TCR_Public/110410.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Sunday, April 10, 2011, Vol. 14, No. 99

                            Headlines

AMERICREDIT AUTO: Moody's Assigns Provisional Ratings to Notes
AMERICREDIT AUTO: S&P Assigns 'BB' Rating on Class E
APHEX CAPITAL: S&P's Removes Series 2004-C CCC+ Rating From Watch
ATRIUM V: Moody's Upgrades the Ratings of CLO Notes
BEAR STEARNS: Moody's Junks Rating on Class B-3 of Trust 2002-AC1

BILOXI HOUSING: Moody's Keeps MS Housing Revenue Bonds Ba3 Rating
CAMBRIA COUNTY: S&P Ups General Obligation Debt Ratings From 'BB'
CARLYLE VEYRON: Moody's Upgrades Rating on US$35MM Notes to 'Ba1'
CRAFT NO. 1: Moody's Cuts Rating on Trust 1998-A Notes to Caa3
CREST 2004: S&P Lowers 3 Classes of Notes' Ratings to 'CCC-'

DELTA AIR: S&P Rates Series 2011-1 Class A Pass-Through Certs.
FLORIDA CDD: S&P Lowers Ratings on Seven Bond Series to 'B'
GSC PARTNERS: S&P Raises Rating on Class D Notes to 'BB+'
JAMAICA DIVERSIFIED: Fitch Affirms Ratings on 2 Notes at 'BB'
KEYCORP STUDENT: S&P Revises Rating on Bond to Reflect 'B' Rating

KING/CHAVEZ ACADEMY: S&P Lowers Revenue Bond Rating to 'BB+'
MIAMI DADE: S&P Lowers Rating on Series 1998A Bonds to 'B'
MIDLAND LUTHERAN: Fitch Cuts $18.54MM Revenue Bond Rating to 'B'
MUTEKI LTD: Moody's Cuts Muteki Ltd. Series 2008-1 Rating to C
OAKLEY DEVELOPMENT: S&P Lowers Tax Bonds Rating to 'BB+' From 'A-'

REAL ESTATE ASSET: Moody's Affirms 18 CMBS Classes of REALT 2005-2
RESIDENTIAL ASSET: Moody's Junks Ratings on 52 Classes
SACO I INC: Moody's Junks Ratings on 5 Tranches of Series 2000-3
SALOMON BROTHERS: Moody's Upgrades Four and Affirms Five CMBS
SAPPHIRE VALLEY: S&P Upgrades Class E Rating to 'BB+' From 'B+'

SOLEDAD REDEVELOPMENT: S&P Cuts Tax Allocation Bond Ratings to BB+
SORIN REAL: S&P Affirms 'CCC-' Ratings on Three Classes
SOUTHERN CALIFORNIA LOGISTICS: Moody's Cuts Bond Rating to 'B1'
STARLING FINANCE: S&P Downgrades Ratings on Two CDOs to 'D'
TERREMARK WORLWIDE: S&P Upgrades Rating on Class E Notes to 'BB+'

VITALITY RE: S&P Assigns 'BB+' Preliminary Rating to Class B Notes
WACHOVIA BANK: Moody's Affirms 19 CMBS Classes of WBCMT 2005-C20
ZAIS INVESTMENT: Moody's Upgrades Ratings Of Six Classes Of Notes

* S&P Lowers Ratings on 23 Classes on Five CMBS Transactions
* S&P Places 74 Classes of  Small Business Loans on CreditWatch

                            *********

AMERICREDIT AUTO: Moody's Assigns Provisional Ratings to Notes
--------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to the
notes to be issued by AmeriCredit Automobile Receivables Trust
2011-2 (AMCAR 2011-2).  This is the second senior/subordinated
transaction of the year for AmeriCredit Financial Services, Inc.
(AmeriCredit).

The complete rating actions are:

   Issuer: AmeriCredit Automobile Receivables Trust 2011-2

   * 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) Baa1 (sf);

   * Class E Notes, rated (P) Ba1 (sf).

Ratings Rationals

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. (AmeriCredit) 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-
2 pool is 11.75% and total credit enhancement required to achieve
Aaa rating (i.e. Aaa proxy) is 39.0%.  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
(rather than individual tranches).

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

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

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


AMERICREDIT AUTO: S&P Assigns 'BB' Rating on Class E
----------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to AmeriCredit Automobile Receivables Trust 2011-2's
$926.318 million auto receivables-backed notes.

The preliminary ratings are based on information as of April 4,
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 43.7%, 38.6%, 31.3%,
      25.0%, and 22.7% 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 11.75%-12.25% expected cumulative net loss range for
      the class A, B, C, D, and E notes, respectively.  These
      credit support levels are commensurate with the assigned
      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, its ratings on the class A, B, and C notes would
      not decline by more than one rating category (all else being
      equal) over a 12-month period and its ratings on the class D
      and E notes would not decline by more than two rating
      categories within a 12-month period.  "Our rating stability
      criteria describes the outer bounds of credit deterioration
      within one year as being one rating category in the case of
      'AAA (sf)' and 'AA (sf)' rated securities and two rating
      categories in the case of 'A (sf), 'BBB (sf)', and 'BB (sf)'
      rated securities," S&P related.

    * 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 auto loans.

    * General Motors Financial Co. Inc.'s (GM Financial, formerly
      known as AmeriCredit Corp.; B+/Stable/--) extensive
      securitization performance history going back to 1994.  On
      March 30, 2011, Standard & Poor's Ratings Services raised
      its long-term counterparty credit rating on GM Financial to
      'B+' from 'B' and removed the ratings from CreditWatch
      positive, where they were placed on Oct. 8, 2010.

    * The transaction's payment and legal structures.

Preliminary Ratings Assigned

AmeriCredit Automobile Receivables Trust 2011-2

Class     Rating          Amount
                         (mil. $)(i)
A-1       A-1+ (sf)      217.300
A-2       AAA (sf)       302.600
A-3       AAA (sf)       153.419
B         AA (sf)         73.077
C         A (sf)          90.717
D         BBB (sf)        89.205
E(ii)     BB (sf)         23.682

  (i) The actual size of these tranches will be determined on the
      pricing date.

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


APHEX CAPITAL: S&P's Removes Series 2004-C CCC+ Rating From Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 48
tranches from 36 corporate-backed synthetic collateralized debt
obligation (CDO) transactions and removed them from CreditWatch
with positive implications.  At the same time, S&P lowered its
ratings on 16 tranches from seven synthetic CDO transactions
backed by commercial mortgage-backed securities (CMBS), six
tranches from three corporate-backed synthetic CDO transactions
and one tranche from one synthetic CDO transaction backed by
residential mortgage-backed securities (RMBS) and removed its
ratings on 13 of the tranches from CreditWatch negative.  "In
addition, we affirmed our ratings on 15 tranches from 16
corporate-backed synthetic CDOs and two tranches from one
synthetic CDO backed by RMBS," S&P said.

The upgraded tranches are from synthetic CDOs that experienced a
combination of upward rating migration in their underlying
reference portfolios and seasoning of the underlying reference
names.  "The upgraded synthetic CDOs also experienced increases in
their synthetic rated overcollateralization (SROC) ratios to above
100% at higher rating levels as of the March review and at our
projected SROC ratios in 90 days, assuming no credit migration.
The downgraded tranches were from synthetic CDOs that had
experienced negative rating migration in their underlying
reference portfolio.  The affirmations reflect our opinion of the
sufficient credit support available to the tranches at the
current rating levels," S&P said.

Rating Actions:

Aphex Capital MOTIVE Series 2004-C
                                 Rating
Class                    To             From
A                        CCC+ (sf)      CCC+ (sf)/Watch Pos

Aphex Capital NSCR 2006-2 Ltd.
                                 Rating
Class                    To             From
B                        CCC (sf)       CCC+ (sf)/Watch Neg
C                        CCC (sf)       CCC+ (sf)/Watch Neg
D                        CCC (sf)       CCC+ (sf)/Watch Neg

Athenee CDO PLC
JPY3.4 bil tranche B Hunter Valley CDO II floating-rate notes due
30 June

2014 series 2007-6

                                 Rating
Class                    To               From
Tranche B                BB- (sf)         B+ (sf)/Watch Pos

Athenee CDO PLC
EUR25 mil tranche B Hunter Valley CDO II floating rate notes due
June 30,

2014 series 2007-4

                                 Rating
Class                    To               From
Tranche B                BB- (sf)         B+ (sf)/Watch Pos

Athenee CDO PLC
EUR40 mil tranche B Hunter Valley CDO II floating-rate notes due
30 June 2014

series 2007-14

                                 Rating
Class                    To               From
Tranche B                BB- (sf)         B+ (sf)/Watch Pos

Calculus CMBS Resecuritization Trust Series 2006-8

                                 Rating
Class                    To                From
TrustUnits               B- (sf)           B (sf)/Watch Neg

Calculus CMBS Resecuritization Trust Series 2006-9

                                 Rating
Class                    To               From
TrustUnits               B+ (sf)          BB (sf)/Watch Neg

Calculus HG CDO Trust Series 2006-1

                                 Rating
Class                    To                  From
VarDisTrUn               CCC- (sf)           CCC- (sf)

Calculus HG CDO Trust Series 2006-2

                                 Rating
Class                    To                  From
VarDisTrUn               CCC- (sf)           CCC- (sf)

Castle Finance I Ltd.
EUR132.903 mil floating rate secured CLN series 1

                                 Rating
Class                    To              From
Series 1                 BBB- (sf)       BB- (sf)/Watch Pos

Castle Finance I Ltd.
EUR154.84 mil floating rate secured CLN series 2

                                 Rating
Class                    To             From
Series 2                 B+ (sf)        CCC+ (sf)/Watch Pos

Corsair (Jersey) No. 4 Ltd.
US$4 bil Corsair (Jersey) No. 4 Ltd. Series 10 Partial Credit Loss
Protected

Step-Down Portfolio USD$40,000,000 Credit Linked Notes due 2027

                                 Rating
Class                    To              From
Notes                    B+ (sf)         CCC (sf)/Watch Pos

Credit Default Swap
US$1.437 bil J.P. Morgan Chase Bank, N.A. - Credit Protection
Trust 255

(Soleil) J17593 (SOLEIL)

                                 Rating
Class                    To          From
Tranche                  A-srp (sf)  BBB+srp (sf)/Watch Pos

Credit Default Swap
US$10 mil Swap Risk Rating-Protection Buyer, CDS Reference
#CA1119131

                                 Rating
Class                    To              From
Tranche                  B+srb (sf)     Bsrb (sf)/Watch Pos

Credit Default Swap
US$10.891 bil Swap Risk Rating - Portfolio CDS Ref No.
SDB506494096

                                 Rating
Class                    To            From
Notes                    B-srp (sf)    B-srp (sf)/Watch Pos

Credit Default Swap
US$10.891 bil Swap Risk Rating - Portfolio CDS Ref No.
SDB506551445

                                 Rating
Class                    To            From
Notes                    B-srp (sf)    B-srp (sf)/Watch Pos

Credit Default Swap
US$10.892 bil Swap Risk rating - Portfolio CDS Ref No.
SDB506551406

                                 Rating
Class                    To            From
Notes                    B-srp (sf)    B-srp (sf)/Watch Pos

Credit Default Swap
US$10.892 bil Swap Risk rating - Portfolio CDS Ref No.
SDB506551414

                                 Rating
Class                    To            From
Notes                    B-srp (sf)    B-srp (sf)/Watch Pos

Credit Default Swap
US$10.892 bil Swap Risk Rating - Portfolio CDS Ref No.
SDB506551423

                                 Rating
Class                    To            From
Notes                    B-srp (sf)    B-srp (sf)/Watch Pos

Credit Default Swap
US$10.893 bil Swap Risk Rating - Portfolio CDS Ref No.
SDB506551442

                                 Rating
Class                    To            From
Notes                    B-srp (sf)    B-srp (sf)/Watch Pos

Credit Default Swap
US$10.894 bil Swap Risk Rating - Portfolio CDS Ref No.
SDB506551435

                                 Rating
Class                    To            From
Notes                    B-srp (sf)    B-srp (sf)/Watch Pos

Credit Default Swap
US$10.895 bil Sawp Risk Rating - Portfolio CDS Ref No.
SDB506551383

                                 Rating
Class                    To            From
Notes                    B-srp (sf)    B-srp (sf)/Watch Pos

Credit Default Swap
US$10.895 bil Swap Risk Rating - Portfolio CDS Ref No.
SDB506550851

                                 Rating
Class                    To            From
Notes                    B-srp (sf)    B-srp (sf)/Watch Pos

Credit Default Swap
US$10.895 bil Swap Risk Rating - Portfolio CDS Ref. No.
SDB506551403

                                 Rating
Class                    To            From
Notes                    B-srp (sf)    B-srp (sf)/Watch Pos

Credit Default Swap
US$187.5 mil Swap Risk Rating - Portfolio CDS Ref No.
PYR_8631051_82386545_Vizzavona

                                 Rating
Class                    To           From
Swap                     BBB+srp (sf) BB-srp (sf)/Watch Pos

Credit Default Swap
US$500 mil Credit Default Swap - CRA700406

                                 Rating
Class                    To           From
Swap                     AAAsrp (sf)  AA+srp (sf)/Watch Pos

Credit Default Swap
US$500 mil Credit Default Swap - CRA700416

                                 Rating
Class                    To           From
Swap                     AAAsrp (sf)  AA+srp (sf)/Watch Pos

Credit Default Swap
US$750 mil ZZRSS 971739CF

                                 Rating
Class                    To            From
                         AA+srp (sf)   AAsrp (sf)/Watch Pos

Credit Default Swap
US$950 mil Swap Risk Rating-Portfolio, CDS Reference # 06ML23332A

                                 Rating
Class                    To          From
06ML23332A               BBBsrp (sf) BBB+srp (sf)/Watch Neg

Credit-Linked Trust Certificates
2005-I

                                 Rating
Class                    To             From
2005-I-F                 AA- (sf)       A+ (sf)/Watch Pos
2005-I-G                 A (sf)         A- (sf)/Watch Pos
2005-I-H                 A- (sf)        BBB+ (sf)/Watch Pos
2005-I-S                 AAA (sf)       AA+ (sf)/Watch Pos
2005-I-T                 AAA (sf)       AA+ (sf)/Watch Pos

CypressTree Synthetic CDO Ltd. 2006-1

                                 Rating
Class                    To              From
Notes                    BBB+ (sf)       BB+ (sf)/Watch Pos

Echo Funding Pty Ltd. Series 18

                                 Rating
Class                    To             From
                         BB+ (sf)       CCC- (sf)/Watch Pos

Greylock Synthetic CDO 2006 Series 2

                                 Rating
Class                    To               From
A3-$FMS                  B (sf)           B- (sf)/Watch Pos
A3-$LMS                  B (sf)           B- (sf)/Watch Pos
A3A-$FMS                 B (sf)           B- (sf)/Watch Pos
A3B-$LMS                 B (sf)           B- (sf)/Watch Pos

Greylock Synthetic CDO 2006 Series 1

                                 Rating
Class                    To              From
A1-$LMS                  BBB- (sf)       BB+ (sf)/Watch Pos

Greylock Synthetic CDO 2006 Series 4

                                 Rating
Class                    To              From
A1JPYLS                  BB (sf)         BB- (sf)/Watch Pos

Greylock Synthetic CDO 2006
Series 3

                                 Rating
Class                    To              From
A1-EURLMS                BBB- (sf)       BB+ (sf)/Watch Pos

Greylock Synthetic CDO 2006 Series 5

                                 Rating
Class                    To              From
A1-$LMS                  BB (sf)         BB- (sf)/Watch Pos

Iridal Public Ltd. Co. Series 2

                                 Rating
Class                    To                From
Tranche B                CCC+ (sf)         B (sf)/Watch Neg

Magnolia Finance II PLC Series 2006-7B

                                 Rating
Class                    To              From
Notes                    BB+ (sf)        BB+ (sf)/Watch Pos

Merrill Lynch - Deutsche Bank AG PALADAR SCDO CLASS A

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

Mistletoe ORSO Trust 1

                                 Rating
Class                    To               From
Cr Link                  BBB- (sf)        BB (sf)/Watch Pos

Mistletoe ORSO Trust 2

                                 Rating
Class                    To              From
Cr Link                  A (sf)          BBB (sf)/Watch Pos

Morgan Stanley ACES SPC Series 2006-27

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

Morgan Stanley ACES SPC Series 2006-33

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

Morgan Stanley ACES SPC Series 2007-9

                                 Rating
Class                    To              From
III-principal            Bp (sf)         B-p (sf)/Watch Pos
III-interest             CCC-i (sf)      CCC-i (sf)

Morgan Stanley ACES SPC Series 2007-8

                                 Rating
Class                    To                  From
Senior                   BB (sf)          BBB (sf)
A1                       CCC- (sf)        B+ (sf)/Watch Neg
A2                       CCC+ (sf)        B+ (sf)

Morgan Stanley ACES SPC Series 2007-28

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

Morgan Stanley ACES SPC Series 2008-6

                                 Rating
Class                    To              From
A1                       CCC+ (sf)       BB- (sf)/Watch Neg
A2                       CCC+ (sf)       BB- (sf)/Watch Neg

North Street Referenced Linked Notes 2005-9 Ltd.

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

North Street Referenced Linked Notes 2003-5 Ltd.

                                 Rating
Class                    To              From
B-2                      AA (sf)         AA+ (sf)/Watch Neg

ORSO Portfolio Tranche Index Certificates
US$28 mil ORSO Portfolio Tranche Index Certificates Series 1 Trust

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

Portfolio CDS Trust 16

                                 Rating
Class                    To               From
Super Sr.                AA+ (sf)         A+ (sf)/Watch Pos

REVE SPC
EUR15 mil, JPY3 bil, US$81 mil REVE SPC Segregated Portfolio of
Dryden XVII

Notes
                                 Rating
Class                    To             From
Series 34                B- (sf)        CCC- (sf)/Watch Pos
Series 36                B+ (sf)        CCC (sf)/Watch Pos
Series 37                B+ (sf)        CCC- (sf)/Watch Pos
Series 40                B+ (sf)        CCC- (sf)/Watch Pos

REVE SPC
EUR50 mil, JPY3 bil, US$154 mil REVE SPC Dryden XVII Notes Series
2007-1
                                 Rating
Class                    To             From
A Series 7               B+ (sf)        CCC+ (sf)/Watch Pos

Seawall 2007-1 Ltd.

