 as Moody's expects the underlying
non-CUSIP collateral to experience lower default rates and higher
recovery compared to corporate debt due to the nature of the
secured real estate collateral.  The bottom-dollar WARF is a
measure of the default probability within a collateral pool.
Moody's modeled a bottom-dollar WARF of 5,474 compared to 3,863 at
last review.  The distribution of current ratings and credit
estimates is: Aaa-Aa3 (5.8% compared to 0.0% at last review), A1-
A3 (2.6% compared to 0.0% at last review), Baa1-Baa3 (2.7%
compared to 0.0% at last review), Ba1-Ba3 (3.8% compared to 0.0%
at last review), B1-B3 (29.2% compared to 94.3% at last review),
and Caa1-C (55.9% compared to 5.7% at last review).

WAL acts to adjust the probability of default of the collateral in
the pool for time.  Moody's modeled to a WAL of 8.0 years
(including the remaining reinvestment period) compared to 7.3
years at last review.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool.  Moody's modeled a fixed WARR
of 50.6% compared to 46.6% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).  For
non-CUSIP collateral, Moody's is reducing the maximum over
concentration stress applied to correlation factors due to the
diversity of tenants, property types, and geographic locations
inherent in pooled transactions.  Moody's modeled a MAC of 14.4%
compared to 24.5% at last review.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes.  However,
in many instances, a change in key parameter assumptions in
certain stress scenarios may be offset by a change in one or more
of the other key parameters.  Rated notes are particularly
sensitive to changes in recovery rate assumptions.  Holding all
other key parameters static, changing the recovery rate assumption
down from 50.6% to 40.6% or up to 60.6% would result in average
rating movement on the rated tranches of 0 to 4 notches downward
and 0 to 4 notches upward, respectively.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term.  From time to time, Moody's may, if warranted, change
these expectations.  Performance that falls outside the given
range may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated when the related
securities ratings were issued.  Even so, a deviation from the
expected range will not necessarily result in a rating action nor
does performance within expectations preclude such actions.  The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.  Primary sources of assumption
uncertainty are the current stressed macroeconomic environment and
continuing weakness in the commercial real estate and lending
markets.  Moody's currently views the commercial real estate
market as stressed with further performance declines expected in a
majority of property sectors.  The availability of debt capital is
improving with terms returning towards market norms.  Job growth
and housing price stability will be necessary precursors to
commercial real estate recovery.  Overall, Moody's central global
scenario remains "hook-shaped" for 2010 and 2011; Moody's expects
overall a sluggish recovery in most of the world's largest
economies, returning to trend growth rate with elevated fiscal
deficits and persistent unemployment levels.


WACHOVIA BANK: Moody's Downgrades Ratings on 10 2005-C22 Certs.
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of ten classes
and affirmed six classes of Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-
C22:

  -- Cl. A-2, Affirmed at Aaa (sf); previously on Jan. 13, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on Jan. 13, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-PB, Affirmed at Aaa (sf); previously on Jan. 13, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Affirmed at Aaa (sf); previously on Jan. 13, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-1A, Affirmed at Aaa (sf); previously on Jan. 13, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. IO, Affirmed at Aaa (sf); previously on Jan. 13, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-M, Downgraded to Aa2 (sf); previously on Oct. 7, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-J, Downgraded to Baa1 (sf); previously on Oct. 7, 2010
     Aa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Baa3 (sf); previously on Oct. 7, 2010
     Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Ba3 (sf); previously on Oct. 7, 2010 A2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to B3 (sf); previously on Oct. 7, 2010 A3
     (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. F, Downgraded to Caa3 (sf); previously on Oct. 7, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to C (sf); previously on Oct. 7, 2010 Ba2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to C (sf); previously on Oct. 7, 2010 B1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to C (sf); previously on Oct. 7, 2010 B3
     (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 7, 2010, Moody's placed ten classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
10.1% of the current balance.  At last review, Moody's cumulative
base expected loss was 6.6%.  Moody's stressed scenario loss is
17.8% 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 expects overall a sluggish recovery in most
of the world's largest economies, returning to trend growth rate
with elevated fiscal deficits and persistent unemployment levels.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a 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 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 34 compared to 36 at last review.

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

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 6% to $2.380
billion from $2.534 billion at securitization.  The Certificates
are collateralized by 143 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 33%
of the pool.  Two loans, representing 0.5% of the pool, have
defeased and are collateralized by U.S. Government securities.
The pool includes three loans, representing 4% of the pool, with
investment grade credit estimates.

Twenty-two loans, representing 15% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council monthly reporting package.  As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

One loan has been liquidated from the pool since securitization,
resulting in a $20.4 million loss (50% loss severity on average).
The pool had not experienced any realized losses at last review.
Fifteen loans, representing 16% of the pool, are currently in
special servicing.  The largest specially serviced loan is the
Westin Casuarina Hotel & Spa Loan ($148.5 million -- 6.2% of the
pool) which is secured by an 826-room luxury hotel spa and casino
located in Las Vegas, Nevada.  The loan was transferred to special
servicing March 2010 due to poor financial performance and is
presently in foreclosure proceedings.

The second largest loan in special servicing is the Eagle Ridge
Mall ($46.3 million 1.9% of the pool) which is secured by a
509,000 square foot regional shopping mall in Lake Wales, Florida.
The loan was transferred to special servicing April 2009 due to
the General Growth Property Inc. bankruptcy filing.  The loan
became real estate owned November 2010.

The remaining thirteen specially serviced loans are secured by a
mix of property types.  The master servicer has recognized an
aggregate $69.3 million appraisal reduction for eight of the
specially serviced loans.  Moody's has estimated an aggregate
$171.5 million loss (45% expected loss on average) for all of the
specially serviced loans.

Moody's has assumed a high default probability for seven poorly
performing loans representing 4% of the pool and has estimated a
$20.4 million loss (19% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with partial year 2009 operating results for
81% of the pool.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 98% compared to 108% 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 9.0%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.57X and 1.03X, respectively, compared to
1.39X and 0.95X 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 Metro Pointe at
South Coast Loan ($52.6 million -- 2.2% of the pool), which is
secured by a leasehold interest on a 386,000 SF retail center
located in Costa Mesa, California.  The property was 100% leased
as of June 2010 compared to 99% at last review.  Financial
performance has increased since last review.  Moody's current
credit estimate and stressed DSCR are Aa1 and 2.15X, respectively,
compared to A1 and 1.82X at last review.

The second loan with a credit estimate is the Shoppes at East
Chase Loan ($26.3 million -- 1.1% of the pool), which is secured
by a 364,400 SF retail center located in Montgomery, Alabama.  The
property was 87% leased as of June 2010 compared to 85% at last
review.  Financial performance has declined despite increased
occupancy.  Moody's current credit estimate and stressed DSCR are
A3 and 1.71X, compared to A2 and 1.90X at last review.

The third loan with a credit estimate is the 1201 Broadway Loan
($11.0 million -- 0.5% of the pool) which is secured by a 132,000
SF office building located in New York, New York.  The property
was 92% leased as of June 2010 compared to 89% at last review.
Moody's current credit estimate and stressed DSCR are Aa2 and
2.08X, respectively, compared to Baa3 and 1.43X at last review.

The top three performing conduit loans represent 16% of the
pool balance.  The largest loan is the Hyatt Center Loan
($162.5 million -- 6.8% of the pool), which represents a 50%
participation interest in a first mortgage loan.  The loan is
secured by a 1.5 million SF Class A office building located in
Chicago, Illinois.  The property was 95% leased as of June 2010,
the same as last review.  Moody's LTV and stressed DSCR are 87%
and 1.06X, respectively, compared to 107% and 0.86X at last
review.

The second largest loan is the Extra Space PRISA Pool Loan
($145 million -- 6.1% of the pool), which is secured by 22,717
self storage units at 35 properties located in 18 states that are
cross collateralized and cross defaulted.  The loan is interest-
only throughout the seven-year loan term.  Moody's LTV and
stressed DSCR are 82% and 1.22X, respectively, compared to 84% and
1.19X at last review.

The third largest loan is the 300 Four Falls Corporate Center Loan
($70.4 million -- 3.0% of the pool), which is secured by a 293,000
SF suburban Class A office building located in West Conshohocken,
Pennsylvania.  Property performance has increased since last
review.  The property is 100% leased as of June 2010 compared to
97% at last review.  Moody's LTV and stressed DSCR are 107% and
0.91X, respectively, compared to 115% and 0.84X at last review.


