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

             Sunday, January 30, 2011, Vol. 15, No. 29

                            Headlines

ABACUS 2004-2: Full Principal Loss Cues S&P to Lower Notes Ratings
ABCLO 2007-1: Moody's Lifts Rating on $11.75 Mil. Notes to Caa3
ARCHIMEDES FUNDING: S&P Withdraws Ratings on Four Classes of Notes
ACA CRE: Interest Shortfalls Cue Fitch to Affirm Junk Ratings
ADDISON CDO: Fitch Affirms 'Csf' Ratings to Two Classes of Notes

AMERICAN AIRLINES: Moody's Puts 'B1' Rating on Sr. Secured Trust
AMERICAN AIRLINES: S&P Puts 'BB+' Rating on Series 2011-1 Certs.
AMERICAN GENERAL: S&P Raises Rating on $100MM Certs. From 'B'
AMERICAN GENERAL: S&P Raises Ratings on Certificates From 'B'
AMERICREDIT AUTO: Moody's Puts (P)Ba2 Rating on Class E Notes

AMERICREDIT AUTO: S&P Assigns Ratings on $780 Million Auto Notes
ARES XVI: S&P Assigns Preliminary Ratings on $356MM Floating Notes
BAKER STREET: Moody's Lifts Rating on $12 Million Notes to Caa3
BEAR STEARNS: S&P Corrects Certs.' Ratings to 'AA+' From 'CCC'
BIRMINGHAM: Moody's Reviews B1 Rating on Debt for Likely Downgrade

CANADA MORTGAGE: DBRS Confirms 'BB' Rating on Class E Certificates
CANADA MORTGAGE: DBRS Confirms 'BB' Rating on Class F Certificates
CENTERLINE 2007: S&P Lowers Class O Certs Rating to 'D' From 'CC'
CENTERLINE 2007: S&P Lowers Rating on CRE CDO Transaction Classes
CITY OF PONTIAC: Fitch Lowers Rating on $37 Mil. Bonds to 'CCC'

CITY OF PONTIAC: Fitch Lowers Rating on Two Revenue Bonds to 'B-'
COLORADO SPRINGS: S& Affirms 'B' Rating on Revenue Refunding Bonds
DUANE STREET: Moody's Lifts Rating on $7 Mil. Class Notes to Caa3
DUANE STREET: Moody's Upgrades Rating on $14 Mil. Notes to 'Caa3'
FIRST INVESTORS: DBRS Assigns 'BB' Rating on Class E Notes

FIRST INVESTORS: S&P Assigns Preliminary Ratings on $150MM Notes
FORTRESS ABS: Complete Notes Paydown Cues S&P to Withdraw Ratings
GALENA CDO: S&P Withdraws 'CCC-' Rating on Class A-2U10 Notes
GLOUCESTER SPC: Credit Quality Slump Cues S&P to Lower Note Rating
GSAA HOME: Moody's Cuts Ratings on Seven Tranches

HEWETT'S CLO II: Moody's Raises Rating on Two Class Notes to Caa3
HEWETT'S CLO III: Moody's Ups Rating on Class D Notes to 'Caa3'
INDUSTRIAL DEVELOPMENT: S&P Puts BB+ Rating on $10MM Revenue Bonds
INDYMAC INDX: Moody's Cuts Ratings on 2 Tranches to 'C'
JPMORGAN CHASE: S&P Lowers Ratings on 2 Classes of Certificates

KATONAH III: S&P Raises Rating on Classes of CDO Transactions
KEYSTONE OWNER: Moody's Downgrades Rating on Four Tranches to 'C'
LATITUDE CLO: Moody's Raises Rating on $9.5 Mil. Notes to Caa3
LB-UBS COMMERCIAL: S&P Lowers Class S Certs. to 'D' From 'CCC-'
LEAF CAPITAL: DBRS Assigns 'BB' Rating on Class E-1 Notes

MACH ONE: Fitch Affirms 'Csf' Rating on Three Class Certificates
MAMMOTH LAKES: S&P Affirms 'BB' Rating on COPs, Outlook Developing
MARIA PHARMA: Sizable Debt Burden Cues Fitch to Hold BB+ Ratings
MERRILL LYNCH: S&P Lowers Rating on Class K Certificates to 'D'
MERRILL LYNCH: Unemployment Condition Cues Moody's to Junk Ratings

MORGAN STANLEY: Fitch Lowers Ratings on 15 Classes of Certificates
MORGAN STANLEY: S&P Lowers Rating on CMBS Transaction to 'D'
MORGAN STANLEY: S&P Lowers Ratings on 14 CMBS Pass-Through Certs.
MULTI SECURITY: S&P Lowers Ratings on Six CMBS Pass-Through Certs.
NOB HILL: Improved Credit Quality Cues Moody's to Upgrade Ratings

PACIFICA CDO: Moody's Upgrades Rating on $19 Mil. Notes to 'Caa3'
PPLUS TRUST: S&P Raises $25MM Class A & B Certs Ratings to 'BB+'
PPM GRAYHAWK: Moody's Upgrades Rating on Six Class Notes
RIVERSOURCE INVESTMENTS: S&P Removes 3 Ratings From CreditWatch
(SATURNS) LTD: S&P Raises Rating on $25MM Callable Units to 'BB+'

SATURNS TRUST: S&P Raises Rating on $39.332 Class Units From 'B'
STARTS (CAYMAN): S&P Lowers Ratings on Note Classes to 'D'
STEERS THAYER: S&P Withdraws Ratings on Synthetic CDO Transactions

* S&P Lowers Ratings on 415 Classes of Certificates From 279 RMBS
* S&P Places Tranches Ratings of CDO Transactions on CreditWatch

                            *********

ABACUS 2004-2: Full Principal Loss Cues S&P to Lower Notes Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A and class B notes issued by ABACUS 2004-2 Ltd., a
synthetic collateralized debt obligation (CDO) transaction.  S&P
lowered the class A notes to 'D (sf)' from 'CCC- (sf)' and lowered
the class B notes to 'D (sf)' from 'CC (sf)'.

The rating action follows credit events in the underlying
portfolio that have resulted in the class A and B notes incurring
a full principal loss.

Ratings Lowered

ABACUS 2004-2 Ltd.

                 Rating
Class         To      From
A             D (sf)  CCC- (sf)
B             D (sf)  CC (sf)


ABCLO 2007-1: Moody's Lifts Rating on $11.75 Mil. Notes to Caa3
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of these notes
issued by ABCLO 2007-1, Ltd.:

  -- US$26,500,000 Class A-1b Floating Rate Notes Due 2021,
     Upgraded to A2 (sf); previously on October 15, 2009
     Downgraded to A3 (sf);

  -- US$9,000,000 Class A-2 Floating Rate Notes Due 2021,
     Upgraded to Baa1 (sf); previously on October 15, 2009
     Downgraded to Baa2 (sf);

  -- US$18,250,000 Class B Deferrable Floating Rate Notes Due
     2021, Upgraded to Ba1 (sf); previously on October 15, 2009
     Downgraded to Ba2 (sf);

  -- US$12,500,000 Class C Deferrable Floating Rate Notes Due
     2021, Upgraded to B3 (sf); previously on November 23, 2010
     Caa2 (sf) Placed Under Review for Possible Upgrade;

  -- US$11,750,000 Class D Deferrable Floating Rate Notes Due
     2021, Upgraded to Caa3 (sf); previously on November 23, 2010
     Ca (sf) Placed Under Review for Possible Upgrade.

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 transaction's
overcollateralization ratios since the rating action in October
2009.

The deal has benefited from improvement in the credit quality of
the underlying portfolio since the rating action in October 2009.
Based on the December 2010 trustee report, the weighted average
rating factor is 2479 compared to 2680 in September 2009, and
securities rated Caa1 and below make up approximately 2.16% of the
underlying portfolio versus 6.58% in September 2009.  Moody's
adjusted WARF has declined since the rating action in October 2010
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
$1.4 million from approximately $22.1 million in September 2009.

Moody's also notes that the overcollateralization ratios of the
rated notes have improved.  As of the latest trustee report dated
December 6, 2010, the Class A, Class B, Class C, and Class D
overcollateralization ratios are reported at 119.16%, 111.73%,
107.16%, and 103.19%, respectively, versus September 2009 levels
of 115.27%, 108.13%, 103.72%, and 99.82%, respectively.

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 balance of $324 million, defaulted par of $4.4 million, a
weighted average default probability of 25.9%, a weighted average
recovery rate upon default of 43.38%, 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.

ABCLO 2007-1, Ltd., issued on October 24, 2007, 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.

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

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.


ARCHIMEDES FUNDING: S&P Withdraws Ratings on Four Classes of Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on four
classes of notes from four collateralized loan obligation (CLO)
transactions, Archimedes Funding IV (Cayman) Ltd., Avenue CLO II
Ltd., Capitalsource Commercial Loan Trust 2006-1, and Gallatin
CLO II 2005-1 Ltd.

The rating actions follow the complete paydown of the notes on
their most recent payment dates.  The class A-1 notes from
Archimedes Funding IV (Cayman) Ltd. were paid down on Nov. 26,
2010.  The class X notes from Avenue CLO II Ltd. were paid down on
Nov. 1, 2010.  The class B notes from Capitalsource Commercial
Loan Trust 2006-1 were paid down on Dec. 20, 2010.  The class X
notes from Gallatin CLO II 2005-1 Ltd. were paid down on Nov. 16,
2010.

Ratings Withdrawn

Archimedes Funding IV (Cayman) Ltd.
            Rating
Class     To     From
A-1       NR     AAA (sf)

Avenue CLO II Ltd.
             Rating
Class     To     From
X         NR     AAA (sf)

Capitalsource Commercial Loan Trust 2006-1
             Rating
Class     To     From
B         NR     BB+ (sf)

Gallatin CLO II 2005-1 Ltd.
            Rating
Class     To     From
X         NR     AAA (sf)


ACA CRE: Interest Shortfalls Cue Fitch to Affirm Junk Ratings
-------------------------------------------------------------
Fitch Ratings downgraded one and affirmed 16 classes issued
by ACAS CRE CDO 2007-1 as a result of continued negative credit
migration and increased interest shortfalls on the underlying
collateral.

Since Fitch's last rating action in March 2010, approximately
42.3% of the portfolio has been downgraded.  Currently, the entire
portfolio has a Fitch derived rating below investment grade and
96.8% has a rating in the 'CCC' rating category or lower.  As of
the Dec. 31, 2010 trustee report, 93.8% of the portfolio is
experiencing interest shortfalls.

Since the May 2010 payment date, there have been insufficient
proceeds to pay the full swap counterparty payment.  As a result,
the class A through D notes have not been receiving their timely
interest distributions, and therefore the class A notes have been
downgraded to 'Dsf' and classes B through D have been affirmed at
'Dsf'.  For the remaining classes, Fitch compared the respective
credit enhancement levels to the amount of distressed assets.
Given the high probability of default of the underlying assets and
the expected limited recovery prospects upon default, classes E
through N have been affirmed at 'Csf', indicating default is
inevitable.

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

ACAS CRE CDO 2007-1 is a commercial real estate collateralized
debt obligation that is backed by commercial mortgage-backed
securities B-pieces and closed on July 24, 2007.  The portfolio is
composed of 120 assets from 22 obligors from the 2005 through 2007
vintages.

Fitch has downgraded and affirmed the following classes as
indicated:

  * $181,411,874 class A downgraded to 'Dsf' from 'Csf';
  * $86,330,000 class B affirmed at 'Dsf';
  * $41,000,000 class C-FL affirmed at 'Dsf';
  * $11,850,000 class C-FX affirmed at 'Dsf';
  * $25,250,000 class D affirmed at 'Dsf';
  * $24,476,184 class E-FL affirmed at 'Csf';
  * $25,764,585 class E-FX affirmed at 'Csf';
  * $33,275,899 class F-FL affirmed at 'Csf';
  * $35,293,110 class F-FX affirmed at 'Csf';
  * $23,581,714 class G-FL affirmed at 'Csf';
  * $30,059,864 class G-FX affirmed at 'Csf';
  * $68,739,707 class H affirmed at 'Csf';
  * $43,744,417 class J affirmed at 'Csf';
  * $45,007,374 class K affirmed at 'Csf';
  * $67,056,329 class L affirmed at 'Csf';
  * $37,956,209 class M affirmed at 'Csf';
  * $6,474,326 class N affirmed at 'Csf'.








ADDISON CDO: Fitch Affirms 'Csf' Ratings to Two Classes of Notes
----------------------------------------------------------------
Fitch Ratings has upgraded three and affirmed two classes of notes
issued by Addison CDO Ltd./Corp.  Fitch has also marked one
combination note as paid-in-full and affirmed another combination
note.  Finally, Rating Outlooks, Loss Severity Ratings, and
Recovery Ratings (RR) have been revised or maintained as follows:

   * $3,078,699 class IVa notes upgraded to 'Asf/LS2' from
     'BBB+sf/LS2'; Outlook Stable;

   * $4,198,226 class IVb notes upgraded to 'Asf'/LS2' from
     'BBB+sf/LS2'; Outlook Stable;

   * $1,400,792 class Va notes affirmed at 'Csf'; to 'RR2' from
     'RR3';

   * $5,961,385 class Vb notes affirmed at 'Csf'; to 'RR3' from
     'RR4';

   * $11,208,726 class VIb participation notes upgraded to 'BBBsf'
     from 'Bsf', Outlook to Stable from Negative.

Fitch has taken the following actions on the combination notes of
Addison CDO:

  * $3,217,192 class A combination notes rated 'AAsf' are PIF;
  * $6,439,054 class C combination notes affirmed at 'Csf'.

The upgrades of the class IVa and IVb notes are the result of the
continued amortization of these notes and the strong performance
of the underlying portfolio since Fitch's last rating action in
March 2010.  Over this period, the underlying loan portfolio has
experienced a relatively high degree of prepayments, while no
additional defaults have occurred. Portfolio concentration has
consequently increased, as just ten obligors remain.

Since Fitch's last rating action the class IV notes have received
over $25.2 million in principal payments, representing
approximately 64.7% of their combined initial principal balance.
Currently, just $7.3 million of these notes remain outstanding,
compared to a performing portfolio balance of almost $17 million,
and approximately $900,000 of principal cash as of the Nov. 30,
2010 trustee report.  The significant collateral coverage
available to the class IV notes is exemplified by the reported
class III/IV overcollateralization ratio of 245.6%.

The class Va and Vb notes are paid principal and interest pro
rata with a $6 million notional amount of the class VIb notes,
effectively increasing the amount of collateral coverage needed to
pay principal on the class V notes.  Due to insufficient
collateral coverage for these notes, as demonstrated by the class
V/VI OC test ratio of 82.9%, Fitch believes that the class V notes
will suffer a principal shortfall at maturity.  However, the
strong performance of the portfolio since Fitch's last rating
action has improved the recovery expectations for each of the
class V notes, and Fitch has consequently revised each of these
recovery ratings upward.

The class VIb participation notes are rated to the ultimate
receipt of their initial $10 million principal balance and an
internal rate of return on the original investment of 4%.  Fitch
calculates the total payments received by the class VIb notes to
date at $9.3 million.  In Fitch's estimation, the IRR requirement
would be satisfied if the class VIb notes receive one lump sum
payment of either $2.82 million at the May 2011 payment date, or
approximately $3 million on the final maturity date in November
2012.  Although the class VIb notes have not received any payments
since May 2009, the significant amortization of the class IV notes
and the remaining degree of collateral coverage have improved the
prospects of these notes receiving sufficient future proceeds to
meet their rating requirement.  Even under relatively punitive
default scenarios, Fitch believes the likelihood of these notes
achieving an ultimate 4% IRR by the final maturity in November
2012 has improved.

The class A combination notes were rated to the ultimate receipt
of their $5 million initial balance along with an IRR of at least
4%.  These combination notes receive a portion of all proceeds
allocated to the class IVa, Va, and subordinate notes.  Fitch
calculates that the combined interest and principal payments to
these notes have totaled over $6.7 million to date, indicating
that the receipt of the initial principal balance has been
achieved.  Fitch also calculates that, regardless of the amount or
timing of future proceeds received by the class A combination
notes, the 4% minimum IRR will have also been achieved.
Consequently, Fitch considers the class A notes to be paid in
full, as they have satisfied their rating requirement.

The class C combination notes receive 25.3% of proceeds to the
class III notes, 53.3% of proceeds to the class IVb notes, and
18.7% of proceeds to the subordinate notes.  The class C
combination notes are rated to the ultimate receipt of their
initial $20 million principal balance and an IRR of 8.26%, and to
date have received over $26.3 million in total proceeds.  Although
the class C combination notes have received total payments in
excess of their initial principal balance, Fitch projects that
they would require a lump sum payment of almost $11 million at the
final maturity date in order to achieve an 8.26% IRR on their
rated balance.  The notes will not receive enough future proceeds
to satisfy the IRR requirement, and have therefore been affirmed
at 'Csf'.

The class IV notes have been assigned Loss Severity ratings.  The
LS ratings indicate each tranche's potential loss severity given
default, as evidenced by the ratio of tranche size to the base-
case loss expectation for the collateral, as explained in Fitch's
'Criteria for Structured Finance Loss Severity Ratings'.  The LS
rating should always be considered in conjunction with the notes'
long-term credit rating.

