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

              Sunday, June 5, 2011, Vol. 15, No. 154

                            Headlines

ACAS CLO: Moody's Upgrades Four CLO Notes Ratings
ACCREDITED MORTGAGE: Moody's Takes Action on Five Subprime RMBS
AJAX TWO: S&P Lowers Rating on Class C Notes to 'CC'
ALESCO PREFERRED: S&P Affirms Rating on Class A-1 Notes at 'CCC-'
ANTHRACITE CDO: S&P Affirms Rating on Class F Notes at 'B-'

ANTHRACITE CDO: S&P Lowers Rating on Class G Notes to 'B'
ARCAP 2003-1: Fitch Downgrades 6, Affirms 4 Classes
ARCAP 2006-RR7: S&P Lowers Ratings on 2 Classes of Certs. to 'D'
ARTESIA: Fitch Affirms Artesia Mortgage CMBS, Series 1998-C1
BAYVIEW FINANCIAL: Moody's Downgrades Ratings of 41 Tranches

BEAR STEARNS: Fitch Affirms 2001-A Ratings
BEAR STEARNS: Fitch Affirms Ratings on BSABS 2001-A
BEAR STEARNS: Fitch Downgrades 8 Classes of BSCMSI 2004-PWR4
BEAR STEARNS: Moody's Downgrades Ratings of Seventeen Tranches
CASTLE 2003-1: S&P Affirms Rating on Class D-1 Notes at 'BB'

COMM MORTGAGE TRUST 2004-LNB2: Fitch Upgrades 4 Classes
CREDIT SUISSE: Fitch Downgrades 1, Upgrades 3 Classes
CREST 2002-1: S&P Cuts Ratings on Class C & Pref. Shares to 'CC'
CREST 2002-IG: S&P Lowers Rating on Class D Notes to 'CCC-'
CREST G-STAR: S&P Lowers Ratings on Two Classes of Notes to 'CC'

DAWN CDO: S&P Lowers Rating on Class B Notes at 'CC'
EMC MORTGAGE: Moody's Downgrades $24 Mil. Scratch and Dent RMBS
FAIRFIELD STREET: S&P Cuts Ratings on 2 Classes of Notes to 'CCC+'
FIRST 2004-II: Moody's Upgrades Ratings of Four CLO Notes Classes
FOXE BASIN: Moody's Upgrades Ratings of Four Classes of Notes

G-FORCE 2005-RR2: S&P Lowers Ratings on 5 Classes of Certs. to 'D'
G-STAR 2002-2: S&P Cuts Rating on Class C Notes From 'BB-' to 'C'
G-STAR 2003-3 LTD/CORP: Fitch Ratings Affirms 6 Classes
GE CAPITAL: Fitch Affirms 14 Classes, Upgrades 1 Class
GE COMMERCIAL: Fitch Downgrades GECMC 2005-C2 Ratings

GEM LIGOS: S&P Affirms Rating on Class D Notes at 'B'
GLENEAGLES CLO: S&P Raises Rating on Class D Notes to 'CCC+'
GMAC COMMERCIAL: Fitch Affirms 15 Classes of GMAC 2003-C2
GMAC COMMERCIAL: Fitch Upgrades GMAC 1999-C1 Ratings
GREEN TREE: Fitch Takes Rating Actions on 7 Transactions

JEFFRIES RESECURITIZATION: S&P Cuts Ratings on 2 Classes to 'CC'
LIMEROCK CLO: S&P Affirms Rating on Class D Notes at 'B+'
LNR CDO 2003-1: Fitch Downgrades 10, Affirms 3 Classes
MAGNOLIA FINANCE: Moody's Upgrades Ratings on Series 2006-7 Notes
MERRILL LYNCH: S&P Lowers Ratings on 2 Classes of Certs. to 'D'

MORGAN STANLEY: Fitch Issues Presale on 2011-C2 Ctfs
MORGAN STANLEY: Moody's Upgrades Ratings on ACES SPC 2005-1, A CSO
MORGAN STANLEY: S&P Cuts Ratings on 5 Classes to 'D' on SHortfalls
N-STAR REAL: S&P Cuts Rating on Class E Notes From 'B-' to 'CCC+'
N-STAR REAL: S&P Lowers Rating on Class D Notes to 'CCC+'

N-STAR REAL: S&P Lowers Rating on Class F Notes to 'CCC-'
NAVY NORTHEAST: Moody's Affirms Ba1 Rating on Refunding Bonds
PALISADES CDO: S&P Affirms Ratings on Five Tranches at 'CC'
PREFERREDPLUS TRUST: S&P Puts 'BB-' Ratings on 2 Classes on Watch
PUTNAM STRUCTURED: S&P Affirms Ratings on 2 Classes at'CCC-'

SACO I INC: Moody's Downgrades $10 Million Scratch & Dent RMBS
SATURNS TRUST: S&P Lowers Rating on $60.2 MM Units to 'B+'
STRUCTURED ASSET: Moody's Withdraws Ratings on SAMI 1998-02
TRICADIA CDO: Moody's Upgrades Ratings of Four Classes of Notes

* Fitch Downgrades 23 Bonds in 14 U.S. CMBS Transactions
* Fitch Ratings Takes Various Rating Actions on 29 SF CDOs
* Fitch Takes Various Rating Actions on RMAC Transactions
* S&P Lowers Ratings on 248 Classes from 48 RMBS Prime Jumbo Deals

                            *********

ACAS CLO: Moody's Upgrades Four CLO Notes Ratings
-------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by ACAS CLO 2007-1, Ltd.:

   -- US$25,000,000 Class A-2 Senior Secured Floating Rate Notes
      due 2021, Upgraded to A1 (sf); previously on September 9,
      2009 Downgraded to A2 (sf);

   -- US$22,000,000 Class B Senior Secured Deferrable Floating
      Rate Notes due 2021, Upgraded to Baa1 (sf); previously on
      September 9, 2009 Confirmed at Baa3 (sf);

   -- US$21,000,000 Class C Senior Secured Deferrable Floating
      Rate Notes due 2021, Upgraded to Ba2 (sf); previously on
      September 9, 2009 Confirmed at Ba3 (sf);

   -- US$15,500,000 Class D Secured Deferrable Floating Rate Notes
      due 2021, Upgraded to B3 (sf); previously on September 9,
      2009 Downgraded to Caa3 (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 since the rating action in September 2009. Credit
improvement reflects the collateral manager's decision to shift
its investment focus from middle market loans to less concentrated
positions in broadly syndicated loans from obligors with higher
ratings in a wider range of industries, which resulted in a
substantial improvement in the diversity and weighted average
rating factor. In particular, current diversity and weighted
average rating factor levels are significantly better than
covenant levels, which were structured for a deal with a much
higher concentration of middle market loans.

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 default. In
particular, as of the latest trustee report dated May 10, 2011,
the weighted average rating factor is currently 2419 compared to
2780 in the July 2009 report. As of the May 10, 2011 trustee
report, there are no defaulted securities in the portfolio
compared to $14.2 million in July 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 $38 8.4 million, defaulted par of $0 million,
a weighted average default probability of 26.04% (implying a WARF
of 3251), a weighted average recovery rate upon default of 43.01%,
and a diversity score of 55. These default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

ACAS CLO 2007-1, Ltd., issued in April 2007, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was the "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.

For securities whose default probabilities are assessed through
credit estimates ("CEs"), Moody's applied additional default
probability stresses by assuming an equivalent of Caa3 for CEs
that were not updated within the last 15 months, a 1.5 notch-
equivalent assumed downgrade for CEs last updated between 12-15
months ago, and a 0.5 notch-equivalent assumed downgrade for CEs
last updated between 6-12 months ago.

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

Moody's Adjusted WARF -- 20% (2601)

Class A-1: 0

Class A-1-S: 0

Class A-1-J: +1

Class A-2: +2

Class B: +2

Class C: +2

Class D: +2

Moody's Adjusted WARF + 20% (3901)

Class A-1: -2

Class A-1-S: 0

Class A-1-J: -2

Class A-2: -2

Class B: -2

Class C: -1

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, 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

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.

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.

Exposure to credit estimates: The deal is exposed to a large
number of securities whose default probabilities are assessed
through credit estimates. In the event that Moody's is not
provided the necessary information to update the credit estimates
in a timely fashion, the transaction may be impacted by any
default probability stresses Moody's may assume in lieu of updated
credit estimates.


ACCREDITED MORTGAGE: Moody's Takes Action on Five Subprime RMBS
---------------------------------------------------------------
Moody's Investors Service has upgraded the rating of three
tranches and downgraded the rating of two tranches issued by
Accredited Mortgage Loan Trust 2006-1 and Accredited Mortgage Loan
Trust 2006-2. The collateral backing these deals primarily
consists of first-lien, fixed and adjustable rate subprime
residential mortgages.

RATINGS RATIONALE

Moody's previously rated these tranches based on Moody's
understanding that the senior tranches would pay pro-rata when the
mezzanine tranches are written off. That understanding was in line
with the action of the Indenture Trustee who was writing off the
mezzanine tranches for a period of time. We have subsequently
learned that the documents do not actually provide a loss
allocation mechanism to write off these tranches and the Indenture
Trustee has revised the historical remittance reports to reverse
previous mezzanine write-offs. As a result, we no longer expect
the senior tranches to pay pro-rata when the mezzanine are under-
collateralized (normally mezzanine tranches are written off as
they become under-collateralized).

Moody's is now revising the ratings accordingly to reflect the
expectation that the senior classes will be paid sequentially if
the mezzanine classes are completely under-collateralized. The
rating actions are based solely on Moody's new expectation of how
future senior principal will be distributed as we have not changed
Moody's projections of collateral losses.

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

The principal methodology used in these ratings is described in
the Monitoring and Performance Review section in "Moody's Approach
to Rating US Residential Mortgage-Backed Securities" published in
December 2008. For details regarding Moody's approach to
estimating losses on subprime pools originated in 2005, 2006, and
2007, please refer to the methodology publication "Subprime RMBS
Loss Projection Update: February 2010" available on Moodys.com.

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: Accredited Mortgage Loan Trust 2006-1

   -- Cl. A-3, Upgraded to Baa3 (sf); previously on Jun 1, 2010
      Downgraded to Caa2 (sf)

   -- Cl. A-4, Downgraded to Ca (sf); previously on Jun 1, 2010
      Downgraded to Caa3 (sf)

Issuer: Accredited Mortgage Loan Trust 2006-2

   -- Cl. A-2, Upgraded to Aaa (sf); previously on Jun 1, 2010
      Confirmed at A2 (sf)

   -- Cl. A-3, Upgraded to Ba2 (sf); previously on Jun 1, 2010
      Downgraded to Caa1 (sf)

   -- Cl. A-4, Downgraded to Ca (sf); previously on Jun 1, 2010
      Downgraded to Caa3 (sf)


AJAX TWO: S&P Lowers Rating on Class C Notes to 'CC'
----------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
C notes from Ajax Two Ltd., an arbitrage collateralized debt
obligation (CDO) transaction collateralized primarily by
commercial mortgage-backed securities (CMBS). "We also withdrew
the rating on the preference shares from the same transaction. In
addition, we affirmed our ratings on the class A-2A, A-2B, and B
notes from this deal and removed the ratings on the class A-2A and
A-2B notes from CreditWatch with negative implications," S&P
stated.

"We placed our ratings on the class A-2A and A-2B notes on
CreditWatch negative on Jan. 18, 2011, in connection with the
implementation of our revised counterparty criteria (see 'Ratings
On 950 North America Structured Finance Tranches On Watch Neg
After Counterparty Criteria Update,' published Jan. 18, 2011),"
S&P noted.

According to S&P, "In our review, we generated cash flow analysis
to assess the credit support available to the notes without giving
benefit to the various interest rate hedge agreements that the
transaction has entered into with a counterparty, stressing the
CDO under various interest rate scenarios in the absence of the
interest rate hedges. In our view, the cash flow analysis of the
transaction showed that there was no impact to the rating assigned
to the class A-2A and A-2B notes under these stresses, leading to
our decision to affirm the current rating assigned to the both of
these notes and remove them from CreditWatch negative."

"The lowered rating on the class C notes reflects deterioration in
the underlying collateral since we last lowered the class C notes
on May 21, 2010. Since that time, based on numbers obtained from
the trustee reports, assets with a Standard & Poor's rating lower
than 'CCC+' have increased. In the March 31, 2011 trustee report,
the trustee referenced $26.83 million, or 23.38% of total
collateral, of assets with a Standard & Poor's rating of 'CCC+' or
lower. This was in comparison to the $14.67 million in assets with
a Standard & Poor's rating of 'CCC+' or lower referenced in the
Feb. 26, 2010, trustee report, which was used for the May 21,
2010, rating action on the class C notes," S&P explained.

The withdrawal of the rating on the preference shares reflects the
full redemption of the initial rated balance of the preference
shares as of the June 2010 payment date.

"The affirmation of our rating on the class B notes reflects the
availability of credit support at the current rating level," S&P
said.

"We will perform similar analyses for other CDO transactions with
ratings placed on CreditWatch negative in connection with the
implementation of our updated counterparty criteria. Generally, if
we find in our analysis that the assumed absence of the hedge
agreement would not affect the current ratings assigned to the
notes, we will affirm them and remove them from CreditWatch
negative. However, if there is an impact, we will review the
counterparty-related documents in the transaction for compliance
with our updated counterparty criteria and take actions on the
ratings as we deem appropriate," S&P continued.

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

Ajax Two Ltd.
Class                 Rating
                To            From
A-2A            AAA (sf)      AAA (sf)\Watch Neg
A-2B            AAA (sf)      AAA (sf)\Watch Neg
Preference sh.  NR            CC (sf)
C               CC   (sf)     CCC (sf)

Ratings Affirmed

Ajax Two Ltd.

Class           Rating
B               A (sf)

NR -- Not rated.


ALESCO PREFERRED: S&P Affirms Rating on Class A-1 Notes at 'CCC-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
X notes issued by Alesco Preferred Funding XIV Ltd., a cash flow
collateralized debt obligation (CDO) backed primarily by trust-
preferred securities issued by banking companies. "At the same
time, we removed our rating from CreditWatch with negative
implications. Simultaneously, we affirmed our rating on the class
A-1 notes," S&P stated.

"We placed our rating on the class X notes on CreditWatch negative
on Jan. 18, 2011, in connection with the implementation of our
revised counterparty criteria (see 'Ratings On 950 North America
Structured Finance Tranches On Watch Neg After Counterparty
Criteria Update,' published Jan. 18, 2011)," S&P said.

"In our review, we generated cash flow analysis to assess the
credit support available to the class X notes without giving
benefit to the interest rate hedge agreement that the transaction
has entered into with a counterparty, stressing the CDO under
various interest rate scenarios in the absence of an
interest rate hedge. In our view, the cash flow analysis of the
transaction showed that the rating assigned to the class X notes
was not affected under these stresses," S&P noted.

According to S&P, "Our downgrade of the class X notes reflects the
reduction in the overall credit support available to the rated
notes since the time of the last rating action in October 2010 as
evidenced by the increase in defaults."

The affirmation of the class A-1 notes reflects the availability
of the credit support at the current rating level.

"The rating actions take into account both the updated
counterparty criteria and our criteria for rating corporate CDO
transactions (see 'Update To Global Methodologies And Assumptions
For Corporate Cash Flow And Synthetic CDOs,' published Sept. 17,
2009)," S&P added.

Rating and CreditWatch Action

Alesco Preferred Funding XIV Ltd.
                        Rating
Class              To              From
X                  A (sf)          AAA (sf)/Watch Neg

Rating Affirmed

Alesco Preferred Funding XIV Ltd.
Class              Rating
A-1                CCC- (sf)


ANTHRACITE CDO: S&P Affirms Rating on Class F Notes at 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on all
classes issued by Anthracite CDO I Ltd., a collateralized debt
obligation (CDO) of commercial mortgage-backed securities (CMBS)
transaction. "At the same time, we removed the class A, B, B-FL,
C, and C-FL ratings from CreditWatch negative," S&P said.

S&P continued, "We placed our ratings on the class A, B, B-FL, C,
and C-FL notes on CreditWatch negative on Jan. 18, 2011, in
connection with the implementation of our revised counterparty
criteria (see 'Ratings On 950 North America Structured Finance
Tranches On Watch Neg After Counterparty Criteria Update,'
published Jan. 18, 2011). The affirmations and removal of the
ratings from CreditWatch takes into account the updated
counterparty criteria."

"In our review, we generated cash flow analysis to assess the
credit support available to the class A, B, B-FL, C, and C-FL
notes without giving benefit to the interest rate hedge agreement
that the transaction has entered into with a counterparty,
stressing the CDO under various interest rate scenarios in the
absence of an interest rate hedge. In our view, the cash flow
analysis of the transaction showed that there was no impact to the
rating assigned to the notes under these stresses, leading to our
decision to affirm the current ratings assigned to the class A, B,
B-FL, C, and C-FL notes and remove them from CreditWatch negative.
The affirmations of our ratings on the class D, D-FL, E, E-FL, and
F notes reflects the availability of credit support at the
current rating levels," S&P elaborated.

"We will perform similar analyses for other CDO transactions with
ratings placed on CreditWatch negative in connection with the
implementation of our updated counterparty criteria. Generally, if
we find in our analysis that the assumed absence of the hedge
agreement would not affect the current ratings assigned to the
notes, we will affirm them and remove them from CreditWatch
negative. However, if there is an impact, we will review the
counterparty-related documents in the transaction for compliance
with our updated counterparty criteria and take actions on the
ratings as we deem appropriate," S&P said.

Rating and CreditWatch Actions

Anthracite CDO I Ltd.
               Rating
Class       To          From
A           AAA (sf)    AAA (sf)/Watch Neg
B           AA+ (sf)    AA+ (sf)/Watch Neg
B-FL        AA+ (sf)    AA+ (sf)/Watch Neg
C           AA (sf)     AA (sf)/Watch Neg
C-FL        AA (sf)     AA (sf)/Watch Neg

Ratings Affirmed

Anthracite CDO I Ltd.

Class       Rating
D           A- (sf)
D-FL        A- (sf)
E           BBB- (sf)
E-FL        BBB- (sf)
F           B- (sf)


ANTHRACITE CDO: S&P Lowers Rating on Class G Notes to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class E, F, and G notes from Anthracite CDO II Ltd., a
collateralized debt obligation (CDO) of commercial mortgage-backed
securities (CMBS) transaction. "At the same time, we affirmed the
ratings on the class A, B, B-FL, C, C-FL, and D notes and removed
the ratings on the class A, B, B-FL, F, and G notes from
CreditWatch negative," S&P stated.

"We placed our ratings on the class A, B, and B-FL notes on
CreditWatch negative on Jan. 18, 2011, in connection with the
implementation of our revised counterparty criteria (see 'Ratings
On 950 North America Structured Finance Tranches On Watch Neg
After Counterparty Criteria Update'). We placed the ratings on the
class F and G notes on CreditWatch negative on March 1, 2011, due
to deterioration in the credit quality of the portfolio (see '133
U.S. CDO Ratings Placed On CreditWatch Positive; 76 U.S. CDO
Ratings Placed On CreditWatch Negative')," S&P continued.

"The downgrades mainly reflect a decline in the performance of the
collateral in the transaction's underlying asset portfolio since
our Aug. 19, 2010, rating actions. As of the April 2011 trustee
report, the transaction had $42.710 million of defaulted assets in
its collateral pool. This was up from $16.548 million noted in the
July 2010 trustee report, which we referenced for our August 2010
rating actions. The affirmations and removal of the class A,
B, and B-FL ratings from CreditWatch takes into account the
updated counterparty criteria," S&P said.

"In our review, we generated cash flow analysis to assess the
credit support available to the class A, B, and B-FL notes without
giving benefit to the interest rate hedge agreement that the
transaction has entered into with a counterparty, stressing the
CDO under various interest rate scenarios in the absence of an
interest rate hedge. In our view, the cash flow analysis of the
transaction showed that there was no impact to the ratings
assigned to these notes under these stresses, leading to our
decision to affirm the current ratings assigned to the class A, B,
and B-FL notes and remove them from CreditWatch negative. The
affirmations of our ratings on the class C, C-FL, and D notes
reflect the availability of credit support at the current rating
levels," stated S&P.

"We will perform similar analyses for other CDO transactions with
ratings placed on CreditWatch negative in connection with the
implementation of our updated counterparty criteria. Generally, if
we find in our analysis that the assumed absence of the hedge
agreement would not affect the current ratings assigned to the
notes, we will affirm them and remove them from CreditWatch
negative. However, if there is an impact, we will review the
counterparty-related documents in the transaction for compliance
with our updated counterparty criteria and take actions on the
ratings as we deem appropriate," S&P said.

Rating and CreditWatch Actions

Anthracite CDO II Ltd.
               Rating
Class       To          From
A           AAA (sf)    AAA (sf)/Watch Neg
B           AA+ (sf)    AA+ (sf)/Watch Neg
B-FL        AA+ (sf)    AA+ (sf)/Watch Neg
E           BB+ (sf)    BBB- (sf)
F           BB- (sf)    BB+ (sf)/Watch Neg
G           B- (sf)     BB (sf)/Watch Neg

Ratings Affirmed

Anthracite CDO II Ltd.
            Rating
C           A (sf)
C-FL        A (sf)
D           BBB (sf)


ARCAP 2003-1: Fitch Downgrades 6, Affirms 4 Classes
---------------------------------------------------
Fitch Ratings has downgraded six and affirmed four classes issued
by ARCap 2003-1 Resecuritization, Inc. (ARCap 2003-1) as a result
of negative credit migration and additional principal losses on
the underlying collateral.

Since Fitch's last rating action in June 2010, approximately 55.8%
of the portfolio has been downgraded. Currently, 90.1% of the
portfolio has a Fitch derived rating below investment grade and
54.4% has a rating in the 'CCC' rating category or lower, compared
to 88.5% and 29.7%, respectively, at the last review. As of the
April 20, 2011 trustee report, the deal has experienced $17.4
million in principal losses and $2.6 million in pay downs to the
class A notes since the last review.

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

For the class G through K notes, Fitch analyzed the class'
sensitivity to the default of the distressed assets ('CCC' and
below). Given the high probability of default of the underlying
assets and the expected limited recovery prospects upon default,
the classes G and H notes have been downgraded and the class J
notes have been affirmed at 'CCsf', indicating that default is
probable. Additionally, the class K notes have been downgraded to
'Csf', indicating default is inevitable.