WACHOVIA BANK: Moody's Downgrades Ratings on 18 2006-C25 Certs.
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 18 classes,
confirmed eight classes and affirmed five classes of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-C25:

  -- Cl. A-1, Affirmed at Aaa (sf); previously on June 29, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-2, Affirmed at Aaa (sf); previously on June 29, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-3, Affirmed at Aaa (sf); previously on June 29, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-AB, Affirmed at Aaa (sf); previously on June 29, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on June 29, 2006
     Definitive Rating Assigned Aaa (sf)

  -- Cl. A-4, Confirmed at Aaa (sf); previously on Oct. 5, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- Cl. A-1A, Confirmed at Aaa (sf); previously on Oct. 5, 2010
     Aaa (sf) Placed Under Review for Possible Downgrade

  -- 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 Baa2 (sf); previously on Oct. 5, 2010
     Aa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. B, Downgraded to Baa3 (sf); previously on Oct. 5, 2010 A1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. C, Downgraded to Ba2 (sf); previously on Oct. 5, 2010 A2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. D, Downgraded to B1 (sf); previously on Oct. 5, 2010 A3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. E, Downgraded to B3 (sf); previously on Oct. 5, 2010 Baa1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. F, Downgraded to Caa1 (sf); previously on Oct. 5, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. G, Downgraded to Caa2 (sf); previously on Oct. 5, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. H, Downgraded to Ca (sf); previously on Oct. 5, 2010 Ba2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. J, Downgraded to Ca (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 B3
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. L, Downgraded to C (sf); previously on Oct. 5, 2010 Caa1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. M, Downgraded to C (sf); previously on Oct. 5, 2010 Caa1
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. N, Downgraded to C (sf); previously on Oct. 5, 2010 Caa2
     (sf) Placed Under Review for Possible Downgrade

  -- Cl. HAF-1, Confirmed at Baa1 (sf); previously on Oct. 5, 2010
     Baa1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. HAF-2, Confirmed at Baa2 (sf); previously on Oct. 5, 2010
     Baa2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. HAF-3, Confirmed at Baa3 (sf); previously on Oct. 5, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. HAF-4, Confirmed at Ba1 (sf); previously on Oct. 5, 2010
     Ba1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. HAF-5, Confirmed at Ba2 (sf); previously on Oct. 5, 2010
     Ba2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. HAF-6, Confirmed at Ba3 (sf); previously on Oct. 5, 2010
     Ba3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. HAF-7, Downgraded to B2 (sf); previously on Oct. 5, 2010
     B1 (sf) Placed Under Review for Possible Downgrade

  -- Cl. HAF-8, Downgraded to Caa1 (sf); previously on Oct. 5,
     2010 B2 (sf) Placed Under Review for Possible Downgrade

  -- Cl. HAF-9, Downgraded to Ca (sf); previously on Oct. 5, 2010
     B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. HAF-10, Downgraded to C (sf); previously on Oct. 5, 2010
     Caa1 (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 and confirmations
are due to key parameters, including Moody's loan to value ratio,
Moody's stressed DSCR and the Herfindahl Index, remaining within
acceptable ranges.  Based on Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings.

On October 5, 2010, Moody's placed 26 classes on review for
possible downgrade.  This action concludes Moody's review.

Moody's rating action reflects a cumulative base expected loss of
9.8% of the current balance.  At last full review, Moody's
cumulative base expected loss was 1.8%.  Moody's stressed scenario
loss is 21.4% of the current balance.

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

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

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

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

Moody's 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 15 compared to 33 at Moody's prior full 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.

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

                         Deal Performance

As of the November 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 7% to $1.93 billion
from $2.08 billion at securitization.  The Certificates are
collateralized by 145 mortgage loans ranging in size from less
than 1% to 14% of the pool, with the top ten loans representing
52% of the pool.  The pool does not contain any defeased loans.
Four loans, representing 7% of the pool, have investment grade
credit estimates.  At last full review, three additional loans
also had credit estimates.  However, due to performance declines
and increased leverage these loans no longer have credit estimates
and are analyzed as part of the conduit pool.  Two of these loans,
the One Federal Street Loan ($262.0 million -- 14.3%) and the One
New York Plaza Loan ($194.1 million -- 10.6%), are now the two
largest conduit loans and are discussed below.  The other loan is
the AMLI of North Dallas Loan ($26.8 million -- 1.5%) which is
currently in special servicing.

Non-pooled Classes HAF-1, HAF-2, HAF-3, HAF-4, HAF-5, HAF-6, HAF-
7, HAF-8, HAF-9, and HAF-10 are collateralized by the junior non-
pooled components of the 70 Hudson Street Loan, the ALMI of North
Dallas Loan, and the Fountains of Miramar Loan.

Thirty-four 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.

One loan has been liquidated from the pool since securitization,
resulting in a $1.8 million loss (77% loss severity).  Currently
20 loans, representing 12% of the pool, are in special servicing.
The largest specially serviced loan is the Rivergate Plaza Loan
($58.5 million -- 3.2% of the pool), which is secured by two
office buildings totaling 302,058 square feet and located in
Miami, Florida.  The loan was transferred to special servicing in
September 2009 due to payment default and is currently real estate
owned.

The ALMI of North Dallas Loan ($26.8 million -- 1.5%), which is
secured by a 1,032-unit multifamily property located in Dallas
Texas, was transferred to special servicing in February 2010 and
is in the process of foreclosure.  The junior non pooled component
of the loan is a part of the collateral for the multi-loan HAF
class rake bonds.

The remaining 19 specially serviced loans are secured by a mix of
property types.  The master servicer has recognized appraisal
reductions totaling $76.2 million for the specially serviced
loans.  Moody's has estimated an aggregate loss of $90.2 million
(50% expected loss on average) for all of the specially serviced
loans.

Moody's has assumed a high default probability for 15 poorly
performing loans representing 12% of the pool and has estimated a
$39.7 million loss (19% 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 86% and 73% of the performing pool,
respectively.  Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 100% compared to 112% at last full
review.  Moody's net cash flow reflects a weighted average haircut
of 10.0% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.0%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.81X and 1.26X, respectively, compared to
1.17X and 0.88X 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 70 Hudson Street
Loan ($73.6 million -- 4.0%), which is secured by a 409,272 square
foot office property located in Jersey City, New Jersey.  The
building is 100% leased to an affiliate of Barclays Plc (Moody's
senior unsecured rating of (P)Aa3 - stable outlook) until January
2016.  The loan had a 36-month interest-only period and is now
amortizing on a 360-month schedule maturing in April 2016.  The
loan has paid down 2% since last full review.  The junior non
pooled component of the loan is part of the collateral for the
multi-loan HAF class rake bonds.  Moody's current credit estimate
and stressed DSCR for the A note are A2 and 1.52X, respectively,
compared to A2 and 1.58X at last full review.

The remaining three loans with credit estimates comprise 2.6% of
the pool.  Moody's credit estimates for these loans are the same
as last full review.  The Two Penn Center Loan ($23.9 million --
1.3% of the pool) is secured by a 502,531 square foot office
building located in Philadelphia, Pennsylvania.  Its credit
estimate is A3.  The Fountains of Miramar Loan ($12.3 million --
0.7%) is secured by a 139,380 square foot retail-anchored property
located in Miramar, Florida.  The junior non pooled component of
the loan is a part of the collateral for the multi-loan HAF class
rake bonds.  The loan has a credit estimate of A3.  The Sturbridge
Commons Loan ($11.6 million -- 0.6%) is secured by a 360-unit
multifamily property located in Montgomery, Alabama.  Its credit
estimate is A3.

The top three performing conduit loans represent 33% of the pool
balance.  The largest loan is the One Federal Street Loan
($262.0 million -- 14.3%), which is secured by a 1.1 million
square foot office property located in Boston, Massachusetts.  The
property was 97% leased as of June 2010 compared to 67% at last
full review.  The loan is interest only for the entire term
maturing in June 2016.  Property performance has remained stable
since securitization but the property has not achieved Moody's
original projections.  Additionally, Bank of America, which leased
20% of the property's net rentable area vacated the premises prior
to its September 2010 lease expiration.  Moody's LTV and stressed
DSCR are 77% and 1.19X, respectively, compared to 67% and 1.34X at
last full review.

The second largest loan is the One New York Plaza Loan
($194.1 million -- 10.6%), which is secured by a 50% pari-passu
interest in a $388.2 million loan.  The loan is secured by a
2.4 million square foot office property located in New York City.
The property's largest tenant is Wachovia Securities (54.1% of
NRA, lease expiring December 2014, Moody's senior unsecured rating
of Aa2, negative outlook).  The property was 100% leased as of
June 2010 compared to 99% at last full review.  The loan had a 36-
month interest-only period and is now amortizing on a 300-month
schedule maturing in March 2016.  The loan has paid down 3% since
last full review.  Property performance has remained stable since
securitization but the property has not achieved Moody's original
projections.  Moody's LTV and stressed DSCR are 85% and 1.08X,
respectively, compared to 69% and 1.33X at last full review.

The third largest loan is the 215 Fremont Street Loan
($141.4 million -- 7.7% of the pool), which is secured by a
373,470 square foot office building located in San Francisco,
California.  The building is 100% leased to the Charles Schwab
Corporation (Moody's senior unsecured rating of A2 -- stable
outlook) until June 2024.  The loan is interest only for the
entire term maturing in May 2016.  Moody's LTV and stressed DSCR
are 126% and 0.73X, respectively, compared to 122% and 0.75X at
last full review.