The class Va and class Vb notes were assigned Recovery Ratings in
this rating review based on the total discounted future cash flows
projected to be available to these bonds in a base-case default
scenario.  These projections have improved since Fitch's last
rating action due to the strong performance of the underlying
portfolio, and now indicate cash flows representative of an 'RR2'
and 'RR3' for the class Va and Vb notes, respectively, on Fitch's
Recovery Rating scale.  Recovery Ratings are designed to provide a
forward-looking estimate of recoveries on currently distressed or
defaulted structured finance securities rated 'CCCsf' or below.
For further detail on Recovery Ratings, please see Fitch's reports
'Global Surveillance Criteria for Corporate CDOs' and 'Criteria
for Structured Finance Recovery Ratings'.

Addison is a cash flow collateralized debt obligation that closed
on Oct. 19, 2000, and is managed by Pacific Investment Management
Company LLC.  Addison exited its reinvestment period in 2005 and
currently has a portfolio consisting of 87.2% senior secured loans
and 12.8% senior unsecured bonds from ten remaining obligors, all
of which are performing.


AMERICAN AIRLINES: Moody's Puts 'B1' Rating on Sr. Secured Trust
----------------------------------------------------------------
Moody's Investors Service assigned Baa3 and B1 ratings, to
American Airlines, Inc.'s Class A and Class B Pass Through
Certificates, Series 2011-1, respectively, of the 2011-1 Pass
Through Trusts.

The Class A and Class B Equipment Notes issued by American and
acquired with the proceeds of the Certificates will be the primary
assets of the respective Pass Through Trusts.  The Certificates'
proceeds will refinance 27 aircraft, thirteen and four of which
are presently financed by American's 2001-1 or 2001-2 Enhanced
Equipment Trust Certificates, respectively; ten aircraft serve as
collateral for various third-party financing agreements.  The
remaining proceeds will finance three aircraft that are presently
unencumbered. The payment obligations of American under the Notes
will be fully and unconditionally guaranteed by AMR Corporation.

Assignments:

Issuer: American Airlines, Inc.

   * Senior Secured Enhanced Equipment Trust, Class A, Assigned
     Baa3

   * Senior Secured Enhanced Equipment Trust, Class B, Assigned B1

The ratings of the Certificates consider the credit quality of
American as obligor under the Notes, Moody's opinion of the
collateral protection of the Notes, the credit support provided
by the liquidity facilities, the cross-subordination provisions
of the inter-creditor agreement and certain structural
characteristics of the Notes such as the cross-collateralization
and cross-default provisions and the applicability of Section 1110
of Title 11 of the United States Code.  The assigned ratings
reflect Moody's opinion of the ability of the Pass-Through
Trustees to make timely payment of interest and the ultimate
payment of principal at a date no later than July 31, 2022 for the
Class A Certificates and July 31, 2019 for the Class B
Certificates, each the final maturity dates.

Four aircraft types having vintages between 1999 and 2001 comprise
the collateral, 30 aircraft in all; i) three 1999, five 2000 and
seven 2001 vintage B737-800's; (ii) two 1999 and four 2001 vintage
B757-200's; (iii) two 1999 vintage B767-300ER's; (iv) and three
1999 and four 2000 vintage B777-200ER's.  The relatively large
number of aircraft in this financing, the mix between narrow- and
wide-body aircraft including the B737-800 and B777-200ER models
that are and will remain the core aircraft types in American's
fleet and the cross-default and cross-collateralization of the
underlying equipment notes support the assigned ratings.  The
initial over-collateralization on the A-tranche of just about 50%
that this financing contemplates should support a full recovery on
the A-tranche as well as significantly contribute to recovery on
the B tranche under a bankruptcy scenario, notwithstanding that
the B777-200ERs are the older aircraft of this type in American's
fleet.  The cross-collateralization of the equipment notes should
enhance the recovery for investors in the event American was to
dis-affirm its obligations under the equipment notes under a
bankruptcy filing by it and pursuant to the provisions of the
Code.

Any combination of future changes in the underlying credit quality
or ratings of American, unexpected material changes in the value
of the aircraft pledged as collateral, and changes in the status
or terms of the liquidity facilities or the credit quality of the
liquidity provider could cause Moody's' to change its ratings of
the Certificates.

The last rating action was on November 2, 2009, when Moody's
assigned a B1 rating to the $276 million of 13% secured notes of
American Airlines.

The principal methodologies used in this rating were Enhanced
Equipment Trust and Equipment Trust Certificates published in
December 2010, Global Passenger Airlines published in March 2009,
and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

American Airlines, Inc., and its parent AMR Corporation are based
in Fort Worth, Texas.


AMERICAN AIRLINES: S&P Puts 'BB+' Rating on Series 2011-1 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'A-'
rating to American Airlines Inc.'s (American) series 2011-1 Class
A pass-through certificates with an expected maturity of Jan. 31,
2021, and its preliminary 'BB+' rating to the series 2011-1 Class
B pass-through certificates with an expected maturity of Jan. 31,
2018.  The final legal maturities will be 18 months after
the expected maturity.  The issue is a drawdown under a Rule 415
shelf registration.  S&P will decide assign final ratings upon the
conclusion of a legal review of the documentation.

The preliminary 'A-' and 'BB+' ratings are based on American's
credit quality, substantial collateral coverage by a combination
of very desirable and somewhat-less-liquid aircraft, and on legal
and structural protections available to the pass-through
certificates.  The Company will use proceeds of the offering to
refinance aircraft American already owns: 15 Boeing B737-800s
(nine of which were previously collateral for earlier pass-through
certificates, three of which were previously collateral for
third-party financings, and three of which were previously
unencumbered), six B757-200s (four of which were previously
collateral for earlier pass-through certificates and two of which
were previously collateral for third-party financings), two B767-
200ERs (previously collateral for third-party financings), and
seven B777-200ERs (four of which were previously collateral for
earlier pass-through certificates and three of which were
previously collateral for third-party financings).  Each
aircraft's secured notes are cross-collateralized and cross-
defaulted -- a provision S&P believe increases the likelihood that
American 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 (EETC) and benefit from legal protections
afforded under Section 1110 of the federal bankruptcy code and by
a liquidity facility provided by Natixis S.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 American in a bankruptcy with
regard to certificates.

The preliminary rating applies to a unit consisting of
certificates representing the trust property and escrow receipts,
initially representing interests in deposits (the proceeds of the
offerings).  The escrow deposits are held by a depositary bank,
The Bank of New York Mellon, pending delivery of the aircraft that
American will refinance with proceeds from the certificates
(13 of which currently secure American's 2001-1 EETCs and four of
which currently secure American's 2001-2 EETCs).  Amounts
deposited under the escrow agreements are not the property of
American and are not entitled to the benefits of Section 1110 of
the U.S. Bankruptcy Code, and any default arising under an
indenture solely by reason of the cross-default in the indenture
may not be of a type required to be cured under Section 1110.  Any
cash collateral held as a result of the cross-collateralization of
the equipment notes also would not be entitled to the benefits of
Section 1110. Neither the certificates nor the escrow receipts may
be separately assigned or transferred.

S&P believes that American views these planes as important and
would, given the cross-collateralization and cross-default
provisions, likely affirm the aircraft notes in a bankruptcy
scenario.  In contrast to most EETCs issued before 2009, the
cross-default would take effect immediately in a bankruptcy if
American rejected any of the aircraft notes.  This should prevent
American from selectively affirming some aircraft notes and
rejecting others ("cherry-picking"), which often harms the
interests of certificateholders in a bankruptcy.

S&P considers the collateral pool overall to be of mixed quality,
with some aircraft models more attractive than others.  The
largest proportion of initial appraised value (about 81%) is
comprised of good collateral: B737-800s (35%) and B777-200ERs
(46%).  The B737-800 is Boeing's most popular aircraft, a
midsize narrowbody plane that more than 100 airlines worldwide
operate.  Given the modern technology incorporated in the plane,
its wide user base, and expected demand in excess of supply over
the next couple of years, S&P considers it to be the best aircraft
collateral available. Boeing Co. currently says that it does not
plan to introduce successors to the various current B737 models
until after 2020, around the time these certificates should be
fully repaid.  The B777-200ER (extended range) is a successful
midsize, long-range widebody plane.  The larger versions of
the B787 and competing Airbus A350 will eventually provide
alternatives, which S&P expects will occur before these
certificates are fully repaid.  S&P believes this could place
long-term value pressure on the B777-200ER.

The balance of value, about 19%, is comprised of B757-200s (13%)
and B767-300ERs (6%).  The B757-200s are large narrowbody aircraft
introduced in the 1980's and widely used, especially by U.S.
airlines.  Four of the six aircraft are the ETOPS version, which
can fly across the Atlantic to certain destinations and are useful
for routes that do not have sufficient passengers to support a
widebody aircraft.  Boeing's current generation of narrowbodies
includes successor aircraft, the B737-900 and B737-900ER, although
even the long-range "-ER" version does not have trans-Atlantic
capability.  S&P considers these planes of average desirability as
collateral. The B767-300ER is a small widebody introduced in the
1980s.  This plane has a fairly wide user base and is well suited
to flying routes that cannot support larger models.  It will
eventually be superseded by the new B787.

S&P's analysis of the aircraft collateral, which focuses mainly on
resale liquidity and technological risk, also considers the age of
the aircraft, as well as the characteristics of the models.  S&P
judged that the nine to 11 year-old B737-800 aircraft would
exhibit somewhat greater potential volatility of values than the
new delivery B737-800s in an airline industry downturn.  In
addition, S&P feel that the out-of-production B757-200s and B767-
300ERs would exhibit somewhat greater volatility of values.  S&P
factored that into S&P's conclusions.

The initial and maximum loan-to-value (LTV) of the Class A
certificates is 48.3% and of the Class B, 62.4%, using the
appraised base values and depreciation assumptions in the
offering memorandum.  However, S&P focused on more-conservative
maintenance-adjusted lower of the mean or median current
market values for the B757-200s and B767-300ERs, more-conservative
maintenance-adjusted lowest base values for the B777-200ERs, and
more-conservative maintenance-adjusted lower of the mean or median
base values for the B787-800s (none of these disclosed in the
offering memorandum).  S&P also uses more conservative
depreciation assumptions for all of the planes than those in the
prospectus.  S&P assumed that, absent cyclical fluctuations,
values of the B737-800s would decline by 5% of the preceding
year's value per year; the B767-300ERs 7%; and the B757-200s 8%.
Using these values and assumptions, the Class A initial LTV is
higher, 50.9%, and rises slightly to more than 53% at its highest
point before declining gradually; the Class B initial LTV is
higher, 66.5%, and rises slightly to more than 68% at its highest
point before declining gradually.  S&P's analysis also considered
that a full draw of the liquidity facility, plus interest on those
draws, represents a claim senior to the certificates.  However,
this amount is, because of current low interest rates, somewhat
below levels (as a percent of asset value) of EETCs of the past
several years.  Through the life of the transaction, a full draw,
with interest, is equivalent to about 6%-7% of asset value, using
S&P's assumptions.

Ratings List
American Airlines Inc.
Corporate credit rating                  B-/Stable/--

New Ratings
American Airlines Inc.
  Series 2011-1 Class A pass-thru certs   A- (prelim)
  Series 2011-1 Class B pass-thru certs   BB+ (prelim)


AMERICAN GENERAL: S&P Raises Rating on $100MM Certs. From 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
TIERS Corporate Bond-Backed Certificates Trust AGC 1997-10's
$100 million ZTF and amortizing certificates to 'BBB- (sf)'
from 'B (sf)'.

S&P's ratings on the certificates are dependent on S&P's rating on
the underlying security, American General Institutional Capital
B's 8.125% capital trust preferred securities due March 15, 2046
('BBB-').

The rating actions follow S&P's Jan. 14, 2011, raising of its
rating on the underlying security to 'BBB-' from 'B'.  S&P may
take subsequent rating actions on the certificates due to changes
in S&P's ratings assigned to the underlying security.


AMERICAN GENERAL: S&P Raises Ratings on Certificates From 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Corporate
Backed Trust Certificates American General Institutional Capital A
Capital Securities-Backed Series 2002-17's $73.991 million class
A-1 and A-2 certificates to 'BBB-' from 'B'.

S&P's ratings on the certificates are dependent on S&P's rating on
the underlying security, American General Institutional Capital
A's 7.57% series A capital securities due Dec. 1, 2045 ('BBB-').

The upgrades follow S&P's Jan. 14, 2011, raising of S&P's rating
on the underlying security to 'BBB-' from 'B'.  S&P may take
subsequent rating actions on the certificates due to changes in
S&P's ratings assigned to the underlying security.


AMERICREDIT AUTO: Moody's Puts (P)Ba2 Rating on Class E Notes
-------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to the
notes to be issued by AmeriCredit Automobile Receivables Trust
2011-1 (AMCAR 2011-1).  This is the first senior/subordinated
transaction of the year for AmeriCredit Financial Services, Inc.

The complete rating actions are:

Issuer: AmeriCredit Automobile Receivables Trust 2011-1

  -- Class A-1 Notes, rated (P) Prime-1 (sf);
  -- Class A-2 Notes, rated (P) Aaa (sf);
  -- Class A-3 Notes, rated (P) Aaa (sf);
  -- Class B Notes, rated (P) Aa1 (sf);
  -- Class C Notes, rated (P) Aa3 (sf);
  -- Class D Notes, rated (P) Baa2 (sf);
  -- Class E Notes, rated (P) Ba2 (sf);

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

The principal methodology used in rating the transaction is
"Moody's Approach to Rating U.S. Auto Loan-Backed Securities,"
published in June 2007.

Moody's median cumulative net loss expectation for the AMCAR 2011-
1 pool is 11.0% and total credit enhancement required to achieve
Aaa rating is 40.0%.  The loss expectation was based on an
analysis of AmeriCredit's portfolio vintage performance as well as
performance of past securitizations, and current expectations for
future economic conditions.

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

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

Moody's Parameter Sensitivities: If the net loss used in
determining the initial rating were changed to 20%, 25% or 35.0%,
the initial model output for the Class A notes might change from
Aaa to Aa1, Aa2, and A3, respectively; Class B notes might change
from Aa1 to A3, Baa3, and below B3, respectively; Class C notes
might change from Aa3 to Ba2, B3, and below B3, respectively;
Class D notes might change from Baa2 to below B3 in all three
scenarios; and Class E notes might change from Ba2 to below B3 in
all three scenarios.

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

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


AMERICREDIT AUTO: S&P Assigns Ratings on $780 Million Auto Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to AmeriCredit Automobile Receivables Trust 2011-1's
$780.056 million auto receivables-backed notes.

The preliminary ratings are based on information as of Jan. 24,
2011.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

  -- The availability of approximately 43.8%, 38.7%, 31.7%, 25.3%,
     and 23.4% credit support for the class A, B, C, D, and E
     notes, respectively (based on stressed cash flow scenarios,
     including excess spread), which provides coverage of more
     than 3.50x, 3.00x, 2.30x, 1.75x, and 1.50x S&P's 12.25%-
     12.75% expected cumulative net loss range for the class A, B,
     C, D, and E notes, respectively.  These credit support levels
     are commensurate with the assigned preliminary 'AAA (sf)',
     'AA (sf)', 'A (sf)', 'BBB (sf)', and 'BB (sf)' ratings on the
     class A, B, C, D, and E notes, respectively;

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

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

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

  -- The collateral characteristics of the securitized pool of
     subprime automobile loans; General Motors Financial Co. Inc.
     (GM Financial; formerly known as AmeriCredit Financial
     Services Inc.; B/Watch Pos/--) extensive securitization
     performance history going back to 1994; and

  -- The transaction's payment and legal structures.

Preliminary Ratings Assigned

AmeriCredit Automobile Receivables Trust 2011-1

Class             Rating        Amount (mil. $)*
A-1               A-1+ (sf)             138.000
A-2               AAA (sf)              255.000
A-3               AAA (sf)              174.000
B                 AA (sf)                61.544
C                 A (sf)                 76.393
D                 BBB (sf)               75.119
E**               BB (sf)                19.944

*The actual size of these tranches will be determined on the
pricing date.

**Class E will be privately placed and is not included in the
public offering amount.


ARES XVI: S&P Assigns Preliminary Ratings on $356MM Floating Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Ares XVI CLO Ltd./Ares XVI CLO LLC's $356 million
floating-rate notes.

The transaction is a cash flow collateralized loan obligation
securitization of a revolving pool consisting primarily of broadly
syndicated senior secured loans.

The preliminary ratings are based on information as of Jan. 19,
2011.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

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

  -- The transaction's cash flow structure, as assessed by
     Standard & Poor's using the assumptions and methods outlined
     in its corporate collateralized debt obligation (CDO)
     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 broadly syndicated speculative-grade senior
     secured term loans.  The asset manager's experienced
     management team.

  -- The timely interest and ultimate principal payments on the
     preliminary rated notes, which S&P assessed using its cash
     flow analysis and assumptions commensurate with the assigned
     preliminary ratings under various interest rate scenarios,
     including LIBOR ranging from 0.2891%-12.3976%.

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

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

                    Preliminary Ratings Assigned

Ares XVI CLO Ltd./Ares XVI CLO LLC

Class                   Rating      Amount (mil. $)
A                       AAA (sf)                260
B                       AA (sf)                  21
C (deferrable)          A (sf)                   35
D (deferrable)          BBB (sf)                 22
E (deferrable)          BB (sf)                  18
Subordinated notes      NR                       46

NR -- Not rated.


BAKER STREET: Moody's Lifts Rating on $12 Million Notes to Caa3
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of these notes
issued by Baker Street CLO II Ltd.:

  -- US$12,000,000 Class E Floating Rate Deferrable Notes Due
     October 2019, Upgraded to Caa3 (sf); previously on
     November 23, 2010 Ca (sf) Placed Under Review for Possible
     Upgrade.

