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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, December 13, 2009, Vol. 13, No. 344

                            Headlines



BEAR STEARNS: S&P Downgrades Ratings on 11 2006-PWR12 Securities
BEAR STEARNS: S&P Junks Rating on Class A 2005-10 Notes From 'BBB'
BREITHORN ABS: Fitch Downgrades Ratings on Two Classes of Notes
C-BASS CBO: Fitch Downgrades Ratings on Five Classes of Notes
CAPITAL ONE: Moody's Upgrades Ratings on Class B 2006-1 Tranche

COAST INVESTMENT: Fitch Downgrades Ratings on Four 2002-1 Notes
CRYSTAL RIVER: S&P Downgrades Ratings on Three 2005-1 Tranches
CWABS INC: Moody's Confirms Ratings on Two Series 2004-S1 Tranches
DYNASTY SYNTHETIC: Moody's Reviews Ratings on 2006-33 Notes
G-FORCE CDO: High Interest Shortfalls Cue Fitch's Rating Actions

GE COMMERCIAL: S&P Downgrades Ratings on 15 2006-C1 Securities
GMAC COMMERCIAL: Fitch Takes Rating Actions on All 2005-C1 Certs.
GS MORTGAGE: S&P Downgrades Ratings on 10 2006-RR2 Securities
GUAM WATERWORKS: Moody's Affirms 'Ba2' Rating on 2005 Bonds
GUITAR CENTER: Moody's Gives Negative Outlook; Keeps 'Caa1' Rating

HARTFORD MEZZANINE: Fitch Downgrades Ratings on All 2007-1 Notes
IRVINGTON SCDO: S&P Downgrades Ratings on Two 2004-1 Notes
JPMORGAN CHASE: S&P Downgrades Ratings on 15 2006-CIBC16 Certs.
LB-UBS COMMERCIAL: S&P Downgrades Ratings on 19 2006-C4 Securities
LB-UBS COMMERCIAL: S&P Downgrades Ratings on Four 2005-C7 Certs.

LNR CDO: Fitch Downgrades Ratings on 12 Classes of Notes
LNR CDO: Moody's Downgrades Ratings on 12 Classes of Notes
LNR CDO: S&P Downgrades Ratings on 12 Classes of 2007-1 Notes
MORGAN STANLEY: Fitch Takes Rating Actions on Six 2005-HQ5 Certs.
MORGAN STANLEY: Moody's Reviews Ratings on Two Classes of Notes

NEWCASTLE CDO: Fitch Takes Rating Actions on Various Classes
NEWCASTLE CDO: Loss Expectation Cues Fitch's Rating Actions
NOMURA CBO: Fitch Downgrades Ratings on Various 1997-2 Notes
PINNACLE FOODS: Moody's Confirms Corporate Family Rating at 'B3'
PPLUS TRUST: S&P Downgrades Ratings on $30.55 Mil. Certs. to 'BB-'

PPLUS TRUST: S&P Downgrades Ratings on $35 Mil. Certs. to 'BB-'
PREFERREDPLUS TRUST: S&P Cuts Rating on $31 Mil. Certs. to 'BB-'
PREFERREDPLUS TRUST: S&P Cuts Rating on LMG-1 Certs. to 'BB-'
RADIAN ASSET: S&P Downgrades Ratings on Four Notes to 'BB'
RHODE ISLAND HEALTH: S&P Downgrades Rating on 1999 Bonds to 'BB'

SPGS SPC: S&P Downgrades Rating on 2006-I Synthetic Notes to 'D'
STARTS LTD: S&P Withdraws 'CCC-' Rating on 2007-8 Notes
SUTTER CBO: Fitch Downgrades Ratings on 1998-1 Notes
TIAA SEASONED: S&P Downgrades Ratings on 16 2007-C4 Securities
VALHALLA CLO: Moody's Downgrades Ratings on Various Classes

WACHOVIA BANK: S&P Downgrades Ratings on 17 2006-C24 Securities
WACHOVIA BANK: S&P Downgrades Ratings on 2007-WHALE8 Certificates

* S&P Downgrades Ratings on 23 Classes From 22 RMBS Transactions
* S&P Downgrades Ratings on 37 Tranches From Eight CLO Deals
* S&P Downgrades Ratings on 53 Classes From Seven RMBS Deals
* S&P Downgrades Ratings on 59 Tranches From 11 CLO Transactions
* S&P Downgrades Ratings on 125 Classes From Four RMBS Deals

* S&P Takes Rating Actions on 11 Tranches From Two Private CFOs



                            *********

BEAR STEARNS: S&P Downgrades Ratings on 11 2006-PWR12 Securities
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes of commercial mortgage-backed securities from Bear Stearns
Commercial Mortgage Securities Trust 2006-PWR12 and removed them
from CreditWatch with negative implications.  In addition, S&P
affirmed its ratings on 11 additional classes from the same
transaction and removed four of them from CreditWatch with
negative implications.

The downgrades reflect S&P's analysis of the transaction using its
U.S. conduit and fusion CMBS criteria, which was the primary
driver of the rating actions.  S&P's analysis included a review of
the credit characteristics of all of the loans in the pool.  Using
servicer-provided financial information, S&P calculated an
adjusted debt service coverage of 1.43x and a loan-to-value ratio
of 107.3%.  S&P further stressed the loans' cash flows under S&P's
'AAA' scenario to yield a weighted average DSC of 0.92x and an LTV
of 144.8%.  The implied defaults and loss severity under the 'AAA'
scenario were 75.3% and 37.5%, respectively.  All of the DSC and
LTV calculations S&P noted above exclude two ($15.1 million, 0.7%)
of the transaction's three specially serviced loans.  S&P
separately estimated losses for these two loans and included them
in the 'AAA' scenario implied default and loss figures.

The affirmations of S&P's ratings on the principal and interest
certificates reflect subordination levels that are consistent with
the outstanding ratings.  S&P affirmed its rating on the class X
interest-only certificates based on its current criteria.  S&P
published a request for comment proposing changes to the IO
criteria on June 1, 2009.  After S&P finalizes its criteria
review, S&P may revise its current IO criteria, which may affect
outstanding ratings, including the rating on the IO certificate
that S&P affirmed.

                      Credit Considerations

As of the November 2009 remittance report, three loans
($58.6 million, 2.9%) in the pool were with the special servicer,
Centerline Servicing Inc. (Centerline), including one of the top
10 loans, which S&P discuss below.  Two ($15.1 million, 0.7%) of
the specially serviced loans are 90-plus-days delinquent and one
($43.5 million, 2.1%) is current in its payments.  All of the
specially serviced loans have appraisal reduction amounts in
effect totaling $13.0 million.

The Tower at Erieview loan is the sixth-largest loan in the pool
and the largest loan with Centerline.  The loan has a total
exposure of $43.5 million (2.1%) and is secured by a 703,205-sq.-
ft. office property in Cleveland, Ohio.  The loan was transferred
to Centerline on Nov. 5, 2008, and fell behind by three monthly
payments.  The borrower has since made all payments required to
date, and the loan is now classified as current.  According to the
November 2009 reporting comments, the loan will be transferred
back to the master servicer, Wells Fargo Bank N.A.  A
$10.9 million ARA is in effect on this loan.  Centerline
implemented the ARA in accordance with the transaction's terms.
These terms call for the implementation of an ARA equal to 25% of
the stated principal balance of a loan when a loan is 60 days past
due and an appraisal or other valuation is not available within a
specified timeframe.  Because this loan is now current in its
payments and is being returned to Wells Fargo, S&P expects that
Centerline will remove the ARA.

The Mattress Discounters loan, which has a total exposure of
$13.2 million (0.6%), is the second-largest loan with Centerline.
The loan was transferred to the special servicer on Dec. 1, 2008,
due to imminent default, and is classified as 90-plus-days
delinquent.  The loan is secured by a 207,000-sq.-ft. industrial
property in Upper Marlboro, Md.  The buildings were leased to
Mattress Discounters Corp., which filed for Chapter 11 bankruptcy
protection on Sept. 10, 2008.  The properties are currently
vacant, and there is a $1.3 million ARA in effect on this loan.
S&P expects a moderate loss upon the eventual resolution of this
loan.

The remaining specially serviced loan represents 0.2% of the pool
balance.

                        Transaction Summary

As of the November 2009 remittance report, the collateral pool
had an aggregate trust balance of $2.03 billion, down from
$2.08 billion at issuance.  The pool includes 213 loans, which is
unchanged since issuance.  The master servicers for this
transaction, Wells Fargo and Prudential Asset Resources Inc.,
provided financial information for 100.0% of the loans in the
pool, and 99.2% of the servicer-provided information was full-year
2008 or interim 2009 data.  S&P calculated a weighted average DSC
of 1.47x for the pool based on the reported figures.  S&P's
adjusted DSC and LTV were 1.43x and 107.3%, respectively.  S&P's
adjusted DSC and LTV figures exclude two ($15.1 million, 0.7%) of
the transaction's three specially serviced loans.  S&P separately
estimated losses for these two loans.  Servicer-reported financial
information was available for both of these loans, and based on
this information, S&P calculated a weighted average DSC of 1.11x
for these loans.  The master servicers reported a combined
watchlist of 63 loans ($637.7 million, 31.3%), including four of
the top 10 loans, three of which S&P discuss in detail below.
Twenty-three loans ($197.5 million, 9.7%) in the pool have a
reported DSC of less than 1.10x, and 17 loans ($141.1 million,
6.9%) have a reported DSC of less than 1.00x.

                     Summary of Top 10 Loans

The top 10 loan exposures have an aggregate outstanding balance of
$662.8 million (32.6%).  Using servicer-reported numbers, S&P
calculated a weighted average DSC of 1.42x for the top 10 loans.
S&P's adjusted DSC and LTV for the top 10 loans are 1.37x and
106.8%, respectively.  Four ($248.0 million, 12.2%) of the top 10
loans appear on the master servicers' combined watchlist, three of
which S&P discuss in detail below.

The Woodland Mall loan, which is the largest loan in the pool,
appears on the master servicers' combined watchlist due to low
DSC.  The loan has a trust balance of $155.4 million (7.6%) and is
secured by 397,897 sq. ft. of a 1.2 million-sq.-ft. mall in Grand
Rapids, Mich.  The reported DSC for the trailing six months ended
June 2009 was 1.14x, down from 1.53x at year-end 2008 and 1.51x at
issuance.  The June 2009 occupancy was 84.8%, compared with 88.6%
as of February 2009 and 88.0% at issuance.  The loan payments,
which were interest-only through the first three years, were
recently (May 2009) converted to principal and interest payments.

The Calypso Bay Apartments loan is the eighth-largest loan in the
pool and the second-largest loan on the master servicers' combined
watchlist.  The loan has a trust balance of $31.4 million (1.5%)
and is secured by a 280-unit, Caribbean-themed multifamily complex
in Gretna, La.  The loan appears on the watchlist due to low DSC,
which was 1.07x as of the trailing six months ended June 2009,
down slightly from 1.20x at issuance.  S&P attributes the decline
in DSC to increased operating expenses, including higher repairs
and maintenance and higher payroll and benefits expenses.

The Stone Mountain Square loan is the ninth-largest loan in the
pool and the third-largest loan on the master servicers' combined
watchlist.  The loan has a trust balance of $30.8 million (1.5%)
and is secured by a 336,663-sq.-ft. retail property in Stone
Mountain, Ga.  The loan appears on the watchlist due to low DSC.
As of the trailing nine months ended September 2009, the reported
DSC and occupancy were 0.92x and 75.0%, respectively, compared
with 1.46x and 85.2% at issuance.

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

      Ratings Lowered And Removed From Creditwatch Negative

   Bear Stearns Commercial Mortgage Securities Trust 2006-PWR12
          Commercial mortgage pass-through certificates

                  Rating
                  ------
   Class        To         From           Credit enhancement (%)
   -----        --         ----           ----------------------
   A-M          A          AAA/Watch Neg                   20.43
   A-J          BBB+       AAA/Watch Neg                   12.52
   B            BBB        AA/Watch Neg                    10.34
   C            BBB-       AA-/Watch Neg                    9.45
   D            BB+        A/Watch Neg                      7.79
   E            BB         A-/Watch Neg                     6.77
   F            BB-        BBB+/Watch Neg                   5.49
   G            B+         BBB-/Watch Neg                   4.47
   H            B          BB/Watch Neg                     3.19
   J            B          BB-/Watch Neg                    2.81
   K            B-         B/Watch Neg                      2.43

     Ratings Affirmed And Removed From Creditwatch Negative

  Bear Stearns Commercial Mortgage Securities Trust 2006-PWR12
          Commercial mortgage pass-through certificates

                  Rating
                  ------
   Class        To         From           Credit enhancement (%)
   -----        --         ----           ----------------------
   L          B-        B-/Watch Neg                          2.04
   M          CCC+      CCC+/Watch Neg                        1.79
   N          CCC       CCC/Watch Neg                         1.53
   O          CCC-      CCC-/Watch Neg                        1.28

                         Ratings Affirmed

   Bear Stearns Commercial Mortgage Securities Trust 2006-PWR12
          Commercial mortgage pass-through certificates

         Class     Rating         Credit enhancement (%)
         -----     ------         ----------------------
         A-1       AAA                             30.65
         A-2       AAA                             30.65
         A-3       AAA                             30.65
         A-AB      AAA                             30.65
         A-4       AAA                             30.65
         A-1A      AAA                             30.65
         X         AAA                               N/A

                      N/A - Not applicable.


BEAR STEARNS: S&P Junks Rating on Class A 2005-10 Notes From 'BBB'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A notes from Bear Stearns Structured Products Inc. Trust 2005-10,
a re-securitized real estate mortgage investment conduit
transaction, to 'CCC' from 'BBB'.

The downgrade reflects the significant deterioration in
performance of the loans backing the underlying certificates.
This performance deterioration is so severe that the credit
enhancement for BSSP 2005-10 is insufficient to maintain the
previous rating on the re-REMIC class.

BSSP 2005-10, which closed in August 2005, is a re-REMIC
residential mortgage-backed securities transaction collateralized
by 43 underlying classes.  The loans securing the underlying
classes consist predominately of long-reset adjustable-rate,
Alternative-A and prime mortgage loans.

The class A notes from BSSP 2005-10 are supported by the
underlying certificates shown in table 1.

                             Table 1

  Trust          Class (Current rating)

  BSAA 2005-2    II-B-6 (D), II-B-7 (D), II-B-8 (NR),
                 II-X-4 (AA), and II-X-5 (AA)

  BSAT 2004-2    I-B-4 (B), I-B-5 (D), I-B-6 (NR), and I-2-X (AAA)

  BSAT 2004-9    I-B-4 (D), I-B-5 (D), I-B-6 (NR),
                 I-1-X-1 (NR), and I-2-X-1 (AAA)

  BSAT 2004-10   I-B-6 (D), I-B-7 (NR), I-2-X-1 (AAA),
                 I-2-X-2 (AAA), and I-2-X-3 (AAA)

  BSAT 2004-12   B-5 (D), B-6 (D), B-7 (NR), I-X-1 (A-),
                 II-X-1 (A-), II-X-2 (A-), and II-X-3 (A-)

  BSAT 2005-1    B-7 (D), B-8 (NR), and II-X-1 (AA-)

  CWMBS 2004-7   I-B-4 (CC), I-B-5 (NR), 3-X (AAA), and 4-X (AAA)

  CWMBS 2004-22  B-4 (D), B-5 (NR), X-2 (AAA), and X-3 (AAA)

  RALI 2004-QA5  B-1 (D), B-2 (D), B-3 (NR), A-I-IO (NR),
                 A-III-IO-1 (BBB), and A-III-IO-2 (BBB)

The performance of the loans securing the underlying certificates
has generally deteriorated.  Table 2 shows the November 2009 pool
statistics for the transactions that contain the underlying
classes.  Additionally, S&P's projected lifetime losses for the
BSAA 2005-2 and BSAT 2005-1 loan pools are 4.79% and 3.45%,
respectively.

                             Table 2

               Structure    Pool       Cum.
Trust          group*       factor (%) losses (%)  Delinquency (%)
-----          ---------    ---------- ----------  ---------------
BSAA 2005-2    II           35.51      1.35        22.41
BSAT 2004-2    I            26.24      0.16        15.96
BSAT 2004-9    I            31.35      0.75        16.32
BSAT 2004-10   I            33.12      0.47        16.48
BSAT 2004-12                33.55      0.95        18.49
BSAT 2005-1                 36.28      1.05        22.30
CWMBS 2004-7   I            31.19      0.05         9.63
CWMBS 2004-22               31.05      0.48        18.06
RALI 2004-QA5               26.18      1.30        19.55

                          * If applicable.

Over the past two years S&P has revised its RMBS default and loss
assumptions, and consequently S&P's projected losses, to reflect
the continuing decline in mortgage loan performance and the
housing market.  (See articles listed under "Related Research" for
details.) The performance deterioration of most U.S. RMBS has
continued to outpace the market's expectation.

                         Rating Lowered

       Bear Stearns Structured Products Inc. Trust 2005-10
                         Series 2005-10

                                      Rating
                                      ------
         Class    CUSIP       To                   From
         -----    -----       --                   ----
         A        07383UKS3   CCC                  BBB


BREITHORN ABS: Fitch Downgrades Ratings on Two Classes of Notes
---------------------------------------------------------------
Fitch Ratings has downgraded two classes of notes issued by
Breithorn ABS Funding, p.l.c. as a result of continued credit
deterioration in the portfolio since Fitch's last rating action in
January 2009.  Approximately 15.3% of the portfolio has been
downgraded a weighted average of 8.5 notches since that time.

The downgrades to the portfolio have left approximately 25.3% of
the portfolio with a Fitch derived rating below investment grade
and 24.7% with a rating in the 'CCC' rating category or lower,
compared to 4.9% and 2%, respectively, at last review.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Structured Finance Portfolio Credit Model for projecting
future default levels for the underlying portfolio.  Due to the
significant collateral deterioration, all PCM rating loss rates
exceed the subordination level for each class of rated notes.

While there have not been any credit events as of the Oct. 20,
2009 trustee report, the portion of the portfolio in the 'CCC'
rating category or lower is more than double the subordination
available to the class A-2 notes.  The increased risk of future
losses from these low rated securities makes default of the class
A-2 and class B notes probable at or prior to maturity.

Breithorn is a synthetic structured finance collateralized debt
obligation that closed on July 2, 2003 with Swiss Re Financial
Products Corporation as the swap counterparty.  The portfolio is
composed of commercial mortgage-backed securities (33.6%),
residential mortgage-backed securities (32.2%), corporate CDOs
(17.6%) and consumer asset-backed securities (16.6%).

Fitch has downgraded these classes of Breithorn as indicated:

  -- EUR1,000,000 class A-2 notes to 'CC' from 'BBB';
  -- EUR62,500,000 class B notes to 'CC' from 'BB'.


C-BASS CBO: Fitch Downgrades Ratings on Five Classes of Notes
-------------------------------------------------------------
Fitch Ratings has downgraded five classes of notes issued by C-
BASS CBO VI, Ltd./Corp. as a result of continued credit
deterioration in the portfolio since Fitch's last rating action in
May 2009.  Approximately 43.1% of the portfolio has been
downgraded since the last review.

As of the October 2009 trustee report, defaulted securities, as
defined in the transaction's governing documents, now comprise
23.6% of the portfolio, compared to 11.7% at last review.  The
current balance of the portfolio is $87.1 million including
$20.6 million in defaulted securities.  The downgrades to the
portfolio have left approximately 45% of the portfolio with a
Fitch derived rating below investment grade and 39.7% with a
rating in the 'CCC' rating category or lower (including defaulted
assets), compared to 29.2% and 18.7%, respectively, at last
review.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Structured Finance Portfolio Credit Model for projecting
future default levels for the underlying portfolio.  These default
levels were then compared to the breakeven levels generated by
Fitch's cash flow model of the CDO under various default timing
and interest rate stress scenarios, as described in the report
'Global Criteria for Cash Flow Analysis in CDOs'.

Based on this analysis, the class A, class B, and class C notes'
breakeven rates are generally consistent with the rating assigned
below.  Given the negative outlook to the performance of the
underlying assets, Fitch revised the Outlook to Negative for these
classes.

Additionally, the class A notes are assigned a Loss Severity
rating of 'LS3', and the class B and class C notes are assigned
ratings of 'LS5'.  The LS rating indicates a tranche's potential
loss severity given default, as evidenced by the ratio of tranche
size to the base-case loss expectation for the collateral, as
explained in 'Criteria for Structured Finance Loss Severity
Ratings'.  Currently, for the class A-notes this ratio falls in
the range of 1.1 to 4.0, whereas for the class B and class C notes
it falls below 0.5.  The LS rating should always be considered in
conjunction with the probability of default for tranches.

Breakevens for the class D and class E notes are exceeded by SF
PCM's 'CCC' default level, the lowest level of defaults projected
by SF PCM.  For these classes, Fitch compared the respective
credit enhancement levels to the amount of underlying assets
considered distressed (rated 'CCC' and lower).  These assets have
a high probability of default and low expected recoveries upon
default.  While both classes are still receiving interest
distributions, given the amount of distressed assets in the
portfolio, Fitch believes that default is probable for the class D
notes and inevitable for the class E notes at or prior to
maturity.

C-BASS VI is a structured finance collateralized debt obligation
(SF CDO) that closed on April 15, 2003 and is monitored by C-BASS
Investment Management LLC.  The portfolio is composed primarily of
residential mortgage-backed securities 79.6%, asset-backed
securities (ABS) 13.5%, and CDOs 6.9%.

Fitch has taken rating actions on the classes listed below.  The
actions include affirmations, downgrades, assignment of LS ratings
and revision of Rating Outlooks as indicated:

  -- $30,478,157 class A notes downgraded to 'AA/LS3' from 'AAA',
     Outlook to Negative from Stable;

  -- $6,144,790 class B notes downgraded to 'A/LS5' from 'AAA',
     Outlook to Negative from Stable;

  -- $5,000,000 class C notes downgraded to 'BBB/LS5' from 'AA',
     Outlook to Negative from Stable;

  -- $21,874,397 class D notes downgraded to 'CC' from 'BBB';

  -- $3,000,000 class E notes downgraded to 'C' from 'BB'.

Fitch does not assign Rating Outlooks to classes rated 'CCC' or
lower.


CAPITAL ONE: Moody's Upgrades Ratings on Class B 2006-1 Tranche
---------------------------------------------------------------
Moody's has upgraded the Class B tranche from the Capital One
Prime Auto Receivables Trust 2006-1 transaction, and placed on
review for possible upgrade three tranches from three additional
transactions sponsored by Capital One Auto Finance, Inc., between
2006 and 2007.

For the upgraded tranche, Moody's expects the underlying
transaction (Capital One Prime Auto Receivables Trust 2006-1) to
incur lifetime cumulative net losses of 1.70%, which are
moderately higher than Moody's original expectation of 1.00% to
1.50%.  However, hard credit support (i.e., the yield supplement
overcollateralization amount and reserve account) for the upgraded
tranche has increased from 3.25% of the initial pool balance to
approximately 6.50% of the current outstanding pool balance due to
the non-declining nature of the reserve account.  The reserve
account, as a percentage of the current collateral balance, has
grown to 4.30%; and is expected to increase further as the pool
pays down.  Remaining CNL as a percentage of the current
outstanding pool balance is estimated to be approximately 1.85%
(or approximately 0.20% if measured as a percentage of the initial
pool balance).  The Class B notes also benefit from excess spread,
which is currently estimated at approximately 1.40% per annum.
Principal payments are allocated sequentially between the Class A
and B notes.

Moody's has also placed the Class B notes from the Capital One
Prime Auto Receivables Trust 2006-2, 2007-1 and 2007-2
transactions on review for possible upgrade.  Moody's expects the
2006-2, 2007-1 and 2007-2 transactions to incur lifetime CNLs
between 2.60% to 2.85%, 3.60% to 3.85% and 3.75% to 4.00%
respectively.  These expectations, although higher than initial
expectations, are lower than the previously published range of
3.00% to 4.25% from February.  Three additional quarters of
performance for the underlying pools have demonstrated signs of
stabilization in both delinquencies and losses.  Cumulative losses
as a percentage of the pool that has liquidated (original pool
balance -- current pool balance), an indicator of projected
lifetime loss trajectories, have also shown signs of leveling off
for all transactions.  While these trends are positive, part of
the improvement can be attributed to seasonality and the rebound
in the used car market.  During its review, Moody's will continue
to closely monitor performance as well as used car recoveries, and
refine its assessment of these transactions relative to the credit
enhancement available.