WACHOVIA BANK: S&P Downgrades Rating on Class K Certs. to 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'CCC+
(sf)' on the class K commercial mortgage pass-through certificates
from Wachovia Bank Commercial Mortgage Trust's series 2005-WHALE
6, a U.S. commercial mortgage-backed securities transaction.

The downgrade of class K reflects S&P's analysis of the
transaction, which included a revaluation of the office building
that secures the sole remaining specially serviced floating-rate
loan in the trust.  The loan's collateral has performed below
S&P's expectations since its last review on March 10, 2009, as
well as since issuance.

The 230 Peachtree loan is secured by a 414,770-sq.-ft. class A
office building in downtown Atlanta, Ga.  The loan has a trust
balance of $18.0 million and a whole-loan balance of $28.0 million
(according to the Dec. 17, 2010 trustee remittance report).  The
office property continues to perform below S&P's expectations,
which the borrower attributes to current local market conditions.

Based on S&P's review of the borrower's operating statements for
the year-to-date Oct. 31, 2010, the year-end 2009, and its Oct.
31, 2010, rent roll, Standard & Poor's adjusted net cash flow
(NCF) has declined 25.1% from the levels S&P assessed in its last
review.  The decline in NCF primarily reflects decreases in rental
income and expense reimbursement revenues at the property.
Occupancy (per the Oct. 31, 2010, rent roll) was 71.3%, which is
slightly up from the in-place occupancy of 67.8%, and down from
S&P's stabilized occupancy of 80.0% in its last review.  S&P's
analysis also reflected a rental decline associated with three
tenants comprising 6.4% of the net rentable area that, according
to the borrower, will vacate the property upon their year-end 2010
or early 2011 lease expirations.  Using a capitalization rate of
9.0%, S&P's analysis yielded a stressed loan-to-value ratio of
96.7% on the trust balance.  The special servicer, Wells Fargo
Bank N.A., reported an in-trust debt service coverage of 1.92x for
the 12 months ended Oct. 31, 2010.  The loan is indexed to one-
month LIBOR, which was 0.253%, as reported in the Dec. 17, 2010,
trustee remittance report.

The 230 Peachtree loan was transferred to the special servicer on
May 25, 2010, due to imminent maturity default.  The loan matured
on July 9, 2010, and the borrower was not able to payoff the loan.
Wells Fargo is currently reviewing the borrower's request for a
two-year forbearance period that will give the borrower time to
increase the property's occupancy.  According to Wells Fargo, the
borrower has also indicated that as part of the workout
discussions, it plans to pay all expenses related to the transfer,
including the special servicing and liquidation fees.

                         Rating Lowered

             Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2005-WHALE 6

                             Rating
                             ------
                 Class   To               From
                 -----   --               ----
                 K       CCC+ (sf)        B- (sf)


WASHINGTON MUTUAL: Moody's Upgrades Ratings on Four 2003-C1 Certs.
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes,
affirmed ten classes and downgraded one class of Washington Mutual
Asset Securities Corp., Series 2003-C1 Mortgage Pass-Through
Certificates,:

  -- Cl. A, Affirmed at Aaa (sf); previously on March 20, 2003
     Definitive Rating Assigned Aaa (sf)

  -- Cl. X, Affirmed at Aaa (sf); previously on March 20, 2003
     Definitive Rating Assigned Aaa (sf)

  -- Cl. B, Affirmed at Aaa (sf); previously on June 28, 2005
     Upgraded to Aaa (sf)

  -- Cl. C, Affirmed at Aaa (sf); previously on June 28, 2005
     Upgraded to Aaa (sf)

  -- Cl. D, Affirmed at Aaa (sf); previously on March 8, 2007
     Upgraded to Aaa (sf)

  -- Cl. E, Affirmed at Aaa (sf); previously on March 20, 2008
     Upgraded to Aaa (sf)

  -- Cl. F, Affirmed at Aaa (sf); previously on March 20, 2008
     Upgraded to Aaa (sf)

  -- Cl. G, Upgraded to Aaa (sf); previously on March 20, 2008
     Upgraded to Aa2 (sf)

  -- Cl. H, Upgraded to Aa1 (sf); previously on March 20, 2008
     Upgraded to A1 (sf)

  -- Cl. J, Upgraded to A3 (sf); previously on March 20, 2008
     Upgraded to Baa1 (sf)

  -- Cl. K, Upgraded to Baa3 (sf); previously on March 20, 2008
     Upgraded to Ba1 (sf)

  -- Cl. L, Affirmed at Ba2 (sf); previously on March 20, 2008
     Upgraded to Ba2 (sf)

  -- Cl. M, Affirmed at B1 (sf); previously on March 20, 2003
     Definitive Rating Assigned B1 (sf)

  -- Cl. N, Affirmed at Caa1 (sf); previously on April 30, 2009
     Downgraded to Caa1 (sf)

  -- Cl. O, Downgraded to Caa2 (sf); previously on April 30, 2009
     Downgraded to Caa1 (sf)

                        Ratings Rationale

The upgrades are due to increased subordination from loan payoffs
and amortization, and the pool's overall stable performance.  The
pool has paid down by 82% since securitization and 27% since
Moody's last review.

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

The downgrade is due to higher than expected losses for the pool
from troubled loans and increased credit quality dispersion.

Moody's rating action reflects a cumulative base expected loss of
2.8% of the current pool balance.

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

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

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

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

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 19 compared to 28 at last review.

In cases where the Herf falls below 20, Moody's generally employs
the large loan/single borrower methodology.  Moody's did not
employ this methodology in the review of this deal despite the low
Herf Index due to a significant increase in credit subordination
since Moody's last review.  Moody's incorporated additional
stresses in Moody's cash flow analysis to offset the decline in
loan diversity.

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

Moody's 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 18, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 82% to
$101.5 million from $571.9 million at securitization.  The
Certificates are collateralized by 60 mortgage loans ranging in
size from less than 1% to 14% of the pool, with the top ten loans
representing 55% of the pool.

Thirteen loans, representing 31% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council 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 $372,514 loss (3.7% loss
severity on average).  Currently, there are no loans in special
servicing.  However, Moody's has assumed a high default
probability for two poorly performing loans, representing 5% of
the pool, and estimates an aggregate $986,637 loss (40% expected
loss based on a 50% probability of default) from these troubled
loans.

Moody's was provided with full year 2009 and partial year 2010
operating results for 99% and 84% of the pool, respectively.
Excluding the troubled loans, Moody's weighted average LTV is 64%,
a decrease from 74% 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 10%.  Based on Moody's analysis, 9%
of the pool has an LTV greater than 100% compared to 7% at last
review and 5% at securitization.

Excluding the troubled loans, Moody's actual and stressed DSCRs
are 1.59X and 1.87X, respectively, compared to 1.44X and 1.68X 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 loans represent 30% of the outstanding pool balance.
The largest loan is the Center Pointe Plaza Loan ($14.6 million --
14.4% of the pool), which is secured by a 252,493 square foot
power center located in Christiana -- a suburb of Wilmington,
Delaware.  As of September 2010, the center was 92% leased
compared to 100% at last review.  Major tenants include Home Depot
(44% of the net rentable area (NRA); lease expiration in January
2013); Babies 'R Us (17% of the NRA; lease expiration in January
2013) and T.J. Maxx (12% of the NRA, lease expiration in January
2013).  The loan has amortized 12% since last review and
performance has been stable.  Moody's LTV and stressed DSCR are
43% and 2.43X, respectively, compared to 51% and 2.08X at last
review.

The second largest loan is the 33 Irving Place Loan ($9.5 million
-- 9.3% of the pool), which is secured by a 166,321 square foot
class B office building located in the East Midtown South
submarket of New York City.  As of September 2010, the property
was 100% leased, the same as at last review.  The largest tenant
is Ultrasound Tech Services (36% of the NRA; lease expiration in
September 2021).  The loan has amortized 5% since last review and
performance has been stable.  Moody's LTV and stressed DSCR are
31% and 3.19X, respectively, compared to 44% and 2.27X at last
review.

The third largest loan is the Laurel Vista Apartments Loan
($6.6 million -- 6.5% of the pool), which is secured by a 62-unit
multi-family property located in Los Angeles, California.  The
property was 92% leased as of September 2010 compared to 90% at
last review.  The loan has amortized by 3% since last review.
Moody's LTV and stressed DSCR are 85% and 1.18X, respectively,
compared to 86% and 1.17X at last review.


* Moody's Upgrades Rating on DunsmuirRefunding Certs. to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has upgraded to Ba1 from Ba2 the rating
on Dunsmuir (City of) California Water Enterprise's Refunding
Certificates of Participation, Series 2000.  Moody's has assigned
the rating outlook to positive from no outlook.  The certificates
of participation are secured by a net revenue pledge of the city's
water system.