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.  In Moody's
view, these positive developments coincide with reinvestment of
principal proceeds into substitute assets with higher par amounts.

Improvement in the credit quality is observed through an
improvement in the average credit rating and a decrease in the
proportion of securities from issuers rated Caa1 and below.  In
particular, as of the latest trustee report dated January 10,
2011, the weighted average rating factor is currently 2346
compared to 2607in the July 2009 report, and securities rated Caa1
or lower make up approximately 4.8% of the underlying portfolio
versus 9.8% in July 2009.  Additionally, defaulted securities
total about $11.2 million of the underlying portfolio compared to
$33.7 million in July 2009.

The overcollateralization ratios of the rated notes have also
improved since the ration action in August 2009.  The Class A/B,
Class C, Class D, and Class E overcollateralization ratios are
reported at 120.11%, 112.56%, 107.45% and 104.06%, respectively,
versus July 2009 levels of 114.23%, 107.09%, 102.26% and 98.85%,
respectively.  All related overcollateralization tests are
currently in compliance.  Moody's also notes that the Class E
Notes are no longer deferring interest and that all previously
deferred interest has been paid in full.

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 $375 million, defaulted par of
$11.8 million, weighted average default probability of 24.59%, a
weighted average recovery rate upon default of 43.38%, and a
diversity score of 60.  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.

Baker Street CLO II Ltd., issued in September 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.


BEAR STEARNS: S&P Corrects Certs.' Ratings to 'AA+' From 'CCC'
--------------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings to 'AA+
(sf)' from 'CCC (sf)'on classes II-A-1 and II-A-2 certificates
from Bear Stearns Asset-Backed Securities I Trust 2005-AC5.
Classes II-A-1 and II-A-2 benefit from a certificate insurance
policy provided by Assured Guaranty Corp. ('AA+'). On Oct. 29,
2009, S&P incorrectly lowered S&P's 'AAA (sf)' ratings on these
classes.

The underlying collateral for this transaction consists of U.S.
residential fixed-rate Alternative-A (Alt-A) mortgage loans
secured by first liens on one- to four-family residential
properties.

Ratings Corrected
Bear Stearns Asset-Backed Securities I Trust 2005-AC5

                                    Rating
Class      CUSIP        Current     10/29/09
II-A-1     073879A99    AA+ (sf)    CCC (sf)
II-A-2     073879B23    AA+ (sf)    CCC (sf)


BIRMINGHAM: Moody's Reviews B1 Rating on Debt for Likely Downgrade
------------------------------------------------------------------
Moody's Investors Service extended its Watchlist for possible
downgrade on the B1 rating on Birmingham-Southern College's debt
issued through the Private Education Building Authority of the
City of Birmingham.  The rating applies to the College's
$28.3 million of outstanding Series 1996, 1997 and 2002 Revenue
Bonds. Moody's expects to complete the review in the next 30 days.

Moody's review will consider the College's ongoing turnaround plan
to manage expenses and increase tuition revenue.  Moody's review
will also focus on the ability to garner unrestricted gifts, relax
the restrictions on prior gifts and manage near term cash flow
given the paucity of unrestricted funds.  For more information
about the B1 rating see our report dated October 12, 2010.

Security on the bonds is provided by a pledge on the College's
gross tuition revenues.  There is an additional bonds test
requiring that recent pledged tuition revenue be at least 300% of
prospective Maximum Annual Debt Service.

Private Educational Building Authority of the City of Birmingham
Series 1996, 1997 and 2002: B1


CANADA MORTGAGE: DBRS Confirms 'BB' Rating on Class E Certificates
------------------------------------------------------------------
DBRS has confirmed the ratings of the outstanding Series 2006-C5
Certificates (the Certificates) issued by Canada Mortgage
Acceptance Corporation.  The confirmations are part of DBRS's
continued effort to provide timely credit rating opinions and
increased transparency to market participants.

  -- AAA (sf) for Mortgage Pass-Through Certificates, Series 2006
     - C5, Class A-2

  -- AAA (sf) for Mortgage Pass-Through Certificates, Series 2006
     - C5, Class VFC 2

  -- AAA (sf) for Mortgage Pass-Through Certificates, Series 2006
     - C5, Class IO-C

  -- AAA (sf) for Mortgage Pass-Through Certificates, Series 2006
     - C5, Class IO-P

  -- AA (sf) for Mortgage Pass-Through Certificates, Series 2006 -
     C5, Class B

  -- "A" (sf) for Mortgage Pass-Through Certificates, Series 2006
     - C5, Class C

  -- BBB (sf) for Mortgage Pass-Through Certificates, Series 2006
     - C5, Class D

  -- BB (sf) for Mortgage Pass-Through Certificates, Series 2006 -
     C5, Class E

  -- B (sf) for Mortgage Pass-Through Certificates, Series 2006 -
     C5, Class F

The ratings are based on the following factors:

(1) For all the Certificates, except for the IO Certificates, the
subordination level is increasing over time as the Certificates
are paid down sequentially.  The lower-rated Certificates will not
receive any principal repayment until the higher-rated
Certificates have been fully repaid.  As of January 17, 2011,
59.6% subordination was available to the Class A-2 and Class VFC 2
(ranked pari passu), 38.0% to Class B, 21.9% to Class C, 10.9% to
Class D, 4.6% to Class E and 2.2% to Class F.  The subordination
for the aforementioned classes has increased from 11.00%, 7.40%,
4.70%, 2.85%, 1.80% and 1.40% at closing, respectively.

(2) The underlying collateral continues to perform well, incurring
low cumulative losses of 1.03% (or $5.36 million) as of
January 17, 2011.  When a loss occurs, it is absorbed in a reverse
sequential order and begins with the lowest-ranked unrated Class G
Certificates.  The lowest-rated Class F Notes will not be fully
repaid if the cumulative loss is greater than the entire amount of
Class G ($7.28 million).  The cumulative loss over the remaining
life of the transaction (estimated to be less than 18 months) is
not expected to be in an amount considered detrimental to the
ratings of the outstanding Certificates.


CANADA MORTGAGE: DBRS Confirms 'BB' Rating on Class F Certificates
------------------------------------------------------------------
DBRS has confirmed the ratings of the outstanding Series 2006-C4
Certificates (the Certificates) issued by Canada Mortgage
Acceptance Corporation.  The confirmations are part of DBRS's
continued effort to provide timely credit rating opinions and
increased transparency to market participants.

  -- AAA (sf) for Mortgage Pass-Through Certificates, Series 2006
     - C4, Class IO-C

  -- "A" (sf) for Mortgage Pass-Through Certificates, Series 2006
     - C4, Class D

  -- BBB (sf) for Mortgage Pass-Through Certificates, Series 2006
     - C4, Class E

  -- BB (sf) for Mortgage Pass-Through Certificates, Series 2006 -
     C4, Class F

The ratings are based on the following factors:

(1) For all the outstanding Certificates except for the IO
Certificates, subordination is increasing over time as the
Certificates are paid down sequentially.  The lower-rated
Certificates will not receive any principal repayment until the
higher-rated Certificates have been fully repaid.  As of
January 17, 2011, 60.8% subordination was available to the Class D
Certificates, 33.0% to Class E and 19.1% to Class F.  The
subordination for the aforementioned classes has increased from
2.55%, 1.75% and 1.35% at closing, respectively.

(2) The underlying collateral continues to perform well, incurring
low cumulative losses of 0.80% (or $3.75 million) as of
January 17, 2011.  When a loss occurs, it is absorbed in a reverse
sequential order and begins with the lowest-ranked unrated Class G
Certificates.  The lowest-rated Class F Notes will not be fully
repaid if the cumulative loss is greater than the entire amount of
Class G ($6.31 million).  The cumulative loss over the remaining
life of the transaction (estimated to be less than six months) is
not expected to be higher than the remaining Class G amount of
$2.6 million or detrimental to the ratings of the outstanding
Certificates.


CENTERLINE 2007: S&P Lowers Class O Certs Rating to 'D' From 'CC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D (sf)'
from 'CC (sf)' on the class O certificates from Centerline 2007-1
Resecuritization Trust (Centerline 2007-1), a commercial real
estate collateralized debt obligation (CRE CDO) transaction.

The downgrade reflects a principal loss of $1.0 million to the
class as detailed in the Dec. 22, 2010 remittance report.  As a
result of the principal loss, the principal balance of class O is
$33.5 million, down from $34.5 million at issuance.  The rating on
the class P certificates, which S&P previously lowered to 'D
(sf)', lost 100% of its $34.5 million issuance balance per the
remittance report.

According to the most recent trustee report, the principal loss
was due to losses on the underlying commercial mortgage-backed
securities (CMBS) collateral.  Eight distinct transactions
experienced aggregate principal losses in the amount of
$12.9 million.  The following CMBS classes experienced principal
losses in the current trustee report:

   Morgan Stanley Capital I Trust 2006-TOP23 (class P;
   $4.8 million loss);
   Bear Stearns Commercial Mortgage Securities Trust 2007-PWR15
   (class P; $3.9 million loss); and
   Bear Stearns Commercial Mortgage Securities Trust 2006-TOP24
   (class P; $3.4 million loss).

Per the remittance report, Centerline 2007-1 was collateralized by
106 CMBS certificates and three resecuritized real estate mortgage
investment conduit (re-REMIC) certificates ($806.1 million, 100%)
from 18 distinct transactions issued between 2000 and 2007.

Standard & Poor's analyzed Centerline 2007-1 according to S&P's
current criteria.  The analysis is consistent with the lowered
rating.

Rating Lowered

Centerline 2007-1 Resecuritization Trust
                  Rating
Class    To                   From
O        D (sf)               CC (sf)


CENTERLINE 2007: S&P Lowers Rating on CRE CDO Transaction Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes from Centerline 2007-SRR5 Ltd. (Centerline 2007-SRR5), a
commercial real estate collateralized debt obligation (CRE CDO)
transaction.  At the same time, S&P affirmed S&P's 'CCC-
(sf)' ratings on 12 additional classes from this transaction.

The downgrades and affirmations reflect S&P's analysis of the
transaction following S&P's rating actions on 13 reference
commercial mortgage-backed securities (CMBS) that serve as
collateral for Centerline 2007-SRR5.  The securities are from 13
transactions ($255 million, 31.9% of the pool balance).  S&P
lowered S&P's ratings on the majority ($235 million, 29.4%) of the
reference CMBS collateral to 'CCC- (sf)' or 'D (sf)'.

According to the Dec. 22, 2010, trustee report, the collateral for
Centerline 2007-SRR5 consisted of credit default swaps (CDS)
referencing 40 CMBS classes ($800 million, 100%) from 40 distinct
transactions issued between 2005 and 2007.  The rated underlying
CMBS collateral has a weighted average rating of 'CCC (sf)' and a
rating range of 'B (sf)' to 'D (sf)'.  The weighted average
credit characteristics of the unrated CMBS collateral is
consistent with a 'ccc' rating obligation.  The CDS counterparty
is Morgan Stanley Capital Services Inc. Centerline 2007-SRR5 has
exposure to the following CMBS classes that Standard & Poor's has
downgraded:

   Bear Stearns Commercial Mortgage Securities Trust 2007-PWR15
   (class H; $20 million, 2.5%);
   Bear Stearns Commercial Mortgage Securities Trust 2007-TOP26
   (class K; $25 million, 3.1%);
   LB-UBS Commercial Mortgage Trust 2006-C7 (class K; $20 million,
   2.5%); and
   Morgan Stanley Capital I Trust 2006-IQ11 (class H; $20 million,
   2.5%).

Standard & Poor's analyzed Centerline 2007-SRR5 and its underlying
collateral according to S&P's current criteria.  S&P's analysis is
consistent with the lowered and affirmed ratings.


CITY OF PONTIAC: Fitch Lowers Rating on $37 Mil. Bonds to 'CCC'
---------------------------------------------------------------
Fitch Ratings takes these rating actions on the bonds of the City
of Pontiac MI and the Pontiac Tax Increment Finance Authority as
part of its continuous surveillance effort:

  -- Approximately $8 million Pontiac General Building Authority
     (authority) limited tax general obligation (GO) bonds, series
     2002, downgraded to 'CCC' from 'B';

  -- Approximately $4 million Pontiac TIFA, development area no. 2
     bonds, series 2002, downgraded to 'CCC' from 'B';

  -- Approximately $25 million Pontiac TIFA, development area no.
     3 bonds, series 2002, downgraded to 'CCC' from 'B'.

The bonds are also removed from Rating Watch Negative and assigned
a Stable Outlook.

As reflected in the 'CCC' rating, Fitch believes Pontiac will
continue to struggle economically and financially as it has for
many years.  Following multiple years of weak financial
performance, a state appointed Emergency Financial Manager (EFM)
was put in place in March of 2009.  The EFM is tasked with
overseeing and managing the city's financial operations and to
develop a plan to eliminate the deficit within five years.  The
state of Michigan uses the EFM process to restructure the
financial accounts of the most severely challenged communities;
the manager's purview extends to labor negotiations, hiring,
spending, and most other financial concerns.  Fitch anticipated
that the presence of the EFM would provide a degree of stability
to the city, but turnover in this position and an apparent lack of
progress in stabilizing financial operations has led to concerns
regarding management's ability to take the needed actions.  These
concerns are compounded by a very weak revenue picture and
questions about both management's and Fitch's ability to obtain
consistently accurate and timely financial information.

The city's financial position has been extremely weak for many
years as evidenced by negative general fund reserves levels, a
large accumulated deficit, and the use of water, sewer and
internal services funds for general fund purposes.  Audited
results for fiscal 2010 produced a qualified audit opinion and
identified multiple significant deficiencies and weakness.  A
small year-end surplus of $700,000 in the general fund was
attributable to several one-time revenue gains and significant
spending cuts, and the fiscal year-end fund balance position was
negative $4.1 million or a high negative 10.1% of spending.

The fiscal 2011 budget, which was approved by the former EFM, has
been revised by the current EFM after he identified numerous
concerns with the adopted budget including the non-payment of
property taxes by Motors Liquidation Company, outstanding property
tax appeals by GM, and the need for the general fund to support
TIFA fund deficits.  Revenues from all sources continue to perform
well below budget.  Captured tax increment revenues to support the
TIFA no. 2 and no. 3 bonds were insufficient in fiscal 2010 to
cover debt service payments and the city reports that there are no
funds available in the debt service reserve fund.  The general
fund made up the difference although such payments in the future
are uncertain.

With expenditures for police and fire making up almost 64% of
general fund expenditures, the current EFM has proposed moving
city police and dispatch services to Oakland County.  The plan has
not yet been approved by council, and the level of cost savings if
it were to be approved is unclear.  In November 2010, 84 city
positions including some in public safety were terminated, but
further cuts and labor concessions will be critical to reducing
the city's deficit.  Management continues to look at asset sales
and privatization of services including its water and sewer
systems and parking facilities.  Fitch believes the accumulated
deficit may persist well beyond 2013.

Located in the Detroit metropolitan area with about 66,000
residents, Pontiac has been hard hit by the decline of the auto
industry.  Employment at GM, once at about 15,000, declined to
3,000 after the closure of both its truck and assembly plants in
2009.  Smaller local employers have remained relatively stable,
although all employment sectors saw declines in 2010.  While down
from a very high 31.1% in October of 2009, the city's unemployment
rate remains high at 26% in October 2010 compared to the state and
national rates of 12% and 9.1%, respectively.  The city's property
tax base continues to contract, declining almost 15% in 2010.
Income levels are extremely weak with a median household income of
just 65% of the state average and a poverty level double the
state's and nation's.

Debt levels are low with average amortization at 52% in 10 years.
The city's pension programs remain well-funded.


CITY OF PONTIAC: Fitch Lowers Rating on Two Revenue Bonds to 'B-'
-----------------------------------------------------------------
Fitch Ratings took these rating action on the bonds of the City of
Pontiac MI (the city) as part of its continuous surveillance
effort:

  -- Approximately $2.3 million Pontiac water revenue bonds,
     series 1995 and series 2002, downgraded to 'B-' from 'B';

  -- Approximately $3.5 million Pontiac sewer revenue bonds,
     series 2002, downgraded to 'B-' from 'B'.

The bonds are removed from Rating Watch Negative and assigned a
Stable Outlook.

As reflected in the 'CCC' rating, Fitch believes Pontiac will
continue to struggle economically and financially as it has for
many years.  Following multiple years of weak financial
performance, a state appointed Emergency Financial Manager (EFM)
was put in place in March of 2009.  The EFM is tasked with
overseeing and managing the city's financial operations and to
develop a plan to eliminate the deficit within five years.  The
state of Michigan uses the EFM process to restructure the
financial accounts of the most severely challenged communities;
the manager's purview extends to labor negotiations, hiring,
spending, and most other financial concerns.  Fitch anticipated
that the presence of the EFM would provide a degree of stability
to the city, but turnover in this position and an apparent lack of
progress in stabilizing financial operations has led to concerns
regarding management's ability to take the needed actions.  These
concerns are compounded by a very weak revenue picture and
questions about both management's and Fitch's ability to obtain
consistently accurate and timely financial information.

Both the water and sewer systems have benefited from recent rate
increases that became effective on Dec. 1, 2009.  The rate
increases were effective for seven months of the fiscal year 2010
and were expected by management to generate sufficient revenues to
cover expenditures in each of the funds.  However, revenue
collections in both funds were substantially below estimates in
the mid-year 2010 budget.  Management credits the lower than
anticipated revenues to a fall-off in consumption, including the
loss of General Motors' load, as well as increased write-offs for
uncollectible amounts.  Collection levels are only 84%.