Complete rating actions are:

Issuer: Capital One Prime Auto Receivables Trust 2006-1

  * Pool Current Expected Cumulative Net Losses: 1.70% (as a
    percentage of the original loan pool balance)

  -- Cl. B, Upgraded to Aa1; previously on Sep 24, 2009 A1 Placed
     Under Review for Possible Upgrade

Issuer: Capital One Prime Auto Receivables Trust 2006-2

  -- Cl. B, Ba1 Placed Under Review for Possible Upgrade;
     previously on Feb 20, 2009 Downgraded to Ba1

Issuer: Capital One Prime Auto Receivables Trust 2007-1

  -- Cl. B, Ba2 Placed Under Review for Possible Upgrade;
     previously on Feb 20, 2009 Downgraded to Ba2

Issuer: Capital One Prime Auto Receivables Trust 2007-2

  -- Cl. B, Ba1 Placed Under Review for Possible Upgrade;
     previously on Feb 20, 2009 Downgraded to Ba1


COAST INVESTMENT: Fitch Downgrades Ratings on Four 2002-1 Notes
---------------------------------------------------------------
Fitch Ratings has downgraded four classes of notes issued by Coast
Investment Grade CDO 2002-1, Ltd./Corp., as a result of continued
credit deterioration in the portfolio since Fitch's last rating
action in February 2009.  Approximately 75.9% of the portfolio has
been downgraded since that time.  The details of the rating action
follow at the end of this press release.

As of the Oct. 29, 2009 trustee report, the current balance of the
portfolio is approximately $254.1 million.  The downgrades to the
portfolio have left approximately 90.9% of the portfolio with a
Fitch derived rating below investment grade and 60.8% with a
rating in the 'CCC' rating category, compared to 37.8% and 11.5%,
respectively, at last review.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Structured Finance Portfolio Credit Model for projecting
future default levels for the underlying portfolio.  Due to the
significant collateral deterioration, all PCM rating loss rates
exceed the credit enhancement available to each class of notes.

Coast 2002-1 entered an event of default on April 1, 2009 due to
the class A overcollateralization ratio declining below 102.5%.
As of month-end September 2009, the trustee did not receive a
sufficient amount of votes from the controlling class to
accelerate the transaction.  However, even without accelerating,
all proceeds after paying class A accrued interest are being used
to redeem the class A notes due to the class A OC ratio failing
its covenant.

Based on the degree of deterioration and sequential distribution
waterfall, Fitch believes that the likelihood of default for all
classes of notes in this transaction can be assessed without
performing cash flow model analysis under the framework described
in the 'Global Criteria for Cash Flow Analysis in CDOs' report.

According to the Oct. 29, 2009 trustee report, 41.3% of the
portfolio is comprised of deferred interest pay-in-kind
obligations, which are securities whose asset balances are written
up in lieu of making interest payments, compared to 30.8% at the
last review.  The majority of the PIK securities are not expected
to become current on interest payments again or to provide
significant principal proceeds by maturity.  Of the $148.6 million
of non-PIK assets in the portfolio, 24% have a Fitch derived
rating in the 'CCC' category or lower and are at risk of
experiencing some loss in the future.

With a portion of interest collections currently being used to
redeem the class A notes, Fitch expects the class to receive a
substantial portion of its outstanding principal balance.
However, the amount of excess spread over the remaining life of
the transaction is likely to be insufficient to fully compensate
for the non-performing portion of the portfolio, and therefore the
class A notes are downgraded to 'C'.

The class B, class C-1 and class C-2 notes are downgraded to 'C'
because they are no longer receiving interest and are not expected
to receive any future distributions.

Coast 2002-1 is a structured finance collateralized debt
obligation that closed on May 30, 2002 and is managed by Coast
Asset Management LP.  The portfolio is composed entirely of
corporate CDOs.

Fitch has downgraded these classes of Coast 2002-1 as indicated:

  -- $159,488,471 class A notes to 'C' from 'BBB-';
  -- $24,000,000 class B notes to 'C' from 'BB';
  -- $26,600,000 class C-1 notes to 'C' from 'B';
  -- $3,400,000 class C-2 notes to 'C' from 'B'.


CRYSTAL RIVER: S&P Downgrades Ratings on Three 2005-1 Tranches
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
tranches issued by Crystal River CDO 2005-1 Ltd.  The ratings on
these classes remain on CreditWatch negative.  S&P also lowered
its ratings on six tranches issued by Vermeer Funding II Ltd.
Three of these ratings remain on CreditWatch negative, while S&P
removed its ratings on the remaining three classes from
CreditWatch negative.

Both transactions are mezzanine structured finance collateralized
debt obligations of asset-backed securities collateralized in
large part by mezzanine tranches of residential mortgage-backed
securities and other SF securities.  S&P has received notice from
the trustees that both transactions have triggered events of
default.

The downgrades follow an update to the criteria S&P uses to assess
ratings assigned to CDO transactions that have triggered an EOD
and may be subject to acceleration or liquidation, as well as
credit deterioration in the underlying portfolio.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate, in S&P's opinion.

                          Rating Actions

                                        Rating
                                        ------
  Transaction             Class    To              From
  -----------             -----    --              ----
  Crystal River CDO       A        A+/Watch Neg    AAA/Watch Neg
   2005-1 Ltd.
  Crystal River CDO       B        BBB-/Watch Neg  A/Watch Neg
   2005-1 Ltd.
  Crystal River CDO       C        BB/Watch Neg    BBB-/Watch Neg
   2005-1 Ltd.
  Vermeer Funding II Ltd. A-1      BBB+/Watch Neg  AAA/Watch Neg
  Vermeer Funding II Ltd. A-2A     CCC/Watch Neg   A+/Watch Neg
  Vermeer Funding II Ltd. A-2B     CCC/Watch Neg   A+/Watch Neg
  Vermeer Funding II Ltd. B        CC              B+/Watch Neg
  Vermeer Funding II Ltd. C-1      CC              CCC-/Watch Neg
  Vermeer Funding II Ltd. C-2      CC              CCC-/Watch Neg


CWABS INC: Moody's Confirms Ratings on Two Series 2004-S1 Tranches
------------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of two
tranches issued in CWABS, Inc. Asset-Backed Certificates, Series
2004-S1 transaction.  The collateral backing these securities
consists primarily of closed-end second lien residential mortgage
loans.  Bonds in this transaction have support from the insurance
policy provided by United Guaranty Residential Insurance Company
of North Carolina and from the Seller Loss Coverage Obligation.
Credit enhancement provided by these sources of support is
consistent with the current ratings of the bonds.

When analyzing underlying ratings for CES and HELOC transactions,
Moody's projects cumulative losses for each deal based on a
collateral analysis of the deal's Constant Prepayment Rate and
Constant Default Rate.

CPR is based on the average of the last six months 1-month CPR.

There are two approaches for determining pool CDR.  The first
approach calculates CDR based on pool loan losses from the
previous twelve months, i.e. recent losses.  A second approach is
based on pipeline losses -- losses derived from days-aged
delinquencies and Moody's assumptions for default based on days
delinquent, in foreclosure, or liquidation, and the severity of
loss given default.  Moody's assumes 100% severity for second
liens, including both CES and HELOCs.  After the CDR is calculated
using the two methods, the effective CDR for loss projection
purposes is determined by using a weighted average of the CDRs as
determined by the recent loss and pipeline loss approaches -- with
weightings determined on a transaction by transaction basis.  For
this transaction Moody's assumes that the CDR will decline by 25%
for year 3, 50% for year 4 remaining constant thereafter.

Based on calculated CPR and CDR, Moody's calculates projected
deal-specific cumulative losses and the weighted average life of
the deal.  The credit enhancement calculation can also include
credit for excess spread, i.e. the aggregate, positive difference
in the weighted average loan coupon and the all-inclusive
securities' interest and deal fees, including servicing.  Excess
spread benefit is calculated by multiplying the stressed
annualized excess spread by the weighted average life of the deal.

Aggregate credit enhancement which combines subordination benefit
(including over-collateralization and/or reserve accounts) and
excess spread benefit is compared with projected cumulative losses
for the deal to derive coverage multiples and associated ratings
by deal tranche.  Moody's will analyze tranche coverage multiples
after consideration of timing of tranche repayment and allocation
of losses (if any).

Issuer: CWABS, Inc. Asset-Backed Certificates, Series 2004-S1

Expected Cumulative Losses: 2% (as a percentage of the original
loan pool balance)

  -- Cl. M-2, Confirmed at Baa3; previously on Nov 17, 2008
     Downgraded to Baa3 and Placed Under Review for Possible
     Downgrade

  -- Cl. M-3, Confirmed at Ba3; previously on Nov 17, 2008
     Downgraded to Ba3 and Placed Under Review for Possible
     Downgrade


DYNASTY SYNTHETIC: Moody's Reviews Ratings on 2006-33 Notes
-----------------------------------------------------------
Moody's Investors Service announced that it has placed under
review for possible downgrade its ratings on four Credit Default
Swaps with Morgan Stanley in the context of the Dynasty Synthetic
CLO transactions and one Class of notes issued by Morgan Stanley
ACES SPC, Series 2006-33.  These collateralized synthetic
obligation transactions are referencing the same static portfolio
of corporate loans with recovery rate fixed at 70%.

The rating actions are:

Issuer: Dynasty Synthetic CLO, Class A

  -- Class A - US$72,710,625 Original Tranche Notional Amount
     Credit Default Swap with Morgan Stanley Capital Services
     Inc., Aaa Placed Under Review for Possible Downgrade;
     previously on Jul 27, 2007 Assigned Aaa

Issuer: Dynasty Synthetic CLO, Class F

  -- Class F - US$8,929,375 Original Tranche Notional Amount
     Credit Default Swap with Morgan Stanley Capital Services
     Inc., B3 Placed Under Review for Possible Downgrade;
     previously on Mar 18, 2009 Downgraded to B3

Issuer: Dynasty Synthetic CLO, Class X

  -- Class X - US$8,929,375 Original Tranche Notional Amount
     Credit Default Swap with Morgan Stanley Capital Services
     Inc., Aa2 Placed Under Review for Possible Downgrade;
     previously on Mar 18, 2009 Downgraded to Aa2

Issuer: Dynasty Synthetic CLO, Class Y

  -- Class Y - US$8,929,375 Original Tranche Notional Amount
     Credit Default Swap with Morgan Stanley Capital Services
     Inc., Baa1 Placed Under Review for Possible Downgrade;
     previously on Mar 18, 2009 Downgraded to Baa1

Issuer: Morgan Stanley ACES SPC Series 2006-33

  -- US$10,205,000 Class E Secured Floating Rate Notes due 2012,
     Ba2 Placed Under Review for Possible Downgrade; previously on
     Mar 18, 2009 Downgraded to Ba2

Moody's explained that the placement under review for possible
downgrade reflects the deterioration of the reference portfolio
since the last rating action on March 2009, with the last Trustee
report listing nine credit events since the beginning of the year.


G-FORCE CDO: High Interest Shortfalls Cue Fitch's Rating Actions
----------------------------------------------------------------
Fitch Ratings has downgraded 11 and affirmed two classes issued by
G-Force CDO 2006-1 as a result of increased interest shortfalls to
the underlying collateral.

On Nov. 30, 2009, the class E notes did not receive their full
interest distribution as a result of insufficient interest
proceeds due to the continued interest shortfalls on the
underlying collateral.  On Dec. 4, 2009, the trustee declared an
event of default due to non-payment of full and timely accrued
interest to the class E notes.  Fitch rates the class E notes to
the timely receipt of interest and has therefore downgraded this
class to 'D'.  Noteholders had not given direction to accelerate
the notes or liquidate the portfolio at the time of this review.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model for projecting future default levels
for the underlying portfolio.  Based on this analysis, the class
A-1 and A-2 notes' credit enhancements are generally consistent
with the 'AAA' PCM rating loss rate.  Similarly, the credit
enhancement to class SSFL is generally consistent with the 'A' PCM
rating loss rate and classes A-3 and JRFL are generally consistent
with the 'B' PCM rating loss rate.

Due to the significant collateral deterioration, all PCM rating
loss rates exceed the credit enhancement available to classes B
and below.  For these classes, Fitch analyzed the classes'
sensitivity to the default of the distressed collateral ('CCC'
category and lower) and assets that are experiencing interest
shortfalls.  Currently, 55.8% of the portfolio has a Fitch derived
rating below investment grade and 29.7% has a rating in the 'CCC'
rating category or lower.  Additionally, approximately 32.7% of
the underlying collateral is experiencing interest shortfalls,
compared to 9.9% at the last review.

Fitch's loss expectation exceeds the credit enhancement available
to classes B and below.  Given the high probability of default of
the underlying assets and the expected limited recovery prospects
upon default, classes B through D and F through J have been
downgraded to 'C', indicating that default is inevitable at
maturity.

The class A-1 through D notes are currently receiving timely
interest distributions.  Class E, as noted above, did not receive
its timely interest.  Classes F through J are receiving interest
paid in kind whereby the principal amount of the notes is written
up by the amount of interest due.  Fitch does not expect these
classes to receive any future payments due to the expectation of
continued and increased interest shortfalls to the underlying
collateral.

G-Force 2006-1 is a commercial real estate collateralized debt
obligation primarily backed by commercial mortgage backed
securities B-pieces that closed on Sept. 13, 2006.  Approximately
16% of the collateral currently is not rated and represents the
first loss position of the respective underlying CMBS or SF CDO
transaction.  The majority of the underlying classes are thin,
junior tranches that are susceptible to losses in the near term.

Fitch has downgraded these classes:

  -- $135,273,000 Class A-3 to 'B'; Outlook Negative' from 'BB';
     Outlook Negative;

  -- $182,310,469 Class SSFL to 'A'; Outlook Negative' from 'A+';
     Outlook Negative';

  -- $67,000,000 Class JRFL to 'B'; Outlook Negative from 'BB';
     Outlook Negative;

  -- $42,921,000 Class B to 'C' from 'B-'; Outlook Negative;

  -- $18,709,000 Class C to 'C' from 'CCC';

  -- $31,916,000 Class D to 'C' from 'CC';

  -- $28,614,000 Class E to 'D' from 'CC';

  -- $12,162,495 Class F to 'C' from 'CC';

  -- $22,113,718 Class G to 'C' from 'CC';

  -- $16,980,270 Class H to 'C' from 'CC';

  -- $22,740,171 Class J to 'C' from 'CC'.

In addition, Fitch affirms two classes:

  -- $36,734,759 Class A-1 at 'AAA'; Outlook Negative';
  -- $74,600,000 Class A-2 at 'AAA'; Outlook Negative'.


GE COMMERCIAL: S&P Downgrades Ratings on 15 2006-C1 Securities
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 15
classes of commercial mortgage-backed securities from GE
Commercial Mortgage Corp. Series 2006-C1 Trust and removed them
from CreditWatch with negative implications.  In addition, S&P
affirmed its ratings on seven other classes from the same
transaction.

The downgrades follow S&P's analysis of the transaction using its
U.S. conduit and fusion CMBS criteria, which was the primary
driver of S&P's rating actions.  S&P's analysis included a review
of the credit characteristics of all of the loans in the pool.
Using servicer-provided financial information, S&P calculated an
adjusted debt service coverage of 1.66x and a loan-to-value ratio
of 103.4%.  S&P further stressed the loans' cash flows under S&P's
'AAA' scenario to yield a weighted average DSC of 1.02x and an LTV
of 135.5%.  The implied defaults and loss severity under the 'AAA'
scenario were 72.2% and 36.3%, respectively.  The DSC and LTV
calculations S&P noted above exclude one ($6.7 million, 0.4%) of
the three specially serviced loans.  S&P separately estimated a
loss for this loan and included it in its 'AAA' scenario implied
default and loss figures.

The affirmations of the ratings on the pooled principal and
interest certificates reflect subordination levels that are
consistent with the outstanding ratings.  S&P affirmed its rating
on the class X-W interest-only certificates based on its current
criteria.  S&P published a request for comment proposing changes
to its IO criteria on June 1, 2009.  After S&P finalizes its
criteria review, S&P may revise its IO criteria, which may affect
outstanding ratings, including the rating on the IO certificates
that S&P affirmed.

                      Credit Considerations

As of the November 2009 remittance report, three loans
($25.0 million, 1.6%) in the pool were with the special servicer,
LNR Partners Inc. A breakdown of the specially serviced loans by
payment status is: one is 90 plus days delinquent ($6.7 million,
0.4%) and two are current ($18.3 million, 1.2%).

The 90-plus-day delinquent Sahara Hart loan, which has a total
exposure of $7.1 million (0.4%), is the second-largest loan with
the special servicer.  The loan was transferred to the special
servicer on March 19, 2009, due to imminent default, and the
borrower filed for bankruptcy protection on June 10, 2009.  The
loan is secured by a 31,477-sq.-ft. retail property in Las Vegas,
Nev., that was built in 2005.  There is a $2.4 million appraisal
reduction amount in effect on this loan.  S&P expects a moderate
loss upon the eventual resolution of this asset.

                       Transaction Summary

As of the November 2009 remittance report, the collateral pool
balance was $1.572 billion, which is 97.7% of the balance at
issuance.  The pool includes 144 loans, down from 145 at issuance.
As of the November 2009 remittance report, the master servicer,
Wachovia Bank N.A., provided financial information for 100.0% of
the pool, and 95.0% of the servicer-provided information was full-
year 2008 or interim-2009 data.  S&P calculated a weighted average
DSC of 1.74x for the pool based on the reported figures.  S&P's
adjusted DSC and LTV were 1.66x and 103.4%, respectively.  S&P's
adjusted DSC and LTV figures exclude one of the three specially
serviced loans.  S&P estimated losses separately for this loan.
The transaction has not experienced any principal losses to date.
Twenty-one loans ($240.4 million, 15.3%) are on the master
servicer's watchlist, including two of the top 10 loans.  Fourteen
loans ($131.4 million, 8.4%) have a reported DSC below 1.10x, and
nine of these loans ($99.6 million, 6.3%) have a reported DSC of
less than 1.0x.

                     Summary of Top 10 Loans

The top 10 exposures have an aggregate outstanding balance of
$694.7 million (44.2%).  Using servicer-reported numbers, S&P
calculated a weighted average DSC of 2.01x for the top 10 loans.
Two of the top 10 loans ($112.0 million, 7.1%) appear on the
master servicer's watchlist.  S&P's adjusted DSC and TV for the
top 10 loans are 1.88x and 100%, respectively.

The Beyman Multifamily Portfolio loan is the third-largest loan in
the pool and the largest loan on the watchlist.  The loan was
current in its debt service payments as of the November 2009
remittance report and has a trust balance of $82.9 million (5.3%).
The loan is secured by three cross-collateralized and cross-
defaulted multifamily properties with 850 units in Tennessee and
North Carolina.  The loan appears on the watchlist due to low DSC
resulting from a decline in market rents.  The weighted average
reported DSC as of June 30, 2009, was 0.99x, down from 1.37x as of
year-end 2008.

The Atlanta Mall Area Portfolio loan is the ninth-largest loan in
the pool and the second-largest loan on the watchlist.  The loan
has a trust balance of $29.1 million (1.9%) and is secured by two
retail properties with a total of 158,297 sq. ft. in Buford and
Lithonia, Ga.  The loan appears on the watchlist due to poor
performance at one of the properties attributed to an increase in
vacancies.  As of year-end 2008, the DSC was 1.15x, down from
1.23x at issuance.

Standard & Poor's stressed the loans in the pool according to its
updated conduit/fusion criteria.  The resultant credit enhancement
levels support the lowered and affirmed ratings.

       Ratings Lowered And Removed From Creditwatch Negative

        GE Commercial Mortgage Corp. Series 2006-C1 Trust
          Commercial mortgage pass-through certificates

                 Rating
                 ------
     Class     To      From            Credit enhancement (%)
     -----     --      ----            ----------------------
     A-M       A       AAA/Watch Neg                    20.47
     A-J       BBB-    AAA/Watch Neg                    11.13
     B         BB+     AA/Watch Neg                      8.83
     C         BB      AA-/Watch Neg                     7.93
     D         BB-     A/Watch Neg                       6.40
     E         B+      A-/Watch Neg                      5.50
     F         B+      BBB+/Watch Neg                    4.61
     G         B       BBB/Watch Neg                     3.71
     H         B       BBB-/Watch Neg                    2.82
     J         B-      BB+/Watch Neg                     2.43
     K         B-      BB/Watch Neg                      2.05
     L         B-      BB-/Watch Neg                     1.66
     M         CCC+    B+/Watch Neg                      1.54
     N         CCC     B/Watch Neg                       1.28
     O         CCC-    CCC+/Watch Neg                    1.15

                         Ratings Affirmed

        GE Commercial Mortgage Corp. Series 2006-C1 Trust
          Commercial mortgage pass-through certificates

          Class      Rating      Credit enhancement (%)
          -----      ------      ----------------------
          A-1        AAA                          30.71
          A-2        AAA                          30.71
          A-3        AAA                          30.71
          A-AB       AAA                          30.71
          A-4        AAA                          30.71
          A-1A       AAA                          30.71
          X-W        AAA                            N/A

                       N/A - Not applicable.


GMAC COMMERCIAL: Fitch Takes Rating Actions on All 2005-C1 Certs.
-----------------------------------------------------------------
Fitch Ratings takes various rating actions on all rated classes of
GMAC Commercial Mortgage Securities Inc. 2005-C1, commercial
mortgage pass-through certificates.  A detailed list of rating
actions follows at the end of this release.

The downgrades are the result of loss expectations and reflect
Fitch's prospective views regarding commercial real estate market
value and cash flow declines.  Fitch forecasts potential losses of
5.5% for this transaction, should market conditions not recover.
The rating actions are based on the full losses of 5.5% since most
of the loans mature in the next five years.

To determine potential defaults for each loan Fitch assumed cash
flow would decline by 10% from year-end 2008, which is consistent
with the analysis used in its review of recent vintage
transactions whereby cash flow was assumed to decline 15% from
year-end 2007 projected over a three year period.  If the stressed
cash flow would cause the loan to fall below 0.95 times, Fitch
assumed the loan would default during the term.  To determine
losses, Fitch used the above stressed cash flow, and applied a
market cap rate, ranging between 7.5% and 10%, for each specific
property type.  If the loan balance at default is less than the
stressed cash flow the loan would realize that loss.  These loss
estimates were reviewed in more detail for loans representing
67.3% of the pool and, in certain cases, revised based on
additional information and/or property characteristics.
Approximately 97% of the recognized losses were from loans
reviewed in detail.

Approximately 96% of the mortgages mature within the next five
years: 0.5% in 2009, 32.4% in 2010, 1.6% in 2014 and 61.4 % in
2015.

Fitch identified 18 Loans of Concern (29.8%) within the pool, nine
of which (19.9 %) are specially serviced.  Of the specially
serviced loans two (12.8%) are current.  Six of the Fitch Loans of
Concern (21.4%) are within the transaction's top 15 loans, and
three (14.7%) are specially serviced.

Fitch's analysis resulted in losses on five of the top 15 loans,
each of which are assumed to default during the term.  Two of the
top 15 loans are expected to pay off at maturity and eight are
expected to default at maturity.  Fitch calculated losses ranging
from 0%-32% on based on stressed value being higher than the
current loan amount within the top 15.  The largest overall
contributors to deal loss are: 3301 N. Buffalo Drive (4.7% of
pool), City Center Square (3.4%) and Briarwood Hills Apartments
(1.1%).

The 3301 N. Buffalo Drive property is a 321,041 square foot office
property in Las Vegas, NV.  The property has been in special
servicing since April of 2009 due to a significant decrease in
occupancy.  The property is still current on debt service, but
occupancy remains low at approximately 50%.  Given recent
appraisal value, Fitch expects losses upon liquidation.

City Center Square is a 650,097 sf office property in Kansas City,
MO.  The property is currently approximately 60% occupied, with
significant upcoming lease rollover.  The largest tenant at the
property (14% of NRA) is due to expire in March of 2010, while the
third largest tenant (3.1% of NRA) is due to expire in January of
2010.  Overall, 21.6% of NRA is due to roll by the end of 2010,
2.7% in 2011, and 10.7% in 2012.  In addition, 40% of the space is
currently vacant.  Due to the low occupancy combined with upcoming
lease rollover, Fitch assumed a term default.

Briarwood Hills Apartments is a 175-unit multifamily property
located in North Haven, CT.  The loan transferred to special
servicing in March of 2009, due to monetary default and is
currently in foreclosure.  Given recent appraisal value, Fitch
expects losses upon liquidation.

Fitch downgrades, removes from Rating Watch Negative, and assigns
Loss Severity Ratings and Rating Outlooks to these classes:

  -- $127.8 million class AJ to 'AA/LS3' from 'AAA'; Outlook
     Stable;

  -- $34 million class B to 'BBB/LS5' from 'AA'; Outlook Stable;

  -- $12 million class C to 'BBB-/LS5' from 'A+'; Outlook Stable;

  -- $24 million class D to 'BB/LS5' from 'A-'; Outlook Stable;

  -- $16 million class E to 'B/LS5' from 'BBB+'; Outlook Stable;

  -- $16 million class F to 'B-/LS5' from 'BBB-'; Outlook
     Negative;

  -- $16 million class G to 'B-/LS5' from 'BB-'; Outlook Negative.

Fitch downgrades and assigns a Recovery Rating (RR):

  -- $20 million class H to 'CCC/RR6' from 'B-'.

Fitch downgrades and revises Recovery Ratings:

  -- $6 million class J to 'CC/RR6' from 'CCC/RR1';
  -- $6 million class K to 'CC/RR6' from 'CCC/RR2';
  -- $1.3 million class N to 'D/RR6' from 'C/RR6'.