                         Rating Rationale

The upgrade reflects the rate increases approved by the city
council, which have been budgeted to increase net revenues and
restore debt coverage to levels that would be in compliance with
the bond's rate covenant.  The positive outlook reflects Moody's
expectation of near term, improved financial operations.

     Rate Increases Budgeted To Restore Debt Service Coverage

The Dunsmuir City Council recently approved three years of water
user rate increases that are projected to improve debt service
coverage levels in the near term.  Fiscal year 2011 rates will
increase 38%, followed by subsequent increases of 22% (FY 2012)
and 18% (FY 2013).  As budgeted, debt service coverage in FY 2011
would improve to 1.96 times, 2.75 times in FY 2012, and 3.80 times
in 2013.  These increases remedy the covenant violation in 2009
when debt service coverage fell below the required 1.2 times.  The
approved rate increase prevents the violation from being an event
of default.  With the rate increases the enterprise has budgeted
for net cash from operations in FY 2011 to be $213,963, and
improving to $434,000 by FY 2013.  The additional reserves have
been budgeted to provide sustainable financial flexibility for the
enterprise as it transitions to a pay-go capital improvement
strategy.

Key Statistics:

  -- City of Dunsmuir Median Family Income (as% of state and US):
     $27,420 (51.71% of CA and 54.8% of US)

  -- City of Dunsmuir Per Capita Income (as% of state and US):
     $15,982 (70.4% of CA and 74.0% of US)

  -- Operating ratio (2009): 65.4%

  -- Operating ratio (2011, estimated): 59.8%

  -- Debt ratio (2008): 24.3%

  -- Debt ratio (2011, estimated): 19.1%

  -- Annual debt service coverage, 2009: 1.08 times

  -- Annual debt service coverage, 2011 estimated: 1.96 times

  -- Maximum Annual debt service coverage (occurs 2012), using FY
     2009 net revenues: 0.98 times

  -- Maximum Annual debt service coverage(occurs 2012), using FY
     2011 estimated net revenues: 1.74 times

                What Could Change The Rating -- Up

  -- Sustained and material improvement of debt service coverage.
  -- Continued compliance with rate covenants.
  -- Long-term stable customer growth.

                What Could Change The Rating -- Down

  -- Decline of debt service coverage.
  -- Loss of customers and revenue sources.
  -- Further violations of bond covenants.

                             Outlook

The positive outlook reflects Moody's expectation of near term,
improved financial operations.


* S&P Downgrades Ratings on 16 Certs. From Four CMBS Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 16
classes of commercial mortgage pass-through certificates from four
U.S. commercial mortgage-backed securities transactions.

The downgrades reflect current and potential interest shortfalls.
S&P lowered its ratings on 10 of these classes to 'D (sf)' because
of interest shortfalls that S&P expects to continue.

Seven of the 10 classes that S&P downgraded to 'D (sf)' have had
accumulated interest shortfalls outstanding for three or more
months.  The recurring interest shortfalls for the respective
certificates are primarily due to one or more of the following
factors:

* Appraisal subordinate entitlement reduction amounts in
  effect for specially serviced loans;

* A lack of servicer advancing for loans where the servicer has
  made nonrecoverable advance declarations;

* Special servicing fees; and

* Interest rate reductions or deferrals resulting from loan
  modifications.

Standard & Poor's analysis primarily considered the ASER amounts
based on appraisal reduction amounts calculated using recent
Member of the Appraisal Institute appraisals.  S&P also considered
servicer nonrecoverable advance declarations and special servicing
fees that are likely, in S&P's view, to cause recurring interest
shortfalls.

ARAs and resulting ASER amounts are implemented in accordance with
each respective transaction's terms.  Typically, these terms call
for the automatic implementation of an ARA equal to 25% of the
stated principal balance of a loan when a loan is 60 days past due
and an appraisal or other valuation is not available within a
specified timeframe.  S&P primarily considered ASER amounts based
on ARAs calculated from MAI appraisals when deciding which classes
from the affected transactions to downgrade to 'D (sf)' because
ARAs based on a principal balance haircut are highly subject to
change, or even reversal, once the special servicer obtains the
MAI appraisals.

Servicer nonrecoverable advance declarations can prompt shortfalls
due to a lack of debt service advancing, the recovery of
previously made advances deemed nonrecoverable, or the failure to
advance trust expenses when nonrecoverable declarations have been
determined.  Trust expenses may include, but are not limited to,
property operating expenses, property taxes, insurance payments,
and legal expenses.

S&P detail the 16 downgraded classes from the four CMBS
transactions below.

                   COMM 2000-C1 Mortgage Trust

S&P lowered its ratings on the class H and J certificates from
COMM 2000-C1 Mortgage Trust due to interest shortfalls resulting
from ASER amounts related to four of the 11 loans that are
currently with the special servicer, CWCapital Asset Management
LLC, as well as interest not advanced, and special servicing fees.
S&P lowered its rating on the class G certificate because S&P
believes this class is susceptible to future interest shortfalls.
As of the Dec. 15, 2010, trustee remittance report, ARAs totaling
$9.0 million were in effect for four loans.  The total reported
ASER amount was $61,236, and the reported cumulative ASER amount
was $321,521.  Standard & Poor's considered three ASER amounts
(totaling $55,458), all of which were based on MAI appraisals, as
well as current special servicing fees, in determining its rating
actions.  The reported monthly interest shortfalls totaled
$121,975 and have affected all of the classes subordinate to and
including class H.  Classes H and J have had accumulated interest
shortfalls outstanding for three and 17 months, respectively, and
S&P expects these interest shortfalls to remain outstanding for
the foreseeable future.  Consequently, S&P lowered its ratings on
these classes to 'D (sf)'.

The collateral pool for the COMM 2000-C1 transaction consists of
14 loans with an aggregate trust balance of $79.1 million.  As
of the Dec. 15, 2010, trustee remittance report, 11 loans
($41.0 million; 51.8%) in the pool were with the special servicer.
The payment status of these loans is: four ($12.4 million, 15.7%)
are in foreclosure, two ($10.2 million, 12.9%) are nonperforming
matured balloon loans, two ($10.1 million, 12.7%) are real estate
owned, and three ($8.3 million, 10.5%) are performing matured
balloon loans.

           GE Commercial Mortgage Corp. Series 2005-C1

S&P lowered its ratings on the class H, J, and K certificates from
GE Commercial Mortgage Corp.'s series 2005-C1 due to interest
shortfalls resulting from ASER amounts related to six of the eight
loans that are currently with the special servicer, LNR Partners
LLC, as well as special servicing fees.  S&P lowered its ratings
on the class F and G certificates because S&P believes these
classes are susceptible to future interest shortfalls.  As of
the Dec. 10, 2010 trustee remittance report, ARAs totaling
$66.9 million were in effect for seven loans.  The total reported
ASER amount was $239,035, and the reported cumulative ASER amount
was $1.2 million.  Standard & Poor's considered five ASER amounts
(totaling $214,983), all of which were based on MAI appraisals, as
well as current special servicing fees, in determining its rating
actions.  The reported monthly interest shortfalls totaled
$290,662 and have affected all of the classes subordinate to and
including class H.  As of the Nov. 10, 2010 trustee remittance
report, a $1.4 million ASER recovery occurred related to the
Washington Mutual Buildings loan, which is currently with the
special servicer.  Based on S&P's discussions with the special
servicer, it is its understanding that additional ASER recoveries
are not expected to occur on this loan in the near term.  Absent
the ASER recovery, classes H, J, and K would have had accumulated
interest shortfalls outstanding between nine and 10 months.  As of
the Dec. 10, 2010 trustee remittance report, classes H, J, and K
had experienced interest shortfalls, and S&P expects these
interest shortfalls to remain outstanding for the foreseeable
future.  Consequently, S&P lowered its ratings on these classes to
'D (sf)'.

The collateral pool for the GECM 2005-C1 transaction consists of
104 loans with an aggregate trust balance of $1.3 billion.  As of
the Dec. 10, 2010 trustee remittance report, eight loans
($153.0 million; 11.8%) in the pool were with the special
servicer.  The payment status of these loans is: three
($68.6 million, 5.3%) are REO, three ($62.0 million, 4.8%) are
in foreclosure, one ($15.9 million, 1.2%) is 60 days delinquent,
and one ($6.5 million, 0.5%) is 30 days delinquent.