                                 Rating
Class                    To                  From
A                        CC (sf)             CCC- (sf)
B                        CC (sf)             CCC- (sf)
C-1                      CC (sf)             CCC- (sf)
C-2                      CC (sf)             CCC- (sf)
D-1                      CC (sf)             CCC- (sf)
D-2                      CC (sf)             CCC- (sf)
E-1                      CC (sf)             CCC- (sf)
E-2                      CC (sf)             CCC- (sf)

Seawall SPC
US$50 mil Seawall SPC - Series 2006-2 (CMBS Synthetic Re-REMIC)

                                 Rating
Class                    To              From
A                        B- (sf)         BB- (sf)/Watch Neg

SPGS SPC, acting for the account of MSC 2006-SRR2 Segregated
Portfolio

                                 Rating
Class                    To              From
A-1                      CCC- (sf)       CCC (sf)/Watch Neg

STARTS (Cayman) Ltd. Series 2007-9

                                 Rating
Class                    To              From
Notes                    BB- (sf)        CCC (sf)/Watch Pos

STARTS (Ireland) PLC
US$50 mil Maple Hill II Managed Synthetic CDO series 2007-31

                                 Rating
Class                    To               From
A2-D2                    BB+ (sf)         BB (sf)/Watch Pos

STEERS Credit Linked Trust, Bespoke Credit Tranche Series 2005-6

                              Rating
Class                    To             From
Trust Cert               B+ (sf)        CCC- (sf)/Watch Pos

STEERS Thayer Gate CDO Trust Series 2006-1

                              Rating
Class                    To             From
Trust Cert               CCC- (sf)      CCC- (sf)/Watch Pos

STEERS Thayer Gate CDO Trust Series 2006-2

                              Rating
Class                    To             From
Trust Unit               CCC- (sf)      CCC- (sf)/Watch Pos

Swap Risk Rating Protection Buyer CDS Reference # Palador SCDO
Class C

US$1 bil Merrill Lynch - ESP Funding I Ltd
                              Rating
Class                    To           From
C                        A+srb (sf)   BB-srb (sf)/Watch Pos


ATRIUM V: Moody's Upgrades the Ratings of CLO Notes
---------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Atrium V:

   * US$110,000,000 Class A-1 Notes, Upgraded to Aa3 (sf);
     previously on August 6, 2009 Downgraded to A1 (sf);

   * US$142,000,000 Class A-3a Notes, Upgraded to Aaa (sf);
     previously on August 6, 2009 Downgraded to Aa1 (sf);

   * US$83,000,000 Class A-2b Notes, Upgraded to A1 (sf);
     previously on August 6, 2009 Downgraded to A2 (sf);

   * US$16,000,000 Class A-3b Notes, Upgraded to A1 (sf);
     previously on August 6, 2009 Downgraded to A2 (sf);

   * US$41,000,000 Class A-4 Notes, Upgraded to A3 (sf);
     previously on August 6, 2009 Downgraded to Baa1 (sf);

   * US$51,500,000 Class B Notes, Upgraded to Baa3 (sf);
     previously on May 10, 2010 Upgraded to Ba1 (sf);

   * US$32,500,000 Class C Notes, Upgraded to Ba3 (sf);
     previously on May 10, 2010 Upgraded to B1 (sf);

   * US$19,330,000 Class D Notes, Upgraded to B3 (sf); previously
     on May 10, 2010 Upgraded to Caa2 (sf).

Ratings Rationale

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

Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor) and a decrease in the proportion
of securities from issuers rated Caa1 and below.  In particular,
as of the latest trustee report dated March 15, 2011, the weighted
average rating factor is currently 2778 compared to 2848 in the
May 2010 report, and securities rated Caa1 or lower make up
approximately 7.7% of the underlying portfolio versus 9.0% in May
2010. Additionally, defaulted securities total about $13.3 million
of the underlying portfolio compared to $20.4 million in May 2010.

The overcollateralization ratios of the rated notes have also
improved since the rating action in May 2010.  The Class A, Class
B, Class C and Class D overcollateralization ratios are reported
at 123.60%, 115.38%, 110.73%, and 108.14%, respectively, versus
May 2010 levels of 121.52%, 113.44%, 108.87%, and 106.33%,
respectively, and all related overcollateralization tests are
currently in compliance.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs,"
key model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers.  In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and
principal proceeds balance of $889.7 million, defaulted par of
$15.3 million, a weighted average default probability of 29.97%
(implying a WARF of 3870), a weighted average recovery rate upon
default of 41.47%, and a diversity score of 90.  These default and
recovery properties of the collateral pool are incorporated in
cash flow model analysis where they are subject to stresses as a
function of the target rating of each CLO liability being
reviewed.  The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool.  The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool.  In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Atrium V, issued in July 2006, is a collateralized loan obligation
backed primarily by a portfolio of senior secured loans.

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

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

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

In addition to the base case analysis described above, Moody's
also performed sensitivity analyses to test the impact on all
rated notes of various default probabilities.  This is a summary
of the impact of different default probabilities (expressed in
terms of WARF levels) on all rated notes (shown in terms of the
number of notches' difference versus the current model output,
where a positive difference corresponds to lower expected loss),
assuming that all other factors are held equal:

Moody's Adjusted WARF --20% (3096)

   * Class A-1: +3

   * Class A-2a: 0

   * Class A-2b: +3

   * Class A-3a: 0

   * Class A-3b: +2

   * Class A-4: +3

   * Class B: +2

   * Class C: +2

   * Class D: +3

Moody's Adjusted WARF +20% (4644)

   * Class A-1: -1

   * Class A-2a: 0

   * Class A-2b: -2

   * Class A-3a: -2

   * Class A-3b: -3

   * Class A-4: -2

   * Class B: -2

   * Class C: -2

   * Class D: -3

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

Sources of additional performance uncertainties are:

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

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

3) Other collateral quality metrics: The deal is allowed to
   reinvest and the manager has the ability to deteriorate the
   collateral quality metrics' existing cushions against the
   covenant levels.  Moody's analyzed the impact of assuming lower
   of reported and covenanted values for weighted average rating
   factor, weighted average spread, weighted average coupon, and
   diversity score.  However, as part of the base case, Moody's
   considered spread and coupon levels higher than the covenant
   levels due to the large difference between the reported and
   covenant levels.


BEAR STEARNS: Moody's Junks Rating on Class B-3 of Trust 2002-AC1
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one tranche
and confirmed the rating of one tranche from Bear Stearns Asset-
Backed Securities Trust 2002-AC1.  The collateral backing the deal
primarily consists of first-lien, fixed rate Alt-A residential
mortgages.

Ratings Rationale

The actions are a result of deteriorating performance of Alt-A
pools securitized before 2005.  Although most of these pools have
paid down significantly, the remaining loans are affected by the
housing and macroeconomic conditions that remain under duress.

The actions reflect Moody's updated loss expectations on Alt-A
pools issued from prior to 2005.  The principal methodology used
in these ratings was " Pre-2005 US RMBS Surveillance Methodology"
published in January 2011.

Moody's final rating actions are based on current ratings, level
of credit enhancement, collateral performance and updated pool-
level loss expectations relative to current level of credit
enhancement.  Moody's took into account credit enhancement
provided by seniority, cross-collateralization, excess spread,
time tranching, and other structural features within the senior
note waterfalls.

The above mentioned approach "Pre-2005 US RMBS Surveillance
Methodology " is adjusted slightly when estimating losses on pools
left with a small number of loans 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.  To project
losses on pools with fewer than 100 loans, Moody's first estimates
a "baseline" average rate of new delinquencies for the pool that
is dependent on the vintage of loan origination (10%, 5% and 3%
for the 2004, 2003 and 2002 and prior vintage respectively).  The
baseline rates are higher than the average rate of new
delinquencies for larger pools for the respective vintages.

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 in
performance. 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 2004 vintage,
the adjusted rate of new delinquency would be 10.10%.  In
addition, 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 0.5 to 2.0 for current delinquencies ranging
from less than 2.5% to greater than 30% respectively.
Delinquencies for subsequent years and ultimate expected losses
are projected using the approach described in the methodology
publication.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market.  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in late 2011, accompanied by continued stress in
national employment levels through that timeframe.

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

Complete rating actions are:

   Issuer: Bear Stearns Asset-Backed Securities Trust 2002-AC1

    * Cl. B-2, Confirmed at A2 (sf); previously on Apr 13, 2010 A2
      (sf) Placed Under Review for Possible Downgrade; and

    * Cl. B-3, Downgraded to Caa2 (sf); previously on Apr 13, 2010
      Baa2 (sf) Placed Under Review for Possible Downgrade.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF241460

A list of updated estimated pool losses and sensitivity analysis
is being posted on an ongoing basis for the duration of this
review period and may be found at:

   http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF237256


BILOXI HOUSING: Moody's Keeps MS Housing Revenue Bonds Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 rating of Biloxi
Housing Authority, MS Multi-Family Housing Revenue Bonds (Beauvoir
Manor Apartments) Series 2001 A and B (Senior Bonds), affecting
approximately $3,620,000 of outstanding debt.  The outlook on
these bonds remains Negative.

RATING RATIONALE

The bonds are secured by revenues derived from operations of
Beauvoir Manor Apartments, a 150-unit multi-family rental facility
consisting of 19 two-story buildings, which was constructed in
1972 and substantially rehabilitated in 1986.  Pledged revenues
include payments received from a Housing Assistance Payment
Contract (HAP) with the Department of Housing and Urban
Development (HUD).

The rating affirmation reflects the recent financial performance
of the property and the continued low Debt Service Coverage level
on the bonds.

Strengths:

   * Rent levels continue to remain substantially less than the
     Fair Market Rent (FMR) levels of Harrison County, MS for each
     apartment type available at the property.

   * Funds held for the benefit of bondholders and the property
     are adequately funded.

   * The most recent HUD REAC score from 2009 was 80c for the
     property.

Challenges:

   * Unaudited Operating Statements from the fiscal year 2010 show
     that economic occupancy (defined as vacancy expense as a
     percentage of gross potential rent) was approximately 91.0%.

   * Debt Service Coverage in 2009 remained low at 1.00x, verified
     by Audited FY2009 Financial Statements. Operating Statements
     from 2010 have been reviewed and show slight improvement in
     Debt Service Coverage levels since 2008 and 2009, primarily
     due to a decrease in property expenses.

   * The small size of this project makes it vulnerable to sudden
     shocks.

Recent Developments

United Apartment Group, Inc. was hired in the second half of 2010
to manage Beauvoir Manor Apartments and help improve its financial
performance. Currently, there are no plans for capital
improvements in the next 3 years.

Occupancy And Financial Information

Management reported occupancy levels of 94% as of January 2011.
Unaudited Operating Statements from the fiscal year 2010 show that
economic occupancy (defined as vacancy expense as a percentage of
gross potential rent) was approximately 91.0%, a decrease from
92.4% in 2009.

On average, the property's rent levels are about 40% below FMR.
Moody's views this as a credit strength because the property is
eligible for annual rental rate increases under current HUD
regulations, as well as the possibility of petitioning HUD for a
larger, one-time rate increase to bring the property rent levels
back in line with FMRs.  Petitioning HUD for such an increase is
at the option of the property manager.  According to information
provided by management, rent increased in 2010 since 2009 by an
average of 2.6% across bedroom types.  According to 2009 audited
financial statements and 2010 Operating Statements, Total Rental
Income has continued to increase by an average of about 2.4% since
2007.

Fund balances provided by the Trustee show that the Debt Service
Reserve Fund remains untapped and fully-funded, an important
characteristic at this rating level.  In addition, the reports
show that the Replacement Reserve Fund has an ample amount
available for capital expenses.  Maintaining the property's
physical condition is important to support occupancy levels and
remain eligible for the Section 8 subsidy.

Outlook

The outlook on the bonds remains negative.  As coverage ratios
remain low, Moody's does not expect significant improvement to the
project's financial position in the near term.

What could change the rating up:

   * Several periods of substantial debt service coverage growth.

What could change the rating down:

   * An increase in expenses or any reduction in revenue that
     leads to a further deterioration of the debt service coverage
     level.

   * The use of Debt Service Reserve Fund moneys to pay debt
     service.

Principal Methodology Used

The principal methodology used in this rating was "Global Housing
Projects" published in July 2010.


CAMBRIA COUNTY: S&P Ups General Obligation Debt Ratings From 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services has raised its long-term rating
and underlying rating (SPUR) on Cambria County, Pa.'s general
obligation (GO) debt to 'BBB-' from 'BB', reflecting its view that
management has displayed a commitment to rebuild the county's
reserve levels.  The outlook is stable.

The rating also reflects Standard & Poor's view of the county's:

     * Limited local economy, with adequate income levels and a
       historically high, although decreasing, unemployment rate,
       that continues to be above the national average;

     * Increases in receivables that have historically accounted
       for more than 70% of its total assets in the general fund;
       and

     * Wealth levels that are low on a per capita basis.

Standard & Poor's believes that the above weaknesses are offset by
the sale of the Laurel Crest Manor nursing home, which will no
longer place constraints on the county's general fund.

The stable outlook reflects Standard & Poor's view that, despite
the anticipated drawdowns in reserves in fiscal 2010, it expects
that, with the absence of the pressures from the Laurel Crest
Fund, the county's financial operations will be stable in the
future.  The stable outlook reflects management's commitment to
maintain positive operations based on its implementation of a
five-year financial forecast that displays balanced operations
without the use of reserves and increases of general fund balance
levels.  If the county continues to achieve positive operations
and increase reserves, this could result in an improved rating.
However, should the county's fund balance revert to its thin
levels, this could put pressure on the rating.


CARLYLE VEYRON: Moody's Upgrades Rating on US$35MM Notes to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Carlyle Veyron CLO, Ltd.:

   -- US$84,000,000 Class A-1-B Floating Rate Notes due 2018,
      Upgraded to Aa1 (sf); previously on October 1, 2009
      Downgraded to Aa3 (sf);

   -- US$50,000,000 Class A-2 Floating Rate Notes due 2018,
      Upgraded to Aaa (sf); previously on October 1, 2009
      Downgraded to Aa2 (sf);

   -- US$17,500,000 Class B Floating Rate Notes due 2018,
      Upgraded to Aa2 (sf); previously on October 1, 2009
      Downgraded to A3 (sf);

   -- US$28,750,000 Class C Floating Rate Deferrable Notes due
      2018, Upgraded to Baa1 (sf); previously on October 1, 2009
      Downgraded to Ba1 (sf);

   -- US$35,000,000 Class D Floating Rate Deferrable Notes due
      2018, Upgraded to Ba1 (sf); previously on October 1, 2009
      Downgraded to B1 (sf).

Ratings Rationale

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

The overcollateralization ratio of the rated notes have improved
primarily as a result of par-building from the reinvestment of
diverted interest proceeds, higher than previously anticipated
recoveries realized on defaulted securities, and restructurings of
defaulted securities.  As of the March 2011 trustee report, the
Senior Overcollateralization Ratio is reported at 122.1% versus
the September 2009 level of 116.16%.

Moody's also notes that the deal has benefited from improvement in
the credit quality of the underlying portfolio since the rating
action in October 2009.  Based on the March 2011 trustee report,
the weighted average rating factor is 2437 (before the application
of a modifier) compared to 2559 in September 2009, and securities
rated Caa1 and below make up approximately 6.47% of the underlying
portfolio versus 13.28% in September 2009.  The deal also
experienced a decrease in defaults.  In particular, the dollar
amount of defaulted securities has decreased to $2.1 million from
approximately $14.9 million in September 2009.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers.  In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $496 million, defaulted par of $2.5 million, a
weighted average default probability of 24.7% (implying a WARF of
3310), a weighted average recovery rate upon default of 43.6%, and
a diversity score of 75.  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.

Carlyle Veyron CLO, Ltd., issued on June 28, 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

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

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

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities.  This is a summary of the impact of
different default probabilities (expressed in terms of WARF
levels) on all rated notes (shown in terms of the number of
notches' difference versus the current model output, whereby a
positive difference corresponds to lower expected losses),
assuming that all other factors are held equal:

Moody's Adjusted WARF - 20% (2648):

   * Class A-1-R: 0;

   * Class A-1-A: 0;

   * Class A-1-B: +2;

   * Class A-2: +1;

   * Class B: +2;

   * Class C: +2;

   * Class D: +2;

Moody's Adjusted WARF + 20% (3972):

   * Class A-1-R: 0;

   * Class A-1-A: 0;

   * Class A-1-B: -2;

   * Class A-2: -2;

   * Class B: -2;

   * Class C: -2;

   * Class D: -2.

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

Sources of additional performance uncertainties are:

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

2) Weighted average life: The notes' ratings are sensitive to the
   weighted average life assumption of the portfolio, which may be
   extended due to the manager's decision to reinvest into new
   issue loans or other loans with longer maturities and
   participate in amend-to-extend offerings.  Moody's tested for a
   possible extension of the actual weighted average life in its
   analysis.


CRAFT NO. 1: Moody's Cuts Rating on Trust 1998-A Notes to Caa3
--------------------------------------------------------------
Moody's Investors Service has downgraded its rating on the Class A
Notes issued by CRAFT No. 1 Trust 1998-A (CRAFT).

The complete rating action is:

Issuer: CRAFT No. 1 Trust 1998-A

Class A Floating Rate Notes due May 15, 2020, downgraded to Caa3
(sf); previously on Feb. 18, 2010, downgraded to Caa1 (sf) and
placed on review for possible downgrade.

Ratings Rationale

The prospects for future cash flow from the aircraft portfolio is
weak in relation to CRAFT obligations.  Based on the revenue
levels under the current lease and financing arrangements and
estimates of future revenues from the remarketing of off-lease
aircraft, it is likely that the Class A Notes will suffer a
noticeable loss.

The CRAFT transaction is backed by financing and lease cashflows
and aircraft values associated with a portfolio of 41 Bombardier
Dash 8 200 and CRJ 200 aircraft.  In the wake of airline
bankruptcies since the deal was issued, a number of aircraft in
the CRAFT portfolio came off their original lease and financing
arrangements, and many aircraft in the portfolio have spent
varying periods of time off-lease, which lowered revenues to date
and slowed amortization.  Most recently, following Mesa's
bankruptcy last year, ten aircraft have been returned to CRAFT
and another aircraft may return within the next 12 months.  As a
result, currently there are 14 aircraft off-lease and only 13
aircraft which are still subject to financing arrangements; the
remaining 14 aircraft are subject to operating leases.

The Class A Notes are receiving full interest payments which are
supported by lease and sale revenues to the trust. In addition,
they will have the benefit of support from the liquidity facility
if needed. The Class A Notes are currently about $13.9 million
(~8.5%) behind their Target Balance.  Nevertheless, the prospects
for future cash flow are weak. This is due to the significant
number of aircraft under operating leases and the challenging
market conditions for CRJ 200's, which are reflected by the 14
aircraft off-lease.  Thus, based on the revenue levels under the
current lease and financing arrangements and estimates of future
revenues from the remarketing of off-lease aircraft, it is likely
that the Class A Notes will suffer a noticeable loss.  The
principal pay-down of the Class A Notes over the coming 5-7 years
depends, largely, on the ability of Bombardier, in its capacity as
servicer to CRAFT, to re-lease or sell the aircraft that are on
the ground as well as those coming off operating leases.

The principal methodology used in this rating was "Moody's
Approach to Pooled Aircraft-Backed Securitization" published in
March 1999.  Other methodologies and factors that may have been
considered in the process of rating the Notes can be found on
www.moodys.com in the Rating Methodologies sub-directory.

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


CREST 2004: S&P Lowers 3 Classes of Notes' Ratings to 'CCC-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A, B-1, B-2, C-1, C-2, D, E-1, E-2, F, G-1, G-2, H-1, and H-
2 notes from Crest 2004-1 Ltd., a collateralized debt obligation
(CDO) transaction backed by commercial real estate assets.  "At
the same time, we removed our ratings on the class F, G-1, G-2, H-
1, and H-2 notes from CreditWatch, where we placed them with
negative implications on Jan. 19, 2011," S&P said.