Fitch also affirms these classes and assigns LS Ratings and
Outlooks as indicated:

  -- $271.8 million class A-1A at 'AAA/LS1'; Outlook Stable;
  -- $93.3 million class A-2 at 'AAA/LS1'; Outlook Stable;
  -- $187.3 million class A-3 at 'AAA/LS1'; Outlook Stable;
  -- $68.1 million class A-4 at 'AAA/LS1'; Outlook Stable;
  -- $157.4 million class A-5 at 'AAA/LS1'; Outlook Stable;
  -- $159.8 million class A-M at 'AAA/LS3'; Outlook Stable;
  -- Interest-only class X-1 at 'AAA'; Outlook Stable;
  -- Interest-only class X-2 at 'AAA'; Outlook Stable.

Fitch affirms and revises the Recovery Rating:

  -- $8 million class L to 'CC/RR from 'CC/RR4'.

Fitch affirms these classes:

  -- $4 million class M at 'C/RR6'.

Classes O and P have been reduced to $0 due to realized losses.
Fitch did not originally rate class P, and class O is downgraded
to 'D/RR6' from 'C/RR6'.


GS MORTGAGE: S&P Downgrades Ratings on 10 2006-RR2 Securities
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of commercial mortgage-backed securities pass-through
certificates from GS Mortgage Securities Corp. II's series 2006-
RR2, a re-REMIC transaction.  All of the ratings remain on
CreditWatch with negative implications.

The downgrades reflect S&P's analysis of the transaction after S&P
downgraded 21 CMBS certificates that serve as underlying
collateral for GSMS 2006-RR2.  The downgraded certificates have
total balance of $282 million (36.9% of the pool balance) and are
from 13 distinct CMBS transactions.  All of S&P's ratings on GSMS
2006-RR2 remain on CreditWatch negative because of the
transaction's exposure to CMBS collateral with ratings on
CreditWatch negative ($230 million, 30%).

According to the Nov. 25, 2009, trustee report, 78 CMBS
certificates ($764.9 million, 100%) from 58 distinct transactions
issued between 1996 and 2006 collateralize GSMS 2006-RR2.  GSMS
2006-RR2 has significant exposure to these CMBS transactions that
Standard & Poor has downgraded:

* Wachovia Bank Commercial Mortgage Trust's series 2006-C23
  (classes G, H, and J; $50 million, 6.5%);Greenwich Capital
  Commercial Funding Corp.'s series 2005-GG5 (classes F and G;
  $46.6 million, 6.1%); and

* GS Mortgage Securities Trust 2006-GG6 (classes G, H, and J;
  $40 million, 5.2%).

S&P will update or resolve its CreditWatch negative placements on
the certificates from GSMS 2006-RR2 in conjunction with its
CreditWatch resolutions of the underlying CMBS assets.

      Ratings Lowered And Remaining On Creditwatch Negative

                 GS Mortgage Securities Corp. II
  Commercial mortgage pass-through certificates series 2006-RR2

                               Rating
                               ------
        Class            To               From
        -----            --               ----
        A-1              A+/Watch Neg     AA-/Watch Neg
        A-2              BBB-/Watch Neg   BBB/Watch Neg
        C                BB/Watch Neg     BB+/Watch Neg
        D                B+/Watch Neg     BB/Watch Neg
        E                B/Watch Neg      BB/Watch Neg
        F                B/Watch Neg      BB-/Watch Neg
        G                CCC+/Watch Neg   B+/Watch Neg
        H                CCC/Watch Neg    B/Watch Neg
        J                CCC-/Watch Neg   CCC+/Watch Neg
        K                CCC-/Watch Neg   CCC/Watch Neg

            Ratings Remaining On Creditwatch Negative

                 GS Mortgage Securities Corp. II
  Commercial mortgage pass-through certificates series 2006-RR2

                 Class            Rating
                 -----            ------
                 B                BB+/Watch Neg
                 L                CCC-/Watch Neg
                 M                CCC-/Watch Neg
                 N                CCC-/Watch Neg
                 O                CCC-/Watch Neg
                 P                CCC-/Watch Neg
                 Q                CCC-/Watch Neg


GUAM WATERWORKS: Moody's Affirms 'Ba2' Rating on 2005 Bonds
-----------------------------------------------------------
Moody's has affirmed the Ba2 rating of the Guam Waterworks
Authority's Water and Wastewater System Revenue Bonds Series 2005
and revised the outlook to stable.  The outlook revision primarily
reflects the deterioration in the system's financial performance,
which has led to a failure to meet the rate covenant as directed
for the outstanding $100.1 million Series 2005 system revenue
bonds.  The Ba2 rating reflects the essentiality of services
provided by the authority and management oversight provided by
through the Consolidated Commission on Utilities.  The rating also
reflects the underlying economic position of Guam and its
population, a history of Authority operating losses tempered by
the willingness of the Public Utilities Commission to raise rates,
and a capital plan driven by an EPA stipulation order (arising
from a myriad of regulatory violations), which is roughly 95%
complete.

Credit Strengths:

* Supplier of essential water and waste water services to most of
  the island's population

* Independent managerial oversight

* CIP driven by regulatory requirements and public support

Credit Challenges:

* Rate covenant breach on the Series 2005 bonds

* Poor collection rates

* History of operating losses and regulatory non-compliance

Financial Operating Results Weakened By Low System Collection
Rates:

The authority posted operating losses in fiscal 2003 and 2004,
subsequently taking actions to improve performance, mainly through
headcount reductions and rate increases.  Management reduced staff
by 22% in 2004, helping to shrink operating expenditures by over
$5 million, or 10%, and generate stronger cashflow.  At the same
time, the PUC approved two rate increases totaling 14%, and again
approved rate increases in 2006 and 2007 for a total increase of
33% between 2004 and 2007.  Despite these rate increases, the
authority experienced revenue losses as a result of faulty water
meters.  In addition to the revenue losses, the authority also
experienced pressure on the expenditure side due to the rise in
the price of natural resources; the authority's spending on energy
purchases was significantly more than budgeted.  Approximately 1/3
of the authority's operating costs are related to energy and water
purchases.  Fiscal 2009 operating revenues of $54.7 million were
23% higher than fiscal 2005 total operating revenues of
$44.4 million, while fiscal 2009 operating expenses of
$45.8 million were 26% higher than fiscal 2005 operating expenses
of $36.5million.  The authority had projected to increase total
operating revenues during this period (2005-2009) by 54%,
reflecting full implementation of the rate increases.

The authority has put in place a number of solutions to address
the financial challenges of the system, including the replacement
of faulty meters, as well as a comprehensive management audit to
reduce costs.  The most aggressive part of the plan includes
another multi-year rate increase approved by the PUC in March
2009, which will ultimately increase rates by 41.5% between 2009
and 2013.  Two of the rate increases were effective as of April 1,
2009 and August 1, 2009, respectively.  The authority expects to
grow net operating revenue (total operating revenues less
operating expenses) by 75% between 2009 and 2013.

Failure To Meet Rate Covenant On Series 2005 Revenue Bonds:

The authority issued $103 million of revenue bonds in 2005,
representing the authority's maiden venture into the capital
markets.  The indenture governing the bonds pledged the
authority's revenues to the payment of debt service.  This pledge
is bolstered by a covenant to maintain rates at a level where net
revenues exceed annual debt service by 1.25 times.  While the PUC
set rates in 2004 that would have provided for net revenues to
exceed 1.25 times annual debt service, the substantial revenue
losses from the faulty water meters resulted in net revenues
equaling less than 1 times debt service in fiscal 2008 and fiscal
2009.  Debt service on the bonds was paid in both years, by other
revenues legally available to the authority.  Failure to comply
with the rate covenant does not constitute an event of default
under the bond indenture.  According to the bond indenture,
failure to meet the rate covenant requires the authority to engage
a consulting engineer to make recommendations as to a revision of
such system rates, fees and charges or the methods of operations
of the system.  The authority has engaged R.W. Beck as consulting
engineer to provide a Rates and Operation Report, which states
that the authority's actions to date and planned future action, if
implemented, are reasonably expected to provide sufficient net
revenue to meet the rate covenant moving forward.  The Indenture
also requires the authority to maintain a bond reserve fund equal
to maximum annual debt service, which continues to be fully
funded.

The Authority Is The Key Provider Of Services To The Local
Population:

The authority is the largest provider of water and wastewater
services to Guam's civilian population of 178,000.  The water
system serves roughly 95% of the population.  Its water operations
rely exclusively on rainfall, which averages 90 inches per annum
and is driven by the prevailing Pacific tradewinds.  The authority
operates over 200 water facilities and 110 wells to pump the
ground water.  It also relies on 2 natural springs and purchases
from the Navy to maintain adequate supply.  Together, these
sources provide a minimum reliable freshwater supply of roughly 44
MGD.

Daily usage stands well below the supply level of 44 MGD at
roughly 30 MGD, of which approximately 15 MGD is accounted.
System losses and low collection rates have historically been and
continue to be a weakness for the authority.  In 2005 the
authority attempted to reduce system losses through the use of new
water meters, a leak detection program and other remedial
measures, however, in 2008 the authority discovered that the new
water meters were defective, resulting in the significant under-
reporting of water consumption on the island, which had a negative
impact on revenue collection.  The authority has formed a new task
force to repair and replace faulty meters.  It is estimated to
cost between $5 and $7 million for a full replacement of the
entire meter system.

In contrast to the broad reach of the authority's water services,
its wastewater network reaches only 51% of the local population.
The remainder relies on septic tanks and other disposal methods.
The wastewater system is comprised of 300 miles of sewer lines
managed by 77 pumping stations.  The authority's two largest
treatment facilities, Northern District and Agana, have a capacity
of 12 MGD each and provide primary treatment followed by discharge
through ocean outfalls.  The authority has a second treatment
waiver issued by the EPA permitting primary treatment effluent to
be discharged into the ocean.

The authority is governed by the Consolidated Commission on
Utilities, which was formed in January of 2003 and is comprised of
5 elected members who are responsible for managing Guam Water and
Guam Power.  The CCU is charged with adding transparency to the
management component of the authority.  In addition to the CCU,
the Public Utilities Commission, a regulatory board appointed by
the Governor and charged with balancing utility and customer
concerns and approval of system rate increases, adds another layer
of oversight.

Regulatory Record Shows Signs Of Improvement:

The authority has a history of non-compliance with EPA regulation,
particularly the Safe Drinking Water Act and the Clean Water Act,
which has resulted in two consent decrees and a stipulated order
(the latter was issued in 2003).  The stipulated order, which
resulted from non-compliance with the consent decrees, addresses a
broad spectrum of managerial, operational, financial, construction
and rehabilitation requirements to be implemented over a
prescribed period.  The requirements were included in the
authority's 2006 Water and Wastewater Master Plan.  At the time,
the authority estimated that the total cost of the program would
be $222 million over the next three to five years.  A portion of
the authority's outstanding $100.1 million Series 2005 Revenue
Bonds funded projects to comply with the EPA stipulated order.
The authority is currently on track to fully comply with the EPA
and has completed approximately 95% of the projects required under
the stipulated order.

Moody's continues to views the involvement of the EPA through the
stipulated order as a long-term positive development for the
authority.  The public nature of the stipulated order and the
overall benefits to the entire population should marshal support
within the government to take the steps necessary to implement the
capital investment plan.

Guam's Economy Driven By Us Military Presence And Tourism:

Guam is the westernmost territory of the United States of America,
located approximately 6,000 miles southwest of San Francisco,
3,700 miles west-southwest of Honolulu, and 1,500 miles southeast
of Tokyo.  The island encompasses a total land area of
approximately 212 square miles.  Most food and goods are imported,
75% of which are from the U.S. mainland, and the island serves as
a transshipment distribution center for trade among its
neighboring islands in the western Pacific.

Guam has a population of 178,000 and personal income per capita of
approximately $15,000, substantially below the $40,208 of the
United States.  Unemployment in October 2009 was essentially the
same as the United States with an officially reported rate of
10.2%, and reflects a decline in civilian employment opportunities
in recent years as well as the downturn in tourism which has
reduced employment in the service industries.

Tourism revenues and U.S. federal and military spending underpin
the island's economy.  The United States Navy and Air Force have a
substantial presence in Guam.  Total military employment on the
island is currently estimated to be about 18%.  It is anticipated
that this number will rise substantially as the U.S. moves ahead
with plans to increase military presence in Guam, by relocating
military bases from Japan to Guam.

The island's proximity to major Asian cities greatly contributes
to the diversity of the island's population and visitor industry.
However, tourism has experienced declines as a result of the
global economic downturn.  Visitor arrivals to the island has
declined substantially, with the largest decline occurring in
June, when visitor arrivals dropped by 37%.  Tourism could
increase near-term with the rebound of the economy in Japan, whose
visitors account for the majority of annual visits.

Most Recent Rating Action:

The last rating action with respect to Guam Waterworks Authority
was on November 5, 2005, when the rating of Ba2 with a positive
outlook was assigned to its Series 2005 revenue bonds.

Outlook:

The stable outlook reflects the authority's aggressive plan to
combat the financial and operational challenges of the system and
the willingness of the PUC to support additional rate increases.

What could move the rating UP:

-- An established trend of positive financial performance,
    especially cost rationalization

-- Successful implementation of management plan to improve system
    collection and water loss

What could move the rating DOWN:

-- Continued deterioration in financial performance

-- Lack of willingness to raise rates or poor collections in the
    face of higher rates

-- No improvement in system collections, resulting in net
    operating revenues failing to cover debt service

-- Failure to make a debt service payment


GUITAR CENTER: Moody's Gives Negative Outlook; Keeps 'Caa1' Rating
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Guitar
Center Holdings, Inc., to negative from stable.  In addition,
Moody's affirmed all of Guitar Center's existing ratings,
including its Corporate Family Rating of Caa1, Probability of
Default Rating of Caa1, and Speculative Grade Liquidity Rating of
SGL-3.

The change in outlook to negative from stable reflects the
approaching expiration of Guitar Center's ability to defer paying
cash interest on its $375 million Holdco Senior Notes in October
2010 (first interest payment due in April 2011).  "While Moody's
expect Guitar Center to have sufficient cash reserves to fund its
interest expense, the company's ratings could be downgraded if it
is unable to improve its operating performance from current weak
levels" stated Maggie Taylor, Senior Credit officer at Moody's.
"Guitar Center needs to demonstrate that it can support its future
interest expense burden without drawing down on its cash reserves
or borrowing under its revolving credit facility" Taylor added.
Moody's added that ratings could also be downgraded if the
company's liquidity were to deteriorate, or if its probability of
default were to otherwise increase.

The Caa1 Corporate Family Rating reflects Guitar Center's very
weak credit metrics, particularly its interest coverage, as a
result of its very high level of debt.  The rating also
acknowledges Moody's expectation that credit metrics will remain
weak given Moody's view that Guitar Center's sales will remain
pressured by the weak consumer spending environment.  Offsetting
these negative pressures are Guitar Center's leading market
position in the narrow segment of musical instruments sales and
rentals, its well recognized brand name among its core customers,
and its adequate liquidity.

Guitar Center has adequate liquidity provided by its internal
sources of cash and its $375 million asset based revolving credit
facility.  At September 30, 2009, Guitar Center had cash balances
of $55 million.  In addition, Moody's expects Guitar Center to
generate positive free cash flow over the next twelve months.  The
revolving credit facility is only expected to be used for a very
modest level of letters of credit.  Financial covenants under the
revolving credit facility are only tested when availability falls
below 30%.  Moody's expects the company to have ample excess
availability to meet this hurdle.  Guitar Center's term loan also
contains one financial covenant (a maximum net secured leverage
ratio) which contains periodic step downs.  Moody's believes the
company has sufficient cushion to meet this covenant during 2010
but may be at risk for a potential covenant violation during
fiscal year 2011 should operating performance not improve or
should it need to draw down its cash reserves.

These ratings are affirmed and LGD point estimates changed:

For Guitar Center Holdings, Inc.:

* Corporate Family Rating at Caa1;
* Probability of Default Rating at Caa1;
* Speculative Grade Liquidity Rating at SGL-3.

For Guitar Center Inc.:

* Senior secured bank credit facility at B3 (to LGD 3, 35% from
  LGD 3, 36%).

The last rating action on Guitar Center was on September15, 2008
when its Corporate Family Rating and Probability of Default Rating
were downgraded to Caa1 from B3.

Guitar Center, Inc., headquartered in Westlake Village,
California, is the largest musical instrument retailer with 312
stores and a direct response segment which operates its websites.
It operates three distinct musical retail business -- Guitar
Center (about 70% of revenue), Music & Arts (about 7% of revenue),
and Musician's Friend (its direct response subsidiary with 24% of
revenue).  Total revenue is about $2 billion.


HARTFORD MEZZANINE: Fitch Downgrades Ratings on All 2007-1 Notes
----------------------------------------------------------------
Fitch Ratings downgrades all classes of Hartford Mezzanine
Investors I CRE CDO 2007-1 reflecting Fitch's base case loss
expectation of 28.4%.  Fitch's performance expectation
incorporates prospective views regarding commercial real estate
market value and cash flow declines.  A detailed list of rating
actions follows at the end of this release.

HMI I 2007-1 is collateralized by a majority of subordinate
commercial real estate debt (54% of total collateral is either B-
notes or mezzanine loans).  Fitch expects significant losses upon
default for these assets since they are generally highly
leveraged, thin debt classes.  Further, two assets (10.2%) are
currently defaulted, both of which are senior loans secured by
land developments.  Additionally, a B-note (4.9%) is considered to
be a Fitch Loan of Concern since it presents a high risk of
imminent default.  Fitch expects significant losses on these
loans.  Notwithstanding Fitch's performance expectations, the
transaction's senior-most classes maintain investment grade
ratings given their above-average credit enhancement, and the
pool's 40% concentration of senior loans which generally
experience better recoveries upon default than subordinate debt.

HMI I 2007-1 is a $500 million CRE collateralized debt obligation
managed by Hartford Investment Management Company and Key Real
Estate Equity Capital, Inc.  The transaction has a five-year
reinvestment period during which principal proceeds may be used to
invest in substitute collateral.  The reinvestment period ends in
August 2012.  The overcollateralization and interest coverage
ratios of all classes have remained above their covenants, as of
the November 2009 trustee report.  However, due to par haircuts
associated with the defaulted assets, the OC ratios currently have
thin cushions over their covenants.

As of the November 2009 trustee report and per Fitch
categorizations, the CDO was substantially invested: CRE mezzanine
loans (41.8%), whole loan/A-notes (40.4%), B-notes (11.7%), and
commercial mortgage-backed securities (CMBS; 4.9%).

Under Fitch's updated methodology, approximately 41.7% of the
portfolio is modeled to default in the base case stress scenario,
defined as the 'B' stress.  In this scenario, the modeled average
cash flow decline is 11.6% from third-quarter 2009 trailing-12-
month cash flows.  Fitch estimates that average recoveries will be
low at 31.8%, due to the significant concentration of subordinated
assets.

The largest component of Fitch's base case loss expectation is a
B-note (4.9%) secured by a multifamily property located in
Maryland.  The sponsor's plan was to significantly increase rental
income after extensive property upgrades; however, due to a market
downturn this plan has not been fully realized to date.  The
property's cash flow is not sufficient to cover debt service for
the entire debt stack and the loan's interest reserve is almost
depleted.  Fitch expects this loan to default under its modeled
base case scenario.

The next largest component of Fitch's base case loss expectation
is a defaulted whole loan (5.5%) secured by a resort development
located in the Northwestern United States.  The sponsor's plan
called for the development and sale of lots, condos, and town
homes.  The loan defaulted in December 2008 after lot sales failed
to materialize amid the economic downturn.  Negotiations for a
loan restructuring are ongoing, and Fitch expects a significant
loss.

The third largest component of Fitch's base case loss expectation
is a defaulted A-note (4.7%) secured by a land assemblage located
in Los Angeles, California.  The property is entitled for the
development of office, production and sound stage space, and the
original plan was to develop and sell improved portions.  The loan
matured in July 2009 and was not repaid.  The property is being
marketed for sale, and substantial losses are expected.

This transaction was analyzed according to the 'U.S.  CREL CDO
Surveillance Criteria,' which applies stresses to property cash
flows and uses debt service coverage ratio tests to project future
default levels for the underlying portfolio.  Recoveries are based
on stressed cash flows and Fitch's long-term capitalization rates.
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 CDOs'.
Based on this analysis, the breakeven rates for classes A-1
through J are generally consistent with the 'A' through 'B' rating
categories, respectively.

The rating for class K is based on a deterministic analysis, which
considers the current percentage of defaulted assets factoring in
anticipated recoveries relative to the class's credit enhancement.
Based on this analysis, class K is consistent with the 'CCC'
rating category, meaning default is a real possibility given
current defaulted assets of 10.2% and Fitch's base case loss
expectation of 28.4%.

Classes A-1 through J were each assigned a Negative Rating Outlook
reflecting Fitch's expectation of further negative credit
migration of the underlying collateral.  These classes were also
assigned Loss Severity ratings of 'LS4' for class A-1, and 'LS5'
for classes A-2 through J.  The LS ratings indicate each tranche's
potential loss severity given default, as evidenced by the ratio
of tranche size to the expected loss for the collateral under the
'B' stress.  LS ratings should always be considered in conjunction
with probability of default indicated by a class' long-term credit
rating.  Fitch does not assign Rating Outlooks or LS ratings to
classes rated 'CCC' or lower.

Class K was assigned a Recovery Rating to provide a forward-
looking estimate of recoveries on currently distressed or
defaulted structured finance securities.  Recovery Ratings are
calculated using Fitch's cash flow model, and incorporate Fitch's
current 'B' stress expectation for default and recovery rates
(41.7% and 31.8%, respectively), the 'B' stress US$ LIBOR up-
stress, and a 24-month recovery lag.  All modeled distributions
are discounted at 10% to arrive at a present value and compared to
the class's tranche size to determine a Recovery Rating.  The
assignment of 'RR6' to class K reflects the fact that its modeled
recovery is less than 10% of its principal balance.

Fitch has downgraded, assigned Rating Outlooks, LS and Recovery
ratings to these classes:

  -- $137,500,000 class A-1 to 'A/LS4' from 'AAA'; Outlook
     Negative;

  -- $50,000,000 class A-2 to 'BBB/LS5' from 'AAA'; Outlook
     Negative;

  -- $52,500,000 class A-3 to 'BBB/LS5' from 'AAA'; Outlook
     Negative;

  -- $35,000,000 class B to 'BB/LS5' from 'AA'; Outlook Negative;

  -- $10,000,000 class C to 'BB/LS5' from 'A+'; Outlook Negative;

  -- $10,000,000 class D to 'BB/LS5' from 'A'; Outlook Negative;

  -- $15,000,000 class E to 'BB/LS5' from 'A-'; Outlook Negative;

  -- $25,000,000 class F to 'BB/LS5' from 'BBB+'; Outlook
     Negative;

  -- $20,000,000 class G to 'B/LS5' from 'BBB'; Outlook Negative;

  -- $21,250,000 class H to 'B/LS5' from 'BBB-'; Outlook Negative;

  -- $23,750,000 class J to 'B/LS5' from 'BB'; Outlook Negative;

  -- $38,750,000 class K to 'CCC/RR6' from 'B'.

Additionally, all classes are removed from Rating Watch Negative.


IRVINGTON SCDO: S&P Downgrades Ratings on Two 2004-1 Notes
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-1-L1 and B-1F notes issued by Irvington SCDO 2004-1 Ltd.,
a synthetic collateralized debt obligation of investment-grade
corporate bonds transaction, to 'D'.  S&P also withdrew its 'B-'
ratings on the A-3L and A-3L1 notes from this deal.  The ratings
on all four classes were previously on CreditWatch with negative
implications.

The rating withdrawals follow the complete paydown of the notes.
The lowered ratings follow a number of write-downs of underlying
reference entities, which have caused the classes of notes to
incur principal losses.

       Ratings Lowered And Removed From Creditwatch Negative


                    Irvington SCDO 2004-1 Ltd.

                   Rating                       Balance (mil.)
                   ------                       --------------
Class           To     From                Current      Previous
-----           --     ----                -------      --------
B1-L1           D      CCC-/Watch Neg         0.00         0.500
B-1F            D      CCC-/Watch Neg         0.00         0.500

                         Ratings Withdrawn

                    Irvington SCDO 2004-1 Ltd.

                   Rating                       Balance (mil.)
                   ------                       --------------
Class           To     From                Current      Previous
-----           --     ----                -------      --------
A-3L           NR     B-/Watch Neg           0.00          33.0
A-3L1          NR     B-/Watch Neg           0.00          19.5

                          NR - Not rated.


JPMORGAN CHASE: S&P Downgrades Ratings on 15 2006-CIBC16 Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 15
classes of commercial mortgage-backed securities from JPMorgan
Chase Commercial Mortgage Securities Trust 2006-CIBC16 and removed
them from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on nine classes from the same
transaction.