Collectively, both funds have around $10 million in customer
receivables at the end of fiscal (FY) 2010, as compared to
$18.4 million in annual revenues.  While both funds experienced a
net loss after depreciation in FY 2010, financial performance had
improved from FY 2009 due to a reduction in expenditures and grant
funds received from the state.  Debt service coverage of the water
bonds in fiscal 2010 was 1.7 times (x), while debt service
coverage of the wastewater bonds was 0.54x, which is the third
year the city has violated its 1.1x rate covenant.  Liquidity
levels in both funds are modest with days operating cash at 97
days and 55 days for the water and sewer funds, respectively.

The additional revenues generated by the rate increases will be
needed to support the additional debt borrowed by the systems via
loans from the state revolving funds.  In 2009, the water fund
borrowed $5.5 million from the state drinking water revolving fund
and the sewer fund borrowed $16 million from the state revolving
fund.  Both loans allowed the city to take advantage of funds
provided by the American Recovery and Reinvestment Act that
provide 40% principal forgiveness on the loan amounts.  Proceeds
are needed, despite the dire financial condition of the city, to
comply with regulatory requirements for both systems, certain of
which were mandated by the state.

In the past, the city has used funds from the water and sewer
funds to provide cash flow relief to the general fund.  At FY
2010, there were no outstanding loans due from the general fund.
There was a small transfer from the water fund to the sewer fund
in the amount of $60,180.  The overall poor financial health of
the city, and in particular, the general fund, are relevant credit
considerations for the water and sewer ratings.  In times of
fiscal distress, cash flow from healthy enterprise funds could be
used to provide inter-fund loans to other funds to support
operations.

Located in the Detroit metropolitan area with about 66,000
residents, Pontiac has been hard hit by the decline of the auto
industry.  Employment at GM, once at about 15,000, declined to
3,000 after the closure of both its truck and assembly plants in
2009.  Smaller local employers have remained relatively stable,
although all employment sectors saw declines in 2010.  While down
from a very high 31.1% in October of 2009, the city's unemployment
rate remains high at 26% in October 2010 compared to the state and
national rates of 12% and 9.1%, respectively.  The city's property
tax base continues to contract, declining almost 15% in 2010.
Income levels are extremely weak with a median household income of
just 65% of the state average and a poverty level double the
state's and nation's.


COLORADO SPRINGS: S& Affirms 'B' Rating on Revenue Refunding Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Colorado
Springs Housing Authority's mortgage revenue refunding bonds
series 1998 (Centennial Plaza project) to stable from positive.
At the same time, the long-term rating on the bonds is affirmed at
'B'.

The affirmation reflects S&P's view of debt service coverage
levels of 1.07x maximum annual debt service (MADS) based on net
operating income for the fiscal ended 2009; decline in annual
expenses of the project; strong occupancy rates at the property,
with 557 families on the waiting list; contract rent below fair
market rent, increasing the possibility of rental increases; and
debt service reserve fund funded at 12 months' MADS.

However, the above strengths are mitigated by S&P's view of no
rental increase received by the project since 1995, and a decline
in revenues leading to deterioration in the expense ratio.

"The stable outlook for the issue reflects our opinion of the
sound financial and operating performance of the property
commensurate with the current rating level," said Standard &
Poor's credit analyst Renee J. Berson.

Centennial Plaza is a 99-unit, 11-story senior housing apartment
building located in Colorado Springs, Colorado.  The project
consists of 88 one-bedroom units and 11 one-bedroom handicapped
units.


DUANE STREET: Moody's Lifts Rating on $7 Mil. Class Notes to Caa3
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Duane Street CLO 1:

  * $185,000,000 Class A Senior Floating Rate Notes Due 2017
    (current outstanding balance of $179,519,465.52), Upgraded to
    Aa1 (sf); previously on September 2, 2009 Downgraded to Aa2
    (sf);

  * $65,000,000 Class A-2 Senior Delayed Draw Floating Rate Notes
    Due 2017 (current outstanding balance of $63,074,406.81),
    Upgraded to Aa1 (sf); previously on September 2, 2009
    Downgraded to Aa2 (sf);

  * $36,000,000 Class B Senior Floating Rate Notes Due 2017,
    Upgraded to Baa1 (sf); previously on September 2, 2009
    Downgraded to Baa2 (sf);

  * $15,000,000 Class C Deferrable Mezzanine Floating Rate Notes
    Due 2017, Upgraded to Ba2 (sf); previously on September 2,
    2009 Downgraded to Ba3 (sf);

  * $15,000,000 Class D Deferrable Mezzanine Floating Rate Notes
    Due 2017, Upgraded to Caa1 (sf); previously on November 23,
    2010 Caa2 (sf) Placed Under Review for Possible Upgrade;

  * $7,000,000 Class E Deferrable Junior Floating Rate Notes Due
    2017, Upgraded to Caa3 (sf); previously on November 23, 2010
    Ca (sf) Placed Under Review for Possible Upgrade;

  * $5,000,000 Class Z-2 Combination Notes Due 2017 (current rated
    balance of $3,364,237.93), Upgraded to Ba1 (sf); previously on
    September 2, 2009 Downgraded to Ba2 (sf).

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 September 2009.

Improvement in the credit quality is observed through an
improvement in the average credit rating and a decrease in the
proportion of securities from issuers rated Caa1 and below.  In
particular, as of the latest trustee report dated December 10,
2010, the weighted average rating factor is currently 2388
compared to 2578 in the August 2009 report, and securities rated
Caa1/CCC+ or lower make up approximately 3.73% of the underlying
portfolio versus 12.3% in August 2009.  Additionally, defaulted
securities total about $2 million of the underlying portfolio
compared to $33.4 million in August 2009.

The overcollateralization ratios of the rated notes have also
improved since the rating action in September 2009.  The Senior
and Mezzanine overcollateralization ratios are reported at 118.24%
and 106.74%, respectively, versus August 2009 levels of 111.11%
and 100.48%, respectively, and all related overcollateralization
tests are currently in compliance.  Moody's also notes that the
Class E Notes are no longer deferring interest and that all
previously deferred interest has been paid in full.

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 balance of $330 million, defaulted par of $2 million, a
weighted average default probability of 22.96%, a weighted average
recovery rate upon default of 43.45%, and a diversity score of 50.
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.

Duane Street CLO 1, issued in October 2005, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The principal methodologies used in these ratings were "Moody's
Approach to Rating Collateralized Loan Obligations" published in
August 2009 and "Using the Structured Note Methodology to Rate CDO
Combo-Notes" published in February 2004.

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.


DUANE STREET: Moody's Upgrades Rating on $14 Mil. Notes to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating of the following
notes issued by Duane Street CLO III, Ltd.:

  * US$14,000,000 Class E Deferrable Junior Floating Rate Notes
    Due 2021, Upgraded to Caa3 (sf); previously on November 23,
    2010 Ca (sf) Placed Under Review for Possible Upgrade.

According to Moody's, the rating action taken on the notes results
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 into substitute assets with higher par amounts and higher
ratings.

Improvement in the credit quality is observed through an
improvement in the average credit rating and a decrease in the
proportion of securities from issuers rated Caa1 and below.  In
particular, as of the latest trustee report dated November 30,
2010, the weighted average rating factor is currently 2487
compared to 2696 in the April 2009 report, and securities rated
Caa1/CCC+ or lower make up approximately 4.9% of the underlying
portfolio versus 7.6% in April 2009.  Additionally, defaulted
securities total about $5.6 million of the underlying portfolio
compared to $39.7million in April 2009.

The overcollateralization ratios of the rated notes have also
improved since the rating action in June 2009.  The Senior and
Mezzanine overcollateralization ratios are reported at 120.7%
and 107.0% respectively, versus April 2009 levels of 117.9% and
104.5%, respectively, and all related overcollateralization tests
are currently in compliance.

The ratings of the senior notes remain unchanged, reflecting the
combined impact of improvements in the credit quality of the
underlying portfolio and corrections to certain assumptions and
modeling used in the previous rating action.  Since the rating
action in June 2009, the trustee has revised the spread for Lamar
Media Corp -- Series F Incremental Loan, correcting a mistaken
earlier report that Moody's used to calculate the weighted average
spread.  Additionally, the loss threshold was incorrectly modeled
in the June 2009 rating action.  The notes have been remodeled
using the corrected weighted average spread and loss threshold,
resulting in no change to the ratings of these notes.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers.  In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds of $534 million, defaulted par of $5.1 million, weighted
average default probability of 28.7%, a weighted average recovery
rate upon default of 42.95%, and a diversity score of 50.  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.

Duane Street CLO III, Ltd., issued in December 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.


FIRST INVESTORS: DBRS Assigns 'BB' Rating on Class E Notes
----------------------------------------------------------
DBRS has assigned provisional ratings to these classes issued by
First Investors Auto Owner Trust 2011-1:

  -- Series 2011-1 Notes, Class A-1 rated R-1 (high) (sf)
  -- Series 2011-1 Notes, Class A-2 rated AAA (sf)
  -- Series 2011-1 Notes, Class B rated AA (sf)
  -- Series 2011-1 Notes, Class C rated A (sf)
  -- Series 2011-1 Notes, Class D rated BBB (sf)
  -- Series 2011-1 Notes, Class E rated BB (sf)


FIRST INVESTORS: S&P Assigns Preliminary Ratings on $150MM Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to First Investors Auto Owner Trust 2011-1's $150 million
automobile receivables-backed notes.

The preliminary ratings are based on information as of Jan. 19,
2011.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

  -- The availability of approximately 36.6%, 32.2%, 25.5%, 19.4%,
     and 16.2% credit support for the class A, B, C, D, and E
     notes, respectively, based on stressed cash flow scenarios
     (including excess spread).

  -- These credit support levels provide more than 3.75x, 3.25x,
     2.50x, 1.90x, and 1.55x coverage of S&P's 9.00%-9.50%
     expected cumulative net loss range for the class A, B, C, D,
     and E notes, respectively.

  -- The timely interest and principal payments made under
     stressed cash flow modeling scenarios that are appropriate to
     the preliminary ratings;

  -- S&P's expectation that under a moderate, or 'BBB', stress
     scenario, the ratings on the class A and B notes would not
     decline by more than one rating category, which is consistent
     with S&P's rating stability criteria, and the ratings on the
     class C and D notes would remain within the two-rating
     category outlined in S&P's rating stability criteria.

The collateral characteristics of the pool being securitized;
First Investors Financial Services Inc.'s 21-year history of
originating and underwriting auto loans, 12-year history of
servicing auto loans for itself and other companies as a third-
party servicer, and track record of securitizing auto loans since
2006; Wells Fargo Bank N.A.'s experience as the committed back-up
servicer; and the transaction's payment and legal structures.

Preliminary Ratings Assigned

First Investors Auto Owner Trust 2011-1

Class       Rating          Type            Interest
Amount
                                            rate          (mil.
$)*
A-1         A-1+ (sf)       Senior          Fixed
24.25
A-2         AAA (sf)        Senior          Fixed
85.75
B           AA (sf)         Subordinate     Fixed
8.75
C           A (sf)          Subordinate     Fixed
13.50
D           BBB (sf)        Subordinate     Fixed
11.75
E           BB (sf)         Subordinate     Fixed
6.00

*The actual size of these tranches will be determined on the
pricing date.


FORTRESS ABS: Complete Notes Paydown Cues S&P to Withdraw Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A, A-1a, A-2, B, and Ba notes from Fortress ABS
Opportunities Ltd., a collateralized debt obligation (CDO) of
mezzanine structured finance (SF) transaction managed by Fortress
Investment Group.

The rating withdrawal follows the complete paydown of the notes on
the Oct. 4, 2010, payment date.

Ratings Withdrawn

Fortress ABS Opportunities Ltd.
            Rating
Class     To     From
A         NR     BBB+ (sf)
A-1a      NR     BBB+ (sf)
A-2       NR     BBB+ (sf)
B         NR     B (sf)
Ba        NR     B (sf)

NR-Not rated.


GALENA CDO: S&P Withdraws 'CCC-' Rating on Class A-2U10 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC- (sf)' rating
on the class A-2U10 notes issued by Galena CDO II (Cayman) Ltd., a
synthetic corporate investment-grade collateralized debt
obligation (CDO) transaction.

S&P withdrew the rating following the unwinding of the notes,
pursuant to the transaction's unwind agreement, dated June 17,
2010.


GLOUCESTER SPC: Credit Quality Slump Cues S&P to Lower Note Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A notes issued by Gloucester SPC, acting for the account of
Cheyenne 2007-I segregated portfolio, a synthetic collateralized
debt obligation (CDO) transaction.

The downgrade reflects deterioration of the credit quality of the
underlying portfolio, as well as a principal loss incurred on the
rated tranche.

Rating Lowered

Gloucester SPC, acting for the account of Cheyenne 2007-I
Segregated Portfolio

           Rating
Class    To      From
A        D (sf)  CC (sf)


GSAA HOME: Moody's Cuts Ratings on Seven Tranches
-------------------------------------------------
Moody's Investors Service downgraded the ratings of 7 tranches,
upgraded the rating of 1 tranche, and confirmed the rating of 1
tranche from 2 RMBS transaction, backed by Alt-A residential
mortgage loans, issued by GSAA Home Equity Trust 2007-6 & 2007-8.

Issuer: GSAA Home Equity Trust 2007-6

  -- Cl. 1A1, Downgraded to Caa2 (sf); previously on Jan. 14, 2010
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 1A2, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
     Caa1 (sf) Placed Under Review for Possible Downgrade

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

  -- Cl. 3A1A, Upgraded to Caa2 (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. 3A1B, Downgraded to C (sf); previously on Jan. 14, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A4, Confirmed at Caa3 (sf); previously on Jan. 14, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

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

Issuer: GSAA Home Equity Trust 2007-8

  -- Cl. A2, Downgraded to Caa2 (sf); previously on Jan. 14, 2010
     B2 (sf) Placed Under Review for Possible Downgrade

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

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

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

The principal methodology used in this rating 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, 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.

Other methodologies and factors that may have been considered
in the process of rating this issue can also be found at
www.moodys.com in the Rating Methodologies sub-directory under the
Research & Ratings tab.  In addition, Moody's publishes a weekly
summary of structured finance credit, ratings and methodologies,
available to all registered users of our website, at
www.moodys.com/SFQuickCheck

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.  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.


HEWETT'S CLO II: Moody's Raises Rating on Two Class Notes to Caa3
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by Hewett's Island CLO II, Ltd.:

  -- US$255,000,000 Class A-1 Senior Secured Notes Due December
     2016 (current outstanding balance of $242,934,739), Upgraded
     to A1 (sf); previously on November 23, 2010, A2 (sf) Placed
     Under Review for Possible Upgrade;

  -- US$8,000,000 Class A-2A Floating Rate Senior Secured Notes
     Due December 2016, Upgraded to Baa3 (sf); previously on
     November 23, 2010, Ba1 (sf) Placed Under Review for Possible
     Upgrade;

  -- US$7,000,000 Class A-2B Fixed Rate Senior Secured Notes
     Due December 2016, Upgraded to Baa3 (sf); previously on
     November 23, 2010, Ba1 (sf) Placed Under Review for Possible
     Upgrade;

  -- US$2,500,000 Class B-1A Floating Rate Deferrable
     Amortizing Senior Secured Notes Due December 2016 (current
     outstanding balance of $583,333), Upgraded to Ba1 (sf);
     previously on November 23, 2010, B1 (sf) Placed Under Review
     for Possible Upgrade;

  -- US$7,500,000 Class B-1B Fixed Rate Deferrable Amortizing
     Senior Secured Notes Due December 2016 (current outstanding
     balance of $1,750,000), Upgraded to Ba1 (sf); previously on
     November 23, 2010, B1 (sf) Placed Under Review for Possible
     Upgrade;

  -- US$11,000,000 Class B-2 Deferrable Senior Secured Notes
     Due December 2016, Upgraded to Ba3 (sf); previously on
     November 23, 2010, Caa1 (sf) Placed Under Review for Possible
     Upgrade;

  -- US$11,000,000 Class C Secured Notes Due December 2016,
     Upgraded to Caa2; previously on November 23, 2010, Ca (sf)
     Placed Under Review for Possible Upgrade;

  -- US$12,000,000 Class D Subordinated Secured Notes Due
     December 2016 (current outstanding balance of $9,621,329),
     Upgraded to Caa3 (sf); previously on November 23, 2010, C
     (sf) Placed Under Review for Possible Upgrade;

  -- US$16,000,000 Combination Securities Due December 2016
     (current rated balance of $7,134,554), Upgraded to Caa3
     (sf); previously on July 8, 2009 Downgraded to C (sf).

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 transaction's
overcollateralization ratios since the rating action in July 2009.
In Moody's view, these positive developments coincide with
reinvestment of sale proceeds into substitute assets with higher
par amounts and higher ratings.

Improvement in the credit quality is observed through an
improvement in the average credit rating and a decrease in the
proportion of securities from issuers rated Caa1 and below.  In
particular, as of the latest trustee report dated December 31,
2010, the weighted average rating factor is currently 2177
compared to 2255 in the June 2009 report, and securities rated
Caa1/CCC+ or lower make up approximately 7.3% of the underlying
portfolio versus 18.7% in June 2009.  Additionally, defaulted
securities total about $8.0 million of the underlying portfolio
compared to $38.8 million in June 2009.