"The lowered ratings reflect, among other factors, an increase
in defaults and deterioration in the credit quality of the
underlying collateral in the portfolio since our August 2010
rating actions.  Based on the Feb. 28, 2011 monthly trustee
report, approximately 35% ($137 million) of the total securities
in the underlying collateral pool were defaulted securities, up
from 12% ($47 million) as of July 2010.  Additionally, as of
February 2011, approximately 28% of the portfolio consisted of
assets from obligors rated in the 'CCC' category, up from 8% in
July 2010," S&P noted.

In addition, the transaction failed its overcollateralization
(O/C) ratio tests.  Based on the February 2011 trustee report, the
A/B O/C ratio was 129.54%, versus the required 161.00%.  The
failure of the O/C ratio tests has prevented the mezzanine and
subordinate classes from receiving current interest, and the
diverted interest is being used to reduce the balance of
the senior notes.

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

Rating and CreditWatch Actions

Crest 2004-1 Ltd.
                Rating
Class       To          From
A           BBB+ (sf)   AA+ (sf)
B-1         BB+ (sf)    AA- (sf)
B-2         BB+ (sf)    AA- (sf)
C-1         BB- (sf)    A- (sf)
C-2         BB- (sf)    A- (sf)
D           B (sf)      BBB+ (sf)
E-1         CCC- (sf)   BBB- (sf)
E-2         CCC- (sf)   BBB- (sf)
F           CCC- (sf)   BB+ (sf)/Watch Neg
G-1         CC (sf)     BB- (sf)/Watch Neg
G-2         CC (sf)     BB- (sf)/Watch Neg
H-1         CC (sf)     B+ (sf)/Watch Neg
H-2         CC (sf)     B+ (sf)/Watch Neg


DELTA AIR: S&P Rates Series 2011-1 Class A Pass-Through Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'A-
(sf)' rating to Delta Air Lines Inc.'s series 2011-1 class A pass-
through certificates with an expected maturity of April 15, 2019.
The final legal maturity will be 18 months after the expected
maturity.  The issue is a drawdown under a Rule 415 shelf
registration.

Ratings List

Delta Air Lines Inc.
Corporate credit rating                  B/Stable/--

New Ratings

Delta Air Lines Inc.
  Series 2011-1 class A pass-thru certs   A- (sf)

The 'A- (sf)' rating is based on Delta's credit quality,
substantial collateral coverage, and on legal and structural
protections available to the pass-through certificates.  The
company will use proceeds of the offering to refinance aircraft it
already owns: 10 Boeing B737-800s, 12 B757-200s, and four B767-
300ERs.  The planes were originally delivered to Delta in 1995
through 2001, and currently collateralize existing pass-through
certificates that will mature in September 2011.  "Each aircraft's
secured notes are cross-collateralized and cross-defaulted -- a
provision we believe increases the likelihood that Delta would
affirm the notes (and thus continue to pay on the certificates) in
bankruptcy," S&P said.

The pass-through certificates are a form of enhanced equipment
trust certificates (EETCs) and benefit from legal protections
afforded under Section 1110 of the U.S. 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 Delta in a bankruptcy with
regard to the certificates.

The 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 Delta will refinance with the proceeds from the
certificates.  Amounts deposited under the escrow agreements are
not the property of Delta 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.

"We believe that Delta 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 Delta rejected any of
the aircraft notes.  This should prevent Delta from selectively
affirming some aircraft notes and rejecting others
("cherry-picking"), which often harms the interests of
certificateholders in a bankruptcy," S&P said.

"We consider the collateral pool overall to be of fairly good
quality, with some aircraft models more attractive than others.
The largest proportion of initial appraised value (about 48% of
the appraised values that our analysis focused on) comprises B737-
800s.  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 into the plane, its wide
user base, and expected strong demand over the next couple of
years, we consider it to be the best aircraft collateral
available.  Airbus SAS recently announced a more fuel-efficient
new engine option (NEO) for its competing A320 family of
narrowbody planes, with initial deliveries targeted for 2016.
Boeing Co. has not yet announced a response, but we believe it's
more likely that they will introduce a fully new successor to the
current generation of B737s (including the B737-800) around 2020,
rather than attempt to counter with a re-engined B737 (technically
more difficult for the B737 than for the A320).  We believe that
the most significant effect of the introduction of the NEO
planes will be on values of older generation narrowbodies
introduced in the 1980s: the B737-300, -400, and -500, and the
earliest versions of the A320, rather than the current-technology
narrowbodies.  Those earlier models are already under value
pressure because they are less fuel efficient.  The Delta pass-
through certificates are scheduled to mature in 2019, so we
believe the effect on the B737-800s that partly collateralize the
certificates should be moderate," S&P related.

The second-largest concentration of collateral value (33%) is
B757-200s.  The B757-200 is a large narrowbody aircraft introduced
in the 1980s and widely used, especially by U.S. airlines.
"Boeing has introduced a successor, the B737-900, but it does not
have the same range as the B757-200 (which, in certain versions,
can fly trans-Atlantic) and has not been widely ordered by
airlines.  Still, the technology incorporated into these planes is
of an older generation, and we believe that, in an industry
downturn, values of this collateral could fall more materially
than those of the B737-800s.  The remaining 19% of collateral
value is B767-300ERs, a small widebody introduced in the 1980s.
This plane has a fairly wide user base and is well suited to
flying international routes that cannot support larger models.  It
will eventually be superseded by the new B787, but values have
been buoyed by repeated delays in the introduction of the B787.
Like the B757-200, we believe that its values could be more
volatile than those of the B737-800s," S&P said.

"Our 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.  We
judged that the nine- to 10-year-old B737-800 aircraft would
exhibit somewhat greater potential volatility of values than the
new delivery B737-800s in an airline industry downturn, and
factored that into our conclusions," according to S&P.

The initial and maximum loan-to-value (LTV) of the class A
certificates is 52.3%, using the appraised base values and
depreciation assumptions in the offering memorandum.  "However, we
focused on more-conservative current market values for the
aircraft, based on our comparison of various base and current
market value appraisals that we examined with our own internal
sources of information.  We used a starting collateral value of
$500 million, which is 11% lower than the prospectus values.  We
also use more-conservative depreciation assumptions for all of the
planes than those in the prospectus.  We assumed that, absent
cyclical fluctuations, values of the B737-800s would decline by
5% of the preceding year's value per year; the B757-200s by 8%;
and the B767-300ERs 7%.  Using these values and assumptions, the
class A initial LTV is higher -- 58.5% -- and rises slightly to
more than 60% at its highest point before declining gradually,"
S&P related.

"Our analysis also considered that a full draw of the liquidity
facility (plus interest on those drawdowns) constitutes a claim
senior to the certificates.  However, because of current low
interest rates and the single-class structure, this amount is
somewhat below levels (as a percent of asset value) of EETCs
sold before 2008. Through the life of the transaction, a full
draw, with interest, is equivalent to about 5% of asset value,
using our assumptions.  However, we note that the transaction is
structured so that Delta could later issue class B certificates.
If those certificates had a liquidity facility, draws on that
facility would rank senior to repayment of the class A principal
and interest, effectively raising the total LTV.  We would review
our rating on the class A certificates in such an event.  In the
past, airlines have structured follow-on certificates of this kind
in such a way as to not affect the rating of the outstanding
senior certificates," S&P added.


FLORIDA CDD: S&P Lowers Ratings on Seven Bond Series to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
ratings on seven Florida community development district's bond
series due to its view that these series have inadequate funding
of their debt service reserve funds (DSR).  The outlook on all the
ratings is stable.

Special assessment are levied to match debt service payments with
very limited excess cash flow, therefore, the debt service reserve
is an important security feature that provides additional
liquidity if assessments are not received in full or on a timely
basis.  Each bond series is funded by a surety bond that is
either rated speculative grade ('BB+' or lower) or does not have a
current rating from Standard & Poor's.  "In our opinion, the
current credit quality of these DSR providers raises concerns
about the availability of this liquidity should it be needed to
make debt service payments and weakens a security feature that we
consider essential to maintaining investment grade ratings on
these bonds," said Standard & Poor's credit analyst Andrew Teras.
"The outlook is stable and reflects our view that the current
rating level appropriately reflects the risks associated with an
inadequately funded debt service reserve," he added.

Non-ad valorem special assessments imposed and levied on specific
land parcels within each CDD and collected by the respective
county in which each district is located secure all the bonds.

These bond series have a DSR that is funded with a surety bond
provided by Radian Asset Assurance Inc. (BB-/Negative):

    * Falcon Trace CDD, series 2007: to BB/Stable from A-/Stable;
    * Panther Trace CDD, series 2007: to BB/Stable from A-/Stable;
      and
    * Rivercrest CDD, series 2007: to BB/Stable from A-/Stable.

These bond series have a DSR that is funded with a surety bond
provided by CIFG Assurance North America Inc. (NR):

    * Northwood CDD, series 2008: to BB/Stable from BBB+/Stable;
    * Piney Z CDD, series 2008: to BB/Stable from BBB/Stable;
    * Remington CDD, series 2008-1: to BB/Stable from BBB/Stable;
      and
    * Remington CDD, series 2008-2: to BB/Stable from A-/Stable.


GSC PARTNERS: S&P Raises Rating on Class D Notes to 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C, D, and E notes from GSC Partners CDO Fund VII Ltd., a
collateralized loan obligation (CLO) transaction managed by GSC
Partners.  "At the same time, we removed our ratings on the class
C and D notes from CreditWatch, where we had placed them with
positive implications on Jan. 3, 2011.  In addition, we affirmed
our ratings on the class A-1, A-2, and B notes from the same
transaction," S&P said.

"The upgrades reflect improved performance we have observed in
the deal's underlying asset portfolio since we lowered our
ratings on the class C, D, and E notes on Feb. 17, 2010, following
the application of our September 2009 corporate collateralized
debt obligation (CDO) criteria.  We based our February 2010
rating actions on information contained in the Dec. 22, 2009,
trustee report.  As of the Feb. 15, 2011 trustee report, the
transaction had $34.59 million of defaulted assets, compared with
$60.39 million in defaults in the Dec. 22, 2009 trustee report.
Assets with ratings of 'CCC+' or lower equaled approximately
$66.22 million in February 2011, compared with approximately
$104.76 million at Dec. 22, 2009.  In addition, the class A-1 and
A-2 notes have paid down approximately $36.68 million since
December 2009, leaving them at approximately 77.7% of their
original par balance at issuance," S&P stated.

The transaction has benefited from an increase in the
overcollateralization (O/C) available to support the rated notes.
The trustee reported these O/C ratios in the Feb. 15, 2011 monthly
report:

     * The class A/B O/C ratio was 136.39%, compared with a
       reported ratio of 121.15% in December 2009;

     * The class C O/C ratio was 121.76%, compared with a reported
       ratio of 109.63% in December 2009;

     * The class D O/C ratio was 112.71%, compared with a reported
       ratio of 102.25% in December 2009; and

     * The class E O/C ratio was 106.25%, compared with a reported
       ratio of 96.77% in December 2009.

The affirmations on the class A-1, A-2, and B notes reflect S&P's
opinion of the availability of sufficient credit support at the
current rating levels.

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

Rating and CreditWatch Actions:

GSC Partners CDO Fund VII Ltd.
              Rating
Class     To           From
C         A- (sf)      BBB+ (sf)/Watch Pos
D         BB+ (sf)     B+ (sf)/Watch Pos
E         CCC+ (sf)    CCC- (sf)

Rating Affirmed

GSC Partners CDO Fund VII Ltd.

Class         Rating
A-1           AAA (sf)
A-2           AAA (sf)
B             AA (sf)


JAMAICA DIVERSIFIED: Fitch Affirms Ratings on 2 Notes at 'BB'
-------------------------------------------------------------
Fitch Ratings has affirmed Jamaica Diversified Payment Rights
Company's series 2006-1 and series 2007-1 notes at 'BB'.  The
Rating Outlook is Stable.

The rating reflects structural mitigants to several sovereign and
bank risks associated with Jamaica and NCB, allowing the rating of
the securitization to reach 'BB'.  The rating also reflects the
strength of the bank's diversified payment rights (DPR) flows and
coverage levels and the legal structure of the transaction.
Quarterly coverage levels for the program during 2010 averaged
approximately 50 times (x) maximum quarterly debt service.

The transaction is a securitization of existing and future U.S.
dollar-denominated DPRs originated by National Commercial Bank of
Jamaica Limited (NCB).  Upon their generation, the trust will have
rights to the DPRs through accounts maintained with designated
depositary banks (DDBs).  DPRs refer to electronic payment orders
intended for payment to third party beneficiaries via NCB (i.e.
international trade financed by NCB, export remittances, workers
remittances, foreign direct investment, etc).

The assigned 'BB' rating is higher than Jamaica's long-term
foreign and local currency Issuer Default Ratings (IDR) of 'B-',
as the transaction mitigates certain sovereign risks associated
with Jamaica.  All DDBs have signed Notice and Acknowledgment
Agreements that obligate them to deposit DPR collections into a
designated collection account controlled by the indenture trustee,
and large coverage levels ensure that the incentive for government
interference remains low.  On average, over 97% of all collections
currently come via DDB transactions.

In February and March of 2011, Fitch affirmed Jamaica's Sovereign
IDR and NCB's IDR, respectively.  The Sovereign rating action
reflects Fitch's view of Jamaica's high institutional strength,
which has allowed it to provide policy responses to significant
fiscal challenges and balance-of-payments pressures over the
years.  The authorities also continue to make steady progress in
meeting the quantitative targets and implementing the reform
initiatives agreed as part of the IMF Stand-By Agreement (SBA),
reflecting their strong commitment to maintaining investor
confidence and stability.

The rating action on NCB reflects its strong domestic franchise
and stable profitability, as well as its high exposure to
sovereign debt and government entities, which comprised
approximately 59% of NCB's assets at September 2010.  The bank's
Rating Outlook is in line with Fitch's view of the sovereign's
creditworthiness.

NCB is currently the largest bank in the Jamaican system,
accounting for 39% of the system's assets at September 2010.
Fitch currently rates NCB's IDR at 'B-' with a Stable Outlook.


KEYCORP STUDENT: S&P Revises Rating on Bond to Reflect 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services corrected its 'AAA (sf)' rating
on the insured bond certificates relating to KeyCorp Student Loan
Trust 2003-A by placing it on CreditWatch with negative
implications.

"The rating reflects the higher of our ratings on (i) the
underlying security, class-II A-3 ('AAA (sf)/Watch Neg') from
KeyCorp Student Loan Trust 2003-A and (ii) the insurance provider,
MBIA Insurance Corp. ('B')," S&P explained.

"The rating action follows our March 5, 2010, placement of our
'AAA (sf)' rating on the underlying security on CreditWatch with
negative implications," S&P said.

"Due to an error, we did not contemporaneously change our rating
on the insured bond certificates with our rating action on the
reference obligation," S&P added.


KING/CHAVEZ ACADEMY: S&P Lowers Revenue Bond Rating to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB+'
from 'BBB-' on the education facilities revenue bonds issued by
California Municipal Finance Authority on behalf of the
King/Chavez Academy of Excellence, a California nonprofit public
benefit corporation.  The outlook is stable.  The corporation is
now known as King Chavez Public Schools.

"The rating action reflects our view of a precipitous drop in cash
over the last three years, the school's inability to meet debt
service and lease payment coverage from net revenues in fiscal
2010 due to an increase in debt service, and the school's
inability to meet maximum annual debt service coverage through net
revenues in any of the last five years," said Standard &
Poor's credit analyst Carlotta Mills.

In fiscal 2010, adjusted net revenues available to cover debt
service and lease payments rose to about $916,000, almost double
the amount available last year.  However, coverage of debt service
was only 0.84x because debt service and long-term lease payments
more than doubled.  "The cash position has declined in the last
three years to $265,000 in fiscal 2010 from $806,000 in fiscal
2008, which we believe is partly attributable to less than 1x debt
service coverage; management expects the cash position to drop
further in fiscal 2011.  In fiscal 2010, there was just eight days
of cash on hand," S&P said.

"Coverage of maximum annual debt service (which includes current
long-term lease payments of about $1.1 million) based on revenues
from fiscals 2006 through 2010 is what we consider inadequate,
ranging from 0.24x to 0.85x (0.79x in fiscal 2010).  Annual debt
service on the bonds is relatively level from 2013 to maturity at
about $860,000.  If the $300,000 in annual new lease payments
expected to start in fiscal 2012 are added, maximum annual debt
service coverage from fiscal 2010 net revenue falls to 0.62x," S&P
added.


MIAMI DADE: S&P Lowers Rating on Series 1998A Bonds to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Miami Dade County Housing Finance Authority, Fla.'s (Doral Terrace
Apartments Project) multifamily housing revenue bonds series 1998A
to 'B' from 'AAA'.  The outlook is stable.

"The downgrade is based on our view of the project's reliance on
short-term market rate investments," said Standard & Poor's credit
analyst Renee J. Berson.

The rating reflects S&P's view of the following:

    * Revenues from mortgage debt service payments and investment
      earnings that are insufficient to pay full and timely debt
      service on the bonds plus fees until maturity;

    * Debt service coverage projected to fall below investment-
      grade levels in 2025; and

    * Asset/liability parity projected to fall below 100% in
      beyond 2018.

Credit strengths include S&P's opinion of:

    * Investments held in 'AAAm'-rated First American Treasury
      Obligations Fund Class Y money market fund; and

    * The high credit quality of the Fannie Mae pass-through
      certificate, which S&P considered to be 'AAA' eligible.

Standard & Poor's revised its methodology for certain federal
government-enhanced housing transactions that have funds invested
in money market funds and other investments with no guaranteed
rate of return.

Standard & Poor's has analyzed updated financial information
based on its current stressed reinvestment rate assumptions for
all scenarios as set forth in the related criteria articles.
"We believe the bonds are unable to meet all bond costs from
transaction revenues until maturity, assuming these reinvestment
earnings," S&P added.


MIDLAND LUTHERAN: Fitch Cuts $18.54MM Revenue Bond Rating to 'B'
----------------------------------------------------------------
Fitch Ratings has downgraded $18.54 million of education facility
revenue bonds issued by the Nebraska Educational Finance Authority
on behalf of Midland Lutheran College (Midland) to 'B' from 'BB'.
The Rating Outlook is Stable.

Rating Rationale:

   -- The downgrade reflects Midland's inability to correct the
      systemic mismatch of revenues and expenses that has driven a
      history of highly negative operating performance and a
      critical depletion of financial resources.

   -- The college's outstanding debt results in a highly leveraged
      position, which has been further burdened by short-term
      borrowing to support operations in recent years.

   -- Midland was able to turn around annual enrollment losses
      that have hindered the college's operating flexibility in
      fall 2010 as a result of an influx of students transferring
      from nearby Dana College, which closed its doors in July
      2010.

   -- The college's senior management team, which experienced
      significant turnover at the vice president level in the past
      three years, received a new president in March 2010 who has
      initiated a three-year turnaround plan to address the
      financial and enrollment issues that the college faces.