The Negative Outlook on the classes A through F notes reflects
Fitch's view that further losses are anticipated on the underlying
commercial mortgage backed securities (CMBS), due to the junior
position of the bonds. The Loss Severity (LS) rating indicates a
tranche's potential loss severity given default, as evidenced by
the ratio of tranche size to the base-case loss expectation for
the collateral, as explained in 'Criteria for Structured Finance
Loss Severity Ratings'. The LS rating should always be considered
in conjunction with the probability of default for tranches. Fitch
does not assign LS ratings or Outlooks to classes rated 'CCC' and
below.

ARCAP 2003-1 is backed by 62 bonds from 13 CMBS transactions and
is considered a CMBS B-piece resecuritization (also referred to as
first loss CRE CDO/ReREMIC) as it includes the most junior bonds
of CMBS transactions. The transaction closed Aug. 27, 2003.
Fitch has taken these actions:

   -- $49,456,202 class A notes downgraded to 'BBBsf/LS5' from
      'AAsf/LS5'; Outlook Negative;

   -- $36,000,000 class B notes downgraded to 'BBsf/LS5' from
      'BBBsf/LS5'; Outlook Negative;

   -- $20,500,000 class C notes downgraded to 'BBsf/LS5' from
      'BBBsf/LS5'; Outlook Negative;

   -- $15,400,000 class D notes affirmed at 'BBsf/LS5'; Outlook
      Negative;

   -- $36,100,000 class E notes affirmed at 'Bsf/LS5'; Outlook
      Negative;

   -- $13,000,000 class F notes affirmed at 'Bsf/LS5'; Outlook
      Negative;

   -- $45,000,000 class G notes downgraded to 'CCsf' from 'CCCsf';

   -- $9,000,000 class H notes downgraded to 'CCsf' from 'CCCsf';

   -- $28,000,000 class J notes affirmed at 'CCsf';

   -- $24,000,000 class K notes downgraded to 'Csf' from 'CCsf'.


ARCAP 2006-RR7: S&P Lowers Ratings on 2 Classes of Certs. to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage-backed securities (CMBS) pass-
through certificates from ARCap 2006-RR7 Resecuritization Inc.
(ARCAP 2006-RR7), a U.S. resecuritized real estate mortgage
investment conduit (re-REMIC) transaction.

"The downgrades reflect our analysis of the transaction due to
interest shortfalls. We downgraded classes B and C to 'D (sf)' due
to interest shortfalls that we expect will occur for the
foreseeable future. We also considered the potential liquidity
interruption to classes A-D and A," S&P stated.

According to the April 27, 2011, trustee report, cumulative
interest shortfalls to the transaction totaled $31.2 million,
while the current interest shortfalls totaled $1.8 million,
affecting class B and the classes subordinate to it. The interest
shortfalls resulted from interest shortfalls on 24 of the
underlying CMBS transactions primarily due to the master
servicer's recovery of prior advances, appraisal subordinate
entitlement reductions (ASERs), servicers' nonrecoverability
determinations for advances, and special servicing fees.

According to the April 27, 2011, trustee report, ARCAP 2006-RR7
was collateralized by 27 CMBS classes ($187.7 million, 32.0%) and
10 commercial real estate collateralized debt obligation (CRE CDO)
($399.5 million, 68.0%) securities from 22 distinct transactions
issued between 1999 and 2004.

Standard & Poor's analyzed ARCAP 2006-RR7 and its underlying
collateral according to its current criteria. S&P's analysis is
consistent with the lowered ratings.

Ratings Lowered

ARCap 2006-RR7 Resecuritization Inc.
                Rating
Class    To           From
A-D      CCC+ (sf)   B+ (sf)
A        CCC+ (sf)   B+ (sf)
B        D (sf)     CCC- (sf)
C        D (sf)      CCC- (sf)


ARTESIA: Fitch Affirms Artesia Mortgage CMBS, Series 1998-C1
------------------------------------------------------------
Fitch Ratings affirms Artesia Mortgage CMBS, Inc.'s commercial
mortgage pass-through certificates, series 1998-C1.

The rating affirmations are due to the pool's stable performance
following Fitch's prospective review of potential stresses to the
transaction. The Rating Outlooks reflect the likely direction of
any rating changes over the next one to two years.

As of the May 2011 distribution date, the transaction's aggregate
principal balance has decreased 96%, to $7.4 million from $187
million at issuance. The pool has become more concentrated with
only 21 small balance loans remaining with an average loan size of
$353,085. There are currently no delinquent or specially serviced
loans in the transaction. Six loans (28.1%) are considered Fitch
loans of concern due to declines in debt service coverage ratio
(DSCR) and occupancy as a result of tenants vacating including two
of the top five loans (18.9%) in the transaction.

The largest loan of concern (11.1%) is secured by a multifamily
property located in Arvada, CO. Although the property is currently
95% occupied, below market rents and increased operating expenses
have resulted in declining performance.

The second largest loan of concern (7.8%) is secured by an office
building located in Tukwila, WA. The decline in performance is due
to continued low occupancy since 2007 resulting from tenant's
vacating at lease expiration and tenant's downsizing their
existing space. The borrower continues to actively market the
vacant space. Although there has been interest at the property,
there have been no offers to date. The most recent reported
occupancy of 76% is as of December 2009.

Approximately 4% is scheduled to mature through 2012, 57% in 2013,
and 14% in 2017.

Fitch stressed the cash flow of the remaining loans by applying a
5% reduction to 2009 fiscal year-end net operating income , 10% to
2008, and 15% for those loans where 2008 or 2007 net operating
income was not available and applying an adjusted market cap rate
between 8.1% and 11% to determine value.

Each loan also underwent a refinance test by applying an 8%
interest rate and 30-year amortization schedule based on the
stressed cash flow. Loans that could refinance to a debt service
coverage ratio of 1.25 times or higher were considered to payoff
at maturity. Under this scenario, one loan (7.8% of the pool)
incurred a loss when compared to Fitch's stressed value.

Fitch affirms this class:

   -- $2.6 million Class G at 'BB+/LS3'; Outlook Stable.

Fitch does not rate the $4.8 million Class NR.

Classes A-1, A-2, B, C, D, E, and F are paid in full.

The rating of the interest-only class X is being withdrawn.


BAYVIEW FINANCIAL: Moody's Downgrades Ratings of 41 Tranches
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 41
tranches, upgraded the ratings of two tranches, and confirmed the
ratings of five tranches from seven deals issued by Bayview
Financial Mortgage Pass-Through Trust. The collateral backing
these deals primarily consists of first-lien, fixed and adjustable
rate "scratch and dent" residential mortgages.

Scratch and Dent deals are classified outside of Moody's primary
categorizations (Prime Jumbo, Subprime, Option ARMs and Alt-A) for
a number of reasons. The pools may include mortgages that have
been originated outside an originator's program guidelines in some
way, or mortgages where borrowers missed payments in the past.
These pools may also include loans with document defects at
origination that were since rectified. Due to the varied content
of Scratch and Dent mortgage pools, which can range from seasoned
prime-like loans to non-prime loans that were seriously delinquent
at the time of securitization, credit quality of these pools
varies considerably.

RATINGS RATIONALE

The actions are a result of deteriorating performance of Scratch
and Dent pools under stressed housing and macroeconomic
conditions. The actions reflect Moody's updated loss expectations
on Scratch and Dent pools.

The principal methodology used in these ratings is described in
the Monitoring and Performance Review section in "Moody's Approach
to Rating US Residential Mortgage-Backed Securities" published in
December 2008. Other methodologies used include "US RMBS
Surveillance Methodology for Scratch and Dent" published in May
2011, which accounts for the deteriorating performance and
outlook.

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, Moody's current ratings on Class 1-A1 and 2-A1 issued
by Bayview 2007-B reflect large interest shortfalls on both
tranches caused by an active swap agreement. The swap agreement
will terminate on July 28th, 2011, and Moody's expects both
tranches to recoup their interest shortfalls ten to twelve months
after.

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: Bayview Financial Mortgage Pass-Through Certificates,
Series 2004-C

   -- Cl. M-1, Downgraded to Aa2 (sf); previously on Nov 18, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-2, Downgraded to A2 (sf); previously on Jun 18, 2009
      Confirmed at Aa1 (sf)

   -- Cl. M-3, Downgraded to Ba1 (sf); previously on Nov 18, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-4, Downgraded to B2 (sf); previously on Jun 18, 2009
      Confirmed at A3 (sf)

   -- Cl. B, Downgraded to Ca (sf); previously on Nov 18, 2010
      Baa3 (sf) Placed Under Review for Possible Downgrade

Issuer: Bayview Financial Mortgage Pass-Through Trust 2006-A

   -- Cl. 1-A2, Confirmed at Aaa (sf); previously on Nov 18, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A3, Confirmed at Aaa (sf); previously on Nov 18, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A4, Downgraded to Aa3 (sf); previously on Nov 18, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A5, Downgraded to Aa2 (sf); previously on Nov 18, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A3, Confirmed at Aaa (sf); previously on Nov 18, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A4, Confirmed at Aaa (sf); previously on Nov 18, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-1, Downgraded to Baa2 (sf); previously on Jun 18, 2009
      Downgraded to A2 (sf)

   -- Cl. M-2, Downgraded to Ba2 (sf); previously on Jun 18, 2009
      Downgraded to Baa1 (sf)

   -- Cl. M-3, Downgraded to C (sf); previously on Nov 18, 2010
      Baa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-4, Downgraded to C (sf); previously on Nov 18, 2010
      Ba1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to C (sf); previously on Nov 18, 2010 B1
      (sf) Placed Under Review for Possible Downgrade

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

Issuer: Bayview Financial Mortgage Pass-Through Trust 2006-B

   -- Cl. 1-A5, Downgraded to A2 (sf); previously on Jun 18, 2009
      Downgraded to A1 (sf)

   -- Cl. 2-A3, Upgraded to A1 (sf); previously on Jun 18, 2009
      Downgraded to A2 (sf)

   -- Cl. M-1, Downgraded to B1 (sf); previously on Jun 18, 2009
      Downgraded to Baa3 (sf)

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

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

Issuer: Bayview Financial Mortgage Pass-Through Trust 2006-C

   -- Cl. 1-A2, Downgraded to A1 (sf); previously on Nov 18, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A3, Downgraded to B1 (sf); previously on Nov 18, 2010
      Baa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A4, Downgraded to C (sf); previously on Nov 18, 2010
      Ba2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A5, Downgraded to Caa3 (sf); previously on Nov 18,
      2010 Baa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A2, Upgraded to Aaa (sf); previously on Jun 18, 2009
      Downgraded to A2 (sf)

   -- Cl. 2-A3, Downgraded to Caa3 (sf); previously on Nov 18,
      2010 B3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A4, Downgraded to Caa2 (sf); previously on Nov 18,
      2010 B2 (sf) Placed Under Review for Possible Downgrade

Issuer: Bayview Financial Mortgage Pass-Through Trust 2006-D

   -- Cl. 1-A4, Downgraded to Caa1 (sf); previously on Nov 18,
      2010 Ba1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A5, Downgraded to B3 (sf); previously on Nov 18, 2010
      Baa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-1, Downgraded to C (sf); previously on Nov 18, 2010 B3
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A3, Downgraded to B3 (sf); previously on Nov 18, 2010
      Baa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A4, Downgraded to B3 (sf); previously on Nov 18, 2010
      Baa1 (sf) Placed Under Review for Possible Downgrade

Issuer: Bayview Financial Mortgage Pass-Through Trust 2007-A

   -- Cl. 1-A2, Downgraded to Baa2 (sf); previously on Nov 18,
      2010 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A3, Downgraded to B2 (sf); previously on Nov 18, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A4, Downgraded to C (sf); previously on Nov 18, 2010
      Baa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A5, Downgraded to Caa3 (sf); previously on Nov 18,
      2010 A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A, Downgraded to Caa3 (sf); previously on Nov 18, 2010
      Ba1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-1, Downgraded to C (sf); previously on Nov 18, 2010
      Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: Bayview Financial Mortgage Pass-Through Trust 2007-B

   -- Cl. 1-A1, Downgraded to A1 (sf); previously on Nov 18, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A2, Downgraded to B2 (sf); previously on Nov 18, 2010
      Baa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A3, Downgraded to C (sf); previously on Nov 18, 2010
      Ba3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-A4, Downgraded to C (sf); previously on Jun 18, 2009
      Downgraded to Ca (sf)

   -- Cl. 1-A5, Downgraded to Caa3 (sf); previously on Nov 18,
      2010 B3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A2, Confirmed at Baa3 (sf); previously on Nov 18, 2010
      Baa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 2-A3, Downgraded to C (sf); previously on Jun 18, 2009
      Downgraded to Ca (sf)

   -- Cl. 2-A4, Downgraded to Caa3 (sf); previously on Nov 18,
      2010 Caa2 (sf) Placed Under Review for Possible Downgrade


BEAR STEARNS: Fitch Affirms 2001-A Ratings
------------------------------------------
Fitch Ratings has affirmed the rating on Bear Stearns & Co., Inc.
2001-A class B, a U.S. RMBS Closed End Second Resecuritization
Trust (Re-REMIC).

The Re-REMIC transaction represents a beneficial ownership
interest in a separate underlying RMBS trust fund. Specifically,
Bear Stearns & Co., Inc. 2001-A class B, is a resecuritization of
the not offered class B in Bear Stearns Asset Backed Securities,
Inc. (BSABS) 2001-A.

The Re-REMIC rating action reflects the recently completed rating
review of BSABS 2001-A.

The rating action on the Re-REMIC reflects the rating of the
underlying class since the Re-REMIC is a direct pass-through
structure and does not provide additional enhancement to the Re-
REMIC class.

Fitch's rating action is:

Bear Stearns & Co., Inc. 2001-A

   -- Class B (07384JAA7) affirmed at 'Dsf/RR1'.

This action was reviewed by a committee of Fitch analysts.


BEAR STEARNS: Fitch Affirms Ratings on BSABS 2001-A
---------------------------------------------------
Fitch Ratings has affirmed the ratings on Bear Stearns Asset
Backed Securities, Inc. 2001-A (BSABS 2001-A), a U.S. second lien
RMBS transaction consisting of fixed and floating rate loans with
original maturities of between 15 and 30 years.

BSABS 2001-A has experienced stable performance since its last
review in 2010. The 60+ delinquencies have decreased to 2.26%
compared to 4.13% a year ago, while losses to date have only
increased slightly to 20.14% from 19.79%. The expected loss on
original balance increased to 21.29% from 20.10%.

To analyze second lien pools, Fitch does not use its ResiLogic
model to determine mortgage pool loss projections. Fitch instead
uses historical roll-rate behavior to project future defaults and
assumes 100% loss severity on defaulted loans. Fitch then uses its
standard cash flow assumptions.

Fitch's rating actions are:

Bear Stearns Asset Backed Securities, Inc. 2001-A

   -- Class M2 (07384NAH3) affirmed at 'BB-sf/LS3';

   -- Class B (07384NAJ9) affirmed at 'Dsf/RR1'.

The affirmation of class M2 reflects that it has enough credit
enhancement to withstand a 'BBsf' stressed scenario. While the
affirmation of the class B at 'Dsf' reflects that the class has
incurred principal writedowns that have not been recovered to
date.

These actions were reviewed by a committee of Fitch analysts.


BEAR STEARNS: Fitch Downgrades 8 Classes of BSCMSI 2004-PWR4
------------------------------------------------------------
Fitch Ratings downgrades eight classes of Bear Stearns Commercial
Mortgage Securities commercial mortgage pass-through certificates
2004-PWR4.

The downgrades are the result of an increase in Fitch expected
losses of the remaining pool. Fitch modeled losses of 3.2% of the
remaining pool; expected losses of the original pool are at 3.6%,
including losses already incurred to date. Fitch has identified 15
loans (19.2%) as Fitch Loans of Concern, which includes one
specially serviced loan (1.2%).

As of the May 2011 distribution date, the pool's aggregate
principal balance has been paid down by approximately 15% to
$811.8 million from $954.9 million at issuance. Interest
shortfalls are affecting the non-rated class Q, with cumulative
unpaid interest totaling 0.08 million.
The largest contributors to modeled losses are the 500 Centerpoint
Parkway (1.5%), Payson Village Shopping Center (1.2%) and Central
Plaza I & II (2.3%) loans.

500 Centerpoint Parkway is secured by a single-tenant industrial
property totaling 363,200 square feet (SF) located in Pontiac,
Michigan, next to GM's Pontiac assembly plant. The sole tenant is
a subcontractor to GM and has vacated, as the GM assembly plant
shut down last year. The former tenant continues to pay monthly
rent. Its lease expires on Dec. 31, 2011. The borrower is
currently marketing the space for a substantially lower rent.

Payson Village Shopping Center loan is secured by a 140,602 SF
retail center located in Payson, AZ. The loan transferred to
special servicing in November 2009 due to imminent default. The
loan was previously modified by the lender. However, subsequent to
the modification the anchor tenant, Bashas' Supermarkets Inc. (38%
of net rentable area [NRA]), filed for Chapter 11 bankruptcy
protection and has negotiated a reduced rent for three years which
has been approved by the special servicer. In addition, the second
largest tenant, Family Dollar Tree (10% of NRA) renewed its lease
on July 31, 2010 expiration for five years at reduced rate.
Servicer reported year-end (YE) 2010 debt service coverage ratio
(DSCR) is 1.19 times (x). The rent roll as of March 31, 2011 shows
an occupancy rate of 58.1%. A recent appraisal indicated a value
below the debt amount. The special servicer is working with the
borrower for a resolution.

Central Plaza I & II is secured by a 166,386 SF office property in
Cambridge, MA. YE2010 DSCR is 0.95x with occupancy at 82%,
compared to a DSCR of 1.36x and occupancy rate of 94% at YE2009.
DSCR and occupancy at issuance is 1.78x and 91%, respectively. The
decrease in DSCR is the result of declined gross income due to
reduced occupancy and significant increase in operating expenses.

Fitch downgrades these classes:

   -- $8.4 million class G to 'BBB-/LS5' from 'BBB/LS4'; Outlook
      Stable;

   -- $10.7 million class H to 'BB/LS5' from 'BBB-/LS4'; Outlook
      Negative;

   -- $3.6 million class J to 'B-/LS5' from 'BB+/LS5'; Outlook
      Negative;

   -- $4.8 million class K to 'B-/LS5' from 'BB/LS5'; Outlook
      Negative;

   -- $4.8 million class L to 'CCC/RR1' from 'BB-/LS5';

   -- $2.4 million class M to 'CCC/RR1' from 'B+/LS5';

   -- $2.4 million class N to 'CCC/RR3' from 'B-/LS5'; --$2.4
      million class P to 'CC/RR3' from at 'B-/LS5'.

Fitch affirms these classes:

   -- $72.4 million class A-2 at 'AAA/LS1'; Outlook Stable;

   -- $630.9 million class A-3 at 'AAA/LS1'; Outlook Stable;

   -- $19.1 million class B at 'AA/LS4' from 'AA/LS3'; Outlook
      Stable; --$8.4 million class C at 'AA-/LS5' from 'AA-/LS4';
      Outlook Stable;

   -- $14.3 million class D at 'A/LS4' from 'A/LS3'; Outlook
      Stable;

   -- $9.6 million class E at 'A-/LS5' from 'A-/LS4'; Outlook
      Stable;

   -- $9.6 million class F at ''BBB+/LS5' from 'BBB+/LS4'; Outlook
      Stable.

Fitch does not rate the $7.7 million class Q. Class A-1 has paid
in full. Fitch has withdrawn the ratings on the Interest-only
class X.


BEAR STEARNS: Moody's Downgrades Ratings of Seventeen Tranches
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 17
tranches from Bear Stearns Asset Backed Securities Trust. The
collateral backing these deals primarily consists of first-lien,
fixed and adjustable rate "scratch and dent" residential
mortgages.

Scratch and Dent deals are classified outside of Moody's primary
categorizations (Prime Jumbo, Subprime, Option ARMs and Alt-A) for
a number of reasons. The pools may include mortgages that have
been originated outside an originator's program guidelines in some
way, or mortgages where borrowers missed payments in the past.
These pools may also include loans with document defects at
origination that were since rectified. Due to the varied content
of Scratch and Dent mortgage pools, which can range from seasoned
prime-like loans to non-prime loans that were seriously delinquent
at the time of securitization, credit quality of these pools
varies considerably.

RATINGS RATIONALE

The actions are a result of deteriorating performance of Scratch
and Dent pools under stressed housing and macroeconomic
conditions. The actions reflect Moody's updated loss expectations
on Scratch and Dent pools.

The principal methodology used in these ratings is described in
the Monitoring and Performance Review section in "Moody's Approach
to Rating US Residential Mortgage-Backed Securities" published in
December 2008. Other methodologies used include "US RMBS
Surveillance Methodology for Scratch and Dent" published in May
2011, which accounts for the deteriorating performance and
outlook.

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, and other
structural features.

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 2003-SD2

   -- Cl. I-A, Downgraded to Aa2 (sf); previously on Nov 18, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. II-A, Downgraded to Aa1 (sf); previously on Nov 18, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. III-A, Downgraded to A1 (sf); previously on Nov 18, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to Ba1 (sf); previously on Nov 18, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to Caa3 (sf); previously on Nov 18, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-3, Downgraded to C (sf); previously on Nov 18, 2010
      Baa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-4, Downgraded to C (sf); previously on Nov 18, 2010
      Ba2 (sf) Placed Under Review for Possible Downgrade

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

Issuer: Bear Stearns Asset-Backed Securities Trust 2004-SD2

   -- Cl. I-A, Downgraded to Aa2 (sf); previously on Nov 18, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. II-A, Downgraded to Aa1 (sf); previously on Nov 18, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. III-A, Downgraded to A1 (sf); previously on Nov 18, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. IV-A, Downgraded to A1 (sf); previously on Nov 18, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-1, Downgraded to Ba1 (sf); previously on Nov 18, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-2, Downgraded to Caa2 (sf); previously on Nov 18, 2010
      A2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-3, Downgraded to C (sf); previously on Nov 18, 2010
      Baa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-4, Downgraded to C (sf); previously on Nov 18, 2010
      Ba2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B-5, Downgraded to C (sf); previously on Nov 18, 2010
      Caa1 (sf) Placed Under Review for Possible Downgrade


CASTLE 2003-1: S&P Affirms Rating on Class D-1 Notes at 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'AA' ratings on
Castle 2003-1 Trust's class A-1 and A-2 notes and Castle 2003-2
Trust's class A-1 and A-2 notes, and removed the ratings from
CreditWatch with negative implications, which S&P placed on Jan.
18, 2011, in connection with the implementation of its revised
counterparty criteria. "In addition, we affirmed the ratings on
both transactions' class B-1, B-2, and D-1 notes, and removed the
negative outlook on the ratings," S&P stated.