   JPMorgan Chase Commercial Mortgage Securities Trust 2007-C1

S&P lowered its ratings on the class H and J certificates from
JPMorgan Chase Commercial Mortgage Securities Trust 2007-C1 due to
interest shortfalls resulting from ASER amounts related to five of
the seven loans that are currently with the special servicer, LNR,
as well as special servicing fees.  An interest rate modification
on the Baywood Fairfield Inn & Suites Temple Terrace loan also
contributed to the interest shortfalls.  S&P lowered its rating on
the class G certificate because S&P believes this class is
susceptible to future interest shortfalls.  As of the Dec. 15,
2010, trustee remittance report, ARAs totaling $59.0 million
were in effect for six loans.  The total reported ASER amount
was $317,445, and the reported cumulative ASER amount was
$5.5 million.  Standard & Poor's considered five ASER amounts
(totaling $317,445), all of which were based on MAI appraisals, as
well as current special servicing fees and interest rate reduction
($30,450) from the modification of the Baywood Fairfield Inn &
Suites Temple Terrace loan, in determining its rating actions.
The reported monthly interest shortfalls totaled $389,163 and have
affected all of the classes subordinate to and including class H.
Classes H and J have had accumulated interest shortfalls
outstanding for six and 11 months, respectively, and S&P expects
these interest shortfalls to remain outstanding for the
foreseeable future.  Consequently, S&P lowered its ratings on
these classes to 'D (sf)'.

The collateral pool for the JPMC 2007-C1 transaction consists
of 60 loans with an aggregate trust balance of $1.2 billion.
As of the Dec. 15, 2010 trustee remittance report, seven
loans ($160.7 million; 13.8%) in the pool were with the
special servicer.  The payment status of these loans is: five
($144.9 million, 12.4%) are 90-plus days delinquent, one
($10.4 million, 0.9%) is current, and one ($5.4 million, 0.5%)
is less than 30 days delinqeunt.

             Morgan Stanley Capital I Trust 2006-IQ11

S&P lowered its ratings on the class H, J, and K certificates from
Morgan Stanley Capital I Trust 2006-IQ11 due to interest
shortfalls resulting from ASER amounts related to seven of the 10
loans that are currently with the special servicer, LNR, as well
as interest not advanced, and special servicing fees.  S&P lowered
its ratings on the class F and G certificates because S&P believes
these classes are susceptible to future interest shortfalls.  As
of the Dec. 15, 2010 trustee remittance report, ARAs totaling
$37.3 million were in effect for nine loans.  The total reported
ASER amount was $106,535, and the reported cumulative ASER amount
was $1.2 million.  Standard & Poor's considered seven ASER amounts
(totaling $106,535), all of which were based on MAI appraisals, as
well as current special servicing fees and interest not advanced
($73,154), in determining its rating actions.  The reported
monthly interest shortfalls totaled $232,365 and have affected all
of the classes subordinate to and including class H.  Classes H,
J, and K have had accumulated interest shortfalls outstanding
between four and 12 months, and S&P expects these interest
shortfalls to remain outstanding for the foreseeable future.
Consequently, S&P lowered its ratings on these classes to 'D
(sf)'.

The collateral pool for the MSC 2006-IQ11 transaction consists
of 227 loans with an aggregate trust balance of $1.4 billion.
As of the Dec. 15, 2010, trustee remittance report, 10 loans
($119.0 million; 8.7%) in the pool were with the special servicer.
The payment status of these loans is: one ($55.2 million, 4.0%)
is current, four ($39.9 million, 2.9%) are in foreclosure, two
($13.7 million, 1.0%) are REO, one ($5.3 million, 0.4%) is 30 days
delinquent, and two ($4.9 million, 0.4%) are 90-plus days
delinquent.

                         Rating Actions

                   COMM 2000-C1 Mortgage Trust
          Commercial mortgage pass-through certificates

                                                       Reported
          Rating                                  interest shortfalls ($)
          ------                                  -----------------------
Class  To        From       Credit enhancement     Current  Accumulated
-----  --        ----       ------------------     -------  -----------
G      CCC+ (sf) BB (sf)      27.92                      0            0
H      D (sf)    CCC+ (sf)    19.41                 26,505       44,126
J      D (sf)    CCC- (sf)    10.90                 38,440      230,132


                   GE Commercial Mortgage Corp.
   Commercial mortgage pass-through certificates series 2005-C1

                                                       Reported
          Rating                                  interest shortfalls ($)
          ------                                  -----------------------
Class  To        From       Credit enhancement     Current  Accumulated
-----  --        ----       ------------------     -------  -----------
F      B (sf)    BB (sf)       7.37                      0            0
G      CCC+ (sf) B (sf)        6.24         0            0
H      D (sf)    CCC+ (sf)     4.30                 73,676       73,676
J      D (sf)    CCC- (sf)     3.98                 16,252       16,252
K      D (sf)    CCC- (sf)     3.34                 32,500       32,500


   JPMorgan Chase Commercial Mortgage Securities Trust 2007-C1
          Commercial mortgage pass-through certificates

                                                       Reported
          Rating                                  interest shortfalls ($)
          ------                                  -----------------------
Class  To        From       Credit enhancement     Current  Accumulated
-----  --        ----       ------------------     -------  -----------
G      CCC+ (sf) B- (sf)       8.85                      0            0
H      D (sf)    CCC+ (sf)     7.59                  4,917       35,608
J      D (sf)    CCC (sf)      6.20                 87,042      799,103


             Morgan Stanley Capital I Trust 2006-IQ11
          Commercial mortgage pass-through certificates

                                                       Reported
          Rating                                  interest shortfalls ($)
          ------                                  -----------------------
Class  To        From       Credit enhancement     Current  Accumulated
-----  --        ----       ------------------     -------  -----------
G      CCC- (sf) B+ (sf)       4.01                      0            0
H      D (sf)    B- (sf)       2.98                 44,077      128,479
J      D (sf)    CCC+ (sf)     2.39                 37,262      342,763
K      D (sf)    CCC (sf)      2.09                 18,636      229,389


* S&P Downgrades Ratings on 38 Certs. From Seven CMBS Deals
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 38
classes of commercial mortgage pass-through certificates from
seven U.S. commercial mortgage-backed securities transactions.

The downgrades reflect current and potential interest shortfalls.
S&P lowered Nov. ratings on 25 of these classes to 'D (sf)'
because of interest shortfalls that S&P expects to continue.

Twenty-four of the 25 classes that S&P downgraded to 'D (sf)' have
had accumulated interest shortfalls outstanding for five or more
months.  The remaining class has had accumulated interest
shortfalls outstanding for two months.  The recurring interest
shortfalls for the respective certificates are primarily due to
one or more of these factors:

* Appraisal subordinate entitlement reduction amounts in effect
  for specially serviced loans;

* A lack of servicer advancing for loans where the servicer has
  made nonrecoverable advance declarations;

* Special servicing fees; and

* Interest rate reductions or deferrals resulting from loan
  modifications.

Standard & Poor's analysis primarily considered the ASER amounts
based on appraisal reduction amounts calculated using recent
Member of the Appraisal Institute appraisals.  S&P also considered
servicer nonrecoverable advance declarations and special servicing
fees that are likely, in S&P's view, to cause recurring interest
shortfalls.

ARAs and resulting ASER amounts are implemented in accordance with
each respective transaction's terms.  Typically, these terms call
for the automatic implementation of an ARA equal to 25% of the
stated principal balance of a loan when a loan is 60 days past due
and an appraisal or other valuation is not available within a
specified timeframe.  S&P primarily considered ASER amounts based
on ARAs calculated from MAI appraisals when deciding which classes
from the affected transactions to downgrade to 'D (sf)' because
ARAs based on a principal balance haircut are highly subject to
change, or even reversal, once the special servicer obtains the
MAI appraisals.

Servicer nonrecoverable advance declarations can prompt shortfalls
due to a lack of debt service advancing, the recovery of
previously made advances deemed nonrecoverable, or the failure to
advance trust expenses when nonrecoverable declarations have been
determined.  Trust expenses may include, but are not limited to,
property operating expenses, property taxes, insurance payments,
and legal expenses.

S&P detail the 38 downgraded classes from the seven CMBS
transactions below.

         GS Mortgage Securities Corp. II Series 2005-GG4

S&P lowered its ratings on the class G, H, J, K, L, M, N, and O
certificates from GS Mortgage Securities Corp. II's series 2005-
GG4 due to interest shortfalls resulting from ASER amounts related
to 16 of the 23 loans that are currently with the special
servicer, LNR Partners LLC, as well as interest not advanced, the
recovery of prior advance amounts, and special servicing fees.
S&P lowered its rating on the class F certificate because S&P
believes this class is susceptible to future interest shortfalls.
As of the Dec. 10, 2010, trustee remittance report, ARAs
(excluding two loans that were liquidated) totaled $166.0 million
and were in effect for 18 loans.  The total reported ASER amount
(excluding ASER recoveries resulting from the two liquidated
loans) was $599,839, and the reported cumulative ASER amount was
$4.0 million.  Standard & Poor's considered 12 ASER amounts
(totaling $552,763), all of which were based on MAI appraisals, as
well as interest not advanced ($80,925) and current special
servicing fees, in determining its rating actions.  The reported
monthly interest shortfalls totaled $872,413 and have affected all
of the classes subordinate to and including class G.  Classes H,
J, K, L, M, N, and O have had accumulated interest shortfalls
outstanding between five and 12 months, and S&P expects these
interest shortfalls to remain outstanding for the foreseeable
future.  Consequently, S&P lowered its ratings on these classes to
'D (sf)'.