Key Rating Drivers:

   -- The successful implementation of management's three-year
      financial turnaround plan.

   -- The ability to sustain enrollment gains realized in fall
      2010 through newly implemented, rigorous recruitment
      practices.

Security:

The bonds are a general obligation of the college, additionally
secured by a cash funded debt service reserve.

Credit Summary:

The rating downgrade to 'B' from 'BB' reflects the critical
depletion of Midland's available funds, defined by Fitch as cash
and investments not permanently restricted, caused by a long
history of significantly negative operating performance and
subsequent heavy reliance on its unrestricted financial resources.
The college's operating margin (prior to any endowment support)
averaged negative 26.8% over the past five years.  As a result
of the systemic mismatch between revenues and expenses that has
gone uncorrected, the college has completely exhausted its
available funds, which dipped to negative levels in fiscal 2009.
In fiscal 2010, the board authorized the college to borrow up to
$2.5 million against its permanently restricted endowment, a sign
of severe financial duress.  In addition, the college is actively
seeking to have restrictions on endowment funds waived in order to
regain some level of financial flexibility during its planned
recovery period.

The college's fundamental lack of financial flexibility has been
exacerbated by enrollment declines in each year from fall 2006
to fall 2009.  In fall 2010, the trends were reversed with a
sharp increase of 51.7% in total enrollment. The improvement is
attributable, for the most part, to Midland's efforts to enroll
students from nearby Dana College, which ceased operations in
July 2010.  In total, the college enrolled 320 students who
planned to study at Dana College.  In addition to accepting
transfer students, Midland also absorbed two successful sports
programs from Dana College -- bowling and wrestling -- which were
not offered previously.  The college expects these sports to
attract student athletes in coming years, particularly given cuts
in these athletic programs at several regional schools.  The
college also expects the growth of two graduate programs --
education and professional accounting -- to stabilize enrollment
over time.  Early indications for fall 2011, including the number
of applications received to-date, point to improvements in
traditional recruiting that will be crucial to sustaining the
enrollment growth achieved in fall 2010.  Fitch views these
positive enrollment indicators, which also point to an ability to
increase the student-generated revenues on which the college is
heavily reliant, as the basis of the Stable Outlook.  Any
inability to sustain improved enrollment levels, and thus grow
related, student-generated revenues, will have a negative ratings
impact.

Management at the college experienced significant changes over the
past three years including a new president in March 2010, who
immediately set about making necessary changes at the college.
The president initiated the planning process for a three-year
financial turnaround, which included an early retirement plan for
faculty to reduce expenses.  The plan, available to 32 faculty
members, was accepted by 19.  The college also brought in a new
director of admissions, who is being aided by an outside
consultant to address the college's history of enrollment issues
and weak market position.  In addition, a new vice president for
student development and a chief academic officer have been brought
on board to improve students' education and experience at Midland.
Finally, the college has appointed a new director of development
to improve Midland's fundraising capabilities.

Midland Lutheran College, which was rebranded Midland University
in 2010, is a private, co-educational liberal arts college located
in Fremont, Nebraska, approximately 35 miles northwest of Omaha.
The college primarily serves undergraduate students, but added
masters programs in education and professional accounting in fall
2009.  Midland is affiliated with the Evangelical Lutheran Church
in America.


MUTEKI LTD: Moody's Cuts Muteki Ltd. Series 2008-1 Rating to C
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating of these notes
issued by Muteki Ltd.:

US$300,000,000 Series 2008-1 Class A Principal At-Risk Variable
Rate Notes due May 2011, Downgraded to C(sf); previously on
May 14, 2008 Assigned Ba2(sf).

RATINGS RATIONALE

Muteki Ltd. is a catastrophe bond program that can issue notes in
different series to cover natural catastrophe risks over specific
risk periods.  Investors in the Series 2008-1 Class A Notes,
issued on May 14, 2008, provide protection to Munich Re, acting as
counterparty in the transaction.  The Counterparty, in turn, has
entered into one or more reinsurance contracts with Zenkyoren, the
National Mutual Insurance Federation of Agricultural Cooperatives
of Japan outside of this transaction, to provide coverage to the
Reinsured against losses resulting from covered earthquakes in
Japan.

According to Moody's, the rating action taken on the Class A
notes is primarily the result of the M9.0 Tohoku Pacific
Offshore Earthquake that occurred in Japan on March 11, 2011.
Moody's obtained seismic data directly from K-Net and estimated
the value of the parametric index for this event using the
corresponding recording station weights in the parametric index
formula.  Based on Moody's calculation, it expects that the
losses in the transaction due to the Japan Earthquake, as an
event covered under the terms of the transaction, will breach
the attachment level and reach the exhaustion level, likely
resulting in complete loss of principal to Class A noteholders.

Muteki Ltd. is a single-peril catastrophe bond that uses a
parametric index (the "Index Value") to determine the occurrence
and severity of losses due to an earthquake in Japan.  Indeed,
losses to the Notes occur either when the Index Value, which is a
function of the values of the maximum peak ground acceleration
(PGA) recorded at specific recording stations in Japan and
published by K-Net, exceeds either the Event Attachment Index
Value (984) or, when a Dropdown Event has previously occurred, the
Dropdown Event Attachment Index Value (276).

Since no Dropdown Event had occurred prior to the occurrence
of the Japan Earthquake, the corresponding threshold for the
Index Value to determine whether losses have been incurred by
noteholders is the Event Attachment Index Value (984).  Moody's
notes that its calculation of the Index Value is based on data
released by K-Net from the readings of 693 recording stations out
of the approximately 1,200 stations located in Japan.  The data
reported by K-Net and used by Moody's was as of March 31, 2011.

Moody's will continue to assess the full impact of the Japan
Earthquake on the rating of the Class A notes following release of
the complete data from K-Net to the public, the receipt of an
Event Notice from the Counterparty, and the receipt of an Event
Report from AIR Worldwide Corporation, the Event Calculation
Agent.

The principal methodologies used in this rating were "Monitoring
Catastrophe Bonds: Assessing the Impact of Hurricane and
Earthquake Activity" published in October 2005 and "Moody's
Approach to Rating Catastrophe Bonds Updated" published in January
2004.

Further information on Moody's analysis of this transaction is
available on www.moodys.com

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.


OAKLEY DEVELOPMENT: S&P Lowers Tax Bonds Rating to 'BB+' From 'A-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating
and underlying rating (SPUR) to 'BB+' from 'A-' on Oakley
Redevelopment Agency, Calif.'s series 2008A subordinate-lien tax
allocation bonds.  The outlook is stable.

"The rating action reflects our assessment that annual debt
service coverage has dropped to below 1x coverage as a result of
the project area's large assessed value declines over the last
three years," said Standard & Poor's credit analyst Andrew Magee.

After increasing by 17.3% and 7.8% in 2007 and 2008, respectively,
total assessed value (AV) declined by 1.3% in 2009, 19.6% in 2010,
and 6.2% in 2011.

In 2008 the project area's base AV to total AV volatility ratio,
which measures the sensitivity of tax incremental revenues to
overall changes in AV, was 0.20.  However, that ratio worsened to
0.27 by 2011. In 2011, total AV decreased by 6.2%, whereas tax
increment revenues declined by 8.3%.  The 10 largest taxpayers
account for 24.7% of incremental AV.  District officials said
they have no record of any appeals this year.

Given declines in tax incremental revenue, S&P calculates annual
debt service coverage to be 0.97x based on the fiscal 2011 tax
increment levy.  Debt service for next year increases by 17.6%,
which, if AV doesn't grow, would cause coverage to weaken.  For
fiscal 2012, a tax passthrough agreement payment to an underlying
tax entity, which the agency currently pays senior to debt
service, expires.  "Accounting for the agency not making this
payment in fiscal 2012, and using projected revenues that
assume no changes to the current tax base, we calculate maximum
annual debt service (MADS) coverage to be 0.91x based on the
fiscal 2011 incremental tax levy," S&P said.  MADS occurs fiscal
2018.  The agency's projections show coverage to be below 1x until
2014.  "Thereafter, it projects coverage to remain what we see as
thin until 2020, when it expects coverage to be 1.20x," according
to S&P.  Agency assumptions include AV will remain flat until 2013
and grow by 2% thereafter.


REAL ESTATE ASSET: Moody's Affirms 18 CMBS Classes of REALT 2005-2
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 18 classes of
Real Estate Asset Liquidity Trust, Commercial Mortgage Pass-
Through Certificates, Series 2005-2:

   * Cl. A-1, Affirmed at Aaa (sf); previously on Nov 4, 2005
     Definitive Rating Assigned Aaa (sf);

   * Cl. A-2, Affirmed at Aaa (sf); previously on Nov 4, 2005
     Definitive Rating Assigned Aaa (sf);

   * Cl. XP-1, Affirmed at Aaa (sf); previously on Nov 4, 2005
     Definitive Rating Assigned Aaa (sf);

   * Cl. XP-2, Affirmed at Aaa (sf); previously on Nov 4, 2005
     Definitive Rating Assigned Aaa (sf);

   * Cl. XC-1, Affirmed at Aaa (sf); previously on Nov 4, 2005
     Definitive Rating Assigned Aaa (sf);

   * Cl. XC-2, Affirmed at Aaa (sf); previously on Nov 4, 2005
     Definitive Rating Assigned Aaa (sf);

   * Cl. B, Affirmed at Aa2 (sf); previously on Nov 4, 2005
     Definitive Rating Assigned Aa2 (sf);

   * Cl. C, Affirmed at A2 (sf); previously on Nov 4, 2005
     Definitive Rating Assigned A2 (sf);

   * Cl. D-1, Affirmed at Baa2 (sf); previously on Nov 4, 2005
     Definitive Rating Assigned Baa2 (sf);

   * Cl. D-2, Affirmed at Baa2 (sf); previously on Nov 4, 2005
     Definitive Rating Assigned Baa2 (sf);

   * Cl. E-1, Affirmed at Baa3 (sf); previously on Nov 4, 2005
     Definitive Rating Assigned Baa3 (sf);

   * Cl. E-2, Affirmed at Baa3 (sf); previously on Nov 4, 2005
     Definitive Rating Assigned Baa3 (sf);

   * Cl. F, Affirmed at Ba1 (sf); previously on Nov 4, 2005
     Definitive Rating Assigned Ba1 (sf);

   * Cl. G, Affirmed at Ba2 (sf); previously on Nov 4, 2005
     Definitive Rating Assigned Ba2 (sf);

   * Cl. H, Affirmed at Ba3 (sf); previously on Nov 4, 2005
     Definitive Rating Assigned Ba3 (sf);

   * Cl. J, Affirmed at B2 (sf); previously on Apr 8, 2010
     Downgraded to B2 (sf);

   * Cl. K, Affirmed at B3 (sf); previously on Apr 8, 2010
     Downgraded to B3 (sf); and

   * Cl. L, Affirmed at Caa1 (sf); previously on Apr 8, 2010
     Downgraded to Caa1 (sf)

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
1.6% of the current balance.  At last review, Moody's cumulative
base expected loss was 1.1%.  Moody's stressed scenario loss is
10.1% of the current balance.  Moody's provides a current list of
base and stress scenario losses for conduit and fusion CMBS
transactions on moodys.com at:

  http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255

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

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

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

The principal methodologies used in this rating were CMBS:
"Moody's Approach to Rating Canadian CMBS", published in May 2000
and Moody's Approach to Rating Fusion Transactions" published in
April 2005.  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 review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 level are driven
by property type, Moody's actual and stressed DSCR, and Moody's
property quality grade (which reflects the capitalization rate
used by Moody's to estimate Moody's value).  Conduit model results
at the B2 level are driven by a paydown analysis based on the
individual loan level Moody's LTV ratio.  Moody's Herfindahl score
(Herf), a measure of loan level diversity, is a primary
determinant of pool level diversity and has a greater impact on
senior certificates. Other concentrations and correlations may be
considered in Moody's analysis.  Based on the model pooled credit
enhancement levels at Aa2 and B2, the remaining conduit classes
are either interpolated between these two data points or
determined based on a multiple or ratio of either of these two
data points.  For fusion deals, the credit enhancement for loans
with investment-grade credit estimates is melded with the conduit
model credit enhancement into an overall model result.  Fusion
loan credit enhancement is based on the underlying rating of the
loan which corresponds to a range of credit enhancement levels.
Actual fusion credit enhancement levels are selected based on loan
level diversity, pool leverage and other concentrations and
correlations within the pool.  Negative pooling, or adding credit
enhancement at the underlying rating level, is incorporated for
loans with similar credit estimates in the same transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 23 compared to 30 at Moody's prior full review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated April 8, 2010.  Please see
the ratings tab on the issuer/entity page on moodys.com for the
last rating action and the ratings history.

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


RESIDENTIAL ASSET: Moody's Junks Ratings on 52 Classes
------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 109
tranches and confirmed the ratings of six tranches from 13
Subprime deals issued by Residential Asset Securities Corporation
(RASC) and six deals issued by Residential Asset Mortgage Products
(RAMP).  The collateral backing these deals primarily consists of
first-lien, fixed and adjustable-rate Subprime residential
mortgages.

Ratings Rationale

The actions are a result of deteriorating performance of Subprime
pools securitized before 2005.  Although most of these pools have
paid down significantly, the remaining loans are affected by the
housing and macroeconomic conditions that remain under duress.

The actions reflect Moody's updated loss expectations on Subprime
pools securitized before 2005.

The principal methodology used in these ratings was "Pre-2005 US
RMBS Surveillance Methodology" published in January 2011.

Moody's final rating actions are based on current levels of credit
enhancement, collateral performance and updated pool-level loss
expectations.  Moody's took into account credit enhancement
provided by seniority, cross-collateralization, excess spread,
time tranching, and other structural features within the senior
note waterfalls.

In addition, as to all the deals covered in these rating actions
except for RASC 1999-RS1, RAMP 2001-RS2, RAMP 2003-RZ1, and RAMP
2004-RZ3, Moody's has adjusted the ratings to reflect certain
loss allocation rules outlined in the Pooling and Servicing
Agreement (PSA). Each of the PSAs for these deals states that
losses are first covered by excess spread, then allocated to the
related group's certificated over-collateralization (OC) amount.
However, any remaining group losses will not be applied to the
related certificates until the aggregate deal collateral balance
is less than the aggregate balance of all Class A and Class M
certificates.  Group losses are never explicitly allocated to the
unrelated groups' certificated OC amount.  Previous rating actions
relied on conflicting language in the Prospectus Supplement, which
provides that collateral group losses not covered by excess spread
are allocated to the unrelated groups' certificated OC amount
after allocating to the related group's certificated OC amount.
The trustee has confirmed that it is following the PSA for all
deals covered in these rating actions and Moody's has adjusted its
analysis accordingly.

The approach "Pre-2005 US RMBS Surveillance Methodology" is
adjusted slightly when estimating losses on
pools left with a small number of loans 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.  To
project losses on pools with fewer than 100 loans, Moody's first
estimates a "baseline" average rate of new delinquencies of 11%
for pools originated and securitized before 2005 ).  The baseline
rate is generally higher than the average rate of new
delinquencies for larger pools.  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 in performance.  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 2004 vintage, the adjusted rate of new delinquency
would be 11.11%.  In addition, if the current delinquency level in
a small pool is low, future delinquencies are expected to reflect
this trend.  To account for that, the rate calculated above is
multiplied by a factor ranging from 0.85 to 2.25 for current
delinquencies ranging from less than 10% to greater than 50%
respectively.  Delinquencies for subsequent years and ultimate
expected losses are projected using the approach described in the
methodology publication.

Certain tranches in transactions serviced by GMAC Mortgage, LLC's
(GMACM), were placed on review for possible downgrade in 2010 due
to two concerns regarding the servicer's practices.  Firstly,
GMACM used shared custodial bank accounts for multiple RMBS
transactions and secondly, GMACM had to suspend foreclosures in 25
states due to irregularities in its foreclosure processes.  As
GMACM is a subsidiary of C rated Residential Capital, LLC (RFC),
in case of a default, losses could have been absorbed by the
trusts.

Since the tranches were placed on review, GMACM has eliminated the
use of a common bank account across RMBS deals and set up
individual accounts for each transaction.  Also, GMACM has
reviewed and revamped its foreclosure process, and has lifted its
suspension of foreclosure sales and evictions on a case by case
basis.

The ratings actions are based on recent pool performance and the
available credit enhancement.  Moody's is not keeping these bond
under further review due to the two issues highlighted above as
they have been resolved.

However, the state attorneys general are engaged in ongoing
discussions with several servicers regarding loan modifications
and foreclosure procedures.  The ultimate settlement of those
discussions may entail fines, loan forgiveness, cash payments to
borrowers or other features that could reduce future cash flows to
RMBS investors.  Moody's will continue to monitor the outcome and
assess future credit implications on the ratings as the situation
evolves.

Certain securities, as noted below, are insured by financial
guarantors.  For securities insured by a financial guarantor, the
rating on the securities is the higher of (i) the guarantor's
financial strength rating and (ii) the current underlying rating
(i.e., absent consideration of the guaranty) on the security. The
principal methodology used in determining the underlying rating is
the same methodology for rating securities that do not have a
financial guaranty and is as described earlier.  RMBS securities
wrapped by Ambac Assurance Corporation are rated at their
underlying rating without consideration of Ambac's guaranty.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market.  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in late 2011, accompanied by continued stress in
national employment levels through that timeframe.