Castle 2003-1 Trust and Castle 2003-2 Trust are both aircraft
asset-backed securities transactions collateralized primarily by
the lease revenue and sale proceeds from 37 aircraft and 33
aircraft.

"We placed our ratings on Castle 2003-1 Trust's class A-1 and A-2
notes and Castle 2003-2 Trust's class A-1 and A-2 on CreditWatch
negative in connection with  the implementation of our revised
counterparty criteria (see 'Ratings On 950 North America
Structured Finance Tranches On Watch Neg After Counterparty
Criteria Update,' published Jan. 18, 2011). The affirmation and
removal from CreditWatch of the ratings on the class A-1 and A-2
notes take into account both the updated counterparty criteria and
our criteria for rating aircraft and aircraft engines lease
securitizations (see 'Revised Cash Flow Assumptions And Stresses
For Global Aircraft And Aircraft Engine Lease Securitizations',
published Aug. 26, 2010). The affirmation and outlook removal from
the ratings on the class B-1, B-2, and D-1 notes reflects the
availability of credit support at the current rating levels," S&P
related.

According to S&P, "In our review, we generated cash flow analysis
to assess the credit support available to Castle 2003-1 Trust'
class A-1 and A-2 notes and Castle 2003-2 Trust's class A-1 and A-
2 notes without giving benefit to the interest rate hedge
agreements that the transactions have entered into with
counterparties, stressing the transactions under various interest
rate scenarios in the absence of any interest rate hedges. In our
view, the cash flow analyses of both transactions showed that
there was no impact to the ratings assigned to Castle 2003-1
Trust's class A-1 and A-2 notes and Castle 2003-2 Trust's class
A-1 and A-2 notes under these stresses, leading to our decision to
affirm the current ratings assigned to the aforementioned notes
and remove the ratings from CreditWatch negative."

Both Castle 2003-1 Trust and Castle 2003-1 Trust are performing
well. All the rated classes are receiving principal payments ahead
of their schedule. The class B-1, B-2, and D-1 notes from both
transactions are receiving supplemental principal payment. The
class A-1 and A-2 notes from both transactions are receiving
residual principal payment if there is available cash.

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

Rating Affirmed, Off CreditWatch

                     To               From
Castle 2003-1 Trust
  Class A-1             AA (sf)          AA (sf)/Watch Neg
  Class A-2             AA (sf)          AA (sf)/Watch Neg

Castle 2003-2 Trust
  Class A-1             AA (sf)          AA (sf)/Watch Neg
  Class A-2             AA (sf)          AA (sf)/Watch Neg

Rating Affirmed, Off Outlook

Castle 2003-1 Trust
  Class B-1             A (sf)          A (sf)/Negative
  Class B-2             A (sf)          A (sf)/Negative
  Class D-1             BB (sf)         BB (sf)/Negative

Castle 2003-2 Trust
  Class B-1             A (sf)          A (sf)/Negative
  Class B-2             A (sf)          A (sf)/Negative
  Class D-1             BB (sf)         BB (sf)/Negative


COMM MORTGAGE TRUST 2004-LNB2: Fitch Upgrades 4 Classes
-------------------------------------------------------
Fitch Ratings upgrades four classes of COMM Mortgage Trust 2004-
LNB2, commercial mortgage pass-through certificates.

The upgrades are due to the stable performance of the remaining
pool and the increased credit enhancement to the senior classes
due to pay down. In addition, six loans in the pool (20.5% of the
pool balance) are fully defeased. Fitch modeled losses of 4.1% of
the current pool balance.

As of the May 2011 distribution date, the pool's aggregate
principal balance has decreased 35.8% to $618.3 million from
$963.8 million at issuance. As of May 2011, there are cumulative
interest shortfalls in the amount of $2 million, affecting classes
K through P.

In total, there are four loans (6.6% of the pool) in special
servicing, all of which are real estate owned (REO). At Fitch's
last review, there were four loans (5.5%) in special servicing.
The largest contributors of expected losses are in special
servicing.

The largest contributor to Fitch expected loss is a 94,543 square
foot (sf) office building located in Trevose, PA (2.2% of the pool
balance). The REO asset transferred to special servicing in June
2009 for monetary default.

The largest remaining loan in the pool is Tyson's Corner Center
(21.9% of the pool), secured by a 1.5 million sf retail property
located in McLean, VA. The most recent servicer reported occupancy
as of year-end 2010 was 96.4%.

Fitch upgrades and revises Rating Outlooks:

   -- $9.6 million class C to 'AAAsf/LS5' from 'AA+sf/LS5';
      Outlook Stable;

   -- $8.4 million class E to 'AAsf/LS5' from 'Asf/LS5'; Outlook
      to Stable from Negative;

   -- $9.6 million class F to 'Asf/LS5' from 'BBBsf/LS5'; Outlook
      to Stable from Negative;

   -- $10.8 million class G to 'BBB-sf/LS5' from 'BBsf/LS5';
      Outlook to Stable from Negative.

Fitch affirms these classes and revises Outlooks:

   -- $23.1 million class A-3 at 'AAAsf/LS1'; Outlook Stable;

   -- $466.5 million class A-4 at 'AAAsf/LS1'; Outlook Stable;

   -- $25.3 million class B at 'AAAsf/LS4'; Outlook Stable;

   -- $19.3 million class D at 'AAsf/LS4'; Outlook to Stable from
      Negative;

   -- $10.8 million class H at 'Bsf/LS5'; Outlook to Stable from
      Negative;

   -- $4.8 million class J at 'B-sf/LS5'; Outlook Negative;

   -- $6 million class K remains at 'CCCsf/RR1';

   -- $3.6 million class L remains at 'CCsf/RR3';

   -- $4.8 million class M remains at 'CCsf/RR4';

   -- $2.4 million class N remains at 'Csf/RR6';

   -- $1.2 million class O remains at 'Csf/RR6'.

Fitch does not rate the $11.9 million class P. Classes A-1 and A-2
have paid in full.

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


CREDIT SUISSE: Fitch Downgrades 1, Upgrades 3 Classes
-----------------------------------------------------
Fitch Ratings has downgraded one class and upgraded three classes
of Credit Suisse First Boston Mortgage Securities Corporation's
commercial mortgage pass-through certificates, series 2004-C3. In
addition, Fitch has assigned Rating Outlooks and Recovery Ratings
as applicable.

The downgrade reflects Fitch expected losses across the pool.
Fitch modeled losses of 5.21% of the remaining pool; expected
losses based on the original pool size are 6.54%, reflecting
losses already incurred to date. Fitch has designated 44 loans
(21.15%) as Fitch Loans of Concern, which include 18 specially
serviced loans (12.49%). Six of the Fitch Loans of Concern
(10.70%) are within the transaction's non-defeased top 15 loans by
unpaid principal balance. Fitch considers the Loans of Concern to
have a high probability of defaulting during the term, with losses
ranging from $42,000 to $14 million. Fitch expects that classes J
through L may eventually be fully depleted from losses associated
with loans currently in special servicing.

The upgrades reflect reductions to the pools principal balance
resulting in increased credit enhancement to the senior classes.
As of the May 2011 distribution date, the pool's aggregate
principal balance has reduced by 25.75% (including 2.68% of
realized losses) to $1.22 billion from $1.64 billion at issuance.
Classes A-1 and A-2 have paid in full. Due to realized losses,
classes M through P have been reduced to zero, and class L has
been reduced to $1.2 million from $8.2 million at issuance.
Twenty-three loans (27.55%) are currently defeased, including
three (18.87%) of the top 15 loans by unpaid principal balance.
Interest shortfalls are affecting classes F through P.

The largest contributor to Fitch-modeled losses is the
Centerpointe Mall loan (3.62%). The loan is secured by a 774,137
square foot (sf) regional mall in Grand Rapids, MI. Primary
tenants include a Menards (10.49% of the net rentable area [NRA]),
Toys R' Us (5.55% NRA), Nordstrom Rack (4.65% NRA), and TJ Maxx
(4.30% NRA). The property has experienced cash flow issues due to
occupancy declines including its largest tenant, Klingman's
Furniture (24% NRA), which terminated its lease in May 2008. The
loan had first transferred to the special servicer in November
2008 upon the borrower's request to modify the loan in order to
reposition the property. The lender had granted a two year
interest only payment period beginning in April 2009. The loan
most recently transferred back to the special servicer in February
2011 when the borrower had requested again a modification of the
loan terms, as amortization began with the April 2011 payment. The
servicer provided year to date (YTD) September 2010 financials
reported debt service coverage ratio (DSCR) at 1.17 times (x).
Based on amortized payments DSCR calculates to approximately
0.89x. The April 2011 rent roll reports occupancy at 66%, with the
former 187,500 sf Klingman anchor space still vacant. The special
servicer is reviewing the Borrowers request for a loan
modification. In the interim, the loan payments remain current.

The second largest contributor to Fitch-modeled losses (0.97%) is
secured by a 270 unit multifamily property in Palm Bay, FL. The
loan had transferred to the special servicer in December 2008 for
payment default. The property has reported negative net operating
income (NOI) for the past three years, based on the year end (YE)
December 2008, YE December 2009 and YTD September 2010 financial
statements. The October 2011 rent roll reported occupancy at 66%.
The special servicer is currently discussing potential discounted
pay off (DPO) proposals with the borrower, while simultaneously
pursuing foreclosure.

The third largest contributor to Fitch-modeled losses is the Mall
at Shelter Cove loan (1.71%). The loan is secured by a 255,881 sf
mall in Hilton Head Island, SC. The property is anchored by Belk
One (20% NRA), Saks Off Fifth (20% NRA), and Belk Two (12% NRA).
The October 2010 rent roll reported occupancy at 85%. DSCR for YTD
September 2010 reported at 0.90x. The loan had transferred to the
special servicer in January 2009 upon the borrower's request for
debt relief. The loan is currently in payment default, with loan
payments paid through April 2010. The special servicer is
discussing potential DPO proposals with the borrower.

Fitch downgrades this class:

   -- $16.4 million class G to 'CCsf/RR5' from 'CCCsf/RR5'.

Fitch upgrades, revises Outlooks and affirms Loss Severity (LS)
ratings:

   -- $45.1 million class B to 'AAsf/LS4' from 'Asf/LS4'; Outlook
      to Stable from Negative.

   -- $14.3 million class C to 'BBBsf/LS5' from 'BBB-sf/LS5';
      Outlook to Stable from Negative.

   -- $28.7 million class D to 'BBsf/LS5' from 'Bsf/LS5'; Outlook
      to Stable from Negative;

In addition, Fitch affirms these classes and LS ratings, and
revises the Outlooks and Recovery Ratings (RR):

   -- $12.1 million class A-3 at 'AAAsf/LS1'; Outlook Stable;

   -- $102.9 million class A-4 at 'AAAsf/LS1'; Outlook Stable;

   -- $694.5 million class A-5 at 'AAAsf/LS1'; Outlook Stable;

   -- $228.3 million class A-1A at 'AAAsf/LS1'; Outlook Stable;

   -- $16.4 million class E at 'B-sf/LS5'; Outlook to Stable from
      Negative;

   -- $20.5 million class F at 'B-sf/LS5'; Outlook to Stable from
      Negative;

   -- $22.5 million class H to 'Csf/RR5' from 'Csf/RR6';

   -- $8.2 million class J to 'Csf/RR6';

   -- $6.2 million class K to 'Csf/RR6';

   -- $1.2 million class L at 'Dsf/RR6';

   -- $0 class M at 'Dsf/RR6';

   -- $0 class O at 'Dsf/RR6'.

Classes A-1 and A-2 have repaid in full. Classes M through P have
been reduced to zero due to realized losses. Fitch does not rate
classes N or P.

Fitch withdraws the rating on the interest-only classes A-X and A-
SP.


CREST 2002-1: S&P Cuts Ratings on Class C & Pref. Shares to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of notes issued by Crest 2002-1 Ltd., a collateralized
debt obligation (CDO) collateralized by commercial mortgage-backed
securities (CMBS) and REIT securities, and removed them from
CreditWatch negative.

"We placed our rating on the class A notes on CreditWatch negative
on Jan. 18, 2011, in connection with the implementation of our
revised counterparty criteria (see 'Ratings On 950 North America
Structured Finance Tranches On Watch Neg After Counterparty
Criteria Update')," S&P stated.

"The downgrades mainly reflect a decline in the performance of the
transaction's underlying asset portfolio, since our Sept. 23,
2010, review, when we lowered the ratings on the class C notes and
preferred shares. As of the March 2011 trustee report, the
transaction had $23.8 million of defaulted assets. This was up
from $3.5 million noted in the August 2010 trustee report,
which we referenced for our September 2010 rating actions," S&P
continued.

Additionally, the reported percentage of assets in the underlying
asset portfolio that Standard & Poor's rates in the 'CCC' range
was 24.4% as per the March 2011 trustee report. This was up from
4.2% noted in the August 2010 report.

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

Rating and CreditWatch Actions

Crest 2002-1 Ltd.
                      Rating
Class            To           From
A                AA+ (sf)     AAA (sf)/Watch Neg
B-1              B+ (sf)      A+ (sf)/Watch Neg
B-2              B+ (sf)      A+ (sf)/Watch Neg
C                CC (sf)      BB+ (sf)/Watch Neg
Pref Shares      CC (sf)      B (sf)/Watch Neg

Transaction Information

Issuer:              Crest 2002-1 Ltd.
Co-Issuer:           Crest 2002-1 Corp.
Trustee:             Bank of America N.A.
Transaction type:    Cash flow CDO


CREST 2002-IG: S&P Lowers Rating on Class D Notes to 'CCC-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class C and D notes from Crest 2002-IG Ltd., a cash flow
collateralized debt obligation (CDO) transaction backed primarily
by commercial mortgage-backed securities (CMBS). "At the same
time, we affirmed our 'AAA (sf)' rating on the class A notes and
removed it from CreditWatch negative. We also affirmed our rating
on the class B notes," S&P said.

"We placed our rating on the class A notes on CreditWatch negative
on Jan. 18, 2011, in connection with the implementation of our
revised counterparty criteria (see 'Ratings On 950 North America
Structured Finance Tranches On Watch Neg After Counterparty
Criteria Update'). The affirmation and removal of the rating from
CreditWatch takes into account the updated counterparty criteria,"
S&P related.

"In our review, we generated cash flow analysis to assess the
credit support available to the class A notes without giving
benefit to the interest rate hedge agreement that the transaction
has entered into with a counterparty, stressing the CDO under
various interest rate scenarios in the absence of an interest rate
hedge. In our view, the cash flow analysis of the transaction
showed that there was no impact to the rating assigned to the
class A notes under these stresses, leading to our decision to
affirm the current rating assigned to the class A notes and remove
it from CreditWatch negative," S&P stated.

The downgrades of the class C and D notes reflect the lack of
credit support at the current ratings levels. "Since our August
2010 rating action, in which we referenced the July 2010 trustee
report, the overcollateralization (O/C) tests for the class A, B,
and C ratios have increased while the class C ratio has decreased
as follows: the class A O/C test increased from 180.44% to 257.64%
in April 2011; the class B O/C test increased from 126.57% to
137.03% in April 2011; the class C O/C increased from 109.77% to
110.50%; and the class D O/C decreased from 104.90% to 103.49% in
the April 2011 trustee report, which we referenced for this rating
action. The improvement in the senior O/C ratios is due to a $139
million paydown of the class A notes since April 2010," S&P noted.

"The affirmation of our rating on the class B notes reflects our
view that there is sufficient credit support at its current rating
level," according to S&P.

"We will perform similar analyses for other CDO transactions with
ratings placed on CreditWatch negative in connection with the
implementation of our updated counterparty criteria. Generally, if
we find in our analysis that the assumed absence of the hedge
agreement would not affect the current ratings assigned to the
notes, we will affirm them and remove them from CreditWatch
negative. However, if there is an impact, we will review the
counterparty-related documents in the transaction for compliance
with our updated counterparty criteria and take actions on the
ratings as we deem appropriate," S&P added.

Rating and CreditWatch Actions

Crest 2002-IG Ltd.
                    Rating
Class            To         From
A                AAA (sf)   AAA (sf)/Watch Neg
C                B+ (sf)    A- (sf)
D                CCC- (sf)  B+ (sf)

Rating Affirmed

Crest 2002-IG Ltd.
Class               Rating
B                   AA+ (sf)


CREST G-STAR: S&P Lowers Ratings on Two Classes of Notes to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-1, B-2, C, and D notes from Crest G-Star 2001-1 L.P., a
collateralized debt obligation (CDO) of commercial mortgage-backed
securities (CMBS) transaction. "At the same time, we affirmed
our rating on the class A notes. We also removed our ratings on
the class A, B-1, and B-2 notes from CreditWatch negative," S&P
related.

"We placed the ratings on the class A, B-1, and B-2 notes on
CreditWatch negative on March 1, 2011, due to deterioration in the
credit quality of the portfolio (see '133 U.S. CDO Ratings Placed
On CreditWatch Positive; 76 U.S. CDO Ratings Placed On CreditWatch
Negative')," S&P noted.

"The downgrades mainly reflect a decline in the performance of the
collateral in the transaction's underlying asset portfolio since
our Sept. 2, 2010, rating actions. As of the April 2011 trustee
report, the transaction had $62.584 million of defaulted assets.
This was up from $28.791 million noted in the July 2010 trustee
report, which we referenced for our September 2010
rating actions," S&P noted.

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 and CreditWatch Actions

Crest G-Star 2001-1 L.P.
               Rating
Class       To          From
A           AA+ (sf)    AA+ (sf)/Watch Neg
B-1         CCC- (sf)   B (sf)/Watch Neg
B-2         CCC- (sf)   B (sf)/Watch Neg
C           CC (sf)     CCC- (sf)
D           CC (sf)     CCC- (sf)


DAWN CDO: S&P Lowers Rating on Class B Notes at 'CC'
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A and B notes issued by Dawn CDO I Ltd., a collateralized
debt obligation (CDO) transaction collateralized primarily by
residential mortgage-backed securities (RMBS) and other asset-
backed securities (ABS). "At the same time, we removed our rating
on the class A notes from CreditWatch negative," S&P said.

"Our affirmations reflect paydowns to the class A notes and the
credit support available to both the notes," S&P added.

Rating Affirmed and Removed From CreditWatch

Dawn CDO I Ltd.
                      Rating
Class           To             From
A               CCC (sf)       CCC (sf)/Watch Neg

Rating Affirmed

Dawn CDO I Ltd.
Class           Rating
B               CC (sf)


EMC MORTGAGE: Moody's Downgrades $24 Mil. Scratch and Dent RMBS
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 6 tranches
from 2 RMBS transactions. The collateral backing these deals
primarily consists of first-lien, fixed and adjustable rate
"scratch and dent" residential mortgages.

Scratch and Dent deals are classified outside of Moody's primary
categorizations (Prime Jumbo, Subprime, Option ARMs and Alt-A) for
a number of reasons. The pools may include mortgages that have
been originated outside an originator's program guidelines in some
way, or mortgages where borrowers missed payments in the past.
These pools may also include loans with document defects at
origination that were since rectified. Due to the varied content
of Scratch and Dent mortgage pools, which can range from seasoned
prime-like loans to non-prime loans that were seriously delinquent
at the time of securitization, credit quality of these pools
varies considerably.

RATINGS RATIONALE

The actions are a result of deteriorating performance of Scratch
and Dent pools under stressed housing and macroeconomic
conditions. The actions reflect Moody's updated loss expectations
on Scratch and Dent pools.

The principal methodology used in these ratings is described in
the Monitoring and Performance Review section in "Moody's Approach
to Rating US Residential Mortgage-Backed Securities" published in
December 2008. Other methodologies used include "US RMBS
Surveillance Methodology for Scratch and Dent" published in May
2011, which accounts for the deteriorating performance and
outlook.

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.

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.

Issuer: EMC Mortgage Loan Trust 2002-A

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

   -- Cl. A-2, Downgraded to B1 (sf); previously on Apr 8, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. M-1, Downgraded to C (sf); previously on Apr 8, 2010 A3
      (sf) Placed Under Review for Possible Downgrade

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

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

Issuer: EMC Mortgage Loan Trust 2003-A (Reperforming Mortgage
Loans)

   -- Cl. A-1, Downgraded to B2 (sf); previously on Apr 8, 2010
      Aa2 (sf) Placed Under Review for Possible Downgrade


FAIRFIELD STREET: S&P Cuts Ratings on 2 Classes of Notes to 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
notes from Fairfield Street Solar 2004-1 Ltd., a collateralized
debt obligation (CDO) transaction backed by commercial mortgage-
backed securities (CMBS) that is managed by MFS Investment
Management, and removed the ratings from CreditWatch with negative
implications.

"We placed our rating on the class A-2a notes on CreditWatch
negative on Jan. 18, 2011, in connection with the implementation
of our revised counterparty criteria (see 'Ratings On 950 North
America Structured Finance Tranches On Watch Neg After
Counterparty Criteria Update,' published Jan. 18, 2011). We
placed our ratings on the other notes on CreditWatch negative on
March 1, 2011, because of deterioration in the assets' credit
quality," S&P said.

"In our review, we generated a cash flow analysis to assess the
credit support available to the class A-2a notes without giving
benefit to the interest rate hedge agreement that the transaction
entered into with a counterparty, and to stress the CDO under
various interest rate scenarios in the absence of an interest rate
hedge. In our view, the cash flow analysis of the transaction
showed that there was no adverse impact to the rating assigned to
the class A-2a notes under these stresses," according to S&P.

"However, the overall credit support available to the rated notes
has declined since our last review in September 2010. The
transaction's defaults have increased to $112.82 million as of the
March 31, 2011, report from $53.71 million as of the July 30,
2010, trustee report we used in our September 2010 actions," S&P
continued.

The transaction has also seen significant deterioration in the
overcollateralization (O/C) available to support the rated notes.
The trustee reported these O/C ratios in the March 31, 2011,
monthly report:

    * The class B-2 O/C ratio was 118.14%, compared with a
      reported ratio of 127.65% in July 2010;

    * The class C-2 O/C ratio was 112.55%, compared with a
      reported ratio of 121.80% in July 2010;

    * The class D-2 O/C ratio was 108.69%, compared with a
      reported ratio of 117.76% in July 2010; and

    * The class F O/C ratio was 102.54%, compared with a reported
      ratio of 111.29% in July 2010.