The overcollateralization ratios of the rated notes have also
improved since the rating action in July 2009.  The Senior, Class
B-2, Class C and Class D overcollateralization ratios are reported
at 115.0%, 110.3%, 106.0% and 102.5%, respectively, versus June
2009 levels of 107.4%, 103.2%, 99.2% and 95.9%, respectively, and
all related overcollateralization tests are currently in
compliance.  In particular, the Class D overcollateralization
ratio has increased, in part, due to the diversion of excess
interest to delever the Class D notes. Since the rating action in
July 2009, the Class D Notes have been paid down by approximately
7.2% or $0.75 million.  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: 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
balance of $293.3 million, defaulted par of $11.1 million, a
weighted average default probability of 20.1%, a weighted average
recovery rate upon default of 43.3%, and a diversity score of 51.

These default and recovery properties of the collateral pool are
incorporated in Moody's 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.

Hewett's Island CLO II, Ltd., issued in December 2004, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodology used in assigning these ratings was
"Moody's Approach to Rating Collateralized Loan Obligations,"
published in August 2009 and "Using the Structured Note
Methodology to Rate CDO Combo-Notes," published in February 2004.

Other methodologies and factors that may have been considered in
the process of rating the notes issued by this issuer can also be
found on Moody's website.

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.


HEWETT'S CLO III: Moody's Ups Rating on Class D Notes to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by Hewett's Island CLO III, Ltd.:

  -- US$321,500,000 Class A-1 Senior Secured Notes Due August,
     2017 (current outstanding balance of $285,598,243), Upgraded
     to A1 (sf); previously on November 23, 2010, A3 (sf) Placed
     Under Review for Possible Upgrade;

  -- US$14,800,000 Class A-2 Senior Secured Notes Due August,
     2017, Upgraded to Baa2 (sf); previously on November 23, 2010,
     Ba1 (sf) Placed Under Review for Possible Upgrade;

  -- US$12,700,000 Class B-1 Deferrable Amortizing Senior
     Secured Notes Due August, 2017 (current outstanding balance
     of $4,656,673), Upgraded to Baa3 (sf); previously on
     November 23, 2010, Ba3 (sf) Placed Under Review for Possible
     Upgrade;

  -- US$14,800,000 Class B-2 Deferrable Senior Secured Notes
     Due August, 2017, Upgraded to Ba2 (sf); previously on
     November 23, 2010, B3 (sf) Placed Under Review for Possible
     Upgrade;

  -- US$14,800,000 Class C Deferrable Secured Notes Due August,
     2017, Upgraded to Caa1 (sf); previously on November 23, 2010,
     Ca (sf) Placed Under Review for Possible Upgrade;

  -- US$14,800,000 Class D Deferrable Subordinated Secured
     Notes Due August, 2017 (current outstanding balance of
     $13,462,887), Upgraded to Caa3 (sf); previously on
     November 23, 2010, C (sf) Placed Under Review for Possible
     Upgrade.

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 transaction's
overcollateralization ratios since the rating action in June 2009.
In Moody's view, these positive developments coincide with
reinvestment of sale proceeds into substitute assets with higher
par amounts and higher ratings.

Improvement in the credit quality is observed through an
improvement in the average credit rating and a decrease in the
proportion of securities from issuers rated Caa1 and below. I n
particular, as of the latest trustee report dated December 31,
2010, the weighted average rating factor is currently 2245
compared to 2406 in the May 2009 report, and securities rated
Caa1/CCC+ or lower make up approximately 6.9% of the underlying
portfolio versus 13.6% in May 2009.  Additionally, defaulted
securities total about $8.5 million of the underlying portfolio
compared to $39.8 million in May 2009.

The overcollateralization ratios of the rated notes have also
improved since the rating action in June 2009.  The Senior, Class
B-2, Class C and Class D overcollateralization ratios are reported
at 117.7%, 112.2%, 107.2% and 103.0%, respectively, versus April
2009 levels of 105.5%, 101.1%, 96.9% and 93.5%, respectively, and
all related overcollateralization tests are currently in
compliance.  In particular, the Class A overcollateralization
ratio has increased as a result of delevering of the Class A-1
Notes, which have been paid down by approximately 9.3% or
$29.2 million since the rating action in June 2009.  Moody's also
notes that the Class B-1, Class B-2, 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 balance of $350.2 million, defaulted par of
$11.7 million, a weighted average default probability of 21.04%, a
weighted average recovery rate upon default of 42.7%, and a
diversity score of 53.  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.

Hewett's Island CLO III, Ltd., issued in August 2005, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

Other methodologies and factors that may have been considered in
the process of rating the notes issued by this issuer can also be
found on Moody's website.

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.


INDUSTRIAL DEVELOPMENT: S&P Puts BB+ Rating on $10MM Revenue Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
rating to the Industrial Development Authority of the County of
Pima, Ariz.'s $10.1 million series 2011 charter school revenue
bonds issued for Harvest Power Community Development Group
Inc., doing business as Harvest Preparatory Academy (HPA).  The
outlook is positive.

"The rating reflects our view of the possibility that the school
may lose its charter prior to the bonds' maturity, as with all
charter schools; the school's insular governance structure; and a
moderately competitive environment," said Standard & Poor's credit
analyst Kenneth Gacka.  "However, in our opinion, enrollment
growth is solid, and HPA's forma maximum annual debt service and
liquidity are good."

S&P understands that proceeds of the series 2011 bonds will be
used to refund HPA's outstanding series 2006 variable-rate demand
bonds, to fund about $0.8 million of capital projects, to fund a
debt service reserve fund, and to pay costs of issuance.

Founded in 2001, HPA currently offers pre-K through 12 education
on three campuses: a 79,000-square-foot K-12 facility in Yuma, an
11,000-square-foot K-4 facility in nearby San Luis, and a 3,600-
square-foot pre-K facility also in San Luis.


INDYMAC INDX: Moody's Cuts Ratings on 2 Tranches to 'C'
-------------------------------------------------------
Moody's Investors Service downgraded the ratings of three tranches
and confirmed the rating of one tranche from the IndyMac INDX
Mortgage Loan Trust 2006-AR4 transaction.  The collateral backing
this transaction primarily consists of first-lien, adjustable-
rate, negative amortization residential mortgages.

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR4

  -- Cl. A1-A, Downgraded to Caa2 (sf); previously on Jan. 27,
     2010 B3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A1-B, Downgraded to C (sf); previously on Jan. 27, 2010
     Caa3 (sf) Placed Under Review for Possible Downgrade

  -- Cl. A1-C, Downgraded to C (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

  -- Cl. A2-A, Confirmed at Ca (sf); previously on Jan. 27, 2010
     Ca (sf) Placed Under Review for Possible Downgrade

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.

The distributions to the Class A certificates are being escrowed
by the Trustee pending the resolution of a Trust Instruction
Proceeding relating to discrepancies between the loss allocations
rules stated in the Pooling and Servicing Agreement (PSA) and
those stated in the Prospectus Supplement.  The PSA provides that
losses otherwise allocated to the Class A1-A should be allocated
pro-rata among the Class A1-B and Class A1-C certificates instead,
while the Prospectus Supplement provides that losses should be
allocated sequentially, to the Class A1-C, Class A1-B and finally
Class A1-A certificates.  The ratings of the Class A certificates
would be the same under either interpretation.

The principal methodology used in these ratings was "Option ARM
RMBS Loss Projection Update: April 2010" published in April 2010.

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

In addition, Moody's publishes a weekly summary of structured
finance credit, ratings and methodologies, available to all
registered users of our website, at www.moodys.com/SFQuickCheck.

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.  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.


JPMORGAN CHASE: S&P Lowers Ratings on 2 Classes of Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Corp.'s series
2006-FL1, a U.S. commercial mortgage-backed securities (CMBS)
transaction.  Concurrently, S&P affirmed its ratings on 12 other
classes from this transaction.

S&P's downgrades and affirmations follow its analysis of the
transaction, which included the revaluation of the collateral
securing the remaining five floating-rate loans in the pool, one
of which is currently with the special servicer.  All of the loans
are indexed to one-month LIBOR.  Although the trust balance has
deleveraged since S&P's last review, dated March 18, 2009, S&P's
adjusted valuations for the remaining collateral have declined
12.3%.

S&P lowered its rating on class L to 'D (sf)' due to outstanding
accumulated interest shortfalls that S&P does not expect to be
recovered in the near term.

S&P affirmed S&P's 'BB+ (sf)' rating on the class HM-1 raked
certificate, which derives 100% of its cash flow from a
subordinate nonpooled component of the Holyoke Mall loan.  The
affirmed rating follows S&P's analysis of the loan.

The class X-2 certificate is an interest-only certificate.  S&P
affirmed its rating on the X-2 class based on S&P's current
criteria.

Retail properties secure four loans totaling $483.3 million (98.8%
of the pooled trust balance as per the Jan. 18, 2011, trustee
remittance report).  These properties are in Holyoke, Mass. (39.9%
of the pooled trust balance); Albany, N.Y. (37.1%); Kingston,
Mass. (16.0%); and Plattsburgh, N.Y. (5.8%).  These four retail
loans have related sponsors.

S&P based S&P's retail analyses, in part, on a review of the
borrower' operating statements for the year-to-date Sept. 30,
2010, the year-end 2009, the borrower' 2011 budgets, and their
Sept. 30, 2010 rent rolls.  Based on S&P's analysis, S&P's retail
valuations have declined, on average by 13.1%, since S&P's last
review.  Details on the four retail loans are:

  -- The Holyoke Mall loan, the largest loan in the pool, is
     secured by 1.38 million sq. ft. of a 1.58 million-sq.-ft.
     regional mall in Holyoke, Mass., which is 90 miles west of
     downtown Boston.  The loan has a trust and whole-loan
     balance of $239.4 million, which is split into a
     $195.2 million senior pooled component (39.9% of the pooled
     trust balance) and a $44.2 million subordinate nonpooled
     component that supports the class HM-1 raked certificate.
     The master servicer, Wells Fargo Bank N.A. (Wells Fargo),
     reported an in-trust debt service coverage (DSC) of 2.75x for
     year-end 2009 and occupancy of 94.4% as of September 2010.
     S&P's adjusted valuation is on par with the levels S&P
     assessed in S&P's last review.  Accordingly, S&P affirmed
     S&P's rating on the class HM-1 raked certificate.  The loan
     matures on Feb. 9, 2011, and has two 12-month extension
     options remaining.  According to Wells Fargo, the borrower
     has submitted a notice to payoff the loan by its February
     2011 maturity date.

  -- The Crossgates Mall loan, the second-largest loan in the
     pool, is secured by 1.24 million sq. ft. of a 1.68 million-
     sq.-ft. regional mall in Albany, N.Y.  The loan has a trust
     and whole-loan balance of $181.5 million (37.1% of the
     pooled trust balance).  Wells Fargo reported a 5.66x DSC for
     year-end 2009 and 82.0% occupancy as of September 2010.
     S&P's adjusted valuation, which yielded a stressed in-trust
     LTV ratio of 60.3%, is down 18.8% from S&P's last review.
     The decline is due primarily to a drop in occupancy and
     expense reimbursement income.  The loan matures on June 9,
     2011, and has one 12-month extension option remaining.

  -- The Independence Mall loan, the third-largest loan in the
     pool, is secured by 679,700 sq. ft. of an 830,200-sq.-ft.
     regional mall in Kingston, Mass.  The loan has a trust and
     whole-loan balance of $78.2 million (16.0% of the pooled
     trust balance).  Wells Fargo reported a 2.18x DSC for year-
     end 2009 and 78.3% occupancy as of September 2010.  S&P's
     adjusted valuation, which yielded a stressed in-trust LTV
     ratio of 101.3%, has declined 22.0% from S&P's last review.
     The decline is due primarily to a drop in base rental income.
     The loan matures on Feb. 9, 2011.  According to Wells Fargo,
     the borrowers has submitted a request to exercise one of its
     two remaining 12-month extension options.

  -- The Champlain Centre loan, the second-smallest loan in the
     pool, is secured by a 611,965-sq.-ft. regional shopping
     center in Plattsburgh, N.Y.  The loan has a trust and whole-
     loan balance of $28.4 million (5.8% of the pooled trust
     balance).  Wells Fargo reported a 3.69x DSC for year-end 2009
     and 93.7% occupancy as of September 2010.  S&P's adjusted
     valuation, which yielded a stressed in-trust LTV ratio of
     53.2%, has fallen 11.8% since S&P's last review.  The decline
     is due primarily to a drop in expense reimbursement income
     and other income revenue.  The loan matures on June 9, 2011,
     and has one 12-month extension option remaining.

     The CenterPoint I loan, the smallest loan in the pool, is
     currently secured by 14 flex industrial warehouse properties
     totaling 5.14 million sq. ft. in Illinois and Wisconsin.  The
     loan has a whole-loan balance of $123.5 million, which is
     split into two pari passu pieces; $6.1 million of which makes
     up 1.2% of the pooled trust balance and the other
     $117.4 million piece is in the JPMorgan Chase Commercial
     Mortgage Securities Corp.'s series 2006-CIBC14 transaction.

     The CenterPoint I loan was transferred to the special
     servicer, LNR Partners LLC (LNR), on Aug. 10, 2010, due to
     imminent default.  The nonperforming balloon loan matured on
     Aug. 7, 2010.  According to LNR, it is currently evaluating
     various liquidation options, while pursuing foreclosure.  The
     updated June 2010 appraisals valued the collateral at above
     the whole-loan balance.  Based on S&P's review of the
     borrower's operating statements for the trailing-12-months
     ended June 30, 2010, and Nov. 30, 2010, rent rolls, S&P's
     adjusted valuation has decreased 6.1% since S&P's last
     review, based on a stressed in-trust LTV ratio of 117.3%.
     The decline is due primarily to lowered occupancy (79.6% per
     the November 2010 rent rolls).  S&P expect a minimal loss, if
     any, upon the eventual resolution of this loan.

Ratings Lowered

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2006-FL1
                Rating
Class    To               From       Credit enhancement (%)
K        CCC (sf)         B (sf)                       1.72
L        D (sf)           CCC (sf)                     0.00

Ratings Affirmed

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2006-FL1

Class         Rating              Credit enhancement (%)
A-1B          AAA (sf)                             96.16
A-2           AAA (sf)                             38.97
B             AAA (sf)                             31.37
C             AAA (sf)                             24.93
D             AA+ (sf)                             21.20
E             AA (sf)                              17.62
F             A+ (sf)                              14.76
G             A (sf)                               11.75
H             A- (sf)                               8.17
J             BB (sf)                               5.16
HM-1          BB+ (sf)                               N/A
X-2           AAA (sf)                               N/A

N/A-Not applicable.


KATONAH III: S&P Raises Rating on Classes of CDO Transactions
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B-1, B-2, C-1, C-2, D-1, and D-2 notes from Katonah III Ltd., a
collateralized loan obligation (CLO) transaction managed by
Sankaty Advisors LLC.  At the same time, S&P removed the ratings
on the class A, B-1, and B-2 notes from CreditWatch, where they
were placed with positive implications on Nov. 8, 2010.

The rating actions reflect the improved performance S&P have
observed in the deal since December 2009, when S&P lowered S&P's
ratings on all of the classes of notes following a review of the
transaction under S&P's updated criteria for rating corporate
collateralized debt obligations (CDOs).

At the time of S&P's last rating action, based on the Oct. 8,
2009 trustee report, the transaction was holding approximately
$41.46 million in defaulted obligations.  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 (O/C) ratio test
calculations. This, in combination with a $35.84 million dollar
paydown on the class A notes, benefited all O/C ratio tests.  The
class A O/C ratio increased to 143.56% as of Dec. 8, 2010, up from
132.65% as of Oct. 8, 2009.  The class D O/C test increased to
109.06% from 104.20% in the same period.  To date, the transaction
has paid down the class A notes to approximately 70% of their
original outstanding balance.

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

Rating Actions

Katonah III Ltd.
                 Rating
Class       To           From
A           AAA (sf)     AA+ (sf)/Watch Pos
B-1         AA- (sf)     BBB+ (sf)/Watch Pos
B-2         AA- (sf)     BBB+ (sf)/Watch Pos
C-1         BBB+ (sf)    B+ (sf)
C-2         BBB+ (sf)    B+ (sf)
D-1         BB- (sf)     CCC- (sf)
D-2         BB- (sf)     CCC- (sf)


KEYSTONE OWNER: Moody's Downgrades Rating on Four Tranches to 'C'
-----------------------------------------------------------------
Moody's Investors Service downgraded to C the ratings of four
tranches from a second lien RMBS transaction issued by Keystone
Owner Trust 1998-P2.  The collateral backing this deal primarily
consists of seasoned high LTV closed end second lien loans.

The actions are a due to the recent settlement of a class action
lawsuit against the trust in the state of Arkansas.  The amount
of the settlement, which takes effect on January 22, 2011, is
$6.9 million.  Under the settlement terms, the trust will pay the
entire $6.9 million settlement to the plaintiffs before paying
anything to the noteholders.  As a result, the remaining
collateral available to pay noteholders after fulfillment of the
settlement is commensurate with a C rating.

The RMBS trust was one of several RMBS-trust defendants in a class
action lawsuit in Arkansas brought by borrowers who claimed that
their mortgage loans violated state usury laws.  In March 2010,
the Arkansas circuit court entered a judgment against some of the
trusts for damages in the amount of two times the amount of
interest paid to the trusts by the affected borrowers, plus
additional prejudgment interest, and legal fees of the plaintiffs.
The settlement amount, which is less than the court-appointed
damages, drops the prejudgment interest and legal fees.