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

Complete rating actions are:

Issuer: RASC Series 2003-KS11 Trust

   -- Cl. A-I-4, Downgraded to A1 (sf); previously on April 8,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-I-5, Downgraded to A2 (sf); previously on April 8,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-I-6, Downgraded to A1 (sf); previously on April 8,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-1, Downgraded to Ba2 (sf); previously on April 8,
      2010 Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-2, Downgraded to Ca (sf); previously on April 8,
      2010 Baa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-3, Downgraded to Ca (sf); previously on April 8,
      2010 B3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-1, Downgraded to Caa2 (sf); previously on April 8,
      2010 A1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-2, Downgraded to C (sf); previously on April 8,
      2010 Baa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-3, Downgraded to C (sf); previously on April 8,
      2010 Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: RASC Series 2003-KS4 Trust

   -- Cl. A-I-5, Downgraded to Baa3 (sf); previously on April 8,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-I-6, Downgraded to Baa2 (sf); previously on April 8,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-II-A, Downgraded to Caa3 (sf); previously on April 8,
      2010 B1 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-II-B, Downgraded to Caa3 (sf); previously on April 8,
      2010 Caa1 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-III, Downgraded to Caa1 (sf); previously on April 8,
      2010 B3 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. M-I-1, Downgraded to Caa2 (sf); previously on April 8,
      2010 A1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-2, Downgraded to Ca (sf); previously on April 8,
      2010 Baa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-3, Downgraded to C (sf); previously on April 8, 2010
      Caa1 (sf) Placed Under Review for Possible Downgrade

Issuer: RASC Series 2003-KS5 Trust

   -- Cl. A-I-5, Downgraded to Caa2 (sf); previously on April 8,
      2010 Ba3 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-I-6, Downgraded to Caa1 (sf); previously on April 8,
      2010 Ba2 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-II-A, Downgraded to Caa3 (sf); previously on April 8,
      2010 Ba3 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-II-B, Downgraded to Caa3 (sf); previously on April 8,
      2010 Ba3 (sf) Placed Under Review for Possible Downgrade

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

Issuer: RASC Series 2003-KS9 Trust

   -- Cl. A-I-4, Downgraded to Caa1 (sf); previously on April 8,
      2010 B1 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-I-5, Downgraded to Caa2 (sf); previously on April 8,
      2010 B3 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-I-6, Downgraded to Caa1 (sf); previously on April 8,
      2010 B3 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-II-A, Downgraded to Caa3 (sf); previously on April 8,
      2010 B1 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-II-B, Downgraded to Caa3 (sf); previously on April 8,
      2010 B1 (sf) Placed Under Review for Possible Downgrade

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

Issuer: RASC Series 2004-KS1 Trust

   -- Cl. A-I-4, Downgraded to Baa2 (sf); previously on Mar 3,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-I-5, Downgraded to Baa2 (sf); previously on Mar 3,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-I-6, Downgraded to Baa1 (sf); previously on Mar 3,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-1, Downgraded to B2 (sf); previously on Mar 3, 2010
      A1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-2, Downgraded to Ca (sf); previously on Mar 3, 2010
      Baa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-3, Downgraded to C (sf); previously on April 8, 2010
      Caa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-1, Downgraded to Caa2 (sf); previously on Mar 3,
      2010 Aa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-2, Downgraded to C (sf); previously on Mar 3, 2010
      Baa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-3, Downgraded to C (sf); previously on April 8,
      2010 B2 (sf) Placed Under Review for Possible Downgrade

Issuer: RASC Series 2004-KS2 Trust

   -- Cl. A-I-4, Downgraded to Baa3 (sf); previously on April 8,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-I-5, Downgraded to Baa3 (sf); previously on April 8,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-I-6, Downgraded to Baa2 (sf); previously on April 8,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-1, Downgraded to B2 (sf); previously on April 8,
      2010 A1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-2, Downgraded to Ca (sf); previously on April 8,
      2010 Baa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-3, Downgraded to C (sf); previously on April 8, 2010
      Ca (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-1, Downgraded to Caa1 (sf); previously on April 8,
      2010 A1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-2, Downgraded to C (sf); previously on April 8,
      2010 Baa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-3, Downgraded to C (sf); previously on April 8,
      2010 Ca (sf) Placed Under Review for Possible Downgrade

Issuer: RASC Series 2004-KS3 Trust

   -- Cl. A-I-4, Downgraded to Baa3 (sf); previously on April 8,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-I-5, Downgraded to Baa3 (sf); previously on April 8,
      2010 Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-I-6, Downgraded to Baa2 (sf); previously on April 8,
      2010 Aa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-1, Downgraded to Caa1 (sf); previously on April 8,
      2010 A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-2, Downgraded to Ca (sf); previously on April 8,
      2010 Baa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-3, Downgraded to C (sf); previously on April 8, 2010
      Ca (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-1, Downgraded to Caa1 (sf); previously on April 8,
      2010 A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-2, Downgraded to C (sf); previously on April 8,
      2010 Ba1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-3, Downgraded to C (sf); previously on April 8,
      2010 Ca (sf) Placed Under Review for Possible Downgrade

Issuer: RASC Series 2004-KS4 Trust

   -- Cl. A-I-4, Downgraded to Caa3 (sf); previously on April 8,
      2010 B3 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-I-5, Downgraded to Caa3 (sf); previously on April 8,
      2010 B3 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-I-6, Downgraded to Caa2 (sf); previously on April 8,
      2010 B3 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-II-A, Downgraded to Ca (sf); previously on April 8,
      2010 Caa1 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-II-B3, Downgraded to Ca (sf); previously on April 8,
      2010 Caa1 (sf) Placed Under Review for Possible Downgrade

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

Issuer: RASC Series 2004-KS5 Trust

   -- Cl. A-I-4, Downgraded to B2 (sf); previously on April 8,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-I-5, Downgraded to B2 (sf); previously on April 8,
      2010 Aa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-I-6, Downgraded to B1 (sf); previously on April 8,
      2010 Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-1, Downgraded to Caa3 (sf); previously on April 8,
      2010 Baa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-2, Downgraded to Ca (sf); previously on April 8,
      2010 B3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-3, Downgraded to C (sf); previously on April 8, 2010
      Caa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-1, Downgraded to Caa3 (sf); previously on April 8,
      2010 Baa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-2, Downgraded to C (sf); previously on April 8,
      2010 B2 (sf) Placed Under Review for Possible Downgrade

Issuer: RASC Series 2004-KS6 Trust

   -- Cl. A-I-4, Downgraded to Ba2 (sf); previously on April 8,
      2010 Aa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-I-5, Downgraded to Ba2 (sf); previously on April 8,
      2010 A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-I-6, Downgraded to Ba1 (sf); previously on April 8,
      2010 A1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-1, Downgraded to Caa2 (sf); previously on April 8,
      2010 Baa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-2, Confirmed at Ca (sf); previously on April 8, 2010
      Ca (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-1, Downgraded to Caa3 (sf); previously on April 8,
      2010 A1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-2, Downgraded to C (sf); previously on April 8,
      2010 B3 (sf) Placed Under Review for Possible Downgrade

Issuer: RASC Series 2004-KS7 Trust

   -- Cl. A-I-4, Downgraded to Caa3 (sf); previously on April 8,
      2010 B3 (sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa3 (sf); previously on April 8,
2010 B3 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-I-5, Downgraded to Caa3 (sf); previously on April 8,
      2010 B3 (sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa3 (sf); previously on April 8,
2010 B3 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-I-6, Downgraded to Caa2 (sf); previously on April 8,
      2010 B3 (sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa2 (sf); previously on April 8,
2010 B3 (sf) Placed Under Review for Possible Downgrade

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

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

Underlying Rating: Downgraded to Ca (sf); previously on April 8,
2010 Caa2 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-II-B3, Downgraded to Ca (sf); previously on April 8,
      2010 Caa2 (sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Ca (sf); previously on April 8,
2010 Caa2 (sf) Placed Under Review for Possible Downgrade

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

Issuer: Residential Asset Securities Corporation, Series 2001-KS1

   -- A-I-5, Downgraded to Caa3 (sf); previously on April 8, 2010
      Aa3 (sf) Remained On Review for Possible Downgrade

Underlying Rating: Downgraded to Caa3 (sf); previously on April 8,
2010 Aa3 (sf) Placed Under Review for Possible Downgrade

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

   -- A-I-6, Downgraded to Caa2 (sf); previously on April 8, 2010
      Aa3 (sf) Remained On Review for Possible Downgrade

Underlying Rating: Downgraded to Caa2 (sf); previously on April 8,
2010 Aa3 (sf) Placed Under Review for Possible Downgrade

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

   -- A-II, Confirmed at Aa2 (sf); previously on Mar 3, 2010 Aa2
      (sf) Placed Under Review for Possible Downgrade

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

Issuer: RAMP Series 2001-RS2, Mortgage Asset-Backed Pass-Through
Certificates, Series 2001-RS2

   -- Cl. A-II, Downgraded to A1 (sf); previously on Sep 27, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-1, Downgraded to B1 (sf); previously on April 8,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-2, Downgraded to Ca (sf); previously on April 8,
      2010 Aa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-3, Downgraded to Ca (sf); previously on April 8,
      2010 Baa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-II, Downgraded to C (sf); previously on April 8, 2010
      Ca (sf) Placed Under Review for Possible Downgrade

Issuer: RAMP Series 2004-KR1 Trust

   -- Cl. M-I-1, Downgraded to B2 (sf); previously on Mar 3, 2010
      A3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-2, Downgraded to Ca (sf); previously on April 8,
      2010 Caa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-1, Downgraded to B1 (sf); previously on Mar 3, 2010
      A1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-2, Downgraded to Ca (sf); previously on April 8,
      2010 Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: RAMP Series 2004-KR2 Trust

   -- Cl. M-I-2, Downgraded to Caa2 (sf); previously on Mar 3,
      2010 Baa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-3, Downgraded to Ca (sf); previously on April 8,
      2010 B2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-4, Downgraded to C (sf); previously on April 8, 2010
      Ca (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-1, Downgraded to Ba3 (sf); previously on Mar 3,
      2010 A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-2, Downgraded to Ca (sf); previously on April 8,
      2010 Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: Residential Asset Securities Corporation, Series 1999-RS1

   -- A-I-3, Downgraded to B3 (sf); previously on April 8, 2010
      Ba1 (sf) Placed Under Review for Possible Downgrade

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

Issuer: RAMP Series 2003-RZ1 Trust

   -- Cl. A-I-5, Downgraded to B2 (sf); previously on April 8,
      2010 A2 (sf) Remained On Review for Possible Downgrade

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

   -- Cl. A-I-6, Downgraded to B3 (sf); previously on April 8,
      2010 A2 (sf) Remained On Review for Possible Downgrade

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

   -- Cl. A-I-7, Downgraded to B2 (sf); previously on April 8,
      2010 A2 (sf) Remained On Review for Possible Downgrade

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

   -- Cl. A-II, Downgraded to B2 (sf); previously on April 8, 2010
      A2 (sf) Remained On Review for Possible Downgrade

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

Issuer: RAMP Series 2004-RZ2 Trust

   -- Cl. A-I-4, Downgraded to Caa2 (sf); previously on April 8,
      2010 Caa1 (sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa2 (sf); previously on April 8,
2010 Caa1 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-I-6, Downgraded to Caa2 (sf); previously on April 8,
      2010 Caa1 (sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa2 (sf); previously on April 8,
2010 Caa1 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-II, Confirmed at Caa2 (sf); previously on April 8,
      2010 Caa2 (sf) Placed Under Review for Possible Downgrade

Underlying Rating: Confirmed at Caa2 (sf); previously on April 8,
2010 Caa2 (sf) Placed Under Review for Possible Downgrade

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

   -- Cl. A-I-5, Confirmed at Caa3 (sf); previously on April 8,
      2010 Caa3 (sf) Placed Under Review for Possible Downgrade

Underlying Rating: Confirmed at Caa3 (sf); previously on April 8,
2010 Caa3 (sf) Placed Under Review for Possible Downgrade

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

Issuer: RAMP Series 2004-RZ3 Trust

   -- Cl. A-I-4, Downgraded to Ba1 (sf); previously on April 8,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-I-5, Downgraded to Ba2 (sf); previously on April 8,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-I-6, Downgraded to Ba1 (sf); previously on April 8,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-1, Downgraded to Ca (sf); previously on April 8,
      2010 Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-2, Downgraded to C (sf); previously on April 8, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-3, Downgraded to C (sf); previously on April 8, 2010
      Baa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-I-4, Downgraded to C (sf); previously on April 8, 2010
      Ba1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-1, Confirmed at Aa2 (sf); previously on Sep 27,
      2010 Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-2, Confirmed at A2 (sf); previously on Sep 27, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-3, Downgraded to Caa2 (sf); previously on April 8,
      2010 Baa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-II-4, Downgraded to C (sf); previously on April 8,
      2010 Ba3 (sf) Placed Under Review for Possible Downgrade

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF241461


A list of updated estimated pool losses and sensitivity analysis
is being posted on an ongoing basis for the duration of this
review period and may be found at:

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF237255


SACO I INC: Moody's Junks Ratings on 5 Tranches of Series 2000-3
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of seven
tranches from SACO I Inc. Series 2000-3.  The collateral backing
these deals primarily consists of first-lien, fixed and adjustable
rate Subprime residential mortgages.

Ratings Rationale

The actions are a result of deteriorating performance of Subprime
pools securitized before 2005.  Although most of these pools have
paid down significantly, the remaining loans are affected by the
housing and macroeconomic conditions that remain under duress.

The actions reflect Moody's updated loss expectations on Subprime
pools securitized before 2005.

The principal methodology used in these ratings was "Pre-2005 US
RMBS Surveillance Methodology" published in January 2011.

Moody's final rating actions are based on current ratings, level
of credit enhancement, collateral performance and updated pool-
level loss expectations relative to current level of credit
enhancement.  Moody's took into account credit enhancement
provided by seniority, cross-collateralization,excess spread, time
tranching, and other structural features within the senior note
waterfalls.

The Pre-2005 US RMBS Surveillance Methodology is adjusted slightly
when estimating losses on pools left with a small number of loans
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.  To project losses on pools with fewer than
100 loans, Moody's first estimates a "baseline" average rate of
new delinquencies of 11% for pools originated and securitized
before 2005).  The baseline rate is generally higher than the
average rate of new delinquencies for larger pools.  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 in performance.
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 2004 vintage, the
adjusted rate of new delinquency would be 11.11%.  In addition, if
the current delinquency level in a small pool is low, future
delinquencies are expected to reflect this trend.  To account for
that, the rate calculated above is multiplied by a factor ranging
from 0.85 to 2.25 for current delinquencies ranging from less than
10% 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 levels remain
high, and weakness persists in the housing market.  Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in late 2011, accompanied by continued stress in
national employment levels through that timeframe.

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

Complete rating actions are:

   Issuer: SACO I Inc. Series 2000-3

    * Cl. 1-B-1, Downgraded to Ba3 (sf); previously on Apr 8, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade;

    * Cl. 1-B-2, Downgraded to Ca (sf); previously on Apr 8, 2010
      A2 (sf) Placed Under Review for Possible Downgrade;

    * Cl. 1-B-3, Downgraded to Ca (sf); previously on Apr 8, 2010
      Ba1 (sf) Placed Under Review for Possible Downgrade;

    * Cl. 3-A, Downgraded to B1 (sf); previously on Apr 8, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade;

    * Cl. 3-B-1, Downgraded to Caa3 (sf); previously on Apr 8,
      2010 Aa2 (sf) Placed Under Review for Possible Downgrade;

    * Cl. 3-B-2, Downgraded to Ca (sf); previously on Apr 8, 2010
      A2 (sf) Placed Under Review for Possible Downgrade;

    * Cl. 3-B-3, Downgraded to Ca (sf); previously on Apr 8, 2010
      Baa2 (sf) Placed Under Review for Possible Downgrade.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF241538

A list of updated estimated pool losses and sensitivity analysis
is being posted on an ongoing basis for the duration of this
review period and may be found at:

   http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF237255


SALOMON BROTHERS: Moody's Upgrades Four and Affirms Five CMBS
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed five classes of Salomon Brothers Securities VII, Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2000-C1:

   * Cl. X, Affirmed at Aaa (sf); previously on Mar 7, 2001
     Definitive Rating Assigned Aaa (sf);

   * Cl. F, Upgraded to Aaa (sf); previously on Jul 30, 2010
     Upgraded to Aa3 (sf)

   * Cl. G, Upgraded to Aaa (sf); previously on Jul 30, 2010
     Upgraded to A2 (sf);

   * Cl. H, Affirmed at Ba1 (sf); previously on Mar 7, 2001
     Definitive Rating Assigned Ba1 (sf)

   * Cl. J, Affirmed at Ba3 (sf); previously on Jul 30, 2010
     Downgraded to Ba3 (sf);

   * Cl. K, Upgraded to Caa1 (sf); previously on Jul 30, 2010
     Downgraded to Ca (sf);

   * Cl. L, Upgraded to Caa3 (sf); previously on Jul 30, 2010
     Downgraded to C (sf);

   * Cl. M, Affirmed at C (sf); previously on Jul 30, 2010
     Downgraded to C (sf);

   * Cl. N, Affirmed at C (sf); previously on Jul 30, 2010
     Downgraded to C (sf)

Ratings Rationale

The upgrades are due to increased credit subordination, overall
improved pool performance, and better than expected resolution
of several loans that were in special servicing at last review.
Since the prior review, realized losses have increased by
$1.2 million while $7.6 million in losses were expected on the
loans liquidated from the pool.

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

Moody's rating action reflects a cumulative base expected loss of
15.0% of the current balance.  At last review, Moody's cumulative
base expected loss was 20.5%.  Moody's stressed scenario loss is
18.8% of the current balance.  Moody's provides a current list of
base and stress scenario losses for conduit and fusion CMBS
transactions on moodys.com at:

   http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255

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

Moody's forward-looking view of the likely range of performance
over the medium term. From time to time, Moody's may, if
warranted, change these expectations.  Performance that falls
outside the given range may indicate that the collateral's credit
quality is stronger or weaker than Moody's had anticipated when
the related securities ratings were issued.  Even so, a deviation
from the expected range will not necessarily result in a rating
action nor does performance within expectations preclude such
actions.  The decision to take (or not take) a rating action is
dependent on an assessment of a range of factors including, but
not exclusively, the performance metrics.

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets.  However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011 The hotel
and multifamily sectors are continuing to show signs of recovery,
while recovery in the office and retail sectors will be tied to
recovery of the broader economy.  The availability of debt capital
continues to improve with terms returning toward market norms.
Moody's central global macroeconomic scenario reflects an overall
sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodologies used in this rating were: "Moody's
Approach to Rating Fusion Transactions" published in April 2005
and "CMBS: Moody's Approach to Rating Large Loan/Single Borrower
Transactions" published in July 2000.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40. The
pool has a Herf of 5 compared to 7 at Moody's prior review.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated July 30, 2010. Please see the
ratings tab on the issuer / entity page on moodys.com for the last
rating action and the ratings history.

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

Deal Performance

As of the March 18, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 91% to
$64.0 million from $713.3 million at securitization.  The
Certificates are collateralized by 25 mortgage loans ranging in
size from less than 1% to 38% of the pool, with the top ten loans
representing 77% of the pool.  Six loans, representing 12% of the
pool, have defeased and are collateralized by U.S. Government
securities.

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


SAPPHIRE VALLEY: S&P Upgrades Class E Rating to 'BB+' From 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B, C, D, and E notes from Sapphire Valley CDO I Ltd., a cash
flow collateralized loan obligation (CLO) transaction managed by
Babson Capital Management.  "We removed the rating on the
class A notes from CreditWatch with positive implications.
Simultaneously, we affirmed our rating on the class X notes," S&P
related.

"In March 2010 we affirmed our ratings on this deal and removed
them from CreditWatch with negative implications.  According to
the February 2010 monthly trustee report (which we used for the
March 2010 rating action), the transaction was failing all of its
overcollateralization (O/C) tests and -- after paying the class B
interest -- was diverting interest and principal proceeds to
paying down the class A notes.  The class A balance was
$390.58 million in February 2010, approximately 93.33% of its
original balance.  The class C, D, and E notes were deferring
their interest," S&P related.

Since then, the transaction's performance improved and the O/C
ratios increased.  According to the February 2011 monthly trustee
report:

    * Class A/B O/C ratio was 114.49%, compared with 106.48% in
      February 2010;

    * Class C O/C ratio was 109.39%, compared with 102.08%;

    * Class D O/C ratio was 104.72%, compared with 98.02%; and

    * Class E O/C ratio was 101.37%, compared with 94.64%.

When calculating the O/C ratios, the trustee haircuts the portion
of the collateral--based on the type of security and the rating--
that is in excess of the percentage allowed in the transaction
documents.  The haircut in February 2011 was approximately 9.72%.

All O/C tests -- except that of class E -- currently pass.  The
improvement of all the O/C tests over time allowed the class C, D,
and E notes to eventually receive their deferred interest in full;
simultaneously, the class A balance is down to $356 million, which
is approximately 85% of its original balance.