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 and CreditWatch Actions

Fairfield Street Solar 2004-1 Ltd.
              Rating
Class     To           From
A-1       BBB+ (sf)    A (sf)/Watch Neg
A-2a      A+ (sf)      AA (sf)/Watch Neg
A-2b      BBB+ (sf)    A (sf)/Watch Neg
B-1       BB+ (sf)     BBB (sf)/Watch Neg
B-2       BB+ (sf)     BBB (sf)/Watch Neg
C-1       BB- (sf)     BBB- (sf)/Watch Neg
C-2       BB- (sf)     BBB-(sf)/Watch Neg
D-1       B (sf)       BB+ (sf)/Watch Neg
D-2       B (sf)       BB+ (sf)/Watch Neg
E-1       CCC+ (sf)    B+ (sf)/Watch Neg
E-2       CCC+ (sf)    B+ (sf)/Watch Neg
F         CCC (sf)     CCC+ (sf)/Watch Neg

Transaction Information

Issuer:              Fairfield Street Solar 2004-1 Ltd.
Co-Issuer:           Fairfield Street Solar 2004-1 Corp.
Collateral manager:  MFS Investment Management
Underwriter:         Wachovia Securities Inc.
Trustee:             Bank of America N.A.
Transaction type:    Cash flow CDO of CMBS


FIRST 2004-II: Moody's Upgrades Ratings of Four CLO Notes Classes
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by First 2004 CLO-II Ltd.:

   -- US$50,000,000 Class A-1 Senior Secured Delayed Drawdown
      Notes Due 2016 (current outstanding balance of $37,483,317),
      Upgraded to Aaa (sf); previously on July 31, 2010 Downgraded
      to Aa2 (sf);

   -- US$250,000,000 Class A-2 Senior Secured Notes Due 2016
      (current outstanding balance of $187,416,583), Upgraded to
      Aaa (sf); previously on July 31, 2010 Downgraded to Aa2(sf);

   -- US$30,000,000 Class B Senior Secured Interest Deferrable
      Notes Due 2016, Upgraded to A1 (sf); previously on July 31,
      2010 Confirmed at Ba1 (sf);

   -- US$20,000,000 Class C Senior Secured Interest Deferrable
      Notes Due 2016, Upgraded to Baa3 (sf); previously on July
      31, 2010 Confirmed at B1(sf).

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes result
primarily from the delevering of the Class A-1 Notes and Class A-2
Notes, which have been paid down by approximately $9 million and
$45 million, respectively, since the rating action in July 2009.
As a result of the delevering, the overcollateralization ratios
have increased since the rating action in July 2009. As of the
latest trustee report dated May 4, 2011, the Class A, Class B, and
Class C overcollateralization ratios are reported at 135.7%,
119.8%, and 111.1%, respectively, versus July 2009 levels of
121.0%, 109.2%, and 102.6%, respectively, and all related
overcollateralization tests are currently in compliance.

Moody's assumes a distribution of approximately $58 million of
principal proceeds, reported in the May 2011 trustee report, will
be made to the Class A-1 Notes and Class A-2 Notes on the next
payment date in June.

Moody's also notes that the credit profile of the underlying
portfolio has improved since the last rating action. Based on the
May 2011 trustee report, the weighted average rating factor is
2584 compared to 2854 in July 2009, and securities rated Caa1 and
below make up approximately 8.3% of the underlying portfolio
versus 17.5% in July 2009. The deal also experienced a decrease in
defaults. In particular, the dollar amount of defaulted securities
has decreased to about $3.2 million from approximately $23.4
million in July 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 $305 million, defaulted par of $3.2 million, a
weighted average default probability of 21.17% (implying a WARF of
3294), a weighted average recovery rate upon default of 45%, and a
diversity score of 46. These default and recovery properties of
the collateral pool are incorporated in cash flow model analysis
where they are subject to stresses as a function of the target
rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

First 2004-II CLO, Ltd., issued in December 14, 2004, 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.

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

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

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

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

Moody's Adjusted WARF -- 20% (2635)

Class A1: 0

Class A2: 0

Class B: +2

Class C: +2

Moody's Adjusted WARF + 20% (3953)

Class A1: 0

Class A2: 0

Class B: -2

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

2. Recovery of defaulted assets: Market value fluctuations in
   defaulted assets reported by the trustee and those assumed to
   be defaulted by Moody's may create volatility in the deal's
   overcollateralization levels. Further, the timing of recoveries
   and the manager's decision to work out versus sell defaulted
   assets create additional uncertainties.


FOXE BASIN: Moody's Upgrades Ratings of Four Classes of Notes
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Foxe Basin CLO 2003 Ltd.:

   -- US$32,000,000 Class A-3 Floating Rate Senior Notes due 2015,
      Upgraded to Aaa (sf); previously on June 24, 2010 Upgraded
      to A2 (sf);

   -- US$24,500,000 Class B Floating Rate Senior Subordinate Notes
      Due 2015, Upgraded to A2 (sf); previously on October 14,
      2009 Downgraded to Ba2 (sf);

   -- US$22,000,000 Class C Floating Rate Subordinate Notes Due
      2015 (current outstanding balance of $ 16,719,850.63),
      Upgraded to Caa1(sf); previously on October 14, 2009
      Downgraded to Caa3 (sf);

   -- US$3,000,000 Class Q-2 Notes Due 2015 (current rated balance
      of $ 949,982.95), Upgraded to Ba3 (sf); previously on
      October 14, 2009 Downgraded to Caa3 (sf).

RATING RATIONALE

According to Moody's, the rating actions taken on the notes result
primarily from the delevering of the Class A Notes. Since the last
rating action in June 2010, Class A-1 Notes have been paid in
full, the Class A-2 Notes have been paid down by approximately
51.4% or $32.9 million. In addition, the Class C Notes also
benefited from the diversion of excess interest to delever the
notes in the event of Class C overcollateralization test failure.
Moody's expects delevering to continue as a result of the end of
the deal's reinvestment period in December 2008. As a result of
the delevering, the overcollateralization ratios have increased
since the rating action in June 2010. As of the latest trustee
report dated May 2, 2011, the Class A, Class B, Class C and Class
D overcollateralization ratios are reported at 178.2%, 128.3%,
107.7% and 99.9%, respectively, versus May 2010 levels of 124.0%,
110.0%, 101.5% and 97.6%, respectively.

Moody's assumed a distribution of $20.6 million of principal
proceeds, reported in the May 2011 trustee report, will be used to
pay down the Class A-2 Notes on the next payment date in June
2011.

Moody's adjusted WARF has declined since the rating action in June
2010 due to a decrease in the percentage of securities whose
default probabilities are assessed through credit estimates and
were not updated within the last 15 months. The deal also
experienced a decrease in defaults. In particular, the dollar
amount of defaulted securities has decreased to about $8.6 million
from approximately $19.6 million in May 2010.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $105.5 million, defaulted par of $14.5
million, a weighted average default probability of 19.98%
(implying a WARF of 3434), a weighted average recovery rate upon
default of 42.56%, and a diversity score of 27. 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.

Foxe Basin CLO 2003, Ltd., issued on December 17, 2003, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodologies used in this rating were "Moody's
Approach to Rating Collateralized Loan Obligations" published in
August 2009 and "Using the Structured Note Methodology to Rate CDO
Combo-Notes" published in February 2004. Other considerations
incorporated in this rating were "Updated Approach to the Usage of
Credit Estimates in Rated Transactions" published in October 2009.

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

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

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

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

Moody's Adjusted WARF -- 20% (2747)

Class A-1: 0

Class A-2: 0

Class A-3: 0

Class B: +2

Class C: +2

Class D: 0

Class Q-2: +2

Moody's Adjusted WARF + 20% (4121)

Class A-1: 0

Class A-2: 0

Class A-3: 0

Class B: -1

Class C: -1

Class D: 0

Class Q-2: -1

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

Sources of additional performance uncertainties are:

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

2) Recovery of defaulted assets: Market value fluctuations in
   defaulted assets reported by the trustee and those assumed to
   be defaulted by Moody's may create volatility in the 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.

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


G-FORCE 2005-RR2: S&P Lowers Ratings on 5 Classes of Certs. to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of commercial mortgage-backed securities (CMBS) pass-
through certificates from G-Force 2005-RR2 Trust (G-Force 2005-
RR2), a U.S. resecuritized real estate mortgage investment
conduit (re-REMIC) transaction. "At the same time, we affirmed our
'A+ (sf)' rating on class A-2 from the same transaction and
removed it from CreditWatch negative," S&P stated.

"The downgrades primarily reflect our analysis following interest
shortfalls to the transaction. We downgraded classes A-4A, A-4B,
B, C, and D to 'D (sf)' to reflect interest shortfalls that we
expected to continue for the foreseeable future," S&P continued.

According to the May 25, 2011, trustee report, cumulative interest
shortfalls to the transaction totaled $22.9 million, while the
current interest shortfalls totaled $1.3 million, affecting class
A-4A and A-4B, as well as the classes subordinate to them. The
interest shortfalls resulted from interest shortfalls on 58
underlying collateral from 21 of the underlying CMBS transactions
primarily due to the master servicer's recovery of prior advances,
appraisal subordinate entitlement reductions (ASERs), servicers'
nonrecoverability determinations for advances, and special
servicing fees. "If the interest shortfalls to G-Force 2005-RR2
continue or increase, we will evaluate the shortfalls and may take
further rating actions as we determine appropriate," S&P said.

"The affirmation of class A-2 at 'A+ (sf)' reflects our
application of our updated counterparty criteria for structured
finance transactions. This follows our confirmation that the
transaction's interest rate swap only pertains to the floating-
rate interest payments to the class A-3FL. As a result, we
affirmed our rating on the class A-2 and removed it from
CreditWatch negative. As the interest rate swap counterparty,
Morgan Stanley Capital Services Inc. (not rated; Morgan Stanley &
Co. Inc. (A+/negative/A-1)), is higher than the rating on the
class A-3FL, we determined that no rating action was necessary
based upon the counterparty exposure under our criteria,"
continued S&P.

According to the May 25, 2011, trustee report, G-Force 2005-RR2
was collateralized by 105 CMBS classes ($657.5 million, 100%) from
23 distinct transactions issued between 1998 and 2002.

Standard & Poor's analyzed G-Force 2005-RR2 and its underlying
collateral according to its current criteria. "Our analysis is
consistent with the lowered and affirmed ratings," S&P added.

Ratings Lowered

G-Force 2005-RR2 Trust
             Rating
Class    To           From
A-3FL    B- (sf)      B+ (sf)
A-4A     D (sf)       CCC- (sf)
A-4B     D (sf)       CCC- (sf)
B        D (sf)       CCC- (sf)
C        D (sf)       CCC- (sf)
D        D (sf)       CCC- (sf)

Rating Affirmed and Removed From CreditWatch Negative

G-Force 2005-RR2 Trust
             Rating
Class    To           From
A-2      A+ (sf)      A+ (sf)/Watch Neg


G-STAR 2002-2: S&P Cuts Rating on Class C Notes From 'BB-' to 'C'
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A-1MM-a, A-1MM-b, A-2, A-3, BFL, BFX, and C notes issued by
G-Star 2002-2 Ltd., an arbitrage collateralized debt obligation
(CDO) transaction collateralized primarily by commercial mortgage-
backed securities (CMBS) and removed the rating on the class A-
1MM-a, A-1MM-b, A-2, and A-3 notes from CreditWatch with negative
implications.

"We placed our ratings on the class A-1MM-a, A-1MM-b, A-2, and A-3
notes on CreditWatch negative on Jan. 18, 2011, in connection with
the implementation of our revised counterparty criteria (see
'Ratings On 950 North America Structured Finance Tranches On Watch
Neg After Counterparty Criteria Update,' published Jan. 18,
2011)," S&P related.

"In our review, we generated cash flow analysis to assess the
credit support available to the notes without giving benefit to
the interest rate hedge and cash flow swap agreements that the
transaction has entered into with a counterparty, stressing the
CDO under various interest rate scenarios in the absence of the
interest rate hedge and cash flow swap agreements. In our view,
the cash flow analysis of the transaction showed that there was no
impact to the rating assigned to the class A-1MM-a, A-1MM-b, A-2,
and A-3 notes under these stresses, leading to our decision to
affirm the current rating assigned to the each of these notes and
remove them from CreditWatch negative," S&P elaborated.

The affirmations of S&P's ratings on the class BFL, BFX, and C
notes reflect the availability of credit support at the current
rating levels.

"We will perform similar analyses for other CDO transactions with
ratings placed on CreditWatch negative in connection with the
implementation of our updated counterparty criteria. Generally, if
we find in our analysis that the assumed absence of the hedge
agreement would not affect the current ratings assigned to the
notes, we will affirm them and remove them from CreditWatch
negative. However, if there is an impact, we will review the
counterparty-related documents in the transaction for compliance
with our updated counterparty criteria and take actions on the
ratings as we deem appropriate," S&P noted.

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

G-Star 2002-2 Ltd.
Class                 Rating
                To            From
A-1MM-a         AAA (sf)      AAA (sf)\Watch Neg
A-1MM-b         AAA (sf)      AAA (sf)\Watch Neg
A-2             AAA (sf)      AAA (sf)\Watch Neg
A-3             AA (sf)       AA (sf)\Watch Neg

Ratings Affirmed

G-Star 2002-2 Ltd.

Class           Rating
BFL             BBB- (sf)
BFX             BBB- (sf)
C               BB- (sf)


G-STAR 2003-3 LTD/CORP: Fitch Ratings Affirms 6 Classes
-------------------------------------------------------
Fitch Ratings has affirmed six classes issued by G-Star 2003-3
Ltd./Corp (G-Star 2003-3) as negative credit migration in the
portfolio has been offset by increased credit enhancement to the
senior classes.

Since Fitch's last rating action in June 2010, 31.6% of the
portfolio has been downgraded. Currently, 51.1% of the portfolio
has a Fitch derived rating below investment grade and 36.3% has a
rating in the 'CCC' rating category or lower, compared to 42.8%
and 28%, respectively, at the last review. In addition, the class
A-1 notes have received $64.5 million in paydowns since the last
review.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model (PCM) for projecting future default
levels for the underlying portfolio. The default levels were then
compared to the breakeven levels generated by Fitch's cash flow
model of the CDO under the various default timing and interest
rate stress scenarios, as described in the report 'Global Criteria
for Cash Flow Analysis in Corporate CDOs'. Based on this analysis,
the class A-1 notes' breakeven rates are generally consistent with
the rating assigned.

For the class A-2 through B notes, Fitch analyzed the class'
sensitivity to the default of the distressed assets ('CCC' and
below). Given the high probability of default of the underlying
assets and the expected limited recovery prospects upon default,
the class A-2 notes have been affirmed at 'CCsf', indicating that
default is probable. Similarly, the class A-3 and B notes are
affirmed at 'Csf', indicating that default is inevitable. On the
April 15, 2011 trustee report, the class B notes are receiving
interest paid in kind (PIK) whereby the principal amount of the
notes is written up by the amount of interest due.

The Stable Outlook on the class A-1 notes reflects Fitch's view
that the notes will continue to de-lever. The Loss Severity (LS)
rating indicates a tranche's potential loss severity given
default, as evidenced by the ratio of tranche size to the base-
case loss expectation for the collateral, as explained in
'Criteria for Structured Finance Loss Severity Ratings'. The LS
rating should always be considered in conjunction with the
probability of default for tranches. Fitch does not assign LS
ratings or Outlooks to classes rated 'CCC' and below.

The rating of the preferred shares addresses the likelihood that
investors will receive the ultimate return of the aggregate
outstanding rated balance by the legal final maturity date. The
assigned rating for the preferred shares indicates that default is
inevitable, as they are undercollateralized.

G-Star 2003-3 is a cash flow commercial real estate collateralized
debt obligation (CRE CDO) which closed on March 13, 2003. The
collateral is composed of 44.9% residential mortgage backed
securities (RMBS), 34.7% commercial mortgage backed securities
(CMBS), 8.3% asset backed securities (ABS), 10.6% real estate
investment trusts (REIT), and 1.5% structured finance CDOs.
Fitch has affirmed these classes:

   -- $89,178,353 class A-1 notes affirmed at 'Bsf/LS3'; Outlook
      Negative;

   -- $48,000,000 class A-2 notes affirmed at 'CCsf';

   -- $18,000,000 class A-3 notes affirmed at 'Csf';

   -- $5,540,906 class B-1 notes affirmed at 'Csf';

   -- $16,907,142 class B-2 notes affirmed at 'Csf';

   -- $24,000,000 preferred shares affirmed at 'Csf'.


GE CAPITAL: Fitch Affirms 14 Classes, Upgrades 1 Class
------------------------------------------------------
Fitch Ratings has upgraded one class and affirmed 14 classes of GE
Capital Commercial Mortgage Corp.'s (GECCM) commercial mortgage
pass-through certificates, series 2002-3.

Fitch expects losses of approximately 1.77% or $14.2 million from
loans in special servicing and loans that cannot refinance at
maturity based on Fitch's refinance test. These losses will be
absorbed by the class not rated by Fitch.

As of the May 2011 distribution date, the pool's certificate
balance has paid down 31.6% to $800.8 million from $1.2 billion at
issuance. Of the remaining 105 loans, 25 (24.9%) have defeased.

As of the May 2011 distribution date, there is one specially
serviced loan (3.3%) in the pool. The one specially serviced asset
is a 28-unit apartment building located in Arlington, VA. The loan
transferred to special servicing for imminent monetary default in
January 2011. Recent property values indicate the property is
worth more than the outstanding loan amount. The special servicer
is reviewing modification options.

The largest loan in the pool (10.6%) is a portfolio of two malls
located in California. One of the malls suffered substantial fire
damage in October 2010. The mall opened shortly after while
repairs on the damaged section continue. The damaged mall is
expected to be fully operational by October 2011. Both of the
properties have maintained high occupancy rates and debt service
coverage for several years.

Fitch has upgraded this class:

   -- $17.6 million class G to 'AAA/LS4' from 'AA+/LS4'; Outlook
      Stable.

Fitch has affirmed and revised Outlooks on these classes:

   -- $16.8 million class A-1 at 'AAA/LS1'; Outlook Stable;

   -- $553.8 million class A-2 at 'AAA/LS1'; Outlook Stable;

   -- $46.8 million class B at 'AAA/LS3'; Outlook Stable;

   -- $16.1 million class C at 'AAA/LS4'; Outlook Stable;

   -- $26.3 million class D at 'AAA/LS3'; Outlook Stable;

   -- $14.6 million class E at 'AAA/LS4'; Outlook Stable;

   -- $10.2 million class F at 'AAA/LS4'; Outlook Stable;

   -- $11.7 million class H at 'AA-/LS4'; Outlook to Positive from
      Stable;

   -- $27.8 million class J at 'A-/LS3'; Outlook Stable;

   -- $10.2 million class K at 'BBB/LS4'; Outlook to Stable from
      Negative;

   -- $8.8 million class L at 'BBB-/LS5'; Outlook to Stable from
      Negative;

   -- $10.2 million class M at 'BB/LS4'; Outlook to Stable from
      Negative;

   -- $8.8 million class N at 'B+/LS5'; Outlook to Stable from
      Negative;

   -- $5.9 million class O at 'B-/LS5'; Outlook to Stable from
      Negative.

Fitch does not rate the $15.1 million class P certificates.

Fitch has withdrawn the rating on the interest-only class X-1.


GE COMMERCIAL: Fitch Downgrades GECMC 2005-C2 Ratings
-----------------------------------------------------
Fitch Ratings has downgraded four classes and affirmed 13 classes
of GE Commercial Mortgage Corporation (GECMC), series 2005-C2
commercial mortgage pass-through certificates.

The downgrades to classes J through M reflect an increase in Fitch
expected losses corresponding to the 10 loans (12.3% of the pool)
currently in special servicing, of which eight (10.7%) transferred
subsequent to the previous review. Across the pool, Fitch modeled
losses of 6.9% of the remaining pool balance; expected losses as a
percentage of the original pool balance are at 5.5%, including
losses already incurred to date (0.6%). Fitch has designated 28
loans (25.7%) as Fitch Loans of Concern, including the specially
serviced loans (12.3%). Fitch expects that classes L through Q may
be fully depleted from losses associated with the specially
serviced assets.

The affirmations to classes A-2 through H reflect sufficient
credit enhancement to offset Fitch expected losses, which is
attributable to repayments and scheduled amortization subsequent
to the previous rating action (13.1% of the original pool
balance). Eleven loans (6.7%) have been defeased. As of the May
2011 distribution date, the pool's aggregate principal balance has
been reduced by approximately 29.8% to $1.31 billion from $1.86
billion at issuance, due to a combination of paydown (29.2%) and
realized losses (0.6%). Interest shortfalls totaling $1.8 million
are affecting the unrated classes O through Q.

The largest contributor to modeled losses is a $16.9 million loan
(1.3% of the pool) secured by a 51,195-square foot (sf) retail
furniture plaza located in Scottsdale, AZ. The loan transferred to
special servicing in March 2010 after occupancy dropped to roughly
40% and the borrower requested a modification. The master servicer
last reported the property's debt service coverage ratio (DSCR) at
0.12 times (x) on a net operating income (NOI) basis as of year-
end (YE) 2009. The special servicer's indicated strategy is
foreclosure.

The second-largest contributor to modeled losses is a $25.6
million loan (2%) secured by a 288-unit, 792-bed student housing
property located in Sacramento, CA. The property, which lacked
operating history when it was securitized at issuance, has
struggled with respect to both occupancy and cash flow. According
to the master servicer, the property has suffered from high
turnover and a soft market that is overbuilt. Despite an apparent
rebound off of 2009 levels, the servicer reported occupancy at 78%
and an NOI DSCR of 0.77x as of YE 2010.

The third-largest contributor to modeled losses is a $17.7 million
loan (1.4%) collateralized by a 176,904-sf retail center located
in Roseville, MN. The property suffered a decline in occupancy to
approximately 55% (as of May 2011) following the vacancies of
three major tenants (formerly a combined 44% of the space) due to
a combination of bankruptcy and lease expirations. While the
borrower reportedly has some prospective tenants for the vacant
space, no firm commitments are in place. For the trailing 12
months ended November 2012, the servicer-reported NOI DSCR was
0.50x.

Fitch has downgraded these classes and assigned Recovery Ratings
(RRs):

   -- $21 million class J to 'CCsf/RR4' from 'B-sf/LS5';

   -- $9.3 million class K to 'Csf/RR6' from 'B-sf/LS5';

   -- $7 million class L to 'Csf/RR6' from 'B-sf/LS5';

   -- $9.3 million class M to 'Csf/RR6' from 'B-sf/LS5'.