The principal methodology used in rating these notes was "Second
Lien RMBS Loss Projection Methodology: April 2010" rating
methodology published in April 2010.  Other methodologies and
factors that may have been considered in the process of rating
this issuer can also be found on Moody's website.

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: Keystone Owner Trust 1998-2

  * M-1, Downgraded to C; previously on April 21, 2010 Downgraded
    to Caa1 and Remained On Review for Possible Downgrade

  * M-2, Downgraded to C; previously on April 21, 2010 Downgraded
    to Caa1 and Remained On Review for Possible Downgrade

  * B-1, Downgraded to C; previously on April 21, 2010 Downgraded
    to Caa1 and Remained On Review for Possible Downgrade

  * B-2, Downgraded to C; previously on April 21, 2010 Downgraded
    to Caa1 and Remained On Review for Possible Downgrade


LATITUDE CLO: Moody's Raises Rating on $9.5 Mil. Notes to Caa3
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Latitude CLO I Ltd.:

  -- US$13,300,000 Class C Third Priority Deferrable Floating
     Rate Notes Due December 2017, Upgraded to B3 (sf); previously
     on November 23, 2010 Caa1 (sf) Placed Under Review for
     Possible Upgrade;

  -- US$9,500,000 Class D Fourth Priority Deferrable Floating
     Rate Notes Due December 2017, Upgraded to Caa3 (sf);
     previously on November 23, 2010 Ca (sf) Placed Under Review
     for Possible Upgrade.

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 transaction's
overcollateralization ratios since the rating action in September
2010.

Improvement in the credit quality is observed through an
improvement in the average credit rating and a decrease in the
proportion of securities from issuers rated Caa1/CCC+ and below.
In particular, as of the latest trustee report dated December 7,
2010, the weighted average rating factor is currently 2612
compared to 2800 in the July 2010 report, and securities rated
Caa1/CCC+ or lower make up approximately 5.7% of the underlying
portfolio versus 9.2% in July 2010.  Moody's also notes that the
overcollateralization ratios have been stable since the action in
September 2010.

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 balance of $238 million, defaulted par of $23 million, a
weighted average default probability of 27.62%, a weighted average
recovery rate upon default of 43.92%, 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.

Latitude CLO I Ltd., issued in December 2005, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.


LB-UBS COMMERCIAL: S&P Lowers Class S Certs. to 'D' From 'CCC-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
S commercial mortgage pass-through certificates from LB-UBS
Commercial Mortgage Trust 2004-C2 to 'D (sf)' from 'CCC- (sf)'.
LB-UBS 2004-C2 is a U.S. commercial mortgage-backed securities
(CMBS) transaction.
The downgrade follows a principal loss to the S class, which
was detailed in the Jan. 18, 2011, remittance report. The class
S certificate experienced a loss totaling 23.7% of its
$3.086 million beginning certificate balance.  The class T
certificates, which Standard & Poor's does not rate, lost 100% of
its $1.39 million opening balance.

According to the Jan. 18, 2011, remittance report, the
$2.1 million total principal loss to the trust resulted from the
liquidation of one asset that was with the special servicer, LNR
Partners Inc. (LNR).  The Creighton Commons asset, a 23,760-sq.-
ft. retail property in Pensacola, Fla., was transferred to the
special servicer on July 24, 2009, due to payment default.  The
asset had an outstanding balance of $3.1 million at the time of
liquidation. Based on the January 2011 remittance report data, the
loss severity was 67.5%.

As of the January 2011 remittance report, the collateral pool
consisted of 69 loans with an aggregate trust balance of
$856.3 million, down from 84 loans totaling $1.23 billion at
issuance.  As of the Jan. 14, 2011, remittance report, eight
assets, totaling $44.0 million (5.2%), were with the special
servicer.  To date, the trust has experienced losses on two assets
totaling $10.3 million. Based on the January 2011 remittance
report data, the loss severity for these two assets was
approximately 82.1%.


LEAF CAPITAL: DBRS Assigns 'BB' Rating on Class E-1 Notes
---------------------------------------------------------
DBRS has assigned provisional ratings to these classes issued by
LEAF Receivables Funding 6, LLC - Equipment Contract Backed Notes,
Series 2011-1:

  -- Series 2011-1, Class A Notes rated AAA (sf)
  -- Series 2011-1, Class B Notes rated AA (sf)
  -- Series 2011-1, Class C Notes rated 'A' (sf)
  -- Series 2011-1, Class D Notes rated BBB (sf)
  -- Series 2011-1, Class E-1 Notes rated BB (sf)
  -- Series 2011-1, Class E-2 Notes rated B (low) (sf)


MACH ONE: Fitch Affirms 'Csf' Rating on Three Class Certificates
----------------------------------------------------------------
Fitch Ratings downgraded 11 and affirmed three classes issued by
MACH ONE 2004-1, LLC., as a result of negative credit migration.

Since Fitch's last rating action in March 2010, approximately
25.4% of the portfolio has been downgraded.  Currently, 56.6% has
a Fitch derived rating below investment grade and 15.3% has a
rating in the 'CCC' rating category or lower, compared to 38.7%
and 2.8% at last review.  The class A-2 notes have paid in full
and the class A-3 notes have received $11.9 million in paydowns
since the last review.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model for projecting future default levels
for the underlying portfolio.  The Rating Loss Rates were then
compared to the credit enhancement of the classes.  Based on this
analysis, the credit enhancement for the classes A-3 through H
notes are generally consistent with the ratings assigned below.

For classes J through O, Fitch analyzed the class' sensitivity to
the default of the distressed assets and assets with interest
shortfalls.  Given the high probability of default of these assets
and the expected limited recovery prospects upon default, class J
has been downgraded to 'CCsf', indicating default is probable.
Similarly, classes K through L have been downgraded to 'Csf' and
classes M through O have been affirmed at 'Csf', indicating
default is inevitable.

The Negative Outlook on the class A-3 through G 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.

Additionally, Fitch has withdrawn the rating of the interest-only
class X.

MACH ONE 2004-1 is a static Re-REMIC backed by CMBS B-pieces that
closed July 28, 2004.  The transaction is collateralized by 41
assets from 30 obligors from the 1996 through 2003 vintages.

Fitch has taken the following actions, including assigning LS
ratings and revising Outlooks, for these classes as indicated:

  * $0 class A-2 'PIFsf';
  * $134,975,851 class A-3 downgraded to 'AAsf/LS3' from
    'AAAsf/LS3'; Outlook Negative;
  * Interest-only class X 'WD';
  * $51,460,000 class B downgraded to 'BBBsf/LS4' from 'Asf/LS3';
    Outlook Negative;
  * $10,453,000 class C downgraded to 'BBBsf/LS5' from 'Asf/LS5';
    Outlook Negative;
  * $28,142,000 class D downgraded to 'BBsf/LS5' from 'BBBsf/LS4';
    Outlook Negative;
  * $7,236,000 class E downgraded to 'BBsf/LS5' from 'BBBsf/LS5';
    Outlook Negative;
  * $17,689,000 class F downgraded to 'Bsf/LS5' from 'BBB-sf/LS5';
    Outlook Negative;
  * $15,277,000 class G downgraded to 'Bsf/LS5' from 'BBsf/LS5';
    Outlook Negative;
  * $14,473,000 class H downgraded to 'CCCsf from 'BBsf/LS5';
  * $17,689,000 class J downgraded to 'CCsf' from 'Bsf/LS5';
  * $8,844,000 class K downgraded to 'Csf' from 'Bsf/LS5';
  * $8,044,000 class L downgraded to 'Csf' from 'CCCsf';
  * $8,844,000 class M affirmed at 'Csf';
  * $6,432,000 class N affirmed at 'Csf';
  * $6,432,000 class O affirmed at 'Csf'.


MAMMOTH LAKES: S&P Affirms 'BB' Rating on COPs, Outlook Developing
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long-term
rating and underlying rating (SPUR) on Mammoth Lakes, Calif.'s
certificates of participation (COPs).  The outlook is developing.

"We base the developing outlook on what we see as the continued
high degree of uncertainty and credit risk associated with Mammoth
Lakes' recent $30 million adverse appellate court judgment as well
as the town's continued consideration of bankruptcy as an option
to its current fiscal situation," said Standard & Poor's credit
analyst Sussan Corson.

Mammoth Lakes plans to appeal the judgment with the California
Supreme Court; if it is unsuccessful in reversing the judgment,
S&P believe this will put significant fiscal strain on the
municipality.  The judgment on the town-filed appeal confirms a
previous trial court judgment, which could obligate Mammoth Lakes
to pay $30 million plus legal expenses, or about 200% of its
annual general fund budget.  If the town actually avails itself of
protection under the bankruptcy code, Standard & Poor's could
lower the rating.   Should the town reduce its significant
liability due to the judgment and relieve fiscal strain on the
general fund through an appeal to the California Supreme Court
or by settling the dispute and issuing judgment obligation bonds,
Standard & Poor's could consider restoring the rating to
investment-grade.

The COPs rating reflects S&P's assessment of Mammoth Lakes'
covenant to budget and appropriate lease payments, annual
appropriation risk, and the general credit characteristics of the
town.

The town's general credit characteristics include what S&P
consider:

Its high degree of exposure to a $30 million trial and appellate
court judgment, related to an alleged breach of contract of an
airport development agreement, including associated legal fees;
andAn economy and general fund revenue structure that is highly
dependent on tourism and environmental factors.  Partially
offsetting S&P's assessment of these credit strengths is S&P's
opinion of the town's:

Historically strong unreserved fund balances and contingency
reserves that S&P believe have acted as an important buffer to
declines in tourism and recent litigation costs; and
Good income levels.  The COPs outstanding represent an interest in
lease payments from the town, as lessee, to the Mammoth Lakes
Municipal Services Corp., a nonprofit, public-benefit corporation,
as lessor, for the use and possession of the leased assets.  In
the lease, the town covenants to budget and appropriate lease
payments through the COPs' term.

Mammoth Lakes is 250 miles east of San Francisco in Mono County in
the eastern Sierra Nevada Mountains at an elevation of 7,000 feet;
it is generally known for its very large and popular Mammoth
Mountain Ski Resort.  The town has a permanent population of about
7,800, but officials estimate its peak population swells to more
than 35,000 in the ski season.  A ski resort, Mammoth Mountain Ski
Area, dominates the local economy.


MARIA PHARMA: Sizable Debt Burden Cues Fitch to Hold BB+ Ratings
----------------------------------------------------------------
As part of ongoing surveillance, Fitch Ratings has affirmed at
'BB+' these bonds issued on behalf of Maria Parham Healthcare
Association (MP):

   * $15,595,000 North Carolina Medical Care Commission (NC)
     hospital revenue bonds series 2003;

   * $29,990,000 North Carolina Medical Care Commission (NC)
     hospital revenue bonds series 2003.

Unenhanced rating.  These bonds are insured by Radian Asset
Assurance Inc, whose Insurer Financial Strength is not rated by
Fitch.

The Rating Outlook is Stable.

The 'BB+' rating affirmation reflects MP's sizable debt burden and
light debt service coverage, modest operating profitability and
weak liquidity metrics as compared to 'BBB' medians.  At fiscal
year end, MP had $44.2 million of long term, fixed rate debt.
Maximum annual debt service of $4.2 million equated to 4.4% of
unaudited fiscal 2010 revenues which is high as compared to
Fitch's 'BBB' median of 3.5%.  Coverage of MADS in fiscal 2008,
2009 and 2010 was 1.7 times(x), 1.8x and 2.1x, respectively which
is weaker than the 2010 'BBB' median of 2.5x.

Operating profitability, although improving, has been modest.
In fiscal 2010 MP generated operating income of $681,000 on
$93.7 million in total revenues compared to 'breakeven' results
in 2009 and a $610,000 operating loss in 2008.  Similarly, the
operating EBITDA margin improved in fiscal 2010 to 8.3% from 8%
in the prior year.  Management expects further improvement in
profitability in 2011 due to the full year benefit of the
hospital's reclassification to Medicare Dependent Hospital
status, effective in Dec 2009.

Fitch believes additional improvement in operating profitability
has been constrained by MP's weak service area characteristics
which have consistently reported unemployment rates, median income
levels, and poverty rates weaker than state and national averages.
As a result, Medicaid and self pay payors in fiscal 2010 accounted
for a high 17.4% and 9.4% of gross revenues, respectively.
Moreover, bad debt expense equated to 16.1% of total revenues as
compared the 'BBB' median of 6.5%.

At Sept 30, 2010, unrestricted cash and investments totaled
$26.2 million, which is up over 50% since fiscal year end 2007.
While MP's days cash on hand at FYE 2010 of 129.7 compares
favorably to Fitch's 'BBB' median of 122.2, MP's cash to debt
and cushion ratios of 59.1% and 6.3x, respectively, are weak as
compared to the respective 'BBB' category medians of 75.9% and
8.5x.  The Stable Outlook reflects Fitch's expectation that MP
will continue to generate incremental improvement in operating
performance over the next 12 months which should further improve
the corporation's liquidity position and moderate leverage.
Management has estimated routine capital needs to be around
$4 million which are expected to be funded through operations.

Maria Parham Healthcare Association serves as the parent
corporation and controls operations at the only other member of
the obligated group, Maria Parham Medical Center.  Maria Parham
Medical Center is a 102-licensed bed acute care hospital located
in Henderson, NC, approximately 45 miles north of Raleigh. Total
annual revenue for the consolidated organization equaled
$94 million in unaudited fiscal 2010, of which $88.5 million
was generated by the medical center.


MERRILL LYNCH: S&P Lowers Rating on Class K Certificates to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D (sf)'
from 'CCC- (sf)' on the class K commercial mortgage pass-through
certificates from Merrill Lynch Mortgage Trust's series 2005-MCP1,
a U.S. commercial mortgage-backed securities (CMBS) transaction.

The downgrade follows a principal loss to the K class, which the
Jan. 12, 2011, remittance report detailed. The class K certificate
experienced a loss totaling 14.6% of its $8.7 million beginning
certificate balance, and class L lost 100% of its $2.2 million
opening balance.

Per Midland Loan Services Inc. ('Midland'), the special servicer,
a principal loss of $3.4 million occurred when it sold the
judgment of foreclosure for the Plaza del Mar loan on Dec. 23,
2010.  The loan was transferred to Midland on Feb. 2, 2009, due to
imminent default, as a result of reduced occupancy that compelled
the borrower to fund debt service out-of-pocket, and the
borrower's request for a modification.  The property is a 32,072-
sq.-ft. neighborhood shopping center located in Fort Lauderdale,
Fla.  The total exposure was $7.4 million at the time of
liquidation. Based on the January 2011 remittance report, the loss
severity was 46.5%.

As of the January 2011 remittance report the collateral pool
consisted of 101 loans with an aggregate trust balance of
$1.35 billion, down from 111 loans totaling $1.74 billion at
issuance. Eleven assets totaling $143.7 million (10.7%) were with
the special servicer.  To date, the trust has experienced losses
on seven loans totaling $21.1 million. Based on the January 2011
remittance report data, the weighted average loss severity for
these seven assets was approximately 40.3% (based on the asset
balance at the time of disposition).


MERRILL LYNCH: Unemployment Condition Cues Moody's to Junk Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 15 tranches
issued by Merrill Lynch Alternative Note Asset Trust, Series 2007-
F1.  The collateral backing these deals primarily consists of
first-lien, fixed rate Alt-A residential mortgages.

Issuer: Merrill Lynch Alternative Note Asset Trust, Series 2007-F1

  * Cl. 1-A1, Downgraded to Caa1 (sf); previously on Jan. 14, 2010
    B3 (sf) Placed Under Review for Possible Downgrade

  * Cl. 1-A2, Downgraded to Ca (sf); previously on Jan. 14, 2010
    Caa3 (sf) Placed Under Review for Possible Downgrade

  * Cl. 2-A1, Downgraded to Caa2 (sf); previously on Jan. 14, 2010
    Caa1 (sf) Placed Under Review for Possible Downgrade

  * Cl. 2-A2, Downgraded to Caa2 (sf); previously on Jan. 14, 2010
    Caa1 (sf) Placed Under Review for Possible Downgrade

  * Cl. 2-A3, Downgraded to Caa2 (sf); previously on Jan. 14, 2010
    Caa1 (sf) Placed Under Review for Possible Downgrade

  * Cl. 2-A4, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
    Caa2 (sf) Placed Under Review for Possible Downgrade

  * Cl. 2-A5, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
    Caa2 (sf) Placed Under Review for Possible Downgrade

  * Cl. 2-A6, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
    Caa2 (sf) Placed Under Review for Possible Downgrade

  * Cl. 2-A7, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
    Caa2 (sf) Placed Under Review for Possible Downgrade

  * Cl. 2-A8, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
    Caa2 (sf) Placed Under Review for Possible Downgrade

  * Cl. 2-A9, Downgraded to Caa3 (sf); previously on Jan. 14, 2010
    Caa2 (sf) Placed Under Review for Possible Downgrade

  * Cl. 2-A10, Downgraded to C (sf); previously on Jan. 14, 2010
    Ca (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

  * Cl. IO-1, Downgraded to Caa1 (sf); previously on Jan. 14, 2010
    B3 (sf) Placed Under Review for Possible Downgrade

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

The actions are a result of the continued performance
deterioration in Alt-A pools in conjunction with home price and
unemployment conditions that remain under duress.  The actions
reflect Moody's updated loss expectations on Alt-A pools issued
from 2005 to 2007.

To assess the rating implications of the updated loss levels on
Alt-A RMBS, each individual pool was run through a variety of
scenarios in the Structured Finance Workstation, 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 principal methodology used in these ratings was "Alt-A RMBS
Loss Projection Update: February 2010" published in February 2010.