The downgrades follow S&P's analysis of the transaction using its
U.S. conduit and fusion CMBS criteria, which was the primary
driver of the rating actions.  The downgrades of the subordinate
and mezzanine classes also reflect credit support erosion S&P
anticipate will occur upon the eventual resolution of several
specially serviced loans.  S&P's analysis included a review of the
credit characteristics of all of the loans in the pool.  Using
servicer-provided financial information, S&P calculated an
adjusted debt service coverage of 1.39x and a loan-to-value ratio
of 106.0%.  S&P further stressed the loans' cash flows under S&P's
'AAA' scenario to yield a weighted average DSC of 0.90x and an LTV
of 141.2%.  The implied defaults and loss severity under the 'AAA'
scenario were 85.6% and 36.5%, respectively.  All of the DSC and
LTV calculations S&P noted above exclude six ($76.0 million, 3.6%)
of the 10 specially serviced loans.  S&P separately estimated
losses for these specially serviced loans, which S&P included in
its 'AAA' scenario implied default and loss figures.

The affirmations of the ratings on the principal and interest
certificates reflect subordination levels that are consistent with
the outstanding ratings.  S&P affirmed its ratings on the class X-
1 and X-2 interest-only certificates based on its current
criteria.  S&P published a request for comment proposing changes
to its IO criteria on June 1, 2009.  After S&P finalize its
criteria review, S&P may revise its IO criteria, which may affect
outstanding ratings, including the ratings on the IO certificates
that S&P affirmed.

                      Credit Considerations

As of the November 2009 remittance report, 10 loans
($102.6 million, 4.8%) in the pool were with the special servicer,
Midland Loan Services Inc.  A breakdown of the specially serviced
loans by payment status is: one is in its grace period (0.3%), one
is 30 days delinquent (0.6%), one is 60 days delinquent (0.3%),
six are 90-plus days delinquent (3.3%), and one is current (0.4%).

The largest loan with Midland is the Avalon and River Oaks
Apartments Portfolio loan ($28.3 million, 1.3%).  This loan was
transferred to the special servicer on April 24, 2009, due to
payment default and is more than 90 days delinquent.  The loan is
secured by two apartment complexes totaling 523 units in Columbus,
Ohio.  Midland is currently reviewing a discounted payoff offer
for the properties.  S&P expects a significant loss upon the
eventual resolution of this loan.

The second-largest loan with Midland is the American Garment
Center loan ($14.8 million, 0.7%).  This loan was transferred to
the special servicer on March 13, 2009, due to payment default and
is more than 90 days delinquent.  The loan is secured by a 40,952-
sq.-ft. retail center in Los Angeles, Calif.  Midland has
appointed a receiver to take control of this asset.  S&P expects a
significant loss upon the eventual resolution of this loan.

Each of the remaining eight specially serviced loans accounts for
less than 0.7% of the pool balance.

                       Transaction Summary

As of the November 2009 remittance report, the collateral pool had
an aggregate trust balance of $2.12 billion, which is
approximately 98.7% of the balance at issuance.  The pool consists
of 120 loans, which is unchanged since issuance.  The master
servicer for the transaction is Capmark Finance Inc., which
provided financial and other loan performance data that S&P used
in S&P's review.  Capmark Financial Group Inc., the master
servicer's parent, filed for Chapter 11 bankruptcy protection on
Oct. 25, 2009.  If S&P remove Capmark from the Select Servicer
List at some point in the future and it is not replaced with an
approved master servicer, it could result in a downgrade,
qualification, or withdrawal of the ratings on this transaction.
It is also possible that fees and expenses associated with the
bankruptcy filing could affect the trust and prompt future rating
actions.

Capmark provided financial information for 98.4% of the pool;
96.3% of the financial information was full-year 2008 data or
interim 2009 data.  S&P calculated a weighted average DSC of 1.40x
for the pool based on the reported figures.  S&P's adjusted DSC
and LTV were 1.39x and 106.0%, respectively.  S&P's adjusted
figures exclude six of the 10 specially serviced loans.  S&P
estimated losses separately for these loans ($76.0 million, 3.6%),
which had a weighted average servicer-reported DSC of 1.18x.
Twenty-five loans ($305.4 million, 14.4%) are on Capmark's
watchlist, including one of the top 10 loans, which S&P discuss
below.  Twenty-five loans ($356.5 million, 16.8%) have a reported
DSC of less than 1.10x, and 16 of these loans ($227.8 million,
10.7%) have a reported DSC of less than 1.0x.  The transaction has
not experienced any losses to date.

                     Summary Of Top 10 Loans

The top 10 exposures have an aggregate outstanding balance of
$1.08 billion (51.0%).  Using servicer-reported numbers, S&P
calculated a weighted average DSC of 1.45x for the top 10 loans.
One of the top 10 loans ($92.7 million, 4.4%) appears on Capmark's
watchlist.  S&P's adjusted DSC and LTV for the top 10 loans are
1.42x and 106.1%, respectively.

The Sequoia Plaza loan ($92.7 million, 4.4%) is the fourth-largest
loan in the pool and the largest loan on the watchlist.  The loan
was current in its debt service payments as of the November 2009
remittance report.  The loan is secured by three four-story office
buildings totaling 370,638 sq. ft. in the Arlington, Va., central
business district.  The loan appears on Capmark's watchlist due to
a low reported DSC, low occupancy, and expiring tenants.  Based on
net cash flow, the reported DSC was 0.90x through June 2009, up
from 0.74x at year-end 2008 but down from 1.30x at issuance.  A
new tenant has signed a lease for 40% of the net rentable area,
which is scheduled to commence in September 2010.

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

       Ratings Lowered And Removed From Creditwatch Negative

  JPMorgan Chase Commercial Mortgage Securities Trust 2006-CIBC16
          Commercial mortgage pass-through certificates

                 Rating
                 ------
      Class     To     From            Credit enhancement (%)
      -----     --     ----            ----------------------
      A-M       A      AAA/Watch Neg                   20.26
      A-J       BBB-   AAA/Watch Neg                   12.28
      B         BB+    AA/Watch Neg                    10.38
      C         BB     AA-/Watch Neg                    9.62
      D         BB-    A/Watch Neg                      8.23
      E         B+     A-/Watch Neg                     6.96
      F         B+     BBB+/Watch Neg                   5.57
      G         B      BBB/Watch Neg                    4.30
      H         B-     BBB-/Watch Neg                   3.17
      J         CCC+   BB+/Watch Neg                    2.91
      K         CCC    BB/Watch Neg                     2.41
      L         CCC-   BB-/Watch Neg                    2.03
      M         CCC-   B+/Watch Neg                     1.90
      N         CCC-   B/Watch Neg                      1.65
      P         CCC-   B-/Watch Neg                     1.39

                         Ratings Affirmed

JPMorgan Chase Commercial Mortgage Securities Trust 2006-CIBC16
          Commercial mortgage pass-through certificates

            Class     Rating    Credit enhancement (%)
            -----     ------    ----------------------
            A-1       AAA                        30.38
            A-2       AAA                        30.38
            A-3FL     AAA                        30.38
            A-3B      AAA                        30.38
            A-4       AAA                        30.38
            A-SB      AAA                        30.38
            A-1A      AAA                        30.38
            X-1       AAA                          N/A
            X-2       AAA                          N/A

                       N/A - Not applicable.


LB-UBS COMMERCIAL: S&P Downgrades Ratings on 19 2006-C4 Securities
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 19
pooled classes of commercial mortgage-backed securities from LB-
UBS Commercial Mortgage Trust 2006-C4 and removed them from
CreditWatch with negative implications.  In addition, S&P affirmed
its ratings on five pooled classes and 14 nonpooled classes of
certificates from this transaction.

The downgrades follow S&P's analysis of the transaction using its
U.S. conduit and fusion CMBS criteria, which was the primary
driver of the rating actions.  S&P's analysis included a review of
the credit characteristics of all of the loans in the pool.  Using
servicer-provided financial information and excluding loans that
S&P considers credit concerns, S&P calculated an adjusted debt
service coverage of 1.34x and a loan-to-value ratio of 113.37%.
S&P further stressed the loans' cash flows under S&P's 'AAA'
scenario to yield a weighted average DSC of 1.01x and an LTV of
151.58%.  The implied defaults and loss severity under the 'AAA'
scenario were 80.8% and 40.44%, respectively.  The DSC and LTV
calculations excluded 13 specially serviced loans ($147.9 million,
7.6%) and one credit-impaired loan ($6.4 million, 0.33%).  S&P
separately estimated losses for these loans, which S&P included in
the 'AAA' scenario implied default and loss figures.

The affirmations of the pooled principal and interest classes
reflect subordination levels that are consistent with the
outstanding ratings.  The affirmations of the "SBC" raked
nonpooled certificates reflect S&P's analysis of the Sturbridge
Commons loan.  The "SBC" certificates derive 100% of their cash
flows from the "SBC" junior participation, which S&P discuss in
detail below.

S&P affirmed its rating on the interest-only classes based on its
current criteria.  S&P published a request for comment proposing
changes to the IO criteria on June 1, 2009.  After S&P finalize
its criteria review, S&P may revise its current IO criteria, which
may affect outstanding ratings, including the rating on the IO
certificates S&P affirmed.

                      Credit Considerations

Fifteen loans ($161.4 million, 8.3%) in the pool, including the
seventh- and 10th-largest loans, are with the special servicer,
CW Capital Asset Management LLC.  The payment statuses of the
specially serviced loans are: one loan is in foreclosure
($7.0 million); 11 loans are 90-plus-days delinquent
($82.4 million); two loans are 60 days delinquent ($61.1 million);
and one loan ($10.9 million) is less than 30 days delinquent.  One
loan has an appraisal reduction amount in effect totaling
$1.5 million.  The seventh- and 10th-largest loans in the pool
have balances greater than 1% of the total pool balance, and S&P
discuss them in detail below.  The remaining 13 loans have
balances that individually represent less than 1% of the total
pool balance.

                       Transaction Summary

As of the November 2009 remittance report, the collateral pool has
an aggregate trust balance of $1.9 billion, which is approximately
98.5% of the aggregate trust balance at issuance.  There are 143
loans in the pool, down from 145 at issuance.  The master servicer
for the transaction is Wachovia National Bank N.A.  The master
servicer provided financial information for 99.6% of the loans,
and 96.4% of the servicer-provided information was full-year 2008
or interim-2009 data.  S&P calculated a weighted average DSC of
1.38x for the loans based on the reported figures.  S&P's adjusted
DSC and LTV were 1.34x and 113.37%, respectively.  The DSC and LTV
calculations excluded 13 of the specially serviced loans
($147.9 million, 7.6%) and one credit-impaired loan ($6.4 million,
0.33%) for which S&P separately estimated losses.  The DSC for the
excluded loans was 0.99x based on the servicer-reported numbers.
The transaction has not experienced any principal losses to date.
Twenty-nine loans ($141.3 million, 7.2%) are on the master
servicer's watchlist.  Twenty-three loans ($205.2 million, 10.5%)
have reported DSC below 1.10x, and 19 of these loans
($117.9 million, 6%) have reported DSC of less than 1.0x.

                     Summary of Top 10 Loans

The top 10 loan exposures have an aggregate outstanding balance of
$1.0 billion (53.7%).  Using servicer-reported numbers, S&P
calculated a weighted average DSC of 1.41x for the top 10 loans.
S&P's adjusted DSC and LTV for the top 10 loans were 1.33x and
117.4%, respectively.

The Rivergate Plaza office loan is the seventh-largest exposure in
the pool and the largest exposure with the special servicer.  The
loan has an outstanding balance of $58.5 million (3%).  The loan
was transferred to the special servicer in September 2009 due to a
payment default.  The loan is secured by an 11-story office
building and two interconnected four-story office buildings
containing an aggregate of 302,058 sq. ft.  The property was built
between 1973 and 1976 and is in Miami, Fla.  Occupancy was 76% as
of a rent roll dated Aug. 31, 2009, and the DSC was 1.03x as of
March 31, 2009.  Standard & Poor's expects a moderate loss upon
the resolution of this loan.

The Belmont at Cowan Place multifamily loan is the 10th-largest
exposure in the pool and the second-largest exposure with the
special servicer.  The loan has an outstanding balance of
$32.8 million (2%) and was transferred to the special servicer in
July 2009 due to a payment default.  The loan is secured by a 300-
unit multifamily property built in 1987 in Fredericksburg, Va.
Occupancy was 76% as of a rent roll dated June 30, 2009, and the
DSC was 0.85x as of June 30, 2009.  Standard & Poor's expects a
moderate loss upon the resolution of this loan.

                    The Sturbridge Commons Loan

As mentioned above, the affirmation of the ratings on the "SBC"
certificates reflect S&P's analysis of the Sturbridge Commons
multifamily loan.  This loan has a pooled trust balance of
$11.6 million (1%) and a whole-loan balance of $25.3 million.  The
whole loan consists of an $11.6 million senior participation and a
$13.7 million junior participation.  The 14 "SBC" raked
certificates derive 100% of their cash flows from the "SBC" junior
participation.  The loan is secured by a fee interest in a 360-
unit multifamily property in Montgomery, Alabama.  For the year-
to-date period ended June 30, 2009, DSC was 1.24x and occupancy
was 91.4%.

Standard & Poor's stressed the loans with the special servicer and
the remaining loans in the pool according to S&P's updated
conduit/fusion criteria.  The resultant credit enhancement levels
support the lowered and affirmed ratings.

       Ratings Lowered And Removed From Creditwatch Negative

        LB-UBS Commercial Mortgage Trust 2006-C4 (Pooled)
          Commercial mortgage pass-through certificates

                  Rating
                  ------
     Class     To        From           Credit enhancement (%)
     -----     --        ----           ----------------------
     A-4       AA-       AAA/Watch Neg                   30.00
     A-1A      AA-       AAA/Watch Neg                   30.00
     A-M       BBB+      AAA/Watch Neg                   21.38
     A-J       BB+       AAA/Watch Neg                   13.36
     B         BB        AA+/Watch Neg                   12.43
     C         BB-       AA/Watch Neg                    11.09
     D         B+        AA-/Watch Neg                   10.16
     E         B+        A+/Watch Neg                     9.36
     F         B         A/Watch Neg                      8.02
     G         B         A-/Watch Neg                     6.95
     H         B-        BBB+/Watch Neg                   6.15
     J         CCC+      BBB/Watch Neg                    4.68
     K         CCC       BBB-/Watch Neg                   3.21
     L         CCC       BB+/Watch Neg                    2.81
     M         CCC-      BB/Watch Neg                     2.27
     N         CCC-      BB-/Watch Neg                    2.00
     P         CCC-      B+/Watch Neg                     1.60
     Q         CCC-      B/Watch Neg                      1.34
     S         CCC-      B-/Watch Neg                     1.07

                         Ratings Affirmed

        LB-UBS Commercial Mortgage Trust 2006-C4 (Pooled)
          Commercial mortgage pass-through certificates

             Class     Rating   Credit enhancement (%)
             -----     ------   ----------------------
             A-1       AAA                       30.00
             A-2       AAA                       30.00
             A-3       AAA                       30.00
             A-AB      AAA                       30.00
             X         AAA                         N/A

       LB-UBS Commercial Mortgage Trust 2006-C4 (Non-Pooled)
          Commercial mortgage pass-through certificates

             Class     Rating   Credit enhancement (%)
             SBC-1     AA                          N/A
             SBC-2     AA-                         N/A
             SBC-3     A+                          N/A
             SBC-4     A                           N/A
             SBC-5     A-                          N/A
             SBC-6     BBB+                        N/A
             SBC-7     BBB                         N/A
             SBC-8     BBB-                        N/A
             SBC-9     BB+                         N/A
             SBC-10    BB                          N/A
             SBC-11    BB-                         N/A
             SBC-12    B+                          N/A
             SBC-13    B                           N/A
             SBC-14    B-                          N/A

                       N/A - Not applicable.


LB-UBS COMMERCIAL: S&P Downgrades Ratings on Four 2005-C7 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2005-C7.

The downgrades reflect interest shortfalls that have occurred for
the past nine months.  S&P downgraded the class N, P, and Q
certificates to 'D' because S&P expects the cumulative interest
shortfalls on these classes to remain outstanding for an extended
period of time.

The downgrade of the class M certificates to 'CCC-' from 'CCC+'
reflects S&P's expectation that the class' current outstanding
cumulative interest shortfall of $262,863 will be repaid over the
next several months.  Class M had received $63,305 of the
outstanding interest shortfall as of the last remittance date.  If
the repayment of the accumulated interest shortfalls takes longer
than S&P currently anticipate, S&P will lower the rating to 'D'.
S&P will reevaluate lowering the rating to 'D' as necessary.

The downgrades consider recurring interest shortfalls resulting
from appraisal subordinate entitlement reductions totaling $19,753
that are in effect for one of the nine loans ($77.6 million; 3.4%)
currently with the special servicer, Midland Loan Services Inc.
S&P also believes that additional ASERs could go into effect for
several of the remaining specially serviced loans in the near
future, which may increase the monthly interest shortfalls.

The cumulative interest shortfalls across the four classes total
$1.9 million.  They are primarily due to the recovery of advances
made by the master servicer, Wachovia Bank N.A.  The advances
Wachovia made relate to the Embassy Manor Apartments loan, which
was previously with Midland, and was liquidated as of the
April 17, 2009, remittance report for a full principal loss of
$8.6 million.

As of the Nov. 18, 2009, remittance report, nine loans were with
Midland, which totaled $77.6 million (3.4%).  A breakdown of the
specially serviced loans by payment status is: three loans are
more than 90 days delinquent ($17.7 million, 0.8%), two are 30-
plus-days delinquent ($5.2 million, 0.2%), three are less than 30
days delinquent ($50.9 million, 2.2%), and one is current
($3.9 million, 0.2%).  Four of the specially serviced loans have
appraisal reduction amounts in effect totaling $13.1 million.
However, only one of the loans had an ASER in effect.

The Turtle Bay loan ($5.4 million, 0.2%) is secured by a 174?unit
manufactured housing property in Syracuse, N.Y.  The loan was
transferred to Midland due to payment default.  The loan is 90-
plus-days delinquent.  Midland appointed a receiver in August
2009.  An ARA totaling $4.2 million is in effect for this loan.
As of Nov. 18, 2009, the ASER was $19,735, and the cumulative ASER
was $55,432.

Details of the three largest loans with Midland as reported in the
Nov. 18, 2009, remittance report, were:

The Sarasota Main Plaza loan is the largest loan with Midland and
has an outstanding principal balance of $36 million (1.6%).  The
loan was transferred to the special servicer due imminent default
and is less than 30 days delinquent.  The loan is secured by a
253,000-sq.-ft. mixed-use office/retail building in Sarasota, Fla.
The borrower has requested forbearance due to tenant rent
reductions the borrower felt was necessary in order to maintain
occupancy.  As of the six months ended June 30, 2009, occupancy
was 88% and the DSC was 1.30x.

The Silver Blue Lake Apartments loan ($11.5 million, 0.5%) is the
second-largest loan with the special servicer.  The loan was
transferred to Midland in January 2009 and is less than 30 days
delinquent.  The property comprises a 239-unit multifamily
property built in 1964 in Miami, Fla.  An ARA totaling
$6.15 million is in effect for this loan.  There was no ASER as of
Nov. 18, 2009, because the borrower has repaid outstanding debt
service and has kept payments current.

The Westminster Apartments loan has an outstanding principal
balance of $10.2 million (0.4%) and is secured by a 438-unit
multifamily property in Greenwood, Ind.  The loan was transferred
to Midland due to payment default and is 90-plus-days delinquent.
Midland has appointed a receiver at the property; the receiver is
in the process of assessing the property conditions and
operations.  As of the six months ended June 2009, occupancy was
89% and the DSC was 0.36x.

                         Ratings Lowered

             LB-UBS Commercial Mortgage Trust 2005-C7
          Commercial mortgage pass-through certificates

                    Rating
                    ------
         Class  To           From   Credit enhancement (%)
         -----  --           ----   ----------------------
         M      CCC-         CCC+                     1.07
         N      D            CCC+                     0.94
         P      D            CCC+                     0.81
         Q      D            CCC                      0.55


LNR CDO: Fitch Downgrades Ratings on 12 Classes of Notes
--------------------------------------------------------
Fitch Ratings has downgraded 12 classes issued by LNR CDO V as a
result of all available interest proceeds being distributed to the
interest rate hedge counterparty as hedge termination payments and
the continued credit deterioration of the underlying collateral.
A complete list of rating actions follows at the end of this
release.

On the Nov. 27, 2009 payment date, the class A and B notes did not
receive interest distributions as a result of the partial payment
of the interest rate hedge termination amount that is senior in
priority to the class A notes.  On Dec. 3, 2009 the trustee
declared an event of default due to non-payment of full and timely
accrued interest to the class A and B notes.

On the Oct. 26, 2009 payment date, interest proceeds were
insufficient to pay the hedge payments in full.  Consequently, the
hedge provider opted to terminate the hedge agreement.  The hedge
termination payments total $53.2 million.  Per the transaction
documents, the asset manager is required to use reasonable efforts
to seek a replacement hedge.  In Fitch's view, the market payment
for such a replacement hedge would be significantly lower than the
existing hedge termination payment.  The current period's
available interest proceeds were $1.4 million.  Therefore, it is
likely that the class A notes interest distribution will not be
paid for at least several months while the hedge termination
payment is being paid, even if it is partially offset by a
replacement hedge payment.

Fitch rates classes A and B to the timely receipt of interest and
has therefore downgraded these classes to 'D'.  Noteholders had
not given direction to accelerate the notes or liquidate the
portfolio at the time of this review.  This transaction was
analyzed under the framework described in the report 'Global
Rating Criteria for Structured Finance CDOs' using the Portfolio
Credit Model for projecting future default levels for the
underlying portfolio.  The degree of correlated default risk of
this collateral is high given the CMBS and vintage concentrations.
Further, in its review, Fitch analyzed the structure's sensitivity
to the default of the distressed collateral ('CCC' category and
lower) and assets that are experiencing interest shortfalls
(62.3%).  The entire collateral pool is rated below investment
grade, with 83.8% of the portfolio with a Fitch derived rating in
the 'CCC' category or lower, compared to 71.7% at Fitch's last
rating action in February 2009.

Fitch's loss expectation exceeds the credit enhancement available
to all classes.  Given the high probability of default of the
underlying assets and the expected limited recovery prospects upon
default, classes C through L have been downgraded to 'C',
indicating that default is inevitable at maturity.

LNR CDO V is collateralized by all or a portion of 114 classes of
fixed-rate 2006 vintage CMBS in 22 separate underlying
transactions.  Approximately 34% of the collateral currently is
not rated and represents the first loss position of the respective
underlying CMBS transaction.  All underlying classes are thin,
junior tranches that are susceptible to losses in the near-term.

Fitch has downgraded these classes:

  -- $170,484,000 class A notes to 'D' from 'B'; Outlook
     Negative';

  -- $89,826,000 class B notes to 'D' from 'CCC';

  -- $15,000,000 class C-FX notes to 'C' from 'CC';

  -- $51,989,000 class C-FL notes to 'C' from 'CC';

  -- $35,778,000 class D notes to 'C' from 'CC';

  -- $35,017,000 class E notes to 'C' from 'CC';

  -- $35,017,000 class F notes to 'C' from 'CC';

  -- $15,224,000 class G notes to 'C' from 'CC';

  -- $35,017,000 class H notes to 'C' from 'CC';

  -- $56,332,000 class J notes to 'C' from 'CC';

  -- $25,121,000 class K notes to 'C' from 'CC';

  -- $20,553,000 class L notes to 'C' from 'CC'.


LNR CDO: Moody's Downgrades Ratings on 12 Classes of Notes
----------------------------------------------------------
Moody's Investors Service downgraded 12 classes and placed two
classes of Notes issued by LNR CDO V LTD.  on review for possible
further downgrade due to an Event of Default caused by the non-
payment of interest on Non-PIKable classes, deterioration in the
credit quality of the underlying portfolio, and the uncertainty
surrounding potential collateral liquidation in the current
distressed environment.  The rating action is the result of
Moody's on-going surveillance of commercial real estate
collateralized debt obligation transactions.

LNR CDO V LTD. is a collateralized debt obligation backed by 100%
2006 vintage commercial mortgage backed securities debt.  As of
the November 27, 2009 payment date, the collateral par amount is
$750.0 million, representing an $11.2 million decrease since
securitization due to realized losses to the collateral pool.

As of the October 26, 2009 payment date, interest shortfalls from
the underlying collateral resulted in the Hedge C interest swap
payment not being paid in full, which triggered the early
termination of all three interest swap agreements.  As of the
November 27, 2009 payment date, the Trustee reported that 100% of
the collateral was classified as Impaired Securities and total
interest proceeds were only 43% of what was expected.  Currently,
the total amount of the termination payments on the interest swaps
due after the November 2009 payment is $51.8 million which is
broken down: Hedge A swap - $14.6 million; Hedge B swap - $16.0
million; Hedge C swap - 21.3 million.  The interest swaps
termination payment amounts and their payment priorities in the
distribution waterfall resulted in the non-payment of interest on
all Moody's rated classes, including the Non-PIKable classes:
Class A Notes and Class B Notes.