The class E O/C test is currently failing and principal proceeds
will continue to be used to pay down the class A notes until the
test passes.  However, the class E O/C cure in the interest
proceeds section of the waterfall diverts available interest
proceeds -- after payment of any class E deferred interest -- to
paydown the class E notes until the test comes back into
compliance.  The January 2011 payment report indicates that the
class E note received $2.49 million as principal payment from
interest proceeds and as a result, its current balance decreased
to $15.50 million, which is 86.12% of its original balance.

The credit quality of the underlying portfolio had also improved
since the time of the last rating action.  The trustee reports
$26.897 million of 'CCC' rated collateral in February 2011, down
from $35.39 million in February 2010.  In addition, the defaults
according to the February 2011 monthly report are $1.9 million
par, down from $44 million in February 2010.

The paydowns, fewer defaults, and improvement in the credit
quality of the collateral improved the credit support to the rated
tranches at their prior rating levels resulting in the upgrades.

The class X note receives a scheduled payment every payment period
pari passu with the class A interest.  Its current balance of
$1.819 million (as of February 2010) is 36.39% of its original
balance.  "We affirmed the rating on class X based on its
available credit support and projected repayment schedule," S&P
related.

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

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

Rating Affirmed

Sapphire Valley CDO I  Ltd.

Class             Rating
X                   AAA


SOLEDAD REDEVELOPMENT: S&P Cuts Tax Allocation Bond Ratings to BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating
and underlying rating to 'BB+' from 'A-' on Soledad Redevelopment
Agency, Calif.'s 2007A and 2007B tax allocation bonds based on its
view of the merged project area's substantial drops in assessed
value in recent years, which resulted in maximum annual
debt service coverage levels falling below what S&P considers
adequate.  The outlook is stable.

The rating reflects S&P's view of the agency's:

    * Inadequate maximum annual debt service coverage of 0.97x;

    * Moderate volatility ratio (base-year to total AV) of 0.18 in
      fiscal 2011; and

    * Modest concentration in the project area's leading 10
      taxpayers.

Moderating factors, in S&P's view, include the project area's:

    * Available bond proceeds that can be used to pay for debt
      service if necessary; and

    * Fully funded cash debt reserve (DSR) fund, totaling
      $1.5 million as of the end of fiscal 2011.

"The stable outlook reflects our expectation that the agency will
likely meet its debt service obligations primarily through ongoing
tax increment revenue and the use of cash resources, which include
the agency's bond proceeds and debt service reserve," said
Standard & Poor's credit analyst Li Yang.

"The outlook also reflects our view of the possibility of more AV
declines; significant declines could lead to further negative
rating actions.  However, should AV levels increase, resulting in
coverage rising to what we consider adequate levels, then we could
raise the rating," S&P said.

Soledad, with an estimated population of 15,000, is located in
Monterey County's Salinas Valley on Highway 101, about 25 miles
south of Salinas and 120 miles south of San Francisco. The
community has traditionally served as an agricultural service
town, and increasingly serves as a bedroom community to
Salinas and Monterey.


SORIN REAL: S&P Affirms 'CCC-' Ratings on Three Classes
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes from Sorin Real Estate CDO IV Ltd. (Sorin IV), a
commercial real estate collateralized debt obligation (CRE CDO)
transaction.  "At the same time, we affirmed our 'CCC- (sf)'
ratings on three other classes from the same transaction," S&P
said.

"The downgrades reflect our assessment of the increases in
reported impaired assets ($89.6 million, 27.0% of the pool
balance).   The volume of the impaired assets prompted further
deterioration in the transaction's collateralization rate, which
fell to 93.9% as of the Feb. 28, 2011 trustee report, from 96.6%
as of the June, 30, 2010, trustee report," S&P noted.

According to the Feb. 28, 2011 trustee report, the transaction's
collateral totaled $332.2 million, while the transaction's
liability totaled $353.8 million, resulting in a collateralization
rate of 93.9%.  The transaction's current asset pool included:

    * Twelve commercial mortgage-backed securities (CMBS) tranches
      ($131.3 million, 39.5%);

    * Eight subordinate-interest loans ($128.8 million, 38.8%);

    * Six whole loans ($32.4 million, 9.7%);

    * One real estate investment trust (REIT) debt ($23.3 million,
      7.0%);

    * One CRE bond ($12.5 million, 3.8%); and

    * One CDO tranche ($4.1 million, 1.2%).

The trustee report noted eight defaulted loans in the pool
($67.2 million, 20.2%), as well as three defaulted securities
($20.1 million, 6.1%).  Standard & Poor's estimated asset
specific recovery rates for the loans reported as defaulted,
which ranged from 0.0% to 59.3%.  "We based the recovery rates
on information from the collateral manager, special servicer,
and third-party data providers," S&P noted.  The defaulted loans
are:

    * The 10 MetroTech subordinate loan ($21 million, 6.3%);

    * The Yellowstone bond ($12.5 million, 3.7%);

    * The Chico Mall subordinate loan ($8.5 million, 2.6%);

    * The Dyersburg Mall whole loan ($8.5 million, 2.6%);

    * The Weststate Land Partners whole loan ($8 million, 2.4%);

    * The Flag Luxury Properties second-lien subordinate loan
      ($4.5 million, 1.3%); and

    * Two Yellowstone Mountain Club whole loans ($4.2 million,
      1.3%).

According to the trustee report, the deal is passing all three
interest coverage tests but failing all three principal coverage
tests.

"We analyzed the transaction and its underlying collateral assets
according to our current criteria.  Our analysis is consistent
with the current lowered and affirmed ratings," S&P added.

Ratings Lowered

Sorin Real Estate CDO IV Ltd.
                  Rating
Class     To                   From
A1        B+ (sf)              BBB- (sf)
A2        B (sf)               BB+ (sf)
A3        B- (sf)              BB+ (sf)
B         CCC+ (sf)            BB (sf)
C         CCC- (sf)            B- (sf)
D         CCC- (sf)            CCC+ (sf)

Ratings Affirmed

Sorin Real Estate CDO IV Ltd.

Class     Rating
E         CCC- (sf)
F         CCC- (sf)
G         CCC- (sf)


SOUTHERN CALIFORNIA LOGISTICS: Moody's Cuts Bond Rating to 'B1'
---------------------------------------------------------------
Moody's has downgraded to B1 from Ba3 the rating on Southern
California Logistics Airport Authority's Subordinate Tax
Allocation Revenue Bonds (Southern California Logistic Airport
Project).  The bonds are secured solely by allocated incremental
revenues from all twelve sub-areas of Victor Valley Economic
Development Authority's (VVEDA) Project Area, net of housing set-
asides, debt service on senior lien bonds, and other senior pass-
throughs.  The downgrade affects approximately $51 million in
subordinate bonds.

Moody's has also affirmed the Baa3 rating on the Southern
California Logistics Airport Authority's Taxable Housing Set-Aside
Revenue Parity Bonds, (Southern California Logistics Airport
Project) Series 2007, also issued through Southern California
Logistic Airport Authority.  The housing bonds are secured solely
by the housing set-aside incremental revenue of the Southern
California Logistic Airport and Victorville sub-areas of the VVEDA
Project Area.  The rating affects approximately $40 million in
taxable bonds.  The outlook on both of these ratings is negative.

Ratings Rationale

The assessed values (AV) have suffered significant reductions in
value brought on by the collapse of residential property values.
The downgrade of the subordinate non-housing bonds is primarily
based on the continued, significant deterioration in incremental
tax revenues securing these bonds.  The annual incremental
revenues securing the subordinate non-housing bonds of the
Southern California Logistic Airport Authority are no longer
sufficient to cover total debt service, and the most recent debt
service payment was made in full by relying on previously
collected incremental revenues. Reasonable assumptions for AV
trends in the near term indicate high probability of shortfall in
meeting debt service requirements within two or three fiscal
years, after exhausting available borrowable resources and debt
service reserves.

The affirmation of the Baa3 rating on the Southern California
Logistic Airport Authority housing bonds primarily reflects the
fact that while incremental revenues securing these bonds
decreased by approximately 20% in 2011, this decline was not
unexpected and the resulting debt service coverage of 1.3x remains
consistent with the assigned rating.  The size of the project
areas is a credit positive for these types of credits in the long
term, as is Moody's expectation that with the stabilization of the
housing market AV may rebound.  The vast majority of the AV
declines resulted from Proposition 8 rollbacks enacted by the
County Assessor.  These properties' AVs will therefore not be
subject to the same strict AV growth limits that would result from
successful assessment appeals or market turnover, unless/until the
former, adjusted base AV is reestablished.

The negative outlook on these ratings reflects the likelihood of
continued assessed valuation declines and further erosion of debt
service coverage ratios.

KEY STRENGTHS - Non-housing bonds

   * Large underlying assessed valuation.

   * Large residential component adds diversity to the assessed
     valuation.

KEY CHALLENGES - Non -housing bonds

   * Rapid deterioration of property market values and assessed
     values.

   * Less than 1.0 times coverage of debt service.

   * Low incremental AV to total AV ratio which amplifies
     incremental AV fluctuations with respect to total AV
     fluctuations.

   * High incremental AV concentration.

KEY STRENGTHS - Housing bonds

   * Large underlying assessed valuation.

   * Large residential component adds diversity to the assessed
     valuation.

KEY CHALLENGES - Housing bonds

   * Rapid deterioration property market values and assessed
     values.

   * Low Incremental AV to Total AV ratio which amplifies
     Incremental AV fluctuations with respect to Total AV
     fluctuations.

   * High Incremental AV concentration.

NON-HOUSING SUBORDINATE BONDS:

Very Large Project Area Tax Base With Some Ownership
Concentration; Declining Tax Increment Revenues No Longer Provide
Coverage of Peak Debt Service

The Victor Valley Redevelopment Project Area (VVEDA Project Area)
spans more than 85,000 acres.  The project area was created by
Victor Valley Economic Development Authority (VVEDA) to stimulate
economic development in and around Victorville and the SCLA. VVEDA
is a Joint Exercise of Powers Authority which adopted its original
Redevelopment Plan to include the Southern California Logistic
Airport and 44,813 acres of adjacent properties within the
original territorial jurisdictions of the VVEDA Members, which
include: the County of San Bernardino, the City of Victorville,
the Town of Apple Valley, and the City of Hesperia.  In 2000, the
City of Adelanto became a member of VVEDA and 15,705 acres within
the City of Adelanto, the City of Victorville and unincorporated
areas of the County of San Bernardino were added as well.  In
2006, VVEDA added 24,610 acres within the City of Adelanto, the
City of Victorville, the Town of Apple Valley, and the County of
San Bernardino.

VVEDA delegated all of its redevelopment authority with respect to
the Airport to the Southern California Logistics Airport Authority
(SCLAA or Authority).  The Authority is empowered to issue bonds
and notes secured by tax increment revenues generated in the VVEDA
Project Area and allocated for use on the Airport pursuant to the
VVEDA Joint Powers Authority, to finance redevelopment activities
within and benefiting the Airport.

Southern California Logistics Airport Authority, which is the
issuer of the bonds, is also a Joint Exercise of Powers Authority
formed by the City of Victorville and Victorville Redevelopment
Agency.  The members of the Victorville City Council serve as
members of the Authority's Commission, and the Victorville City
Manager serves as the Authority's Executive Director.

The subordinate bonds are secured solely by all tax increment
revenues generated on the parcels comprising the Airport,
Victorville and all tax increment revenues pledged paid to the
Authority by the VVEDA Members from the VVEDA Project Area.  The
Bonds are not a debt of the VVEDA or the City of Victorville.

While the other members pledge one half of their increments to
debt service (including senior lien), net of housing set-aside and
senior pass-throughs, the City of Victorville has pledged all of
its available increment to debt service, including senior lien
(net of housing set aside and senior-pass throughs).  As a result,
the project areas in Victorville provide 68% of pledged revenues
(as defined by the Additional Bonds Test), although it accounts
for 60.0% of the total AV and 60.1% of the incremental AV.

Largely as the result of Proposition 8 adjustments made by the
county assessor between 2009 and 2011, total AV decreased from
$9.49 billion in 2009 to $7.79 billion in 2010 and $6.96 billion
in 2011. Between 2009 and 2010, as total AV decreased by17.9%, the
incremental AV securing the bonds decreased from $5.71 billion to
$4.00 billion, a decrease of 30.1%, which reduced debt service
coverage to just 1.07 times. In 2011, the total AV decline was
11.3%, which reduced the Incremental AV by 22.0% and resulted in a
debt service coverage of 0.87x.  The issuer reports that it made
its required debt service payment in December, 2010 with the help
of previously collected revenues.  At the end of 2009 the issuer
had presented reasonable cash flow projections which indicated the
likelihood that 2011 debt service could be met with the use of
previously collected tax increment, even in case of continued
significant AV contraction.

For 2012 and beyond, significant uncertainty remains about the
issuer's ability to meet all debt service requirements if the AV
does not begin to improve in the near term.  The issuer has
indicated that in the Fiscal Year 2012, it will continue to be
able to meet its debt service requirements with previously
collected tax increments and inter-fund loans, mostly consisting
of excess increment in the housing fund.  Even in the case of no
further declines in AV, in the fiscal year 2013, the likelihood of
relying on the debt service reserves and depleting them is high,
which raises the probability of insufficient funds for debt
service in 2014.  The debt service reserve for the Series 2007
Bonds is fully funded with cash at the annual debt service level
of $2.7 million.  The debt service reserve for the Series 2008
bonds is funded at $1.3 million which exceeds the near term annual
debt service of $410,000.

The Authority's fiscal consultant projects resumption of AV growth
in 2012 and beyond.  In 2012, AV is projected to increase by 0.83%
based on inflationary adjustment of 0.753% and a modest amount of
new growth. For 2013, the consultant's inflationary growth
assumption is 1.0%, and 2.0% thereafter.  If these growth rates
materialize, and the agency's available borrowable resources are
as currently assumed by the issuer, a debt service shortfall may
be averted and incremental revenues would once again provide 1.0
times coverage by 2016.  The project area's incremental AV to
total AV ratio of approximately 50% amplifies marginal changes in
total AV.  Therefore such marginal increases in AV will bode well
for recovery of incremental revenues. On the other hand, if AV
declines persist in 2012, subsequent AV increases have to be much
greater in magnitude to avoid debt service shortfalls.

In the medium to long term, it is possible that with the
stabilization of the housing market AV may rebound, since the vast
majority of AV declines were Proposition 8 rollbacks enacted by
the county assessor.  Parcels whose values were reduced pursuant
to Proposition 8 are not limited to annual increases of the lesser
of 2% or inflation; instead, their assessed values can increase as
market values rise until they reach their pre-Proposition 8
assessed value.  Moody's also notes that some industrial
development continues in the project area which also contributes
additional AV growth potential.

The 2011 tax base ownership is concentrated. The ten largest
secured tax payers represent 14.6% of total secured AV and 32.4%
of pledged tax revenue.  The largest taxpayer, High Desert Power
Trust, represents 12.15% of the AV increment securing the bonds
and 5.5% of the total AV underlying the increment.  Similarly, the
second largest taxpayer, Riverside Cement Company, represents 5.9%
of the AV increment and 2.7% of the total AV underlying the
increment.  In order to issue additional debt under the ABT, no
single entity can represent more than 5% of the total AV
underlying the incremental AV.  No additional debt is being
contemplated as this time since current coverage levels well below
the ABT.

Project Area Suffers From Some of the Steepest Declines in Hosing
Values Anywhere in the State

The City of Victorville dominates the project area and economic
expansion prior to the recent downturn had been robust.  The
current population of the city is estimated at more than 100,000,
while in 1994 it was approximately 60,000.  Much of this expansion
is tied to the formation of Victor Valley Economic Development
Authority in 1989 following the announcement of the closure of
George Air Force Base (now SCLA).  In 1992 the base was officially
closed. Victor Valley Redevelopment Project Area with its atypical
sub-areas was created in 1993 with special legislation passed in
1990.  In 1997 SCLA Authority (the issuer) was created by the city
of Victorville, and the Victor Valley Economic Development
Authority, which assigned airport control to Victorville.  In 1998
the redevelopment plan was amended to adjust the base year.  In
2001 Southern California Logistics Rail Authority was formed.  In
2006 the redevelopment plan was once again amended and expanded to
85,000 acres.  However since their peak in 2007, property values
have decreased by more than 60%.

Standard Additional Bonds Test Adjusted for Tax Payer
Concentration; Standard Reserve Requirement

Bondholders are protected from a reduction in current coverage
levels as a result of the issuance of additional bonds by the
requirement that incremental revenues provide at least 1.25 times
maximum annual debt service on all debt.  In addition, bondholders
are protected by the adjustment of revenues from tax payers whose
AV is greater than 5% of AV of the underlying pledged incremental
AV, as discussed above.  Bond holders are also protected by a debt
service reserve fund sized at the standard three tier, lesser-of
test.

Housing Bonds

The housing bonds are secured solely by the housing set-aside
increments of the SCLA and Victorville sub-areas whose combined AV
in 2011 is $5.25 billion, down from $5.71 billion, a decrease of
10.0%.  The incremental AV decreased from $3.03 billion to $2.50
billion, a decrease of 16.9%. Despite the large decrease, 2011
debt service coverage remained consistent with the current rating
at 1.3x and significantly stronger than the coverage for the non-
housing bonds.  With a static AV in the near term, the coverage
level should not change. Assuming the AV recovery scenario
outlined in the non-housing case, debt service coverage should
return to 1.5x by 2016. With a 5% AV decline, coverage would
decrease to 1.17x which could place additional pressure on the
rating.

Outlook

The negative outlook reflects the noted, but moderating, pressures
on the assessed and incremental values.  Further erosion of
incremental revenues would reduce coverage levels and accelerate
potential shortfalls in meeting debt service requirements in the
case of the non-housing bonds, and further erode coverage levels
for the housing bonds.

Key Statistics

Non-Housing Bonds:

   -- Total project area size: 85,000 acres

   -- Average annual growth of incremental AV., FYs 2003-2008:
      51.1%

   -- Incremental Value decline between 2009 and 2010: 30.1%

   -- Incremental Value Decline Between 2010 and 2011: 22.0%

   -- Largest taxpayer as % of incremental AV., FY 2011: 12.15%

   -- Ten largest taxpayers as % of incremental AV, FY 2010: 32.4%

   -- Peak total debt service coverage, FY 2011, est.: 0.87x

   -- Additional Bonds Test: 1.25x

Housing Bonds:

   -- Total project area size: 46,000 acres

   -- Peak total debt service coverage, FY 2011, 1.30x

What could move the rating UP

   -- Continued, long-term growth of project area AV

   -- Higher debt service coverage structured to be maintained
      over the long term

What could move the rating DOWN

   -- Decline in debt service coverage

   -- Decline in AV

   -- Increased concentration among the top taxpayers

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


STARLING FINANCE: S&P Downgrades Ratings on Two CDOs to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Starling
Finance PLC's series 2006-17 and 2006-19 floating-rate Clervaux
Portfolio credit-linked notes, which are synthetic collateralized
debt obligations (CDOs).  "We lowered the ratings on these notes
to 'D (sf)' from 'CCC- (sf)' due to principal losses on the
notes," S&P explained.