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.  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.  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.


MORGAN STANLEY: Fitch Lowers Ratings on 15 Classes of Certificates
------------------------------------------------------------------
Fitch Ratings downgraded 15 classes of Morgan Stanley Capital I
Trust 2006-HQ10, 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 9.6% of the remaining pool;
expected losses of the original pool are at 9.2%.  Fitch has
designated 40 loans as Fitch Loans of Concern, which includes 13
specially serviced loans.  Fitch expects classes G thru P may be
fully depleted from losses associated with the specially serviced
assets and class F will also be impacted.

The largest contributor's to loss consist of two (8%) top 15 loans
and an additional specially serviced loan (1.2%).

The largest contributor to loss (5.3%) is a portfolio of three
cross-collateralized and cross-defaulted loans secured by two
retail properties and one office property totaling 329,999 square
feet located in Scottsdale, AZ.  The portfolio has suffered from
significant declines in occupancy since issuance resulting in
reduced cash flow.  As of the September 2010 rent roll, the
consolidated occupancy for the portfolio was 78.5% down from 92%
at issuance.  The most recent servicer reported debt service
coverage ratio was 1.05 times as of year-end 2009, a decrease from
1.55x at origination.

The second largest contributor to loss (2.7%) is collateralized by
a 272,136 sf retail property in Shreveport, LA.  The loan was
transferred to special servicing in September 2009.  The property
suffered significant declines in occupancy mostly attributed to
the bankruptcies and vacating of Linens N Things and Circuit
City in 2008 and 2009; respectively.  The special servicer is
proceeding forward with non-judicial foreclosure while continuing
negotiations for forbearance or a discounted payoff.  The most
recent servicer-reported occupancy and DSCR as of June 30, 2010
were 56% and 0.68x.

The third largest contributor to loss (1.2%) is secured by a
57,028 sf retail property located in North Las Vegas, Nevada.  The
loan was transferred to special servicing in July 2009.  The
decline in performance was a result of decreased occupancy and
current market conditions.  A receiver is in place and operating
the property.  The special servicer has filed the foreclosure
notice of default.  As of November 2010, the most recent servicer-
reported occupancy and DSCR were 39% and 0.25x.

Fitch downgrades, revises LS ratings, Outlooks, and assigns
Recovery Ratings to these classes:

  * $119.3 million class A-J to 'BBB-/LS4' from 'AA/LS3' from
    'AAA'; Outlook to Stable from Negative;
  * $31.7 million class B to 'BB/LS5' from 'A/LS5'; Outlook to
    Stable from Negative;
  * $16.8 million class C to 'B/LS5' from 'BBB-/LS5; Outlook
    Negative;
  * $22.4 million class D to 'B-/LS5' from 'BB/LS5'; Outlook
    Negative;
  * $16.8 million class E to 'B-/LS5' from 'BB/LS5'; Outlook
    Negative;
  * $18.6 million class F to 'CCC/RR1' from 'B/LS5';
  * $18.6 million class G to 'C/RR6' from 'B-/LS5';
  * $13 million class H to 'C/RR6' from 'B-/LS5';
  * $5.6 million class J to 'C/RR6' from 'B-/LS5';
  * $3.7 million class K to 'C/RR6' from 'B-/LS5';
  * $3.7 million class L to 'C/RR6' from 'B-/LS5';
  * $3.7 million class M to 'C/RR6' from 'B-/LS5';
  * $1.8 million class N to 'C/RR6' from 'B-/LS5';
  * $5.6 million class O to 'C/RR6' from 'B-/LS5'.

Additionally, Fitch affirms these classes and revises LS ratings:

  * $76.5 million class A-1A at 'AAA/LS2'; Outlook Stable;
  * $88.1 million class A-2 at 'AAA/LS2; Outlook Stable;
  * $62.9 million class A-3 at 'AAA/LS2'; Outlook Stable;
  * $610.2 million class A-4 at 'AAA/LS2'; Outlook Stable;
  * $150 million class A-4FL at 'AAA/LS2'; Outlook Stable;
  * $70.9 million class A-4FX at 'AAA/LS2'; Outlook Stable;
  * $149.1 million class A-M at 'AAA/LS4'; Outlook Stable.

Fitch does not rate the $11 million class P. Class A-1 has paid in
full.

Fitch withdraws the ratings on the interest-only classes X-1 and
X-2.


MORGAN STANLEY: S&P Lowers Rating on CMBS Transaction to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
Q commercial mortgage pass-through certificates from Morgan
Stanley Capital I Trust 2005-HQ7, a U.S. commercial mortgage-
backed securities (CMBS) transaction, to 'D (sf)' from 'CCC-
(sf)'.

The downgrade follows a principal loss to the class, which was
detailed in the Jan. 14, 2011, remittance report.  The class Q
certificate experienced a loss totaling 51.42% of its
$9.78 million beginning certificate balance.  The class S
certificates, which Standard & Poor's does not rate, lost 100%
of its $3.26 million opening balance.

According to the Jan. 14, 2011, remittance report, the
$8.3 million total principal loss to the trust resulted from
the liquidation of three assets that were with the special
servicer, C-III Asset Management LLC (C-III).  Details of the
three assets are as follows:

  -- The Canton Center Crossing asset is a 50,630 sq.-ft. retail
     property in Canton, Mich., that was transferred to the
     special servicer on Aug. 4, 2009, due to payment default.
     The asset had an outstanding balance of $6.3 million
     at the time of liquidation.  Based on the January 2011
     remittance report data, the loss severity was 87.5%.

  -- The Prescott Valley Commercial 2nd Street Plaza asset is a
     21,744 sq.-ft. retail property in Prescott Valley, Ariz.,
     that was transferred to the special servicer on May 11, 2009,
     due to payment default.  The asset had an outstanding balance
     of $2.3 million at the time of liquidation. Based on the
     January 2011 remittance report data, the loss severity was
     70.9%.

  -- The Towne Plaza asset is a 14,260 sq.-ft. retail property in
     Pooler, Ga., that was transferred to the special servicer on
     June 4, 2009, due to payment default.  The asset had an
     outstanding balance of $2.0 million at the time of
     liquidation.  Based on the January 2011 remittance report
     data, the loss severity was 60.7%.

As of the January 2011 remittance report, the collateral pool
consisted of 260 loans with an aggregate trust balance of
$1.76 billion, down from 278 loans totaling $1.96 billion at
issuance.  As of the Jan. 14, 2011 remittance report, 16 assets,
totaling $80.5 million (4.6%), are with the special servicer.
To date, the trust has experienced losses on 12 assets totaling
$34.5 million.  Based on the January 2011 remittance report data,
the loss severity for these four assets was approximately 63.5%.


MORGAN STANLEY: S&P Lowers Ratings on 14 CMBS Pass-Through Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 14
classes of commercial mortgage-backed securities (CMBS) pass-
through certificates from Morgan Stanley Capital I Inc.'s series
2005-RR6 (MSC 2005-RR6), a U.S. resecuritized real estate
mortgage investment conduit (re-REMIC) transaction.  S&P removed
five of the lowered ratings from CreditWatch with negative
implications.  At the same time, S&P withdrew its rating on class
X, an interest-only class.

The downgrades primarily reflect S&P's analysis following interest
shortfalls to the transaction.  S&P also considered the potential
for additional classes to experience interest shortfalls in the
future.  The downgrades also reflect S&P's analysis of the
transaction following S&P's rating actions on the underlying
CMBS that collateralize MSC 2005-RR6.  The downgraded rated CMBS
are from six transactions and total $50.8 million (12.2% of the
total asset balance).

The class X certificate is an interest-only certificate with a
balance that references the aggregate certificate balances of the
principal and interest certificates.  S&P withdrew S&P's rating on
class X, as S&P downgraded all of the interest and principal
classes of certificates from this transaction below 'AA-'
according to S&P's criteria.

According to the Dec. 24, 2010, trustee report, cumulative
interest shortfalls to the transaction totaled $1.3 million
affecting class E and the classes subordinate to it.  The interest
shortfalls resulted from interest shortfalls on eight of the
underlying CMBS transactions primarily due to the master
servicer's recovery of prior advances, appraisal subordinate
entitlement reductions (ASERs), servicers' nonrecoverability
determinations for advances, and special servicing fees.  S&P
lowered its ratings on classes G, H, J, and K to 'D (sf)' due to
interest shortfalls that S&P expects will continue for the
foreseeable future. If the interest shortfalls to MSC 2005-RR6
continue, S&P will evaluate the shortfalls and may take further
rating actions as S&P determines appropriate.

S&P placed the ratings on classes A-2FX through AJ on CreditWatch
negative on Jan. 18, 2010, according to the counterparty criteria
update publication.  S&P removed the affected ratings from
CreditWatch negative, as all of the ratings are now at or below
the issuer credit rating assigned to the swap counterparty in the
transaction, Morgan Stanley Capital Services Inc. (Morgan Stanley,
A/Negative/A-1).

According to the Dec. 24, 2010 trustee report, 69 CMBS classes
($417.3 million, 100%) from 45 distinct transactions issued
between 1996 and 2005 collateralize MSC 2005-RR6.  S&P's analysis
of MSC 2005-RR6 reflected the transaction's exposure to the
following CMBS certificates that Standard & Poor's has downgraded:

  -- PNC Mortgage Acceptance Corp series 2000-C2 (classes J, K,
     and M; $24.9 million, 6.0%);

  -- LB-UBS Commercial Mortgage Trust series 2000-C5 (classes G
     and F; $9.0 million, 2.2%); and

  -- Morgan Stanley Capital I Trust series 2004-HQ4 (class J;
     $6.4 million, 1.5%).

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

Ratings Lowered and Removed from CreditWatch Negative

Morgan Stanley Capital I Inc.
Commercial mortgage-backed securities pass-through certificates
series
2005-RR6
                           Rating
Class            To                     From
A-2FX            A (sf)                 AAA (sf)/Watch Neg
A-2FL            A (sf)                 AAA (sf)/Watch Neg
A-3FX            A (sf)                 AAA (sf)/Watch Neg
A-3FL            A (sf)                 AAA (sf)/Watch Neg
A-J              BBB (sf)               A+ (sf)/Watch Neg

Ratings Lowered

Morgan Stanley Capital I Inc.
Commercial mortgage-backed securities pass-through certificates
series
2005-RR6
                       Rating
Class            To               From
B                BB- (sf)        BBB+ (sf)
C                B (sf)          BBB- (sf)
D                B- (sf)         BB+ (sf)
E                CCC- (sf)       BB (sf)
F                CCC- (sf)       B+ (sf)
G                D (sf)          CCC- (sf)
H                D (sf)          CCC (sf)
J                D (sf)          CCC- (sf)
K                D (sf)          CCC- (sf)

Rating Withdrawn

Morgan Stanley Capital I Inc.
Commercial mortgage-backed securities pass-through certificates
series
2005-RR6

                     Rating
Class            To              From
X                NR              AAA (sf)/Watch Neg

NR-Not rated.


MULTI SECURITY: S&P Lowers Ratings on Six CMBS Pass-Through Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of commercial mortgage-backed securities (CMBS) pass-
through certificates from Multi Security Asset Trust L.P.'s series
2005-RR4 (MSAT 2005-RR4), a U.S. resecuritized real estate
mortgage investment conduit (re-REMIC) transaction.  At the same
time, S&P affirmed its ratings on 11 classes from the same
transaction.

The downgrades and affirmations primarily reflect S&P's analysis
of the transaction following interest shortfalls to the trust.
S&P also considered the potential for additional classes to
experience interest shortfalls in the future.

According to the Dec. 30, 2010 trustee report, cumulative interest
shortfalls to the transaction totaled $5.4 million affecting class
K and the classes subordinate to it.  The interest shortfalls
primarily resulted from interest shortfalls on three of the
underlying CMBS transactions due to the master servicer's recovery
of prior advances, appraisal subordinate entitlement reductions
(ASERs), servicers' nonrecoverability determinations for advances,
and special servicing fees.  S&P lowered its rating on class O to
'D (sf)' from 'CCC- (sf)' due to interest shortfalls that S&P
expects will continue for the foreseeable future.  In addition, it
is S&P's understanding that the interest shortfalls also reflect
the distribution of interest proceeds collected by the trust to
reimburse the seller of the underlying collateral.  According to
the Dec. 1, 2010 trustee report, $578,832 of interest proceeds
were reimbursed to the seller, resulting in interest shortfalls up
to the class H certificates.  Although some of the interest
shortfalls were repaid as of the Dec. 30, 2010 trustee report, S&P
will evaluate any future interest shortfalls and may take further
rating actions as S&P determines appropriate.

According to the Dec. 30, 2010 trustee report, MSAT 2005-RR4 was
collateralized by 30 CMBS classes ($495.4 million, 100%) from 13
distinct transactions issued betS&Pen 1998 and 2001.

Standard & Poor's analyzed MSAT 2005-RR4 and its underlying
collateral according to S&P's current criteria. S&P's analysis is
consistent with the lowered and affirmed ratings.

Ratings lowered

Multi Security Asset Trust L.P.
US$740.566 mil commercial mortgage-backed securities pass-through
certificates
series 2005-RR4

                       Rating
Class    To           From
H        B+ (sf)      BB (sf)
J        B- (sf)      B+ (sf)
K        CCC (sf)     B (sf)
L        CCC- (sf)    B- (sf)
M        CCC- (sf)    CCC+ (sf)
O        D (sf)       CCC- (sf)

Ratings Affirmed

Multi Security Asset Trust L.P.
US$740.566 mil commercial mortgage-backed securities pass-through
certificates
series 2005-RR4

Class    Rating
A-2      AA- (sf)
A-3      AA- (sf)
B        BBB+ (sf)
C        BBB+ (sf)
D        BBB (sf)
E        BBB- (sf)
F        BBB- (sf)
G        BB+ (sf)
N        CCC- (sf)
X1       AAA (sf)
X2       AAA (sf)


NOB HILL: Improved Credit Quality Cues Moody's to Upgrade Ratings
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of these notes
issued by Nob Hill CLO II, Limited:

  * US$263,700,000 Class A-1 Floating Rate Notes Due 2022
    (current balance of $252,422,601), Upgraded to Aa2 (sf);
    previously on April 13, 2010 Upgraded to A1 (sf);

  * US$22,000,000 Class B Floating Rate Notes Due 2022, Upgraded
    to Baa2 (sf); previously on May 19, 2010 Upgraded to Baa3
    (sf);

  * US$20,000,000 Class C Deferrable Floating Rate Notes Due
    2022, Upgraded to Ba2 (sf); previously on May 19, 2010
    Upgraded to Ba3 (sf);

  * US$17,000,000 Class D Deferrable Floating Rate Notes Due
    2022, Upgraded to B3 (sf); previously on November 23, 2010
    Caa2 (sf) Placed Under Review for Possible Upgrade;

  * US$17,000,000 Class E Deferrable Floating Rate Notes Due
    2022 (current balance of $15,097,663), Upgraded to Caa3 (sf);
    previously on November 23, 2010 Ca (sf) Placed Under Review
    for Possible Upgrade.

According to Moody's, the rating actions taken on the notes result
primarily from improvement in the credit quality of the underlying
portfolio and increase in the overcollateralization ratios of the
rated notes since the rating action in May 2010.

The deal has benefited from improvement in the credit quality of
the underlying portfolio since the rating action in May 2010.
Based on the December 2010 trustee report, the weighted average
rating factor is 3054 compared to 3292 in April 2010, and
securities rated Caa1 and below or CCC+ and below make up
approximately 13.7% of the underlying portfolio versus 14.8% in
April 2010.  The deal also experienced a decrease in defaults.  In
particular, the dollar amount of defaulted securities has
decreased to $14.7 million from approximately $25.8 million in
April 2010.

Moody's also notes that the overcollateralization ratios of the
rated notes have improved.  As of the latest trustee report dated
December 13, 2010, the Class A/B, Class C, Class D, and Class E
overcollateralization ratios are reported at 121.08%, 113.60%,
107.93%, and 103.36%, respectively, versus April 2010 levels of
120.05%, 112.63%, 107.01%, and 102.26%, respectively.  The Class E
overcollateralization ratio has increased in part due to a turbo
feature in the deal whereby excess interest is diverted to delever
the Class E Notes in the event of a Class E overcollateralization
ratio test failure.

Furthermore, Moody's adjusted overcollateralization ratios of the
rated notes have increased more than trustee reported ratios since
the rating action in May 2010 due to a decrease in the percentage
of securities with Ca or C ratings. Moody's treated these Ca or C-
rated securities as defaulted securities in the rating action in
May 2010 but is currently treating them as performing securities
as they are no longer Ca or C-rated following corporate ratings
upgrades.

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 balance of $366 million, defaulted par of $18.7 million,
a weighted average default probability of 32.67%, a weighted
average recovery rate upon default of 41.48%, and a diversity
score of 53.  These default and recovery properties of the
collateral pool are incorporated in Moody's 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.

Nob Hill CLO II, Limited issued on June 6, 2007, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.


PACIFICA CDO: Moody's Upgrades Rating on $19 Mil. Notes to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Pacifica CDO V, Ltd.:

  * US$19,000,000 Class D Secured Deferrable Floating Rate
    Notes Due January 26, 2020, Upgraded to Caa3 (sf); previously
    on November 23, 2010 Ca (sf) Placed Under Review for Possible
    Upgrade;

  * US$500,000 Type I Composite Notes Due January 26, 2020
    (current Rated Balance of $313,660), Upgraded to Ba3 (sf);
    previously on August 31, 2009 Downgraded to B1 (sf).