As provided in Article V of the Indenture, during the occurrence
and continuance of an Event of Default, the Controlling Class of
the transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes, including liquidation.  Moody's notes that the
transaction is exposed to commercial mortgage backed securities
assets which all have low speculative-grade ratings.  The type of
assets has shown depressed market valuations recently which could
lead to significant low recovery rates were a sale and liquidation
of the collateral to occur.

The downgrade action reflects the increased expected loss
associated with all rated classes due to the non-payment of
interest and the diminished credit quality on the underlying
portfolio.  In addition, Class A Notes and Class B Notes are being
placed under review for possible further downgrade due the
uncertainty surrounding the potential for the Trustee to be
directed to liquidate the collateral.

Moody's rating action is:

  -- Cl. A, Downgraded to Caa2 and Placed Under Review for
     Possible Downgrade; previously on Mar 9, 2009 Downgraded to
     Ba3

  -- Cl. B, Downgraded to Caa3 and Placed Under Review for
     Possible Downgrade; previously on Mar 9, 2009 Downgraded to
     B2

  -- Cl. C-FX, Downgraded to C; previously on Mar 9, 2009
     Downgraded to Caa1

  -- Cl. C-FL, Downgraded to C; previously on Mar 9, 2009
     Downgraded to Caa1

  -- Cl. D, Downgraded to C; previously on Mar 9, 2009 Downgraded
     to Caa3

  -- Cl. E, Downgraded to C; previously on Mar 9, 2009 Downgraded
     to Caa3

  -- Cl. F, Downgraded to C; previously on Mar 9, 2009 Downgraded
     to Caa3

  -- Cl. G, Downgraded to C; previously on Mar 9, 2009 Downgraded
     to Caa3

  -- Cl. H, Downgraded to C; previously on Mar 9, 2009 Downgraded
     to Caa3

  -- Cl. J, Downgraded to C; previously on Mar 9, 2009 Downgraded
     to Caa3

  -- Cl. K, Downgraded to C; previously on Mar 9, 2009 Downgraded
     to Caa3

  -- Cl. L, Downgraded to C; previously on Mar 9, 2009 Downgraded
     to Caa3

Moody's monitors transactions on both a monthly basis through a
review of the available Trustee Reports and a periodic basis
through a full review.  Moody's prior review is summarized in a
press release dated March, 9 2009.


LNR CDO: S&P Downgrades Ratings on 12 Classes of 2007-1 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 12
classes from LNR CDO V's series 2007-1, which is a commercial real
estate collateralized debt obligation.

The downgrades reflect liquidity interruptions to the transaction
after the outstanding classes did not receive interest according
to the trustee remittance report dated Nov. 23, 2009.  Classes A
and B are nondeferrable interest classes and they have each missed
interest payments, which resulted in an event of default under the
transaction's indenture.  The trustee delivered an EOD notice on
Dec. 3, 2009.

S&P lowered the ratings on classes A and B to 'D' in accordance
with S&P's revised criteria for CDO transactions that have
triggered an EOD and may be subject to acceleration or
liquidation.

S&P lowered the ratings on the 10 subordinate classes to 'CC'
because the interest due to the classes may be deferred for many
years following the EOD.  S&P believes these classes will likely
experience principal losses during this time due to principal
losses on the underlying commercial mortgage-backed securities
collateral.

According to Bank of America N.A., the trustee for the
transaction, LNR CDO V experienced an EOD under section 5.1 (a) of
its indenture.  The notice indicates that an EOD "will occur upon
a default for four business days in the payment, when due and
payable, of any interest on any class A note or any class B note.
On Dec. 3, 2009, the trustee became aware that a default in the
payment of interest on the class A notes and the class B notes had
continued for four business days."

It is S&P's understanding that the liquidity interruption was the
result of the termination of the transaction's three hedges under
the governing hedge documents following an uncured default on one
of the hedges.  The default on the hedge occurred because the
underlying CMBS collateral for LNR CDO V did not produce
sufficient interest proceeds to pay the full amount due to the
counterparty for the hedge.  The termination of the three hedges
triggered termination payments totaling $53.2 million to the
counterparty.  According to the transaction's indenture and
payment waterfall, the termination payments to the hedge
counterparty are made before any interest or principal proceeds
are made available to the classes subordinate to the class B
notes.

According the most recent trustee remittance report, the interest
proceeds available to pay the termination payments totaled
$1.4 million.  However, the amount available each period has
steadily declined during each over the past six months from
$2.4 million in interest proceeds that was available as of the
May 20, 2009, trustee remittance report.  Accordingly, the
termination payments may not be paid in full for several years.
Classes A and B will likely not receive full principal and
interest payments for an extended period of time.

The interest payments on the remaining classes will be deferred
for a much longer period of time.  If an acceleration of LNR CDO V
occurs, available transaction proceeds will likely repay the
principal balances of classes A ($170.5 million) and B
($89.8 million) once they are available.

According to the Nov. 23, 2009, trustee remittance report, LNR CDO
V's current assets included 114 classes ($750 million, 100%) of
pass-through certificates from 22 distinct CMBS transactions
issued in 2006.  All of the current CMBS assets have ratings or
credit estimates that are below investment-grade, including
$254.8 million (34%) first-loss, unrated CMBS assets from 12
distinct CMBS transactions.

      Ratings Lowered And Removed From Creditwatch Negative

                            LNR CDO V
          Collateralized debt obligations series 2007-1

                            Rating
                            ------
          Class    To                   From
          -----    --                   ----
          A        D                    BBB+/Watch Neg
          B        D                    BB+/Watch Neg
          C-FX     CC                   BB-/Watch Neg
          C-FL     CC                   BB-/Watch Neg
          D        CC                   B/Watch Neg
          E        CC                   CCC+/Watch Neg
          F        CC                   CCC-/Watch Neg
          G        CC                   CCC-/Watch Neg
          H        CC                   CCC-/Watch Neg
          J        CC                   CCC-/Watch Neg
          K        CC                   CCC-/Watch Neg
          L        CC                   CCC-/Watch Neg


MORGAN STANLEY: Fitch Takes Rating Actions on Six 2005-HQ5 Certs.
-----------------------------------------------------------------
Fitch Ratings takes various rating actions on six classes of
Morgan Stanley Capital I Trust's commercial mortgage pass-through
certificates, series 2005-HQ5 including downgrades of six classes.

The downgrades are the result of Fitch's loss expectations and its
prospective views regarding cash flow declines and commercial real
estate market values.  Fitch forecasts potential losses of 2.5%
for this transaction, should market conditions not recover.  The
rating actions are based on the full losses of 2.5% as a majority
of loans mature in the next five years.  The bonds with Negative
Rating Outlooks indicate classes that may be downgraded in the
future.

To determine potential defaults for each loan, Fitch assumed cash
flow would decline by 10% from year-end 2008.  That is consistent
with the analysis used in its review of recent vintage
transactions whereby cash flow was assumed to decline 15% from
year-end 2007 projected over a three year period.  If the stressed
cash flow would cause the loan to fall below 0.95 times debt
service coverage ratio, Fitch assumed the loan would default
during the term.  To determine losses, Fitch used the above
stressed cash flow and applied a market cap rate by property type,
ranging between 7.5% and 9.5%, to derive a value.  If the loan
balance at default is less than Fitch's derived value, the loan
would realize that amount of loss.  These loss estimates were
reviewed in more detail for loans representing 78.7% of the non-
defeased pool and, in certain cases, revised based on additional
information and/or property characteristics.  Loss expectations
attributed to loans reviewed in detail represent approximately
79.9% of the 3.5%.

Approximately 69.6% of the mortgages mature within the next five
years: 0.4% in 2009, 0.7% in 2010, 10.6% in 2011, 2.1% in 2012,
none in 2013 and 55.8% in 2014.  An additional 28.8% are scheduled
to mature in 2015.

Fitch identified 17 Loans of Concern (17.1%) within the pool, four
of which (2.3%) are specially serviced.  One of the Fitch Loans of
Concern (9.1%) is within the transaction's top 15 loans, and none
of the top 15 are specially serviced.

Of the top 15 loans, one loan (9.1%) is assumed to default at
maturity with losses expected.  Twelve of the remaining top 15
loans may default at maturity or the anticipated repayment date
based on an insufficient accrued equity position as calculated in
Fitch's refinance test, however, no losses are expected at this
time.  A loan would pass the refinance test if the stressed cash
flow would achieve a 1.25x DSCR as calculated based on a 30-year
amortization schedule and an 8% coupon.

The largest contributor of loss is 1401 H Street (9.1% of the
pool).  Of the loans in special servicing, the largest
contributors of expected term losses are Rainbow Design Center
(0.8% of the pool) and The Shoppes at Lake Bryan (0.6%).

1401 H Street The partial interest-only loan is secured by a
353,219 square foot, 12-story Class A office building located in
the East End submarket of Washington, D.C., an area highly
concentrated in government tenants.  Property occupancy was 62.8%
as of October 2009 rent roll, which is a significant decrease from
95.9% at issuance due to a large GSA tenant vacating their space
after its lease expired in 2008.  However, the borrower expects
new leases to be signed in the near future to bring occupancy
closer to the East End submarket vacancy level of 10.1%, as
reported by CBRE as of third quarter 2009.  Approximately 17% of
the remaining leases are scheduled to expire by the end of 2012.
As of October 2009, $3.5 million remained in the TI/LC reserve.
The sponsor is an affiliate of Teachers Insurance and Annuity
Association of America.

Rainbow Design Center, the largest non-performing specially
serviced asset, is a 64,488 sf neighborhood retail center located
in Las Vegas, NV.  The asset transferred to special servicing in
January 2009 for imminent default and the borrower is seeking
payment relief.  The last reported debt service coverage ratio was
0.88 times as of June 2008.  As of the November 2009 remittance,
the loan is greater than 90 days delinquent.

The Shoppes at Lake Bryan is a 33,125 sf retail strip center
located in Lake Buena Vista, FL.  The loan was transferred to
special servicing for monetary default in April 2009.  The
reported occupancy is 100%; however, there are significant
collection issues with tenants.  As of the November 2009
remittance, the loan is greater than 90 days delinquent.

Fitch has downgraded, removed from Rating Watch Negative, and
assigned Loss Severity ratings and Rating Outlooks to these
classes as indicated:

  -- $13.3 million class H to 'BBB-/LS5' from 'BBB'; Outlook
     Stable;

  -- $20.9 million class J to 'BB/LS5' from 'BB+'; Outlook
     Negative;

  -- $5.7 million class K to 'B/LS5' from 'BB-'; Outlook Negative;

  -- $5.7 million class L to 'B/LS5' from 'B+'; Outlook Negative;

  -- $5.7 million class M to 'B-/LS5' from 'B'; Outlook Negative.

Fitch has downgraded and assigned Loss Severity ratings and Rating
Outlooks to these classes as indicated:

  -- $15.2 million class G to 'BBB/LS5' from 'BBB+'; Outlook
     Stable.

Fitch has affirmed, removed from Rating Watch Negative, assigned
Loss Severity ratings and Rating Outlooks to these classes as
indicated:

  -- $3.8 million class N at 'B-/LS5'; Outlook Negative;
  -- $1.9 million class O at 'B-/LS5'; Outlook Negative.

Fitch also affirms these classes and assigns LS ratings, Rating
Outlooks and Recovery Ratings as indicated:

  -- $19.1 million class A-2 at 'AAA/LS1'; Outlook Stable;
  -- $159.4 million class A-3 at 'AAA/LS1'; Outlook Stable;
  -- $66.4 million class A-AB at 'AAA/LS1'; Outlook Stable;
  -- $711.3 million class A-4 at 'AAA/LS1'; Outlook Stable;
  -- $112.4 million class A-J at 'AAA/LS3'; Outlook Stable;
  -- Interest-only class X-1 at 'AAA'; Outlook Stable;
  -- Interest-only class X-2 at 'AAA'; Outlook Stable;
  -- $30.5 million class B at 'AA/LS4'; Outlook Stable;
  -- $19.0 million class C at 'AA-/LS5'; Outlook Stable;
  -- $15.2 million class D at 'A+/LS5'; Outlook Stable;
  -- $17.1 million class E at 'A/LS5'; Outlook Stable;
  -- $15.2 million class F at 'A-/LS5'; Outlook Stable;
  -- $3.8 million class P at 'CCC/RR1'.

Fitch does not rate the $14.8 million class Q.  Class A-1 is paid
in full.


MORGAN STANLEY: Moody's Reviews Ratings on Two Classes of Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has placed under
review for possible downgrade its rating on two classes of notes
issued by Morgan Stanley ACES SPC Series 2007-1, collateralized
synthetic obligation transactions referencing a static portfolio
of corporate loans with recovery rate fixed at 70%.

The rating actions are:

Issuer: Morgan Stanley ACES SPC, Series 2007-1

  -- US$10,000,000 Class B Secured Floating Rate Notes due 2012
     Baa2 Placed Under Review for Possible Downgrade; previously
     on March 20, 2009 Downgraded to Baa2

  -- US$6,500,000 Class C Secured Floating Rate Notes due 2012 Ba2
     Placed Under Review for Possible Downgrade; previously on
     March 20, 2009 Downgraded to Ba2

Moody's explained that the rating actions taken reflect the
deterioration of the reference portfolio since the last rating
action on March 20, 2009, with the last Trustee report listing ten
credit events since the beginning of the year.


NEWCASTLE CDO: Fitch Takes Rating Actions on Various Classes
------------------------------------------------------------
Fitch Ratings downgrades twelve and affirms one class of Newcastle
CDO VIII 1, Ltd./Newcastle CDO VIII 2, Ltd./Newcastle CDO VIII,
LLC, reflecting Fitch's base case loss expectation of 30.1%.
Fitch's performance expectation incorporates prospective views
regarding commercial real estate market value and cash flow
declines.

Newcastle CDO VIII is collateralized by a majority of subordinate
commercial real estate debt (44.3% of the total collateral is
mezzanine loans, B-notes, or preferred equity).  Fitch expects
significant losses upon default for these assets since they are
generally highly leveraged, thin debt classes.  Further, six
assets (5.9%) are currently defaulted.  The defaulted assets
includes real estate investment trust (REIT: 3.3%) debt,
residential mortgage-backed securities (RMBS: 1.3%), commercial
mortgage-backed securities (CMBS: 1.2%), and a single borrower
CMBS rake class (0.1%).  Fitch expects significant losses on these
assets.

Newcastle CDO VIII was issued as a $950 million CRE collateralized
debt obligation managed by Newcastle Investment Corp.  The
transaction has a five-year reinvestment period ending in November
2011 during which principal proceeds may be used to invest in
substitute collateral.  In April and September 2009, $80,187,500
of notes was surrendered to the trustee for cancellation, which
resulted in greater cushion to the overcollateralization ratios.
All OC and interest coverage ratios of all classes have remained
above their covenants, as of the November 2009 trustee report.

As of the November 2009 trustee report and per Fitch
categorizations, the CDO was substantially invested: CRE mezzanine
loans (30.8%), CMBS (15.1%), real estate bank loans/corporate term
loans (11.8%), CRE CDOs (9.8%), RMBS (8.9%), B-notes (8%), CRE
preferred equity (5.4%), REIT debt (3.3%), A-notes (1%) and cash
(5.9%).

Under Fitch's updated methodology, approximately 46.4% of the
portfolio is modeled to default in the base case stress scenario,
defined as the 'B' stress.  In this scenario, the modeled average
cash flow decline is 9.2% from second and third-quarter 2009
trailing-twelve month cash flows.  Fitch estimates that average
recoveries will be low at 35.1%, due to the significant
concentration of subordinated assets.

The largest component of Fitch's base case loss expectation is a
B-note (2.7%) secured by a 26-story office building containing a
retail component located in the Grand Central area of Manhattan.
The entire ground floor space is currently vacant.  While the
property has been able to cover debt service payments to date,
Fitch's modeling considers the loan to be highly leveraged and any
further decline in operating performance may lead to a term
default.

The next largest component of Fitch's base case loss expectation
is a mezzanine loan (2.1%) secured by an interest in a 424 room
full-service hotel located in Boston, Massachusetts.  The property
is managed and tenanted by an international hotel operator under a
99-year lease agreement.  Performance at the hotel has suffered.
Trailing twelve month September 2009 occupancy declined to 67.7%
compared to 70.6% in 2008.  During this same period, revenue per
available room declined 15.8% and net operating income declined
11.2%.

The third largest component of Fitch's base case loss expectation
is a mezzanine loan (4.2%) secured by interests in a portfolio of
12 full-service hotels located in Puerto Rico, Florida,
California, New York, and Jamaica.  Performance at the hotels has
suffered dramatically.  While trailing twelve month September 2009
occupancy has decreased slightly to 64.9% compared to 67.5% in
2008, RevPAR has declined 14% and NOI has declined 34.7%.

This transaction was analyzed according to the 'U.S. CREL CDO
Surveillance Criteria,' which applies stresses to property cash
flows and uses debt service coverage ratio tests to project future
default levels for the underlying portfolio.  Recoveries are based
on stressed cash flows and Fitch's long-term capitalization rates.
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 CDOs'.
Based on this analysis, the class I-A, I-AR, I-B, II, and III
notes' breakeven rates are generally consistent with the 'BB'
rating category, and the class V and VIII notes' breakeven rates
are generally consistent with the 'B' rating category.

Ratings for classes IX-FL, IX-FX, X, XI, and XII are generally
based on a deterministic analysis, which considers the current
percentage of defaulted assets factoring in anticipated recoveries
relative to the class's credit enhancement.  Based on this
analysis, class IX-FL, IX-FX, X, XI, and XII are consistent with a
'CCC' rating, meaning default is possible.  Class S is an
interest-only class, and Fitch's rating only addresses the class'
receipt of interest payments.

Classes S, I-A, I-AR, I-B, II, III, V, and VIII were each assigned
a Negative Rating Outlook reflecting Fitch's expectation of
further negative credit migration of the underlying collateral.
These classes were also assigned Loss Severity ratings ranging
from 'LS3' to 'LS5'.  The LS ratings indicate each tranche's
potential loss severity given default, as evidenced by the ratio
of tranche size to the expected loss for the collateral under the
'B' stress.  LS ratings should always be considered in conjunction
with probability of default indicated by a class' long-term credit
rating.  Fitch does not assign Rating Outlooks or LS ratings to
classes rated 'CCC' or lower.

Classes IX-FL, IX-FX, X, XI, and XII were assigned Recovery
Ratings to provide a forward-looking estimate of recoveries on
currently distressed or defaulted structured finance securities.
RRs are calculated using Fitch's cash flow model, and incorporate
Fitch's current 'B' stress expectation for default and recovery
rates (46.4% and 35.1%, respectively), the 'B' stress US$ LIBOR
up-stress, and a 24-month recovery lag.  All modeled distributions
are discounted at 10% to arrive at a present value which is then
compared to the class's tranche size to determine a Recovery
Rating.  The assignment of 'RR6' to classes IX-FL, IX-FX, X, XI,
and XII reflects that the present value of the modeled recovery
for each class is less than 10% of its principal balance.

Fitch has downgraded, assigned LS and RR ratings, and assigned
Rating Outlooks to these classes as indicated:

  -- $33,869,009 class S to 'BB' from 'AA-'; Outlook Negative;

  -- $462,500,000 class I-A to 'BB/LS3' from 'AA-'; Outlook
     Negative;

  -- $60,000,000 class I-AR to 'BB/LS5' from 'AA-'; Outlook
     Negative;

  -- $38,000,000 class I-B to 'BB/LS5' from 'A+'; Outlook
     Negative;

  -- $42,750,000 class II to 'BB/LS5' from 'A'; Outlook Negative;

  -- $42,750,000 class III to 'BB/LS5' from 'A-'; Outlook
     Negative;

  -- $28,500,000 class V to 'B/LS5' from 'BBB'; Outlook Negative;

  -- $6,000,000 class IX-FL to 'CCC/RR6' from 'B';

  -- $7,600,000 class IX-FX to 'CCC/RR6' from 'B';

  -- $18,650,000 class X to 'CCC/RR6' from 'B';

  -- $24,125,000 class XI 'CCC/RR6' from 'B';

  -- $28,500,000 class XII to 'CCC/RR6' from 'B-'.

Fitch has affirmed and assigned an LS rating and a Rating Outlook
to this class as indicated:

  -- $22,562,500 class VIII at 'B/LS5'; Outlook Negative.

Additionally, all classes are removed from Rating Watch Negative.


NEWCASTLE CDO: Loss Expectation Cues Fitch's Rating Actions
-----------------------------------------------------------
Fitch Ratings downgrades nine and affirms two classes of Newcastle
CDO IX 1 Ltd./Newcastle CDO IX, LLC, reflecting Fitch's base case
loss expectation of 26.9%.  Fitch's performance expectation
incorporates prospective views regarding commercial real estate
market value and cash flow declines.  A detailed list of rating
actions follows at the end of this release.

Newcastle CDO IX is collateralized by a majority of subordinate
commercial real estate debt (59.7% of the total collateral is
mezzanine loans, B-notes, or preferred equity).  Fitch expects
significant losses upon default for these assets since they are
generally highly leveraged, thin debt classes.  Further, five
assets (13.3%) are currently defaulted.  The defaulted assets
include B-notes (9.6%) secured by non-traditional asset types, a
senior secured term loan to a real estate developer (3.1%), and a
single borrower commercial mortgage backed securities rake class
(0.6%).  Additionally, a mezzanine loan (6.7%) is considered to be
a Fitch Loan of Concern since it presents a high risk of imminent
default.  Fitch expects significant losses on these loans.

Newcastle CDO IX was issued as an $825 million CRE collateralized
debt obligation managed by Newcastle Investment Corp.  The
transaction has a five-year reinvestment period ending in May 2012
during which principal proceeds may be used to invest in
substitute collateral.  In July and September 2009, $64,525,000 of
notes was surrendered to the trustee for cancellation, which
resulted in greater cushion to the overcollateralization ratios.
All OC and interest coverage ratios have remained above their
covenants, as of the November 2009 trustee report.

As of the November 2009 trustee report and per Fitch
categorizations, the CDO was substantially invested: CRE mezzanine
loans (33.2%), B-notes (22.2%), real estate bank loans/corporate
term loans (18.2%), whole loans/A-notes (10.1%), CMBS (9.3%), CRE
preferred equity (4.3%), CRE CDOs (1.6%), and cash (1.1%).

Under Fitch's updated methodology, approximately 53.4% of the
portfolio is modeled to default in the base case stress scenario,
defined as the 'B' stress.  In this scenario, the modeled average
cash flow decline is 9.2% from second and third-quarter 2009
trailing-12 month cash flows.  Fitch estimates that average
recoveries will be low at 49.7%, due to the significant
concentration of subordinated assets.

The largest component of Fitch's base case loss expectation is a
mezzanine loan (6.7%) secured by an interest in 56 multi-story
buildings, situated on 80 acres, and includes a total of 11,227
apartments located in New York City.  Cash flow generated from the
property remains significantly below what is needed to service the
current outstanding debt, and the borrower continues to use debt
service reserves to cover operating shortfalls.  The balance of
the debt service reserve as of October 2009 was $24.4 million and
is unlikely to cover debt service payments past year end.
Furthermore, the recent adverse ruling by the New York State Court
of Appeals against the loan sponsors is likely to stop the
conversion of rent-stabilized units to market rate units and has
made the owners liable for repayments of rent overcharges for unit
conversions now deemed illegal.  A full loss on the position is
expected.

The next largest component of Fitch's base case loss expectation
is a B-note (3.6%) that defaulted in August 2008.  The loan is
secured by an assemblage of 10,103 acres of land located in
Arizona.  The original business plan of entitling, zoning, and
developing the land has stalled due to the economic downturn.
Fitch expects a significant loss to the loan given its high
leverage.

The third largest component of Fitch's base case loss expectation
is a B-note (1.8%) that defaulted in September 2009.  The loan is
secured by three hotel casinos; two of which are located in
Tunica, Mississippi and one located in Atlantic City, New Jersey.
The Atlantic City hotel casino has drastically underperformed
expectations, causing the overall portfolio cash flow to decline
significantly below debt service.

This transaction was analyzed according to the 'U.S. CREL CDO
Surveillance Criteria,' which applies stresses to property cash
flows and uses debt service coverage ratio tests to project future
default levels for the underlying portfolio.  Recoveries are based
on stressed cash flows and Fitch's long-term capitalization rates.
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 CDOs'.
Based on this analysis, the class A-1 notes' breakeven rates are
generally consistent with the 'BBB' rating category, the classes
A-2 through G notes' breakeven rates are generally consistent with
the 'BB' rating category, and the classes H through L notes'
breakeven rates are generally consistent with the 'B' rating
category.  Class S is an interest-only class and Fitch's rating
only addresses the class' receipt of interest payments.

Classes were each assigned a Negative Rating Outlook reflecting
Fitch's expectation of further negative credit migration of the
underlying collateral.  These classes were also assigned Loss
Severity ratings ranging from 'LS3' to 'LS5'.  The LS ratings
indicate each tranche's potential loss severity given default, as
evidenced by the ratio of tranche size to the expected loss for
the collateral under the 'B' stress.  LS ratings should always be
considered in conjunction with probability of default indicated by
a class' long-term credit rating.