The downgrades follow a number of credit events within the
transactions' underlying asset portfolios that have caused partial
principal losses to the notes.

Ratings lowered:

Starling Finance PLC
             Rating
Series    To           From
2006-17   D (sf)       CCC- (sf)
2006-19   D (sf)       CCC- (sf)


TERREMARK WORLWIDE: S&P Upgrades Rating on Class E Notes to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2, B, C, D, and E notes from Madison Park Funding VI Ltd., a
collateralized loan obligation (CLO) transaction managed by CSFB
Alternative Capital Inc.  "At the same time, we removed our
ratings on the class A-2 and B notes from CreditWatch, where we
placed them with positive implications on Jan. 19, 2011.  We also
affirmed our 'AAA (sf)'rating on the class A-1 notes," S&P said.

"The upgrades reflect improved performance we have observed in the
deal's underlying asset portfolio since our March 10, 2010, rating
actions, when we downgraded the A-2, B, C, D, and E notes
following the application of our September 2009 CDO criteria for
corporate-backed securities.  The affirmation of the class A-1
notes reflects the availability of credit support at the
current rating level," S&P said.

"As per the February 2011 trustee report, the transaction had $4.2
million of defaulted assets in its collateral pool.  This was down
from $16.5 million as reflected in the January 2010 trustee
report, which we referenced for our March 2010 rating actions,"
S&P noted.

The transaction has also benefited from an increase in
overcollateralization (O/C) available to support the rated notes.
The trustee reported the following O/C ratios in the February 2011
monthly report:

    * The class A&B O/C ratio was 126.1%, compared with a reported
      ratio of 122.5% in January 2010;

    * The class C O/C ratio was 117.9%, compared with a reported
      ratio of 114.5% in January 2010;

    * The class D O/C ratio was 113.2%, compared with a reported
      ratio of 109.9% in January 2010; and

    * The class E O/C ratio was 109.0%, compared with a reported
      ratio of 105.9% in January 2010.

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

Rating and CreditWatch Actions

Madison Park Funding VI Ltd.
               Rating
Class     To             From
A-2       AA+ (sf)       AA- (sf)/ Watch Pos
B         AA- (sf)       A+ (sf)/ Watch Pos
C         A (sf)         BBB+ (sf)
D         BBB (sf)       BB+ (sf)
E         BB+ (sf)       B+ (sf)

Rating Affirmed

Madison Park Funding VI Ltd.

Class     Rating
A-1       AAA (sf)


VITALITY RE: S&P Assigns 'BB+' Preliminary Rating to Class B Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB (sf)' and
'BB+ (sf)' preliminary ratings to the series 2011-1 class A and B
notes, respectively, issued by Vitality Re II Ltd.

The preliminary ratings are based on information as of April 5,
2011.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

Vitality Re II Ltd.'s series 2011-1 note issuance is a
securitization covering medical benefit claims.  The notes cover
claims payments of Health Re Inc., and ultimately, Aetna Life
Insurance Co. (ALIC), relating to the covered insurance
business to the extent that the medical benefits ratio (MBR)
exceeds the class-specific MBR attachment levels.  The MBR will be
calculated on an annual aggregate basis.  Vitality Re II is a
Cayman Islands-exempted company licensed as a restricted class B
insurer in the Cayman Islands.

The preliminary ratings are based on the lower of the implied
ratings on the ceded risk; the rating on ALIC, the underlying
ceding insurer; and the rating on The Goldman Sachs Group Inc.,
the guarantor of Goldman Sachs & Co., the repurchase counterparty.
The ratings on the ceded risk are currently the lowest of the
three ratings. "However, if ALIC or Goldman Sachs Group were to
be rated lower than the ceded risk, we would lower the rating on
the notes accordingly," S&P said.

The underlying cedent and ultimate beneficiary of the coverage the
notes provide is ALIC.  The insurer financial strength rating on
ALIC (A+/Negative/--) and the counterparty credit rating on the
holding company, Aetna Inc. (A-/Negative/A-2) (collectively
referred to as Aetna), are based on Aetna's well-diversified
market profile, strong cash flow generation, and strong liquidity
and financial flexibility.  Key rating constraints include
economic and competitive pressures on industry operating margins
as well as the potential for regulatory/legislative decisions that
could negatively affect the industry.

Preliminary Ratings Assigned
Vitality Re II Ltd. - Series 2011-1

Issue                    Rating
Series 2011-1 class A    BBB (sf)
Series 2011-1 class B    BB+ (sf)


WACHOVIA BANK: Moody's Affirms 19 CMBS Classes of WBCMT 2005-C20
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 19 classes of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2005-C20:

   * Cl. X-P, Affirmed at Aaa (sf); previously on Sep 8, 2005
     Definitive Rating Assigned Aaa (sf);

   * Cl. X-C, Affirmed at Aaa (sf); previously on Sep 8, 2005
     Definitive Rating Assigned Aaa (sf);

   * Cl. A-4, Affirmed at Aaa (sf); previously on Sep 8, 2005
     Definitive Rating Assigned Aaa (sf);

   * Cl. A-5, Affirmed at Aaa (sf); previously on Sep 8, 2005
     Definitive Rating Assigned Aaa (sf);

   * Cl. A-6A, Affirmed at Aaa (sf); previously on Sep 8, 2005
     Definitive Rating Assigned Aaa (sf);

   * Cl. A-6B, Affirmed at Aaa (sf); previously on Sep 8, 2005
     Definitive Rating Assigned Aaa (sf);

   * Cl. A-PB, Affirmed at Aaa (sf); previously on Sep 8, 2005
     Definitive Rating Assigned Aaa (sf);

   * Cl. A-7, Affirmed at Aaa (sf); previously on Sep 8, 2005
     Definitive Rating Assigned Aaa (sf);

   * Cl. A-1A, Affirmed at Aaa (sf); previously on Sep 8, 2005
     Definitive Rating Assigned Aaa (sf);

   * Cl. A-MFL, Affirmed at Aa1 (sf); previously on Sep 9, 2010
     Downgraded to Aa1 (sf);

   * Cl. A-MFX, Affirmed at Aa1 (sf); previously on Sep 9, 2010
     Downgraded to Aa1 (sf);

   * Cl. A-J, Affirmed at A3 (sf); previously on Sep 9, 2010
     Downgraded to A3 (sf);

   * Cl. B, Affirmed at Baa2 (sf); previously on Sep 9, 2010
     Downgraded to Baa2 (sf);

   * Cl. C, Affirmed at Ba1 (sf); previously on Sep 9, 2010
     Downgraded to Ba1 (sf);

   * Cl. D, Affirmed at B2 (sf); previously on Sep 9, 2010
     Downgraded to B2 (sf);

   * Cl. E, Affirmed at Caa1 (sf); previously on Sep 9, 2010
     Downgraded to Caa1 (sf);

   * Cl. F, Affirmed at Caa3 (sf); previously on Sep 9, 2010
     Downgraded to Caa3 (sf);

   * Cl. G, Affirmed at Ca (sf); previously on Sep 9, 2010
     Downgraded to Ca (sf); and

   * Cl. H, Affirmed at C (sf); previously on Sep 9, 2010
     Downgraded to C (sf).

Ratings Rationale

The affirmations are due to key parameters, including Moody's
loan to value (LTV) ratio, Moody's stressed debt service coverage
ratio (DSCR) and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain the existing rating.

Moody's rating action reflects a cumulative base expected
loss of 4.0% of the current balance. At last review, Moody's
cumulative base expected loss was 9.4%. The pool has experienced
an additional $130.4 million in realized losses since last
review. Current cumulative base expected loss plus realized
losses represents 7.5% of the current balance compared to 7.3%
at last review. Moody's stressed scenario loss is 18.1% of the
current balance. Moody's provides a current list of base and
stress scenario losses for conduit and fusion CMBS transactions
on moodys.com at:

  http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255

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

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

Primary sources of assumption uncertainty are the current
sluggish macroeconomic environment and varying performance in
the commercial real estate property markets.  However, Moody's
expects to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011.  The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy.  The availability of debt
capital continues to improve with terms returning toward market
norms.  Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Conduit Transactions" published in September 2000.
This methodology is available on Moody's website at www.moodys.com

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity.  Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances.  The credit neutral Herf score is 40.  The
pool has a Herf of 36 compared to 33 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions.
Moody's monitors transactions on a monthly basis through two sets
of quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review.  Moody's prior full review
is summarized in a press release dated September 9, 2010.

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

Deal Performance

As of the March 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 27% to
$2.683 billion from $3.663 billion at securitization.  The
Certificates are collateralized by 168 mortgage loans ranging
in size from less than 1% to 7% of the pool, with the top ten
loans representing 44% of the pool.  The pool includes two
loans with investment grade credit estimates, representing 9%
of the pool, the same as at last review. Six loans, representing
1.4% of the pool, have defeased and are collateralized with U.S.
Government securities, the same as at last review.

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

Five loans have been liquidated from the pool since
securitization, resulting in an aggregate $132.5 million loss
(82% loss severity on average).  At last review the pool had
experienced less than $2.1 million of losses.  The largest loan
to liquidate was the Burlington Mall & Macon Mall Loan.  The
liquidation of this loan resulted in a $127.5 million loss (98%
loss severity on average) in September 2010.

Ten loans, representing 3% of the pool, are currently in special
servicing. The largest specially serviced loan is the JC Studios
Loan ($17.1 million -- 0.6% of the pool), which is secured by a
96,000 square foot (SF) industrial building located in Brooklyn,
New York.  The loan was transferred to special servicing in
October 2010 as the result of monetary default.  The loan is less
than one month delinquent.

The remaining nine specially serviced loans are secured by a mix
of property types.  The master servicer has recognized an
aggregate $12.3 million appraisal reduction for six of the
specially serviced loans.  Moody's has estimated an aggregate
$18.9 million loss (48% expected loss on average) for seven of the
specially serviced loans.

Moody's has assumed a high default probability for two poorly
performing loans representing 0.3% of the pool and has estimated a
$1.8 million loss (25% expected loss based on a 50% probability
default) from these troubled loans.  Moody's rating action
recognizes potential uncertainty around the timing and magnitude
of loss from these troubled loans.

Moody's was provided with full year 2009 operating results for 83%
of the pool and partial year 2010 financials for 75% of the pool.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 105% compared to 104% at last review.  Moody's net
cash flow reflects a weighted average haircut of 12% to the most
recently available net operating income.  Moody's value reflects a
weighted average capitalization rate of 9.4%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.47X and 1.04X, respectively, compared to
1.47X and 1.02X at last review.  Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit estimate is the 60 Hudson Street
Loan ($160.0 million -- 6.0% of the pool), which is secured by a
1.1 million SF Class B office and telecommunication building
located in the Tribeca area of New York City, New York.  The
largest tenants are MCI, Inc. (12% of the net rentable area (NRA);
lease expiration December 2014) and Sprint Communications (5% of
the NRA; lease expiration December 2012).  As of September 2010
the property was 64% leased, essentially the same as last review.
Despite the low occupancy, performance has been stable. Moody's
credit estimate and stressed DSCR are A2 and 1.86X, respectively,
compared to A2 and 1.93X at last review.

The second loan with a credit estimate is the Westfield San
Francisco Centre Loan ($60.0 million -- 2.2% of the pool), which
represents a 50% pari passu interest in a $120.0 million first
mortgage loan.  The loan is secured by a 498,100 SF retail center
located in downtown San Francisco, California. The sponsor is the
Westfield Group.  The property was 97% leased as of December 2010,
compared to 99% at last review.  The property is anchored by
Nordstrom and Bloomingdales.  Moody's credit estimate and stressed
DSCR are Baa2 and 1.31X, respectively, compared to Baa2 and 1.24X
at last review.

The top three conduit loans represent 19% of the pool balance.
The largest loan is the NGP Rubicon GSA Pool Loan ($192.6 million
-- 7.2% of the pool), which represents a 50% pari passu interest
in a $385.3 million first mortgage loan.  The loan is secured by a
portfolio of 13 office properties and one distribution center
located in ten states and the District of Columbia.  The portfolio
was 99% leased as of September 2010 compared to 97% at last
review.  Moody's LTV and stressed DSCR are 96% and 0.87X,
respectively, compared to 99% and 0.84X at last review.

The second largest loan is Americas Mart A-2 Loan ($188.3 million
-- 7.0% of the pool), which represents a 50% pari passu interest
in a $376.6 million first mortgage loan.  The loan is secured by a
4.1 million SF world market center consisting of a campus of three
integrated, interconnected buildings located in Atlanta, Georgia.
The property was 83% occupied as of September 2010, compared to
96% at securitization.  Property performance has deteriorated due
to declining rental rates and a decline in occupancy.  Moody's LTV
and stressed DSCR are 86% and 1.30X, compared to 82% and 1.36X at
last review.

The third largest loan is the Millennium Park Plaza Loan
($140. million -- 5.2% of the pool), which is secured by a 720,400
SF mixed use property located in Chicago, Illinois.  The property
consists of 551 residential units, 36,700 SF of retail space and a
94,200 SF office and telecom component.  The property was 98%
leased as of April 2010, the same as at last review.  Moody's LTV
and stressed DSCR are 101% and 0.94X, compared to 111% and 0.85X
at last review.


ZAIS INVESTMENT: Moody's Upgrades Ratings of Six Classes Of Notes
-----------------------------------------------------------------
Moody's upgrades the ratings of six classes of notes and five
composite obligations issued by ZAIS Investment Grade Limited VI,
Ltd., an ABS CDO

(from Neil)

(New York, March 31, 2011)

Moody's Investors Service has upgraded the ratings of five
Composite Obligations and six classes of notes issued by ZAIS
Investment Grade Limited VI.  The classes of notes affected by the
rating actions are:

   * US$206,000,000 Class A-1 Senior Secured Floating Rate
     Notes (current balance: $111,706,823), Upgraded to A1 (sf);
     previously on September 9, 2009 Downgraded to Ba1 (sf);

   * US$54,750,000 Class A-2a Senior Secured Floating Rate
     Notes, Upgraded to Ba1 (sf); previously on September 9, 2009
     Downgraded to Caa1 (sf);

   * US$8,250,000 Class A-2b Senior Secured Fixed Rate Notes,
     Upgraded to Ba1 (sf); previously on September 9, 2009
     Downgraded to Caa1(sf);

   * US$21,000,000 Class A-3 Senior Secured Floating Rate
     Notes, Upgraded to B1 (sf); previously on September 9, 2009
     Downgraded to Caa3 (sf);

   * US$6,400,000 Class B-1 Senior Secured Floating Rate Notes,
     Upgraded to Caa3 (sf); previously on September 9, 2009
     Downgraded to Ca (sf);

   * US$36,600,000 Class B-2 Senior Secured Fixed Rate Notes,
     Upgraded to Caa3 (sf); previously on September 9, 2009
     Downgraded to Ca (sf);

   * US$1,250,000 Type II Composite Obligations, Upgraded to
     Baa3 (sf); previously on September 9, 2009 Downgraded to Caa3
     (sf);

   * US$3,000,000 Type III Composite Obligations, Upgraded to
     Caa2 (sf); previously on September 9, 2009 Downgraded to Ca
     (sf);

   * US$10,500,000 Type IV Composite Obligations, Upgraded to
     Caa2 (sf); previously on September 9, 2009 Downgraded to Ca
     (sf);

   * US$15,000,000 Type V Composite Obligations, Upgraded to
     Caa2 (sf); previously on September 9, 2009 Downgraded to Ca
     (sf); and

   * US$8,600,000 Type VI Composite Obligations, Upgraded to
     Caa2 (sf); previously on September 9, 2009 Downgraded to Ca
     (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes and
composite obligations result primarily from the delevering of the
Class A-1 Notes and the improvement of the credit quality of the
portfolio.

The Class A-1 Notes have been paid down by approximately
$72.5 million since the last rating action in September 2009.  As
a result of the delevering, the overcollateralization ratios have
increased since that time.  As of the latest trustee report dated
February 16, 2011, the Class A and Class B overcollateralization
ratios are reported at 126.32% and 103.56%, respectively, versus
August 2009 levels of 107.11% and 92.31%, respectively and
currently the Class A OC is in compliance.  The Class B-1 and B-2
notes are receiving their interest payments but a deferred
interest balance is still outstanding on the Notes and will only
be paid down once all the OC and IC tests are passing.

Moody's also notes that the deal has benefited from improvement in
the credit quality of the underlying portfolio since the rating
action in September 2009. Based on the February 2011 trustee
report, the weighted average rating factor is 2276 compared to
2704 in August 2009.  The deal also experienced a decrease in
defaults.  In particular, the dollar amount of defaulted
securities has decreased to about $86 million from approximately
$128 million in August 2009.

ZAIS Investment Grade Limited VI is a collateralized debt
obligation backed primarily by a portfolio of CLOs, and ABS CDOs.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in November 2010.

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.6 to model the loss distribution for SF CDOs.  Within
this framework, defaults are generated so that they occur with the
frequency indicated by the adjusted default probability pool (the
default probability associated with the current rating multiplied
by the Resecuritization Stress) for each credit in the reference.
Specifically, correlated defaults are simulated using a normal (or
"Gaussian") copula model that applies the asset correlation
framework.  Recovery rates for defaulted credits are generated by
applying within the simulation the distributional assumptions,
including correlation between recovery values.  Together, the
simulated defaults and recoveries across each of the Monte Carlo
scenarios define the loss distribution for the reference pool.

Once the loss distribution for the collateral has been calculated,
each collateral loss scenario derived through the CDOROM loss
distribution is associated with the interest and principal
received by the rated liability classes via the CDOEdge cash-flow
model.  The cash flow model takes into account the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present).  The Expected Loss (EL) for each tranche is the weighted
average of losses to each tranche across all the scenarios, where
the weight is the likelihood of the scenario occurring. Moody's
defines the loss as the shortfall in the present value of cash
flows to the tranche relative to the present value of the promised
cash flows.  The present values are calculated using the promised
tranche coupon rate as the discount rate. For floating rate
tranches, the discount rate is based on the promised spread over
Libor and the assumed Libor scenario.

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 rating action today factors in a number of sensitivity
analyses and stress scenarios.  Results are shown in terms of the
number of notches' difference versus the current model output,
where a positive difference corresponds to lower expected loss,
assuming that all other factors are held equal:

Moody's Caa3 bucket notched down to Ca:

   * Class A-1: -1

   * Class A-2a: -2

   * Class A-2b: -2

   * Class A-3: -3

   * Class B-1: -2

   * Class B-2: -2

   * Type II Combo: -1

   * Type III Combo: -2

   * Type IV Combo: -2

   * Type V Combo: -2

   * Type VI Combo: -2

Moody's Caa3 bucket notched up to Caa1:

   * Class A-1: 0

   * Class A-2a: 0

   * Class A-2b:0

   * Class A-3:0

   * Class B-1: 0

   * Class B-2: 0

   * Type II Combo: 0

   * Type III Combo: 0

   * Type IV Combo: +1

   * Type V Combo:+1

   * Type VI Combo: +1


* S&P Lowers Ratings on 23 Classes on Five CMBS Transactions
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 23
classes from five U.S. commercial mortgage-backed securities
(CMBS) transactions and removed them from CreditWatch with
negative implications.  "Concurrently, we affirmed our ratings
on 13 additional classes from four of these five transactions and
removed them from CreditWatch with negative implications," S&P
related.