The collateral pool for the GSMS 2005-GG4 transaction consists
of 174 loans with an aggregate trust balance of $3.51 billion.
As of the Dec. 10, 2010, trustee remittance report, 23 loans
($642.6 million; 18.3%) in the pool were with the special
servicer.  The payment status of these loans is: six
($176.6 million, 5.0%) are in foreclosure, nine ($170.8 million,
4.9%) are 90-plus days delinquent, three ($155.1 million, 4.4%)
are 30 days delinquent, four ($120.6 million, 3.4%) are in their
grace periods, and one ($19.5 million, 0.6%) is real estate owned.

      Wachovia Bank Commercial Mortgage Trust Series 2007-C30

S&P lowered its ratings on the class M and N certificates from
Wachovia Bank Commercial Mortgage Trust's series 2007-C30 due
to interest shortfalls resulting from ASER amounts related to
13 of the 20 loans that are currently with the special servicer,
CWCapital Asset Management LLC, including the largest loan in
the pool, the Peter Cooper Village & Stuyvesant Town loan
($1.5 billion, 19.1%), as well as special servicing fees.  An
interest rate modification on the Southern Center corrected
mortgage loan also contributed to the interest shortfalls.  As
of the Nov. 18, 2010, trustee remittance report, ARAs totaling
$403.9 million were in effect for 17 loans.  The total reported
ASER amount was $1.7 million, and the reported cumulative ASER
amount was $5.0 million.  Standard & Poor's considered nine ASER
amounts (totaling $1.6 million), all of which were based on MAI
appraisals, as well as current special servicing fees and the
interest rate reduction ($108,823) from the modification of the
Southern Center loan, in determining its rating actions.  The
reported monthly interest shortfalls totaled $2.3 million and have
affected all of the classes subordinate to and including class G.
Classes M and N have had accumulated interest shortfalls
outstanding for 11 months, and S&P expects these shortfalls to
remain outstanding for the foreseeable future.  Consequently, S&P
downgraded these classes to 'D (sf)'.

The collateral pool for the WBCMT 2007-C30 transaction consists
of 259 loans with an aggregate trust balance of $7.8 billion.
As of the Nov. 18, 2010 trustee remittance report, 20 loans
($1.9 billion; 24.2%) in the pool were with the special servicer,
including the Peter Cooper Village & Stuyvesant Town loan
($1.5 billion, 19.1%), the largest loan in the pool.  The payment
status of these loans is: five ($1.5 billion, 19.5%) are in
foreclosure, seven ($288.1 million, 3.7%) are 90-plus days
delinquent, six ($64.2 million, 0.8%) are REO, one ($13.0 million,
0.2%) is 60-plus days delinquent, and one ($5.1 million, 0.1%) is
less than 30 days delinquent.

       Credit Suisse First Boston Mortgage Securities Corp.
                        Series 2003-CPN1

S&P lowered its ratings on the class H, J, K, and L certificates
from Credit Suisse First Boston Mortgage Securities Corp.'s series
2003-CPN1 due to interest shortfalls resulting from ASER amounts
related to five of the eight loans that are currently with the
special servicer, Midland Loan Services Inc., as well as the
recovery of prior advance amounts and special servicing fees.  As
of the Nov. 18, 2010, trustee remittance report, ARAs totaling
$49.4 million were in effect for five loans.  The total reported
ASER amount was $145,466, and the reported cumulative ASER amount
was $1.3 million.  Standard & Poor's considered three ASER amounts
(totaling $127,061), all of which were based on MAI appraisals, as
well as current special servicing fees, in determining its rating
actions.  The reported monthly interest shortfalls totaled
$308,517 and have affected all of the classes subordinate to and
including class H.  Classes J, K, and L have had accumulated
interest shortfalls outstanding between two and 12 months, and S&P
expects these shortfalls to remain outstanding for the foreseeable
future.  Consequently, S&P downgraded these classes to 'D (sf)'.

The collateral pool for the CSFB 2003-CPN1 transaction consists
of 158 loans with an aggregate trust balance of $767.6 million.
As of the Nov. 18, 2010, trustee remittance report, eight loans
($130.5 million; 17.0%) in the pool were with the special
servicer.  The payment status of these loans is: three
($76.8 million, 10.0%) are 60 days delinquent, two ($43.2 million,
5.6%) are 90-plus days delinquent, and three ($10.5 million, 1.4%)
are less than 30 days delinquent.

      Credit Suisse Commercial Mortgage Trust Series 2006-C2

S&P lowered its ratings on the class B, C, D, and E certificates
from Credit Suisse Commercial Mortgage Trust Series 2006-C2 due to
interest shortfalls resulting from ASER amounts related to seven
of the 18 loans that are currently with the special servicer, C-
III Asset Management LLC, as well as interest not advanced and
special servicing fees.  S&P lowered its rating on the class A-J
certificate because S&P believes this class is susceptible to
future interest shortfalls.  As of the Nov. 18, 2010 trustee
remittance report, ARAs totaling $144.4 million were in effect for
12 loans.  The total reported ASER amount was $363,170, and the
reported cumulative ASER amount was $5.6 million.  Standard &
Poor's considered six ASER amounts (totaling $379,331), all of
which were based on MAI appraisals, as well as current special
servicing fees and interest not advanced ($345,174), in
determining its rating actions.  The reported monthly interest
shortfalls totaled $843,427 and have affected all of the classes
subordinate to and including class B.  Classes B, C, D, and E have
had accumulated interest shortfalls outstanding between five and
11 months, and S&P expects these interest shortfalls to remain
outstanding for the foreseeable future.
Consequently, S&P lowered its ratings on these classes to 'D
(sf)'.

The collateral pool for the CSCM 2006-C2 transaction consists
of 189 loans with an aggregate trust balance of $1.4 billion.
As of the Nov. 18, 2010, trustee remittance report, 18 loans
($320.8 million; 23.7%) in the pool were with the special
servicer.  The payment status of these loans is: eight
($215.7 million, 15.9%) are 90-plus days delinquent, seven
($92.0 million, 6.8%) are in foreclosure, two ($10.7 million,
0.8%) are REO, and one ($2.4 million, 0.2%) is current.

      Credit Suisse Commercial Mortgage Trust Series 2006-C5

S&P lowered its ratings on the class H and J certificates from
Credit Suisse Commercial Mortgage Trust Series 2006-C5 due to
interest shortfalls resulting from ASER amounts related to 15 of
the 26 loans that are currently with the special servicer, LNR, as
well as special servicing fees.  As of the Nov. 18, 2010 trustee
remittance report, ARAs excluding one loan that was liquidated
totaled $70.0 million and were in effect for 18 loans.  The total
reported ASER amount, excluding ASER recoveries resulting from the
liquidated loan, was $341,057, and the reported cumulative ASER
amount was $3.5 million.  Standard & Poor's considered seven ASER
amounts (totaling $200,824), all of which were based on MAI
appraisals, as well as current special servicing fees, in
determining its rating actions.  The reported monthly interest
shortfalls totaled $470,228, and accumulated interest shortfalls
are outstanding on all classes subordinate to and including class
H.  Class J has had accumulated interest shortfalls outstanding
for 13 months, and S&P expects these interest shortfalls to remain
outstanding for the foreseeable future.  Consequently, S&P
downgraded this class to 'D (sf)'.

The collateral pool for the CSCM 2006-C5 transaction consists
of 289 loans with an aggregate trust balance of $3.3 billion.
As of the Nov. 18, 2010, trustee remittance report, 26 loans
($440.9 million; 13.2%) in the pool were with the special
servicer.  The payment status of these loans is: two
($199.7 million, 6.0%) are current, four ($97.9 million, 2.9%)
are in foreclosure, 12 ($88.0 million, 2.6%) are 90-plus days
delinquent, three ($24.9 million, 0.7%) are 30 days delinquent,
three ($21.8 million, 0.7%) are less than one month delinquent,
and two ($8.6 million, 0.3%) are REO.

             LB-UBS Commercial Mortgage Trust 2000-C5

S&P lowered its ratings on the class G and H certificates from LB-
UBS Commercial Mortgage Trust 2000-C5 due to interest shortfalls
resulting from ASER amounts related to four of the 13 loans that
are currently with the special servicer, LNR, as well as interest
not advanced and special servicing fees.  S&P lowered its ratings
on the class D, E, and F certificates because S&P believes these
classes are susceptible to future interest shortfalls.  As of the
Nov. 18, 2010, trustee remittance report, ARAs totaling
$19.2 million were in effect for five loans.  The total reported
ASER amount was $112,268, and the reported cumulative ASER amount
was $1.8 million.  Standard & Poor's considered three ASER amounts
(totaling $107,781), all of which were based on MAI appraisals, as
well as interest not advanced ($46,804) and current special
servicing fees, in determining its rating actions.  The reported
monthly interest shortfalls totaled $179,470 and affected all of
the classes subordinate to and including class G.  Class H has had
accumulated interest shortfalls outstanding for 12 months, and S&P
expects these interest shortfalls to remain outstanding for the
foreseeable future.  Consequently, S&P lowered its rating on this
class to 'D (sf)'.