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

  -- $33,540,000 class S to 'BBB' from 'AAA'; Outlook Negative;

  -- $379,500,000 class A-1 to 'BBB/LS3' from 'AAA'; Outlook
     Negative;

  -- $115,500,000 class A-2 to 'BB/LS5' from 'AAA'; Outlook
     Negative;

  -- $37,125,000 class B to 'BB/LS5' from 'AA+'; Outlook Negative;

  -- $24,750,000 class E to 'BB/LS5' from 'A+'; Outlook Negative;

  -- $18,562,000 class F to 'BB/LS5' from 'A'; Outlook Negative;

  -- $11,262,000 class G to 'BB/LS5' from 'A-'; Outlook Negative;

  -- $18,056,000 class H to 'B/LS5' from 'BBB+'; Outlook Negative;

  -- $21,656,000 class J to 'B/LS5' from 'BBB'; Outlook Negative.

Fitch has affirmed, assigned LS ratings and Outlooks to these
classes:

  -- $19,593,000 class K at 'B/LS5'; Outlook Negative;
  -- $23,718,000 class L at 'B/LS5'; Outlook Negative.

Additionally, all classes are removed from Rating Watch Negative.


NOMURA CBO: Fitch Downgrades Ratings on Various 1997-2 Notes
------------------------------------------------------------
Fitch Ratings has downgraded and withdrawn the ratings on the
remaining classes of notes from Nomura CBO 1997-2 Ltd./Corp., a
CBO managed by Nomura Corporate Research and Asset Management,
Inc.

The downgrades reflect the issuer's failure to redeem the full
principal amounts due to the classes A-3 and B notes at the
maturity date on Oct. 30, 2009.  Approximately $3.1 million of
principal remained unpaid on the class A-3 notes following the
final distribution to investors.  The total proceeds received by
the class A-3 notes since the last review in March 2009
represented between 31%-50% of their prior outstanding principal
amount of $4.9 million, which is consistent with Fitch's 'RR4'
Recovery Rating.  The class B notes received no distributions at
the final payment date, consistent with an 'RR6' rating.  No
future distributions are expected on any of the notes.

Fitch subsequently withdraws the rating of the classes A-3 and B
notes since the notes have matured.

Fitch has taken these rating actions:

  -- $3,129,288 class A-3 notes downgraded to 'D/RR4' from
     'CC/RR5'; withdrawn;

  -- $36,300,000 class B notes downgraded to 'D/RR6' from 'C/RR6';
     withdrawn.


PINNACLE FOODS: Moody's Confirms Corporate Family Rating at 'B3'
----------------------------------------------------------------
Moody's Investors Service confirmed the B3 Corporate Family
Rating, the debt instrument ratings, and Speculative Grade
Liquidity assessments of Pinnacle Foods Finance, LLC, and assigned
(P)B2 to its proposed senior secured bank facilities and (P)Caa2
to its proposed senior unsecured debt.  The outlook is stable.
This rating action concludes the review for possible downgrade
that began on November 19, 2009, following Pinnacle's announcement
that its wholly-owned subsidiary, Pinnacle Foods Group, had signed
a definitive agreement to acquire Birds Eye Foods, Inc., in a
transaction valued at $1.3 billion.

Pinnacle plans to finance the proposed acquisition and associated
costs with a combination of $1.15 billion of incremental funded
debt, and an equity contribution from The Blackstone Group -- its
controlling shareholder -- expected to be at least $250 million.
The proposed incremental debt instruments include $850 million of
senior secured term bank debt and $300 million of new senior
unsecured notes that will be offered this month.  Pinnacle also
plans to expand its existing revolving credit facility, which will
be undrawn at closing, to $150 million from $125 million.

Pinnacle's B3 rating reflects primarily the high leverage of
approximately 7.5 times Debt/EBITDA at peak by Moody's estimates.
The strategic fit of Bird's Eye high margin brands with Pinnacle's
existing portfolio of branded packaged foods, should make the
integration process relatively straightforward, with material cost
savings likely from the combination of the respective frozen food
businesses.  The rating also reflects the large size and
transformative nature of the Birds Eye transaction that will
expand Pinnacle's sales by 62%, and increase its concentration in
the highly competitive frozen foods business -- a category that
recently has endured intensifying levels of promotional activity.

"If the integration goes as planned, leverage should decline
steadily over time, but intense competition in the frozen food
category, and upfront investments in integration costs could limit
free cash flow and debt reduction in the near-term," said Brian
Weddington, Moody's senior analyst.

Given that leveraged acquisitions are likely to remain key to
Blackstone's growth strategy for Pinnacle, whether material
improvement in credit metrics will be lasting is uncertain.  As a
result, "we will want to see leverage sustained at reduced levels
before any upward rating pressure would build," added Mr.
Weddington.

Ratings Confirmed:

Pinnacle Foods Finance LLC:

* Corporate Family Rating at B3;

* Probability of Default Rating at B3;

* $125 million Senior Secured Bank Revolving Credit Facility due
  April 2013 at B2;

* $1,225 million Senior Secured Bank Term Credit Facility due
  April 2014 at B2;

* $325 million of Senior Unsecured Notes at Caa2;

* $199 million of Senior Subordinated Notes at Caa2;

* Speculative Grade Liquidity Rating at SGL-2;

* LGD Senior Secured Bank Credit Facility (Domestic) LGD3 - 37%;

* LGD Senior Unsecured (Domestic) LGD5 - 85%;

* LGD Senior Subordinate (Domestic) LGD6 - 94%.

Ratings Assigned:

Pinnacle Foods Finance LLC:

* $25 million incremental Senior Secured Bank Revolving Credit
  Facility due April 2013 at (P)B2;

* $850 million incremental Senior Secured Bank Term Credit
  Facility due April 2014 at (P)B2;

* $300 million of Senior Unsecured Notes due April 2015 at
  (P)Caa2.

The last rating action was on November 19, 2009, when Moody's
placed the Corporate Family Rating, debt instrument ratings and
Speculative Grade Liquidity assessments of Pinnacle Foods Finance,
LLC, under review for possible downgrade following the
announcement that Pinnacle's wholly-owned subsidiary, Pinnacle
Foods Group, had signed a definitive agreement to acquire Birds
Eye Foods, Inc., in a transaction valued at $1.3 billion.

Headquartered in Mountain Lakes, New Jersey, Pinnacle Foods
Finance LLC -- through its wholly-owned operating company,
Pinnacle Foods Group -- manufactures and markets branded
convenience food products in the US and Canada.  Its brands
include Hungry-Man and Swanson Dinners, Vlasic pickles, Mrs.
Paul's and Van de Kamp's frozen prepared sea food, Aunt Jemima
frozen breakfasts, Log Cabin and Mrs.  Butterworth's syrup and
Duncan Hines cake mixes.  Net sales for the twelve months ended
September 2009 approximated $1.65 billion.  Substantially all of
the capital stock of Pinnacle Foods Finance LLC is owned by
investment funds associated with or designated by The Blackstone
Group.

Birds Eye Foods, Inc., based in Rochester, New York, is a
processor and distributor of various branded products, including
frozen vegetables, frozen meals, and specialty foods.  The
company's net revenues were $921 million for the twelve months
ended September 2009.


PPLUS TRUST: S&P Downgrades Ratings on $30.55 Mil. Certs. to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on PPLUS
Trust Series LMG-3's $30.55 million class A and B trust
certificates to 'BB-' from 'BB+'.  At the same time, S&P removed
the ratings from CreditWatch with negative implications, where
they were placed on Dec. 17, 2008.

The ratings on the trust certificates are dependent on the rating
on the underlying security, Liberty Media Corp.'s $35 million
8.25% senior debentures due Feb. 1, 2030 ('BB-').

The rating actions follow the Nov. 23, 2009, lowering of S&P's
rating on Liberty Media Corp.'s $35 million 8.25% senior
debentures due Feb. 1, 2030, to 'BB-' from 'BB+', and its removal
from CreditWatch with negative implications, where it was placed
on Dec. 15, 2008.


PPLUS TRUST: S&P Downgrades Ratings on $35 Mil. Certs. to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on PPLUS
Trust Series LMG-4's $35 million class A and B trust certificates
to 'BB-' from 'BB+'.  At the same time, S&P removed the ratings
from CreditWatch with negative implications, where they were
placed on Dec. 17, 2008.

The ratings on the trust certificates are dependent on the rating
on the underlying security, Liberty Media Corp.'s 8.25% senior
debentures due Feb. 1, 2030 ('BB-').

The rating actions follow the Nov. 23, 2009, lowering of S&P's
rating on Liberty Media Corp.'s 8.25% senior debentures due
Feb. 1, 2030, to 'BB-' from 'BB+', and its removal from
CreditWatch with negative implications, where it was placed on
Dec. 15, 2008.


PREFERREDPLUS TRUST: S&P Cuts Rating on $31 Mil. Certs. to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
PreferredPLUS Trust Series LMG-2's $31 million trust certificates
to 'BB-' from 'BB+'.  At the same time, S&P removed the rating
from CreditWatch with negative implications, where it was placed
on Dec. 17, 2008.

The rating on the trust certificates is dependent on the rating on
the underlying security, Liberty Media Corp.'s $31 million 8.5%
senior unsecured notes, due July 15, 2029 ('BB-').

The rating action follows the Nov. 23, 2009, lowering of S&P's
rating on the underlying security to 'BB-' from 'BB+', and its
removal from CreditWatch with negative implications, where it was
placed on Dec. 15, 2008.


PREFERREDPLUS TRUST: S&P Cuts Rating on LMG-1 Certs. to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
PreferredPLUS Trust Series LMG-1's $125.875 million trust
certificates to 'BB-' from 'BB+'.  At the same time, S&P removed
the rating from CreditWatch with negative implications, where it
was placed on Dec. 17, 2008.

The rating on the trust certificates is dependent on the rating on
the underlying security, Liberty Media Corp.'s 8.25% senior
debentures due Feb. 1, 2030 ('BB-').

The rating action follows the Nov. 23, 2009, lowering of S&P's
rating on Liberty Media Corp.'s 8.25% senior debentures due
Feb. 1, 2030, to 'BB-' from 'BB+', and its removal from
CreditWatch with negative implications, where it was placed on
Dec. 15, 2008.


RADIAN ASSET: S&P Downgrades Ratings on Four Notes to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
certified capital company tax credit medium-term note issues
supported by an insurance policy from Radian Asset Assurance Inc.
to 'BB' from 'BBB-'.  The ratings remain on CreditWatch with
negative implications, where they were placed Dec. 9, 2008.

The ratings on the four affected issues are based solely on the
full financial guarantee insurance policies provided by Radian
(BB/Watch Neg), which guarantee the timely payment of interest and
principal according to the transactions' terms.

The rating actions follow the Nov. 24, 2009, lowering of S&P's
insurer financial enhancement rating on Radian to 'BB' from
'BBB-'.  The rating remains on CreditWatch negative, where it was
placed Dec. 5, 2008.

                  Aegis Alabama Venture Fund L.P.
    $5.257 mil capco nts med-term nts ser 2008 due 03/01/2019

                 To               From
                 --               ----
                 BB/Watch Neg     BBB-/Watch Neg

                            ATVF II LLC
$4.017 mil senior structured guaranteed nts med-term nts ser 2008
                          due 08/01/2015

                 To               From
                 --               ----
                 BB/Watch Neg     BBB-/Watch Neg

                    Republic Holdings Texas L.P.
   $4.975 mil cert cap secd med-term nts ser 2005 due 08/05/2011

                 To               From
                 --               ----
                 BB/Watch Neg     BBB-/Watch Neg

               Waveland NCP Alabama Ventures II LLC
     $9.137 mil capco nts med-term nts ser 2008 due 03/01/2019

                 To               From
                 --               ----
                 BB/Watch Neg     BBB-/Watch Neg


RHODE ISLAND HEALTH: S&P Downgrades Rating on 1999 Bonds to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Rhode
Island Health and Educational Building Corp.'s FHA-insured revenue
refunding bonds (Roger Williams Realty Corporation Project) series
1999 to 'BB' from 'A-', and removed it from CreditWatch with
negative implications based on S&P's review of cash flow
projections and cash balances submitted by the issuer.  Based on
the original structure of this issue, the debt service reserve and
bond fund were invested pursuant to a guaranteed investment
contract with AIG (A-/Negative) earning 6.21%.  The GIC was
terminated by the issuer, and the funds have been reinvested in a
money market fund earning a lower rate of return.

The bonds are secured by a mortgage loan which is insured by FHA
under section 232 of the National Housing Act.

Other rating factors include the quality of the mortgage loan
collateral; expectation of the sufficiency of assets and revenues
to pay debt service and expenses assuming no mortgage note
default; an asset-to-liability position of 107.53% as of Sept. 17,
2009; and 'AAAm'-rated investments.

The bonds were issued to refund a prior series of bonds.  The
project is a 185-bed skilled nursing facility located in the
Providence, R.I.


SPGS SPC: S&P Downgrades Rating on 2006-I Synthetic Notes to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the notes
issued by SPGS SPC's series Baldwin 2006-I, a synthetic mezzanine
structured finance collateralized debt obligation transaction, to
'D' from 'CCC-'.

The downgrade follows a number of recent write-downs of underlying
reference entities, which have caused the notes to incur a partial
principal loss.


STARTS LTD: S&P Withdraws 'CCC-' Rating on 2007-8 Notes
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC-' rating on
the notes issued by STARTS (Cayman) Ltd.'s series 2007-8, a
synthetic collateralized debt obligation of investment-grade
corporate bonds transaction.  The rating was previously on
CreditWatch with negative implications.

The withdrawal follows the complete redemption of the notes on
Nov. 9, 2009, after the noteholders received a repurchase notice.

                        Rating Withdrawn

                       STARTS (Cayman) Ltd.
                           Series 2007-8

                   Rating                    Balance (mil.)
                   ------                    --------------
Class           To     From               Current      Previous
-----           --     ----               -------      --------
Notes           NR     CCC-/Watch Neg        0.00          10.0


SUTTER CBO: Fitch Downgrades Ratings on 1998-1 Notes
----------------------------------------------------
Fitch Ratings has downgraded one class of notes issued by Sutter
CBO 1998-1, Ltd.

This review was conducted under the framework described in the
reports 'Global Structured Finance Rating Criteria', 'Global
Rating Criteria for Corporate CDOs' and 'Criteria for Structured
Finance Recovery Ratings'.

The downgrade is the result of insufficient collateral proceeds
available to redeem the class B note principal balance and
interest shortfall amount at legal final maturity.  Since the last
rating review the portfolio has amortized significantly, which has
generated enough principal proceeds to redeem the class A-3 and
A3L notes in full.  The class B notes are now the most senior
notes outstanding.  The remaining principal balance of
$7.9 million and the interest shortfall amount of $15.6 million
are both due at the stated maturity, Sept. 15, 2010.

The remaining portfolio collateral is comprised of two performing
high yield bonds with an aggregate par notional amount of
$8 million and defaulted collateral of $14.5 million par notional.
There are also several equity positions included in the portfolio
collateral, for which Fitch does not assign value.  Also available
is approximately $4 million of principal cash, most of which will
be used to redeem the class B notes principal at the next payment
date in March 2010.

In its analysis, Fitch evaluated the one-year probability of
default of the two performing bonds, as well as the recovery
prospects of the defaulted bonds.  Multiple valuation scenarios
were considered to determine the total return to the class B notes
by the stated maturity date.  In all scenarios the class B notes
would experience a payment default at their stated maturity.  In
the most probable scenarios, Fitch expects the class B notes to
recover between 31% and 50% of the current principal and related
interest owed to them, which is representative of a 'RR4'.

Sutter CBO is a collateralized bond obligation that closed on
Sept. 1, 1998 and is managed by Wells Fargo Bank, NA.  The
transaction's reinvestment period ended in May 2003 and the
scheduled maturity date is in September 2010.  The portfolio is
comprised of high yield bonds.

Fitch has taken these rating actions on these notes.

  -- $0 class A-3 notes have paid in full;

  -- $0 class A-3L notes PIF;

  -- $7,991,875 class B notes downgrade to 'C/RR4' from 'B-'; and
     the Rating Outlook has been removed.


TIAA SEASONED: S&P Downgrades Ratings on 16 2007-C4 Securities
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 16
classes of commercial mortgage-backed securities from TIAA
Seasoned Commercial Mortgage Trust 2007-C4 and removed them from
CreditWatch with negative implications.  In addition, S&P affirmed
its ratings on five classes from the same transaction.

The downgrades follow S&P's analysis of the transaction using its
U.S. conduit and fusion CMBS criteria, which was the primary
driver of these actions.  S&P's analysis included a review of the
credit characteristics of all of the loans in the pool.  Using
servicer-provided financial information, Standard & Poor's
calculated an adjusted debt service coverage of 1.51x and a loan-
to-value ratio of 84.0%.  S&P further stressed the loans' cash
flows under S&P's 'AAA' scenario to yield a weighted average DSC
of 1.20x and an LTV of 112.3%.  The implied defaults and loss
severity under the 'AAA' scenario were 41.2% and 35.3%,
respectively.

The affirmations of the ratings on the principal and interest
certificates reflect subordination levels that are consistent with
the outstanding ratings.  S&P affirmed the rating on the class X
interest-only certificates based on S&P's current criteria.  S&P
published a request for comment proposing changes to the IO
criteria on June 1, 2009.  After S&P finalizes its criteria
review, S&P may revise its current IO criteria, which may affect
outstanding ratings, including the rating on the IO certificates
S&P affirmed.

                      Credit Considerations

Two loans ($100.0 million, 5.3%) in the pool are with the special
servicer, Centerline Servicing Inc.  One of these loans
($8.0 million, 0.4%) is more than 90 days delinquent, and the
other ($92.1 million, 4.9%) is less than 30 days delinquent.

The Algonquin Commons Portfolio loan is the largest loan in the
pool and is with the special servicer.  The loan is secured by a
564,790-sq.-ft. anchored retail portfolio in Algonquin, Ill.  The
loan was transferred to Centerline on Aug. 17, 2009, due to
imminent default.  Cash flow at the property had declined due to
deteriorating market conditions and tenant bankruptcies.  The
borrower has been making debt service payments and has stated its
intention to avoid going into monetary default.  The property had
a DSC of 0.95x as of the nine months ended Sept. 30, 2009, and was
82.2% occupied as of July 1, 2009.  The special servicer is
negotiating a potential loan modification with the borrower.
Should this occur, this loan will eventually be returned to the
master servicer.

The Baymeadows Business Center loan has a balance of $8.0 million
and represents 0.4% of the total pool balance.  The loan was
transferred to Centerline on Nov. 12, 2008, due to the bankruptcy
of its sponsor, and Standard & Poor's expects a minimal loss upon
the resolution of this asset.

                       Transaction Summary

As of the November 2009 remittance report, the aggregate trust
balance was $1.87 billion, which represents 89.6% of the aggregate
trust balance at issuance.  There are 140 loans in the pool, down
from 148 loans at issuance.  The master servicer for the
transaction, Wachovia Bank N.A., provided financial information
for 91.0% of the pool, and 89.4% of the servicer-provided
information was full-year 2008 or interim 2009 data.  S&P
calculated a weighted average DSC of 1.61x for the pool based on
the reported figures.  S&P's adjusted DSC and LTV were 1.51x and
84.0%, respectively.  To date, the transaction has not realized
any principal losses.  Twenty-four loans ($277.4 million, 14.8%)
are on the master servicer's watchlist, including one of the top
10 loans.  Eleven loans ($117.7 million, 6.3%) have a reported DSC
of less than 1.10x, and eight of these loans ($95.4 million, 5.1%)
have a reported DSC of less than 1.0x.

                     Summary of Top 10 Loans

The top 10 exposures have an aggregate outstanding balance of
$577.8 million (30.8%).  Using servicer-reported numbers, S&P
calculated a weighted average DSC of 1.59x for the top 10 loans.
S&P's adjusted DSC and LTV for the top 10 loans were 1.45x and
86.4%, respectively.

The seventh-largest loan in the pool (Regency Portfolio,
$41.8 million, 2.2%) appears on the master servicer's watchlist
and is secured by an eight-building, 626,998-sq.-ft. office
portfolio in West Des Moines, Iowa.  The loan appears on the
watchlist due to a decline in DSC following a drop in occupancy.
As of Dec. 31, 2008, the reported DSC was 1.17x and occupancy was
91.0%.  DSC has since declined to 0.92x as of the six months ended
June 30, 2009, and occupancy was 78.1% as of Sept. 30, 2009.

Standard & Poor's stressed the loans in the pool according to its
updated conduit/fusion criteria.  The resultant credit enhancement
levels support the lowered and affirmed ratings.

      Ratings Lowered And Removed From Creditwatch Negative

         TIAA Seasoned Commercial Mortgage Trust 2007-C4
          Commercial mortgage pass-through certificates

                Rating
                ------
    Class  To              From          Credit enhancement (%)
    -----  --              ----          ----------------------
    A-J    A+              AAA/Watch Neg                  10.19
    B      A               AA+/Watch Neg                   9.63
    C      BBB+            AA/Watch Neg                    8.09
    D      BBB             AA-/Watch Neg                   7.12
    E      BBB-            A+/Watch Neg                    6.84
    F      BB+             A/Watch Neg                     6.00
    G      BB              A-/Watch Neg                    4.88
    H      BB-             BBB+/Watch Neg                  4.19
    J      B+              BBB/Watch Neg                   2.93
    K      B+              BBB-/Watch Neg                  2.51
    L      B               BB+/Watch Neg                   2.09
    M      B               BB/Watch Neg                    1.67
    N      B-              BB-/Watch Neg                   1.54
    P      B-              B+/Watch Neg                    1.12
    Q      CCC+            B/Watch Neg                     0.98
    S      CCC             B-/Watch Neg                    0.84

                         Ratings Affirmed

         TIAA Seasoned Commercial Mortgage Trust 2007-C4
          Commercial mortgage pass-through certificates

           Class  Rating         Credit enhancement (%)
           -----  ------         ----------------------
           A-1    AAA                            22.33
           A-2    AAA                            22.33
           A-3    AAA                            22.33
           A-1A   AAA                            22.33
           X      AAA                              N/A

                       N/A - Not applicable.


VALHALLA CLO: Moody's Downgrades Ratings on Various Classes
-----------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of these notes issued by Valhalla CLO, Ltd., a synthetic
collateralized loan obligation issued in August 2004 referencing a
portfolio of primarily senior secured loans:

* US$39,500,000 Class B Floating Rate Deferrable Senior
  Subordinate Extendable Notes, Downgraded to Ba1; previously on
  January 21, 2009 Downgraded to Baa3;

* US$21,000,000 Class C-1 Floating Rate Deferrable Senior
  Subordinate Extendable Notes (current balance of
  $21,561,122.32), Downgraded to B3; previously on January 21,
  2009 Downgraded to B1;

* US$5,000,000 Class C-2 Fixed Rate Deferrable Senior Subordinate
  Extendable Notes (current balance of $5,287,724.06), Downgraded
  to B3; previously on January 21, 2009 Downgraded to B1.

According to Moody's, the rating actions taken are a result of
further credit deterioration of the underlying portfolio since the
last rating actions taken on January 21, 2009.  Such credit
deterioration is observed through a decline in the average credit
rating (as measured by the weighted average rating factor), an
increase in the dollar amount of defaulted securities, an increase
in the proportion of securities from issuers rated Caa1 and below,
and failure of the Class B and Class C overcollateralization
tests.  In particular, the weighted average rating factor has
increased since the last rating action and is currently 2924 as of
the last trustee report, dated October 21, 2009, versus 2682 as of
the December 15, 2008 trustee report.  Based on the same October
report, defaulted securities currently held in the portfolio total
about $99 million, accounting for roughly 11.5% of the collateral
balance, as compared to $35 million last December, which accounted
for roughly 4% of the collateral balance.  Additionally,
securities rated Caa1 or lower make up approximately 16.4%of the
underlying portfolio in October compared to 6.2% in the December
trustee report.  Finally, since last December, interest payments
on the Class C-1 and C-2 notes have also begun to defer as a
result of the failure of the Class B Overcollateralization Test.
The Class B overcollateralization ratio is reported at 114.8%
based on the October trustee report versus a test level of 133%,
and is also below the overcollateralization ratio of 139.1%
reported last December.  Moody's also observes that although the
Class A, B and C overcollateralization levels have deteriorated
since the previous rating action, the Class A-1 Notes have
delevered considerably and will likely continue to delever as a
result of the diversion of excess spread due to the failure of the
Class B and Class C overcollateralization tests.

On January 21, 2009, Moody's downgraded the Class B notes from A2
to Baa3 and the Class C-1 and Class C-2 notes from Baa2 to B1 as a
result of the application of revised and updated key modeling
assumptions as well as the deterioration in the credit quality of
the transaction's underlying portfolio.


WACHOVIA BANK: S&P Downgrades Ratings on 17 2006-C24 Securities
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 17
classes of commercial mortgage-backed securities from Wachovia
Bank Commercial Mortgage Trust's series 2006-C24 and removed them
from CreditWatch with negative implications.  In addition, S&P
affirmed its ratings on six other classes from the same
transaction.