"The rating actions reflect our analysis of the interest
shortfalls affecting the trusts, in particular those interest
shortfalls associated with the Beacon Seattle & D.C. Portfolio
loan (Beacon loan) modification.  We placed the subject classes on
CreditWatch with negative implications on Jan. 5, 2011,
due to the deals' exposure to the Beacon loan," S&P noted.

"Based on our examination of the deals' March 2011 remittance
reports and discussions with the loan's special servicer, C-III
Asset Management LLC, previous accumulated interest shortfalls on
the Beacon loan were repaid with the recent release of the Market
Square property.  The release also led to an approximately 17%
reduction in the loan's principal balance, which currently totals
$2.26 billion.  Furthermore, in accordance with the terms of the
loan modification, the release of the Market Square property
triggered a retroactive reduction in the contractual interest rate
to 5.000% from 5.797%, and accordingly the most subordinate
classes in the respective subject pools will experience ongoing
principal losses.  We anticipate that the difference between the
revised contractual interest rate and the current pay rate of
3.000% is likely to cause monthly interest shortfalls affecting
the pooled certificates.  Our rating actions consider our forecast
of the interest shortfalls that we expect the Beacon loan
modification to generate and the impact we expect them to have on
the rated securities.  More specifically, our rating actions
consider the potential for certain classes to directly experience
interest shortfalls, and other classes to experience reductions in
liquidity, leaving them more susceptible to future interest
shortfalls.  The rating actions also consider the potential impact
of future property releases, particularly as it relates to the
reimbursement of any accumulated interest shortfalls," according
to S&P.

The Morgan Stanley Capital I Trust 2007-IQ14 transaction includes
the Beacon loan's $646.7 million A-1 note (13.9% of pool balance).
The March 2011 trustee remittance report shows that classes A-J/A-
JFL through G experienced full repayment of prior accumulated
interest shortfalls, while class H and all classes subordinate to
it continued to carry accumulated interest shortfalls (Standard &
Poor's previously lowered the ratings on classes H through N to
'D (sf)').  "Our analysis indicates that the incremental interest
shortfalls associated with the Beacon loan could cause shortfalls
to rise on the class C certificates," S&P related.

The Morgan Stanley Capital I Trust 2007-HQ12 transaction includes
the Beacon loan's A-2 and A-3 notes, which total $134.4 million
(7.4%).  The March 2011 trustee remittance report shows that
classes A-J/A-JFL through D experienced full repayment of prior
accumulated interest shortfalls, while class E and all pooled
subordinate to it continued to carry accumulated interest
shortfalls (Standard & Poor's previously lowered the ratings on
classes F through Q to 'D (sf)').  "Our analysis indicates that
the incremental interest shortfalls associated with the Beacon
loan could cause shortfalls to rise on the class C certificates,"
S&P explained.

The Banc of America Commercial Mortgage Trust 2007-2 transaction
includes the Beacon loan's $326.5 million A-4 note (11.4%).  The
March 2011 trustee remittance report shows that classes A-J/A-JFL
through G experienced full repayment of prior accumulated interest
shortfalls, while class H and all classes subordinate to it
continued to carry accumulated interest shortfalls (Standard &
Poor's previously lowered the ratings on classes H through Q to
'D (sf)').  "Our analysis indicates that the incremental interest
shortfalls associated with the Beacon loan could cause shortfalls
to rise on the class D certificates," S&P said.

The Wachovia Bank Commercial Mortgage Trust 2007-C31 transaction
includes the Beacon loan's $345.5 million A-6 note (6.0%).  The
March 2011 trustee remittance report shows that classes F through
J experienced full repayment of prior accumulated interest
shortfalls, while class K and all classes subordinate to it
continued to carry accumulated interest shortfalls (Standard
& Poor's previously lowered the ratings on classes K through N to
'D (sf)').  "Our analysis indicates that the incremental interest
shortfalls associated with the Beacon loan could cause shortfalls
to rise on the class G certificates," S&P stated.

The Wachovia Bank Commercial Mortgage Trust 2007-C32 transaction
includes the Beacon loan's $345.5 million A-7 note (9.2%).  The
March 2011 trustee remittance report shows that classes D through
M experienced full repayment of prior accumulated interest
shortfalls, while class N and all classes subordinate to it
continued to carry accumulated interest shortfalls (Standard
& Poor's previously lowered the ratings on classes N through Q to
'D (sf)').  "Our analysis indicates that the incremental interest
shortfalls associated with the Beacon loan could cause shortfalls
to rise on the class G certificates," S&P said.

Standard & Poor's will continue to monitor the affected
transactions according to its standard surveillance procedures.
"We will take rating actions as necessary,' S&P added.

Ratings Lowered and Removed From CreditWatch Negative

Morgan Stanley Capital I Trust 2007-IQ14
Commercial mortgage pass-through certificates
                        Rating
Class        To                       From
A-J          B (sf)                   BB- (sf)/Watch Neg
A-JFL        B (sf)                   BB- (sf)/Watch Neg
B            CCC+ (sf)                B+ (sf)/Watch Neg
C            CCC- (sf)                B+ (sf)/Watch Neg
D            CCC- (sf)                B (sf)/Watch Neg
E            CCC- (sf)                B (sf)/Watch Neg
F            CCC- (sf)                B (sf)/Watch Neg
G            CCC- (sf)                CCC+ (sf)/Watch Neg

Morgan Stanley Capital I Trust 2007-HQ12
Commercial mortgage pass-through certificates
                        Rating
Class        To                       From
B            CCC- (sf)                B+ (sf)/Watch Neg
C            CCC- (sf)                CCC+ (sf)/Watch Neg

Banc of America Commercial Mortgage Trust 2007-2
Commercial mortgage pass-through certificates
                        Rating
Class        To                       From
C            CCC+ (sf)                BB- (sf)/Watch Neg
D            CCC- (sf)                B+ (sf)/Watch Neg
E            CCC- (sf)                B- (sf)/Watch Neg
F            CCC- (sf)                CCC (sf)/Watch Neg

Wachovia Bank Commercial Mortgage Trust Series 2007-C31
Commercial mortgage pass-through certificates
                        Rating
Class        To                       From
G            CCC-                     B- (sf)/Watch Neg
H            CCC-                     B- (sf)/Watch Neg
J            CCC-                     B- (sf)/Watch Neg

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2007-C32
                        Rating
Class        To                       From
F            CCC+ (sf)                B (sf)/Watch Neg
G            CCC- (sf)                B- (sf)/Watch Neg
H            CCC- (sf)                B- (sf)/Watch Neg
J            CCC- (sf)                B- (sf)/Watch Neg
K            CCC- (sf)                CCC+ (sf)/Watch Neg
L            CCC- (sf)                CCC (sf)/Watch Neg

Ratings Affirmed and Removed From CreditWatch Negative

Morgan Stanley Capital I Trust 2007-HQ12
Commercial mortgage pass-through certificates
                        Rating
Class        To                       From
A-J          B+ (sf)                  B+ (sf)/Watch Neg
A-JFL        B+ (sf)                  B+ (sf)/Watch Neg
D            CCC- (sf)                CCC- (sf)/Watch Neg
E            CCC- (sf)                CCC- (sf)/Watch Neg

Banc of America Commercial Mortgage Trust 2007-2
Commercial mortgage pass-through certificates
                        Rating
Class        To                       From
A-J          BB+ (sf)                 BB+ (sf)/Watch Neg
A-JFL        BB+ (sf)                 BB+ (sf)/Watch Neg
B            BB (sf)                  BB (sf)/Watch Neg
G            CCC- (sf)                CCC- (sf)/Watch Neg

Wachovia Bank Commercial Mortgage Trust Series 2007-C31
Commercial mortgage pass-through certificates
                        Rating
Class        To                       From
E            B (sf)                   B (sf)/Watch Neg
F            B (sf)                   B (sf)/Watch Neg

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2007-C32
                        Rating
Class        To                       From
D            B (sf)                   B (sf)/Watch Neg
E            B (sf)                   B (sf)/Watch Neg
M            CCC- (sf)                CCC- (sf)/Watch Neg


* S&P Places 74 Classes of  Small Business Loans on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 74
classes from various small business loan securitizations on
CreditWatch with negative implications.  The transactions'
collateral consists of both conventional and SBA 7(a) small
business loans.

"The credit performance of a number of securitizations issued by
Lehman Bros. Small Balance Commercial Loan Trusts, CNL Commercial
Finance, CIT, Business Loan Express Business Loan Trusts, Business
Loan Express SBA Loan Trusts, and Community Reinvestment Fund
(CRF) has deteriorated since our last rating actions on the
transactions, as evidenced by rising delinquencies, increased
default frequencies, and lower recovery rates," S&P noted.

"We previously downgraded a number of these transactions, which
reflected the application of our updated U.S. conduit/fusion
commercial mortgage-backed securities (CMBS) criteria, as well as
a decline in collateral performance," S&P rleated.

"In addition to the CreditWatch placements, 23 ratings from these
transactions are already on CreditWatch negative due to the
implementation of our revised counterparty criteria.  The
resolution of the CreditWatch placements will account for both the
updated counterparty criteria and the 97 classes' current
Performance," said S&P.

"We expect to resolve the CreditWatch placements within the next
two months after we conduct a more detailed review, and we may
take further rating actions as appropriate," S&P added.

Ratings Placed on CreditWatch Negative

BLC Capital Corp.
2002-A
                                 Rating
Class                    To                  From
A                        BBB+ (sf)/Watch Neg BBB+ (sf)
B                        BB+ (sf)/Watch Neg  BB+ (sf)

Business Loan Express Business Loan Backed Notes Series 2004-A
2004-A
                                 Rating
Class                    To                  From
A                        AAA (sf)/Watch Neg  AAA (sf)
B                        A (sf)/Watch Neg    A (sf)
C                        BBB (sf)/Watch Neg  BBB (sf)

Business Loan Express Business Loan Backed Notes Series 2005-A
2005-A
                                 Rating
Class                    To                  From
A                        AAA (sf)/Watch Neg  AAA (sf)
B                        A (sf)/Watch Neg    A (sf)
C                        BBB (sf)/Watch Neg  BBB (sf)

Business Loan Express Business Loan Trust 2003-A
2003-A
                                 Rating
Class                    To                  From
A                        A+ (sf)/Watch Neg   A+ (sf)
B                        BBB+ (sf)/Watch Neg BBB+ (sf)

Business Loan Express Business Loan Trust 2006-A
2006-A
                                 Rating
Class                    To                  From
A                        BBB- (sf)/Watch Neg BBB- (sf)
B                        BB+ (sf)/Watch Neg  BB+ (sf)
C                        BB (sf)/Watch Neg   BB (sf)

Business Loan Express Business Loan Trust 2007-A
2007-A
                                 Rating
Class                    To                  From
A                        BBB- (sf)/Watch Neg BBB- (sf)
B                        BB- (sf)/Watch Neg  BB- (sf)
C                        B- (sf)/Watch Neg   B- (sf)
D                        CCC (sf)/Watch Neg  CCC (sf)

Business Loan Express SBA Loan Trust 2003-1
2003-1
                                 Rating
Class                    To                  From
A                        AA+ (sf)/Watch Neg  AA+ (sf)
M                        A (sf)/Watch Neg    A (sf)

Business Loan Express SBA Loan Trust 2003-2
2003-2
                                 Rating
Class                    To                  From
A                        AAA (sf)/Watch Neg  AAA (sf)
M                        A (sf)/Watch Neg    A (sf)

Business Loan Express SBA Loan Trust 2005-1
2005-1
                                 Rating
Class                    To                  From
A                        AA+ (sf)/Watch Neg  AA+ (sf)
M                        A (sf)/Watch Neg    A (sf)

CIT SBL 2008-1
2008-1
                                 Rating
Class                    To                  From
A                        AAA (sf)/Watch Neg  AAA (sf)

CNL Commercial Mortgage Loan Trust 2003-1
2003-1
                                 Rating
Class                    To                  From
A1                       A (sf)/Watch Neg    A (sf)
A2                       A (sf)/Watch Neg    A (sf)

CRF 19 LLC
19
                                 Rating
Class                    To                  From
A-2                      AAA (sf)/Watch Neg  AAA (sf)
A-3                      AAA (sf)/Watch Neg  AAA (sf)
B                        A (sf)/Watch Neg    A (sf)
C                        BBB (sf)/Watch Neg  BBB (sf)
D                        BB (sf)/Watch Neg   BB (sf)
E                        B (sf)/Watch Neg    B (sf)

Lehman Brothers Small Balance Commercial
2005-2
                                 Rating
Class                    To                  From
1A                       AAA (sf)/Watch Neg  AAA (sf)
2A                       AAA (sf)/Watch Neg  AAA (sf)
A-IO                     AAA (sf)/Watch Neg  AAA (sf)
B                        BBB+ (sf)/Watch Neg BBB+ (sf)
M1                       AA (sf)/Watch Neg   AA (sf)
M2                       A+ (sf)/Watch Neg   A+ (sf)
M3                       A (sf)/Watch Neg    A (sf)

Lehman Brothers Small Balance Commercial
2006-1
                                 Rating
Class                    To                  From
B                        BBB+ (sf)/Watch Neg BBB+ (sf)
M2                       A+ (sf)/Watch Neg   A+ (sf)
M3                       A (sf)/Watch Neg    A (sf)

Lehman Brothers Small Balance Commercial Loan Trust 2006-SBA
2006-SBA
                                 Rating
Class                    To                  From
A                        BBB- (sf)/Watch Neg BBB- (sf)

Lehman Brothers Small Balance Commercial Mortgage Trust 2006-2
2006-2
                                 Rating
Class                    To                  From
B                        BBB (sf)/Watch Neg  BBB (sf)
M1                       A+ (sf)/Watch Neg   A+ (sf)
M2                       A- (sf)/Watch Neg   A- (sf)
M3                       BBB+ (sf)/Watch Neg BBB+ (sf)

Lehman Brothers Small Balance Commercial Mortgage Trust 2006-3
2006-3
                                 Rating
Class                    To                  From
B                        BBB (sf)/Watch Neg  BBB (sf)
M1                       AA- (sf)/Watch Neg  AA- (sf)
M2                       A (sf)/Watch Neg    A (sf)
M3                       BBB+ (sf)/Watch Neg BBB+ (sf)


Lehman Brothers Small Balance Commercial Mortgage Trust 2007-1
2007-1
                                 Rating
Class                    To                  From
1A                       AA+ (sf)/Watch Neg  AA+ (sf)
2A3                      AA+ (sf)/Watch Neg  AA+ (sf)
B                        BB (sf)/Watch Neg   BB (sf)
M1                       A+ (sf)/Watch Neg   A+ (sf)
M2                       BBB+ (sf)/Watch Neg BBB+ (sf)
M3                       BBB (sf)/Watch Neg  BBB (sf)
M4                       BB+ (sf)/Watch Neg  BB+ (sf)

Lehman Brothers Small Balance Commercial Mortgage Trust 2007-2
2007-2
                                 Rating
Class                    To                  From
1A3                      AA- (sf)/Watch Neg  AA- (sf)
1A4                      AA- (sf)/Watch Neg  AA- (sf)
2A3                      AA- (sf)/Watch Neg  AA- (sf)
B                        B (sf)/Watch Neg    B (sf)
M1                       A+ (sf)/Watch Neg   A+ (sf)
M2                       BBB+ (sf)/Watch Neg BBB+ (sf)
M3                       BBB- (sf)/Watch Neg BBB- (sf)
M4                       BB+ (sf)/Watch Neg  BB+ (sf)
M5                       B+ (sf)/Watch Neg   B+ (sf)

Lehman Brothers Small Balance Commercial Mortgage Trust 2007-3
2007-3
                                 Rating
Class                    To                  From
AJ                       A+ (sf)/Watch Neg   A+ (sf)
B                        B+ (sf)/Watch Neg   B+ (sf)
M1                       A+ (sf)/Watch Neg   A+ (sf)
M2                       BBB (sf)/Watch Neg  BBB (sf)
M3                       BBB- (sf)/Watch Neg BBB- (sf)
M4                       BB+ (sf)/Watch Neg  BB+ (sf)
M5                       BB (sf)/Watch Neg   BB (sf)

Ratings Remaining on CreditWatch Negative

Lehman Brothers Small Balance Commercial
2006-1
                                 Rating
Class                    To                  From
1A                       AAA (sf)/Watch Neg  AAA (sf)/Watch Neg
2A                       AAA (sf)/Watch Neg  AAA (sf)/Watch Neg
3A2                      AAA (sf)/Watch Neg  AAA (sf)/Watch Neg
3A3                      AAA (sf)/Watch Neg  AAA (sf)/Watch Neg
M1                       AA (sf)/Watch Neg   AA (sf)/Watch Neg

Lehman Brothers Small Balance Commercial Mortgage Trust 2006-2
2006-2
                                 Rating
Class                    To                  From
1A                       AAA (sf)/Watch Neg  AAA (sf)/Watch Neg
2A2                      AAA (sf)/Watch Neg  AAA (sf)/Watch Neg
2A3                      AAA (sf)/Watch Neg  AAA (sf)/Watch Neg

Lehman Brothers Small Balance Commercial Mortgage Trust 2006-3
2006-3
                                 Rating
Class                    To                  From
1A                       AA+ (sf)/Watch Neg  AA+ (sf)/Watch Neg
2A2                      AAA (sf)/Watch Neg  AAA (sf)/Watch Neg
2A3                      AA+ (sf)/Watch Neg  AA+ (sf)/Watch Neg

Lehman Brothers Small Balance Commercial Mortgage Trust 2007-1
2007-1
                                 Rating
Class                    To                  From
2A1                      AAA (sf)/Watch Neg  AAA (sf)/Watch Neg
2A2                      AAA (sf)/Watch Neg  AAA (sf)/Watch Neg

Lehman Brothers Small Balance Commercial Mortgage Trust 2007-2
2007-2
                                 Rating
Class                    To                  From
1A2                      AA+ (sf)/Watch Neg  AA+ (sf)/Watch Neg
2A1                      AAA (sf)/Watch Neg  AAA (sf)/Watch Neg
2A2                      AAA (sf)/Watch Neg  AAA (sf)/Watch Neg

Lehman Brothers Small Balance Commercial Mortgage Trust 2007-3
2007-3
                                 Rating
Class                    To                  From
1A2                      AAA (sf)/Watch Neg  AAA (sf)/Watch Neg
1A3                      AAA (sf)/Watch Neg  AAA (sf)/Watch Neg
1A4                      AAA (sf)/Watch Neg  AAA (sf)/Watch Neg
2A1                      AAA (sf)/Watch Neg  AAA (sf)/Watch Neg
2A2                      AAA (sf)/Watch Neg  AAA (sf)/Watch Neg
2A3                      AAA (sf)/Watch Neg  AAA (sf)/Watch Neg
AM                       AA (sf)/Watch Neg   AA (sf)/Watch Neg

                           *********

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

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

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

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

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

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

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

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

                           *********

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

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  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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