Additionally, Fitch has affirmed these classes and revised Rating
Outlooks:

   -- $24.4 million class A-2 at 'AAAsf/LS1'; Outlook Stable;

   -- $132.4 million class A-3 at 'AAAsf/LS1'; Outlook Stable;

   -- $56.4 million class A-AB at 'AAAsf/LS1'; Outlook Stable;

   -- $445.4 million class A-4 at 'AAAsf/LS1'; Outlook Stable;

   -- $289.2 million class A-1A at 'AAAsf/LS1'; Outlook Stable;

   -- $149.1 million class A-J at 'AAsf/LS3'; Outlook Stable;

   -- $14 million class B at 'AAsf/LS5'; Outlook Stable;

   -- $30.3 million class C at 'Asf/LS5'; Outlook Stable;

   -- $16.3 million class D at 'BBBsf/LS5'; Outlook Stable;

   -- $25.6 million class E at BBsf/LS5'; Outlook Stable;

   -- $16.3 million class F at 'BBsf/LS5'; Outlook Stable;

   -- $21 million class G at 'Bsf/LS5'; Outlook to Stable from
      Negative;

   -- $16.3 million class H at 'B-sf/LS5'; Outlook Negative.

Fitch does not rate the class N, O, P and Q certificates. Class A-
1 has repaid in full.


GEM LIGOS: S&P Affirms Rating on Class D Notes at 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on all
classes of notes issued by GEM LIGOs III Ltd., a collateralized
debt obligation (CDO) transaction backed primarily by emerging
market bonds. "At the same time, we removed our rating on the
class A-1 notes from CreditWatch negative," S&P said.

S&P noted, "We placed our rating on the class A-1 notes on
CreditWatch negative on Jan. 18, 2011, in connection with the
implementation of our revised counterparty criteria (see 'Ratings
On 950 North America Structured Finance Tranches On Watch Neg
After Counterparty Criteria Update'). The affirmation and removal
of the rating on the class A-1 notes from CreditWatch takes into
account both the updated counterparty criteria and our criteria
for rating corporate CDO transactions (see 'Update To Global
Methodologies And Assumptions For Corporate Cash Flow And
Synthetic CDOs,' published Sept. 17, 2009). The affirmations of
the ratings on all the other classes reflect the availability
of credit support at the current rating levels."

"In our review, we generated cash flow analysis to assess the
credit support available to the class A-1 notes without giving
benefit to the interest rate hedge agreement that the transaction
has entered into with a counterparty, stressing the CDO under
various interest rate scenarios in the absence of an interest rate
hedge. In our view, the cash flow analysis of the transaction
showed that there was no impact to the rating assigned to the
class A-1 notes under these stresses, leading to our decision to
affirm the current rating assigned to the class A-1 notes and
remove it from CreditWatch negative," S&P related.

"We will perform similar analyses for other CDO transactions with
ratings placed on CreditWatch negative in connection with the
implementation of our updated counterparty criteria. Generally, if
we find in our analysis that the assumed absence of the hedge
agreement would not affect the current ratings assigned to the
notes, we will affirm and remove them from CreditWatch negative.
However, if there is an impact, we will review the counterparty-
related documents in the transaction for compliance with our
updated counterparty criteria and take rating actions as we deem
appropriate," S&P continued.

Additionally, the cash flow analysis also showed that all the
other notes had enough credit enhancement available to maintain
their current rating levels under all the interest rate stresses.
Hence, S&P affirmed its ratings on the notes.

Rating and CreditWatch Actions

GEM LIGOs III Ltd.
                Rating
Class      To         From
A-1        AA+ (sf)   AA+ (sf)/Watch Neg

Ratings Affirmed

GEM LIGOs III Ltd.

Class      Rating
A-2        A+ (sf)
A-3        A- (sf)
B          BB+ (sf)
C          B+ (sf)
D          B (sf)


GLENEAGLES CLO: S&P Raises Rating on Class D Notes to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2, B, C, and D notes from Gleneagles CLO Ltd., a collateralized
loan obligation (CLO) transaction managed by Highland Capital
Management L.P. "Concurrently, we removed our ratings on the class
A-2 and B notes from CreditWatch, where we placed them with
positive implications on March 1, 2011. At the same time, we
affirmed our rating on the class A-1 notes and removed it from
CreditWatch, where we placed it with positive implications on
March 1, 2011," S&P said.

S&P noted, "The upgrades mainly reflect an improvement in the
performance of the transaction's underlying asset portfolio since
our Jan. 26, 2010, downgrades of the notes following the
application of our September 2009 corporate collateralized debt
obligation (CDO) criteria. As of the April 2011 trustee report,
the transaction had $69.6 million of defaulted assets. This was
down from $132.40 million noted in the November 2009 trustee
report, which we referenced for our January 2010 rating actions.
Furthermore, assets from obligors rated in the 'CCC' category were
reported at $60.13 million in April 2011, compared with $92.25
million in November 2009."

The transaction has further benefited from an increase in the
overcollateralization (O/C) available to support the rated notes.
The trustee reported these O/C ratios in the April 20, 2011,
monthly report:

    * The class B O/C ratio was 117.44%, compared with a reported
      ratio of 110.40% in November 2009;

    * The class C O/C ratio was 109.03%, compared with a reported
      ratio of 102.81% in November 2009; and

    * The class D O/C ratio was 102.82%, compared with a reported
      ratio of 96.50% in November 2009.

The class D notes have also benefitted from paydowns since the
January 2010 actions. The class D notes have received a total of
approximately $12.2 million in payments toward their outstanding
notional since that time, which has reduced the notes' outstanding
balance to 75.4% of their original issuance. These paydowns can be
attributed the class D O/C test which, when triggered, activates a
turbo feature whereby up to 50% of the remaining interest proceeds
is used to pay down the principal of the class D notes.

The affirmation of the class A-1 notes reflects the availability
of credit support at the current rating level.

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

Gleneagles CLO Ltd.
              Rating
Class     To           From
A-1       AA+ (sf)     AA+ (sf)/Watch Pos
A-2       AA+ (sf)     AA- (sf)/Watch Pos
B         A+ (sf)      A (sf)/Watch Pos
C         BBB (sf)     B+ (sf)
D         CCC+ (sf)    CCC- (sf)

Transaction Information

Issuer:             Gleneagles CLO Ltd.
Coissuer:           Gleneagles CLO Corp.
Collateral manager: Highland Capital Management L.P.
Underwriter:        Banc of America Securities LLC
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CLO


GMAC COMMERCIAL: Fitch Affirms 15 Classes of GMAC 2003-C2
---------------------------------------------------------
Fitch Ratings has affirmed 15 classes of GMAC Commercial Mortgage
Securities, Inc., series 2003-C2 (GMAC 2003-C2) commercial
mortgage pass-through certificates.

The affirmations are due to stable performance of the transaction
since Fitch's most recent formal review. As of the May 2011
distribution date, the pool's aggregate principal balance has
reduced by 37.8% to $803.3 million from $1.29 billion at issuance.
In addition, 23 loans (36.4%) have been fully defeased. Interest
shortfalls totaling $3,223,855 are currently affecting class J
through P.

Fitch has identified 13 loans (22%) as Fitch Loans of Concern,
which includes three specially serviced loans (7.8%). Of the three
loans in special servicing, two loans (2.44%) are real estate
owned (REO), and one loan (5.4%) is current. Fitch's modeled
losses are 5.39% of the remaining pool; modeled losses of the
original pool are at 3.97%, including losses already incurred to
date.

The largest contributor to Fitch modeled losses is a specially
serviced loan (5.4%) secured by a 420 unit apartment complex
located in Novi, MI, 30 miles northwest of downtown Detroit. The
loan was transferred to special servicing in January 2010 due to
imminent monetary default. The special servicer recently approved
a modification of the loan to bring it current.

The second largest contributor to modeled losses is a specially
serviced loan (2.08%) secured by a 284,463 square foot (sf) retail
shopping center located in Woodbridge, NJ. The loan was
transferred to special servicing in March 2009 due to monetary
default and is now REO. The special servicer is currently in the
process of selling the property. Due to low occupancy, Fitch
expects a significant loss upon liquidation.

The third largest contributor to modeled losses is a loan (.36%)
secured by a 21,000 sf class B office building in Scottsdale, AZ.
The servicer reported occupancy is 43% as of May 2011. The loan
was transferred to special servicing in July 2010 due to monetary
default. The property is currently REO and the special servicer is
in the process of selling the building.

Fitch has affirmed these classes and assigns Outlooks:

   -- $110.4 million class A-1 at 'AAA/LS1'; Outlook Stable;

   -- $471.6 million class A-2 at 'AAA/LS1'; Outlook Stable;

   -- $40.3 million class B at 'AAA/LS4'; Outlook Stable;

   -- $16.1 million class C at 'AAA/LS5'; Outlook Stable;

   -- $30.7 million class D to 'AAA/LS5'; Outlook Stable;

   -- $16.1 million class E to 'AAA/LS5'; Outlook Stable;

   -- $21 million class F to 'AA/LS5'; Outlook Positive;

   -- $11.3 million class G to 'BBB/LS5'; Outlook Positive;

   -- $16.1 million class H to 'BB/LS5'; Outlook Stable;

   -- $21 million class J to 'B-/LS5'; Outlook Stable;

   -- $8.1 million class K to 'CCC/RR2';

   -- $8.1 million class L to 'CC/RR6';

   -- $9.7 million class M to 'C/RR6';

   -- $4.8 million class N to 'C/RR6';

   -- $4.8 million class O to 'C/RR6'.

The $13.1 million class P is not rated by Fitch.


GMAC COMMERCIAL: Fitch Upgrades GMAC 1999-C1 Ratings
----------------------------------------------------
Fitch Ratings upgrades GMAC Commercial Mortgage Securities, Inc.'s
mortgage pass-through certificates, series 1999-C1.

The rating upgrade is a result of paydown, defeasance, and
increased credit enhancement which is sufficient to offset the
Fitch expected losses. Fitch expects losses of 1.91% of the
remaining pool balance, approximately $1.8 million from the loans
in special servicing and the loans that are not expected to
refinance at maturity based on Fitch's refinance test. The Rating
Outlooks reflect the likely direction of any rating changes over
the next one to two years.

As of the May 2011 distribution date, the transaction's aggregate
principal balance has decreased 93.1%, to $92.1 million from $1.33
billion at issuance. Eight loans (25.3%) are defeased. Thirty-
eight loans remain in the pool, decreased from 228 at issuance.

Fitch has identified seven Loans of Concern (36.9%), with one loan
(1.8%) in special servicing. The specially serviced asset (1.8%)
is a mobile home community located in Garner, NC. The loan
transferred to special servicing in February 2010 due to imminent
default. The property is a former 152-pad mobile home park that
has been out of operation since 2007. The size of the vacant land
is 42.56 acres. The asset was converted to real estate owned (REO)
in June 2010 via a non-judicial foreclosure. The property is
currently listed for sale with CB Richard Ellis. Although there
have been several inquiries and interest in the property, none
have resulted in any offers.

The largest Loan of Concern not in special servicing (28%) is
secured by a 464,374 square foot office complex located in
Detroit, MI and remains current. The property continues to
struggle as a result of market conditions and decreased base rent
due to lower rental rates and rental collections. The servicer
recently confirmed that a tenant occupying 28,598 square feet,
with lease expiration in November 2011 will renew for another ten
years. Per the rent roll dated May 2, 2011 the property was 85%
occupied. Three percent of the leases expire in 2011, 6% in 2013,
2% in 2014, and 3% in 2015. The most recent debt service coverage
ratio (DSCR) as of September 2010 was 1.18 times (x), down from
1.41x as of YE 2009.

Fitch stressed the cash flow of the remaining non-defeased loans
by applying a 5% reduction to 2009 fiscal year end net operating
income, and applying an adjusted market cap rate between 8.1% and
11% to determine value.

Similar to Fitch's prospective analysis of recent vintage CMBS,
each loan also underwent a refinance test by applying an 8%
interest rate and 30-year amortization schedule based on the
stressed cash flow. Loans that could refinance to a debt service
coverage ratio of 1.25x or higher were considered to pay off at
maturity. Of the non-defeased or non-specially serviced loans, one
loan (2.3% of the pool) incurred a loss when compared to Fitch's
stressed value.

Fitch upgrades this class:

   -- $39.6 million class F to 'AA/LS1'; from 'A-'/LS1; Outlook
      Stable.

Fitch also affirms these classes and revises Outlooks and Loss
Severity (LS) ratings:

   -- $13.3 million class G at 'BBB/LS2'; to 'LS2' from 'LS3';
      Outlook to Stable from Negative;

   -- $26.7 million class H at 'B+/LS1'; to 'LS1' from 'LS3';
      Outlook Negative;

   -- $17.3 million class J at 'D/RR4'.

Classes K-1 and K-2 are not rated by Fitch and have been depleted
as a result of losses. Classes A-1, A-2, B, C, D, and E have paid
in full.

The rating of the interest-only class X has been previously
withdrawn.


GREEN TREE: Fitch Takes Rating Actions on 7 Transactions
--------------------------------------------------------
Fitch Ratings has affirmed or downgraded, and withdrawn all
outstanding ratings on seven Green Tree Recreational, Equipment &
Consumer Trust transactions.

The withdrawal of the ratings reflects Fitch's view that the
ratings are no longer relevant to the agency's coverage,
considering that each class is in technical default or that
Fitch's expectation is that default is inevitable.

Fitch has taken thes rating actions:

   -- Green Tree Recreational, Equipment & Consumer Trust 1996-B
      Certificate affirmed at 'Csf/RR5';

   -- Green Tree Recreational, Equipment & Consumer Trust 1996-C
      Certificate downgraded to 'C/RR2' from 'CCsf/RR2';

   -- Green Tree Recreational, Equipment & Consumer Trust 1996-D
      Certificate affirmed at 'Csf/RR2';

   -- Green Tree Recreational, Equipment & Consumer Trust 1997-A
      Certificate affirmed at 'Csf/RR6';

   -- Green Tree Recreational, Equipment & Consumer Trust 1997-D
      Certificate downgraded to 'C/RR2' 'CCsf/RR2';

   -- Green Tree Recreational, Equipment & Consumer Trust 1998-B
      Certificate affirmed at 'Csf/RR5';

   -- Green Tree Recreational, Equipment & Consumer Trust 1998-C
      Certificate affirmed at 'Csf/RR6'.

Additionally, Fitch withdraws its ratings for all classes within
these Green Tree Recreational, Equipment & Consumer Trusts.


JEFFRIES RESECURITIZATION: S&P Cuts Ratings on 2 Classes to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes from two residential mortgage-backed securities (RMBS)
resecuritized real estate mortgage investment conduit
(re-REMIC) transactions issued in 2009 and 2010, and removed one
of them from CreditWatch with negative implications. "In addition,
we affirmed our ratings on 35 classes from the two transactions
with lowered ratings and three other transactions, and removed 13
of them from CreditWatch negative. We also withdrew our ratings on
three classes that have received their full amount of scheduled
principal and interest. All of these transactions have a pro rata
interest payment structure in each of their groups, except group
three from Morgan Stanley Re-REMIC Trust 2010-R3 which pays
interest on a sequential basis," S&P stated.

"On Dec. 15, 2010, we placed our ratings on 43 classes from the
five transactions within this review on CreditWatch negative,
along with ratings from other RMBS re-REMIC securities.
Additionally, on April 1, 2011, we provided an update on these
CreditWatch placements and provided clarification regarding our
analysis of interest payment amounts within re-REMIC transactions
(see 'Standard & Poor's Provides An Update On Outstanding RMBS Re-
REMIC CreditWatch Placements And Outlines Their Resolution')," S&P
said.

"Our ratings on the re-REMIC classes are intended to address the
timely payment of interest and principal. We reviewed the interest
and principal amounts due on the underlying securities, which will
then be passed through to the applicable re-REMIC classes. As part
of our analysis, we applied our loss projections, incorporating,
where applicable, our recently revised loss assumptions for the
underlying collateral, to identify the principal and interest
amounts that could be passed through from the underlying
securities under our rating scenario stresses. We stressed our
loss projections at various rating categories to assess whether
the re-REMIC classes could withstand the stressed losses
associated with their ratings while receiving timely interest and
principal payments consistent with our criteria," S&P elaborated.

"As noted, in applying our loss projections we incorporated, where
applicable, our recently revised loss assumptions into our review
(see 'Revised Lifetime Loss Projections For Prime, Subprime, And
Alt-A U.S. RMBS Issued In 2005-2007,' published on March 25,
2011). Such updates pertain to the 2005-2007 vintage prime,
subprime, and Alternative-A (Alt-A) RMBS transactions; some of
which are associated with the re-REMICs we reviewed (see tables 1
and 2 for the overall prior and revised vintage- and product-
specific lifetime loss projections as a percentage of the original
structure balance)," S&P related.

Table 1
Lifetime Loss Projections For Prime And Subprime RMBS
(Percent of original balance)
           Prime RMBS      Subprime RMBS
            Aggregate        Aggregate
Vintage  Updated  Prior    Updated  Prior
2005         5.5   4.00      18.25  15.40
2006        9.25   6.60      38.25  35.00
2007       11.75   9.75      48.50  43.20

Table 2
Lifetime Loss Projections For Alternative-A RMBS
(Percent of original balance)
                            Fixed/
          Aggregate       long-reset
Vintage Updated  Prior  Updated  Prior
2005      13.75  11.25    12.75   9.60
2006      29.50  26.25    25.25  25.00
2007      36.00  31.25    31.75  26.25
         Short-reset
            hybrid        Option ARM
Vintage Updated  Prior  Updated  Prior
2005      13.25  14.75    15.50  13.25
2006      30.00  30.50    34.75  26.75
2007      41.00  40.75    43.50  37.50

"As a result of this review, we lowered our ratings on certain
classes based on our assessment as to whether there were principal
and/or interest shortfalls from the underlying securities that
would impair the re-REMIC classes at the applicable rating
stresses. The affirmations reflect our assessment of the
likelihood that the re-REMIC classes will receive timely interest
and principal payments under the applicable stressed assumptions,"
S&P disclosed.

"For each of the downgraded transactions, we based our downgrades
on our projections of principal loss amounts allocated to the
relevant re-REMIC classes under the applicable ratings stress
scenarios," S&P added.

Rating Actions

Jefferies Resecuritization Trust 2009-R1
Series 2009-R1
                               Rating
Class      CUSIP       To                   From
1-A2       47232CAB0   B- (sf)              BB+ (sf)
1-A3       47232CAZ7   AA- (sf)             AAA (sf)
1-A4       47232CBA1   B- (sf)              BB+ (sf)
2-A2       47232CAD6   CC (sf)              CCC (sf)
2-A4       47232CAM6   BB- (sf)             BB (sf)
2-A5       47232CAN4   CC (sf)              CCC (sf)
3-A4       47232CAQ7   AAA (sf)             AAA (sf)/Watch Neg
4-A4       47232CAT1   B (sf)               AAA (sf)
5-A5       47232CAX2   B+ (sf)              AAA (sf)/Watch Neg

Morgan Stanley Re-REMIC Trust 2009-R3
Series 2009-R3
                               Rating
Class      CUSIP       To                   From
1-A        61758NAA3   AA (sf)              AA (sf)/Watch Neg
1-A1       61758NAB1   AAA (sf)             AAA (sf)/Watch Neg
1-A2       61758NAC9   AA (sf)              AA (sf)/Watch Neg

Morgan Stanley Re-REMIC Trust 2010-R3
Series 2010-R3
                               Rating
Class      CUSIP       To                   From
1-A        61759DAA4   BBB (sf)             BBB (sf)/Watch Neg
1-A1       61759DAB2   AAA (sf)             AAA (sf)/Watch Neg
1-A2       61759DAC0   AA (sf)              AA (sf)/Watch Neg
1-A3       61759DAD8   A (sf)               A (sf)/Watch Neg
1-A4       61759DAE6   BBB (sf)             BBB (sf)/Watch Neg
3-A1       61759DAS5   NR                   AAA (sf)
3-B        61759DAV8   B (sf)               BBB (sf)

Wells Fargo Mortgage Loan 2010-RR1 Trust
Series 2010-RR1
                               Rating
Class      CUSIP       To                   From
A-R        94986YAC0   NR                   AAA (sf)
1-A-1      94986YAA4   AAA (sf)             AAA (sf)/Watch Neg

Wells Fargo Mortgage Loan 2010-RR2 Trust
Series 2010-RR2
                               Rating
Class      CUSIP       To                   From
1-A-1      94986XAA6   AAA (sf)             AAA (sf)/Watch Neg
1-A-2      94986XAB4   A (sf)               A (sf)/Watch Neg
1-A-R      94986XAG3   NR                   AAA (sf)
1-A-3      94986XAC2   B (sf)               B (sf)/Watch Neg

Ratings Affirmed

Jefferies Resecuritization Trust 2009-R1
Series 2009-R1
Class      CUSIP       Rating
1-A1       47232CAA2   AAA (sf)
2-A1       47232CAC8   AAA (sf)
2-A3       47232CAL8   BB (sf)
3-A1       47232CAE4   AAA (sf)
3-A2       47232CAF1   CCC (sf)
3-A3       47232CAP9   AAA (sf)
3-A5       47232CAR5   CCC (sf)
4-A1       47232CAG9   AAA (sf)
4-A2       47232CAH7   CCC (sf)
4-A3       47232CAS3   AAA (sf)
4-A5       47232CAU8   CCC (sf)
5-A1       47232CAJ3   AAA (sf)
5-A2       47232CAK0   CCC (sf)
5-A3       47232CAV6   AAA (sf)
5-A4       47232CAW4   AAA (sf)
5-A6       47232CAY0   CCC (sf)

Morgan Stanley Re-REMIC Trust 2010-R3
Series 2010-R3
Class      CUSIP       Rating
3-A        61759DAR7   AAA (sf)
3-A2       61759DAT3   AAA (sf)
3-A3       61759DAU0   AAA (sf)

Wells Fargo Mortgage Loan 2010-RR1 Trust
Series 2010-RR1
Class      CUSIP       Rating
2-A-1      94986YAD8   AAA (sf)

Wells Fargo Mortgage Loan 2010-RR2 Trust
Series 2010-RR2
Class      CUSIP       Rating
2-A-1      94986XAE8   AAA (sf)
2-A-2      94986XAF5   A (sf)


LIMEROCK CLO: S&P Affirms Rating on Class D Notes at 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A-4 notes from Limerock CLO I, a collateralized loan obligation
(CLO) transaction managed by INVESCO Senior Secured Management
Inc., and removed it from CreditWatch with positive implications.
"At the same time, we affirmed our ratings on the class A-1, A-2,
A-3a, A-3b, B, C, and D notes and removed the ratings on the class
A-1, A-2, A-3a, A-3b, and B notes from CreditWatch positive," S&P
stated.