The downgrades follow S&P's analysis of the transaction using its
U.S. conduit and fusion CMBS criteria, which was the primary
driver of its rating actions.  The downgrades of the subordinate
classes also reflect anticipated credit support erosion upon the
eventual resolution of several specially serviced assets.  S&P's
analysis included a review of the credit characteristics of all of
the loans in the pool.  Using servicer-provided financial
information, S&P calculated an adjusted debt service coverage of
1.38x and a loan-to-value ratio of 113.8%.  S&P further stressed
the loans' cash flows under its 'AAA' scenario to yield a weighted
average DSC of 0.81x and an LTV of 156.1%.  The implied defaults
and loss severity under the 'AAA' scenario were 92.5% and 40.9%,
respectively.  The DSC and LTV calculations S&P noted above
exclude one defeased loan ($1.5 million, 0.1%) and three
($46.0 million, 2.8%) of the nine specially serviced assets.  S&P
separately estimated losses for the three specially serviced loans
and included them in S&P's 'AAA' scenario implied default and loss
figures.

The affirmations of the ratings on the principal and interest
certificates reflect subordination levels that are consistent with
the outstanding ratings.  S&P affirmed its ratings on the class X-
C and X-P interest-only certificates based on its current
criteria.  S&P published a request for comment proposing changes
to its IO criteria on June 1, 2009.  After S&P finalize its
criteria review, S&P may revise its IO criteria, which may affect
outstanding ratings, including the ratings on the IO certificates
that S&P affirmed.

                      Credit Considerations

As of the November 2009 remittance report, nine assets
($220.2 million, 13.5%) in the pool were with the special
servicer, LNR Partners Inc.  The payment status of the specially
serviced assets is: two are real estate owned ($30.7 million,
1.9%); four are 90 plus days delinquent ($36.0 million, 2.2%); and
three are current ($153.4 million, 9.4%).

The Forum at Peachtree Parkway loan, which has a total exposure of
$84.4 million (5.2%), is the largest loan with the special
servicer and the third-largest loan in the pool.  The loan is
secured by a 389,159-sq.-ft.-anchored retail property in Norcross,
Ga.  The loan was transferred to the special servicer due to
imminent default.  A transfer of interest has been approved, and
LNR has reported that the loan will be returned to the master
servicer once the loan assumption is finalized.

The Marriot Del Mar loan, which has a total exposure of
$48.0 million (2.9%), is the second-largest loan with the special
servicer and the ninth-largest loan in the pool.  The loan is
secured by a 284-room full-service hotel in San Diego, Calif.  The
loan was transferred to the special servicer for imminent default
because a request by the borrower for a loan restructure due to
cash flow problems was declined.  The loan remains current and is
expected to be returned to the master servicer.

The Campus Lodge Apartments loan ($29.8 million total exposure,
1.7%) is the third-largest asset with the special servicer.  The
property is a 288-unit student housing apartment complex located
in Tallahassee, Fla.  The asset was transferred to special
servicing due to imminent default on Oct. 3, 2008, and became REO
on Sept. 28, 2009.

Of the remaining six loans ($60.4 million, 3.7%) with the special
servicer, three ($36.4 million, 2.1%) are recent transfers with
limited information.  Receivers are in place at two properties
($18.2 million, 1.1%) that secure two of the loans.  LNR has
informed us that it is still considering work out options for the
remaining property ($5.8 million, 0.4%).

                       Transaction Summary

As of the November 2009 remittance report, the collateral pool
balance was $1.630 billion, which is 81.4% of the balance at
issuance.  The pool includes 116 loans, down from 119 at issuance.
As of the November 2009 remittance report, the master servicer,
Wachovia Bank N.A., provided financial information for 94.4% of
the pool, and 86.2% of the servicer-provided information was full-
year 2008 or interim 2009 data.  S&P calculated a weighted average
DSC of 1.42x for the pool based on the reported figures.  S&P's
adjusted DSC and LTV were 1.38x and 113.8%, respectively.  S&P's
adjusted DSC and LTV figures exclude one defeased loan
($1.5 million, 0.1%) and three of the nine specially serviced
loans.  S&P estimated losses separately for these loans.  The
transaction has experienced one principal loss of $582,485 to
date.  Twenty-one loans ($299.1 million, 18.3%) are on the master
servicer's watchlist, including two of the top 10 loans.
Seventeen loans ($178.2 million, 10.9%) have a reported DSC below
1.10x, and nine of these loans ($119.9 million, 7.4%) have a
reported DSC of less than 1.0x.

                     Summary of Top 10 Loans

The top 10 exposures have an aggregate outstanding balance of
$816.7 million (50.1%).  Using servicer-reported numbers, S&P
calculated a weighted average DSC of 1.50x for the top 10 loans.
Two of the top 10 loans ($132.0 million, 8.1%) are with the
special servicer, which S&P discussed in detail above.  One of the
top 10 loans ($76.2 million, 4.7%) appears on the master
servicer's watchlist, which S&P discuss in detail below.  S&P's
adjusted DSC and LTV for the top 10 loans are 1.37x and 117.1%,
respectively.

The Marriot-Melville, N.Y., loan is the fourth-largest loan in the
pool and the largest loan on the servicer's watchlist.  The loan
was current in its debt service payments as of the November 2009
remittance report and has a trust balance of $76.1 million (4.7%).
The loan is secured by a 369-room full-service hotel in Melville,
N.Y.  The reported trailing-12-month DSC for the period ended
June 30, 2009, was 1.13x, down from 1.28x as of year-end 2008 and
1.47x at issuance.

Standard & Poor's stressed the loans in the pool according to its
updated conduit/fusion criteria.  The resultant credit enhancement
levels support the lowered and affirmed ratings.

      Ratings Lowered And Removed From Creditwatch Negative

             Wachovia Bank Commercial Mortgage Trust
  Commercial mortgage pass-through certificates series 2006-C24

                 Rating
                 ------
     Class     To      From            Credit enhancement (%)
     -----     --      ----            ----------------------
     A-M       A-      AAA/Watch Neg                    24.52
     A-J       BBB-    AAA/Watch Neg                    15.62
     B         BB+     AA+/Watch Neg                    14.54
     C         BB      AA/Watch Neg                     13.16
     D         BB-     AA-/Watch Neg                    12.09
     E         B+      A+/Watch Neg                     11.17
     F         B+      A/Watch Neg                       9.94
     G         B+      A-/Watch Neg                      8.71
     H         B+      BBB+/Watch Neg                    7.18
     J         B       BBB/Watch Neg                     5.18
     K         B-      BBB-/Watch Neg                    3.95
     L         B-      BB+/Watch Neg                     3.49
     M         B-      BB/Watch Neg                      3.03
     N         CCC+    BB-/Watch Neg                     2.57
     O         CCC     B+/Watch Neg                      2.27
     P         CCC     B/Watch Neg                       1.96
     Q         CCC-    B-/Watch Neg                      1.50

                         Ratings Affirmed

             Wachovia Bank Commercial Mortgage Trust
  Commercial mortgage pass-through certificates series 2006-C24

           Class     Rating      Credit enhancement (%)
           -----     ------      ----------------------
           A-2       AAA                          36.80
           A-PB      AAA                          36.80
           A-3       AAA                          36.80
           A-1A      AAA                          36.80
           X-C       AAA                            N/A
           X-P       AAA                            N/A

                       N/A - Not applicable.


WACHOVIA BANK: S&P Downgrades Ratings on 2007-WHALE8 Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class L, FSN-1, and FSN-2 commercial mortgage pass-through
certificates from Wachovia Bank Commercial Mortgage Trust's series
2007-WHALE8.

The downgrades reflect continuing interest shortfalls due to
special servicing fees for the 90-plus-days delinquent Four
Seasons Nevis loan.  S&P expects the shortfalls to the class L,
FSN-1, and FSN-2 certificates to continue for the foreseeable
future.

The Four Seasons Nevis loan has a whole-loan balance of $126.7
million that is split into a $51.0 million pooled senior
component, a $7.4 million nonpooled subordinate component that
supports the "FSN" raked certificates, and a $68.3 million
nontrust junior component.  This loan, secured by a 196-room full-
service hotel in Charlestown, Nevis, West Indies, was transferred
to the special servicer, Wachovia Bank N.A., on Oct. 23, 2008, due
to a maturity default.  Wachovia has indicated that the property
is currently undergoing extensive repair work and expects the
hotel to reopen in mid- to late-2010, following the completion of
the renovation work.  Wachovia received an updated appraisal in
November 2009, which it is currently reviewing.

                           Rating Lowered

              Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2007-WHALE8

                                 Rating
                                 ------
                     Class    To        From
                     -----    --        ----
                     L        D         CCC-
                     FSN-1    D         CCC-
                     FSN-2    D         CCC-


* S&P Downgrades Ratings on 23 Classes From 22 RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 23
classes of mortgage pass-through certificates from 22 U.S.
residential mortgage-backed securities transactions following the
recent downgrade of Radian Asset Assurance Inc.  Twenty-two of the
lowered ratings remain on CreditWatch with negative implications,
and S&P placed one lowered rating on CreditWatch with negative
implications.  In addition, S&P placed its ratings on five other
classes from five transactions on CreditWatch negative and
affirmed its ratings on an additional five classes from five
transactions.  Radian provides financial guarantee insurance
policies, which guarantee full payments of principal and interest
to the noteholders, on all of the affected classes.

The rating actions follow the Nov. 24, 2009, lowering of S&P's
financial strength rating on Radian to 'BB' from 'BBB-'.  The
rating remains on CreditWatch with negative implications.

The current ratings on the insured classes reflect the higher of
the rating on (i) the bond insurer (Radian) and (ii) Standard &
Poor's underlying rating on the securities.  The affirmed ratings
reflect the associated SPURs on the respective classes, which, in
accordance with S&P's criteria, were higher than or equal to S&P's
financial strength rating on Radian at the time of its review, and
therefore were unaffected.  The classes with ratings on
CreditWatch negative will remain on CreditWatch until S&P
completes its reviews of the underlying credit enhancement in each
associated transaction.  Standard & Poor's will continue to
monitor its ratings on all U.S. RMBS classes that Radian insures
and take rating actions as S&P deem appropriate.

                         Rating Actions

                 ABFS Mortgage Loan Trust 2003-2
                       Series      2003-2

                                         Rating
                                         ------
        Class      CUSIP         To                   From
        -----      -----         --                   ----
        M          000759DM9     AA/Watch Neg         AA

                     ABSC NIMs Trust 2007-HE1
                       Series      2007-HE1

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   A          00082VAA0     BB/Watch Neg         BBB-/Watch Neg

       Bear Stearns Asset Backed Securities Trust 2003-ABF1
                      Series      2003-ABF1

                                         Rating
                                         ------
        Class      CUSIP         To                   From
        -----      -----         --                   ----
        M          07384YLG9     BBB+/Watch Neg       BBB+

               Countrywide Home Loan Trust 2006-21N
                      Series      2006-21N

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   Notes      12667QAB7     BB/Watch Neg         BBB-/Watch Neg

               Countrywide Home Loan Trust 2006-22N
                      Series      2006-22N

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   Notes      12667WAB4     BB/Watch Neg         BBB-/Watch Neg

              Countrywide Home Loan Trust 2006-23N
                      Series      2006-23N

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   Notes      12667RAB5     BB/Watch Neg         BBB-/Watch Neg

               Countrywide Home Loan Trust 2006-26N
                      Series      2006-26N

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   Notes      12667UAB8     BB/Watch Neg         BBB-/Watch Neg

               Countrywide Home Loan Trust 2007-1N
                      Series      2007-1N

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   Notes      222393AB6     BB/Watch Neg         BBB-/Watch Neg

               Countrywide Home Loan Trust 2007-2N
                       Series      2007-2N

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   Note       222395AA3     BB/Watch Neg         BBB-/Watch Neg

                    Fremont NIM Trust 2006-B
                       Series      2006-B

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   Notes      357524AA5     BB/Watch Neg         BBB-/Watch Neg

                 IndyMac NIM Trust INABS 2006-D
                       Series      2006-D

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   Notes      45661UAA6     BB/Watch Neg         BBB-/Watch Neg

                  IndyMac NIM Trust INABS 2006-E
                       Series      2006-E

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   NIM        45668MAA7     BB/Watch Neg         BBB-/Watch Neg

                  IndyMac NIM Trust INABS 2007-A
                        Series      2007-A

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   Notes      45669CAA8     BB/Watch Neg         BBB-/Watch Neg

               MASTR Alternative Loan NIM 2007-HF1
                      Series      2007-HF1

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   A          55291LAA3     BB/Watch Neg         BBB-/Watch Neg

                           MASTR CI-13
                      Series      2006-FRE1

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   N2         57644RAB8     BB/Watch Neg         BBB-/Watch Neg

            Morgan Stanley Mortgage Loan Trust 2004-1
                        Series      2004-1

                                         Rating
                                         ------
        Class      CUSIP         To                   From
        -----      -----         --                   ----
        2-A-4      61745MWM1     AAA/Watch Neg        AAA

             Option One Woodbridge Loan Trust 2003-2
                        Series      2003-2

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   M          68401NAC5     BB/Watch Neg         BBB-/Watch Neg

             Option One Woodbridge Loan Trust 2004-1
                        Series      2004-1

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   M          68401NAE1     BB/Watch Neg         BBB-/Watch Neg

                    Park Place NIM 2005-WHQN2
                     Series      2005-WHQN2

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   B          70070AAB1     BB/Watch Neg         BBB-/Watch Neg

                   Prime Mortgage Trust 2004-1
                       Series      2004-1

                                        Rating
                                        ------
       Class      CUSIP         To                   From
       -----      -----         --                   ----
       I-A-5      74160MET5     AAA/Watch Neg        AAA

                   RALI Series 2005-QS5 Trust
                     Series      2005-QS5

                                        Rating
                                        ------
       Class      CUSIP         To                   From
       -----      -----         --                   ----
       A-3        76110H2Z1     BB/Watch Neg         BBB-

                    RFMSI Series 2004-S2 Trust
                       Series      2004-S2

                                        Rating
                                        ------
       Class      CUSIP         To                   From
       -----      -----         --                   ----
       A-6        76111XFY4     AAA/Watch Neg        AAA

                WM Asset Holdings Corp. CI 2006-10
                       Series      2006-10

                                   Rating
                                   ------
  Class      CUSIP         To                   From
  -----      -----         --                   ----
  N-2 Notes  929306AB4     BB/Watch Neg         BBB-/Watch Neg

                WM Asset Holdings Corp. CI 2006-11
                       Series      2006-11

                                   Rating
                                   ------
  Class      CUSIP         To                   From
  -----      -----         --                   ----
  N-2 Notes  92933KAB0     BB/Watch Neg         BBB-/Watch Neg

               WM Asset Holdings Corp. CI 2007-WM1
                      Series      2007-WM1

                                   Rating
                                   ------
  Class      CUSIP         To                   From
  -----      -----         --                   ----
  N-2 Notes  92933UAB8     BB/Watch Neg         BBB-/Watch Neg

               WM Asset Holdings Corp. CI 2007-WM2
                      Series      2007-WM2

                                   Rating
                                   ------
  Class      CUSIP         To                   From
  -----      -----         --                   ----
  N-1 Notes  92933VAA8     BB/Watch Neg         BBB-/Watch Neg
  N-3 Notes  92933VAC4     BB/Watch Neg         BBB-/Watch Neg

                 WM Asset Holdings Trust 2007-WM4
                      Series      2007-WM4

                                   Rating
                                   ------
  Class      CUSIP         To                   From
  -----      -----         --                   ----
  N1         92934LAA9     BB/Watch Neg         BBB-/Watch Neg

                         Ratings Affirmed

                 Alternative Loan Trust 2005-13CB
                      Series      2005-13CB

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-6        12667GAF0     AAA

                Alternative Loan Trust 2005-19CB
                      Series      2005-19CB

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-3        12667GFY4     AA+

             Option One Woodbridge Loan Trust 2003-2
                       Series      2003-2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A          68401NAA9     AAA

             Option One Woodbridge Loan Trust 2004-1
                        Series      2004-1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A          68401NAD3     AAA

                   RFMSI Series 2003-S20 Trust
                      Series      2003-S20

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-5      76111XDV2     AAA


* S&P Downgrades Ratings on 37 Tranches From Eight CLO Deals
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 37
tranches from eight U.S. collateralized loan obligation
transactions and removed them from CreditWatch with negative
implications.  The affected tranches have a total issuance amount
of $3.501 billion.  S&P also affirmed its ratings on nine tranches
from three transactions and removed them from CreditWatch
negative.

The downgrades reflect two primary factors:

* The application of S&P's updated corporate collateralized debt
  obligation criteria; and

* Deterioration in the credit quality of certain CLO tranches due
  to increased exposure to obligors that have either defaulted or
  experienced downgrades into the 'CCC' range.

The downgrades of seven classes from five transactions resulted
from S&P's application of the largest-obligor default test, which
is one of the supplemental stress tests S&P introduced as part of
its criteria update.

S&P will continue to review the remaining transactions with
ratings placed on CreditWatch following its corporate CDO criteria
update and resolve the CreditWatch status of the affected
tranches.

                          Rating Actions

                                            Rating
                                            ------
  Transaction                  Class      To     From
  -----------                  -----      --     ----
  Babson CLO Ltd. 2005-II      A-1        AA     AAA/Watch Neg
  Babson CLO Ltd. 2005-II      A-2        A+     AA/Watch Neg
  Babson CLO Ltd. 2005-II      B          BBB+   A/Watch Neg
  Babson CLO Ltd. 2005-II      D-1        CCC+   B-/Watch Neg
  Babson CLO Ltd. 2005-II      D-2        CCC+   B-/Watch Neg
  Cumberland II CLO Ltd.       A          AA+    AAA/Watch Neg
  Cumberland II CLO Ltd.       B          BBB+   A/Watch Neg
  Cumberland II CLO Ltd.       C          BB+    BBB/Watch Neg
  ECP CLO 2008-1 Ltd.          A-1        AA+    AAA/Watch Neg
  ECP CLO 2008-1 Ltd.          B          BBB+   A/Watch Neg
  Golden Knight II CLO Ltd.    A          AA+    AAA/Watch Neg
  Golden Knight II CLO Ltd.    B          AA-    AA/Watch Neg
  Golden Knight II CLO Ltd.    C          A-     A/Watch Neg
  Golden Knight II CLO Ltd.    D          BB+    BBB/Watch Neg
  Golden Knight II CLO Ltd.    E          CCC-   BB/Watch Neg
  Northwoods Capital V Ltd.    A-1a       AA     AAA/Watch Neg
  Northwoods Capital V Ltd.    A-1b       AA     AAA/Watch Neg
  Northwoods Capital V Ltd.    A-2        A+     AA/Watch Neg
  Northwoods Capital V Ltd.    B          BB+    A/Watch Neg
  Northwoods Capital V Ltd.    C-1        CCC-   BBB-/Watch Neg
  Northwoods Capital V Ltd.    C-2        CCC-   BBB-/Watch Neg
  Stanfield Modena CLO Ltd.    A          AA+    AAA/Watch Neg
  Stanfield Modena CLO Ltd.    B revolvi  BBB+   A/Watch Neg
  Stanfield Modena CLO Ltd.    C          BBB-   A/Watch Neg
  Stanfield Modena CLO Ltd.    D          CCC-   BBB/Watch Neg
  Stone Tower CLO III Ltd.     A-1        AA+    AAA/Watch Neg
  Stone Tower CLO III Ltd.     A-2        AA+    AAA/Watch Neg
  Stone Tower CLO III Ltd.     A-3        AA-    AA/Watch Neg
  Stone Tower CLO III Ltd.     B          A-     A/Watch Neg
  Stone Tower CLO III Ltd.     C-1        BB+    BBB/Watch Neg
  Stone Tower CLO III Ltd.     C-2        BB+    BBB/Watch Neg
  Stone Tower CLO III Ltd.     D-1        CCC+   BB/Watch Neg
  Stone Tower CLO III Ltd.     D-2        CCC+   BB/Watch Neg
  Venture II CDO 2002 Ltd.     A-1        AA     AAA/Watch Neg
  Venture II CDO 2002 Ltd.     A-2        BBB+   AA/Watch Neg
  Venture II CDO 2002 Ltd.     B          BB     A-/Watch Neg
  Venture II CDO 2002 Ltd.     C          CCC-   BBB/Watch Neg

      Ratings Affirmed And Removed From Creditwatch Negative

                                             Rating
                                             ------
   Transaction                  Class      To     From
   -----------                  -----      --     ----
   Babson CLO Ltd. 2005-II      C-1        BB+    BB+/Watch Neg
   Babson CLO Ltd. 2005-II      C-2        BB+    BB+/Watch Neg
   ECP CLO 2008-1 Ltd.          A-2        AA     AA/Watch Neg
   Spring Road CLO 2007-1 Ltd.  A-1        AAA    AAA/Watch Neg
   Spring Road CLO 2007-1 Ltd.  A-2        AAA    AAA/Watch Neg
   Spring Road CLO 2007-1 Ltd.  B          AA     AA/Watch Neg
   Spring Road CLO 2007-1 Ltd.  C          A      A/Watch Neg
   Spring Road CLO 2007-1 Ltd.  D          BBB    BBB/Watch Neg
   Spring Road CLO 2007-1 Ltd.  E          BB     BB/Watch Neg


* S&P Downgrades Ratings on 53 Classes From Seven RMBS Deals
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 53
classes from seven residential mortgage-backed securities
transactions backed by U.S. subprime mortgage loan collateral
issued in 2005, 2006, and 2007.  S&P removed 22 of the lowered
ratings from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on five classes from four of the
downgraded transactions and removed one of the affirmed ratings
from CreditWatch negative.

Standard & Poor's has established loss projections for all rated
subprime transactions issued in 2005, 2006, and 2007.  S&P derived
these losses using the criteria that S&P outlined in "Standard &
Poor?s Revises U.S. Subprime And Alternative-A RMBS Loss
Assumptions For Transactions Issued In 2005, 2006, And 2007,"
published July 6, 2009, on RatingsDirect.  S&P's lifetime
projected losses have changed for these transactions:

                                  Orig. bal.       Lifetime
Transaction                      (mil. $)         exp. loss (%)
-----------                      ----------       -------------
SASCO Mtg Loan Trust 2005-OPT1       591            20.42
SAMI II Trust 2005-AR8             1,000            39.12
Argent Securities Trust 2006-W3    1,482            39.22
Ownit Mortgage Loan Trust 2006-3     575            31.04

The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given its current projected losses.

To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  In order to
maintain a 'B' rating on a class, S&P assessed whether, in S&P's
view, a class could absorb the base-case loss assumptions S&P used
in its analysis.  In order to maintain a rating higher than 'B',
S&P assessed whether the class could withstand losses exceeding
S&P's base-case loss assumptions at a percentage specific to each
rating category, up to 150% for an 'AAA' rating.  For example, in
general, S&P would assess whether one class could withstand
approximately 110% of S&P's base-case loss assumptions to maintain
a 'BB' rating, while S&P would assess whether a different class
could withstand approximately 120% of S&P's base-case loss
assumptions to maintain a 'BBB' rating.  Each class with an
affirmed 'AAA' rating can, in S&P's view, withstand approximately
150% of its base-case loss assumptions under its analysis.

S&P also lowered its ratings on certain senior classes due to
principal shortfalls/write-downs in the final period of particular
cash flow scenarios.  These classes may not have experienced any
principal shortfalls/write-downs in any of the prior periods of
the particular stress scenario; however, the structural mechanics
of the transaction created circumstances in which one or more
classes within a transaction may have relied on principal proceeds
to satisfy interest amounts due in earlier periods, thus resulting
in a write-down in the final period.

The use of principal to satisfy interest obligations is generally
created within structures that utilize cross-collateralization and
contain multiple loan groups.  Based on certain stress scenarios,
if a particular group is performing worse than another group or
set of groups, that group can become undercollateralized when S&P
compare the group collateral balance with the related senior class
balance(s).  Based on the defined interest amount needed to
satisfy the interest liability of the related class(es), interest
shortfalls may occur due to a group collateral balance that is
insufficient to produce the necessary interest obligations of the
related liabilities.  Generally, cross-collateralization is
designed to allow overcollateralized groups to provide cash flow
to undercollateralized groups in order to mitigate this issue.
However, if the overcollateralized group has a pass-through rate
that is lower than the pass-through rate of the
undercollateralized group, available interest may not be
sufficient to satisfy the undercollateralized group's interest
requirement.  Therefore, the principal portion of available funds
may be used to satisfy interest obligations based on the interest-
principal payment priority within the structure.

In the final period, a situation may occur in which available
funds are not sufficient to satisfy the interest and principal
requirements necessary to pay the bond in full, as principal in
prior periods was used to satisfy interest obligations.
Additionally, in some cases, even super-senior certificates can be
exposed to this issue due to the fact that structures may pay
principal pro rata with senior support classes.  Although the
senior class was not exposed to a write-down in any of the prior
periods, the senior class could be susceptible to a write-down in
the final period due to the aforementioned issues.