The collateral pool for the LBUBS 2000-C5 transaction consists
of 23 loans with an aggregate trust balance of $172.6 million.
As of the Nov. 18, 2010, trustee remittance report, 13 loans
($77.7 million; 45.0%) in the pool were with the special servicer.
The payment status of these loans is: nine ($34.6 million, 20.0%)
are nonperforming matured balloon loans, two ($31.0 million,
18.0%) are REO, one ($6.5 million, 3.7%) is 30 days delinquent,
and one ($5.6 million, 3.3%) is less than 30 days delinquent.

             LB-UBS Commercial Mortgage Trust 2008-C1

S&P lowered its ratings on the class G, H, J, K, L, M, N, P, and Q
certificates from LB-UBS Commercial Mortgage Trust 2008-C1 due to
interest shortfalls resulting from ASER amounts related to eight
of the nine loans that are currently with the special servicer,
CWCapital, as well as special servicing fees.  An interest rate
modification on the Best Western Harrisburg loan, which is with
the special servicer, also contributed to the interest shortfalls.
S&P lowered its ratings on the class E and F certificates because
S&P believes these classes are susceptible to future interest
shortfalls.  As of the Nov. 18, 2010, trustee remittance report,
ARAs totaling $56.1 million were in effect for eight loans.  The
total reported ASER amount was $301,204, and the reported
cumulative ASER amount was $2.3 million.  Standard & Poor's
considered six ASER amounts (totaling $264,424), all of which were
based on MAI appraisals, as well as current special servicing fees
and an interest rate reduction ($11,522) from the modification of
the Best Western Harrisburg loan, in determining its rating
actions.  The reported monthly interest shortfalls totaled
$336,880 and affected all of the classes subordinate to and
including class G.  Classes J, K, L, M, N, P, and Q have had
accumulated interest shortfalls outstanding between seven and 11
months, and S&P expects these interest shortfalls to remain
outstanding for the foreseeable future.  Consequently, S&P
downgraded these classes to 'D (sf)'.

The collateral pool for the LBUBS 2008-C1 transaction consists of
62 loans with an aggregate trust balance of $988.0 million.  As of
the Nov. 18, 2010, remittance report, nine loans ($106.4 million;
10.8%) in the pool were with the special servicer.  The payment
status of these loans is: seven ($91.2 million, 9.2%) are 90-plus
days delinquent, one ($10.4 million, 1.1%) is REO, and one
($4.8 million, 0.5%) is in foreclosure.

                         Rating Actions

                 GS Mortgage Securities Corp. II
  Commercial mortgage pass-through certificates series 2005-GG4

                                                        Reported
          Rating                                  interest shortfalls ($)
          ------                                  -----------------------
Class  To        From      Credit enhancement      Current   Accumulated
-----  --        ----      ------------------      -------   -----------
F      B- (sf)   BB- (sf)      6.34                       0           0
G      CCC- (sf) B+ (sf)       5.06                 152,281     231,188
H      D (sf)    B (sf)        3.92                 183,980     585,168
J      D (sf)    B (sf)        3.35                  74,382     452,670
K      D (sf)    B- (sf)       2.78                  74,382     526,402
L      D (sf)    B- (sf)       2.21                  74,382     598,688
M      D (sf)    CCC+ (sf)     1.93                  37,191     378,973
N      D (sf)    CCC (sf)      1.64                  37,191     416,733
O      D (sf)    CCC (sf)      1.36                  37,191     427,068


             Wachovia Bank Commercial Mortgage Trust
  Commercial mortgage pass-through certificates series 2007-C30

                                                        Reported
          Rating                                  interest shortfalls ($)
          ------                                  -----------------------
Class  To        From      Credit enhancement      Current   Accumulated
-----  --        ----      ------------------      -------   -----------
M      D (sf)    CCC- (sf)     1.97                  82,560     736,553
N      D (sf)    CCC- (sf)     1.59                 123,837   1,362,212


       Credit Suisse First Boston Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2003-CPN1

                                                        Reported
          Rating                                  interest shortfalls ($)
          ------                                  -----------------------
Class  To        From      Credit enhancement      Current   Accumulated
-----  --        ----      ------------------      -------   -----------
H      B+(sf)     BB- (sf)     8.54                  48,961      96,915
J      D (sf)     CCC+ (sf)    5.92                  79,669     159,339
K      D (sf)     CCC- (sf)    3.95                  59,755     252,141
L      D (sf)     CCC- (sf)    2.97                  29,878     223,066

      Credit Suisse Commercial Mortgage Trust Series 2006-C2
          Commercial mortgage pass-through certificates

                                                        Reported
          Rating                                  interest shortfalls ($)
          ------                                  -----------------------
Class  To        From      Credit enhancement      Current   Accumulated
-----  --        ----      ------------------      -------   -----------
A-J    CCC+ (sf)  B+ (sf)     13.64                       0           0
B      D (sf)     B- (sf)     11.38                  99,028     511,327
C      D (sf)     CCC (sf)    10.46                  61,355     467,868
D      D (sf)     CCC- (sf)    8.73                 113,947   1,083,391
E      D (sf)     CCC- (sf)    7.40                  87,656     947,320


     Credit Suisse Commercial Mortgage Trust Series 2006-C5
          Commercial mortgage pass-through certificates

                                                        Reported
          Rating                                  interest shortfalls ($)
          ------                                  -----------------------
Class  To        From      Credit enhancement      Current   Accumulated
-----  --        ----      ------------------      -------   -----------
H      CCC- (sf) CCC (sf)      3.08                (25,088)      74,165
J      D (sf)    CCC- (sf)     1.79                 213,145   1,663,559


            LB-UBS Commercial Mortgage Trust 2000-C5
         Commercial mortgage pass-through certificates

                                                        Reported
          Rating                                  interest shortfalls ($)
          ------                                  -----------------------
Class  To        From      Credit enhancement      Current   Accumulated
-----  --        ----      ------------------      -------   -----------
D      A+ (sf)   AA- (sf)     36.13                       0           0
E      BBB- (sf) A- (sf)      31.80                       0           0
F      B- (sf)   BBB- (sf)    24.58                       0           0
G      CCC- (sf) B+ (sf)      18.80                  11,129      11,129
H      D (sf)    CCC- (sf)     7.25                 103,376     429,749


             LB-UBS Commercial Mortgage Trust 2008-C1
          Commercial mortgage pass-through certificates

                                                        Reported
          Rating                                  interest shortfalls ($)
          ------                                  -----------------------
Class  To        From      Credit enhancement      Current   Accumulated
-----  --        ----      ------------------      -------   -----------
E      B+ (sf)   BB- (sf)      9.17                       0           0
F      B- (sf)   B+ (sf)       8.41                       0           0
G      CCC- (sf) B+ (sf)       7.26                  26,407      38,362
H      CCC- (sf) B+ (sf)       6.12                  59,706     117,812
J      D (sf)    B (sf)        4.84                  66,340     424,184
K      D (sf)    B- (sf)       3.95                  46,437     337,002
L      D (sf)    CCC (sf)      3.06                  31,158     249,262
M      D (sf)    CCC- (sf)     2.55                  17,806     166,719
N      D (sf)    CCC- (sf)     2.29                   8,903      91,114
P      D (sf)    CCC- (sf)     2.17                   4,448      48,929
Q      D (sf)    CCC- (sf)     1.91                   8,903      97,936


* S&P Downgrades Ratings on 463 Certs. From 274 RMBS to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
on 463 classes of mortgage pass-through certificates from 274 U.S.
residential mortgage-backed securities transactions issued between
2002 and 2009.

Approximately 80.99% of the defaulted classes were from
transactions backed by Alternative-A or subprime mortgage loan
collateral.  The 463 defaulted classes consisted of these:

* 306 classes from Alt-A transactions (66.09% of all defaults);

* 69 from subprime transactions (14.90%);

* 67 from prime jumbo transactions (14.47%);

* Six from reperforming transactions;

* Four from resecuritized real estate mortgage investment conduit
  (re-REMIC) transactions;

* Three from risk-transfer transactions;

* Three from a closed-end second-lien transaction;

* Two from outside-the-guidelines transactions;

* One from a RMBS first-lien high loan-to-value transaction;

* One from an RMBS home equity line of credit transaction; and

* One from an RMBS document-deficient transaction.

The 463 downgrades to 'D (sf)' reflect S&P's assessment of
principal write-downs on the affected classes during recent
remittance periods.  Two of the downgraded classes are bond-
insured by Ambac Assurance Corp. and two are insured by Financial
Guaranty Insurance Co. (Both insurers are currently not rated).

All of the classes were rated 'CC (sf)' or 'CCC (sf)' before the
downgrades.

Standard & Poor's will continue to monitor its ratings on
securities that experience principal write-downs, and S&P will
adjust the ratings as S&P considers appropriate in accordance with
its criteria.