"The upgrade reflects improved performance we have observed in the
deal's underlying asset portfolio since February 2010 rating
actions. The affirmations on the ratings on the class A-1, A-2, A-
3a, A-3b, B, C, and D notes reflect the availability of credit
support at the class' current rating level," S&P related.

According to the April 12, 2011, trustee report, the transaction
currently holds $36.1 million in 'CCC' rated assets, down from
$53.9 million noted in the Dec. 11, 2009, trustee report. In
addition, the transaction holds $1.1 million in defaulted
securities, down from $20.4 million in December 2009.
Accordingly, the transaction's overcollateralization (O/C) ratios
have improved:

    * The class A O/C ratio is 123.25% versus 118.82% in December
      2009;

    * The class B O/C ratio is 116.71.44% versus 112.51% in
      December 2009;

    * The class C O/C ratio is 111.59% versus 107.58% in December
      2009; and

    * The class D O/C ratio is 106.67% versus 102.84% in December
      2009.

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

Rating and CreditWatch Actions

Limerock CLO I
                Rating
Class       To          From
A-1         AA- (sf)    AA- (sf)/Watch Pos
A-2         AA- (sf)    AA- (sf)/Watch Pos
A-3a        AA+ (sf)    AA+ (sf)/Watch Pos
A-3b        AA- (sf)    AA- (sf)/Watch Pos
A-4         A+ (sf)     A (sf)/Watch Pos
B           BBB+ (sf)   BBB+ (sf)/Watch Pos

Ratings Affirmed

Limerock CLO I
Class       Rating
C           BB+ (sf)
D           B+ (sf)


LNR CDO 2003-1: Fitch Downgrades 10, Affirms 3 Classes
------------------------------------------------------
Fitch Ratings has downgraded 10 and affirmed three classes issued
by LNR CDO 2003-1, Ltd. (LNR 2003-1) as a result of significant
negative credit migration and additional principal losses on the
underlying collateral.

Since Fitch's last rating action in June 2010, approximately 45.9%
of the portfolio has been downgraded. Currently, 85.9% of the
portfolio has a Fitch derived rating below investment grade and
47.7% has a rating in the 'CCC' rating category or lower, compared
to 86.6% and 34.8%, respectively, at last review. As of the April
20, 2011 trustee report, the deal has experienced $147.8 million
in losses and $8.6 million in pay downs to the class A notes since
the last review.

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

For the class F through J notes, Fitch analyzed the class'
sensitivity to the default of the distressed assets ('CCC' and
below). Given the high probability of default of the underlying
assets and the expected limited recovery prospects upon default,
the class F notes have been downgraded to 'CCsf', indicating that
default is probable. Similarly, the class G and H notes have been
downgraded and the class J notes affirmed at 'Csf', indicating
that default is inevitable.

The Negative Outlook on the class A through D notes reflects
Fitch's view that further losses are anticipated on the underlying
commercial mortgage backed securities (CMBS), due to the junior
position of the bonds. The Loss Severity (LS) rating indicates a
tranche's potential loss severity given default, as evidenced by
the ratio of tranche size to the base-case loss expectation for
the collateral, as explained in 'Criteria for Structured Finance
Loss Severity Ratings'. The LS rating should always be considered
in conjunction with the probability of default for tranches. Fitch
does not assign LS ratings or Outlooks to classes rated 'CCC' and
below.

LNR 2003-1 is a static collateralized debt obligation (CDO) that
closed on July 2, 2003. The portfolio consists of 128 bonds from
33 obligors, all of which are CMBS from 1999 through 2003 vintage
transactions.

Fitch has taken these actions:

   -- $84,324,972 class A notes downgraded to 'Asf/LS5' from
      'AAsf/LS5'; Outlook Negative;

   -- $78,184,000 class B notes downgraded to 'BBBsf/LS5' from
      'Asf/LS5'; Outlook Negative;

   -- $34,000,000 class C-FL notes downgraded to 'BBsf/LS5' from
      'BBBsf/LS5'; Outlook Negative

   -- $9,860,000 class C-FX notes downgraded to 'BBsf/LS5' from
      'BBBsf/LS5'; Outlook Negative

   -- $5,000,000 class D-FL notes affirmed at 'BBsf/LS5'; Outlook
      Negative;

   -- $40,766,000 class D-FX notes affirmed at 'BBsf/LS5'; Outlook
      Negative;

   -- $48,000,000 class E-FL notes downgraded to 'CCCsf' from
      'Bsf/LS5';

   -- $41,626,000 class E-FX notes downgraded to 'CCCsf' from
      'Bsf/LS5';

   -- $6,000,000 class F-FL notes downgraded to 'CCsf' from
      'CCCsf';

   -- $44,724,000 class F-FX notes downgraded to 'CCsf' from
      'CCCsf';

   -- $12,204,000 class G notes downgraded to 'Csf' from 'CCCsf'

   -- $30,511,000 class H notes downgraded to 'Csf' from 'CCsf';

   -- $43,478,000 class J notes affirmed at 'Csf'.


MAGNOLIA FINANCE: Moody's Upgrades Ratings on Series 2006-7 Notes
-----------------------------------------------------------------
Moody's Investors Service did these rating actions on Magnolia
Finance II Series 2006-7, a collateralized debt obligation
transaction (the " Collateralized Synthetic Obligation" or "CSO").
The CSO, issued in 2006, references a portfolio of corporate loan
obligations.

Issuer: Magnolia Finance II Series 2006-7A2

   -- US$27.5M Class A2 Notes, Upgraded to Aa1 (sf); previously on
Jul 31, 2009 Downgraded to Aa2 (sf)

Issuer: Magnolia Finance II Series 2006-7B

   -- US$27.2M Class B Notes, Upgraded to Aa2 (sf); previously on
Jul 31, 2009 Downgraded to A2 (sf)

Issuer: Magnolia Finance II Series 2006-7C

   -- US$21M Class C Notes, Upgraded to A2 (sf); previously on Jul
31, 2009 Downgraded to Baa2 (sf)

Issuer: Magnolia Finance II Series 2006-7D

   -- EUR14.25M Class D Notes, Upgraded to Baa1 (sf); previously
on Jul 31, 2009 Downgraded to Ba1 (sf)

RATINGS RATIONALE

Moody's rating actions are the result of the credit improvement of
the underlying portfolio and the level of credit enhancement
remaining in the transaction.

Since the last rating review in June 2010, the 10-year weighted
average rating factor (WARF) of the portfolio improved from 725 to
688, equivalent to Ba1, including credit events. The underlying
portfolio is currently rated 97% investment grade. There are two
reference entities with a negative outlook and two entities on
watch for downgrade compared to the previous rating review, where
the deal had nine reference entities with a negative outlook and
one that was positive.

Since inception, the portfolio has experienced only one credit
event in CIT Group for a loss of subordination of 1.36%, based on
the portfolio notional value at closing.

The current remaining life of the transaction is 2.07 years.

Moody's rating action factors in a number of sensitivity analyses
and stress scenarios.

Results are given in terms of the number of notches' difference
versus the base case, where higher notches correspond to lower
expected losses, and vice-versa:

* Market Implied Ratings are modeled in place of the corporate
fundamental ratings to derive the default probability of the
reference entities in the portfolio. The gap between an MIR and a
Moody's corporate fundamental rating is an indicator of the extent
of the divergence in credit view between Moody's and the market.
The result of this run is comparable to the one of the base case
for Class A3, A2 and C and one notch lower for classes B and D.

* Moody's reviews a scenario consisting of reducing the maturity
of the CSO by 6 months, keeping all other parameters constant. The
result of this run is one is comparable to the one of the base
case for Class A3 and one notch higher for classes A2, B, C and D.

* Moody's conducts a sensitivity analysis consisting of notching
down by one the ratings of reference entities in the most
referenced industry, the Finance sector. The result from this run
is comparable to the one modeled under the base case.

* Removing the notch-down adjustment on ratings of all reference
entities on negative outlook and/or on watch for downgrade
generates a result that is comparable to the base case for Class
A3 and B and one notch higher for Class A2, C and D.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of rating committee
considerations. These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, and
specific documentation features. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, may influence the final rating decision.

The principal methodology used in these ratings was "Moody's
Approach to Corporate Collateralized Synthetic Obligations"
published in September 2009.

Moody's analysis for this transaction is based on CDOROM v2.8.

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

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

Moody's does not run a separate loss and cash flow analysis other
than the one already done by the CDOROM model. For a description
of the analysis, refer to the methodology and the CDOROM user's
guide on Moody's website.

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

The base case scenario modeled fits into the central macroeconomic
scenario predicted by Moody's of a sluggish recovery scenario in
the corporate universe. Should macroeconomics conditions evolve,
the CSO ratings will change to reflect the new economic
developments.


MERRILL LYNCH: S&P Lowers Ratings on 2 Classes of Certs. to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 12
classes of U.S. commercial mortgage-backed securities (CMBS) from
Merrill Lynch Mortgage Trust 2005-CKI1, and removed two ratings
from CreditWatch negative. "Concurrently, we subsequently withdrew
the ratings on classes A-2FL and A-2 following the full repayment
of the class' principal balance according to the May 12, 2011,
remittance report. In addition, we affirmed our ratings on six
other classes from the same transaction," S&P stated.

"Our rating actions follow our analysis of the transaction
primarily using our U.S. CMBS conduit/fusion criteria. Our
analysis included a review of the credit characteristics of all of
the loans in the pool, the transaction structure, and the
liquidity available to the trust. The downgrades also
reflect credit support erosion that we anticipate will occur upon
the eventual resolution of ($269.2 million, 10.2%) of the 15
specially serviced assets ($270.8 million, 10.3%). In addition, we
lowered our ratings on classes H and J to 'D (sf)' because we
expect interest shortfalls to continue, and we believe the
accumulated interest shortfalls will remain outstanding for the
foreseeable future," S&P continued.

S&P explained, "Using servicer-provided financial information, we
calculated an adjusted debt service coverage (DSC) of 1.40x and a
loan-to-value (LTV) ratio of 108.7%. We further stressed the
loans' cash flows under our 'AAA' scenario to yield a weighted
average DSC of 0.91x and an LTV ratio of 145.6%. The implied
defaults and loss severity under the 'AAA' scenario were 79.3% and
39.4%. The DSC and LTV calculations we noted above exclude four
defeased loans ($75.3 million, 2.9%) and 15 ($269.2 million;
10.2%) of the transaction's 16 specially serviced assets ($270.8
million; 10.3%). We separately estimated losses for the 15
specially serviced  assets, which we included in our 'AAA'
scenario implied default and loss severity figures."

As of the May 12, 2011, trustee remittance report, the trust
experienced monthly interest shortfalls totaling $402,169
primarily related to appraisal subordinate entitlement reduction
(ASER) amounts of $321,560, special servicing and workout fees of
$56,094, and interest paid to servicer on outstanding advances of
$24,515. "The interest shortfalls have affected all classes
subordinate to and including class H. Classes H and J experienced
cumulative interest shortfalls for three months, and we expect
these classes to experience recurring interest shortfalls in the
near term. Consequently, we downgraded these classes to 'D (sf)',"
S&P noted.

"The downgrade of the class A-2FL and A-4FL certificates to 'A+
(sf)' reflects our application of our updated counterparty
criteria for structured finance transactions. Floating-rate
interest payments to the classes are partially dependent upon the
performance of the interest rate swap counterparty, Bank of
America Corp. (A/A-1). We lowered the rating on class A-2FL and A-
4FL to 'A+ (sf)', which is one notch above our rating on the
counterparty based primarily on our understanding that the
derivative obligation contains a counterparty replacement
framework," related S&P.

"We withdrew our ratings on the class A-2 and A-2FL certificates
following the repayment of each class' principal balance, as noted
in the May 2011 remittance report," S&P said.

The affirmations of the ratings on the principal and interest
certificates reflect subordination levels and liquidity that is
consistent with the outstanding ratings. "We affirmed our 'AAA
(sf)' rating on the class X interest-only (IO) certificate based
on our current criteria," S&P added.

                        Credit Considerations

As of the May 12, 2011, trustee remittance report, 16 assets
($270.8 million; 10.3%) in the pool were with the special
servicer, J.E. Robert Co. Inc. (JER). The reported payment status
of these assets is: three are real estate owned (REO) ($145.9
million; 5.6%), two are in foreclosure ($6.8 million; 0.3%), one
is a matured balloon loan ($4.3 million, 0.2%); five are
90-plus-days delinquent ($66.5 million; 2.5%), four are 60 days
delinquent ($23.2 million; 0.9%), and one is current ($24.2
million, 0.9%). Eleven assets ($225.8 million, 8.6%) have
appraisal reduction amounts (ARAs) in effect totaling $89.8
million. One of the top 10 loans is with the special servicer.

The Louisiana Boardwalk is the fourth-largest asset in the pool
and the largest exposure with the special servicer ($123.1
million, 4.7%). The property comprises a 14-building class-A
lifestyle center, totaling 544,175-sq.ft. in Bossier City, La. The
loan was transferred to special servicing on March 30, 2010, due
to imminent default and became REO on April 13, 2011. A $46.4
million ARA is in effect for this asset. The overall DSC for
the year-end 2009 was 0.95x and the reported overall occupancy was
82.2% as of July 31, 2010. Standard and Poor's expects a
substantial loss upon the eventual resolution of this asset.

The remaining 15 assets with the special servicer ($147.7 million;
5.6%) have individual balances less than $25.0 million and
individually represent less than 1.0% of the total pool balance.
"We estimated losses for 14 of these assets ($146.1 million, 5.6%)
to arrive at a weighted-average loss severity of 45.9%," S&P said.

                        Transaction Summary

As of the May 12, 2011, trustee remittance report, the transaction
had an aggregate trust balance of $2.63 billion (156 loans and 3
REO assets), compared with $3.0 billion (169 loans) at issuance.
KeyBank Real Estate Capital Markets, Inc., the master servicer,
provided financial information for 98.7% of the pool (by balance),
which was primarily full-year 2009 and full-year 2010 information.
There are four defeased loans in the pool ($75.4 million, 2.9%).
"We calculated a weighted-average DSC of 1.41x for the loans in
the pool based on the reported figures, which excludes the
defeased loans. Our adjusted DSC and LTV were 1.40x and 108.7%,
which exclude 15 ($269.2 million; 10.2%) of the transaction's 16
specially serviced assets ($270.8 million; 10.3%). The trust has
experienced five principal losses totaling $23.7 million. Thirty-
five loans ($370.7 million, 14.1%) are on the master servicer's
watchlist, including one of the top 10 loans. Fifteen loans
($276.9 million, 10.5%) have reported DSCs between 1.00x and
1.10x, and 27 loans ($344.9 million, 13.1%) have reported DSCs of
less than 1.00x," related S&P.

                       Summary of Top 10 Loans

The top 10 loans have an aggregate outstanding trust balance of
$1.1 billion (41.9%). "Using servicer-reported information, we
calculated a weighted-average DSC of 1.49x. Our adjusted DSC and
LTV figures for the top 10 loans were 1.45x and 108.4%. The
adjusted figures exclude one of the top 10 loans that is with the
special servicer. If we include the specially serviced loan, the
adjusted weighted average for the top 10 loans would be 1.39x,"
S&P said.

The Lowe's Tyson's Corner loan ($65.1 million; 2.5%), the largest
loan on the watchlist and eighth-largest loan in the pool, is
secured by two office properties in the Tysons Corner submarket of
northern Virginia, 13 miles from Washington, D.C. The loan appears
on the master servicer's watchlist due to a low reported DSC. For
year-end 2010, the reported DSC and occupancy were 1.07x and
66.3%.

Standard & Poor's stressed the loans in the pool according to its
criteria and the resultant credit enhancement levels are
consistent with its lowered and affirmed ratings.

Rating Lowered and Removed From CreditWatch Negative

Merrill Lynch Mortgage Trust 2005-CKI1
Commercial mortgage pass-through certificates

            Rating
Class    To        From              Credit enhancement (%)
A-2FL    A+ (sf)   AAA (sf)/Watch Neg                 34.15
A-4FL    A+ (sf)   AAA (sf)/Watch Neg                 34.15

Ratings Lowered

Merrill Lynch Mortgage Trust 2005-CKI1
Commercial mortgage pass-through certificates
            Rating
Class    To        From      Credit enhancement (%)
AM       A+ (sf)   AA- (sf)                   22.47
AJ       BBB-(sf)  A- (sf)                    13.56
B        BB (sf)   BBB+(sf)                   11.52
C        BB- (sf)  BBB (sf)                   10.49
D        B+(sf)    BBB- (sf)                   8.45
E        B (sf)    BB+ (sf)                    7.28
F        CCC+ (sf) BB- (sf)                    5.24
G        CCC-(sf)  B+ (sf)                     4.07
H        D (sf)    B (sf)                      2.75
J        D (sf)    CCC (sf)                    2.46

Ratings Withdrawn

Merrill Lynch Mortgage Trust 2005-CKI1
Commercial mortgage pass-through certificates
            Rating
Class    To       From
A-2      NR       AAA (sf)
A-2FL    NR       A+ (sf)

Ratings Affirmed

Merrill Lynch Mortgage Trust 2005-CKI1
Commercial mortgage pass-through certificates

Class     Rating   Credit enhancement (%)
A-3       AAA (sf)                  34.15
A-5       AAA (sf)                  34.15
A-SB      AAA (sf)                  34.15
A-6       AAA(sf)                   34.15
A-1A      AAA(sf)                   34.15
X         AAA (sf)                    N/A

N/A -- Not applicable.


MORGAN STANLEY: Fitch Issues Presale on 2011-C2 Ctfs
----------------------------------------------------
Fitch Ratings has issued a presale report on Morgan Stanley
Capital I Trust 2011-C2 commercial mortgage pass-through
certificates.

Fitch expects to rate the transaction and assign Loss Severity
(LS) ratings and Rating Outlooks:

   -- $66,953,000 class A-1 'AAAsf/LS1'; Outlook Stable;

   -- $363,549,000 class A-2 'AAAsf/LS1'; Outlook Stable;

   -- $89,030,000 class A-3 'AAAsf/LS1'; Outlook Stable;

   -- $439,489,000 class A-4 'AAAsf/LS1'; Outlook Stable;

   -- $959,021,000* class X-A 'AAAsf'; Outlook Stable;

   -- $45,524,000 class B 'AAsf/LS3'; Outlook Stable;

   -- $50,075,000 class C 'Asf/LS3'; Outlook Stable;

   -- $31,866,000 class D 'BBB+sf/LS4'; Outlook Stable;

   -- $50,076,000 class E 'BBB-sf/LS3'; Outlook Stable;

   -- $15,174,000 class F 'BB+sf/LS5'; Outlook Stable;

   -- $12,140,000 class G 'BBsf/LS5'; Outlook Stable;

   -- $15,174,000 class H 'B-sf/LS5'; Outlook Stable.

*Notional amount and interest only.

The expected ratings are based on information provided by the
issuer as of May 24, 2011. Fitch does not expect to rate the
$254,930,725 interest-only class X-B, or the $34,901,725 class J.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 52 loans secured by 64 commercial
properties having an aggregate principal balance of approximately
$1.21 billion as of the cutoff date. The loans were originated by
Morgan Stanley Mortgage Capital Holdings and Banc of America
National Association.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 80.4% of the properties
by balance, cash flow analysis of 79.5% of the pool and asset
summary reviews on 84.8% of the pool.

The transaction has a Fitch stressed debt service coverage ratio
(DSCR) of 1.20 times (x), a Fitch stressed loan-to value (LTV) of
93.5%, and a Fitch debt yield of 10.2%. Fitch's aggregate net cash
flow represents a variance of 6.2% to issuer cash flows.

The transaction is concentrated by loan size. The largest three
loans account for 35.6% of the pool, the largest 10 account for
62.7% of the pool, and the largest 15 account for 71.9%.

The Master Servicer and Special Servicer will be Bank of America
Merrill Lynch and Berkadia Commercial Mortgage LLC., rated 'CMS2+'
and 'CSS1-', respectively, by Fitch.


MORGAN STANLEY: Moody's Upgrades Ratings on ACES SPC 2005-1, A CSO
------------------------------------------------------------------
Moody's Investors Service did these rating actions on Morgan
Stanley Managed ACES SPC 2005-1, a collateralized debt obligation
transaction.

The CSO, issued in 2006, references a portfolio of corporate
bonds.

Issuer: Morgan Stanley Managed ACES SPC, Series 2005-1

   -- US$125,000,000 Junior Super Senior Secured Floating Rate
      Notes due 2013, Upgraded to Ba1; previously on Sep 28, 2010
      Upgraded to Ba2

   -- US$100,000,000 Class I-A Secured Floating Rate Notes due
      2013, Upgraded to Ba3; previously on Sep 28, 2010 Upgraded
      to B1

   -- US$96,000,000 Class II-A Secured Floating Rate Notes due
      2013, Upgraded to Caa2; previously on Feb 12, 2009
      Downgraded to Caa3

   -- EUR38,000,000 Class II-B Secured Floating Rate Notes due
      2013, Upgraded to Caa2; previously on Feb 12, 2009
      Downgraded to Caa3

   -- US$3,000,000 Class III-A Secured Fixed Rate Notes due 2013,
      Upgraded to Caa3; previously on Feb 12, 2009 Downgraded to
      Ca

   -- JPY500,000,000 Class III-B Secured Floating Rate Notes due
      2013, Upgraded to Caa3; previously on Feb 12, 2009
      Downgraded to Ca

   -- EUR20,000,000 Class III-C Secured Floating Rate Notes due
      2013, Upgraded to Caa3; previously on Feb 12, 2009
      Downgraded to Ca

   -- US$10,000,000 Class III-D Secured Floating Rate Notes due
      2013, Upgraded to Caa3; previously on Feb 12, 2009
      Downgraded to Ca

   -- JPY500,000,000 Class IV-A Secured Floating Rate Notes due
      2013, Upgraded to Caa3; previously on Feb 12, 2009
      Downgraded to Ca

   -- US$11,000,000 Class IV-B Secured Floating Rate Notes due
      2013, Upgraded to Caa3; previously on Feb 12, 2009
      Downgraded to Ca

RATINGS RATIONALE

Moody's rating actions are the result of the credit improvement of
the underlying portfolio, shortened time to maturity and the level
of credit enhancement remaining in the transaction.