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 transaction's
overcollateralization ratios since the rating action in August
2009.  In addition, the rating action on the Type I Composite
Notes reflects the reduction of the Rated Balance of the notes
as a result of distributions to the underlying components.

Improvement in the credit quality is observed through an
improvement in the average credit rating and a decrease in the
proportion of securities from issuers rated Caa1/CCC+ and below.
In particular, as of the latest trustee report dated December 2,
2010, the weighted average rating factor is currently 2587
compared to 3039 in the August 2009 report, and securities rated
Caa1/CCC+ or lower make up approximately 10.0% of the underlying
portfolio versus 18.9% in August 2009.  Additionally, defaulted
securities total about $27 million of the underlying portfolio
compared to $39 million in August 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 121.8%, 112.3%, 107.4%, and 102.8%, respectively,
versus August 2009 levels of 113.6%, 104.9%, 100.3%, and 95.9%,
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 balance of $446 million, defaulted par of $30 million, a
weighted average default probability of 27.29%, a weighted average
recovery rate upon default of 44.15%, 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.

Pacifica CDO V, Ltd., issued in January of 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodologies used in this rating were "Moody's
Approach to Rating Collateralized Loan Obligations" published in
August 2009 and "Using the Structured Note Methodology to Rate CDO
Combo-Notes" published in February 2004.

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

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.


PPLUS TRUST: S&P Raises $25MM Class A & B Certs Ratings to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on PPLUS
Trust Series LTD-1's $25 million class A and B certificates to
'BB+' from 'BB'.

The ratings on the class A and B certificates are dependent on the
rating on the underlying security, Limited Brands Inc.'s 6.95%
debentures due March 1, 2033 ('BB+').

The upgrades reflect the Jan. 13, 2011, raising of S&P's rating on
the underlying security to 'BB+' from 'BB'.  S&P may take
subsequent rating actions on the callable units due to changes in
S&P's rating assigned to the underlying security.


PPM GRAYHAWK: Moody's Upgrades Rating on Six Class Notes
--------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by PPM Grayhawk CLO, Ltd.:

  -- US$64,000,000 Class A-1 Senior Notes Due 2021 Notes
     (current balance of $61,465,085.42), Upgraded to Aa3(sf);
     previously on October 5, 2009 Downgraded to A1(sf);

  -- US$50,000,000 Class A-2b Senior Notes Due 2021 Notes,
     Upgraded to A1(sf); previously on October 5, 2009 Downgraded
     to A2(sf);

  -- US$16,000,000 Class A-3 Senior Notes Due 2021 Notes,
     Upgraded to Baa1(sf); previously on October 5, 2009
     Downgraded to Baa2(sf);

  -- US$22,000,000 Class B Deferrable Mezzanine Notes Due 2021
     Notes, Upgraded to Ba1(sf); previously on October 5, 2009
     Downgraded to Ba2(sf);

  -- US$14,000,000 Class C Deferrable Mezzanine Notes Due 2021
     Notes, Upgraded to B2(sf); previously on Nov 23, 2010
     Caa2(sf) Placed Under Review for Possible Upgrade;

  -- US$14,450,000 Class D Deferrable Mezzanine Notes Due 2021
     Notes (current balance of $10,388,091.26), Upgraded to
     Caa3(sf); previously on November 23, 2010 Ca(sf) Placed Under
     Review for Possible Upgrade.

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 transaction's
overcollateralization ratios since the rating action in October
2009.  Moody's view, these positive developments coincide with
reinvestment of sale proceeds into substitute assets with higher
par amounts and higher ratings.

Improvement in the credit quality is observed through an
improvement in the average credit rating and a decrease in the
proportion of securities from issuers rated Caa1 and below.  In
particular, as of the latest trustee report dated December 9,
2010, the weighted average rating factor is currently 2669
compared to 3017 in the August 2009 report, and securities rated
Caa1or lower make up approximately 4.5% of the underlying
portfolio versus 10.9% in August 2009.  Additionally, defaulted
securities has been reduced to zero compared to $22 million in
August 2009.

The overcollateralization ratios of the rated notes have also
improved since the rating action in October 2009.  The Class A,
Class B, Class C and Class D overcollateralization ratios are
reported at 118.413%, 110.741%, 106.356% and 103.320%,
respectively, versus August 2009 levels of 114.632%, 107.205%,
102.960% and 99.571%, respectively, and all related
overcollateralization tests are currently in compliance.  In
particular, the Class D overcollateralization ratio has increased
due to the diversion of excess interest to delever the Class D
notes in the event of a Class D overcollateralization test
failure.  Since the last rating action in October 2009,
$1.6 million of interest proceeds has reduced the outstanding
balance of the Class D Notes by 14%.  Moody's also notes that the
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 balance of $375.3 million, defaulted par of $1.6 million,
a weighted average default probability of 29.54%, a weighted
average recovery rate upon default of 43.72%, and a diversity
score of 77.  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.

PPM Grayhawk CLO, Ltd., issued in April 2007, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.


RIVERSOURCE INVESTMENTS: S&P Removes 3 Ratings From CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, D, and E notes from Cent CDO 12 Ltd., a collateralized loan
obligation (CLO) transaction managed by RiverSource Investments
LLC.  At the same time, S&P removed three of those ratings from
CreditWatch with positive implications.  In addition, S&P affirmed
S&P's rating on the class A notes from the same transaction.

The upgrades reflect the improved performance S&P have observed in
the transaction's underlying asset portfolio since October 2009.
At that time, S&P lowered the ratings on all classes of notes
following a review of the transaction under S&P's updated criteria
for rating corporate collateralized debt obligations.

At the time of S&P's last rating action, the transaction held
approximately $42.6 million in defaulted obligations and
$56.5 million in assets from obligors with a rating in the 'CCC'
range, according to the Sept. 10, 2009, trustee report.  Since
that time, a number of defaulted obligors with assets held in the
deal emerged from bankruptcy, with some receiving proceeds that
were higher than their carrying value in the overcollateralization
(O/C) ratio test calculation, which benefited the transaction's
O/C ratios.  The class A/B senior O/C ratio increased to 122.4% as
of Dec. 10, 2010, from 121.0% as of Sept. 10, 2009.

As of Dec. 10, 2010, Cent CDO 12 Ltd. held $5.3 million in
defaulted obligations and $29.4 million in assets from underlying
obligors with ratings in the 'CCC' range.  The transaction is
passing all O/C tests.

S&P will continue to review its ratings on the notes and assess
whether, in S&P's view, the ratings remain consistent with the
credit enhancement available to support them and take Rating
Actions as S&P deems necessary.

Rating and CreditWatch Actions

Cent CDO 12 Ltd.
                           Rating
Class                   To           From
B                       AA- (sf)     A+ (sf)/Watch Pos
C                       A (sf)       BBB+ (sf)/Watch Pos
D                       BBB (sf)     BB+ (sf)/Watch Pos
E                       BB (sf)      B+ (sf)

Rating affirmed

Cent CDO 12 Ltd.
Class            Rating
A                AA+ (sf)


(SATURNS) LTD: S&P Raises Rating on $25MM Callable Units to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Structured
Asset Trust Unit Repackagings (SATURNS) Ltd. Brands Inc. Debenture
Backed Series 2005-3's $25 million callable units to 'BB+' from
'BB'.

The rating on the callable units is dependent on the rating on the
underlying security, Limited Brands' 6.95% debentures due March 1,
2033 ('BB+').

The upgrade reflects the Jan. 13, 2011, raising of S&P's rating
on the underlying security to 'BB+' from 'BB'. S&P may take
subsequent rating actions on the callable units due to changes
in S&P's rating assigned to the underlying security.


SATURNS TRUST: S&P Raises Rating on $39.332 Class Units From 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on SATURNS
Trust No. 2002-11's $39.332 million class A and B units to 'BBB-'
from 'B'.

S&P's ratings on the units are dependent on S&P's rating on the
underlying security, American General Institutional Capital A's
7.57% series A capital securities due Dec. 1, 2045 ('BBB-').

The rating actions follow S&P's Jan. 14, 2011, raising of S&P's
rating on the underlying security to 'BBB-' from 'B'.  S&P may
take subsequent rating actions on the units due to changes in
S&P's ratings assigned to the underlying security.


STARTS (CAYMAN): S&P Lowers Ratings on Note Classes to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class D1-D notes from STARTS (Cayman) Ltd.'s series 2007-14, the
notes from STARTS (Cayman) Ltd.'s series 2007-4, and the notes
from STARTS (Ireland) PLC's series 2007-26, all synthetic
collateralized debt obligation (CDO) transactions.  S&P lowered
the class D1-D notes from series 2007-14, as well as the notes
from series 2007-4 and 2007-26 to 'D (sf)' from 'CCC- (sf)'.

The downgrades follow credit events in the underlying portfolios
that have resulted in the notes incurring a principal loss.

Ratings Lowered

STARTS (Cayman) Ltd. Series 2007-14
                Rating
Class         To      From
D1-D          D (sf)  CCC- (sf)

STARTS (Cayman) Ltd. Series 2007-4
                Rating
Class         To      From
Notes         D (sf)  CCC- (sf)

STARTS (Ireland) PLC Series 2007-26
                Rating
Class         To      From
Notes         D (sf)  CCC- (sf)


STEERS THAYER: S&P Withdraws Ratings on Synthetic CDO Transactions
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
notes issued by Steers Thayer Gate CDO Trust Series 2006-3 and
2006-9, both synthetic collateralized debt obligation (CDO)
transactions.

The rating withdrawals follow the full redemption and subsequent
termination of the notes.

Ratings Withdrawn

Steers Thayer Gate CDO Trust Series 2006-3
                Rating
Class         To      From
Trust Cert    NR      CCC- (sf)

Steers Thayer Gate CDO Trust Series 2006-9

                Rating
Class         To      From
Trust Unit    NR      CCC- (sf)

NR-Not rated.


* S&P Lowers Ratings on 415 Classes of Certificates From 279 RMBS
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
on 415 classes of mortgage pass-through certificates from 279 U.S.
residential mortgage-backed securities (RMBS) transactions issued
between 1998 and 2008.

Approximately 79.76% of the defaulted classes were from
transactions backed by Alternative-A (Alt-A) or subprime mortgage
loan collateral.  The 415 defaulted classes consisted of the
following:

  -- 264 classes from Alt-A transactions (63.61% of all defaults);
  -- 67 from subprime transactions (16.14%);
  -- 64 from prime jumbo transactions (15.42%);
  -- Nine from risk-transfer transactions;
  -- Three from a RMBS first-lien high loan-to-value (LTV)
     transaction;
  -- Three from reperforming transactions;
  -- Two from resecuritized real estate mortgage investment
     conduit (re-REMIC) transactions;
  -- Two from outside-the-guidelines transactions; and
  -- One from an RMBS seasoned loans transaction.

The 415 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. (Ambac) and two are insured by
Financial Guaranty Insurance Co. (FGIC). (Both are currently
rated 'NR'.)

S&P rated all of the affected classes '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 consider appropriate in accordance with
S&P's criteria.


* S&P Places Tranches Ratings of CDO Transactions on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 39
tranches from 12 U.S. collateralized debt obligation (CDO)
transactions on CreditWatch with positive implications.  At the
same time, S&P placed S&P's ratings on 15 tranches from four U.S.
CDO transactions on CreditWatch with negative implications.

The ratings being placed on CreditWatch positive come from CDO
transactions backed by securities issued by corporate obligors.
The issuance amount of these tranches is $3.78 billion.  S&P had
previously lowered all but one of the ratings placed on
CreditWatch positive.

The CreditWatch positive placements follow continued improved
performance of the underlying corporate securities, which have in
turn translated to better credit support through higher
overcollateralization on account of pay downs.

As a result of these improvements, S&P believe that the
tranches S&P placed on CreditWatch with positive implications
may be able to support ratings higher than those currently
assigned.  S&P also placed S&P's ratings on 15 tranches from
fS&P's deals on CreditWatch with negative implications due to
deterioration in the credit quality of the portfolio.  All but
two of the tranches placed on CreditWatch negative come from
CDOs backed by commercial mortgage-backed securities (CMBS).
The issuance amount of the tranches with ratings placed on
CreditWatch negative is $0.778 billion.

S&P will resolve the CreditWatch placements after it completes a
comprehensive cash flow analysis and committee review for each of
the affected transactions.  S&P expects to resolve these
CreditWatch placements within 90 days.  S&P will continue to
monitor the CDO transactions it rates and take rating actions,
including CreditWatch placements, as S&P deems appropriate.

Ratings Placed on Creditwatch Positive

Ares IX CLO Ltd
                            Rating
Class               To                  From
A-1-A               AA- (sf)/Watch Pos  AA- (sf)
A-1-C               AA- (sf)/Watch Pos  AA- (sf)
A-2                 AA- (sf)/Watch Pos  AA- (sf)
B                   A- (sf)/Watch Pos   A- (sf)

Berkeley Street CDO (Cayman) Ltd.
                            Rating
Class               To                  From
A-1                 BBB (sf)/Watch Pos  BBB (sf)

Canyon Capital CDO 2002-1 Ltd
                            Rating
Class               To                  From
A                   A+ (sf)/Watch Pos   A+ (sf)

CSAM Funding I
                            Rating
Class               To                  From
A-1                 AA+ (sf)/Watch Pos  AA+ (sf)
A-2                 AA+ (sf)/Watch Pos  AA+ (sf)
B-1                 BBB+ (sf)/Watch Pos BBB+ (sf)
B-2                 BBB+ (sf)/Watch Pos BBB+ (sf)

Halcyon Structured Asset Management Long Secured/Short Unsecured
2007-2 Ltd.
                            Rating
Class               To                  From
A-1a                AA+ (sf)/Watch Pos  AA+ (sf)
A-1b                AA- (sf)/Watch Pos  AA- (sf)
A-2                 A+ (sf)/Watch Pos   A+ (sf)

Halcyon Structured Asset Management Long Secured/Short Unsecured
2007-3 Ltd
                            Rating
Class               To                  From
A-1                 AA+ (sf)/Watch Pos  AA+ (sf)
A-2                 A- (sf)/Watch Pos   A- (sf)
B                   BBB (sf)/Watch Pos  BBB (sf)
C                   BB+ (sf)/Watch Pos  BB+ (sf)

Harch CLO II Limited
                            Rating
Class               To                  From
A-1A                AA+ (sf)/Watch Pos  AA+ (sf)
A-1B                AA+ (sf)/Watch Pos  AA+ (sf)
A-2                 AA+ (sf)/Watch Pos  AA+ (sf)
B                   A- (sf)/Watch Pos   A- (sf)
C                   BBB (sf)/Watch Pos  BBB (sf)
D                   CCC- (sf)/Watch Pos CCC- (sf)

Kingsland I, Ltd.
                            Rating
Class               To                  From
A-1a                AA (sf)/Watch Pos   AA (sf)
A-1b                AA (sf)/Watch Pos   AA (sf)
A-2                 A+ (sf)/Watch Pos   A+ (sf)

Madison Park Funding VI, Ltd.
                            Rating
Class               To                  From
A-2                 AA- (sf)/Watch Pos  AA- (sf)
B                   A+ (sf)/Watch Pos   A+ (sf)

Newton CDO Ltd
                            Rating
Class               To                  From
A-1                 BB- (sf)/Watch Pos  BB- (sf)
A-2                 BB- (sf)/Watch Pos  BB- (sf)

NYLIM Flatiron CLO 2005-1 Ltd
                            Rating
Class               To                  From
A-1                 AA+ (sf)/Watch Pos  AA+ (sf)
A-2                 AA+ (sf)/Watch Pos  AA+ (sf)
A-3                 AA+ (sf)/Watch Pos  AA+ (sf)
B                   AA (sf)/Watch Pos   AA (sf)
C                   A- (sf)/Watch Pos   A- (sf)

Rosedale CLO Ltd
                            Rating
Class               To                  From
A-1A                A+ (sf)/Watch Pos   A+ (sf)
A-1D                A+ (sf)/Watch Pos   A+ (sf)
A-1J                A+ (sf)/Watch Pos   A+ (sf)
A-1R                A+ (sf)/Watch Pos   A+ (sf)

Ratings Placed on Creditwatch Negative

A5 Funding L.P.
                            Rating
Class               To                  From
Rev Nts             AAA (sf)/Watch Neg  AAA (sf)
Term Nts            AAA (sf)/Watch Neg  AAA (sf)

Crest 2003-1 Ltd
                            Rating
Class               To                  From
C-1                 A- (sf)/Watch Neg   A- (sf)
C-2                 A- (sf)/Watch Neg   A- (sf)
D-1                 BB+ (sf)/Watch Neg  BB+ (sf)
D-2                 BB+ (sf)/Watch Neg  BB+ (sf)

Crest 2004-1, Ltd.
                            Rating
Class               To                  From
F                   BB+ (sf)/Watch Neg  BB+ (sf)
G-1                 BB- (sf)/Watch Neg  BB- (sf)
G-2                 BB- (sf)/Watch Neg  BB- (sf)
H-1                 B+ (sf)/Watch Neg   B+ (sf)
H-2                 B+ (sf)/Watch Neg   B+ (sf)

Newcastle CDO V Limited
                            Rating
Class               To                  From
III-FL Def          BB- (sf)/Watch Neg  BB- (sf)
IV-FL Def           B- (sf)/Watch Neg   B- (sf)
IV-FX Def           B- (sf)/Watch Neg   B- (sf)
V Def               CCC- (sf)/Watch Neg CCC- (sf)

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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