* S&P Downgrades Ratings on 26 Tranches From 19 CDO Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 26
tranches from 19 U.S. cash flow collateralized debt obligation
transactions and removed three of them from CreditWatch with
negative implications.  S&P also affirmed its ratings on 100 other
tranches from 25 transactions and removed one of them from
CreditWatch with negative implications.

The 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.  S&P also withdrew its rating
on one tranche following the complete paydown of the notes on its
most recent payment date.

The 26 downgraded U.S. cash flow tranches have a total issuance
amount of $5.464 billion.  Thirteen of the 19 affected
transactions 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, two 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, two are CDO retranchings, one is a CDO of CDO, and one
is a CDO of commercial mortgage-backed securities.

The affirmations reflect current credit support levels that S&P
believes are sufficient to maintain the current rating.

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

                        Rating Withdrawn

                        Sandstone CDO Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         B                   NR                  A (sf)

                          Rating Actions

                        Acacia CDO 12 Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1                 CC (sf)             CCC (sf)

                        C-Bass CBO VI Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A                   AA (sf)             AAA (sf)

                       C-Bass CBO VIII Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-2                 BB+ (sf)            A- (sf)

                        C-BASS CBO IX Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1                 BB+ (sf)            A (sf)
         A-2                 B+ (sf)             BB+ (sf)
         B                   CCC- (sf)           CCC (sf)

                        C-Bass CBO X Ltd.


                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A                   B+ (sf)             BB+ (sf)
         B                   CCC- (sf)           CCC (sf)

                       Collybus CDO I Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-2                 CC (sf)             CCC (sf)

                    Dutch Hill Funding I Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1A                CC (sf)             CCC (sf)

                      Fulton Street CDO Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1B                CC (sf)             CCC- (sf)

                 Gloucester Street ABS CDO I Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1                 CC (sf)             CCC (sf)

                HSPI Diversified CDO Fund II Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1                 D (sf)              CC (sf)
         S                   CC (sf)             CCC (sf)

               Hudson Mezzanine Funding 2006-2 Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         S                   D (sf)              CCC- (sf)

                   Inman Square Funding II Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         I                   CC (sf)             CCC- (sf)

                     Longport Funding II Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A1S                 CC (sf)             CCC- (sf)

                    Mid Ocean CBO 2000-1 Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1L                CC (sf)             CCC- (sf)

                  New World Funding 2008-1 Ltd.

                                Rating
                                ------
    Class               To                  From
    -----               --                  ----
    A-1S                BB+ (sf)            AA (sf)/Watch Neg

                       Rockville CDO I Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A-1                 CC (sf)             CCC (sf)

                      Slate CDO 2007-1 Ltd.

                               Rating
                               ------
   Class               To                  From
   -----               --                  ----
   A1SA                D (sf)              CCC (sf)/Watch Neg
   A1SB                D (sf)              CCC (sf)/Watch Neg

                   Structured Investments Corp.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         A                   BB+ (sf)            BBB (sf)
         B                   CCC+ (sf)           B- (sf)

        Synthetic Residential Asset Hybrid CDO 2004-10 Ltd.

                                     Rating
                                     ------
         Class               To                  From
         -----               --                  ----
         B                   D (sf)              CC (sf)
         C                   D (sf)              CC (sf)

          Rating Affirmed And Removed From Creditwatch

      Restructured Asset Certificates with Enhanced Returns
                  Series 2007-2-E Certificates

                                Rating
                                ------
    Class               To                  From
    -----               --                  ----
    2006-2-E            B+ (sf)             B+ (sf)/Watch Neg


                        Ratings Affirmed

                        Acacia CDO 12 Ltd.

                   Class               Rating
                   -----               ------
                   A-2                 CC (sf)
                   B                   CC (sf)
                   C                   CC (sf)
                   D                   CC (sf)

                   Blue Heron Funding VI Ltd.

                   Class               Rating
                   -----               ------
                   Certificat          AAA (sf)

                        C-Bass CBO IV Ltd.

                   Class               Rating
                   -----               ------
                   B-1                 BB+ (sf)
                   B-2                 BB+ (sf)
                   C                   B+ (sf)
                   D-1                 CC (sf)
                   D-2                 CC (sf)
                   E                   CC (sf)

                        C-Bass CBO V Ltd.

                   Class               Rating
                   -----               ------
                   B                   AA (sf)
                   C                   A+ (sf)
                   D-1                 BB (sf)
                   D-2                 BB (sf)

                        C-Bass CBO VI Ltd.

                  Class               Rating
                  -----               ------
                  B                   BB+ (sf)
                  C                   BB- (sf)
                  D                   CCC- (sf)
                  E                   CC (sf)

                        C-Bass CBO VII Ltd.

                  Class               Rating
                  -----               ------
                  A                   AAA (sf)
                  B                   AA (sf)
                  C                   A- (sf)
                  D                   B (sf)

                       C-Bass CBO VIII Ltd.

                  Class               Rating
                  -----               ------
                  A-1                 AA (sf)
                  B                   BB- (sf)
                  C                   CCC- (sf)
                  D-1                 CC (sf)
                  D-2                 CC (sf)

                        C-BASS CBO IX Ltd.

                   Class               Rating
                   -----               ------
                   C                   CC (sf)
                   D                   CC (sf)

                        C-Bass CBO X Ltd.

                   Class               Rating
                   -----               ------
                   C                   CC (sf)

                      CBO Holdings III Ltd.

                   Class               Rating
                   -----               ------
                   A                   BB (sf)

         CDO Repackaging Trust Securities, Series 2006-A

                   Class               Rating
                   -----               ------
                   1 Units             B (sf)

                       Collybus CDO I Ltd.

                   Class               Rating
                   -----               ------
                   A-3                 CC (sf)
                   B                   CC (sf)
                   C                   CC (sf)
                   D                   CC (sf)

                     Dutch Hill Funding I Ltd.

                   Class               Rating
                   -----               ------
                   A-1B                D (sf)
                   A-2L                D (sf)
                   A-2X                D (sf)
                   B                   D (sf)
                   C                   CC (sf)
                   D-1L                CC (sf)
                   D-1X                CC (sf)
                   D-2                 CC (sf)
                   E                   CC (sf)

                      Fulton Street CDO Ltd.

                   Class               Rating
                   -----               ------
                   A-1A                BB+ (sf)
                   A-2                 D (sf)
                   B-1                 CC (sf)
                   B-2                 CC (sf)
                   C                   CC (sf)

                 Gloucester Street ABS CDO I Ltd.

                   Class               Rating
                   -----               ------
                   A-2                 CC (sf)
                   B                   CC (sf)
                   C                   CC (sf)
                   D                   CC (sf)

                 HSPI Diversified CDO Fund II Ltd.

                   Class               Rating
                   -----               ------
                   A-2                 D (sf)
                   A-3                 D (sf)
                   A-4                 D (sf)
                   B-1                 CC (sf)
                   C                   CC (sf)
                   Comp Oblig          CC (sf)
                   D                   CC (sf)

              Hudson Mezzanine Funding 2006-2 Ltd.

                   Class               Rating
                   -----               ------
                   A-1                 D (sf)
                   A-2                 D (sf)
                   B                   D (sf)
                   C                   CC (sf)
                   D                   CC (sf)
                   E                   CC (sf)

                   Inman Square Funding II Ltd.

                   Class               Rating
                   -----               ------
                   II                  CC (sf)
                   III-Fltg            CC (sf)
                   III-Fxd             CC (sf)
                   IV                  CC (sf)
                   V                   CC (sf)

                    Longport Funding II Ltd.

                   Class               Rating
                   -----               ------
                   A1J                 CC (sf)
                   A2                  CC (sf)
                   A3                  CC (sf)
                   B                   CC (sf)
                   Combo Sec           CC (sf)
                   Income Nts          CC (sf)

                    Mid Ocean CBO 2001-1 Ltd.

                   Class               Rating
                   -----               ------
                   A-1                 CC (sf)
                   A-1L                CC (sf)
                   A-2L                CC (sf)
                   B-1L                CC (sf)

                       Rockville CDO I Ltd.

                   Class               Rating
                   -----               ------
                   A-2                 D (sf)
                   A-3                 D (sf)
                   B                   D (sf)
                   C                   D (sf)
                   D                   CC (sf)
                   E                   CC (sf)

                        Sandstone CDO Ltd.

                   Class               Rating
                   -----               ------
                   C                   BB (sf)
                   D                   CC (sf)

                      Slate CDO 2007-1 Ltd.

                   Class               Rating
                   -----               ------
                   A1J                 D (sf)
                   A2                  D (sf)
                   A3                  CC (sf)
                   B1                  CC (sf)
                   B2                  CC (sf)
                   B3                  CC (sf)
                   C                   CC (sf)

        Synthetic Residential Asset Hybrid CDO 2004-10 Ltd.

                   Class               Rating
                   -----               ------
                   D                   D (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
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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
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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.
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