Since the last rating review in June 2010, the 10-year weighted
average rating factor (WARF) of the portfolio improved from 1849
to 1714, equivalent to Ba3. There are 16 reference entities with a
negative outlook compared to 8 entities with a positive outlook
and three entities on watch for downgrade and two on watch for
upgrade.

Since inception, the portfolio has experienced eight credit
events. This results in a loss of subordination of approximately
3.79%.

The current remaining life of the transaction is 1.8 years.

Moody's rating action factors in a number of sensitivity analyses
and stress scenarios, discussed below. Results are given in terms
of the number of notches' difference versus the base case, where
higher notches correspond to lower expected losses, and vice-
versa:

* Market Implied Ratings ("MIRs") are modeled in place of the
  corporate fundamental ratings to derive the default probability
  of the reference entities in the portfolio. The gap between an
  MIR and a Moody's corporate fundamental rating is an indicator
  of the extent of the divergence in credit view between Moody's
  and the market. The result of this run is comparable to that of
  the base case

* Moody's reviews a scenario consisting of reducing the maturity
  of the CSO by 6 months, keeping all other parameters constant.
  The result of this run is on notch higher for to that of the
  base case.

* Moody's conducts a sensitivity analysis consisting of notching
  down by one the ratings of reference entities in the Banking,
  Finance, Insurance and Real Estate sectors. The result from this
  run is comparable to the one modeled under the base case.

* Removing the notch-down adjustment on ratings of all reference
  entities on negative outlook and/or on watch for downgrade
  generates a result that is comparable to the base case.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of rating committee
considerations. These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, and
specific documentation features. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, may influence the final rating decision.

The principal methodology used in these ratings was "Moody's
Approach to Corporate Collateralized Synthetic Obligations"
published in September 2009.

Moody's analysis for this transaction is based on CDOROM v2.8.

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

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

Moody's does not run a separate loss and cash flow analysis other
than the one already done by the CDOROM model. For a description
of the analysis, refer to the methodology and the CDOROM user's
guide on Moody's website.

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

The base case scenario modeled fits into the central macroeconomic
scenario predicted by Moody's of a sluggish recovery scenario in
the corporate universe. Should macroeconomics conditions evolve,
the CSO ratings will change to reflect the new economic
conditions.


MORGAN STANLEY: S&P Cuts Ratings on 5 Classes to 'D' on SHortfalls
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 15
classes of U.S. commercial mortgage-backed securities (CMBS) from
Morgan Stanley Capital I Trust 2005- IQ10 and removed the rating
on class A-3-1FL from CreditWatch negative. "In addition, we
affirmed our 'AAA (sf)' ratings on 10 other classes from the same
transaction," S&P related.

"Our rating actions follow our analysis of the transaction
primarily using our U.S. conduit/fusion CMBS criteria. Our
analysis included a review of the credit characteristics of all of
the remaining assets in the pool, the transaction structure, and
the liquidity available to the trust. The downgrades also reflect
the credit support erosion that we anticipate will occur upon the
eventual resolution of six ($61.2 million, 4.4%) of the seven
assets ($66.8 million, 4.8%) that are with the special servicer.
In addition, current and potential interest shortfalls primarily
due to appraisal subordinate entitlement reduction (ASER) amounts
and special servicing fees prompted us to lower our ratings on the
class K, L, M, N, and O certificates to 'D (sf)'," S&P explained.

"Using servicer-provided financial information, we calculated an
adjusted debt service coverage (DSC) of 1.43x and a loan-to-value
(LTV) ratio of 102.3%. We further stressed the assets' cash flows
under our 'AAA' scenario to yield a weighted average DSC of 0.96x
and an LTV ratio of 136.7%. The implied defaults and loss severity
under the 'AAA' scenario were 65.8% and 34.4%. The DSC and LTV
calculations we noted above exclude 74 cooperative apartment loans
($131.7 million, 9.5%) and six ($61.2 million, 4.4%) of the seven
assets ($66.8 million, 4.8%) that are with the special servicer.
We excluded the cooperative apartment loans from the DSC and LTV
calculations. We separately estimated losses for the six specially
serviced assets, which we included in our 'AAA' scenario-implied
default and loss severity figures," S&P continued.

As of the May 16, 2011, trustee remittance report, the trust
experienced monthly interest shortfalls totaling $138,255. The
shortfalls were primarily related to ASER amounts of $116,642,
special servicing and workout fees of $15,329, interest adjustment
of $1,027, under-collateralization shortfall of $5,787, and other
expenses of negative $560. The interest shortfalls have affected
all classes subordinate to and including class K. "Classes K, L,
M, N, and O have experienced interest shortfalls between two and
four months, and we anticipate that these shortfalls will continue
for the foreseeable future. As a result, we lowered the rating on
these classes to 'D (sf)'. We also lowered our ratings on the
class H and J certificates due to reduced liquidity support
available to these two classes," related S&P.

"The downgrade of the class A-3-1FL certificate to 'A+ (sf)'
reflects our application of our updated counterparty criteria for
structured finance transactions. Floating-rate interest payments
to the class are partially dependent upon the performance of the
credit support provider of the interest rate swap counterparty.
Morgan Stanley Capital Services Inc. is the swap counterparty and
Morgan Stanley (A/Negative/A-1) is the credit support provider. We
lowered the rating on class A-3-1FL to 'A+ (sf)', which is one
notch above our rating on the credit support provider based
primarily on our understanding that the derivative obligation
contains a counterparty replacement framework," S&P stated.

The affirmations of the ratings on the principal and interest
certificates reflect subordination levels and liquidity that is
consistent with the outstanding ratings. "We affirmed our rating
on the class X-1, X-2, and X-Y interest-only (IO) certificates
based on our current criteria," S&P added.

                       Credit Considerations

As of the May 16, 2011, trustee remittance report, seven assets
($66.8 million, 4.8%) in the pool were with the special servicer,
J.E. Robert Co. Inc (J.E. Robert). The payment status of these
assets is as follows: two ($36.2 million, 2.6%) are real estate
owned (REO), four ($25.0 million, 1.8%) are in foreclosure, and
one ($5.6 million, 0.4%) is 90-plus-days delinquent. Nine assets
($83.5 million, 6.0%) in the pool have appraisal reduction amounts
(ARA) in effect totaling $37.8 million, which includes three
assets ($21.7 million, 1.6%) that were modified and returned to
the master servicer. One of the top 10 loans is with the special
servicer is:

The Cortana Mall loan, the largest asset with the special servicer
and the 10th-largest asset in the pool, is secured by a 349,646-
sq.-ft. retail property in Baton Rouge, La. The loan has a total
exposure of $34.4 million, which consists of an outstanding
principal balance of $32.9 million (2.4%) and $1.5 million of
advancing and interest thereon. The underlying mortgage was
transferred to the special servicer on Aug. 21, 2009, due to
imminent monetary default and was foreclosed on Feb. 1, 2011. J.E.
Robert has retained a new manager and leasing agent for the
property. "An ARA of $16.1 million is in effect against this asset
and we expect a significant loss upon the eventual resolution this
asset," S&P added.

The remaining six specially serviced assets ($33.8 million, 2.5%)
individually represent less than 1.0% of the pool balance. ARAs
totaling $9.4 million were in effect against five of these assets.
"We estimated losses for five of these assets ranging from 30.0%
to 48.5%, with a weighted average loss severity of 46.5%. The
remaining loan, Colleyville Town Square ($5.6 million, 0.4%), was
modified on May 16, 2011, and will be returned to the master
servicer," S&P added.

                           Transaction Summary

As of the May 16, 2011, trustee remittance report, the aggregate
trust balance was $1.38 billion, which is 89.4% of the balance at
issuance. The trust includes 200 loans and two REO assets, down
from 210 loans at issuance. The master servicers, Berkadia
Commercial Mortgage LLC and NCB FSB, provided financial
information for 92.6% of the pool balance, all of which was either
full-year 2009, interim 2010, or full-year 2010 information.
Seventy-four loans ($131.7 million, 9.5%) are secured by
cooperative apartments.

"We calculated a weighted average DSC of 1.50x for the loans in
the pool based on the reported figures. Our adjusted DSC and LTV
were 1.43x and 102.3%, which exclude the 74 cooperative apartment
assets and six ($61.2 million, 4.4%) of the transaction's seven
assets ($66.8 million, 4.8%) with the special servicer," according
to S&P.

The trust has experienced a total of $5.8 million in principal
losses related to five loans. Forty-four loans ($200.0 million,
14.5%) are on the master servicers' watchlist. Sixty-five loans
($232.2 million, 16.8%) have a reported DSC below 1.10x, 45 of
which ($170.2 million, 12.3%) have a reported DSC of less than
1.00x.

                       Summary of Top 10 Loans

The top 10 loans and assets have an aggregate outstanding trust
balance of $694.9 million (50.3%). "Using servicer-reported
financial information, we calculated a weighted average DSC of
1.58x. Our adjusted DSC and LTV figures for the top 10 were 1.41x
and 102.7%. Our adjusted figures exclude the 10th-largest asset in
the pool, which we discussed in "Credit Considerations." The
fourth-largest asset is on the master servicer's watchlist," S&P
added.

The 69th Street Philadelphia loan ($61.2 million, 4.4%) is the
fourth-largest loan in the pool and is secured by a 665,531-sq.-
ft. retail property in Upper Darby, Pa. The loan appears on the
master servicer's watchlist due to a low reported DSC. As of Dec.
31, 2010, the reported DSC and occupancy were 0.94x and 72.1%.

Standard & Poor's stressed the assets in the pool according to its
criteria and the analysis is consistent with its lowered and
affirmed ratings.

Ratings Lowered and Removed From CreditWatch Negative

Morgan Stanley Capital I Trust 2005-IQ10
Commercial mortgage pass-through certificates
            Rating
Class    To         From           Credit enhancement (%)
A-3-1FL  A+ (sf)    AAA (sf)/Watch Neg              21.93

Ratings Lowered

Morgan Stanley Capital I Trust 2005-IQ10
Commercial mortgage pass-through certificates
            Rating
Class    To         From           Credit enhancement (%)
A-J      BBB+ (sf)  A- (sf)                         12.57
B        BBB- (sf)  BBB+ (sf)                       10.34
C        BB+ (sf)   BBB (sf)                         9.50
D        BB (sf)    BBB-(sf)                         7.68
E        BB- (sf)   BB+ (sf)                         6.70
F        B+ (sf)    BB (sf)                          5.31
G        B- (sf)    BB- (sf)                         4.47
H        CCC (sf)   B (sf)                           3.21
J        CCC- (sf)  B- (sf)                          2.93
K        D (sf)     CCC (sf)                         2.37
L        D (sf)     CCC- (sf)                        1.95
M        D (sf)     CCC- (sf)                        1.53
N        D (sf)     CCC- (sf)                        1.26
O        D (sf)     CCC- (sf)                        0.84

Ratings Affirmed

Morgan Stanley Capital I Trust 2005-IQ10
Commercial mortgage pass-through certificates

Class     Rating   Credit enhancement (%)
A-2       AAA (sf)                  21.93
A-3-1     AAA (sf)                  21.93
A-3-2     AAA (sf)                  21.93
A-AB      AAA (sf)                  21.93
A-4A      AAA (sf)                  31.69
A-4B      AAA (sf)                  21.93
A-1A      AAA (sf)                  21.93
X-1       AAA (sf)                    N/A
X-2       AAA (sf)                    N/A
X-Y       AAA (sf)                    N/A

N/A -- Not applicable.


N-STAR REAL: S&P Cuts Rating on Class E Notes From 'B-' to 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of notes issued by N-Star Real Estate CDO VII Ltd., a
collateralized debt obligation (CDO) transaction backed by
commercial mortgage-backed securities (CMBS). "At the same time,
we removed our ratings on the class A-1, A-2, C, D-FL, D-FX, and E
notes from CreditWatch with negative implications," S&P said.

"We placed our ratings on the class A-1 and A-2 notes on
CreditWatch negative on Jan. 18, 2011, in connection with the
implementation of our revised counterparty criteria (see 'Ratings
On 950 North America Structured Finance Tranches On Watch Neg
After Counterparty Criteria Update'). We placed the ratings on the
class C, D-FL, D-FX, and E notes on CreditWatch negative on March
1, 2011, due to deterioration in the credit quality of the
portfolio (see '133 U.S. CDO Ratings Placed On CreditWatch
Positive; 76 U.S. CDO Ratings Placed On CreditWatch Negative'),"
S&P continued.

"The downgrades mainly reflect a decline in the performance of the
collateral in the transaction's underlying asset portfolio, since
our Aug. 19, 2010, rating actions, when we downgraded the class A-
1 notes. As of the April 2011 trustee report, the transaction had
$110.056 million of defaulted assets. This was up from $18.026
million noted in the July 2010 trustee report, which we referenced
for our August 2010 rating actions," S&P related.

Rating and CreditWatch Actions

N-Star Real Estate CDO VII Ltd.
               Rating
Class       To          From
A-1         AA- (sf)    AA+ (sf)/Watch Neg
A-2         A- (sf)     AA (sf)/Watch Neg
A-3         BBB- (sf)   A+ (sf)
B           BB+ (sf)    A- (sf)
C           BB (sf)     BBB- (sf)/Watch Neg
D-FL        B (sf)      BB- (sf)/Watch Neg
D-FX        B (sf)      BB- (sf)/Watch Neg
E           CCC+ (sf)   B- (sf)/Watch Neg


N-STAR REAL: S&P Lowers Rating on Class D Notes to 'CCC+'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
D notes from N-Star Real Estate CDO II Ltd., an arbitrage CDO
transaction collateralized primarily by commercial mortgage backed
securities. "At the same time, we affirmed our ratings on the
class A-1, A-2A, A-2B, B-1, B-2, C-1, C-2A, and C-2B notes and
removed the ratings on the class A-1, A-2A, A-2B, B-1, and B-2
notes from CreditWatch with negative implications," S&P noted.

"The lowered rating on the class D notes reflects credit
deterioration in the underlying collateral since we last affirmed
the rating on this class on Aug. 25, 2010. Since that time, based
on data from trustee reports, the amount of defaulted assets and
assets rated in the 'CCC' range have both increased. According to
the April 22, 2011, trustee report, the transaction holds $21.28
million of defaulted securities and $33.87 million of assets rated
in the 'CCC' range. This compares with $14.00 million in defaulted
assets and $9.35 million rated in the 'CCC' range according to the
July 22, 2010, trustee report, which we used for our Aug. 25,
2010, rating affirmation on the class D notes," S&P continued.

"We placed our ratings on the class A-1, A-2A, A-2B, B-1, and B-2
notes on CreditWatch negative on Jan. 18, 2011, in connection with
the implementation of our revised counterparty criteria (see
'Ratings On 950 North America Structured Finance Tranches On Watch
Neg After Counterparty Criteria Update,' published Jan. 18,
2011)," S&P said.

"In our review, we generated cash flow analysis to assess the
credit support available to the notes without giving benefit to
the interest rate hedge agreement that the transaction has entered
into with a counterparty, stressing the CDO under various interest
rate scenarios in the absence of an interest rate hedge. In our
view, the cash flow analysis of the transaction showed that there
was no impact to the ratings assigned to the class A-1, A-2A, A-
2B, B-1, and B-2 notes under these stresses, leading to our
decision to affirm the current ratings on these notes and remove
them from CreditWatch negative," according to S&P.

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

"We will perform similar analyses for other CDO transactions with
ratings placed on CreditWatch negative in connection with the
implementation of our updated counterparty criteria. Generally, if
we find in our analysis that the assumed absence of the hedge
agreement would not affect the current ratings assigned to the
notes, we will affirm them and remove them from CreditWatch
negative. However, if there is an impact, we will review the
counterparty-related documents in the transaction for compliance
with our updated counterparty criteria and take actions on the
ratings as we deem appropriate," S&P added.

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

N-Star Real Estate CDO II Ltd.
Class               Rating
                To            From
A-1             AAA (sf)      AAA (sf)/Watch Neg
A-2A            AAA (sf)      AAA (sf)/Watch Neg
A-2B            AAA (sf)      AAA (sf)/Watch Neg
B-1             AA+ (sf)      AA+ (sf)/Watch Neg
B-2             AA (sf)       AA (sf)/Watch Neg
D               CCC+ (sf)     B+ (sf)

Ratings Affirmed

N-Star Real Estate CDO II Ltd.
Class           Rating
C-1             A (sf)
C-2A            BBB- (sf)
C-2B            BBB- (sf)


N-STAR REAL: S&P Lowers Rating on Class F Notes to 'CCC-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
notes from N-Star Real Estate CDO V Ltd., a collateralized debt
obligation (CDO) transaction backed by commercial mortgage-backed
securities (CMBS) that is managed by NS Advisors LLC. "At the same
time, we removed the ratings from CreditWatch, where we had placed
them with negative implications on March 3, 2011, due to
deterioration in the credit quality of the underlying assets," S&P
related.

"The downgrades reflect a decline in the overall credit support
available to the rated notes since we last downgraded the class A-
2 note in August 2010," S&P continued.

According to the April 2011 monthly report, the transaction's
defaults have increased to $78.29 million from $61.17 million as
of July 2010. In addition, for the purpose of calculating the
overcollateralization (O/C) ratios, the trustee 'haircuts'-- or
reduces -- a portion of the numerator if the underlying assets
with ratings lower than 'B+' and 'CCC+' exceed their limits as
specified in the transaction's indenture. The total haircut
calculated by the trustee increased to $78.81 million in April
2011 from $71 million in July 2010, pointing to a decline in the
credit quality of the underlying assets.

As a result, the O/C ratios declined for all classes, and the
class F O/C ratio test is currently failing:

    * The class A/B O/C ratio was 112.90% in April 2011, compared
      with 119.17% in July 2010;

    * The class C O/C ratio was 108.23%, compared with 114.33%;

    * The class D O/C ratio was 104.60%, compared with 110.56%;

    * The class E O/C ratio was 103.46%, compared with 109.37%;
      And

    * The class F O/C ratio was 100.66%, compared with 106.46%.
      The minimum requirement is 101.80%

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 and CreditWatch Actions

N-Star Real Estate CDO V Ltd.
              Rating
Class     To           From
A-1       BBB (sf)     A+ (sf)/Watch Neg
A-2       BB+ (sf)     A- (sf)/Watch Neg
B         B+ (sf)      BBB (sf)/Watch Neg
C         B- (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

Transaction Information

Issuer:              N-Star Real Estate CDO V Ltd.
Co-Issuer:           N-Star Real Estate CDO V Corp.
Collateral manager:  NS Advisors LLC
Trustee:             Bank of America N.A.
Transaction type:    Cash flow CDO of CMBS


NAVY NORTHEAST: Moody's Affirms Ba1 Rating on Refunding Bonds
-------------------------------------------------------------
Moody's Investors Service has affirmed Ba1 rating on Northeast
Housing LLC's $284 million outstanding Taxable Military Housing
Revenue Refunding Bonds, Series 2007 Class I, and has downgraded
to B1 from Ba3 the rating on $71 million on Series 2007 Class II
bonds.

- Series 2007 A-1 (Class I) in the amount of $259 million,
  affirmed at Ba1;

- Series 2007 A-2 (Class I) in the amount of $25 million, affirmed
  at Ba1; and

- Series 2007 B (Class II) in the amount $71 million, downgraded
  to B1 from Ba3.

This rating action is based on the continued weak financial
performance of the project primarily due to low occupancy. The
project faces pressures going forward from decreases in its Basic
Allowance for Housing and rising debt service as the bonds begin
to amortize in 2011. The project's debt service reserve fund is
funded by a surety bond provided by Ambac Assurance Corporation
(unrated by Moody's).

CREDIT STRENGTHS:

* All units of new construction and renovation have been delivered
  and completed by the end of the initial development period in
  October 2010.

* Balfour Beatty, as developer and property manager, has
  significant experience in privatized military housing, which is
  further enhanced by their actual presence and active management
  of the property over the past several years.

CREDIT CHALLENGES

* Financial performance of the project has weakened due to high
  vacancy rates and declining interest earnings for 2010. Based on
  year-end financial statements for 2010, debt service coverage
  was approximately 1.33x on the 2007A (Class I Bonds) and 1.06x
  on the 2007B (Class II Bonds). These debt service coverage
  figures incorporate expenses (incentive management fees, asset
  management fees) as part of the expenses due to the program.
  Management's calculation of debt service coverage as reflected
  in their Twelve Month DSCR Compliance Certificate does not
  incorporate these expenses and show 1.44x and 1.15x on the Class
  I and Class II bonds respectively. Debt service on both classes
  of bonds will increase in 2011 after the interest-only period
  ends and the bonds begin to amortize.

* The weighted average occupancy rate for the 7 bases making up
  the Navy Northeast Region averaged 84% for 2010. The lower than
  expected occupancy rate was driven by weak demand at Naval
  Station Newport, which represents 22% of end-state units.
  Occupancy averaged 71% for 2010. Naval Station Newport has had
  difficulty increasing occupancy due to soft market conditions in
  the local real estate market.

* The project received an overall decrease in the basic allowance
  for housing of -2.20% for 2011.

* The debt service reserve fund is funded by a surety bond from
  Ambac which is unrated by Moody's. In the event of rental income
  shortfall and insufficient moneys in operating reserve accounts,
  bondholders would rely on the credit strength of Ambac for debt
  service payment.

Outlook

The outlook is negative due to occupancy rates significantly lower
than anticipated, which has impacted the financial performance of
the project. The decrease in net operating income over the past
year, together with the absence of a debt service reserve fund,
increases the project's vulnerability to short-term operating
risks.

WHAT COULD CHANGE THE RATING UP

- Improvement of financial performance and achievement of high
  occupancy levels for several reporting periods.

- Cash funding of debt service reserve fund, replacement of the
  surety provider or an upgrade of the current surety bond
  provider while maintaining strong financial performance.

WHAT COULD CHANGE THE RATING DOWN

- Significant decline in BAH or continued stressed occupancy
  levels that result in a decline in debt service coverage.

- Downsizing or closure of any of the seven naval installations
  that support the housing units.

Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources. However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.

The date on which some Credit Ratings were first released goes
back to a time before Moody's Investors Service's Credit Ratings
were fully digitized and accurate data may not be available.
Consequently, Moody's Investors Service provides a date that it
believes is the most reliable and accurate based on the
information that is available to it.