The affirmed ratings reflect S&P's belief that the amount of
credit enhancement available for these classes is sufficient to
cover losses associated with these rating levels.

Subordination provides credit support for the affected
transactions.  In addition, some classes also benefit from
overcollateralization (prior to its depletion) and excess spread.
The underlying pool of loans backing these transactions consists
of fixed- and adjustable-rate U.S. subprime mortgage loans secured
by first and second liens on one- to four-family residential
properties.

                          Rating Actions

  Argent Securities Inc., Asset-Backed Pass-Through Certificates
                       Series      2005-W4

                                         Rating
                                         ------
        Class      CUSIP         To                   From
        -----      -----         --                   ----
        A-1A2      040104QG9     BB+                  AAA
        A-1A3      040104QH7     CCC                  AAA
        A-1B       040104QJ3     CCC                  A
        A-2D       040104PT2     CCC                  A
        M-1        040104PU9     CC                   B
        M-2        040104PV7     CC                   B-

                  Argent Securities Trust 2006-W3
                       Series      2006-W3

                                     Rating
                                     ------
    Class      CUSIP         To                   From
    -----      -----         --                   ----
    A-1        040104SN2     CCC                  A-/Watch Neg
    A-2B       040104SQ5     BB-                  AAA/Watch Neg
    A-2C       040104SR3     CCC                  AA/Watch Neg
    A-2D       040104SS1     CCC                  A-/Watch Neg
    M-1        040104ST9     CC                   B/Watch Neg

             CWABS Asset-Backed Notes Trust 2007-SEA2
                      Series      2007-SEA2

                                         Rating
                                         ------
        Class      CUSIP         To                   From
        -----      -----         --                   ----
        1-A-1      12671CAA4     A                    AAA
        1-A-2      12671CAB2     CCC                  AAA
        1-M-1      12671CAC0     CCC                  AA+
        1-M-2      12671CAD8     CCC                  AA
        1-M-3      12671CAE6     CCC                  A+
        1-M-4      12671CAF3     CCC                  A
        1-M-5      12671CAG1     CC                   BBB+
        1-M-6      12671CAH9     CC                   BBB
        1-B-1      12671CAJ5     CC                   BBB-
        2-A-1      12671CAK2     CCC                  AAA
        2-A-2      12671CAL0     CCC                  AAA
        2-M-1      12671CAM8     CCC                  AA+
        2-M-2      12671CAN6     CCC                  AA
        2-M-3      12671CAP1     CCC                  A+
        2-M-4      12671CAQ9     CC                   A
        2-M-5      12671CAR7     CC                   BBB+
        2-M-6      12671CAS5     CC                   BBB
        2-B-1      12671CAT3     CC                   BBB-

                Impac Secured Assets Trust 2007-2
                        Series      2007-2

                                         Rating
                                         ------
        Class      CUSIP         To                   From
        -----      -----         --                   ----
        1-A1-A     452570AA2     CCC                  AAA
        1-A1-B     452570AB0     CCC                  AA
        1-AM       452570AD6     CC                   CCC
        1-M-1      452570AF1     CC                   CCC

             Ownit Mortgage Loan Trust, Series 2006-3
                        Series      2006-3

                                     Rating
                                     ------
    Class      CUSIP         To                   From
    -----      -----         --                   ----
    A-1        69121PDU4     AA-                  AAA/Watch Neg
    A-2B       69121PDW0     AAA                  AAA/Watch Neg
    A-2C       69121PDX8     BB                   AAA/Watch Neg
    A-2D       69121PDY6     BB                   AAA/Watch Neg
    M-1        69121PDZ3     CCC                  AA+/Watch Neg
    M-2        69121PEA7     CCC                  AA/Watch Neg
    M-3        69121PEB5     CCC                  BBB/Watch Neg
    M-4        69121PEC3     CC                   BB/Watch Neg

     Structured Asset Mortgage Investments II Trust  2005-AR8
                       Series      2005 AR8

                                     Rating
                                     ------
    Class      CUSIP         To                   From
    -----      -----         --                   ----
    A-1A       86359LRW1     CCC                  AAA/Watch Neg
    A-2        86359LRY7     CCC                  AAA/Watch Neg
    A-3        86359LRZ4     CCC                  AAA/Watch Neg
    A-4        86359LSA8     CCC                  AAA/Watch Neg
    A-5        86359LSB6     CC                   AAA/Watch Neg
    A-1B1      86359LSJ9     CCC                  AAA/Watch Neg
    B-1        86359LSC4     CC                   AA+/Watch Neg
    B-2        86359LSD2     CC                   AA/Watch Neg
    B-3        86359LSE0     CC                   AA-/Watch Neg
    B-4        86359LSF7     CC                   BBB/Watch Neg

    Structured Asset Securities Corporation Mortgage Loan Trust
                     Series      2005-OPT1

                                         Rating
                                         ------
        Class      CUSIP         To                   From
        -----      -----         --                   ----
        A2         86359DVC8     A-                   AAA
        A-3        86359DVD6     BB-                  A
        A4-M       86359DVE4     B-                   BB

                         Ratings Affirmed

  Argent Securities Inc., Asset-Backed Pass-Through Certificates
                        Series      2005-W4

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-2C       040104PS4     AAA

                 Impac Secured Assets Trust 2007-2
                        Series      2007-2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1-C     452570AC8     CCC
                  2-A        452570AE4     BBB

    Structured Asset Securities Corporation Mortgage Loan Trust
                      Series      2005-OPT1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M1         86359DVF1     CCC


* S&P Downgrades Ratings on 59 Tranches From 11 CLO Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 59
tranches from 11 U.S. collateralized loan obligation transactions
and removed them from CreditWatch with negative implications.  The
affected tranches have a total issuance amount of $4.134 billion.
S&P also affirmed its ratings on 16 tranches from six of these
transactions and removed 13 of them from CreditWatch negative.

The downgrades reflect two primary factors:

* The application of S&P's new corporate collateralized debt
  obligation criteria; and

* Declining credit quality among certain CLO tranches due to
  increased exposure to obligors that have either defaulted or
  experienced downgrades into the 'CCC' range.

The downgrades of six classes from four transactions resulted from
S&P's application of the largest-obligor default test, which is
one of the supplemental stress tests S&P introduced as part of its
criteria update.

S&P will continue to review the remaining transactions placed on
CreditWatch following its corporate CDO criteria update and
resolve the CreditWatch status of the affected tranches.

                          Rating Actions

                                             Rating
                                             ------
  Transaction                    Class     To      From
  -----------                    -----     --      ----
  Aberdeen Loan Funding Ltd.     A         A+      AAA/Watch Neg
  Aberdeen Loan Funding Ltd.     B         A-      AAA/Watch Neg
  Aberdeen Loan Funding Ltd.     C         BBB-    A/Watch Neg
  Aberdeen Loan Funding Ltd.     D         B+      BBB/Watch Neg
  Aberdeen Loan Funding Ltd.     E         CCC-    BB/Watch Neg
  Atrium II                      A-1       AA+     AAA/Watch Neg
  Atrium II                      A-2a      A+      AA/Watch Neg
  Atrium II                      A-2b      A+      AA/Watch Neg
  Atrium II                      B         BBB+    A/Watch Neg
  Atrium II                      C-1       BB-     BBB/Watch Neg
  Atrium II                      C-2       BB-     BBB/Watch Neg
  Castle Garden Funding          A-1       AA      AAA/Watch Neg
  Castle Garden Funding          A-2       AA      AAA/Watch Neg
  Castle Garden Funding          A-3a      AA+     AAA/Watch Neg
  Castle Garden Funding          A-3b      AA      AAA/Watch Neg
  Castle Garden Funding          A-4       A+      AA/Watch Neg
  Castle Garden Funding          B-1       BBB-    A/Watch Neg
  Castle Garden Funding          B-2       BBB-    A/Watch Neg
  Castle Garden Funding          C-1       BB-     BBB/Watch Neg
  Castle Garden Funding          C-2       BB-     BBB/Watch Neg
  Castle Garden Funding          D-1       B+      BB/Watch Neg
  Castle Garden Funding          D-2       B+      BB/Watch Neg
  Dryden VIII-Leveraged Loan     A         AA+     AAA/Watch Neg
   CDO 2005
  Fairway Loan Funding Company   A-1L      AA+     AAA/Watch Neg
  Fairway Loan Funding Company   A-1LV     AA+     AAA/Watch Neg
  Fairway Loan Funding Company   A-2L      A+      AA/Watch Neg
  Fairway Loan Funding Company   A-3L      BBB+    A/Watch Neg
  Fairway Loan Funding Company   B-1L      CCC+    BBB/Watch Neg
  Fairway Loan Funding Company   B-2L      CCC-    BB-/Watch Neg
  Gulf Stream - Sextant CLO      A-1B      AA+     AAA/Watch Neg
   2007-1 Ltd.
  Gulf Stream - Sextant CLO      B         A+      AA/Watch Neg
   2007-1 Ltd.
  Gulf Stream - Sextant CLO      C         BBB+    A/Watch Neg
   2007-1 Ltd.
  Gulf Stream - Sextant CLO      D         BB+     BBB/Watch Neg
   2007-1 Ltd.
  Highland Loan Funding V Ltd.   A-II-A    BBB     AA/Watch Neg
  Highland Loan Funding V Ltd.   A-II-B    BBB     AA/Watch Neg
  Highland Loan Funding V Ltd.   B         CCC+    A-/Watch Neg
  Highland Loan Funding V Ltd.   C-1       CCC-    BBB/Watch Neg
  Highland Loan Funding V Ltd.   C-2       CCC-    BBB/Watch Neg
  Highland Loan Funding V Ltd.   D         CC      BB+/Watch Neg
  Jasper CLO Ltd.                A         A+      AAA/Watch Neg
  Jasper CLO Ltd.                B         BBB+    AA/Watch Neg
  Jasper CLO Ltd.                C         BB+     A/Watch Neg
  Jasper CLO Ltd.                D-1       CCC-    BBB/Watch Neg
  Jasper CLO Ltd.                D-2       CCC-    BBB/Watch Neg
  Madison Park Funding IV Ltd.   A-1b      AA+     AAA/Watch Neg
  Madison Park Funding IV Ltd.   A-2       AA+     AAA/Watch Neg
  Madison Park Funding IV Ltd.   B         A+      AA/Watch Neg
  Madison Park Funding IV Ltd.   C         BBB+    A/Watch Neg
  Madison Park Funding IV Ltd.   D         BB+     BBB/Watch Neg
  Madison Park Funding IV Ltd.   E         B+      BB/Watch Neg
  Maps CLO Fund I LLC            D-1       BB+     BBB/Watch Neg
  Maps CLO Fund I LLC            D-2       BB+     BBB/Watch Neg
  Maps CLO Fund I LLC            E         B+      BB/Watch Neg
  Navigator CDO 2006 Ltd.        A         AA+     AAA/Watch Neg
  Navigator CDO 2006 Ltd.        Arevol    AA+     AAA/Watch Neg
  Navigator CDO 2006 Ltd.        B-1       BBB+    A/Watch Neg
  Navigator CDO 2006 Ltd.        B-2       BBB+    A/Watch Neg
  Navigator CDO 2006 Ltd.        C         BB+     BBB/Watch Neg
  Navigator CDO 2006 Ltd.        D         CCC-    BB/Watch Neg

      Ratings Affirmed And Removed From Creditwatch Negative

                                             Rating
                                             ------
  Transaction                    Class     To      From
  -----------                    -----     --      ----
  Dryden VIII-Leveraged Loan     B         AA      AA/Watch Neg
   CDO 2005
  Dryden VIII-Leveraged Loan     C         A       A/Watch Neg
   CDO 2005
  Dryden VIII-Leveraged Loan     D         BBB     BBB/Watch Neg
   CDO 2005
  Fairway Loan Funding Company   X         AAA     AAA/Watch Neg
  Gulf Stream - Sextant CLO      A-1A      AAA     AAA/Watch Neg
   2007-1 Ltd
  Gulf Stream - Sextant CLO      A-1R      AAA     AAA/Watch Neg
   2007-1 Ltd
  Highland Loan Funding V Ltd.   A-1       AAA     AAA/Watch Neg
  Madison Park Funding IV Ltd.   A-1a      AAA     AAA/Watch Neg
  Maps CLO Fund I LLC            A-1       AAA     AAA/Watch Neg
  Maps CLO Fund I LLC            A-2       AAA     AAA/Watch Neg
  Maps CLO Fund I LLC            A-3       AAA     AAA/Watch Neg
  Maps CLO Fund I LLC            B         AA      AA/Watch Neg
  Maps CLO Fund I LLC            C         A       A/Watch Neg

                         Ratings Affirmed

          Transaction                    Class     Rating
          -----------                    -----     ------
          Fairway Loan Funding Company   C-2 Inc   AAA
          Fairway Loan Funding Company   C-5 Inc   AAA
          Fairway Loan Funding Company   C-6 Inc   AAA


* S&P Downgrades Ratings on 125 Classes From Four RMBS Deals
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 125
classes from four residential mortgage-backed securities
transactions backed by U.S. Alternative-A and prime jumbo mortgage
loan collateral issued in 2006 and 2007.  S&P removed 20 of these
ratings from CreditWatch with negative implications (see list).

The downgrades incorporate S&P's current and projected losses
based on the dollar amounts of loans currently in the
transactions' delinquency, foreclosure, and real estate owned
(REO) pipelines, as well as S&P's projection of future defaults.
S&P also incorporated cumulative losses to date in its analysis
when assessing rating outcomes.

S&P's lifetime projected losses have changed for these
transactions in this release:

                                         Orig. bal   Lifetime
  Transaction                            (mil. $)    exp. loss (%)
  -----------                            ---------   -------------
Lehman Mortgage Trust 2007-5                355           13.13
Lehman Mortgage Trust 2007-5                697           4.71
Lehman Mortgage Trust 2007-7                433           7.51
Lehman Mortgage Trust 2007-7                374           34.40
Washington Mutual Mortgage Pass-Through     1.560         42.12
Certificates WMALT Series 2007-OA3 Trust

The lowered ratings reflect S&P's belief that the amount of credit
enhancement available for the downgraded classes is not sufficient
to cover losses at the previous rating levels, given S&P's current
projected losses.

To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  In order to
maintain a 'B' rating on a class, S&P assessed whether, in S&P's
view, a class could absorb the base-case loss assumptions S&P used
in its analysis.

For Alt-A transactions, in order to maintain a rating higher than
'B', S&P assessed whether the class could withstand losses
exceeding S&P's base-case loss assumptions at a percentage
specific to each rating category, up to 150% for a 'AAA' rating.
For example, in general, S&P would assess whether one class could
withstand approximately 110% of its base-case loss assumptions to
maintain a 'BB' rating, while S&P would assess whether a different
class could withstand approximately 120% of S&P's base-case loss
assumptions to maintain a 'BBB' rating.

For prime jumbo transactions, a class may have to withstand
approximately 127% of S&P's base-case loss assumptions in order to
maintain a 'BB' rating, while a different class may have to
withstand approximately 154% of S&P's base-case loss assumptions
to maintain a 'BBB' rating.

Subordination provides credit support for the affected
transactions.  In addition, Lehman Mortgage Trust 2007-5,
structure 2 classes also benefit from overcollateralization and
excess spread.  The underlying pools of loans backing these
transactions at issuance consisted of different combinations of
fixed- and adjustable-rate, negative amortization Alt-A mortgage
loans.

                          Rating Actions

                   Lehman Mortgage Trust 2007-5
                        Series      2007-5

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   AX1        52521RAA9     CCC                  AAA
   PO1        52521RAB7     CCC                  BB/Watch Neg
   1-A1       52521RAC5     CCC                  BB/Watch Neg
   1-A2       52521RAD3     CCC                  BB/Watch Neg
   1-A3       52521RAE1     CCC                  AAA/Watch Neg
   1-A4       52521RAF8     CCC                  BB/Watch Neg
   1-A5       52521RAG6     CCC                  BB/Watch Neg
   1-A6       52521RAH4     CCC                  AAA/Watch Neg
   1-A7       52521RAJ0     CCC                  AAA
   1-A8       52521RAK7     CCC                  BB/Watch Neg
   1-A9       52521RAL5     CCC                  AAA/Watch Neg
   1-A10      52521RAM3     CCC                  AAA/Watch Neg
   1-A11      52521RAN1     CCC                  BB/Watch Neg
   1-A12      52521RAP6     CCC                  BB/Watch Neg
   2-A1       52521RAQ4     CCC                  BB/Watch Neg
   2-A2       52521RAR2     CCC                  AAA
   2-A3       52521RAS0     CCC                  AAA/Watch Neg
   2-A4       52521RAT8     CCC                  BB/Watch Neg
   1M         52521RDM0     CC                   CCC
   1B1        52521RCW9     CC                   CCC
   1B2        52521RCX7     D                    CCC
   1B3        52521RCY5     D                    CCC
   AP2        52521RAU5     CCC                  A
   AX2        52521RAV3     BB                   AAA
   3-A1       52521RAW1     CCC                  A
   3-A2       52521RAX9     CCC                  A
   3-A3       52521RAY7     CCC                  A
   3-A4       52521RAZ4     CCC                  A
   3-A5       52521RBA8     CCC                  A
   3-A6       52521RBB6     BB                   A
   3-A7       52521RBC4     BB                   AAA
   3-A8       52521RBD2     CCC                  A
   3-A9       52521RBE0     BB                   AAA
   3-A10      52521RBF7     CCC                  A
   4-A1       52521RBG5     CCC                  A
   4-A2       52521RBH3     CCC                  A
   4-A3       52521RBJ9     CCC                  A
   4-A4       52521RBK6     CCC                  A
   4-A5       52521RBL4     CCC                  A
   4-A6       52521RBM2     CCC                  A
   5-A1       52521RBN0     CCC                  A
   5-A2       52521RBP5     CCC                  A
   5-A3       52521RBQ3     CCC                  A
   6-A1       52521RBR1     CCC                  A
   7-A1       52521RBS9     CCC                  A
   7-A2       52521RBT7     CCC                  AAA
   7-A3       52521RBU4     CCC                  A
   7-A4       52521RBV2     CCC                  AAA
   7-A5       52521RBW0     CCC                  A
   8-A1       52521RBX8     CCC                  A
   8-A2       52521RBY6     CCC                  AAA
   8-A3       52521RBZ3     CCC                  A
   8-A4       52521RCA7     CCC                  AAA
   8-A5       52521RCB5     CCC                  A

                   Lehman Mortgage Trust 2007-7
                        Series      2007-7

                                         Rating
                                         ------
        Class      CUSIP         To                   From
        -----      -----         --                   ----
        AX1        52519BAA8     CCC                  B
        AP1        52519BAB6     CCC                  B
        1-A1       52519BAC4     CCC                  B
        1-A2       52519BAD2     CCC                  B
        1-A3       52519BAE0     CCC                  B
        1-A4       52519BAF7     CCC                  B
        1-A5       52519BAG5     CCC                  B
        1-A6       52519BAH3     CCC                  B
        2-A1       52519BAJ9     CCC                  B
        2-A2       52519BAK6     CCC                  B
        2-A3       52519BAL4     CCC                  B+
        2-A4       52519BAM2     CCC                  B+
        2-A5       52519BAN0     CCC                  B+
        2-A6       52519BAP5     CCC                  B+
        2-A7       52519BAQ3     CCC                  B
        2-A8       52519BAR1     CCC                  B+
        2-A9       52519BAS9     CCC                  B+
        2-A10      52519BAT7     CCC                  B
        3-A1       52519BAW0     CCC                  B
        4-A1       52519BAX8     CCC                  BB
        4-A2       52519BAY6     CCC                  BB
        4-A3       52519BAZ3     CC                   BB
        4-A5       52519BBB5     CCC                  BB
        4-A6       52519BBC3     CCC                  BB
        4-A7       52519BBD1     CCC                  BB
        4-A8       52519BBE9     CC                   B+
        4-A9       52519BBF6     CC                   B
        4-A10      52519BBG4     CC                   B+
        5-A1       52519BBH2     CCC                  BB
        5-A2       52519BBJ8     CCC                  BB
        5-A3       52519BBK5     CCC                  BB
        5-A4       52519BBL3     CC                   BB
        5-A5       52519BBM1     CC                   B
        5-A6       52519BBN9     CCC                  B+
        5-A7       52519BBP4     CCC                  B+
        6-A-1      52519BBQ2     CC                   B+
        6-A2       52519BBR0     CC                   B+
        6-A3       52519BBS8     CC                   B
        6-A4       52519BBT6     CC                   B+
        6-A5       52519BBU3     CC                   B+
        AP2        52519BBV1     CC                   B
        AX2        52519BBW9     CCC                  BB
        2-B1       52519BCA6     D                    CC
        2-B2       52519BCB4     D                    CC
        4-A4       52519BBA7     CC                   B

  WaMu Mortgage Pass-Through Certificates Series 2006-AR7 Trust
                      Series      2006-AR7

                                    Rating
                                    ------
   Class      CUSIP         To                   From
   -----      -----         --                   ----
   1A         93363CAA7     BB+                  AAA
   2A         93363CAB5     A-                   AAA
   3A         93363CAC3     B-                   AAA
   3A-1B      93363CAD1     B-                   AAA
   CA-1B2     93363CAF6     CCC                  AAA/Watch Neg
   CA-1B3     93363CAG4     CCC                  AAA/Watch Neg
   CA-1B4     93363CAH2     CCC                  AAA/Watch Neg
   CX-PPP     93363CAJ8     A-                   AAA
   3X-PPP     93363CAK5     B-                   AAA
   B-1        93363CAL3     CC                   BB/Watch Neg
   B-2        93363CAM1     CC                   B-/Watch Neg
   B-3        93363CAN9     CC                   CCC
   B-4        93363CAP4     CC                   CCC

Washington Mutual Mortgage Pass-Through Certificates WMALT Series
                         2007-OA3 Trust
                      Series      2007-OA3

                                         Rating
                                         ------
        Class      CUSIP         To                   From
        -----      -----         --                   ----
        3A         939355AC7     CC                   B+
        4A-1       939355AD5     CCC                  AAA
        4A-2       939355BR3     CCC                  AAA
        4A-B       939355BS1     CC                   B+
        5A         939355AE3     CC                   B+
        DA-1B      939355AH6     CC                   B
        DA-1C      939355AJ2     CC                   B
        EX-PPP     939355AM5     CCC                  AAA
        FX         939355AN3     CCC                  AAA
        5X-PPP     939355AP8     CC                   AAA
        M-B-1      939355BB8     CC                   CCC
        M-B-2      939355BC6     CC                   CCC
        M-B-3      939355BD4     CC                   CCC


* S&P Takes Rating Actions on 11 Tranches From Two Private CFOs
---------------------------------------------------------------
Standard & Poor's Ratings Services took these rating actions on 11
tranches from two private equity collateralized fund obligation
transactions:

* S&P lowered the ratings on five tranches from SVG Diamond
  Private Equity II PLC and kept them on CreditWatch with negative
  implications, where they were placed Jan. 20, 2009.  The
  affected tranches had a total issuance amount of approximately
  $192.92 million;

* S&P kept the ratings on two tranches from SVG Diamond Private
  Equity II PLC on CreditWatch negative, where they were placed
  Jan. 20, 2009;

* S&P affirmed the ratings on two tranches from Astrea LLC and
  removed them from CreditWatch negative, where they were placed
  Feb. 13, 2009; and

* S&P affirmed the ratings on two tranches from Astrea LLC.

Private equity CFOs are typically backed by a diversified pool of
limited partnership interests in private equity funds.

The lowered ratings on the five classes reflect the deterioration
in the credit quality of the collateral supporting the classes
combined with S&P's view that the cash distributions from the
private equity fund investments will remain below historical
trends for the foreseeable future.  The affirmations reflect its
view that the tranches have adequate credit support to maintain
the current ratings based on S&P's criteria.

S&P will continue to review these CFO transactions and update and
resolve the CreditWatch status of the affected tranches as their
performance develops.

      Ratings Lowered And Remaining On Creditwatch Negative

                SVG Diamond Private Equity II PLC

                             Rating
                             ------
           Class        To               From
           -----        --               ----
           B-1          A/Watch Neg      AA/Watch Neg
           B-2          A/Watch Neg      AA/Watch Neg
           C            BBB/Watch Neg    A+/Watch Neg
           M-1          BB/Watch Neg     BBB/Watch Neg
           M-2          BB/Watch Neg     BBB/Watch Neg

            Ratings Remaining On Creditwatch Negative

                 SVG Diamond Private Equity II PLC

                     Class        Rating
                     -----        ------
                     A-1          AA/Watch Neg
                     A-2          AA/Watch Neg

      Ratings Affirmed And Removed From Creditwatch Negative

                             Astrea LLC

                             Rating
                             ------
           Class        To               From
           -----        --               ----
           B-1          AA               AA/Watch Neg
           B-2          AA               AA/Watch Neg

                         Ratings Affirmed

                            Astrea LLC

                       Class        Rating
                       -----        ------
                       A-1          AAA
                       A-2          AAA



                            *********

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

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

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

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

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

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

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

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

                           *********

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

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

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

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

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

                  *** End of Transmission ***