PALISADES CDO: S&P Affirms Ratings on Five Tranches at 'CC'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on all
tranches from Palisades CDO Ltd., a mezzanine structured finance
(SF) collateralized debt obligation (CDO) of asset-backed
securities (ABS) transaction backed substantially by residential
mortgage-backed securities (RMBS) initially rated 'A' or 'BBB'.
"At the same time, we removed our ratings on the class A-1A, A-1B,
and A-2 notes from CreditWatch negative," S&P said.

"The affirmation of our ratings on all classes and the removal of
the class A-1A, A-1B, and A-2 ratings from CreditWatch reflect the
availability of credit support at the current rating levels," S&P
noted.

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 and CreditWatch Actions

Palisades CDO Ltd.
                Rating
Class       To          From
A-1A        BB (sf)     BB (sf)/Watch Neg
A-1B        BB (sf)     BB (sf)/Watch Neg
A-2         CCC- (sf)   CCC- (sf)/Watch Neg

Ratings Affirmed

Palisades CDO Ltd.

Class       Rating
B-1         CC (sf)
B-2         CC (sf)
C-1         CC (sf)
C-2         CC (sf)
Type II     CC (sf)


PREFERREDPLUS TRUST: S&P Puts 'BB-' Ratings on 2 Classes on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' ratings on
PreferredPLUS Trust Series ELP-1's $40.754 million class A and B
trust certificates on CreditWatch with positive implications.

"Our ratings on the trust certificates are dependent on our rating
on the underlying security, El Paso Corp.'s 7.75% medium-term
notes due Jan. 15, 2032 ('BB-/Watch Pos')," S&P explained.

"The  rating actions follow our May 25, 2011, placement of our
'BB-' rating on the underlying security on CreditWatch with
positive implications. We may take subsequent rating actions on
the trust certificates due to changes in our rating assigned to
the underlying security," S&P added.


PUTNAM STRUCTURED: S&P Affirms Ratings on 2 Classes at'CCC-'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A-1MM-A, A-1MM-B, A-1SS, A-2, B, C-1, and C-2 notes issued
by Putnam Structured Product CDO 2001-1 Ltd., a collateralized
debt obligation (CDO) transaction collateralized primarily by
residential mortgage-backed securities (RMBS) and real estate
investment trust (REIT) bonds. "At the same time, we removed our
ratings on the class A-1MM-A, A-1MM-B, and A-1SS notes from
CreditWatch with negative implications. We also withdrew our
short-term ratings on the class A-1MM-A and A-1MM-B notes," S&P
said.

"We placed our ratings on the class A-1MM-A, A-1MM-B, and A-1SS
notes on CreditWatch negative on Jan. 18, 2011, in connection with
the implementation of our revised counterparty criteria (see
'Ratings On 950 North America Structured Finance Tranches On Watch
Neg After Counterparty Criteria Update,' published Jan. 18, 2011).
The affirmations and removal of the class A-1MM-A, A-1MM-B, and A-
1SS ratings from CreditWatch reflect the updated counterparty
criteria," S&P noted.

"In our review, we generated a cash flow analysis to assess the
credit support available to the notes without giving benefit to
the interest rate hedge agreement that the transaction has entered
into with a counterparty, stressing the CDO under various interest
rate scenarios in the absence of an interest rate hedge. In our
view, the cash flow analysis of the transaction showed that
the ratings assigned to the notes were not affected under these
stresses, which led us to affirm the current ratings assigned to
the notes and to remove the ratings on the class A-1MM-A, A-1MM-B,
and A-1SS notes from CreditWatch negative," S&P continued.

According to S&P, "We withdrew our short-term ratings on the class
A-1MM-A and A-1MM-B notes because the remarketing agreement
associated with the short-term ratings has been terminated
according to the trustee."

"We will perform similar analyses for other CDO transactions with
ratings placed on CreditWatch negative in connection with the
implementation of our updated counterparty criteria. Generally, if
we find in our analysis that the assumed absence of the hedge
agreement would not affect the current ratings assigned to the
notes, we will affirm them and remove them from CreditWatch
negative. However, if there is an impact, we will review the
counterparty-related documents in the transaction for compliance
with our updated counterparty criteria and take actions on the
ratings as we deem appropriate," S&P added.

Rating and CreditWatch Actions

Putnam Structured Product CDO 2001-1 Ltd.

                              Rating
Class           To             From
A-1MM-A         AA (sf)/NR     AA (sf)/A-1 (sf)/Watch Neg
A-1MM-B         AA (sf)/NR     AA (sf)/A-1 (sf)/Watch Neg
A-1SS           AA (sf)        AA (sf)/Watch Neg

Ratings Affirmed

Putnam Structured Product CDO 2001-1 Ltd.
Class           Rating
A-2             A (sf)
B               B+ (sf)
C-1             CCC- (sf)
C-2             CCC- (sf)

NR -- Not rated.


SACO I INC: Moody's Downgrades $10 Million Scratch & Dent RMBS
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 10
tranches from 2 RMBS transactions. The collateral backing these
deals primarily consists of first-lien, fixed and adjustable rate
"scratch and dent" residential mortgages.

Scratch and Dent deals are classified outside of Moody's primary
categorizations (Prime Jumbo, Subprime, Option ARMs and Alt-A) for
a number of reasons. The pools may include mortgages that have
been originated outside an originator's program guidelines in some
way, or mortgages where borrowers missed payments in the past.
These pools may also include loans with document defects at
origination that were since rectified. Due to the varied content
of Scratch and Dent mortgage pools, which can range from seasoned
prime-like loans to non-prime loans that were seriously delinquent
at the time of securitization, credit quality of these pools
varies considerably.

RATINGS RATIONALE

The actions are a result of deteriorating performance of Scratch
and Dent pools under stressed housing and macroeconomic
conditions. The actions reflect Moody's updated loss expectations
on Scratch and Dent pools.

The principal methodology used in these ratings is described in
the Monitoring and Performance Review section in "Moody's Approach
to Rating US Residential Mortgage-Backed Securities" published in
December 2008. Other methodologies used include "US RMBS
Surveillance Methodology for Scratch and Dent" published in May
2011, which accounts for the deteriorating performance and
outlook.

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.

The approach "US RMBS Surveillance Methodology for Scratch and
Dent" 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 ranging from 3% for
prime-like loans to 11% for non-prime loans in Scratch and Dent
pools.. 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
near-prime Scratch and Dent pool with 74 loans , the adjusted rate
of new delinquency would be 3.03%. 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 is multiplied by a factor ranging from 0.75 to 2.50 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.

Issuer: SACO I Inc. Mortgage Pass-Through Certificates, Series
2000-1

   -- Cl. 1-B-2, Downgraded to B2 (sf); previously on Jan 31, 2000
      Assigned A2 (sf)

   -- Cl. 1-B-3, Downgraded to Ca (sf); previously on Nov 18, 2010
      Ba1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. 1-B-4, Downgraded to C (sf); previously on May 12, 2009
      Downgraded to Ca (sf)

   -- Cl. 1-B-5, Downgraded to C (sf); previously on May 12, 2009
      Downgraded to Ca (sf)

   -- Cl. 2-B-2, Downgraded to B2 (sf); previously on Jan 31, 2000
      Assigned A2 (sf)

   -- Cl. 2-B-3, Downgraded to Ca (sf); previously on May 12, 2009
      Downgraded to B3 (sf)

   -- Cl. 2-B-4, Downgraded to C (sf); previously on May 12, 2009
      Downgraded to Ca (sf)

   -- Cl. 2-B-5, Downgraded to C (sf); previously on May 12, 2009
      Downgraded to Ca (sf)

Issuer: SACO I Inc. Series 1999-3

   -- 1-B-2, Downgraded to Baa3 (sf); previously on May 14, 1999
      Assigned A2 (sf)

   -- 1-B-3, Downgraded to Ca (sf); previously on May 14, 1999
      Assigned Baa2 (sf)


SATURNS TRUST: S&P Lowers Rating on $60.2 MM Units to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on SATURNS
Trust No. 2003-1's $60.192 million units to 'B+' from 'BB-'.

"Our rating on the units is dependent on our rating on the
underlying security, Sears Roebuck Acceptance Corp.'s 7.00% notes
due June 1, 2032 ('B+')," S&P said.

"The rating action follows our May 24, 2011, lowering of our
rating on the underlying security to 'B+' from 'BB-'. We may take
subsequent rating actions on the units due to changes in our
rating assigned to the underlying security," S&P added.


STRUCTURED ASSET: Moody's Withdraws Ratings on SAMI 1998-02
-----------------------------------------------------------
Moody's has withdrawn the ratings of 10 bonds issued by Structured
Asset Mortgage Investments Inc 1998-02. This transaction is backed
mainly by underlying bonds that are collateralized by pools of
mortgage loans with pool factors less than 5% and containing fewer
than 40 loans.

Issuer: Structured Asset Mortgage Investments Inc 1998-02

   -- Cl. A-5, Withdrawn (sf); previously on Dec 29, 2009 Aaa (sf)
      Placed Under Review for Possible Downgrade

   -- B, Withdrawn (sf); previously on Dec 29, 2009 Aa2 (sf)
      Placed Under Review for Possible Downgrade

   -- C, Withdrawn (sf); previously on Dec 29, 2009 Downgraded to
      A2 (sf) and Placed Under Review for Possible Downgrade

   -- D, Withdrawn (sf); previously on Dec 29, 2009 Downgraded to
      Ba1 (sf) and Placed Under Review for Possible Downgrade

   -- E, Withdrawn (sf); previously on Dec 29, 2009 Downgraded to
      Ba3 (sf) and Placed Under Review for Possible Downgrade

   -- F, Withdrawn (sf); previously on Dec 29, 2009 Downgraded to
      Caa1 (sf) and Placed Under Review for Possible Downgrade

   -- G, Withdrawn (sf); previously on Dec 29, 2009 Downgraded to
      C (sf)

   -- H, Withdrawn (sf); previously on Dec 29, 2009 Downgraded to
      C (sf)

   -- PO, Withdrawn (sf); previously on Dec 29, 2009 Downgraded to
      C (sf)

   -- X, Withdrawn (sf); previously on Dec 29, 2009 Downgraded to
      C (sf)

RATINGS RATIONALE

Moody's Investors Service has withdrawn the credit ratings
pursuant to published credit rating methodologies that allow for
the withdrawal of the credit rating if the size of the pool
outstanding at the time of the withdrawal has fallen below a
specified level.

Moody's current RMBS surveillance methodologies apply to pools
with at least 40 loans or a pool factor of greater than 5%. As a
result, Moody's may withdraw its rating when the pool factor drops
below 5% and the number of loans in the pool declines to 40 loans
or lower unless specific structural features allow for a
monitoring of the transaction (such as a credit enhancement
floor).

Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources. However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.

The date on which some Credit Ratings were first released goes
back to a time before Moody's Investors Service's Credit Ratings
were fully digitized and accurate data may not be available.
Consequently, Moody's Investors Service provides a date that it
believes is the most reliable and accurate based on the
information that is available to it.


TRICADIA CDO: Moody's Upgrades Ratings of Four Classes of Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of four classes
of notes issued by Tricadia CDO 2003-1. The classes of notes
affected by these rating actions are:

   -- US$76,500,000 Class A-1LA Floating Rate Notes Due February
      2016 (current balance: 33,033,803) , Upgraded to Ba1 (sf);
      previously on December 16, 2009 Downgraded to B2 (sf)

   -- US$8,500,000 Class A-1LB Floating Rate Notes Due February
      2016, Upgraded to B3 (sf); previously on December 16, 2009
      Downgraded to Caa3 (sf)

   -- US$85,000,000 Class A-2L Floating Rate Notes Due February
      2016 (current balance: 41,533,803), Upgraded to Ba3 (sf);
      previously on December 16, 2009 Downgraded to Caa1 (sf)

   -- US$35,000,000 Class A-3L Floating Rate Notes Due February
      2016, Upgraded to Caa3 (sf); previously on December 16, 2009
      Downgraded to Ca (sf)

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes result
primarily from the improvement in the credit quality of the
portfolio.

The deal has benefited from improvement in the credit quality of
the underlying portfolio since the last rating action in December
2009. Based on the April 2011 trustee report, the weighted average
rating factor is 3348 compared to 3922 in the November 2009
report. The transaction also experienced a decrease in the number
of defaults. In particular, the dollar amount of securities in
default has decreased to about $16.4 million from approximately
$38.7 million in November 2009. In 2010 and 2011 over 50% of the
underlying CLO securities have been upgraded.

As of the latest trustee report in April 2011, the Senior Class A,
Class A and Class B overcollateralization ratios improved and are
reported at 123.6%, 112.2%, 99.91% versus November 2009 levels of
98.6%, 90% and 80.94% respectively. Currently only the Class B OC
test is failing resulting in diverted interest proceeds to the
payment of the principal on the Class A-1LA and A-2L notes.

Tricadia CDO 2003-1 is a collateralized debt obligation backed
primarily by a portfolio of CLOs.

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: 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 factors in a number of sensitivity analyses
and stress scenarios, discussed below. 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 Caa1 bucket notched down to Caa3:

Class A-1LA: 0

Class A-1LB: -1

Class A-2L: 0

Class A-3L: 0

Class A-4L: 0

Class B-1L: 0

Moody's Caa1 bucket notched up to B2:

Class A-1LA: 0

Class A-1LB: 0

Class A-2L: +1

Class A-3L: +1

Class A-4L: 0

Class B-1L: 0


* Fitch Downgrades 23 Bonds in 14 U.S. CMBS Transactions
--------------------------------------------------------
Fitch Ratings has downgraded 23 bonds in 14 U.S. commercial
mortgage-backed securities (CMBS) transactions to 'D', as the
bonds have incurred a principal write-down. The bonds were all
previously rated 'CCC', 'CC', or 'C', which indicates that Fitch
expected a default.

The action is limited to just the bonds with write-downs. The
remaining bonds in these transactions have not been analyzed as
part of this review. Fitch downgrades bonds to 'D' as part of the
ongoing surveillance process and will continue to monitor these
transactions for additional defaults.

The spreadsheet also details Fitch's Recovery Ratings (RRs)
assigned to the transactions. The RR scale is based upon the
expected relative recovery characteristics of an obligation. For
structured finance, RRs are designed to estimate recoveries on a
forward-looking basis while taking into account the time value of
money.


* Fitch Ratings Takes Various Rating Actions on 29 SF CDOs
----------------------------------------------------------
Fitch Ratings has withdrawn the rating of one class, downgraded
six classes, and affirmed 103 classes from 29 cash flow structured
finance collateralized debt obligations (SF CDOs) with exposure to
various structured finance assets.

This review was conducted under the framework described in the
reports 'Global Structured Finance Rating Criteria' and 'Global
Rating Criteria for Structured Finance CDOs'. None of the reviewed
transactions have been analyzed within a cash flow model
framework, as the impact of structural features and excess spread,
or conversely, principal proceeds being used to pay CDO
liabilities and hedge payments, was determined to be minimal in
the context of these CDO ratings.

For transactions where expected losses from distressed and
defaulted assets in the portfolio (rated 'CCsf' and lower) already
significantly exceed the credit enhancement (CE) level of the most
senior class of notes, Fitch believes that the probability of
default for all classes of notes can be evaluated without
factoring potential further losses from the remaining portion of
the portfolios. Therefore these transactions were not modeled
using the Structured Finance Portfolio Credit Model (SF PCM).

For four transactions where expected losses from distressed assets
did not significantly exceed the credit enhancement level of the
senior class of notes, Fitch used SF PCM to project future losses
from the transaction's entire portfolio and compared credit
enhancement of the classes to those loss rates.

Exceptions to the described analysis are the ratings of the
Certificates of Blue Heron Funding V, Ltd. (Blue Heron V), Blue
Heron Funding VII, Ltd. (Blue Heron VII), and Blue Heron Funding
IX, Ltd. (Blue Heron IX), which are affirmed at 'AAAsf' and
assigned a Stable Outlook. The principal of the Blue Heron V
Certificates is protected by a zero coupon treasury strip. The
Certificates of Blue Heron VII and Blue Heron IX are principal
protected by certificate protection assets (CPAs), which are zero
coupon bonds, that were issued by Resolution Funding Corporation,
a U.S. government backed agency. As per the terms of the
transactions, no party to the transaction other than the
Certificate holders have claim against these treasury strip or
CPAs, as applicable. The Stable Outlook reflects Fitch's outlook
on the United States of America.

The three classes affirmed at 'CCCsf' are classes that have CE
levels comparable to the 'CCC' rating loss rates projected by SF
PCM for their respective portfolios. The portfolios are generating
excess spread, which is being used to amortize the notes in
addition to principal collections. However, the amounts are
marginal and would not increase CE levels sufficiently to
withstand SF PCM loss rates for a higher rating level. Therefore
Fitch did not perform cash flow model analysis for these
transactions.

The six classes affirmed at 'CCsf' have sufficient credit
enhancement to withstand the expected losses from distressed and
defaulted assets in the portfolio, but are not expected to be able
to absorb SF PCM projected 'CCC' rating loss rates. Fitch believes
default continues to appear probable for these classes at or prior
to maturity.

The three classes downgraded to 'Csf' and 80 classes affirmed at
'Csf' are notes whose CE levels are significantly below their
portfolio's expected loss amounts from distressed and defaulted
assets. Due to the extent of distress in these portfolios, Fitch
believes default continues to appear inevitable for these classes.

The three classes downgraded to 'Dsf' and 11 classes affirmed at
'Dsf' are classes rated to the timely receipt of interest that
have and are expected to continue to experience interest payment
default.

The rating of the class A-R notes from ACA ABS 2003-1, Ltd. is
withdrawn because a Note Exchange Event occurred, whereby the
outstanding A-R notes were exchanged for A-T notes.

Fitch does not assign Rating Outlooks and Loss Severity (LS)
ratings to classes rated in the 'CCC' and lower categories. LS
ratings are not applicable to the Certificates of the three Blue
Heron transactions because the ratings are not dependent on the
underlying portfolios of those transactions.


* Fitch Takes Various Rating Actions on RMAC Transactions
---------------------------------------------------------
Fitch Ratings has affirmed 74 tranches, upgraded two tranches, and
revised Rating Outlooks on 26 tranches from 12 UK non-conforming
RMBS transactions, comprising loans originated by GMAC-RFC
Limited. In addition, Fitch has removed all four tranches of RMAC
2004-NSP2 from Rating Watch Negative and assigned them Stable
Outlooks. This transaction is the only transaction of the 12 that
received an AMBAC guarantee at deal inception.

The performance of the underlying assets in the 11 RMAC
transactions (without any guarantee at deal inception) has
remained stable over the past year, which has resulted in the
affirmation of ratings on the majority of the notes. Fitch
believes that the stable performance is driven by the sustained
low interest rate environment, which has led to an improvement in
borrower affordability.

The volume of loans in arrears by more than three months has
remained stable over the past year, ranging from 17.73% (RMAC
2004-NSP4) to 23.35% (RMAC 2007-1), as of March 2011. Period
repossessions and the volume of unsold repossessions for each
transaction remain low, ranging between 0.39% (for RMAC 2004-NS3)
and 1.12% of the outstanding collateral balance (for RMAC 2005-2).
Both of these factors have assisted each transaction in coping
well with any losses experienced over the last year. Furthermore
the low level of outstanding unsold repossessions should help
limit losses in the near future.

All of the transaction structures include pro rata amortisation
triggers; however, as they are currently being breached, note
amortisation is expected to remain sequential over the upcoming
periods. Consequently, the credit support levels for the rated
notes are expected to increase, albeit at a moderate rate given
the current low prepayment rates across UK non-conforming RMBS
transactions. Based on collateral performance and gradually
increasing credit enhancement levels Fitch has revised prior
Negative Outlooks to Stable on the junior and mezzanine tranches.

The B1a and B1b tranches of RMAC 2007-NS1 were upgraded to 'CCCsf'
from 'CCsf'. This reflects the improved performance that has seen
the turnaround from a fully depleted reserve fund and positive
class PDL balance in September 2009, to a reserve fund that is now
at its target level. In Fitch's view, the reserve funds of each
transaction are expected to remain at or build towards their
target levels in the upcoming payment dates.

The removal of the four tranches of RMAC 2004-NSP2 from Rating
Watch Negative follows confirmation that AMBAC has continued to
make currency swap payments on each interest payment date, and
therefore continues to meet its obligations as currency swap
provider. Since its placement on Rating Watch Negative in December
2010, the performance of this transaction has been stable.


* S&P Lowers Ratings on 248 Classes from 48 RMBS Prime Jumbo Deals
------------------------------------------------------------------
Standard & Poor's Ratings Services owered its ratings on 248
classes from 48 U.S. residential mortgage-backed securities (RMBS)
transactions backed by prime jumbo mortgage loans issued in 2002-
2004. "In addition, we affirmed our ratings on 298 classes
from 42 of the transactions with downgraded classes and four
additional transactions. We also withdrew our ratings on 18
interest-only classes and three additional classes from 10
transactions," S&P said.

"The downgrades reflect our opinion that projected credit
enhancement for the affected classes is insufficient to maintain
the previous ratings, given our current projected losses," S&P
stated.

"The affirmations reflect our belief that the amount of projected
credit enhancement available for these classes is sufficient to
cover projected losses associated with these rating levels," noted
S&P.

"We withdrew our ratings on 18 interest-only (IO) classes based on
our criteria for IO classes, in which a rating of an IO class is
withdrawn as a result of the referenced class being lowered below
the applicable rating threshold. We withdrew our ratings on three
additional classes because they have received their full amount of
scheduled principal and currently have a zero balance," S&P
continued.

"To assess the creditworthiness of each class, we review the
transaction's ability to withstand additional credit deterioration
and the effect that projected losses will have on each class. In
order to maintain a 'B' rating on a class, we assess whether the
class can withstand the additional base-case loss assumptions we
use in our analysis. To maintain an 'AAA' rating, we assess
whether the class can withstand approximately 235% of our
additional base-case loss assumptions, subject to individual caps
and qualitative factors applied to specific transactions. To
maintain a rating in categories between 'B' (the base case) and
'AAA', we assess whether the class can withstand losses exceeding
the additional base-case assumption at a percentage specific to
each rating category, up to 235% for a 'AAA' rating. For example,
we would assess whether one class could withstand approximately
130% of our base-case loss assumptions to maintain a 'BB' rating,
while we would assess whether a different class could withstand
approximately 155% of our base-case loss assumptions to maintain a
'BBB' rating," S&P further noted.

Subordination provides credit support for the affected
transactions. The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. prime jumbo mortgage loans
secured by first liens on one- to four-family residential
properties.

The complete rating list is accessible for free at:

     http://bankrupt.com/misc/S&P_RMBS_Ratings_52711.pdf

                           *********

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
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Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
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Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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